Common use of Disposition of Shares Clause in Contracts

Disposition of Shares. Optionee hereby agrees that Optionee shall make no disposition of the Purchased Shares (other than a permitted transfer under paragraph 4.1) unless and until there is compliance with all of the following requirements: (a) Optionee shall have notified the Corporation of the proposed disposition and provided a written summary of the terms and conditions of the proposed disposition. (b) Optionee shall have complied with all requirements of this Agreement applicable to the disposition of the Purchased Shares. (c) Optionee shall have provided the Corporation with written assurances, in form and substance satisfactory to the Corporation, 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 of any exemption from registration available under the 1933 Act (including Rule 144) has been taken. (d) Optionee shall have provided the Corporation with written assurances, in form and substance satisfactory to the Corporation, that the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares pursuant to the provisions of the Commissioner Rules identified in paragraph 2.5. The Corporation shall NOT be required (i) to transfer on its books any Purchased Shares which have been sold or transferred in violation of the provisions of this Article II NOR (ii) 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. Optionee Purchaser hereby agrees that Optionee Purchaser shall make no disposition of the Purchased Shares (other than a as permitted transfer under paragraph 4.1by this Exercise Agreement) unless and until there is compliance with all of the following requirementsuntil: (a) Optionee Purchaser shall have notified the Corporation Company of the proposed disposition and provided a written summary of the terms and conditions of the proposed disposition.; (b) Optionee Purchaser shall have complied with all requirements of this Exercise Agreement applicable to the disposition of the Purchased Shares.; (c) Optionee Purchaser shall have provided the Corporation Company with written assurances, in form and substance satisfactory to counsel for the CorporationCompany, that (i) the proposed disposition does not require registration of the Purchased Shares under the 1933 Securities Act or (ii) all appropriate action necessary for compliance with the registration requirements of the 1933 Securities Act or of any exemption from registration available under the 1933 Securities Act (including Rule 144) has been taken.; and (d) Optionee Purchaser shall have provided the Corporation Company with written assurances, in form and substance satisfactory to the CorporationCompany, that the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares pursuant to the provisions of the Commissioner Rules identified in paragraph 2.5. The Corporation shall NOT be required (i) to transfer on its books any Purchased Shares which have been sold or transferred in violation of the provisions of this Article II NOR (ii) 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 AgreementSection 4.2.

Disposition of Shares. Optionee Purchaser hereby agrees that Optionee Purchaser shall make no disposition of the Purchased Shares (other than a as permitted transfer under paragraph 4.1by this Exercise Agreement) unless and until there is compliance with all of the following requirementsuntil: (a) Optionee Purchaser shall have notified the Corporation Company of the proposed disposition and provided a written summary of the terms and conditions of the proposed disposition.; (b) Optionee Purchaser shall have complied with all requirements of this Exercise Agreement applicable to the disposition of the Purchased Shares.; (c) Optionee Purchaser shall have provided the Corporation Company with written assurances, in form and substance satisfactory to counsel for the CorporationCompany, that (i) the proposed disposition does not require registration of the Purchased Shares under the 1933 Securities Act or (ii) all appropriate action actions necessary for compliance with the registration requirements of the 1933 Securities Act or of any exemption from registration available under the 1933 Securities Act (including Rule 144) has have been taken.; and (d) Optionee Purchaser shall have provided the Corporation Company with written assurances, in form and substance satisfactory to the CorporationCompany, that the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares pursuant to the provisions of the Commissioner Rules identified in paragraph 2.5. The Corporation shall NOT be required (i) to transfer on its books any Purchased Shares which have been sold or transferred in violation of the provisions of this Article II NOR (ii) 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 AgreementSection 4 hereof.

Disposition of Shares. Optionee Purchaser hereby agrees that Optionee Purchaser shall make no disposition of the Purchased Shares (other than a as permitted transfer under paragraph 4.1by this Agreement) unless and until there is compliance with all of the following requirementsuntil: (a) Optionee Purchaser shall have notified the Corporation Company of the proposed disposition and provided a written summary of the terms and conditions of the proposed disposition.; (b) Optionee Purchaser shall have complied with all requirements of this Exercise Agreement applicable to the disposition of the Purchased Shares.; (c) Optionee Purchaser shall have provided the Corporation Company with written assurances, in form and substance satisfactory to counsel for the CorporationCompany, that (i) the proposed disposition does not require registration of the Purchased Shares under the 1933 Securities Act or (ii) all appropriate action necessary for compliance with the registration requirements of the 1933 Securities Act or of any exemption from registration available under the 1933 Securities Act (including Rule 144) has been taken.; and (d) Optionee Purchaser shall have provided the Corporation Company with written assurances, in form and substance satisfactory to the CorporationCompany, that the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares pursuant to the provisions of the Commissioner Rules identified in paragraph 2.5. The Corporation shall NOT be required (i) to transfer on its books any Purchased Shares which have been sold or transferred in violation of the provisions of this Article II NOR (ii) 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 AgreementSection 4.2.

