Restrictions on Transfer and Exercise. (a) Except as provided in this Section 3, this Option, and rights under this Option, may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Awardee and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company.
Restrictions on Transfer and Exercise. (a) This option shall be exercisable during the Optionee’s lifetime only by the Optionee and shall be nontransferable by the Optionee otherwise than by will or the laws of descent and distribution or through a property settlement upon dissolution of marriage.
Restrictions on Transfer and Exercise. (a) Except as hereinafter provided, no Option granted pursuant to the Plan may be exercised at any time unless the holder thereof is then an Employee or Director of the Company. Options granted under the Plan shall not be affected by any change of employment so long as the grantee continues to be an Employee or Director of the Company or of a subsidiary.
Restrictions on Transfer and Exercise. The right to exercise the Option and to acquire Option Shares shall not be transferable other than upon Opitionee’s death by Will or the laws of descent and distribution. During Optionee’s lifetime, the right to exercise the Option and to acquire Option Shares may only be exercised by Optionee.
Restrictions on Transfer and Exercise. Subject to the conditions specified in this Section 5 with respect to compliance with the provisions of the Securities Act, this Warrant shall be freely transferable by the Holder. The holder of this Warrant agrees that such holder will not transfer this Warrant or the related Warrant Shares (a) prior to delivery to the Company of an opinion of counsel selected by the Warrantholder and reasonably satisfactory to the Company, stating that such transfer is exempt from registration under the Securities Act, or (b) until registration of such Warrants and/or Warrant Shares under the Securities Act has become effective and continues to be effective at the time of such transfer. An appropriate legend may be endorsed on the Warrants and the certificates of the Warrant Shares evidencing these restrictions. Notwithstanding any provision contained in this Warrant to the contrary, the Warrantholder shall not be entitled to exercise this Warrant to the extent that such exercise would cause the Company or the Warrantholder to violate the Securities Act or applicable state securities laws. This Warrant shall not be transferable to any person or entity (other than an affiliate of the Warrantholder), which is engaged in the business of insurance-related e-commerce or agency management software, without the prior written consent of the Company.
Restrictions on Transfer and Exercise. Except as provided in the Merger Agreement or in Section 2 below, the Stockholders may not to sell, transfer (whether by gift, operation of law or otherwise), assign, pledge, hypothecate, encumber or otherwise transfer, dispose of or encumber any Shares, or exercise any Options until this Agreement is terminated pursuant to Section 3 hereof.
Restrictions on Transfer and Exercise. This Option and the Shares issuable upon exercise thereof have not been registered under the Securities Act of 1933, as amended (the "1933 Act"), or the securities laws of any state of the United States. This Option may not be exercised and neither this Option or any portion thereof nor the Shares issuable upon exercise thereof may be offered or sold or otherwise distributed for value, nor may such securities be transferred on the books of the Company, without registration of the Shares issuable upon exercise of this Option under the 1933 Act and all applicable state securities laws or compliance with an exemption from such registration requirements, such compliance, at the option of the Company, to be evidenced by an opinion of counsel, concurred in by counsel for the Company, that no violation of said registration provisions would result therefrom. Subject to compliance with the preceding sentence, this Option or any portion thereof may be transferred, assigned, pledged or hypothecated (whether by operation of law or otherwise) only to employees of B&P who are accredited investors within the meaning of Rule 501 of Regulation D under the 1933 Act (a "Permitted Transferee") and shall not be subject to 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 hereof, or upon the sale or levy or any attachment of similar process upon the rights and privileges conferred hereby, this Option shall thereupon terminate and become null and void.
