Option Transfer Sample Clauses
The Option Transfer clause defines the conditions under which a party may transfer or assign its rights to exercise an option under the agreement to another party. Typically, this clause outlines any restrictions, such as requiring the original party to obtain written consent from the other contracting party before transferring the option, or specifying that only certain types of entities are eligible transferees. Its core practical function is to provide clarity and control over who may ultimately benefit from the option, thereby preventing unauthorized or undesirable transfers and ensuring that all parties are aware of and agree to any changes in the option holder.
Option Transfer. (a) Eligible employees in the State Health Insurance Plan may elect to participate in a federally qualified or State certified Health Maintenance Organization (HMO) which has been approved to participate in the State Health Insurance Program by the Joint Committee on Health and Dental Benefits. Employees may change their health insurance option each year throughout the month of November unless another period is mutually agreed upon by the State and the Joint Committee on Health and Dental Benefits.
Option Transfer. (a) Eligible employees in the State Health Insurance Plan may elect to participate in a federally qualified or State certified Health Maintenance Organization (HMO) which has been approved to participate in the State Health Insurance Program by the Joint Committee on Health and Dental Benefits. Employees may change their health insurance option each year throughout the month of November unless another period is mutually agreed upon by the State and the Joint Committee on Health and Dental Benefits.
(1) If the rate renewals are not available by the time of the option transfer period, then the option transfer period shall be extended to assure ample time for employees to transfer.
Option Transfer. Except as otherwise provided in this Agreement, this Option and the rights and privileges conferred hereby shall not be transferred, assigned, pledged, or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to sale under execution, attachment, or similar process. Upon any attempt to transfer, assign, pledge, hypothecate, or otherwise dispose of this Option, or of any right or privilege conferred hereby, contrary to the provisions of this Agreement, or upon any attempted sale under any execution, attachment, or similar process upon the rights and privileges conferred hereby, this Option and the rights and privileges conferred hereby shall immediately become null and void.
Option Transfer. The Company hereby agrees that, notwithstanding the terms of the Plan and your Award Agreement, prior to the cancellation of any Employee or Director Option, you may transfer any ▇▇▇▇ ▇▇▇▇▇▇ 3 November 27, 2001 outstanding Employee or Director Option held by you to any "family member" of yours in accordance with the terms of this Agreement provided the conditions set forth below are met.
(i) For purposes of the foregoing, "family member" includes any of your child, legally adopted stepchild, grandchild, parent, stepparent through legal adoption, grandparent, spouse (other than those legally separated), son-in-law, daughter-in-law, a trust in which these persons have one hundred percent of the beneficial interest, a foundation, charitable lead trust or charitable remainder trust as to which these aforementioned persons or the employee manage one hundred percent of the assets, and any other entity of which the aforementioned persons, trust or charitable entities or the employee own one hundred percent of the voting interests and provided further that any lead or remainder interest of a charitable lead trust of charitable entity be held by or for the benefit of these aforementioned persons. To the extent you desire to transfer Options for estate planning purposes to family members, trusts or foundations not mentioned in the previous sentence, the Company will consider in good faith any requests by you for such a transfer and permit such transfers to the extent such transfers do not or are not likely to result in accounting charges.
(ii) You (or your estate or representative) shall remain obligated to satisfy all employment tax and other tax obligations (including withholding tax) associated with the exercise of the transferred Employee or Director Options.
(iii) You shall notify the Company in writing that such transfer has occurred and provide details as to which and how many Employee or Director Options were transferred.
(iv) You shall indemnify the Company with respect to any claim, cause of action or other expense incurred by the Company (including attorneys fees) in connection with, or arising from, any such transfer executed or proposed by you (or your estate or representative), other than as a result of the Company's gross negligence or misconduct.
(v) Following such transfer, the transferred stock options shall continue to be subject to the same terms and conditions as were applicable to the Employee or Director Options immediately prior to the transf...
Option Transfer. This Option is freely transferable (a) upon surrender of this Option to the Company at its then principal executive offices with a properly completed and duly executed option transfer agreement in the form attached hereto as Exhibit B, (b) subject to compliance with applicable securities Laws (including the Securities Act and any applicable state securities or “blue sky” laws), and (c) with the prior written consent of the Company, which consent will not be unreasonably conditioned, delayed or withheld; provided (i) any conditioning, delaying or withholding of consent to a proposed transfer to an Activist Fund or any transferee that is primarily engaged in television broadcasting or print or digital media publishing will not be deemed to be unreasonable and (ii) no prior written consent is required with respect to a transfer to an Affiliate of the transferring Holder so long as such Affiliate is not primarily engaged in television broadcasting or print or digital media publishing (except that the requirements with respect to such businesses will not apply to the extent the Company is not engaged in such businesses as of the time of the transfer) and such Affiliate is not an Activist Fund. Upon request of a Holder, the Company will use reasonable best efforts to assist such Holder in any sale without registration of all or any portion of this Option (a “Resale”) under the Securities Act in accordance with applicable securities Laws including any sale under any of Rule 144, Rule 144A or Regulation S promulgated under the Securities Act. The Company will cooperate with and assist each such Holder in connection with any Resale by such Holder, including, subject to prospective purchasers’ execution of a customary confidentiality agreement in a form acceptable to the Company, by (A) providing direct contact between its senior management and advisors and prospective purchasers, (B) responding to reasonable inquiries of, and providing answers to, prospective purchasers, (C) providing assistance in completion of the prospective purchasers’ reasonable due diligence review, (D) hosting one or more meetings of prospective purchasers at the Company’s facilities or such other location selected by the Company (provided that the Company shall not be required to host more than two of such meetings with respect to any single prospective purchaser) and (E) providing all reasonable information and access required or advisable to comply with applicable securities Laws. Upon su...