Restrictions on Transfer of Option Shares Sample Clauses
The "Restrictions on Transfer of Option Shares" clause defines the limitations and conditions under which shares acquired through the exercise of stock options may be sold, transferred, or otherwise disposed of by the option holder. Typically, this clause may require that shares cannot be transferred without company approval, may impose holding periods, or may restrict transfers to certain parties such as competitors or non-accredited investors. Its core practical function is to help the company maintain control over its ownership structure and prevent unwanted or premature changes in shareholding, thereby protecting the company’s interests and ensuring compliance with securities laws.
Restrictions on Transfer of Option Shares. Neither the Option Shares nor any interest in them may be sold, assigned, pledged, hypothecated, encumbered or in any other manner transferred or disposed of, in whole or in part, except in compliance with the terms, conditions and restrictions as set forth in the Bye-Laws of the Company, applicable United States federal and state securities laws or any other applicable laws or regulations and the terms and conditions of this Agreement. Each certificate for Option Shares delivered upon exercise of the Option, unless at the time of exercise such Option Shares are registered under the Securities Act of 1933, shall bear the following legend or such other legend as the Company reasonably deems appropriate: "These securities have not been registered under the United States Securities Act of 1933, as amended. These securities cannot be offered, transferred or sold unless (i) a registration statement under such Act is in effect with respect to such securities or a written opinion from counsel reasonably acceptable to Axis Specialty Limited (the "Company") is obtained to the effect that no such registration is required, and (ii) the transferee is approved by applicable regulatory authorities, if such approval is required and (iii) simultaneously the appropriate number of shares of any Designated Subsidiary (as such term is defined in the Bye-Laws of the Company and only if the Board of Directors of the Company has constituted any entity a Designated Subsidiary) is offered, transferred or sold together with each share represented hereby that is proposed to be offered, transferred or sold. The Company reserves the right to refuse the transfer of such securities until such conditions have been fulfilled. Sections 68 through 70 of the Company's Bye-Laws contain other significant restrictions on transfers of shares of the Company." Any certificate delivered at any time in exchange or substitution for any certificate bearing such legend or such other legend reasonably deemed appropriate by the Company shall also bear such legend unless, in the opinion of counsel for the Company, the securities represented thereby need no longer be subject to the restriction contained herein. The provisions of this Paragraph (k) shall be binding upon all subsequent holders of certificates bearing the above legend.
Restrictions on Transfer of Option Shares. Any Option Share acquired upon exercise of the Option shall be subject to the following restrictions:
(a) Except for transfers made in compliance with Section 2.2(b) below, or as otherwise required or permitted hereunder, none of the Option Shares may be conveyed, pledged, assigned, transferred, hypothecated, encumbered, or otherwise disposed of by the Optionee, or in the case of exercise of an Option by a Transferee, by such Transferee. The foregoing notwithstanding, the Company may, but shall not be obligated to, approve the transfer of such Option Shares upon the condition that the transferee thereof execute and deliver to the Company such documents and agreements as the Company shall reasonably require to evidence the fact that the Option Shares to be owned, either directly or beneficially, by such transferee shall continue to be subject to all the restrictions set forth elsewhere herein, and that such transferee is subject to and bound by such restrictions and provisions. Any Option Shares transferred by bequest or by operation of the laws of descent and distribution shall remain subject to the restrictions set forth in this Section 2.2 and all applicable rights in favor of the Company set forth elsewhere herein in the hands of any transferee thereof. Nothing contained herein, however, shall be deemed to impose any requirement that any transferee be an officer, director, or employee of, or consultant to, the Company.
(b) The Option Shares may be transferred by the Optionee to a Transferee upon the death or Disability of the Optionee, provided that all such Option Shares shall remain subject to the restrictions set forth in this Section 2.2 and all applicable rights in favor of the Company set forth elsewhere herein in the hands the Transferee and of any subsequent transferee of the Transferee.
