Limitation on Disposition and Other Restrictions. The Shares are subject to and the Purchaser hereby agrees to the following terms and conditions of the sale of the Shares to the Purchaser: - any transfer of the Shares must comply with all applicable laws as set forth in Section 4.3 of the Plan; - in addition to the restrictions on transfer under Sections 1.5 and 4.3 of the Plan, the Shares may not be sold, assigned, transferred, pledged or otherwise disposed of, alienated or encumbered, either voluntarily or involuntarily, other than to the Corporation or another stockholder of the Corporation, or as may expressly be permitted in writing by the Corporation or by will or the laws of descent and distribution, at any time prior to the later of: (a) the time that they become vested in accordance with Section 2, or (b) the earlier of the Public Offering Date or 24 months after the date of issue; - any Restricted Property in respect of the Shares may not be sold, assigned, transferred, pledged or otherwise disposed of, alienated or encumbered, either voluntarily or involuntarily, other than by will or the laws of descent and distribution, until the time that the Shares to which the Restricted Property relates become vested in accordance with Section 2. - the Shares are subject to, and following any otherwise permitted transfer of the Shares, the Shares shall remain subject to and the transferee shall be bound by, the lock-up provisions set forth in Section 7 of the Terms, the share legend requirements of Section 4.3.3 of the Plan and Section 2 above, the Corporation's repurchase right set forth in Section 5, the foregoing provisions of this Section 6, the Securityholders Agreement, and the arbitration provisions of Section 11.3 of the Terms; and - as a condition to any otherwise permitted transfer of the Shares, the Corporation may require the transferee to execute a written agreement, in a form acceptable to the Committee, that the transferee acknowledges and agrees to the foregoing terms and restrictions imposed on the Shares.
Appears in 3 contracts
Sources: Incentive Stock Option Agreement (Accent Optical Technologies Inc), Nonqualified Stock Option Agreement (Accent Optical Technologies Inc), Nonqualified Stock Option Agreement (Accent Optical Technologies Inc)