Common use of Certain Transfers Clause in Contracts

Certain Transfers. Notwithstanding the foregoing: (i) If the Offered Securities will be sold by means of a registered underwritten offering, then the Selling Stockholder's Notice need not name any Proposed Transferee if such notice (x) states that the Offered Securities will be sold by means of a broadly distributed offering and (y) contains the proposed underwriter's good faith estimate of the public offering price (the "PROPOSED PUBLIC OFFERING PRICE") based on then-current market conditions. If the non-Selling Stockholder does not elect, pursuant to its Right of First Refusal, to purchase all or a portion, as applicable, of the Offered Securities at the proposed Public Offering Price, the Selling Stockholder may transfer such Offered Securities as the non-Selling Stockholder has not elected to so purchase at prices that are based on the prevailing market price for the Offered Securities at the time of the sale of such Offered Securities even if such market price is lower than the Proposed Public Offering Price. (ii) If the Offered Securities will be sold pursuant to block trades or other brokerage transactions, then the Selling Stockholder's Notice need not name any Proposed Transferee nor any Offered Price. If the non-Selling Stockholder does not elect, pursuant to its Right of First Refusal, to purchase all of the Offered Securities on the date of the Selling Stockholder's Notice at the closing market price for the Offered Securities on the date of the Selling Stockholder's Notice, the Selling Stockholder may transfer such Offered Securities at prices that are based on the prevailing market price in effect for the Offered Securities at the time of the sale of such Offered Securities through block trades or other brokerage transaction, even if such market price is lower than the closing market price for such Offered Securities on the date of the Selling Stockholder's Notice.

Certain Transfers. Notwithstanding the foregoing: (i) If the Offered Securities will be sold by means of a registered underwritten offering, then the Selling Stockholder's Notice need not name any Proposed Transferee if such notice (x) states that the Offered Securities will be sold by means of a broadly distributed offering and (y) contains the proposed underwriter's good faith estimate of the public offering price (the "PROPOSED PUBLIC OFFERING PRICEProposed Public Offering Price") based on then-current market conditions. If the non-Selling Stockholder does not elect, pursuant to its Right of First Refusal, to purchase all or a portion, as applicable, of the Offered Securities at the proposed Public Offering Price, the Selling Stockholder may transfer such Offered Securities as the non-Selling Stockholder has not elected to so purchase at prices that are based on the prevailing market price for the Offered Securities at the time of the sale of such Offered Securities even if such market price is lower than the Proposed Public Offering Price. (ii) If the Offered Securities will be sold pursuant to block trades or other brokerage transactions, then the Selling Stockholder's Notice need not name any Proposed Transferee nor any Offered Price. If the non-Selling Stockholder does not elect, pursuant to its Right of First Refusal, to purchase all of the Offered Securities on the date of the Selling Stockholder's Notice at the closing market price for the Offered Securities on the date of the Selling Stockholder's Notice, the Selling Stockholder may transfer such Offered Securities at prices that are based on the prevailing market price in effect for the Offered Securities at the time of the sale of such Offered Securities through block trades or other brokerage transaction, even if such market price is lower than the closing market price for such Offered Securities on the date of the Selling Stockholder's Notice.

Certain Transfers. Executive hereby covenants with the Corporation not to make any sale of the shares of Common Stock underlying the Exchanged Securities under the Registration Statement without complying with the provisions of this Agreement and without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), and Executive acknowledges and agrees that such shares of Common Stock underlying the Exchanged Securities are not transferable on the books of the Corporation unless the certificate submitted to the transfer agent evidencing the shares of Common Stock underlying the Exchanged Securities is accompanied by a separate Executive’s Certificate of Subsequent Sale: (i) in the form of Exhibit B hereto, (ii) executed by Executive, and (iii) to the effect that (A) the shares of Common Stock underlying the Exchanged Securities have been sold in accordance with the Registration Statement, the Securities Act, and any applicable state securities or Blue Sky laws, and (B) the prospectus delivery requirement effectively has been satisfied. Executive acknowledges that there may occasionally be times when the Corporation must suspend the use of the prospectus (the “Prospectus”) forming a part of the Registration Statement (a “Suspension”) until such time as an amendment to the Registration Statement has been filed by the Corporation and declared effective by the Commission, or until such time as the Corporation has filed an appropriate report with the Commission pursuant to the Exchange Act. Without the Corporation’s prior written consent, which consent shall not unreasonably be withheld or delayed, Executive shall not use any written materials to offer the shares of Common Stock underlying the Exchanged Securities for resale other than the Prospectus, including any “free writing prospectus” as defined in Rule 405 under the Securities Act. Executive covenants that it will not sell any shares of Common Stock underlying the Exchanged Securities pursuant to said Prospectus during the period commencing at the time when the Corporation gives Executive written notice of the suspension of the use of said Prospectus and ending at the time when the Corporation gives Executive written notice that Executive may thereafter effect sales pursuant to said Prospectus. Notwithstanding the foregoing: (i) If the Offered Securities will be sold by means of a registered underwritten offering, then the Selling Stockholder's Notice need not name any Proposed Transferee if such notice (x) states that the Offered Securities will be sold by means of a broadly distributed offering and (y) contains the proposed underwriter's good faith estimate of the public offering price (the "PROPOSED PUBLIC OFFERING PRICE") based on then-current market conditions. If the non-Selling Stockholder does not elect, pursuant to its Right of First Refusal, to purchase all or a portion, as applicable, of the Offered Securities at the proposed Public Offering Price, the Selling Stockholder may transfer such Offered Securities as Corporation agrees that no Suspension shall be for a period of longer than 60 consecutive days, and no Suspension shall be for a period longer than 120 days in the non-Selling Stockholder has not elected aggregate in any 12 month period. Executive further covenants to so purchase at prices that are based on notify the prevailing market price for the Offered Securities at the time Corporation promptly of the sale of such Offered all of its shares of Common Stock underlying the Exchanged Securities. The term “Registration Statement” shall include any preliminary prospectus, final prospectus, free writing prospectus, exhibit, supplement, or amendment included in or relating to, and any document incorporated by reference in, the Registration Statement. At any time that Executive is an Affiliate of the Corporation, any resale of the Exchanged Securities even if such market price is lower than or shares of Common Stock underlying the Proposed Public Offering Price. (ii) If the Offered Exchanged Securities will that purports to be sold pursuant to block trades or other brokerage transactions, then the Selling Stockholder's Notice need not name any Proposed Transferee nor any Offered Price. If the non-Selling Stockholder does not elect, pursuant to its Right of First Refusal, to purchase effected under Rule 144 shall comply with all of the Offered Securities on the date of the Selling Stockholder's Notice at the closing market price for the Offered Securities on the date of the Selling Stockholder's Notice, the Selling Stockholder may transfer such Offered Securities at prices that are based on the prevailing market price in effect for the Offered Securities at the time of the sale requirements of such Offered Securities through block trades or other brokerage transactionrule, even if such market price is lower than including the closing market price for such Offered Securities on the date “manner of the Selling Stockholder's Noticesale” requirements set forth in Rule 144(f).

