Common use of Certain Transfers Clause in Contracts

Certain Transfers. Except for transfers to family members who agree to be bound by the restrictions set forth in Section 15.1 (or trusts for the benefit of the STOCKHOLDERS or family members, the trustees of which so agree) and except pursuant to Section 17 hereof, regardless of whether transfers of such shares are restricted pursuant to the terms of this Agreement, during the two-year period commencing on the Closing Date, the STOCKHOLDERS shall not sell, assign, exchange, transfer, distribute or otherwise dispose of, in any transaction or series of transactions involving more than 5,000 shares (a "Future Sale"), any shares of VPI Stock received by the STOCKHOLDERS pursuant to Section 3.1 except in accordance with this Section 15.2. If any STOCKHOLDER desires to make a Future Sale, the STOCKHOLDER shall first provide written notice thereof to VPI. VPI shall have three (3) days after receipt of such notice by VPI in which to arrange for a private sale of such shares through one or more of the Underwriters, and such STOCKHOLDER may not make the Future Sale except pursuant to such arrangements; provided, however, that the terms of such sale (including commissions) are at least as favorable as the terms the STOCKHOLDER would have received in the absence of this Section 15.2. If VPI has not successfully arranged for a private sale of such shares through one or more the Underwriters within such three (3) day period, the restrictions of this Section 15.2 shall not apply to such Future Sale. Any subsequent Future Sales by such STOCKHOLDER must be made in accordance with this Section 15.2. The terms of this Section 15.2 shall not apply to pledges of shares of VPI Stock.

Certain Transfers. Except for transfers to family members who agree to be bound by the restrictions set forth in Section 15.1 (or trusts for the benefit of the STOCKHOLDERS or family members, the trustees of which so agree) and except pursuant to Section 17 hereof, regardless of whether transfers of such shares are restricted pursuant to the terms of this Agreement, during the two-year period commencing on the Closing Funding and Consummation Date, the STOCKHOLDERS shall not sell, assign, exchange, transfer, distribute or otherwise dispose of, in any transaction or series of transactions involving more than 5,000 shares (a "Future Sale"), any shares of VPI TSII Stock as described in Section 3.1 received by the STOCKHOLDERS pursuant to Section 3.1 in the transaction contemplated hereby except in accordance with this Section 15.2. If any STOCKHOLDER desires to make a Future Sale, the STOCKHOLDER shall first provide written notice thereof to VPITSII. VPI shall have three (3) days As soon as practicable after receipt of such notice by VPI TSII, TSII shall designate in which writing to arrange for a private sale the STOCKHOLDER the names and other pertinent information of such shares two investment banks or market makers through one or more of whom the Underwriters, and such Future Sale may be made. The STOCKHOLDER may not make the Future Sale except pursuant to such arrangementsthrough one of the designated investment banks or market makers for TSII Stock; provided, however, that the terms of such sale Future Sale (including commissions) are shall be at least as favorable to the COMPANY as the terms the STOCKHOLDER COMPANY would have received in the absence of this Section 15.2. If VPI has not successfully arranged for a private sale of such shares through one or more the Underwriters within such three (3) day period, the restrictions of this Section 15.2 shall not apply to such Future Sale. Any subsequent Future Sales by such STOCKHOLDER must be made in accordance with this Section 15.2. The terms of this Section 15.2 shall not apply to pledges of shares of VPI Stock.

Certain Transfers. Except for transfers to family members who agree to be bound by the restrictions set forth in Section 15.1 (or trusts for the benefit of the STOCKHOLDERS or family members, the trustees of which so agree) and except pursuant to Section 17 hereof, regardless of whether transfers of such shares are restricted pursuant to the terms of this Agreement, during the two-year period commencing on the Closing Funding and Consummation Date, none of the STOCKHOLDERS shall not sell, assign, exchange, transfer, distribute or otherwise dispose of, in any transaction or series of transactions involving more than 5,000 shares (a "Future Sale"), any shares of VPI TSII Stock as described in Section 3.1 received by the STOCKHOLDERS pursuant to Section 3.1 in the transaction contemplated hereby except in accordance with this Section 15.2. If any STOCKHOLDER desires to make a Future Sale, the STOCKHOLDER shall first provide written notice thereof to VPITSII. VPI shall have three (3) days As soon as practicable after receipt of such notice by VPI TSII, TSII shall designate in which writing to arrange for a private sale the STOCKHOLDER the names and other pertinent information of such shares two investment banks or market makers through one or more of whom the Underwriters, and such Future Sale may be made. The STOCKHOLDER may not make the Future Sale except pursuant to such arrangementsthrough one of the designated investment banks or market makers for TSII Stock; provided, however, that the terms of such sale Future Sale (including commissions) are shall be at least as favorable to the COMPANY as the terms the STOCKHOLDER COMPANY would have received in the absence of this Section 15.2. If VPI has not successfully arranged for a private sale of such shares through one or more the Underwriters within such three (3) day period, the restrictions of this Section 15.2 shall not apply to such Future Sale. Any subsequent Future Sales by such STOCKHOLDER must be made in accordance with this Section 15.2. The terms of this Section 15.2 shall not apply to pledges of shares of VPI Stock.

