Company Consent Right. The Participant may not sell, transfer, assign, pledge, or otherwise dispose of or encumber any Shares acquired through an exercise of this Option or any right or interest therein, whether voluntarily or by operation of law, or by gift or otherwise (each, a “Transfer”) without the prior written consent of the Company, upon duly authorized action of the Board. The Company may withhold consent for any legitimate corporate purpose, as determined by the Board. Examples of the basis for the Company to withhold its consent include, without limitation, (i) if such Transfer is to individuals, companies or any other form of entity identified by the Company as a potential competitor or considered by the Company to be unfriendly; (ii) if such Transfer increases the risk of the Company having a class of security held by record by 2,000 or more persons, or 500 or more persons who are not accredited investors (as such term is defined by the Securities and Exchange Commission (the “SEC”)), as described in Section 12(g) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) and any related regulations, or otherwise requiring the Company to register any class of securities under the 1934 Act; (iii) if such Transfer would result in the loss of any federal or state securities law exemption relied upon by the Company in connection with the initial issuance of such shares or the issuance of any other securities; (iv) if such Transfer is facilitated in any manner by any public posting, message board, trading portal, internet site, or similar method of communication, including, without limitation, any trading portal or internet site intended to facilitate secondary transfers of securities; (v) if such Transfer is to be effected in a brokered transaction; or (vi) if such Transfer represents a Transfer of less than all of the shares of Common Stock then held by the stockholder and its affiliates or is to be made to more than a single transferee.
Company Consent Right. Parent and the Stockholders shall not amend or modify this Agreement (a) to increase or decrease, or change the form of, the consideration to be paid to the Stockholders pursuant to this Agreement, or (b) in a manner that would reasonably be expected to materially delay or prevent the consummation of the Share Exchange or the other Transactions, in each case, without the prior written consent of the Company. The Company is a third party beneficiary of this Section 8.7.
