Earnout Rights Not Transferable. No person may sell, exchange, transfer or otherwise dispose of his, her or its right to receive the Earnout Merger Consideration, if any, other than by operation of law. Any transfer or purported transfer in violation of this Section 3.04 shall be null and voice ab initio and shall not be recognized by CytRx.
Earnout Rights Not Transferable. No Shareholder may sell, exchange, transfer or otherwise dispose of his, her or its right to receive any portion of the Earnout Amount, other than by the laws of descent and distribution or succession, and any transfer in violation of this
Earnout Rights Not Transferable. No Stockholder may sell, exchange, transfer or otherwise dispose of his, her or its right to receive any portion of the Earnout Amount, other than (i) by the laws of descent and distribution or succession, or (ii) to affiliates of the Stockholder, provided that the Stockholder shall have obtained an opinion of legal counsel reasonably acceptable to Parent to the effect that the Earnout Amount may be so transferred in compliance with applicable federal and state securities laws, and any transfer in violation of this SECTION 9.5(d) shall be null and void and shall not be recognized by Parent or the Surviving Corporation.
Earnout Rights Not Transferable. No portion of the First Booking Earnout or any Subsequent Booking Earnout may be pledged, encumbered, sold, assigned or transferred (including any transfer by operation of law), by an Effective Time Holder or be taken or reached by any legal or equitable process in satisfaction of any debt or other liability of such holder, prior to the distribution to such holder of such First Booking Earnout or Subsequent Booking Earnout in accordance with this Agreement.
Earnout Rights Not Transferable. No portion of the Gross Contingent Consideration may be pledged, encumbered, sold, assigned or transferred (including any transfer by operation of law), by an Effective Time Holder or be taken or reached by any legal or equitable process in satisfaction of any debt or other liability of such holder, prior to the distribution to such holder of the Net Contingent Consideration in accordance with this Agreement.
Earnout Rights Not Transferable. Except with the prior written consent of Parent, no Seller may sell, exchange, transfer or otherwise dispose of his, her or its right to receive any portion of the earnout amounts payable pursuant to this Section 1.10, other than by the laws of descent and distribution or succession or a transfer to a trust for the benefit of such Seller’s family members. Any transfer in violation of this Section 1.10(e)(ii) shall be null and void and need not be recognized by Parent or the Acquired Corporation.
Earnout Rights Not Transferable. No Stockholder may sell, exchange, transfer or otherwise dispose of his, her or its right to receive any portion of the Earnout Consideration, other than by the laws of descent and distribution or succession, and any transfer in violation of this Section 8.6(d) shall be null and void and shall not be recognized by Parent or the Final Surviving Entity.
Earnout Rights Not Transferable. No Holder may sell, exchange, transfer or otherwise dispose of his, her or its right to receive any portion of the Earnout Consideration without Parent’s prior written consent (which may be withheld in Parent’s absolute discretion), other than by the laws of descent and distribution or succession by will, legal representative upon incompetence or for bona fide estate planning purposes, pursuant to a divorce or separation agreement or a divorce decree or in connection with bankruptcy, and any transfer in violation of this Section 1.6 will be null and void and will not be recognized by Parent or the Surviving Company; provided, any Holder that is an entity may distribute its rights under this Annex A to its partners, members or other owners, pro rata in accordance with their ownership interests in such entity; provided further that such rights so distributed will not be further transferred except in accordance with this Section 1.6.
Earnout Rights Not Transferable. No Stockholder may sell, exchange, transfer or otherwise dispose of his, her or its right to receive any portion of the Earnout Consideration, other than by the laws of descent and distribution or succession, and any transfer in violation of this Section 8.3(d) shall be null and void and shall not be recognized by Parent or the Final Surviving Entity; provided, however, that any Stockholder that is a limited partnership, limited liability company, corporation, trust or other entity shall have the right to assign its rights to receive the Earnout Consideration to any affiliated entities within the same fund family or corporate group. Parent shall maintain, or cause to be maintained by its agent, a register (the "Register”) on which it enters the name and address of each Person that has a right to receive any portion of the Earnout Consideration (each, and “Earnout Interest”). Any Earnout Interest may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register. Prior to the registration of assignment or sale of any Earnout Interest, Parent shall treat the Person in whose name such Earnout Interest is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes.
Earnout Rights Not Transferable. Except with the written consent of Parent (which consent may be withheld in Parent's sole discretion), no Stockholder may sell, exchange, transfer or otherwise dispose of his, her or its right to receive any portion of the Earnout Consideration, other than (i) by the laws of descent and distribution or succession, or (ii) as a result of any donative transfer to any child, stepchild, grandchild, parent, stepparent, grandparent, spouse or sibling, including adoptive relationships of any Stockholder, or a trust, corporation, partnership or other entity for the exclusive benefit of such persons, and any transfer in violation of this SECTION 8.3(d) shall be null and void and shall not be recognized by Parent or the Final Surviving Entity.
