Common use of Restrictions on Transfer and Voting Clause in Contracts

Restrictions on Transfer and Voting. (a) The right of the Optionee to exercise the Option shall not be assignable or transferable by the Optionee other than by will or the laws of descent and distribution, and the Option may be exercised during the lifetime of the Optionee only by him or her. The Option shall be null and void and without effect upon the bankruptcy of the Optionee or upon any attempted assignment or transfer, except as hereinabove provided, including without limitation any purported assignment, whether voluntary or by operation of law, pledge, hypothecation or other disposition contrary to the provisions hereof, or levy of execution, attachment, trustee process or similar process, whether legal or equitable, upon the Option. (b) As a condition precedent to the Optionee’s exercise of any portion of the Option, the Optionee will sign a joinder agreement to the Securityholders’ Agreement as an “Employee” or “Senior Manager,” as the case may be, in which the Optionee agrees that such Shares will be subject to the restrictions in the Securityholders’ Agreement.