Transferability Clause Example with 91 Variations from Business Contracts
This page contains Transferability 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.
Transferability. Except as otherwise provided in this Section 8, your option is not transferable, except by will or by the laws of descent and distribution, and is exercisable during your life only by you. (a) Certain Trusts. Upon receiving written permission from the Board or its duly authorized designee, you may transfer your option to a trust if you are considered to be the sole beneficial owner (determined under Section 671 of the Code and applicable state law) while the option is held in the trust. You and ...the trustee must enter into transfer and other agreements required by the Company. (b) Domestic Relations Orders. Upon receiving written permission from the Board or its duly authorized designee, and provided that you and the designated transferee enter into transfer and other agreements required by the Company, you may transfer your option pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted by Treasury Regulation 1.421-1(b)(2) that contains the information required by the Company to effectuate the transfer. You are encouraged to discuss the proposed terms of any division of this option with the Company prior to finalizing the domestic relations order or marital settlement agreement to help ensure the required information is contained within the domestic relations order or marital settlement agreement. If your option is an Incentive Stock Option, the option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. (c) Beneficiary Designation. Upon receiving written permission from the Board or its duly authorized designee, you may, by delivering written notice to the Company, in a form approved by the Company and any broker designated by the Company to handle option exercises, designate a third party who, on your death, will thereafter be entitled to exercise this option and receive the Common Stock or other consideration resulting from such exercise. In the absence of such a designation, your executor or administrator of your estate will be entitled to exercise this option and receive, on behalf of your estate, the Common Stock or other consideration resulting from such exercise.View More
Variations of a "Transferability" Clause from Business Contracts
Transferability. Except as otherwise provided in this Section 8, your option is not transferable, except by will or by the laws of descent and distribution, and is exercisable during your life only by you. (a) Certain Trusts. Upon receiving written permission from the Board or its duly authorized designee, For example, you may not use any shares of Common Stock that may be issued in respect of this Award as security for a loan, nor may you transfer, pledge, sell or otherwise dispose of such shares. This restrict...ion on transfer your option will lapse upon issuance to a trust if you are considered to be the sole beneficial owner (determined under Section 671 of the Code and applicable state law) while the option is held shares of Common Stock in the trust. You and the trustee must enter into transfer and other agreements required by the Company. (b) respect of this Award. (a) Domestic Relations Orders. Upon receiving written permission from the Board or its duly authorized designee, and provided that you and the designated transferee enter into transfer and other agreements required by the Company, you may transfer your option right to receive any distribution of Common Stock or other consideration under this Award, pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted by Treasury Regulation 1.421-1(b)(2) applicable law that contains the information required by the Company to effectuate the transfer. You are encouraged to discuss with the Company's General Counsel the proposed terms of any division of this option with the Company such transfer prior to finalizing the such domestic relations order or order, marital settlement agreement or other divorce or separation instrument to help ensure the required information is contained within the domestic relations order or order, marital settlement agreement. If your option is an Incentive Stock Option, the option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. (c) Beneficiary Designation. Upon receiving written permission from the Board or its duly authorized designee, you may, by delivering written notice to the Company, in a form approved by the Company and any broker designated by the Company to handle option exercises, designate a third party who, on your death, will thereafter be entitled to exercise this option and receive the Common Stock agreement or other consideration resulting from such exercise. In the absence of such a designation, your executor divorce or administrator of your estate will be entitled to exercise this option and receive, on behalf of your estate, the Common Stock or other consideration resulting from such exercise. separation instrument. View More
Transferability. Except as otherwise provided in this Section 8, your option 5, this Award is not transferable, except by will or by the laws of descent and distribution, and is exercisable during your life only by you. (a) Certain prior to the time that shares of Common Stock in respect of this Award have been issued to you, you may not transfer, pledge, sell or otherwise dispose of any portion of the Restricted Stock Units or the shares of Common Stock in respect of this Award. For example, you may not use any... shares of Common Stock that may be issued in respect of this Award as security for a loan, nor may you transfer, 2. 