Common use of Assignment and Transferability Clause in Contracts

Assignment and Transferability. Prior to the Applicable Vesting Date, and notwithstanding anything set forth in the Shareholder Agreement to the contrary, the Restricted Seller may not transfer, pledge, mortgage, charge or otherwise dispose of or encumber, or grant any option or right over, any unvested Restricted Shares, whether voluntarily or involuntarily, by operation of law or otherwise; provided that nothing herein shall restrict Parent from exercising the drag-along rights set forth in Section 2.3 of the Shareholder Agreement. Notwithstanding the foregoing, the Parent agrees that the Restricted Seller shall, if the shares in the Parent are listed for public trading on a stock exchange or an authorized market, be entitled to transfer the Restricted Shares to an endowment insurance (Sw. kapitalförsäkring) held by the Restricted Seller. For the avoidance of doubt, this Agreement shall continue to apply also following such transfer, and, consequently, if an Employee Termination occurs while the Restricted Shares are held through an endowment insurance, the Restricted Seller agrees to immediately following receipt of notice from Parent pursuant to Section 2(b)(iii) above (i) take actions in order to ensure a transfer of the Restricted Shares to the Parent, or (ii) transfer to the Parent a number of shares, equal to the number of Restricted Shares (and comprising same class of shares) in each case pursuant to and on the terms set out in Section 2 (b)(iiii).3