Disposition of Shares. Optionee Participant hereby agrees that Optionee Participant shall make no disposition of the Purchased Shares (other than a permitted transfer under paragraph 4.1) unless and until there is compliance with all of the following requirements: (a) Optionee Participant shall have notified the Corporation of the proposed disposition and provided a written summary of the terms and conditions of the proposed disposition. (b) Optionee Participant shall have complied with all requirements of this Agreement applicable to the disposition of the Purchased Shares. (c) Optionee Participant shall have provided the Corporation with written assurances, in form and substance satisfactory to the Corporation, 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 of any exemption from registration available under the 1933 Act (including Rule 144) has been taken. (d) Optionee Participant shall have provided the Corporation with written assurances, in form and substance satisfactory to the Corporation, that the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares pursuant to the provisions of the Commissioner Rules identified in paragraph 2.5. The Corporation shall NOT not be required (i) to transfer on its books any Purchased Shares which have been sold or transferred in violation of the provisions of this Article II NOR nor (ii) 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. Optionee hereby agrees that Optionee shall make no disposition of the Purchased Shares (other than a permitted transfer under paragraph 4.1) unless and until there is compliance with all of the following requirements: (a) Optionee shall have notified the Corporation of the proposed disposition and provided a written summary of the terms and conditions of the proposed disposition. (b) Optionee shall have complied with all requirements of this Agreement applicable to the disposition of the Purchased Shares. (c) Optionee shall have provided the Corporation with written assurances, in form and substance satisfactory to the Corporation, 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 of any exemption from registration available under the 1933 Act (including Rule 144) has been taken. (d) Optionee shall have provided the Corporation with written assurances, in form and substance satisfactory to the Corporation, that the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares pursuant to the provisions of the Commissioner Rules identified in paragraph 2.5. The Corporation shall NOT not be required (i) to transfer on its books any Purchased Shares which have been sold or transferred in violation of the provisions of this Article II NOR nor (ii) 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. Optionee Subject to the terms of this Agreement, Purchaser hereby agrees that Optionee Purchaser shall make no disposition of the Purchased Shares (other than a permitted transfer under paragraph 4.13.2) unless and until there is compliance with all of the following requirements: (a) Optionee Purchaser shall have notified the Corporation Company of the proposed disposition and provided a written summary of the terms and conditions of the proposed disposition.; (b) Optionee Purchaser shall have complied with all requirements of this Agreement applicable to the disposition of the Purchased Shares.; (c) Optionee Purchaser shall have provided the Corporation Company with written assurances, in form and substance satisfactory to the CorporationCompany, 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 of any exemption from registration available under the 1933 Act (including Rule 144) has been taken.; and (d) Optionee Purchaser shall have provided the Corporation Company with written assurances, in form and substance satisfactory to the CorporationCompany, that the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares pursuant to the provisions of the Commissioner Rules identified in paragraph 2.5Shares. The Corporation Company shall NOT not be required (i) to transfer on its books any Purchased Shares which have been sold or transferred in violation of the provisions of this Article II NOR I nor (ii) 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. Optionee Participant hereby agrees that Optionee Participant shall make no disposition of the Purchased Shares (other than a permitted transfer under paragraph 4.1) unless and until there is compliance with all of the following requirements: (a) Optionee Participant shall have notified the Corporation of the proposed disposition and provided a written summary of the terms and conditions of the proposed disposition. (b) Optionee Participant shall have complied with all requirements of this Agreement applicable to the disposition of the Purchased Shares. (c) Optionee Participant shall have provided the Corporation with written assurances, in form and substance satisfactory to the Corporation, 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 of any exemption from registration available under the 1933 Act (including Rule 144) has been taken. (d) Optionee Participant shall have provided the Corporation with written assurances, in form and substance satisfactory to the Corporation, that the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares pursuant to the provisions of the Commissioner Rules identified in paragraph 2.5. The Corporation shall NOT be required (i) to transfer on its books any Purchased Shares which have been sold or transferred in violation of the provisions of this Article II NOR (ii) 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. Optionee hereby agrees that Optionee shall make no disposition of the Purchased Shares (other than a permitted transfer under paragraph 4.1) unless and until there is compliance with all of the following requirements: (a) Optionee shall have notified the Corporation of the proposed disposition and provided a written summary of the terms and conditions of the proposed disposition. (b) Optionee shall have complied with all requirements require-ments of this Agreement applicable to the disposition of the Purchased Shares. (c) Optionee shall have provided the Corporation with written assurances, in form and substance satisfactory to the Corporation, 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 of any exemption from registration available under the 1933 Act (including Rule 144) has been taken. (d) Optionee shall have provided the Corporation with written assurances, in form and substance satisfactory to the Corporation, that the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares pursuant to the provisions of the Commissioner Rules identified in paragraph 2.5. The Corporation shall NOT not be required (i) to transfer on its books any Purchased Shares which have been sold or transferred in violation of the provisions of this Article II NOR nor (ii) 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. Optionee Purchaser hereby agrees that Optionee Purchaser shall make no disposition of the Purchased Shares (other than a as permitted transfer under paragraph 4.1by this Exercise Agreement) unless and until there is compliance with all of the following requirementsuntil: (a) Optionee Purchaser shall have notified the Corporation Company of the proposed disposition and provided a written summary of the terms and conditions of the proposed disposition.; (b) Optionee Purchaser shall have complied with all requirements of this Exercise Agreement applicable to the disposition of the Purchased Shares.; (c) Optionee Purchaser shall have provided the Corporation Company with written assurances, in form and substance satisfactory to counsel for the CorporationCompany, that (i) the proposed disposition does not require registration of the Purchased Shares under the 1933 Securities Act or (ii) all appropriate action actions necessary for compliance with the registration requirements of the 1933 Securities Act or of any exemption from registration available under the 1933 Securities Act (including Rule 144) has have been taken.; and (d) Optionee Purchaser shall have provided the Corporation Company with written assurances, in form and substance satisfactory to the CorporationCompany, that the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares pursuant to the provisions of the Commissioner Rules identified Regulations referred to in paragraph 2.5. The Corporation shall NOT be required (i) to transfer on its books any Purchased Shares which have been sold or transferred in violation of the provisions of this Article II NOR (ii) 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 AgreementSection 4 above.