163162349 v3 pledge, sell or otherwise dispose of such shares. This restriction on transfer will lapse upon issuance to you of the shares of Common Stock in respect of this Award. (a)Certain Trusts. Upon receiving written permission from the Board or its duly authorized designee, you may transfer your option this Award to a trust if you are considered to be the sole beneficial owner (determined under Section 671 of the Code and applicable state law) while the option Award is held in the trust. You and the trustee must enter into transfer and other agreements required by the Company. (b) Domestic (b)Domestic Relations Orders. Upon receiving written permission from the Board or its duly authorized designee, and provided that you and the designated transferee enter into transfer and other agreements required by the Company, you may transfer your option right to receive any distribution of Common Stock or other consideration under this Award pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted by Treasury Regulation 1.421-1(b)(2) applicable law that contains the information required by the Company to effectuate the transfer. You are encouraged to discuss the proposed terms of any division of this option such transfer with the Company prior to finalizing the such domestic relations order or order, marital settlement agreement or other divorce or separation instrument to help ensure the required information is contained within the domestic relations order or order, marital settlement agreement. If your option is an Incentive Stock Option, the option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. (c) Beneficiary Designation. Upon receiving written permission from the Board or its duly authorized designee, you may, by delivering written notice to the Company, in a form approved by the Company and any broker designated by the Company to handle option exercises, designate a third party who, on your death, will thereafter be entitled to exercise this option and receive the Common Stock agreement or other consideration resulting from such exercise. In the absence of such a designation, your executor divorce or administrator of your estate will be entitled to exercise this option and receive, on behalf of your estate, the Common Stock or other consideration resulting from such exercise. separation instrument. View More
Transferability. Except as otherwise provided in this Section 8, your Your option is not transferable, except by will or by the laws of descent and distribution, and is exercisable during your life only by you. (a) Certain Trusts. Upon receiving written permission from Notwithstanding the Board or its duly authorized designee, you may transfer your option to a trust if you are considered to be the sole beneficial owner (determined under Section 671 of the Code and applicable state law) while the option is held i...n the trust. You and the trustee must enter into transfer and other agreements required by the Company. (b) Domestic Relations Orders. Upon receiving written permission from the Board or its duly authorized designee, and provided that you and the designated transferee enter into transfer and other agreements required by the Company, you may transfer your option pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted by Treasury Regulation 1.421-1(b)(2) that contains the information required by the Company to effectuate the transfer. You are encouraged to discuss the proposed terms of any division of this option with the Company prior to finalizing the domestic relations order or marital settlement agreement to help ensure the required information is contained within the domestic relations order or marital settlement agreement. If your option is an Incentive Stock Option, the option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. (c) Beneficiary Designation. Upon receiving written permission from the Board or its duly authorized designee, you may, foregoing, (i) by delivering written notice to the Company, in a form approved by satisfactory to the Company and any broker designated by the Company to handle option exercises, you may designate a third party who, on in the event of your death, will thereafter be entitled to exercise this option and receive the Common Stock or other consideration resulting from such exercise. In exercise (provided that in the absence of such a designation, your executor or administrator of your estate will be entitled to exercise this option and receive, on behalf of your estate, the Common Stock or other consideration resulting from such exercise. exercise), and (ii) upon receiving written permission from the Board or its duly authorized designee, you may transfer your option, provided that such transfer is not prohibited by applicable tax, securities and other laws. View More
Transferability. Except Prior to the time that shares of Common Stock have been delivered to you, you may not transfer, pledge, sell or otherwise dispose of any portion of the RSUs subject to your Award or the shares that may be issued upon vesting of the RSUs. For example, you may not use shares that may be issued in respect of your RSUs as security for a loan, nor may you transfer, pledge, sell or otherwise provided dispose of such shares. This restriction on transfer will lapse upon delivery to you of shares ...of Common Stock in accordance with Section 5 hereof. Any attempt to sell, transfer, pledge, assign, or otherwise alienate or hypothecate, or dispose of in any manner any of the RSUs subject to your Award or the shares in respect of the RSUs contrary to the terms of this Section 8, Agreement and/or the Plan shall be null and void and without legal effect. (a) Death. The RSUs subject to your option is Award are not transferable, except transferable other than by will or and by the laws of descent and distribution, and is exercisable during your life only by you. (a) Certain Trusts. distribution. Upon receiving written permission from the Board or its duly authorized designee, you may transfer your option may, by delivering written notice to the Company, in a trust if you are considered form provided by or otherwise satisfactory to be the sole beneficial owner (determined Company and any broker designated by the Company to effect transactions under Section 671 of the Code and applicable state law) while the option is held Plan, designate a third party who, in the trust. You and event of your death, will thereafter be entitled to receive any distribution of Common Stock or other consideration to which you were entitled at the trustee must enter into transfer and time of your death pursuant to this Agreement. In the absence of such a designation, the executor or administrator of your estate will be entitled to receive, on behalf of your estate, such Common Stock or other agreements required by the Company. consideration. (b) Domestic Relations Orders. Upon receiving written permission from the Board or its duly authorized designee, and provided that you and the designated transferee enter into transfer and other agreements required by the Company, you may transfer your option right to receive the distribution of Common Stock or other consideration in respect of the RSUs subject to your Award, pursuant to