Certain Transfers. Except for transfers to family members who agree to be bound by the restrictions set forth in Section 15.1 (or trusts for the benefit of the STOCKHOLDERS or family members, the trustees of which so agree) and except pursuant to Section 17 hereof, regardless of whether transfers of such shares are restricted pursuant to the terms of this Agreement, during the two-year period commencing on the Closing Date, the STOCKHOLDERS shall not sell, assign, exchange, transfer, distribute or otherwise dispose of, in any transaction or series of transactions involving more than 5,000 shares (a "Future Sale"), any shares of VPI Stock received by the STOCKHOLDERS pursuant to Section 3.1 2 except in accordance with this Section 15.2. If any STOCKHOLDER desires to make a Future Sale, the STOCKHOLDER shall first provide written notice thereof to VPI. VPI shall have three (3) days after receipt of such notice by VPI in which to arrange for a private sale of such shares through one or more of the Underwriters, and such STOCKHOLDER may not make the Future Sale except pursuant to such arrangements; provided, however, that the terms of such sale (including commissions) are at least as favorable as the terms the STOCKHOLDER would have received in the absence of this Section 15.2. If VPI has not successfully arranged for a private sale of such shares through one or more the Underwriters within such three (3) day period, the restrictions of this Section 15.2 shall not apply to such Future Sale. Any subsequent Future Sales by such STOCKHOLDER must be made in accordance with this Section 15.2. The terms of this Section 15.2 shall not apply to pledges of shares of VPI Stock.

Certain Transfers. Except for transfers to family members who agree to be bound by the restrictions set forth in Section 15.1 (or trusts for the benefit of the STOCKHOLDERS STOCKHOLDER or family members, the trustees of which so agree) and except pursuant to Section 17 hereof, regardless of whether transfers of such shares are restricted pursuant to the terms of this Agreement, during the two-year period commencing on the Closing Date, the STOCKHOLDERS STOCKHOLDER shall not sell, assign, exchange, transfer, distribute or otherwise dispose of, in any transaction or series of transactions involving more than 5,000 shares (a "Future Sale"), any shares of VPI Stock received by the STOCKHOLDERS STOCKHOLDER pursuant to Section 3.1 except in accordance with this Section 15.2. If any the STOCKHOLDER desires to make a Future Sale, the STOCKHOLDER shall first provide written notice thereof to VPI. VPI shall have three (3) days after receipt of such notice by VPI in which to arrange for a private sale of such shares through one or more of the Underwriters, and such the STOCKHOLDER may not make the Future Sale except pursuant to such arrangements; provided, however, that the terms of such sale (including commissions) are at least as favorable as the terms the STOCKHOLDER would have received in the absence of this Section 15.2. If VPI has not successfully arranged for a private sale of such shares through one or more of the Underwriters within such three (3) day period, the restrictions of this Section 15.2 shall not apply to such Future Sale. Any subsequent Future Sales by such the STOCKHOLDER must be made in accordance with this Section 15.2. The terms of this Section 15.2 shall not apply to pledges of shares of VPI Stock, and the STOCKHOLDER shall be entitled to pledge his shares of VPI Stock in increments of such amounts as STOCKHOLDER, in his sole discretion, may determine. Any restrictive legend placed upon the certificates of VPI Stock shall indicate this ability to pledge the VPI Stock subject to any other restriction set forth therein. VPI shall cooperate with the STOCKHOLDER and issue or cause to be issued such certificates of shares representing the VPI Stock promptly and in such amounts as requested by the STOCKHOLDER. VPI agrees to acknowledge any pledge of the VPI Stock made by the STOCKHOLDER and comply with the terms of the security agreement or other instrument creating or evidencing such pledge to the extent not inconsistent with this Agreement or law, including without limitation (a) providing the pledgee/secured party with appropriate financial information concerning VPI, (b) notifying the pledgee/secured party of the amount of VPI Stock previously sold or to be sold by the STOCKHOLDER and (c) allowing the pledgee/secured party to rely on VPI for a determination of whether a transfer of such VPI Stock would not violate Rule 144(e)(2) of the 1933 Act in the event VPI authorizes the transfer by the pledgee/secured party of the pledged VPI Stock. VPI agrees to respond promptly to requests by the STOCKHOLDER or any pledgee/secured party to transfer or sell the VPI Stock; provide that VPI receives customary broker's representations and opinion of counsel that such transfer or sales are exempt from registration under the 1933 Act. STOCKHOLDER shall reimburse VPI for reasonable costs incurred by VPI in complying with any obligation relating to a pledgee/secured party arising under this Section 15.2.