Common use of Disposition of Shares Clause in Contracts

Disposition of Shares. The Stockholder hereby agrees that the Stockholder shall not make any disposition of the Shares (other than a permitted transfer under Section 4.1 below) unless and until: (a) the Stockholder shall have notified the Company of the proposed disposition and provided a written summary of the terms and conditions of the proposed disposition; (b) the Stockholder shall have complied with all requirements of this Agreement applicable to the disposition of the Shares; and (c) the Stockholder, if requested by the Company, shall have provided the Company with an opinion of counsel in form and substance satisfactory to the Company, that (i) the proposed disposition does not require registration of the Shares under the 1933 Act or (ii) all appropriate action necessary for compliance with the registration requirements of the 1933 Act or the requirements of any exemption from registration available under the 1933 Act (including Rule 144) have been taken. The Company shall not be required (x) to transfer on its books any Shares that have been sold or transferred in violation of the provisions of this Article 2 nor (y) to treat as the owner of the Shares, or otherwise to accord voting or dividend rights to, any transferee to whom the Shares have been transferred in contravention of this Agreement.

Disposition of Shares. The Stockholder Purchaser hereby agrees that the Stockholder Purchaser shall not --------------------- make any no disposition of the Shares (other than a permitted transfer under Section 4.1 below4.1) unless and until: (a) the Stockholder Purchaser shall have notified the Company of the proposed disposition and provided a written summary of the terms and conditions of the proposed disposition; (b) the Stockholder Purchaser shall have complied with all requirements of this Agreement applicable to the disposition of the Shares; and (c) the Stockholder, if requested by the Company, Purchaser shall have provided the Company with an opinion of counsel in form and substance satisfactory to the Company, that (i) the proposed disposition does not require registration of the Shares under the 1933 Act or (ii) all appropriate action necessary for compliance with the registration requirements of the 1933 Act or the requirements of any exemption from registration available under the 1933 Act (including Rule 144) have has been taken. The Company shall not be required (xi) to transfer on its books any Shares that have been sold or transferred in violation of the provisions of this Article 2 nor (yii) to treat as the owner of the Shares, or otherwise to accord voting or dividend rights to, any transferee to whom the Shares have been transferred in contravention of this Agreement.

Disposition of Shares. The Stockholder Except as specifically set forth below, Purchaser hereby agrees that the Stockholder it shall not make any no disposition of the Shares (other than a permitted transfer under Section 4.1 below) Shares, unless and until: (a) the Stockholder shall have notified the Company of the proposed disposition and provided a written summary of the terms and conditions of the proposed disposition; (b) the Stockholder it shall have complied with all requirements of this Agreement applicable to the disposition of such Shares; (b) it shall have notified the SharesCompany of the proposed disposition and furnished it with a written summary of the terms and conditions of the proposed disposition; and (c) the Stockholder, if requested unless otherwise waived by the Company, it shall have provided delivered to the Company with an a written opinion of counsel at the Company's expense, in form and substance satisfactory to the Company, that (i) the proposed disposition does not require registration of the Shares under the 1933 Act or (ii) all appropriate action necessary for compliance with the registration requirements of the 1933 Act or the requirements of any exemption from registration available under the 1933 Act (including Rule 144) have has been taken. The Company shall not be required (xi) to transfer on its books any Shares that which have been sold or transferred in violation of the provisions of this Article 2 Section 2, nor (yii) to treat as the owner of the Shares, or otherwise to accord voting or dividend rights to, any transferee to whom the Shares have been transferred in contravention of this Agreementso transferred.

Disposition of Shares. The Stockholder Shareholder hereby agrees that the Stockholder Shareholder shall not make any no disposition of the Restricted Shares (other than a permitted transfer under Section 4.1 below4.1) unless and untiluntil there is compliance with all of the following requirements: (a) the Stockholder Shareholder shall have notified the Company of the proposed disposition and provided a written summary of the terms and conditions of the proposed disposition;. (b) the Stockholder Shareholder shall have complied with all requirements of this Agreement applicable to the disposition of the Restricted Shares; and. (c) the Stockholder, if requested by the Company, Shareholder shall have provided the Company with an opinion of counsel written assurances, in form and substance satisfactory to the Company, that (i) the proposed disposition does not require registration of the Restricted Shares under the 1933 Act or (ii) all appropriate action necessary for compliance with the registration requirements of the 1933 Act or the requirements of any exemption from registration available under the 1933 Act (including Rule 144) have has been taken. The Company shall not be required (xi) to transfer on its books any Restricted Shares that which have been sold or transferred in violation of the provisions of this Article 2 II nor (yii) to treat as the owner of the Restricted Shares, or otherwise to accord voting or dividend rights to, any transferee to whom the Restricted Shares have been transferred in contravention of this Agreement.