Restrictions on Transfer of Option Shares. The Optionee hereby acknowledges and agrees that the Option shall not be transferable by the Optionee other than by will or by the laws of descent and distribution, and shall be exercisable during the lifetime of the Optionee only by him or by his guardian or legal representative. The Optionee hereby acknowledges that in connection with any public offering of the Company’s Common Stock, the underwriters for the Company may require that the Company's officers, directors, and/or certain other shareholders not sell their Shares for a certain period of time before or after the effectiveness of any registration statement of the Company filed in connection with such offering. The Optionee hereby agrees that upon the Company's request in connection with any such public offering, that the Optionee will not, directly or indirectly, offer, sell, contract to sell, make subject to any purchase option, or otherwise dispose of any Option Shares for a period requested by the underwriter or its representative, not to exceed ten (10) days before and 90 days after the date of the effectiveness of any such registration statement, without the prior written consent of the underwriter or its representative.
Restrictions on Transfer of Option Shares. Except as provided in the Securityholders Agreement and subject to Section 16 hereof, the Grantee may not sell, pledge, or otherwise transfer any interest in any Option Shares.
Restrictions on Transfer of Option Shares. The Option Shares acquired upon exercise of the Stock Option shall be subject to certain transfer restrictions and other limitations including, without limitation, the provisions contained in Section 9 of the Plan.
Restrictions on Transfer of Option Shares. The Optionee may not sell, pledge, or otherwise transfer any interest in any Option Shares without the prior written consent of the Company. If the Optionee or anyone claiming under or through the Optionee attempts to violate this Section 6(a), such attempted violation shall be null, void, and without effect. The Optionee acknowledges that the Option Shares will also be subject to the provisions of the Stockholders Agreement.
Restrictions on Transfer of Option Shares. You shall not sell, --------------------------------------------- pledge or otherwise transfer any interest in any Option Shares except pursuant to the provisions of paragraphs 12 or 15 hereof, pursuant to paragraph 3 or 4 of the Security Holders Agreement dated April 1, 1998, as amended, or upon your death pursuant to your will or the laws of descent and distribution.
Restrictions on Transfer of Option Shares. Following the issuance of Option Shares upon exercise of the Option, neither the Option Shares nor any interest therein may be assigned, transferred, sold, exchanged, pledged, hypothecated or otherwise disposed of, including by gift (collectively, “Transferred”) by the Optionee absent an effective registration statement filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”) covering the disposition or sale of the Common Stock issued or issuable upon exercise hereof and registration or qualification under applicable state securities laws unless either (A)(i) the Company has received an opinion of counsel, in form and substance reasonably satisfactory to the Company, to the effect that such registration is not required in connection with such disposition or (ii) the Transfer is made pursuant to SEC Rule 144, and (B) the transfer is not being made to a party that the Board of Directors of the Company reasonably determines to be a competitor of the Company. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Option Shares contrary to the provisions hereof, and the levy of any execution, attachment or similar process upon the Option Shares shall be null and void and without effect.
Restrictions on Transfer of Option Shares. Except as provided in this Agreement or for any transfer of Option Shares by gift, bequest, or inheritance to the Optionee's or a subsequent shareholder's family member, estate, trust, heirs, or legatees or for any transfer on or after the effective date of a Public Offering, the Optionee shall not have the right to make or permit to exist any transfer or hypothecation, whether outright or as security, with or without consideration, voluntary or involuntary, of all or any part of any right, title or interest in or to any Option Shares. Any such disposition not made in accordance with this Agreement shall be deemed null and void. Any permitted transferee under this Section shall be bound by the same terms of this Agreement as apply to the Optionee.
Restrictions on Transfer of Option Shares. Neither Option Shares acquired on exercise of the Option, nor any interest in such Option Shares may be sold, assigned, pledged, hypothecated, encumbered or in any other manner transferred or disposed of, in whole or in part, except in compliance with the terms, conditions and restrictions as set forth in the Certificate of Incorporation or By-Laws of the Company, applicable federal and state securities laws or any other applicable laws or regulations, and the terms and conditions hereof.