Transferability Contract Clauses (8,797)

Grouped Into 139 Collections of Similar Clauses From Business Contracts

This page contains Transferability clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Transferability. Subject to any exceptions set forth in this Agreement or the Plan, until vested, the Target Award or the rights relating thereto may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Grantee. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Target Award or the rights relating thereto prior to vesting shall be wholly ineffective and, if any such attempt is made, the Target Award will be forfeited by the... Grantee and all of the Grantee's rights to such Target Award shall immediately terminate without any payment or consideration by the Company. View More Arrow
Transferability. Subject to any exceptions set forth in this Agreement or the Plan, until vested, the Target or Actual Award or the rights relating thereto may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Grantee. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Target or Actual Award or the rights relating thereto prior to vesting shall be wholly ineffective and, if any such attempt is made, the Target or Actual... Award will be forfeited by the Grantee and all of the Grantee's rights to such Target or Actual Award shall immediately terminate without any payment or consideration by the Company. View More Arrow
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Transferability. This Debenture has been issued by the Company for the sole benefit of Holder and may not be sold, transferred or otherwise assigned without the prior written consent of the Company, and the Holder agrees not to take any actions which would cause any third party to have such an interest in this Debenture.
Transferability. This Debenture has been issued by the Company for the sole benefit of Holder and may not be sold, transferred or otherwise assigned without the prior written consent of the Company, such consent not to be unreasonably withheld, and the Holder agrees not to take any actions which would cause any third party to have such an interest in this Debenture.
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Transferability. During the period commencing on the date hereof and ending on the Finally Determined Deactivated Machine Credit Determination Date, the Holder may not sell, assign, mortgage, transfer, pledge, hypothecate or otherwise dispose of or encumber, in whole or in part (a "Transfer"), this Seller Note or any of its rights or obligations under this Seller Note to any Person without the prior written consent of the Maker. Any purported transfer of this Seller Note or a portion hereof that does not comply... with the provisions of this Section 9 shall be null and void and of no effect. Following the Finally Determined Deactivated Machine Credit Determination Date, the Holder may Transfer this Seller Note; provided, that the Holder agrees for the benefit of the Maker that (a) this Seller Note may be offered, resold, pledged or otherwise transferred only (i) to the Maker or any affiliate thereof, (ii) pursuant to an exemption from the registration requirements of the Securities Act (and based upon an opinion of counsel selected by the Holder if the Maker so requests in writing), or (iii) pursuant to an effective registration statement under the Securities Act, in each case, in accordance with any applicable securities laws of any state of the United States, (b)(i) the Holder will not Transfer this Seller Note to any Person if, at the time of such Transfer, the Holder has actual knowledge that such Person has been found unsuitable by any commercial gaming authority in any jurisdiction in which the Maker or any of its Subsidiaries then holds a gaming license or permit and (ii) the rights of the Holder to make Transfers of this Seller Note shall be subject to the approval of any Gaming Authority (as defined in the Existing Credit Agreement), to the extent required by any applicable Gaming Laws (as defined in the Existing Credit Agreement) and (c) the Holder will, and each subsequent holder is required to, notify any subsequent holder of this Seller Note of the resale restrictions referred to in the immediately preceding clauses (a) and (b). Notwithstanding anything to the contrary contained in this Section 9, it is understood and agreed that the Holder 6 may grant a security interest in this Seller Note as collateral in accordance with the terms of any current or future debt financing of the Holder or any of the Holder's Affiliates, and such grant of a security interest will not constitute a Transfer for purposes of this Seller Note. View More Arrow
Transferability. During the period commencing on the date hereof and ending on the Finally Determined Deactivated Machine Credit Determination Date, the Holder may not sell, assign, mortgage, transfer, pledge, hypothecate or otherwise dispose of or encumber, in whole or in part (a "Transfer"), this Seller Note or any of its rights or obligations under this Seller Note to any Person without the prior written consent of the Maker. Any purported transfer of this Seller Note or a portion hereof that does not comply... with the provisions of this Section 9 shall be null and void and of no effect. Following the Finally Determined Deactivated Machine Credit Determination Date, the Holder may Transfer this Seller Note; provided, that the Holder agrees for the benefit of the Maker that (a) this Seller Note may be offered, resold, pledged or otherwise transferred only (i) to the Maker or any affiliate thereof, (ii) pursuant to an exemption from the registration requirements of the Securities Act (and based upon an opinion of counsel selected by the Holder if the Maker so requests in writing), or (iii) pursuant to an effective registration statement under the Securities Act, in each case, in accordance with any applicable securities laws of any state of the United States, (b)(i) the Holder will not Transfer this Seller Note to any Person if, at the time of such Transfer, the Holder has actual knowledge that such Person has been found unsuitable by any commercial gaming authority in any jurisdiction in which the Maker or any of its Subsidiaries then holds a gaming license or permit and (ii) the rights of the Holder to make Transfers of this Seller Note shall be subject to the approval of any Gaming Authority (as defined in