Transfers of Option Shares. The Option Shares may not be sold, assigned, transferred, or otherwise disposed of except (i) in an underwritten public offering as provided in Section 4.1 or (ii) to any purchaser of transferee who would not, to the knowledge of the Grantee after reasonable inquiry, immediately following such sale, assignment, transfer or disposal beneficially own more than 3% of the then-outstanding voting power of the Issuer; provided, however, that Grantee shall be permitted to sell any Option Shares if such sale is made pursuant to a tender or exchange offer that has been approved or recommended by a majority of the members of the Board of Directors of Issuer (which majority shall include a majority of directors who were directors as of the date hereof).
Appears in 4 contracts
Samples: Stock Option Agreement (Time Warner Inc/), Stock Option Agreement (Time Warner Inc/), Stock Option Agreement (America Online Inc)
Transfers of Option Shares. The Option Shares may not be sold, assigned, transferred, or otherwise disposed of except (i) in an underwritten public offering as provided in Section 4.1 or (ii) to any purchaser of transferee who would not, to the knowledge of the Grantee after reasonable inquiry, immediately following such sale, assignment, transfer or disposal beneficially own more than 35% of the then-outstanding voting power of the Issuer; provided, however, that Grantee shall be permitted to sell any Option Shares if such sale is made pursuant to a tender or exchange offer that has been approved or recommended by a majority of the members of the Board of Directors of Issuer (which majority shall include a majority of directors who were directors as of the date hereof).
Appears in 4 contracts
Samples: Stock Option Agreement (Pride International Inc), Stock Option Agreement (Marine Drilling Companies Inc), Stock Option Agreement (Marine Drilling Companies Inc)
Transfers of Option Shares. The Option Shares may not be sold, -------------------------- assigned, transferred, or otherwise disposed of except (i) in an underwritten public offering as provided in Section 4.1 or (ii) to any purchaser of transferee who would not, to the knowledge of the Grantee after reasonable inquiry, immediately following such sale, assignment, transfer or disposal beneficially own more than 35% of the then-outstanding voting power of the Issuer; provided, however, that Grantee shall be permitted to sell any Option -------- ------- Shares if such sale is made pursuant to a tender or exchange offer that has been approved or recommended by a majority of the members of the Board of Directors of Issuer (which majority shall include a majority of directors who were directors as of the date hereof).
Appears in 4 contracts
Samples: Stock Option Agreement (Adaptive Broadband Corp), Stock Option Agreement (Western Multiplex Corp), Stock Option Agreement (Western Multiplex Corp)
Transfers of Option Shares. (a) The Option Shares may not be sold, assigned, transferred, or otherwise disposed of except (i) in an underwritten public offering as provided in Section 4.1 or (ii) other than in accordance with Section 5.3 hereof, to any purchaser of or transferee who would not, to the knowledge of the Grantee after reasonable inquiry, immediately following such sale, assignment, transfer or disposal beneficially own more than 3% five percent (5%) of the then-outstanding voting power of the Issuer; provided, however, that Grantee shall be permitted to sell any Option Shares if such sale is made pursuant to a tender or exchange offer that has been approved or recommended by a majority of the members of the Board of Directors of Issuer (which majority shall include a majority of directors who were directors as of the date hereof).
Appears in 3 contracts
Samples: Merger Agreement (Dallas Semiconductor Corp), Merger Agreement (Maxim Integrated Products Inc), Stock Option Agreement (Dallas Semiconductor Corp)