Common use of Limitations on Assignability Clause in Contracts

Limitations on Assignability. The Option shall not be transferable by the Participant except (a) by will or by the laws of descent and distribution, (b) pursuant to a qualified domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act or the rules thereunder or (c) to the Participant's spouse, siblings, children, children-in-law and grandchildren; provided that the Option and any Shares shall remain subject to this agreement (including, without limitation, the provisions of Section 12), and each such transferee shall so acknowledge in writing to the Company as a condition precedent to the effectiveness of such transfer; and provided further that either the Participant or such transferee provides the Company with the transferee's address for notices sufficient for the Company to comply with Section 14. Except as provided in the previous sentence, the Option shall be exercisable, during the Participant's lifetime, only by the Participant (or, in the event of legal incapacity or incompetency, by the Participant's guardian or representative) and shall not be assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted transfer, assignment, pledge, hypothecation or other disposition of the Option or of any rights granted hereunder contrary to the provisions of this Section 7, or the levy of any attachment or similar process upon the Option shall be null and void.

Appears in 2 contracts

Sources: Consulting Agreement (Memory Pharmaceuticals Corp), Consulting Agreement (Memory Pharmaceuticals Corp)