the terms of a domestic relations order, order or official marital settlement 2 agreement or other divorce or separation instrument as permitted by Treasury Regulation 1.421-1(b)(2) that contains the information required by the Company to effectuate the transfer. You are encouraged to discuss with the Company's general counsel (if any) the proposed terms of any division of this option with the Company such transfer prior to finalizing the domestic relations order or marital settlement agreement to help ensure the required information is contained within the domestic relations order or marital settlement agreement. If The Company is not obligated to allow you to transfer your option is an Incentive Stock Option, the option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. (c) Beneficiary Designation. Upon receiving written permission from the Board Award in connection with your domestic relations order or its duly authorized designee, you may, by delivering written notice to the Company, in a form approved by the Company and any broker designated by the Company to handle option exercises, designate a third party who, on your death, will thereafter be entitled to exercise this option and receive the Common Stock or other consideration resulting from such exercise. In the absence of such a designation, your executor or administrator of your estate will be entitled to exercise this option and receive, on behalf of your estate, the Common Stock or other consideration resulting from such exercise. marital settlement agreement. View More
Transferability. Except as otherwise provided in this Section 8, Section, your option Option is not transferable, except by will or by the laws of descent and distribution, and is exercisable during your life only by you. (a) Certain Trusts. Upon receiving written permission from the Board or its duly authorized designee, you may transfer your option to a trust if you are considered to be the sole beneficial owner (determined under Section 671 of the Code and applicable state law) while the option is held in the... trust. You and the trustee must enter into transfer and other agreements required by the Company. (b) Domestic Relations Orders. Upon receiving written permission from the Board or its duly authorized designee, and provided that you and the designated transferee enter into transfer and other agreements required by the Company, you may transfer your option pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted by Treasury Regulation 1.421-1(b)(2) that contains the information required by the Company to effectuate the transfer. You are encouraged to discuss the proposed terms of any division of this option with the Company prior to finalizing the domestic relations order or marital settlement agreement to help ensure the required information is contained within the domestic relations order or marital settlement agreement. If your option is an Incentive Stock Option, the option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. (c) Beneficiary Designation. Upon receiving written permission from the Board or its duly authorized designee, you may, by delivering written notice to the Company, in a form approved by the Company and any broker designated by the Company to handle option exercises, designate a third party who, on your death, will thereafter be entitled to exercise this option Option and receive the Common Stock Ordinary Shares or other consideration resulting from such exercise. In the absence of such a designation, your executor or administrator of your estate will be entitled to exercise this option Option and receive, on behalf of your estate, the Common Stock Ordinary Shares or other consideration resulting from such exercise. exercise to the extent applicable in accordance with your will or the laws of intestacy. View More
Transferability. Except as otherwise provided in this Section 8, your option 7, this Option is not transferable, except by will or by the laws of descent and distribution, and is exercisable during your life only by you. (a) Limitations on Transfer; Compliance with "Blackout" Window Period. In addition to any other limitation on transfer created by applicable securities laws, you agree not to assign, hypothecate, donate, encumber or otherwise dispose of any interest in any of the shares of Common Stock subject t...o this Option until the shares are issued to you in accordance with this Award Agreement. After the shares have been issued to you, you are free to assign, hypothecate, donate, encumber or otherwise dispose of any interest in such shares provided that any such actions are in compliance with the provisions herein, any applicable Company policies (including, but not limited to, insider trading and window period policies) and applicable securities laws. By accepting this Option, whether electronically or otherwise, you agree not to sell any such shares following a termination of your Continuous Service until the expiry of any "blackout" or other designated window period in which sales of shares of Common Stock are not permitted in place at the time of such termination. 4 (b) Certain Trusts. Upon receiving written permission from the Board Company's General Counsel or its duly authorized his or her designee, you may transfer your option this Option to a trust if you are considered to be the sole beneficial owner (determined under Section 671 of the Code and applicable state law) while the option this Option is held in the trust. You trust, provided that you and the trustee must enter into transfer and other agreements required by the Company. (b) (c) Domestic Relations Orders. Upon receiving written permission from the Board Company's General Counsel or its duly authorized his or her designee, and provided that you and the designated transferee enter into transfer and other agreements required by the Company, you may transfer your option this Option pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted by Treasury Regulation 1.421-1(b)(2) order that contains the information required by the Company to effectuate the transfer. You are encouraged to discuss the proposed terms of any division of this option Option with the Company prior to finalizing the domestic relations order or marital settlement agreement to help ensure the required information is contained within the domestic relations order or marital settlement agreement. If your option is an Incentive Stock Option, the option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. (c) order. (d) Beneficiary Designation. Upon receiving written permission from the Board Company's General Counsel or its duly authorized his or her designee, you may, by delivering written notice to the Company, Company (including electronically) in a form approved provided by or otherwise satisfactory to the Company and any broker designated by the Company to handle effect option exercises, designate a third party who, on in the event of your death, will shall thereafter be entitled to exercise this option Option and receive the Common Stock or other consideration resulting from such exercise. In the absence of such a designation, your executor or administrator of your estate will shall be entitled to exercise this option Option and receive, on behalf of your estate, the Common Stock or other consideration resulting from such exercise. View More
