Common use of Transfers of Option Shares Clause in Contracts

Transfers of Option Shares. The Option Shares may not be sold, assigned, transferred, or otherwise disposed of except (i) in an underwritten public offering as provided in Section 4.1 or (ii) to any purchaser of transferee who would not, to the knowledge of the Grantee after reasonable inquiry, immediately following such sale, assignment, transfer or disposal beneficially own more than 3% of the then-outstanding voting power of the Issuer; provided, however, that Grantee shall be permitted to sell any Option Shares if such sale is made pursuant to a tender or exchange offer that has been approved or recommended by a majority of the members of the Board of Directors of Issuer (which majority shall include a majority of directors who were directors as of the date hereof).

Appears in 4 contracts

Samples: Stock Option Agreement (America Online Inc), Stock Option Agreement (America Online Inc), Conformed Copy (Time Warner Inc/)

AutoNDA by SimpleDocs

Transfers of Option Shares. The Option Shares may not be sold, assigned, transferred, or otherwise disposed of except (i) in an underwritten public offering as provided in Section 4.1 or (ii) to any purchaser of transferee who would not, to the knowledge of the Grantee after reasonable inquiry, immediately following such sale, assignment, transfer or disposal beneficially own more than 35% of the then-outstanding voting power of the Issuer; provided, however, that Grantee shall be permitted to sell any Option Shares if such sale is made pursuant to a tender or exchange offer that has been approved or recommended by a majority of the members of the Board of Directors of Issuer (which majority shall include a majority of directors who were directors as of the date hereof).

Appears in 4 contracts

Samples: Stock Option Agreement (Marine Drilling Companies Inc), Stock Option Agreement (Marine Drilling Companies Inc), Stock Option Agreement (Pride International Inc)

Transfers of Option Shares. The Option Shares may not be sold, -------------------------- assigned, transferred, or otherwise disposed of except (i) in an underwritten public offering as provided in Section 4.1 or (ii) to any purchaser of transferee who would not, to the knowledge of the Grantee after reasonable inquiry, immediately following such sale, assignment, transfer or disposal beneficially own more than 35% of the then-outstanding voting power of the Issuer; provided, however, that Grantee shall be permitted to sell any Option -------- ------- Shares if such sale is made pursuant to a tender or exchange offer that has been approved or recommended by a majority of the members of the Board of Directors of Issuer (which majority shall include a majority of directors who were directors as of the date hereof).

Appears in 4 contracts

Samples: Stock Option Agreement (Western Multiplex Corp), 3 Stock Option Agreement (Adaptive Broadband Corp), Stock Option Agreement (Western Multiplex Corp)

AutoNDA by SimpleDocs

Transfers of Option Shares. (a) The Option Shares may not be sold, assigned, transferred, or otherwise disposed of except (i) in an underwritten public offering as provided in Section 4.1 or (ii) other than in accordance with Section 5.3 hereof, to any purchaser of or transferee who would not, to the knowledge of the Grantee after reasonable inquiry, immediately following such sale, assignment, transfer or disposal beneficially own more than 3% five percent (5%) of the then-outstanding voting power of the Issuer; provided, however, that Grantee shall be permitted to sell any Option Shares if such sale is made pursuant to a tender or exchange offer that has been approved or recommended by a majority of the members of the Board of Directors of Issuer (which majority shall include a majority of directors who were directors as of the date hereof).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Dallas Semiconductor Corp), Stock Option Agreement (Dallas Semiconductor Corp), Agreement and Plan of Merger (Maxim Integrated Products Inc)

Time is Money Join Law Insider Premium to draft better contracts faster.