Common use of Restrictions on Transfer of Option Shares Clause in Contracts

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. Any Option Share Shares 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 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. Any Option Share Shares 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 Committee 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 in this Section 2.2 and all applicable rights in favor of the Company 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, of or consultant to, to the Company. (b) The Except as provided pursuant to any pledge pursuant to Section 2.6, the Option Shares may be transferred by the Optionee Optionee: (i) 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 of the Transferee and of any subsequent transferee of the Transferee: (ii) In a transaction described in Section 1.4(c); (iii) after the expiration of the Holding Period (as defined in Section 3.14(d)), if Optionee (or, if the Option Shares are owned or held by a Transferee, such Transferee) shall have complied with the right of first refusal described in subsection (iv) below.