Disposition of Shares. Optionee Purchaser hereby agrees that Optionee Purchaser shall make no disposition of the Purchased Vested Shares (other than a as permitted transfer under paragraph 4.1by this Agreement) unless and until there is compliance with all of the following requirementsuntil: (a) Optionee Purchaser shall have notified the Corporation Company of the proposed disposition and provided a written summary of the terms and conditions of the proposed disposition.; (b) Optionee Purchaser shall have complied with all requirements of this Exercise Agreement applicable to the disposition of the Purchased Shares.; (c) Optionee Purchaser shall have provided the Corporation Company with written assurances, in form and substance satisfactory to counsel for the CorporationCompany, that (i) the proposed disposition does not require registration of the Purchased Shares under the 1933 Securities Act or (ii) all appropriate action necessary for compliance with the registration requirements of the 1933 Securities Act or of any exemption from registration available under the 1933 Securities Act (including Rule 144) has been taken.; and (d) Optionee Purchaser shall have provided the Corporation Company with written assurances, in form and substance satisfactory to the CorporationCompany, that the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares pursuant to the provisions of the Commissioner Rules identified in paragraph 2.5Sections 4.2. The Corporation shall NOT be required (i) to transfer on its books any Purchased Shares which have been sold or transferred in violation of the provisions of this Article II NOR (ii) 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 Agreementand 9.1.

Disposition of Shares. Optionee Subject to the terms of this Agreement, Purchaser hereby agrees that Optionee Purchaser shall make no disposition of the Purchased Shares (other than a permitted transfer under paragraph 4.13.1) unless and until there is compliance with all of the following requirements: (a) Optionee Purchaser shall have notified the Corporation Company of the proposed disposition and provided a written summary of the terms and conditions of the proposed disposition.; (b) Optionee Purchaser shall have complied with all requirements of this Agreement applicable to the disposition of the Purchased Shares.; (c) Optionee Purchaser shall have provided the Corporation Company with written assurances, in form and substance satisfactory to the CorporationCompany, 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 of any exemption from registration available under the 1933 Act (including Rule 144) has been taken.; and (d) Optionee Purchaser shall have provided the Corporation Company with written assurances, in form and substance satisfactory to the CorporationCompany, that the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares pursuant to the provisions of the Commissioner Rules identified in paragraph 2.5Shares. The Corporation Company shall NOT not be required (i) to transfer on its books any Purchased Shares which have been sold or transferred in violation of the provisions of this Article II NOR nor (ii) 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. Optionee hereby agrees that Optionee --------------------- shall make no disposition of the Purchased Shares (other than a permitted transfer under paragraph 4.1) unless and until there is compliance with all of the following requirements: (a) Optionee shall have notified the Corporation of the proposed disposition and provided a written summary of the terms and conditions of the proposed disposition. (b) Optionee shall have complied with all requirements of this Agreement applicable to the disposition of the Purchased Shares. (c) Optionee shall have provided the Corporation with written assurances, in form and substance satisfactory to the Corporation, 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 of any exemption from registration available under the 1933 Act (including Rule 144) has been taken. (d) Optionee shall have provided the Corporation with written assurances, in form and substance satisfactory to the Corporation, that the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares pursuant to the provisions of the Commissioner Rules identified in paragraph 2.5. The Corporation shall NOT not be required (i) to transfer on its books any --- Purchased Shares which have been sold or transferred in violation of the provisions of this Article II NOR nor (ii) 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. Optionee hereby agrees that Optionee shall make no disposition of the Purchased Shares (other than a permitted transfer under paragraph 4.13.1) unless and until there is compliance with all of the following requirementsuntil: (a) Optionee shall have notified the Corporation of the proposed disposition and provided a written summary of the terms and conditions of the proposed disposition.; (b) Optionee shall have complied with all requirements of this Agreement applicable to the disposition of the Purchased Shares.Shares (including, without limitation, the requirements imposed under Article IV and by Section 7.7 of this Agreement); (c) Optionee shall have provided the Corporation with written assurancesassurances from the Optionee and the opinion of the Corporation's counsel (at the Corporation's expense), in form and substance reasonably satisfactory to the Corporation, 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 of any exemption from registration available under the 1933 Act (including Rule 144) has been taken. (d) Optionee shall have provided the Corporation with written assurances, in form and substance satisfactory to the Corporation, that the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares pursuant to the provisions of the Commissioner Rules identified in paragraph 2.5. The Corporation shall NOT not be required (i) to transfer on its books any Purchased Shares which have been sold or transferred in violation of the provisions of this Article II NOR or (ii) 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. Optionee hereby agrees that Optionee shall make no disposition of the Purchased Shares (other than a permitted transfer under paragraph 4.1Section C.1 hereof) unless and until there is compliance with all of the following requirements: (a) Optionee shall have notified provided the Corporation of the proposed disposition and provided with a written summary of the terms and conditions of the proposed disposition. (b) Optionee shall have complied with all requirements of this Agreement applicable to the disposition of the Purchased Shares. (c) Optionee shall have provided the Corporation with written assurances, in form and substance satisfactory to the Corporation, that (i) the proposed disposition does not require registration of the Purchased Shares under the 1933 Securities Act or (ii) all appropriate action necessary for compliance with the registration requirements of the 1933 Securities Act or of any exemption from registration available under the 1933 Securities Act (including Rule 144) has been taken. (d) Optionee shall have provided the Corporation with written assurances, in form and substance satisfactory to the Corporation, that the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares pursuant to the provisions of the Commissioner Rules identified in paragraph 2.5. The Corporation shall NOT not be required to (i) to transfer on its books any Purchased Shares which that have been sold or transferred in violation of the provisions of this Article II NOR Agreement or (ii) to treat as the owner of the Purchased Shares, or otherwise to accord voting voting, dividend or dividend liquidation rights to, any transferee to whom the Purchased Shares have been transferred in contravention of this Agreement.

