Restrictions on Transfer Clause Example with 17 Variations from Business Contracts
This page contains Restrictions on Transfer clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Restrictions on Transfer. (a) The Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively "transfer") any Shares, or any interest therein, that are unvested, except that the Participant may transfer such Shares (i) to or for 4 the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Board of Directors (collectively, "Approved Relatives") or to a trust established solely for... the benefit of the Participant and/or Approved Relatives, provided that such Shares shall remain subject to this Agreement (including without limitation the restrictions on transfer set forth in this Section 3) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement, or (ii) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation. (b) The Company shall not be required (i) to transfer on its books any of the Shares which have been transferred in violation of any of the provisions set forth in this Agreement or (ii) to treat as owner of such Shares or to pay dividends to any transferee to whom such Shares have been transferred in violation of any of the provisions of this Agreement.View More
Variations of a "Restrictions on Transfer" Clause from Business Contracts
Restrictions on Transfer. (a) The Participant Recipient shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively "transfer") any Restricted Shares, or any interest therein, that are unvested, until such Restricted Shares have vested, except that the Participant Recipient may transfer such Shares (i) Restricted Shares: (a) to or for 4 the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by ...the Board of Directors Compensation Committee (collectively, "Approved Relatives") or to a trust established solely for the benefit of the Participant Recipient and/or Approved Relatives, provided that such Restricted Shares shall remain subject to this Agreement (including without limitation the forfeiture provisions set forth in Section 3 and the restrictions on transfer set forth in this Section 3) 4) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement, Agreement; or (ii) (b) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation. (b) consolidation). The Company shall not be required (i) to transfer on its books any of the Restricted Shares which have been transferred in violation of any of the provisions set forth in of this Agreement or (ii) to treat as owner of such Restricted Shares or to pay dividends to any transferee to whom such Restricted Shares have been transferred in violation of any of the provisions of this Agreement. 3 5. Restrictive Legends. All certificates, if any, representing Restricted Shares that are not vested shall have affixed thereto a legend in substantially the following form, in addition to any other legends that may be required under applicable law, and the book entry account, if any, reflecting the issuance of the Restricted Shares in the name of the Recipient shall bear a legend or other notation upon substantially the following terms: "These shares of stock are subject to forfeiture provisions and restrictions on transfer set forth in a certain Restricted Stock Agreement between the corporation and the registered owner of these shares (or his or her predecessor in interest), and such Agreement is available for inspection without charge at the office of the Secretary of the corporation." 6. Rights as a Shareholder. Except as otherwise provided in this Agreement, for so long as the Recipient is the registered owner of the Restricted Shares, the Recipient shall have all rights as a shareholder with respect to the Restricted Shares, whether vested or unvested, including, without limitation, any rights to receive dividends and distributions with respect to the Restricted Shares and to vote the Restricted Shares and act in respect of the Restricted Shares at any meeting of shareholders. Notwithstanding the foregoing, any dividends, whether in cash, stock or property, declared and paid by the Company with respect to unvested Restricted Shares ("Accrued Dividends") shall be paid to the Recipient, without interest, only if and when such Restricted Shares vest. View More
Restrictions on Transfer. (a) The Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively "transfer") any Shares, or any interest therein, that are unvested, would be Unvested Shares if the Participant were to cease to serve as a Director of the Company at the time of the transfer, except that the Participant may transfer such Shares (i) to or for 4 the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any... other relatives approved by the Board of Directors (collectively, "Approved Relatives") or to a trust established solely for the benefit of the Participant and/or Approved Relatives, provided that such Shares shall remain subject to this Agreement (including without limitation the forfeiture provisions of Section 2 and the restrictions on transfer set forth in this Section 3) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement, Agreement or (ii) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation. (b) The Company consolidation), provided that, in accordance with the Plan, the securities or other property received by the Participant in connection with such transaction shall not remain subject to this Agreement. 2 4. Direct Registration System. (a) Participant understands that the Shares will be required (i) to in book-entry form and will be held in a book-entry account maintained by the Company's transfer on its books any agent evidencing ownership of the Shares. (b) Concurrently with the execution of this Agreement, the Participant shall deliver to the Company a duly executed stock assignment relating to the Shares, endorsed in blank, in the form attached to this Agreement as Exhibit A (the "Stock Power"). The Participant acknowledges and agrees that the Stock Power shall be held by the Company and that the Company may use the Stock Power to effectuate the forfeiture of Shares which pursuant to this Agreement. The Participant agrees that it shall execute all certificates, instruments, documents or agreements and shall take all other reasonable actions requested by the Company in order to effectuate the forfeiture of Shares pursuant to this Agreement. (c) Notwithstanding anything herein to the contrary, in the event Unvested Shares are represented by a certificate, such certificate shall have been transferred affixed thereto a restrictive legend in violation of any of substantially the provisions form set forth in this Agreement or (ii) to treat as owner of such Shares or to pay dividends Section 5 (in addition to any transferee to whom other legends that may be required under federal or state securities laws), and such Shares have been transferred certificate shall be deposited with the Company, together with a stock power executed by Participant endorsed in violation of any of the provisions of this Agreement. blank. View More