the Existing Credit Agreement), to the extent required by any applicable Gaming Laws (as defined in the Existing Credit Agreement) and (c) the Holder will, and each subsequent holder is required to, notify any subsequent holder of this Seller Note of the resale restrictions referred to in the immediately preceding clauses (a) and (b). Notwithstanding anything to the contrary contained in this Section 9, it is understood and agreed that the Holder 6 may grant a security interest in this Seller Note as collateral in accordance with the terms of any current or future debt financing of the Holder or any of the Holder's Affiliates, and such grant of a security interest will not constitute a Transfer for purposes of this Seller Note. 6 10. Successors and Assigns; Amendments and Waivers. This Seller Note shall bind the Maker and its successors and permitted assigns, and the benefits of this Seller Note shall inure to the benefit of the Holder and its successors and permitted assigns. No amendment, waiver or other modification of any provision of this Seller Note shall be effective without the Maker's and the Holder's prior written consent. The Holder shall not by any act of omission or commission be deemed to waive any of its rights or remedies hereunder unless such waiver be in writing and signed by the Holder (and then only to the extent specifically set forth therein). A waiver of any one event shall not be construed as continuing or as a bar to or waiver of such right or remedy on a subsequent event. View More Arrow
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Transferability. Shares that are not Earned Shares that have become vested in accordance with paragraph 3 may not be transferred; provided, however, that the Participant may transfer the Participant's rights under this Agreement by will or the laws of descent and distribution. Subject to the requirements of applicable securities laws, Earned Shares that have become vested in accordance with paragraph 3 may be transferred.
Transferability. Shares that are not vested Earned Shares that have become vested in accordance with paragraph 3 may not be transferred; provided, however, that the Participant may transfer the Participant's rights under this Agreement by will or the laws of descent and distribution. Subject to the requirements of 2 applicable securities laws, Earned Shares that have become vested in accordance with paragraph 3 may be transferred.
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Transferability. This Warrant may be assigned in whole or in part during your lifetime either as (a) a gift to one or more members of your Immediate Family or to a trust in which you and/or one or more such family members hold more than 50% of the beneficial interest or (b) pursuant to a domestic relations order. The assigned portion shall be exercisable only by the person or persons who acquire a proprietary interest in the Warrant pursuant to such assignment. The terms applicable to the assigned portion shall... be the same as those in effect for this Warrant immediately prior to such assignment and shall be set forth in such documents issued to the assignee as the Board of Directors may deem appropriate. Except for assignments to a person or an entity expressly permitted pursuant to the first sentence of this Section 6 above (a "Permitted Transferee"), the Warrant may not be assigned, transferred, pledged, or otherwise hypothecated by you or any Permitted Transferee. Additionally, you or any Permitted Transferee may not hedge or enter into any derivative or other transaction in respect of the Warrant Shares (the intention of the parties being that you, together with any Permitted Transferee, shall maintain a net long position in respect of the Warrant Shares). You shall (i) cause any Permitted Transferee to comply with the covenants herein and (ii) upon the written request of the Corporation certify as to your compliance with the covenants herein from time to time. Notwithstanding anything to the contrary herein, the covenants and limits on transferability in this Section 6 shall terminate on the earliest of (x) October 3, 2022, (y) your termination of employment by the Corporation without Cause, or a termination by you for Good Reason, or (z) a Change in Control. View More Arrow
Transferability. This Warrant and all rights hereunder may be assigned in whole or in part during your lifetime either as (a) a gift to one or more members of your Immediate Family or to a trust in which you and/or one or more such family members hold more than 50% of the beneficial interest or (b) pursuant to a domestic relations order. The assigned portion shall be exercisable only by the person or persons who acquire a proprietary interest in the Warrant pursuant to such assignment. The terms applicable to... the assigned portion shall be the same as those in effect for this Warrant immediately prior to such assignment and shall be set forth in such documents 9 issued to the assignee as the Board of Directors may deem appropriate. Except for assignments to a person or an entity expressly permitted pursuant to the first sentence of this Section 6 above (a "Permitted Transferee"), the Warrant may not be assigned, transferred, pledged, or otherwise hypothecated by you or any Permitted Transferee. Additionally, you or any Permitted Transferee may not hedge or enter into any derivative or other transaction in respect of the Warrant Shares (the intention of the parties being that you, together with any Permitted Transferee, shall maintain a net long position in respect of the Warrant Shares). You shall (i) cause any Permitted Transferee to comply with the covenants herein and (ii) upon the written request of the Corporation certify as to your compliance with the covenants herein from time to time. Notwithstanding anything to the contrary herein, the covenants and limits on transferability in this Section 6 shall terminate on the earliest of (x) October 3, 2022, (y) your termination of employment by the Corporation without Cause, (a) September 25, 2023 or a termination by you for Good Reason, or (z) (b) a Change in Control. View More Arrow
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Transferability. Neither the Performance Shares granted hereby nor any interest therein or in the Common Shares related thereto shall be transferable prior to payment other than by the laws of descent and distribution.