Disposition of Shares. Optionee hereby agrees that Optionee shall make no disposition of the Purchased Shares (other than a permitted transfer under paragraph 4.1) unless and until there is compliance with all of the following requirements: (a) Optionee shall have notified the Corporation of the proposed disposition and provided a written summary of the terms and conditions of the proposed disposition. (b) Optionee shall have complied with all requirements of this Agreement applicable to the disposition of the Purchased Shares. (c) Optionee shall have provided the Corporation with a written assurancesstatement, in on a form to be prepared and substance satisfactory provided by the Corporation at the Corporation's sole cost, that, to the Corporationbest of Optionee's knowledge and belief, 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 of any exemption from registration available under the 1933 Act (including Rule 144) has been taken. (d) Optionee shall have provided the Corporation with written assurances, in form and substance satisfactory to the Corporation, that the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares pursuant to the provisions of the Commissioner Rules identified in paragraph 2.5. The Corporation shall NOT be required (i) to transfer on its books any Purchased Shares which have been sold or transferred in violation of the provisions of this Article II NOR (ii) 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. Optionee Purchaser hereby agrees that Optionee Purchaser shall --------------------- make no disposition of the Purchased Shares (other than a as permitted transfer under paragraph 4.1by this Exercise Agreement) unless and until there is compliance with all of the following requirementsuntil: (a) Optionee Purchaser shall have notified the Corporation Company of the proposed disposition and provided a written summary of the terms and conditions of the proposed disposition.; (b) Optionee Purchaser shall have complied with all requirements of this Exercise Agreement applicable to the disposition of the Purchased Shares.; (c) Optionee Purchaser shall have provided the Corporation Company with written assurances, in form and substance satisfactory to counsel for the CorporationCompany, that (i) the proposed disposition does not require registration of the Purchased Shares under the 1933 Securities Act or (ii) all appropriate action actions necessary for compliance with the registration requirements of the 1933 Securities Act or of any exemption from registration available under the 1933 Securities Act (including Rule 144) has have been taken.; and (d) Optionee Purchaser shall have provided the Corporation Company with written assurances, in form and substance satisfactory to the CorporationCompany, that the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares pursuant to the provisions of the Commissioner Rules identified Regulations referred to in paragraph 2.5Section 4.2. The Corporation shall NOT be required (i) to transfer on its books any Purchased Shares which have been sold or transferred in violation of the provisions of this Article II NOR (ii) 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 Agreementhereof.

Disposition of Shares. Optionee Purchaser hereby agrees that Optionee Purchaser shall make no disposition of the Purchased Shares (other than a as permitted transfer under paragraph 4.1by this Exercise Agreement) unless and until there is compliance with all of the following requirementsuntil: (a) Optionee Purchaser shall have notified the Corporation Company of the proposed disposition and provided a written summary of the terms and conditions of the proposed disposition.; (b) Optionee Purchaser shall have complied with all requirements of this Exercise Agreement applicable to the disposition of the Purchased Shares.; (c) Optionee Purchaser shall have provided the Corporation Company with written assurances, in form and substance satisfactory to counsel for the CorporationCompany, that (i) the proposed disposition does not require registration of the Purchased Shares under the 1933 Securities Act or (ii) all appropriate action actions necessary for compliance with the registration requirements of the 1933 Securities Act or of any exemption from registration available under the 1933 Securities Act (including Rule 144) has have been taken.; and (d) Optionee Purchaser shall have provided the Corporation Company with written assurances, in form and substance satisfactory to the CorporationCompany, that the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares pursuant to the provisions of the Commissioner Rules identified regulations referred to in paragraph 2.5. The Corporation shall NOT be required (i) to transfer on its books any Purchased Shares which have been sold or transferred in violation of the provisions of this Article II NOR (ii) 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 AgreementSection 4 above.