Restrictions on Transfer. (a) The Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively "transfer") any Shares, shares of Restricted Stock, or any interest therein, that are unvested, until such shares of Restricted Stock have vested, except that the Participant may transfer such Shares (i) shares of Restricted Stock: (a) to or for 4 the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relativ...es approved by the Board of Directors Compensation Committee (collectively, "Approved Relatives") or to a trust established solely for the benefit of the Participant and/or Approved Relatives, provided that such Shares Restricted Stock shall remain subject to this Agreement (including (including, without limitation limitation, the forfeiture provisions set forth in Section 3 hereof and the restrictions on transfer set forth in this Section 3) 4) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement, Agreement; or (ii) (b) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation. (b) consolidation). The Company shall not be required (i) to transfer on its books any of the Shares shares of Restricted Stock which have been transferred in violation of any of the provisions set forth in of this Agreement Agreement, or (ii) to treat as owner of such Shares shares of Restricted Stock or to pay dividends to any transferee to whom such Shares shares of Restricted Stock have been transferred in violation of any of the provisions of this Agreement. C-4 5. Restrictive Legends. The book entry account reflecting the issuance of the shares of Restricted Stock in the name of the Participant shall bear a legend or other notation upon substantially the following terms: "These shares of stock are subject to forfeiture provisions and restrictions on transfer set forth in a certain Restricted Stock Award Agreement between the corporation and the registered owner of these shares (or his predecessor in interest), and such Agreement is available for inspection without charge at the office of the Secretary of the corporation." 6. Rights as a Shareholder. Except as otherwise provided in this Agreement, for so long as the Participant is the registered owner of the Restricted Stock, the Participant shall have all rights as a shareholder with respect to the Restricted Stock, whether vested or unvested, including, without limitation, rights to vote the Restricted Stock and act in respect of the Restricted Stock at any meeting of shareholders; provided, however, that the payment of dividends on unvested Restricted Stock shall be deferred until after such shares vest and shall be paid to the Participant within thirty (30) days following the applicable vesting date of such shares of Restricted Stock. View More
Restrictions on Transfer. (a) The Participant Founder shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively "transfer") any Shares, or any interest therein, that are unvested, subject to the Purchase Option, except that the Participant Founder may transfer such Shares (i) to or for 4 the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Board of Directors (collectively, "Approved ...Relatives") or to a trust established solely for the benefit of the Participant Founder and/or Approved Relatives, provided that such Shares shall remain subject to this Agreement (including without limitation the restrictions on transfer set forth in this Section 3) 4, the Purchase Option and the right of first refusal set forth in Section 5) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement, Agreement or (ii) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation. consolidation), provided that, in accordance with Section 9(b) below, the securities or other property received by the Founder in connection with such transaction shall remain subject to this Agreement. (b) The Company Founder shall not be required (i) transfer any Shares, or any interest therein, that are no longer subject to transfer on its books any of the Shares which have been transferred Purchase Option, except in violation of any of the provisions set forth in this Agreement or (ii) to treat as owner of such Shares or to pay dividends to any transferee to whom such Shares have been transferred in violation of any of the provisions of this Agreement. accordance with Section 5 below. View More
Restrictions on Transfer. (a) The Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively "transfer") any Shares, or any interest therein, that are unvested, subject to the Purchase Option, except that the Participant may transfer such Shares (i) to or for 4 the benefit of any spouse, spouse or any of his or his spouse's children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Board of Directors (col...lectively, "Approved Relatives") or to a trust or similar entity established solely for the benefit of the Participant and/or Approved Relatives, provided that such Shares shall remain subject to this Agreement (including without limitation the restrictions on transfer set forth in this Section 3) 4, the Purchase Option and the right of first refusal set forth in Section 5) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement, Agreement or (ii) as part of the sale of all or substantially all of the shares of capital stock stock, assets or business of the Company, by merger, consolidation, sale of assets or otherwise, provided that, in accordance with the Plan, the securities or other property received by the Participant in connection with such transaction shall remain subject to this Agreement. (b) The Participant shall not transfer any Shares, or any interest therein, that are no longer subject to the Purchase Option, except in accordance with Section 5 below. (c) The Participant shall not transfer any Shares, or any interest therein, whether or not such Shares are subject to the Purchase Option, to any person or entity that is a competitor of the Company, as determined by the Board of Directors of the Company (including pursuant to a merger in its sole discretion, unless such transfer is made in connection with the sale of all or consolidation. (b) The Company shall not be required (i) to transfer on its books any substantially all of the Shares which have been transferred in violation of any capital stock, assets or business of the provisions set forth in this Agreement Company, by merger, consolidation, sale of assets or (ii) to treat as owner of such Shares or to pay dividends to any transferee to whom such Shares have been transferred in violation of any of the provisions of this Agreement. otherwise. View More
