Transfer by Pledgor. The Pledgor shall not sell, assign, transfer or otherwise dispose of, grant any option with respect to, or mortgage, pledge or otherwise encumber (collectively, a “Disposition”) the Pledged Shares or any interest therein, except that the Shares may be transferred to a Permitted Transferee. For purposes herein, “Permitted Transferee” shall mean any immediate family member or trust or other estate planning entity for the benefit of Pledgor or any member of Pledgor’s immediate family; provided, that (i) the Company is given prior written notice of any such proposed transfer, (ii) such Permitted Transferee agrees to be bound by the same terms and conditions as Pledgor under this Agreement, (iii) the Pledgor receives no consideration for the transfer of the Shares and (iv) the Shares shall continue to be subject to the same restrictions, terms and conditions as were applicable to the Shares immediately prior to the transfer.
Appears in 2 contracts
Sources: Secured Promissory Note (Acceleron Pharma Inc), Secured Promissory Note (Acceleron Pharma Inc)