Disposition of Shares. Optionee hereby agrees that Optionee shall make no disposition of the Purchased Shares (other than a permitted transfer under paragraph 4.1) unless and until there is compliance with all of the following requirements: (a) Optionee shall have notified the Corporation of the proposed disposition and provided a written summary of the terms and conditions of the proposed disposition. (b) Optionee shall have complied with all requirements of this Agreement applicable to the disposition of the Purchased Shares. (c) Optionee shall have provided the Corporation with written assurances, in form and substance satisfactory to the Corporation, that (i) the proposed disposition does not require registration of the Purchased Shares under the 1933 Act or or (ii) all appropriate action necessary for compliance with the registration requirements of the 1933 Act or of any exemption from registration available under the 1933 Act (including Rule 144) has been taken. (d) Optionee shall have provided the Corporation with written assurances, in form and substance satisfactory to the Corporation, that the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares pursuant to the provisions of the Commissioner Rules identified in paragraph 2.5. The Corporation shall NOT be required (i) to transfer on its books any Purchased Shares which have been sold or transferred in violation of the provisions of this Article II NOR (ii) 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. Optionee Purchaser hereby agrees that Optionee --------------------- Purchaser shall make no disposition of the Purchased Shares (other than a as permitted transfer under paragraph 4.1by this Exercise Agreement) unless and until there is compliance with all of the following requirementsuntil: (a) Optionee Purchaser shall have notified the Corporation Company of the proposed disposition and provided a written summary of the terms and conditions of the proposed disposition.; (b) Optionee Purchaser shall have complied with all requirements of this Exercise Agreement applicable to the disposition of the Purchased Shares.; (c) Optionee Purchaser shall have provided the Corporation Company with written assurances, in form and substance satisfactory to counsel for the CorporationCompany, that (i) the proposed disposition does not require registration of the Purchased Shares under the 1933 Securities Act or (ii) all appropriate action actions necessary for compliance with the registration requirements of the 1933 Securities Act or of any exemption from registration available under the 1933 Securities Act (including Rule 144) has have been taken.; and (d) Optionee Purchaser shall have provided the Corporation Company with written assurances, in form and substance satisfactory to the CorporationCompany, that the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares pursuant to the provisions of the Commissioner Rules identified Regulations referred to in paragraph 2.5Section 4.2. The Corporation shall NOT be required (i) to transfer on its books any Purchased Shares which have been sold or transferred in violation of the provisions of this Article II NOR (ii) 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 Agreementhereof.

Disposition of Shares. Optionee hereby agrees that Optionee shall make no disposition of the Purchased Shares (other than a permitted transfer under paragraph 4.1) unless and until there is compliance with all of the following requirements: (a) Optionee shall have notified the Corporation of the proposed disposition and provided a written summary of the terms and conditions of the proposed disposition. (b) Optionee shall have complied completed and provided to the Corporation a written statement, on a form to be prepared and provided by the Corporation at the Corporation's sole cost, that Optionee is in compliance with all requirements of this Agreement applicable to the disposition of the Purchased Shares. (c) Optionee shall have provided the Corporation with a written assurancesstatement, in on a form to be prepared and substance satisfactory provided by the Corporation at the Corporation's sole cost, that, to the Corporationbest of Optionee's knowledge and belief, 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 of any exemption from registration available under the 1933 Act (including Rule 144) has been taken. (d) Optionee shall have provided the Corporation with written assurances, in form and substance satisfactory to the Corporation, that the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares pursuant to the provisions of the Commissioner Rules identified in paragraph 2.5. The Corporation shall NOT not be required (i) to transfer on its books any Purchased Shares which have been sold or transferred in violation of the provisions of this Article II NOR 2 nor (ii) 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. Optionee Purchaser hereby agrees that Optionee Purchaser shall make no disposition of the Purchased Shares (other than a permitted transfer under paragraph 4.1) unless and until there is compliance with all of the following requirements: (a) Optionee Purchaser shall have notified the Corporation Company of the proposed disposition and provided a written summary of the terms and conditions of the proposed disposition. (b) Optionee Purchaser shall have complied with all requirements of this Agreement applicable to the disposition of the Purchased Shares. (c) Optionee Purchaser shall have provided the Corporation Company with written assurances, in form and substance satisfactory to the CorporationCompany, 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 of any for compliance with an exemption from registration available under the 1933 Act (including Rule 144) has been taken. (d) Optionee Purchaser shall have provided the Corporation Company with written assurances, in form and substance satisfactory to the CorporationCompany, that the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares pursuant to the provisions of the Commissioner Rules identified in paragraph 2.5Article IV. The Corporation Company shall NOT not be required (i) to transfer on its books any Purchased Shares which have been sold or transferred in violation of the provisions of this Article II NOR _____ or (ii) 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. Optionee Purchaser hereby agrees that Optionee Purchaser --------------------- shall make no disposition of the Purchased Shares (other than a as permitted transfer under paragraph 4.1by this Agreement) unless and until there is compliance with all of the following requirementsuntil: (a) Optionee Purchaser shall have notified the Corporation Company of the proposed disposition and provided a written summary of the terms and conditions of the proposed disposition.; (b) Optionee Purchaser shall have complied with all requirements of this Exercise Agreement applicable to the disposition of the Purchased Shares.; (c) Optionee Purchaser shall have provided the Corporation Company with written assurances, in form and substance satisfactory to counsel for the CorporationCompany, that (i) the proposed disposition does not require registration of the Purchased Shares under the 1933 Securities Act or (ii) all appropriate action necessary for compliance with the registration requirements of the 1933 Securities Act or of any exemption from registration available under the 1933 Securities Act (including Rule 144) has been taken.: and (d) Optionee Purchaser shall have provided the Corporation Company with written assurances, in form and substance satisfactory to the CorporationCompany, that the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares pursuant to the provisions of the Commissioner Rules identified in paragraph 2.5. The Corporation shall NOT be required (i) to transfer on its books any Purchased Shares which have been sold or transferred in violation of the provisions of this Article II NOR (ii) 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 AgreementSection 4.2.