Disposition of Shares. The Stockholder Purchaser hereby agrees that the Stockholder --------------------- Purchaser shall not make any disposition of the Shares (other than a permitted transfer under Section 4.1 below) unless and until:: ----------- (a) the Stockholder such Purchaser shall have notified the Company of the proposed disposition and provided a written summary of the terms and conditions of the proposed disposition; (b) the Stockholder such Purchaser shall have complied with all requirements of this Agreement applicable to the disposition of the Shares; and (c) the Stockholdersuch Purchaser, if requested by the Company, shall have provided the Company with an opinion of counsel in form and substance satisfactory to the Company, that (i) the i)the proposed disposition does not require registration of the Shares under the 1933 Act or (ii) all appropriate action necessary for compliance with the registration requirements of the 1933 Act or the requirements of any exemption from registration available under the 1933 Act (including Rule 144) have has been taken. The Company shall not be required (x) to transfer on its books any Shares that have been sold or transferred in violation of the provisions of this Article 2 nor (y) to treat as the owner of the Shares, or otherwise to accord --------- voting or dividend rights to, any transferee to whom the Shares have been transferred in contravention of this Agreement.

Disposition of Shares. The Stockholder Purchaser hereby agrees that the Stockholder Purchaser shall not make any disposition of the Shares (other than a permitted transfer under Section 4.1 below) unless and until: (a) the Stockholder Purchaser shall have notified the Company of the proposed disposition and provided a written summary of the terms and conditions of the proposed disposition; (b) the Stockholder Purchaser shall have complied with all requirements of this Agreement applicable to the disposition of the Shares; and (c) the StockholderPurchaser, if requested by the Company, shall have provided the Company with an opinion of counsel in form and substance satisfactory to the Company, that that (i) the proposed disposition does not require registration of the Shares under the 1933 Act or or (ii) all appropriate action necessary for compliance with the registration requirements of the 1933 Act or the requirements of any exemption from registration available under the 1933 Act (including Rule 144) have been taken. The Company shall not be required (x) to transfer on its books any Shares that have been sold or transferred in violation of the provisions of this Article 2 nor (y) to treat as the owner of the Shares, or otherwise to accord voting or dividend rights to, any transferee to whom the Shares have been transferred in contravention of this Agreement.

Disposition of Shares. The Stockholder Except as specifically set forth below, Purchaser hereby agrees that the Stockholder it shall not make any no disposition of the Shares (other than a permitted transfer under Section 4.1 below) Shares, unless and until: (a) the Stockholder shall have notified the Company of the proposed disposition and provided a written summary of the terms and conditions of the proposed disposition; (b) the Stockholder it shall have complied with all requirements of this Agreement applicable to the disposition of such Shares; (b) it shall have notified the SharesCompany of the proposed disposition and furnished it with a written summary of the terms and conditions of the proposed disposition; and (c) the Stockholder, if requested unless otherwise waived by the Company, it shall have provided delivered to the Company with an a written opinion of counsel at the Company's expense, in form and substance satisfactory to the Company, that (i) the proposed disposition does not require registration of the Shares under the 1933 Act or (ii) all appropriate action necessary for compliance with the registration requirements of the 1933 Act or the requirements of any exemption from registration available under the 1933 Act (including Rule 144) have has been taken. The Company shall not be required (xi) to transfer on its books any Shares that which have been sold or transferred in violation of the provisions of this Article 2 Section 2, nor (yii) to treat as the owner of the Shares, or otherwise to 3 accord voting or dividend rights to, any transferee to whom the Shares have been transferred in contravention of this Agreementso transferred.

Disposition of Shares. The Stockholder Except as provided in Section 2.6 herein, Purchaser hereby agrees that the Stockholder Purchaser shall not make any no disposition or transfer of the Shares (other than a permitted transfer under Section 4.1 below3.1 hereof) unless and until: (a) the Stockholder Purchaser shall have notified the Company of the proposed disposition and provided a written summary of the terms and conditions of the proposed disposition; (b) the Stockholder Purchaser shall have complied with all requirements of this Agreement applicable to the disposition of the Shares; and (c) the Stockholder, if requested by the Company, Purchaser shall have provided the Company with an opinion of counsel in form and substance satisfactory to the Company, that (i) the proposed disposition does not require registration of the Shares under the 1933 Act or (ii) all appropriate action necessary for compliance with the registration requirements of the 1933 Act or the requirements of any exemption from registration available under the 1933 Act (including Rule 144) have has been taken. The Company shall not be required (xi) to transfer on its books any Shares that have been sold or transferred in violation of the provisions of this Article Section 2 nor (yii) to treat as the owner of the Shares, or otherwise to accord voting or dividend rights to, any transferee to whom the Shares have been transferred in contravention of this Agreement.