Restrictions on Transfer. (a) The Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively "transfer") any Shares, RSUs, or any interest therein, that are unvested, except that the Participant may transfer such Shares RSUs (i) to or for 4 the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Board of Directors (collectively, "Approved Relatives") or to a trust established... solely for the benefit of the Participant and/or Approved Relatives, provided that such Shares RSUs shall remain subject to this Agreement (including without limitation the terms of Forfeiture and the restrictions on transfer set forth in this Section 3) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement, or (ii) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation. (b) The Company shall not be required (i) to transfer on its books any of the Shares which have been transferred in violation of any of the provisions set forth in this Agreement or (ii) to treat as owner of such Shares or to pay dividends to any transferee to whom such Shares have been transferred in violation of any of the provisions of this Agreement. View More
Restrictions on Transfer. (a) The Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively "transfer") any Shares, or any interest therein, that are unvested, subject to the Purchase Option, except that the Participant may -2- transfer such Shares (i) to or for 4 the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Board of Directors (collectively, "Approved Relatives") ...or to a trust established solely for the benefit of the Participant and/or Approved Relatives, provided that such Shares shall remain subject to this Agreement (including without limitation the restrictions on transfer set forth in this Section 3) 4, the Purchase Option and the right of first refusal set forth in Section 5) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement, Agreement or (ii) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation. consolidation), provided that, in accordance with the Plan, the securities or other property received by the Participant in connection with such transaction shall remain subject to this Agreement. (b) The Company Participant shall not be required (i) transfer any Shares, or any interest therein, that are no longer subject to transfer on its books any of the Shares which have been transferred Purchase Option, except in violation of any of the provisions set forth in this Agreement or (ii) to treat as owner of such Shares or to pay dividends to any transferee to whom such Shares have been transferred in violation of any of the provisions of this Agreement. accordance with Section 5 below. View More
Restrictions on Transfer. (a) The Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively "transfer") any Shares, or any interest therein, that are unvested, subject to the Purchase Option, except that the Participant may transfer such Shares (i) to or for 4 the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Board of Directors (collectively, "Approved Relatives") or t...o a trust established solely for the benefit of the Participant and/or Approved Relatives, provided that such Shares shall remain subject to this Agreement (including without limitation the restrictions on transfer set forth in this Section 3) 4, the Purchase Option and the right of first refusal set forth in Section 5) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee 2 shall be bound by all of the terms and conditions of this Agreement, Agreement or (ii) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation. consolidation), provided that, in accordance with the Plan, the securities or other property received by the Participant in connection with such transaction shall remain subject to this Agreement. (b) The Company Participant shall not be required (i) transfer any Shares, or any interest therein, that are no longer subject to transfer on its books any of the Shares which have been transferred Purchase Option, except in violation of any of the provisions set forth in this Agreement or (ii) to treat as owner of such Shares or to pay dividends to any transferee to whom such Shares have been transferred in violation of any of the provisions of this Agreement. accordance with Section 5 below. View More
Restrictions on Transfer. (a) The Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively "transfer") any Shares, or any interest therein, that are unvested, subject to the Purchase Option, except that the Participant may transfer such Shares (i) to or for 4 the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Board of Directors (collectively, "Approved Relatives") or t...o a trust established solely for the benefit of the Participant and/or Approved Relatives, provided that such Shares shall remain subject to this Agreement (including without limitation the restrictions on transfer set forth in this Section 3) 5, the Purchase Option and the right of first refusal set forth in Section 6) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement, Agreement or (ii) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation. consolidation), provided that, in accordance with the Plan, the securities or other property received by the Participant in connection with such transaction shall remain subject to this Agreement. (b) The Company Participant shall not be required (i) transfer any Shares, or any interest therein, that are no longer subject to transfer on its books any of the Shares which have been transferred Purchase Option, except in violation of any of the provisions set forth in this Agreement or (ii) to treat as owner of such Shares or to pay dividends to any transferee to whom such Shares have been transferred in violation of any of the provisions of this Agreement. accordance with Section 6 below. View More
Restrictions on Transfer. (a) The Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively "transfer") any Shares, or any interest therein, that are unvested, subject to the Purchase Option, except that the Participant may transfer such Shares (i) to or for 4 the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Board of Directors (collectively, "Approved Relatives") or t...o a trust established solely for the benefit of the Participant and/or Approved Relatives, provided that such Shares shall remain subject to this Agreement (including without limitation the restrictions on transfer set forth in this Section 3) 4, the Purchase Option and the right of first refusal set forth in Section 5) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement, Agreement or (ii) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation. consolidation), provided that, in accordance with the Plan, the securities or other property received by the Participant in connection with such transaction shall remain subject to this Agreement. (b) The Company Participant shall not be required (i) transfer any Shares, or any interest therein, that are no longer subject to transfer on its books any of the Shares which have been transferred Purchase Option, except in violation of any of the provisions set forth in this Agreement or (ii) to treat as owner of such Shares or to pay dividends to any transferee to whom such Shares have been transferred in violation of any of the provisions of this Agreement. accordance with Section 5 below. View More