Transferability. Except Prior to the time that shares of Common Stock have been delivered to you, you may not transfer, pledge, sell or otherwise dispose of any portion of the Restricted Stock Units or the shares in respect of your Restricted Stock Units. For example, you may not use shares that may be issued in respect of your Restricted Stock Units as security for a loan, nor may you transfer, pledge, sell or otherwise provided dispose of such shares. This restriction on transfer will lapse upon delivery to yo...u of shares in this Section 8, respect of your option is vested Restricted Stock Units. (a) Death. Your Restricted Stock Units are not transferable, except transferable other than by will or and by the laws of descent and distribution, and is exercisable during your life only by you. (a) Certain Trusts. distribution. Upon receiving written permission from the Board or its duly authorized designee, you may transfer your option may, by delivering written notice to the Company, in a trust if you are considered form provided by or otherwise satisfactory to be the sole beneficial owner (determined Company and any broker designated by the Company to effect transactions under Section 671 of the Code and applicable state law) while the option is held Plan, designate a third party who, in the trust. You and event of your death, will thereafter be entitled to receive any distribution of Common Stock or other consideration to which you were entitled at the trustee must enter into transfer and time of your death pursuant to this Agreement. In the absence of such a designation, your executor or administrator of your estate will be entitled to receive, on behalf of your estate, such Common Stock or other agreements required by the Company. consideration. (b) Domestic Relations Orders. Upon receiving written permission from the Board or its duly authorized designee, and provided that you and the designated transferee enter into transfer and other agreements required by the Company, you may transfer your option right to receive the distribution of Common Stock or other consideration under your Restricted Stock Units, pursuant to the terms of a domestic relations order, order or official marital settlement agreement or other divorce or separation instrument as permitted by Treasury Regulation 1.421-1(b)(2) that contains the information required by the Company to effectuate the transfer. You are encouraged to discuss with the Company's General Counsel the proposed terms of any division of this option with the Company such transfer prior to finalizing the domestic relations order or marital settlement agreement to help ensure the required information is contained within the domestic relations order or marital settlement agreement. If The Company is not obligated to allow you to transfer your option is an Incentive Stock Option, the option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. (c) Beneficiary Designation. Upon receiving written permission from the Board Award in connection with your domestic relations order or its duly authorized designee, you may, by delivering written notice to the Company, in a form approved by the Company and any broker designated by the Company to handle option exercises, designate a third party who, on your death, will thereafter be entitled to exercise this option and receive the Common Stock or other consideration resulting from such exercise. In the absence of such a designation, your executor or administrator of your estate will be entitled to exercise this option and receive, on behalf of your estate, the Common Stock or other consideration resulting from such exercise. marital settlement agreement. View More
Transferability. Except as otherwise provided in this Section 8, Section, your option Option is not transferable, except by will or by the laws of descent and distribution, and is exercisable during your life only by you. (a) Certain Trusts. Upon receiving written permission from the Board or its duly authorized designee, you may transfer your option to a trust if you are considered to be the sole beneficial owner (determined under Section 671 of the Code and applicable state law) while the option is held in the... trust. You and the trustee must enter into transfer and other agreements required by the Company. (b) Domestic Relations Orders. Upon receiving written permission from the Board or its duly authorized designee, and provided that you and the designated transferee enter into transfer and other agreements required by the Company, you may transfer your option pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted by Treasury Regulation 1.421-1(b)(2) that contains the information required by the Company to effectuate the transfer. You are encouraged to discuss the proposed terms of any division of this option with the Company prior to finalizing the domestic relations order or marital settlement agreement to help ensure the required information is contained within the domestic relations order or marital settlement agreement. If your option is an Incentive Stock Option, the option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. (c) Beneficiary Designation. Upon receiving written permission from the Board or its duly authorized designee, you may, by delivering written notice to the Company, in a form approved by the Company and any broker designated by the Company to handle option exercises, designate a third party who, on your death, will thereafter be entitled to exercise this option Option and receive the Common Stock Ordinary Shares or other consideration resulting from such exercise. In the absence of such a designation, your executor or administrator of your estate will be entitled to exercise this option Option and receive, on behalf of your estate, the Common Stock Ordinary Shares or other consideration resulting from such exercise. View More