Disposition of Shares. The Stockholder Purchaser hereby agrees that the Stockholder Purchaser shall not --------------------- make any no disposition of the Purchased Shares (other than a permitted transfer under Section 4.1 below4.1) unless and until: (a) the Stockholder Purchaser shall have notified the Company of the proposed disposition and provided a written summary of the terms and conditions of the proposed disposition; (b) the Stockholder Purchaser shall have complied with all requirements of this Agreement applicable to the disposition of the Purchased Shares; and (c) the Stockholder, if requested by the Company, Purchaser shall have provided the Company with an opinion of counsel in form and substance satisfactory to the Company, that (i) the proposed disposition does not require registration of the Purchased Shares under the 1933 Act or (ii) all appropriate action necessary for compliance with the registration requirements of the 1933 Act or the requirements of any exemption from registration available under the 1933 Act (including Rule 144) have has been taken. The Company shall not be required (xi) to transfer on its books any Purchased Shares that have been sold or transferred in violation of the provisions of this Article 2 nor (yii) to treat as the owner of the Purchased Shares, or otherwise to accord voting or dividend rights to, any transferee to whom the Purchased Shares have been transferred in contravention of this Agreement.

Disposition of Shares. The Stockholder Optionee hereby agrees that the Stockholder Optionee shall not make any no disposition of the Purchased Shares (other than a permitted transfer under Section 4.1 belowparagraph 4.1) unless and untiluntil there is compliance with all of the following requirements: (a) the Stockholder Optionee shall have notified the Company Corporation of the proposed disposition and provided a written summary of the terms and conditions of the proposed disposition;. (b) the Stockholder Optionee shall have complied with all requirements of this Agreement applicable to the disposition of the Purchased Shares; and. (c) the Stockholder, if requested by the Company, Optionee shall have provided the Company Corporation with an opinion of counsel written assurances, in form and substance satisfactory to the CompanyCorporation, that (i) the proposed disposition does not require registration of the Purchased Shares under the 1933 Act or (ii) all appropriate action necessary for compliance with the registration requirements of the 1933 Act or the requirements of any exemption from registration available under the 1933 Act (including Rule 144) have has been taken. The Company Corporation shall not be required (xi) to transfer on its books any Purchased Shares that which have been sold or transferred in violation of the provisions of this Article 2 II nor (yii) to treat as the owner of the Purchased Shares, or otherwise to accord voting or dividend rights to, any transferee to whom the Purchased Shares have been transferred in contravention of this Agreement.

Disposition of Shares. The Stockholder Purchaser hereby agrees that the Stockholder Purchaser shall not make any no disposition of the Shares (other than a permitted transfer under Section 4.1 belowparagraph 4.1) unless and untiluntil there is compliance with all of the following requirements: (a) the Stockholder Purchaser shall have notified the Company Corporation of the proposed disposition and provided a written summary of the terms and conditions of the proposed disposition;. (b) the Stockholder Purchaser shall have complied with all requirements of this Agreement applicable to the disposition of the Shares; and. (c) the Stockholder, if requested by the Company, Purchaser shall have provided the Company Corporation with an opinion of counsel written assurances, in form and substance satisfactory to the CompanyCorporation, that (i) the proposed disposition does not require registration of the Shares under the 1933 Act or (ii) all appropriate action necessary for compliance with the registration requirements of the 1933 Act or the requirements of any exemption from registration available under the 1933 Act (including Rule 144) have has been taken. The Company Corporation shall not be required (xi) to transfer on its books any Shares that which have been sold or transferred in violation of the provisions of this Article 2 II nor (yii) to treat as the owner of the Shares, or otherwise to accord voting or dividend rights to, any transferee to whom the Shares have been transferred in contravention of this Agreement.

