Prohibitions Against Transfer Clause Samples
The Prohibitions Against Transfer clause restricts a party’s ability to assign, transfer, or delegate its rights or obligations under the agreement to another party without prior consent. In practice, this means that neither party can sell, assign, or otherwise transfer their interest in the contract—such as transferring ownership of intellectual property or subcontracting duties—unless the other party agrees in writing. This clause serves to maintain control over who is involved in the contractual relationship, preventing unwanted third parties from entering the agreement and ensuring that obligations are fulfilled by the original parties.
Prohibitions Against Transfer. The Option, and the rights and privileges conferred hereby, may not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) by the Participant, or be subject to execution, attachment or similar process, and shall be exercisable only by the Participant, except as provided in Section 12 of the Plan.
Prohibitions Against Transfer. Shareholder agrees that Shareholder shall not effect any sale, transfer or other disposition of any Parent Shares unless:
a. such sale, transfer or other disposition is effected pursuant to an effective registration statement under the Act;
b. such sale, transfer or other disposition is made in conformity with the requirements of Rule 145 under the Act, as evidenced by a broker's letter and a representation letter executed by Shareholder (satisfactory in form and content to Parent) stating that such requirements have been met;
c. counsel reasonably satisfactory to Parent shall have advised Parent in a written opinion letter (satisfactory in form and content to Parent), upon which Parent may rely, that such sale, transfer or other disposition will be exempt from registration under the Act; or
d. an authorized representative of the SEC shall have rendered written advice to Shareholder to the effect that the SEC would take no action, or that the staff of the SEC would not recommend that the SEC take action, with respect to such sale, transfer or other disposition, and a copy of such written advice and all other related communications with the SEC shall have been delivered to Parent.
Prohibitions Against Transfer. (a) Stockholder agrees that, during the period from the date 30 days prior to the date of consummation of the Merger through the date on which financial results covering at least 30 days of post-Merger combined operations of Parent and the Company have been published by Parent (within the meaning of the applicable "pooling of interests" accounting requirements) (the "Restricted Period"):
(i) Stockholder shall not sell, transfer or otherwise dispose of, or reduce Stockholder's interest in or risk relating to, (A) any capital stock of the Company (including, without limitation, the Company Shares and any additional shares of capital stock of the Company acquired by Stockholder, whether upon exercise of a stock option or otherwise), except pursuant to and upon consummation of the Merger, or (B) any option or other right to purchase any shares of capital stock of the Company, except by exercise of an option or pursuant to and upon consummation of the Merger; and
(ii) Stockholder shall not sell, transfer or otherwise dispose of, or reduce Stockholder's interest in or risk relating to, (A) any shares of capital stock of Parent (including without limitation the Parent Shares and any additional shares of capital stock of Parent acquired by Stockholder, whether upon exercise of a stock option or otherwise), or (B) any option or other right to purchase any shares of capital stock of Parent, except by exercise of an option.
(b) Notwithstanding the restrictions contained in Section 3(a), Stockholder may transfer or otherwise reduce his risk relative to shares of Company Common Stock or Parent Common Stock during the Restricted Period if (i) Parent, after consulting with its independent accountants, determines that such transfer or reduction in risk will not adversely affect the ability of Parent to account for the Merger as a "pooling of interests," and (ii) Parent consents in writing to such transfer or reduction in risk (it being understood that Parent will not unreasonably withhold or delay such consent).
(c) Stockholder agrees that Stockholder shall not effect any sale, transfer or other disposition of any Parent Shares unless:
(i) such sale, transfer or other disposition is effected pursuant to an effective registration statement under the Securities Act;
(ii) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145 under the Securities Act, as evidenced by a broker's letter and a representation letter executed by Stockhold...
Prohibitions Against Transfer. Stockholder agrees that Stockholder shall not effect any sale, transfer or other disposition of any shares of Parent Stock that Stockholder is to receive in the Merger (the “Parent Shares”) unless: (a) such sale, transfer or other disposition is effected pursuant to an effective registration statement under the Securities Act; (b) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145 under the Securities Act, as evidenced by a broker’s letter and a representation letter executed by Stockholder (reasonably satisfactory in form and content to Parent) stating that such requirements have been met; (c) counsel reasonably satisfactory to Parent shall have advised Parent in a written opinion letter (reasonably satisfactory in form and content to Parent), upon which Parent may rely, that such sale, transfer or other disposition will be exempt from the registration requirements of the Securities Act; or (d) an authorized representative of the Securities and Exchange Commission (“SEC”) shall have rendered written advice to Stockholder to the effect that the SEC would take no action, or that the staff of the SEC would not recommend that the SEC take action, with respect to such sale, transfer or other disposition, and a copy of such written advice and all other related communications with the SEC shall have been delivered to Parent.
