Transferability of the Shares. 11.1 Shares which are issued by an exercise of this Option shall be subject to the transfer restrictions of Section 7.6, the Right of First Refusal in Section 9, the Buy-Out Option described in Section 17, and the other transfer restrictions set forth herein. Accordingly, such Shares may be sold, transferred, pledged, hypothecated or otherwise disposed of only as provided herein.
Transferability of the Shares. (a) The Consultant acknowledges it as acquiring the Shares for investment purposes only, and not for distribution or fractionalization. The Shares have not been registered under federal or state securities laws. Transfer of the Shares is accordingly restricted and, unless a registration statement relating to the issuance of the Shares is in effect at the time of issuance, the Shares will bear appropriate restrictive legends. The Company shall allow the Consultant to direct the allocation of the Shares to up to four persons or to hypothecate, sell, assign or transfer (a" Transfer") all or a part of the Shares to up to four persons, including principals of the Consultant, provided that (i) the Consultant confirms to the Company it has not made any offer to sell or solicitation of offers to buy the Shares, and that it has conveyed to the potential transferee(s) (the "Transferees") all information necessary to fully inform the Transferees of the Company and its business, (ii) the Transferee's establish to the Company's satisfaction that the Transferees are accredited investors (as defined under Regulation D) (iii) the Transferees are acquiring the Shares for investment purposes only and (iv) acknowledge that they have been given access to all material information regarding the Company, and (v) such other reasonable requirement of the securities laws is available for the Transfer of the Shares.
Transferability of the Shares. (a) Purchaser hereby authorizes and directs the secretary of the Company, or such other person designated by the Company from time to time, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company.
Transferability of the Shares. Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all provisions hereof and shall acknowledge the same by signing a copy of this Agreement.
Transferability of the Shares. 6.5.1 Employee hereby authorizes and directs the secretary of the Company, or such other person designated by the Company, to transfer to the Company on the Company stock records the Shares subject to the Repurchase Right as to which the Company has exercised its Repurchase Right. Employee further authorizes the Company to refuse, or to cause its transfer agent to refuse, to transfer any Shares attempted to be transferred in violation of this Agreement.
Transferability of the Shares. Escrow -------------------------------------
Transferability of the Shares. (a) The Unvested Shares and/or Shares that the amounts due in respect thereof pursuant to this Purchase Agreement and/or the Installment Obligation are not fully paid, shall not be assigned, transferred or given as collateral or any right with respect to them may not be given to any third party whatsoever, by the Purchaser until such time that the Unvested Shares or any part thereof is fully vested and paid for.
Transferability of the Shares. (a) The shares issuable upon exercise of the Substitute Option are subject to a Right of First Refusal (as defined below) under this Agreement, and they may be sold, transferred, pledged, hypothecated or otherwise disposed of only as provided herein. Grantee further authorizes the Company to refuse, or to cause its transfer agent to refuse, to transfer any stock attempted to be transferred in violation of this Agreement.
Transferability of the Shares. No unvested Shares nor any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of Grantee or Grantee's successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect.
Transferability of the Shares. The Shares represent 99,99% of the share capital of, and of the voting rights in, the Company. The Shares are owned respectively by Sanofi and IP, in the respective numbers and proportions as set forth in Schedule 4.6. Each Seller represents and warrants with respect to its respective Shares, that the Shares held by it may be freely disposed by it without any restrictions whatsoever other than those resulting from the clause d'agrement contained in Article 10(a) of the by-laws of the Company and that it has agreed to waive its right of first refusal over the Shares provided under Section 2.3.1 of the Shareholders' Agreement.