Transferability. Except as otherwise provided in this Section 8, 9, your option is not transferable, except by will or by the laws of descent and distribution, and is exercisable during your life only by you. (a) Certain Trusts. Upon receiving written permission from the Board or its duly authorized designee, you may transfer your option to a trust if you are considered to be the sole beneficial owner of the option (determined under Section 671 of the Code and applicable state law) while the option is held in th...e trust. You trust, subject to you and the trustee must enter entering into transfer and other agreements required by the Company. (b) Domestic Relations Orders. Upon receiving written permission from the Board or its duly authorized designee, and provided that you and the designated transferee enter into transfer and other agreements required by the Company, you may transfer your option pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted by Treasury Regulation 1.421-1(b)(2) that contains the information required by the Company to effectuate the transfer. You are encouraged to discuss the proposed terms of any division of this option with the Company prior to finalizing the domestic relations order or marital settlement agreement to help ensure the required information is contained within the domestic relations order or marital settlement agreement. If your option is an Incentive Stock Option, the option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. (c) Beneficiary Designation. Upon receiving written permission from the Board or its duly authorized designee, you may, by delivering written notice to the Company, in a form approved provided by or otherwise satisfactory to the Company and any broker designated by the Company to handle option exercises, Company, designate a third party who, on in the event of your death, will shall thereafter be entitled to exercise this option and receive the Common Stock or other consideration resulting from such exercise. exercise, but only to the extent that you were entitled to exercise the option as of the date of your death. In the absence of such a designation, your executor or administrator of your estate will shall be entitled to exercise this option and receive, on behalf of your estate, the Common Stock or other consideration resulting from such exercise. exercise, but only to the extent that you were entitled to exercise the option as of the date of your death. 3 10. Option not a Service Contract. Your option is not an employment or service contract, and nothing in your option shall be deemed to create in any way whatsoever any obligation on your part to continue in the employ of the Company or an Affiliate, or of the Company or an Affiliate to continue your employment. In addition, nothing in your option shall obligate the Company or an Affiliate, their respective stockholders, Boards of Directors, Officers or Employees to continue any relationship that you might have as a Director or Consultant for the Company or an Affiliate. View More
Transferability. Except as otherwise provided in this Section 8, 10, your option Option is not transferable, transferable except by will or by the laws of descent and distribution, distribution and is exercisable 4 during your life lifetime only by you. (a) Certain Trusts. Upon receiving written permission from you; provided, however, that the Board or may, in its duly authorized designee, sole discretion, permit you may to transfer your option Option to such extent as permitted by Rule 701, if applicable at the... time of the grant of the Option and in a trust manner consistent with applicable tax and securities laws upon your request. Additionally, if your Option is an Incentive Stock Option, the Board may permit you are considered to be transfer your Option only to the sole beneficial owner (determined under Section 671 extent permitted by Sections 421, 422 and 424 of the Code and applicable state law) while the option is held in the trust. You and the trustee must enter into transfer regulations and other agreements required by guidance thereunder. Notwithstanding anything to the Company. (b) contrary in this Section 10 or otherwise in this Option Agreement, if at any period of time FivePrime is relying on Rule 12h-1(f), your Option is transferrable during such period only to the extent permissible under Rule 12h-1(f). (a) Domestic Relations Orders. Upon receiving written permission from the Board or its duly authorized designee, and provided that you and the designated transferee enter into transfer and other agreements required by the Company, FivePrime, you may transfer your option Option pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted by Treasury Regulation 1.421-1(b)(2) order that contains the information required by the Company FivePrime to effectuate the transfer. You are encouraged to discuss the proposed terms of any division of this option Option with the Company FivePrime prior to finalizing the domestic relations order or marital settlement agreement to help ensure the required information is contained within the domestic relations order or marital settlement agreement. order. If your option this Option is an Incentive Stock Option, the option this Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. (c) (b) Beneficiary Designation. Upon receiving written permission from the Board or its duly authorized designee, you may, by delivering written notice to the Company, FivePrime, in a form approved provided by the Company and any broker designated by the Company or otherwise satisfactory to handle option exercises, FivePrime, designate a third party who, on in the event of your death, will shall thereafter be entitled to exercise this option your Option and receive the Common Stock or other consideration resulting from such exercise. In the absence of such a designation, your the executor or administrator of your estate will shall be entitled to exercise this option Option and receive, on behalf of your estate, the Common Stock or other consideration resulting from such exercise. View More