Disposition of Shares. Optionee hereby agrees that Optionee shall make no disposition of the Purchased Shares (other than a permitted transfer under paragraph 4.1) unless and until there is compliance with all of the following requirements: (a) Optionee shall have notified the Corporation of the proposed disposition and provided a written summary of the terms and conditions of the proposed disposition. (b) Optionee shall have complied with all requirements of this Agreement applicable to the disposition of the Purchased Shares. (c) Optionee shall have provided the Corporation with written assurances, in form and substance satisfactory to the Corporation, 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 of any exemption from registration available under the 1933 Act (including Rule 144) has been taken. (d) Optionee shall have provided the Corporation with written assurances, in form and substance satisfactory to the Corporation, that the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares pursuant to the provisions of the Commissioner Rules identified in paragraph 2.5. The Corporation shall NOT be required (i) to transfer on its books any Purchased Shares which have been sold or transferred in violation of the provisions of this Article II NOR (ii) 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. Optionee hereby agrees that Optionee shall make no disposition of the Purchased Shares (other than a permitted transfer under paragraph 4.13.1) unless and until there is compliance with all of the following requirements: (a) : Optionee shall have notified the Corporation of the proposed disposition and provided a written summary of the terms and conditions of the proposed disposition. (b) . Optionee shall have complied with all requirements require-ments of this Agreement applicable to the disposition of the Purchased Shares. (c) . Optionee shall have provided the Corporation with written assurances, in form and substance satisfactory to the Corporation, 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 of any exemption from registration available under the 1933 Act (including Rule 144) has been taken. (d) . Optionee shall have provided the Corporation with written assurances, in form and substance satisfactory to the Corporation, that the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares pursuant to the provisions of the Commissioner Rules identified in paragraph 2.5. The Corporation shall NOT not be required (i) to transfer on its books any Purchased Shares which have been sold or transferred in violation of the provisions of this Article II NOR nor (ii) 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. Optionee Purchaser hereby agrees that Optionee Purchaser shall make no disposition of the Purchased Shares (other than a as permitted transfer under paragraph 4.1by this Exercise Agreement) unless and until there is compliance with all of the following requirementsuntil: (a) Optionee Purchaser shall have notified the Corporation Company of the proposed disposition and provided a written summary of the terms and conditions of the proposed disposition.; (b) Optionee Purchaser shall have complied with all requirements of this Exercise Agreement applicable to the disposition of the Purchased Shares.; (c) Optionee Purchaser shall have provided the Corporation Company with written assurances, in form and substance satisfactory to counsel for the CorporationCompany, that (i) the proposed disposition does not require registration of the Purchased Shares under the 1933 Securities Act or (ii) all appropriate action actions necessary for compliance with the registration requirements of the 1933 Securities Act or of any exemption from registration available under the 1933 Securities Act (including Rule 144) has have been taken.; and (d) Optionee Purchaser shall have provided the Corporation Company with written assurances, in form and substance satisfactory to the CorporationCompany, that the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares pursuant to the provisions of the Commissioner Rules identified Regulations referred to in paragraph 2.5. The Corporation shall NOT be required (i) to transfer on its books any Purchased Shares which have been sold or transferred in violation of the provisions of this Article II NOR (ii) 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.Section 4.2 hereof

