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

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.