Transferability Restrictions. Notwithstanding any other provisions of this contract, the Owner may not: o change the ownership of the contract; or o sell the contract, or assign or pledge the contract as collateral for a loan or as security for the performance of an obligation or for any other purpose, to any person other than the Company. These restrictions will not apply if the Owner is: o the trustee of an employee trust that is qualified under the Internal Revenue Code; or o the custodian of a custodial account treated as an employee trust that is qualified under the Internal Revenue Code. The restrictions do not preclude the employer under a nontrusteed plan from transferring ownership of this contract to the Annuitant or to the employer or trustee under another plan or trust when required by the plan.
Transferability Restrictions. Except as set forth on Schedule 10.14, the Properties are not subject to any preferential rights to purchase, or similar transferability restrictions, in connection with the transactions contemplated by this Agreement.
Transferability Restrictions. (a) During the period commencing on the Effective Date and ending at 12:01 a.m. (Eastern Time) on the earliest of (A) the Measurement Date, (B) the termination of the Transaction Agreement in accordance with its terms, or (C) any earlier termination of this Agreement, unless sooner waived by the board of directors of the Company (such period referred to herein as the “Lock-Up Period”), the undersigned Securityholder will not, directly or indirectly, through an “affiliate”, “associate” (as such terms are defined in the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”)), a family member or otherwise, offer, pledge, hypothecate, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise dispose of, or transfer or grant any rights with respect thereto in any manner (collectively, a “Transfer”), any of the Covered Securities (i) to any Person who is the beneficial or record owner of 5.0% or more of the Company’s Common Stock or (ii) to any Person who, to the best of the undersigned Securityholder’s knowledge, may become a beneficial owner of 5.0% or more of the Company’s Common Stock as a result of such transaction. The undersigned agrees that prior to any proposed Transfer of a Covered Security, the undersigned Securityholder will send notice to the Company of the proposed Transfer which sets forth the number of Covered Securities to be Transferred and the identity of the transferee (if known), and the undersigned Securityholder will not Transfer any Covered Security without the prior written consent (which may be provided via e-mail) of the Chief Executive Officer of the Company (or his designee), which consent shall not be withheld unless such Transfer would be reasonably likely to result in a material adverse effect on the Company; provided; further, that the Company will use its best efforts to cause the Chief Executive Officer of the Company (or his designee) to respond to the Securityholder no later than 48 hours after the Company receives notice of the proposed Transfer. Further, the undersigned Securityholder will not, during the Lock-Up Period, enter into any swap or any other agreement or any transaction that transfers, in whole or part, directly or indirectly, the economic consequence of the ownership of the Covered Securities without the prior written consent of th...
Transferability Restrictions. The Owner may not transfer ownership of the contract, sell the contract, or assign or pledge the contract as collateral for a loan or as security for the performance of an obligation or for any other purpose, to any person other than the Company or a former spouse of the Owner under a divorce decree or under a written instrument incident to that divorce.
Transferability Restrictions. Notwithstanding any other provisions of this contract, the Annuitant may not transfer his contract rights and privileges to any other person or persons nor may this contract be sold, assigned or pledged as collateral for a loan or as security for the performance of an obligation or for any other purpose to anyone other than the Company.
Transferability Restrictions. Vested Shares shall not be sold, assigned, exchanged, negotiated, pledged, hypothecated or disposed of in any way (whether by operation of law or otherwise) or subject to execution, attachment or similar process under this Agreement prior to eighteen months following the Vesting Commencement Date without prior approval of the Board; provided, however, that, prior to expiration of such eighteen-month period, no more than 50% of the total Vested Shares (based on the total number of Shares originally granted that have become vested) may be sold, transferred or otherwise disposed of in any way in one or more transactions during any six-month period, other than pursuant to the terms of a Change of Control, pursuant to a beneficiary designation in the event of death, or by will or the laws of descent and distribution. Unvested Shares are not transferable and shall not be sold, assigned, exchanged, negotiated, pledged, hypothecated or disposed of in any way (whether by operation of law or otherwise) or subject to execution, attachment or similar process. Transfer or other disposition of any Vested Shares is subject to compliance with applicable federal and state securities laws.
Transferability Restrictions. This Debenture and each certificate representing the Common Stock issued on the conversion of this Debenture are subject to the following restrictions. The holder of this Debenture may transfer this Debenture and any shares of Common Stock issued upon the conversion hereof to any person or entity provided such transfer will not violate the Securities Act of 1933, as amended (the "Act"), and such transfer is permissible under the terms of this Agreement. Any transfer permitted by the preceding sentence shall not be effected until the transferor has first given written notice to the Company describing briefly the manner of any such proposed transfer and until: (a) the Company has received from the transferor's counsel an opinion, satisfactory to counsel for the Company, that such transfer can be made without compliance with the registration provisions of the Act or applicable state securities laws; or (b) the Company and the transferor shall have complied with Rule 144 promulgated under the Act; or (c) a registration statement with respect to the securities being transferred is filed by the Company and declared effective by the Securities and Exchange Commission or steps necessary to perfect an exemption from registration are completed.
Transferability Restrictions. The Note and the Common Stock cannot be transferred or sold unless such transfer or sale is registered pursuant to the Securities Act of 1933 (the “Act”) and registered or qualified pursuant to applicable securities laws, or exemptions from such registrations or qualifications are available or without the prior written consent of Borrower which consent may require an opinion of the transferor’s legal counsel (conducted with by Borrower’s legal counsel) to the effect that the proposed transfer is exempt from the registration provisions of the Act and from the registration or qualification provisions of any applicable sectirities law.
Transferability Restrictions. The SAR is not transferable other than as designated by the Participant by will or by the laws of descent and distribution (or on the Beneficiary Designation form attached as Exhibit A hereto), and during the Participant's life, may be exercised only by the Participant.
Transferability Restrictions. During the Participant’s lifetime, this Stock Appreciation Right may be paid only to the Participant or his legal representative. No assignment or transfer of this Stock Appreciation Right, whether voluntary or involuntary, by operation of law or otherwise, except a transfer by will or by the laws of descent or distribution, or as the Committee may, in its sole discretion, deem proper, will vest in the assignee or transferee any interest or right whatsoever in this Stock Appreciation Right. Notwithstanding any provision in this Agreement to the contrary, the Participant may designate a beneficiary in accordance with Section 8 of the Plan.