Prohibitions Against Transfer. Shareholder shall not effect any sale, transfer or other disposition of any of the Parent Common Stock that he or she is to receive in the Merger unless:
(a) such sale, transfer or other disposition has been registered under the Act;
(b) such sale, transfer or other disposition is made in conformity with the requirements of Rule 144 under the Act, as evidenced by a broker's letter and a representation letter executed by Shareholder (satisfactory in form and content to Parent) stating that such requirements have been met;
(c) counsel reasonably satisfactory to Parent shall have advised Parent in a written opinion letter (satisfactory in form and content to Parent), upon which Parent may rely, that such sale, transfer or other disposition will be exempt from registration under the Act; or
(d) an authorized representative of the SEC shall have rendered written advice to Shareholder to the effect that the SEC would take no action, or that the staff of the SEC would not recommend that the SEC take action, with respect to such sale, transfer or other disposition, and a copy of such written advice and all other related communications with the SEC shall have been delivered to Parent. Shareholder has executed and delivered this Certification as of the date first written above. ________________________________________ (Signature) Name: __________________________________ Date: __________________________________ State of Residence: ____________________ AFFILIATE AGREEMENT THIS AFFILIATE AGREEMENT ("Agreement") is being executed and delivered as of December [ ], 1997 by the undersigned ("Affiliate") in favor of and for the benefit of ▇▇▇▇▇ & ▇▇▇▇▇▇▇, INC., a Delaware corporation ("Parent").
Prohibitions Against Transfer. An Award, and the rights and privileges conferred hereby, may not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) by the Participant, or be subject to execution, attachment or similar process, until vested, except as provided in Section 12(c) of the Plan and the Appendix or Appendices hereto.
Prohibitions Against Transfer. (a) Stockholder agrees that, during the period from the date 30 days prior to the date of consummation of the Merger through the date on which financial results covering at least 30 days of post-Merger combined operations of Parent and the Company have been published by Parent (within the meaning of the applicable "pooling of interests" accounting requirements):
(i) Stockholder shall not sell, transfer or otherwise dispose of, or reduce Stockholder's interest in or risk relating to, (A) any capital stock of the Company (including, without limitation, the Company Shares and any additional shares of capital stock of the Company acquired by Stockholder, whether upon exercise of a stock option or otherwise), except pursuant to and upon consummation of the Merger, or (B) any option or other right to purchase any shares of capital stock of the Company, except pursuant to and upon consummation of the Merger; and
(ii) Stockholder shall not sell, transfer or otherwise dispose of, or reduce Stockholder's interest in or risk relating to, (A) any shares of capital stock of Parent (including without limitation the Parent Shares and any additional shares of capital stock of Parent acquired by Stockholder, whether upon exercise of a stock option or otherwise), or (B) any option or other right to purchase any shares of capital stock of Parent.
(b) Stockholder agrees that Stockholder shall not effect any sale, transfer or other disposition of any Parent Shares unless such sale, transfer or other disposition is made in conformity with the requirements of Rule 145 under the Securities Act.
Prohibitions Against Transfer. The Holder understands and acknowledges that it shall not effect any sale, transfer or other disposition, or any assignment, pledge or hypothecation, of any shares of GraphOn Common Stock that he is to receive in the Merger unless:
(i) such sale, transfer, disposition, assignment, pledge or hypothecation has been registered under the Securities Act;
(ii) counsel reasonably satisfactory to GraphOn shall have advised GraphOn in a written opinion letter (satisfactory in form and content to GraphOn), upon which GraphOn may rely, that such sale, transfer, disposition, assignment, pledge or hypothecation will be exempt from registration under the Securities Act; or
(iii) an authorized representative of the SEC shall have rendered written advice to the Holder to the effect that the SEC would take no action, or that the staff of the SEC would not recommend that the SEC take action, with respect to such sale, transfer, disposition, assignment, pledge or hypothecation and a copy of such written advice and all other related communications with the SEC shall have been delivered to GraphOn.
Prohibitions Against Transfer. The Stockholder shall not effect any sale, transfer or other disposition, or any assignment, pledge or hypothecation, of any shares of Parent Common Stock that he is to receive in the Share Exchange without the Parent's prior consent unless:
(a) such sale, transfer, disposition, assignment, pledge or hypothecation has been registered under the Act; counsel reasonably satisfactory to Parent shall have advised Parent in a written opinion letter (satisfactory in form and content to Parent), upon which Parent may rely, that such sale, transfer, disposition, assignment, pledge or hypothecation will be exempt from registration under the Act; such sale, transfer, disposition, assignment, pledge or hypothecation is made in a transaction not required to be registered under the Act, including without limitation pursuant to Regulation S thereunder;or
Prohibitions Against Transfer. 2.1. Holder agrees that, until the second (2nd) anniversary of the effective date of the Merger, Holder shall not, directly or indirectly, offer, pledge, sell, or contract to sell any Parent Common Stock or any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any of Holder’s interest in or risk relating to shares of Parent Common Stock, enter into a transaction which would have the same effect or enter into a swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of the ownership of shares of Parent Common Stock attributable to the Stock Grant, whether any such transaction is to be settled by delivery of securities, in cash or otherwise. Notwithstanding the foregoing, the Holder may, at any time after the effective date of the Merger, sell, transfer or otherwise dispose of, up to a maximum of seventy percent (70%) of such Holder’s shares of Parent Common Stock attributable to the Stock Grant, exclusive of the Escrowed Shares (as defined in the Cancellation and Exchange Agreement). Nothing in this Section 2.1 shall be construed as a restriction on selling shares of Parent Common Stock held by Holder that are not attributable to the Stock Grant.
2.2. Upon a termination of Holder’s employment with the Company under Holder’s employment agreement with LogistiCare Solutions LLC dated November 6, 2007 (the “Employment Agreement”) (i) upon death or “Disability” (as such term is defined in the Employment Agreement); (ii) by Holder for “Good Reason” (as such term is defined in the Employment Agreement); or (iii) upon a “Change in Control” (as such term is defined in the Employment Agreement) with respect to Parent, the prohibitions against transfer set forth in Section 2.1 hereof shall immediately terminate.