Disposition of Shares. Optionee Subject to the terms of this Agreement, Purchaser hereby agrees that Optionee Purchaser shall make no disposition of the Purchased Shares (other than a permitted transfer under paragraph 4.1) unless and until there is compliance with all of the following requirements: (a) Optionee Purchaser shall have notified the Corporation Company of the proposed disposition and provided a written summary of the terms and conditions of the proposed disposition.; (b) Optionee Purchaser shall have complied with all requirements of this Agreement applicable to the disposition of the Purchased Shares.; (c) Optionee Purchaser shall have provided the Corporation Company with written assurances, in form and substance satisfactory to the CorporationCompany, 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 of any exemption from registration available under the 1933 Act (including Rule 144) has been taken.; and (d) Optionee Purchaser shall have provided the Corporation Company with written assurances, in form and substance satisfactory to the CorporationCompany, that the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares pursuant to the provisions of the Commissioner Rules identified in paragraph 2.5Shares. The Corporation Company shall NOT not be required (i) to transfer on its books any Purchased Shares which have been sold or transferred in violation of the provisions of this Article II NOR nor (ii) 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. Optionee Purchaser hereby agrees that Optionee --------------------- Purchaser shall make no disposition of the Purchased Shares (other than a permitted transfer under paragraph 4.1Section 9.6) unless and until there is compliance with all of the following requirementsuntil: (a) Optionee Purchaser shall have notified the Corporation Company of the proposed disposition and provided a written summary of the terms and conditions of the proposed disposition.; (b) Optionee Purchaser shall have complied with all requirements of this Agreement applicable to the disposition of the Purchased Shares.; (c) Optionee Purchaser shall have provided the Corporation Company with written assurances, in form and substance satisfactory to counsel for the CorporationCompany, that (i) the proposed disposition does not require registration of the Purchased Shares under the 1933 Act Securities Act, or (ii) all appropriate action necessary for compliance with the registration requirements of the 1933 Securities Act or of any exemption from registration available under the 1933 Securities Act (including Rule 144) has been taken.; and (d) Optionee Purchaser shall have provided the Corporation Company with written assurances, in form and substance satisfactory to the CorporationCompany, that the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares pursuant to the provisions of the Commissioner Rules identified in paragraph 2.5. The Corporation shall NOT be required (i) to transfer on its books any Purchased Shares which have been sold or transferred in violation of the provisions of this Article II NOR (ii) 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 AgreementSection 4.2.

Disposition of Shares. Optionee hereby agrees that Optionee shall make no disposition of the Purchased Shares (other than a permitted transfer Permitted Transfer under paragraph 4.1Section 3(a) hereof) unless and until there is compliance with all of the following requirements: (ai) Optionee shall have notified provided the Corporation of the proposed disposition and provided with a written summary of the terms and conditions of the proposed disposition. (bii) Optionee shall have complied with all requirements of this Agreement applicable to the disposition of the Purchased Shares. (ciii) Optionee shall have provided the Corporation with written assurances, in form and substance satisfactory to the Corporation, that that: (iA) the proposed disposition does not require registration of the Purchased Shares under the 1933 Act Act; or (iiB) all appropriate action necessary for compliance with the registration requirements of the 1933 Act or of any exemption from registration available under the 1933 Act (including Rule 144) has been taken. (d) Optionee shall have provided the Corporation with written assurances, in form and substance satisfactory to the Corporation, that the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares pursuant to the provisions of the Commissioner Rules identified in paragraph 2.5. The Corporation shall NOT not be required required: (i) to transfer on its books any Purchased Shares which have been sold or transferred in violation of the provisions of this Article II NOR Agreement; or (ii) to treat as the owner of the Purchased Shares, or otherwise to accord voting voting, dividend or dividend liquidation rights to, any transferee to whom the Purchased Shares have been transferred in contravention of this Agreement.

Disposition of Shares. Optionee hereby agrees that Optionee Grantee shall make no disposition of the Purchased Shares (other than a permitted transfer under paragraph 4.1Permitted Transfer) unless and until there is compliance with all of the following requirements: (a) Optionee 1. Shares sought to be disposed of are vested; 2. Grantee shall have notified provided the Corporation of the proposed disposition and provided Company with a written summary of the terms and conditions of the proposed disposition.; (b) Optionee 3. Grantee shall have complied with all requirements of this Restricted Stock Agreement applicable to the disposition of the Purchased Shares.; (c) Optionee 4. Grantee shall have provided the Corporation Company with written assurances, in form and substance satisfactory to the CorporationCompany, which may include a legal opinion if requested by the Company, that (ia) the proposed disposition does not require registration of the Purchased Shares under the 1933 Act or (iic) all appropriate action necessary for compliance with the registration requirements of the 1933 Act or of any exemption from registration available under the 1933 Act (including Rule 144) has been taken. (d) Optionee shall have provided the Corporation with written assurances, in form and substance satisfactory to the Corporation, that the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares pursuant to the provisions of the Commissioner Rules identified in paragraph 2.5. The Corporation Company shall NOT not be required (i) to transfer on its books any Purchased Shares which have been sold or transferred in violation of the provisions of this Article II NOR Restricted Stock Agreement or (ii) to treat as the owner of the Purchased Shares, or otherwise to accord voting voting, dividend or dividend liquidation rights to, any transferee to whom the Purchased Shares have been transferred in contravention of this Restricted Stock Agreement.