Certain Transfers. Director hereby covenants with the Corporation not to make any sale of the shares of Common Stock underlying the Exchanged Securities under the Registration Statement without complying with the provisions of this Agreement and without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), and Director acknowledges and agrees that such shares of Common Stock underlying the Exchanged Securities are not transferable on the books of the Corporation unless the certificate submitted to the transfer agent evidencing the shares of Common Stock underlying the Exchanged Securities is accompanied by a separate Director’s Certificate of Subsequent Sale: (i) in the form of Exhibit B hereto, (ii) executed by Director, and (iii) to the effect that (A) the shares of Common Stock underlying the Exchanged Securities have been sold in accordance with the Registration Statement, the Securities Act, and any applicable state securities or Blue Sky laws, and (B) the prospectus delivery requirement effectively has been satisfied. Director acknowledges that there may occasionally be times when the Corporation must suspend the use of the prospectus (the “Prospectus”) forming a part of the Registration Statement (a “Suspension”) until such time as an amendment to the Registration Statement has been filed by the Corporation and declared effective by the Commission, or until such time as the Corporation has filed an appropriate report with the Commission pursuant to the Exchange Act. Without the Corporation’s prior written consent, which consent shall not unreasonably be withheld or delayed, Director shall not use any written materials to offer the shares of Common Stock underlying the Exchanged Securities for resale other than the Prospectus, including any “free writing prospectus” as defined in Rule 405 under the Securities Act. Director covenants that it will not sell any shares of Common Stock underlying the Exchanged Securities pursuant to said Prospectus during the period commencing at the time when the Corporation gives Director written notice of the suspension of the use of said Prospectus and ending at the time when the Corporation gives Director written notice that Director may thereafter effect sales pursuant to said Prospectus. Notwithstanding the foregoing: (i) If the Offered Securities will be sold by means of a registered underwritten offering, then the Selling Stockholder's Notice need not name any Proposed Transferee if such notice (x) states that the Offered Securities will be sold by means of a broadly distributed offering and (y) contains the proposed underwriter's good faith estimate of the public offering price (the "PROPOSED PUBLIC OFFERING PRICE") based on then-current market conditions. If the non-Selling Stockholder does not elect, pursuant to its Right of First Refusal, to purchase all or a portion, as applicable, of the Offered Securities at the proposed Public Offering Price, the Selling Stockholder may transfer such Offered Securities as Corporation agrees that no Suspension shall be for a period of longer than 60 consecutive days, and no Suspension shall be for a period longer than 120 days in the non-Selling Stockholder has not elected aggregate in any 12 month period. Director further covenants to so purchase at prices that are based on notify the prevailing market price for the Offered Securities at the time Corporation promptly of the sale of such Offered all of its shares of Common Stock underlying the Exchanged Securities. The term “Registration Statement” shall include any preliminary prospectus, final prospectus, free writing prospectus, exhibit, supplement, or amendment included in or relating to, and any document incorporated by reference in, the Registration Statement. At any time that Director is an Affiliate of the Corporation, any resale of the Exchanged Securities even if such market price is lower than or shares of Common Stock underlying the Proposed Public Offering Price. (ii) If the Offered Exchanged Securities will that purports to be sold pursuant to block trades or other brokerage transactions, then the Selling Stockholder's Notice need not name any Proposed Transferee nor any Offered Price. If the non-Selling Stockholder does not elect, pursuant to its Right of First Refusal, to purchase effected under Rule 144 shall comply with all of the Offered Securities on the date of the Selling Stockholder's Notice at the closing market price for the Offered Securities on the date of the Selling Stockholder's Notice, the Selling Stockholder may transfer such Offered Securities at prices that are based on the prevailing market price in effect for the Offered Securities at the time of the sale requirements of such Offered Securities through block trades or other brokerage transactionrule, even if such market price is lower than including the closing market price for such Offered Securities on the date “manner of the Selling Stockholder's Noticesale” requirements set forth in Rule 144(f).