Transferability. Neither the Performance Shares granted hereby nor any interest therein or in the shares of Common Shares Stock related thereto shall will be transferable prior to payment or assignable other than by will or the laws of descent and distribution. distribution prior to payment.
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Transferability. (a) The Option may not be transferred in any manner other than by will or by the laws of descent or distribution and may be exercised during the lifetime of the Grantee only by the Grantee; provided, however, that the Grantee may transfer the Option (a) pursuant to a domestic relations order by a court of competent jurisdiction or (b) to any Family Member of the Grantee in accordance with Section 17.11.2 of the Plan by delivering to the Company a notice of assignment in a form acceptable to the... Company. No transfer or assignment of the Option to or on behalf of a Family Member under this Section 5 shall be effective until the Company has acknowledged such transfer or assignment in writing. (b) Without limitation of Section 9 below, any Issued Shares in connection with the Option shall be subject to the Company's right of first refusal under Section 17.4.1 of the Plan, the Company's right of repurchase under Section 17.4.2 of the Plan, the market standoff requirement under Section 17.5 of the Plan, and the transfer restrictions under Section 17.11.3 of the Plan. View More Arrow
Transferability. (a) The Option may not be transferred in any manner other than by will or by the laws of descent or distribution and may be exercised during the lifetime of the Grantee only by the Grantee; provided, however, that the Grantee may transfer the Option (a) pursuant to a domestic relations order by a court of competent jurisdiction or (b) to any Family Member of the Grantee in accordance with Section 17.11.2 of the Plan by delivering to the Company a notice of assignment in a form acceptable to the... Company. No transfer or assignment of the Option to or on behalf of a Family Member under this Section 5 shall be effective until the Company has acknowledged such transfer or assignment in writing. Grantee. (b) Without limitation of Section 9 below, any Issued Shares in connection with the Option shall be subject to the Company's right of first refusal under Section 17.4.1 of the Plan, the Company's right of repurchase under Section 17.4.2 of the Plan, the market standoff requirement under Section 17.5 of the Plan, and the transfer restrictions under Section 17.11.3 of the Plan. View More Arrow
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Transferability. The Shares may not be sold, transferred, pledged, assigned, encumbered, or otherwise alienated or hypothecated until they become fully vested and transferable in accordance with Sections 2 and 4 of this Agreement and then only to the extent permitted under the Agreement and the Plan and any applicable securities laws. Prior to full vesting and transferability, all rights with respect to the Shares granted to a Participant under the Plan shall be available, during such Participant's lifetime,... only to such Participant. View More Arrow
Transferability. The Shares may not be sold, transferred, pledged, assigned, encumbered, or otherwise alienated or hypothecated until they become fully vested and transferable in accordance with Sections Section 2 and 4 of this Agreement and then only to the extent permitted under the Agreement and the Plan and any applicable securities laws. Prior to full vesting and transferability, all rights with respect to the Shares granted to a Participant under the Plan shall be available, during such Participant's... lifetime, only to such Participant. View More Arrow
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Transferability. This Option is personal to the Optionee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution. This Option is exercisable, during the Optionee's lifetime, only by the Optionee, and thereafter, only by the Optionee's legal representative or legatee. 3 8. Miscellaneous. Notices hereunder shall be mailed or delivered to the Company's principal place of business, 84 October Hill Road, Holliston, MA... 01746 and shall be mailed or delivered to the Optionee at the address set forth below, or in either case at such other address as one party may subsequently furnish to the other party in writing. View More Arrow
Transferability. This Option is personal to the Optionee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution. This Option is exercisable, during the Optionee's lifetime, only by the Optionee, and thereafter, only by the Optionee's legal representative or legatee. 3 8. 7. Miscellaneous. Notices hereunder shall be mailed or delivered to the Company's principal place of business, 84 October Hill Road, Rd., Holliston,... MA 01746 and shall be mailed or delivered to the Optionee at the address set forth below, or in either case at such other address as one party may subsequently furnish to the other party in writing. View More Arrow
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Transferability. To the extent that the Restricted Shares are then unvested, Employee shall not transfer, sell, assign, pledge, hypothecate or otherwise dispose of the Restricted Shares.
Transferability. To the extent that the Restricted Shares are then unvested, Employee the Director shall not transfer, sell, assign, pledge, hypothecate or otherwise dispose of the Restricted Shares.
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