Disposition of Shares. Optionee Purchaser hereby agrees that Optionee Purchaser shall make no disposition of the Purchased Shares (other than a permitted transfer under paragraph 4.1) unless and until there is compliance with all of the following requirementsuntil: (a) Optionee Purchaser shall have notified the Corporation Company of the proposed disposition and provided a written summary in reasonable detail of the terms and conditions of the proposed disposition.; (b) Optionee Purchaser shall have complied with all requirements of this Agreement applicable to the disposition of the Purchased Shares.; (c) Optionee Purchaser shall have provided the Corporation Company with reasonable written assurances, in form and substance satisfactory to the CorporationCompany, that (i) the proposed disposition does not require registration or qualification of the Purchased Shares under the 1933 Act or any state securities laws or (ii) all appropriate action necessary for compliance with the registration requirements of the 1933 Act or any state securities laws or of any exemption from registration available under the 1933 Act (including Rule 144) or any state securities laws has been taken.; and (d) Optionee Purchaser shall have provided the Corporation Company with reasonable written assurances, in form and substance satisfactory to the CorporationCompany, that the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares pursuant to the provisions of the Commissioner Rules identified in paragraph 2.5Shares. The Corporation Company shall NOT be required (i) to transfer on its books any Purchased Shares which have been sold or transferred in violation of the provisions of this Article II NOR (ii) to treat as the owner of the Purchased Shares, or otherwise to accord voting voting, dividend or dividend liquidation rights to, any transferee to whom the Purchased Shares have been transferred in contravention of this Agreement.

Disposition of Shares. Optionee hereby agrees that Optionee --------------------- shall make no disposition of the Purchased Shares (other than a permitted transfer under paragraph 4.1) unless and until there is compliance with all of the following requirements: (a) Optionee shall have notified the Corporation of the proposed disposition and provided a written summary of the terms and conditions of the proposed dispositiondisposition . (b) Optionee shall have complied with all requirements of this Agreement applicable to the disposition of the Purchased Shares. (c) Optionee shall have provided the Corporation with written assurances, in form and substance satisfactory to the Corporation, 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 of any exemption from registration available under the 1933 Act (including Rule 144) has been taken. (d) Optionee shall have provided the Corporation with written assurances, in form and substance satisfactory to the Corporation, that the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares pursuant to the provisions of the Commissioner Rules identified in paragraph 2.5. The Corporation shall NOT not be required (i) to transfer on its books any --- Purchased Shares which have been sold or transferred in violation of the provisions of this Article II NOR nor (ii) 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. Optionee Subject to the terms of this Agreement, Purchaser hereby agrees that Optionee Purchaser shall make no disposition of the Purchased Shares (other than a permitted transfer under paragraph 4.1) unless and until there is compliance with all of the following requirements: (a) Optionee Purchaser shall have notified the Corporation Company of the proposed disposition and provided a written summary of the terms and conditions of the proposed disposition.; (b) Optionee Purchaser shall have complied with all requirements of this Agreement applicable to the disposition of the Purchased Shares., (c) Optionee Purchaser shall have provided the Corporation Company with written assurances, in form and substance satisfactory to the CorporationCompany, 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 of any exemption from registration available under the 1933 Act (including Rule 144) has been taken.; and (d) Optionee Purchaser shall have provided the Corporation Company with written assurances, in form and substance satisfactory to the CorporationCompany, that the proposed disposition will wil1 not result in the contravention of any transfer restrictions applicable to the Purchased Shares pursuant to the provisions of the Commissioner Rules identified in paragraph 2.5Shares. The Corporation Company shall NOT not be required (i) to transfer on its books any Purchased Shares which have been sold or transferred in violation of the provisions of this Article II NOR nor (ii) 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. Optionee Purchaser hereby agrees that Optionee it shall make no disposition of the Purchased Shares (other than a permitted transfer under paragraph 4.1) Section 3(a)), unless and until there is compliance with all of the following requirementsuntil: (a1) Optionee Purchaser shall have complied with all requirements of this Agreement and any stock exchange on which such Shares (or any substituted securities) may be listed; (2) Purchaser shall have notified the Corporation Company of the proposed disposition and provided furnished it with a written summary of the terms and conditions of the proposed disposition.; and (b3) Optionee shall have complied with all requirements of this Agreement applicable to the disposition of the Purchased Shares. (c) Optionee Purchaser shall have provided an opinion to the Corporation with written assurancesCompany's counsel (at its expense), in form and substance reasonably satisfactory to the CorporationCompany, that (i) the proposed disposition does not require registration of the Purchased Shares under the 1933 Act applicable Securities Laws or (ii) all appropriate action necessary for compliance with the registration requirements of the 1933 Act applicable Securities Laws or of any exemption from registration available under the 1933 Act (including Rule 144) applicable Securities Laws has been taken. (d) Optionee shall have provided the Corporation with written assurances, in form and substance satisfactory to the Corporation, that the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares pursuant to the provisions of the Commissioner Rules identified in paragraph 2.5. The Corporation Company shall NOT not be required (i) to transfer on its books any Purchased Shares which have been sold or transferred in violation of the provisions of this Article II NOR Section 2 nor (ii) 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 Agreementso transferred.