Common use of Delay of Transfer Clause in Contracts

Delay of Transfer. The Company shall not incur any liability to the Investors, any of their respective controlled Affiliates or any other Person for any delay in recognizing any Transfer of TME Securities if the Company in good faith reasonably determines that such Transfer may have been or would be in violation in any material respect of the provisions of the Securities Act, any applicable Foreign or State Act or this Agreement. Without limiting any of the other provisions of this Article II, the Company shall not exercise its power to suspend registration of Transfer of TME Securities by any Investor or its controlled Affiliates pursuant to Article 36 of the Company Articles, except to the extent the Board determines in good faith after consultation with its outside counsel that such Transfer would, if consummated, result in a violation by the Company of applicable Laws.