Disposition of Shares. The Stockholder Purchaser hereby agrees that the Stockholder Purchaser --------------------- shall not make any no disposition of the Purchased Shares (other than a permitted transfer under Section 4.1 below4.1) unless and until: (a) the Stockholder Purchaser shall have notified the Company of the proposed disposition and provided a written summary of the terms and conditions of the proposed disposition; (b) the Stockholder Purchaser shall have complied with all requirements of this Agreement applicable to the disposition of the Purchased Shares; and (c) the Stockholder, if requested by the Company, Purchaser shall have provided the Company with an opinion of counsel in form and substance satisfactory to the Company, that (i) the proposed disposition does not require registration of the Purchased Shares under the 1933 Act or (ii) all appropriate action necessary for compliance with the registration requirements of the 1933 Act or the requirements of any exemption from registration available under the 1933 Act (including Rule 144) have has been taken. The Company shall not be required (xi) to transfer on its books any Purchased Shares that have been sold or transferred in violation of the provisions of this Article 2 nor (yii) to treat as the owner of the Purchased Shares, or otherwise to accord voting or dividend rights to, any transferee to whom the Purchased Shares have been transferred in contravention of this Agreement.

Disposition of Shares. The Stockholder Purchaser hereby agrees that the Stockholder Purchaser shall not make any disposition of the Shares (other than a permitted transfer under Section 4.1 below) unless and until: (a) the Stockholder Purchaser shall have notified the Company of the proposed disposition and provided a written summary of the terms and conditions of the proposed disposition; (b) the Stockholder Purchaser shall have complied with all requirements of this Agreement applicable to the disposition of the Shares; and (c) the StockholderPurchaser, if requested by the Company, shall have provided the Company with an opinion of counsel in form and substance satisfactory to the Company, that (i) the proposed disposition does not require registration of the Shares under the 1933 Act or (ii) all appropriate action necessary for compliance with the registration requirements of the 1933 Act or the requirements of any exemption from registration available under the 1933 Act (including Rule 144) have been taken. The Company shall not be required (x) to transfer on its books any Shares that have been sold or transferred in violation of the provisions of this Article 2 nor (y) to treat as the owner of the Shares, or otherwise to accord voting or dividend rights to, any transferee to whom the Shares have been transferred in contravention of this Agreement.

Disposition of Shares. The Stockholder Purchaser hereby agrees that the Stockholder Purchaser shall not make any no disposition of the Shares (other than a permitted transfer under Section 4.1 belowparagraph 3.1) unless and untiluntil there is compliance with all of the following requirements: (a) the Stockholder Purchaser shall have notified the Company Corporation of the proposed disposition and provided a written summary of the terms and conditions of the proposed disposition;. (b) the Stockholder Purchaser shall have complied with all requirements of this Agreement applicable to the disposition of the Shares; and. (c) the Stockholder, if requested by the Company, Purchaser shall have provided the Company Corporation with an opinion of counsel written assurances, in form and substance satisfactory to the CompanyCorporation, that (i) the proposed disposition does not require registration of the Shares under the 1933 Act or (ii) all appropriate action necessary for compliance with the registration requirements of the 1933 Act or the requirements of any exemption from registration available under the 1933 Act (including Rule 144) have has been taken. The Company Corporation shall not NOT be required (xi) to transfer on its books any Shares that which have been sold or transferred in violation of the provisions of this Article 2 nor II NOR (yii) to treat as the owner of the Shares, or otherwise to accord voting or dividend rights to, any transferee to whom the Shares have been transferred in contravention of this Agreement.

Disposition of Shares. The Stockholder Purchaser hereby agrees that the Stockholder Purchaser shall not make any no disposition of the Shares (other than a permitted transfer under Section 4.1 belowparagraph 4.1) unless and untiluntil there is compliance with all of the following requirements: (a) the Stockholder Purchaser shall have notified the Company Corporation of the proposed disposition and provided a written summary of the terms and conditions of the proposed disposition;. (b) the Stockholder Purchaser shall have complied with all requirements of this Agreement applicable to the disposition of the Shares; and. (c) the Stockholder, if requested by the Company, Purchaser shall have provided the Company Corporation with an opinion of counsel written assurances, in form and substance satisfactory to the CompanyCorporation, that (i) the proposed disposition does not require registration of the Shares under the 1933 Act or (ii) all appropriate action necessary for compliance with the registration requirements of the 1933 Act or the requirements of any exemption from registration available under the 1933 Act (including Rule 144) have has been taken. The Company Corporation shall not NOT be required (xi) to transfer on its books any Shares that which have been sold or transferred in violation of the provisions of this Article 2 nor II NOR (yii) to treat as the owner of the Shares, or otherwise to accord voting or dividend rights to, any transferee to whom the Shares have been transferred in contravention of this Agreement.