FURTHER ISSUE AND TRANSFER OF SHARES Sample Clauses

FURTHER ISSUE AND TRANSFER OF SHARES. 13.1 Each of the Founders [and the Existing Shareholders] undertakes to the Investor that they shall not, and shall not agree to, transfer, mortgage, charge or otherwise dispose of the whole or any part of their interest in, or grant any option or other rights over, any shares in the capital of the Company to any person except: 13.1.1 with Investor Consent; or 13.1.2 where required so to do pursuant to the New Articles or this agreement. 13.2 Without prejudice to clause 13.1, none of the Founders and the Existing Shareholders shall effect any transfer, mortgage, charge or other disposal of any interest in Shares described in clause 13.1 nor shall the Company issue any shares or equity securities (as defined in section 560 of the Act) or sell or transfer any Shares held as Treasury Shares, to any person who is not a party to this agreement without first obtaining from the transferee or subscriber a Deed of Adherence [save in respect of the grant or exercise of an option pursuant to the Share Option Plan]. 13.3 The Deed of Adherence shall be in favour of the Company, the Investor and any other parties to this agreement and shall be delivered to the Company at its registered office and to the Investor. Subject to clause 13.2, no share transfer or issue of shares shall be registered unless such Deed of Adherence has been delivered.
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FURTHER ISSUE AND TRANSFER OF SHARES. 9.1 Each of the Investors undertakes to the other Investors that it shall not, and shall not agree to, transfer, mortgage, charge or otherwise dispose of the whole or any part of his or her interest in, or grant any option or other rights over, any Shares except in accordance with the New Articles or this Agreement. 9.2 Without prejudice to clause 9.1, none of the Investors shall effect any transfer, mortgage, charge or other disposal of any interest in Shares described in clause 9.1 nor shall the Company issue any shares or equity securities (as defined in section 560 of the Act) or sell or transfer any Shares held as Treasury Shares, to any person who is not a party to this Agreement without first obtaining from the transferee or subscriber a Deed of Adherence, unless otherwise approved by the Board. 9.3 No allotment, issue, transfer or registration of any Share or equity securities (as defined in section 560 of the Act) other than to an existing Shareholder in accordance with the terms of this Agreement and the New Articles may be made unless the allottee or transferee has first agreed to be bound by the terms of this Agreement (as amended in writing by the parties to it from time to time) by executing a Deed of Adherence and has delivered that deed to the Company, provided that the Board (acting by majority vote, including an affirmative vote from an at least one Investor Director) may specify that any particular allottee or transferee need not become a party to this Agreement where following such allotment or transfer the allottee or transferee, together with its Affiliates, would hold not more than three (3) per cent of the issued Shares. 9.4 The Deed of Adherence shall be in favour of the Company, the Investors and any other parties to this Agreement and shall be delivered to the Company at its registered office and to the Investors. Subject to clause 9.1, no share transfer or issue of shares shall be registered unless such Deed of Adherence has been delivered. 9.5 Any person executing a Deed of Adherence shall be deemed to be a party to this Agreement and a Shareholder on compliance with all relevant provisions of this clause and being registered as the holder of any Shares.
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FURTHER ISSUE AND TRANSFER OF SHARES. 10.1 Each Shareholder undertakes to each other Shareholder, that he/she or it shall not, and shall not agree to, transfer, mortgage, charge or otherwise dispose of the whole or any part of his/hers or its interest in, or grant any option or other rights over, any Shares to any person except: (i) where required or specifically permitted to do so pursuant to the New Articles or this Agreement; or (ii) with the consent of the Board with Investor Director Consent. 10.2 No Shareholder shall effect any transfer, mortgage, charge or other disposal of any interest in Shares nor shall the Company issue any Shares or equity securities (as defined in section 560 of the Act) or sell or transfer any Shares held as Treasury Shares, to any person who is not a party to this Agreement without first obtaining from the transferee or subscriber a Deed of Adherence save in respect of the grant or exercise of an option pursuant to the Share Option Plan unless otherwise approved by the Board with Investor Director Consent. 10.3 The Deed of Adherence shall be in favour of the Company, the Investors and any other parties to this Agreement and shall be delivered to the Company at its registered office. Subject to clauses 10.1 and 10.2, no share transfer or issue of shares shall be registered unless such Deed of Adherence has been delivered.
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FURTHER ISSUE AND TRANSFER OF SHARES. 14.1 In the event that any Shareholder wishes to sell any of its Shares in the Company to third party(ies) (“Third Party Purchaser”), the selling Shareholder (“Seller”) shall promptly give the other Shareholders (the “Continuing Shareholders”) a written notice (“Transfer Notice”) offering to sell the shares (“Sale Shares”) to the Continuing Shareholders in proportion to their respective shareholdings in the Company on the same terms (including price per Share which must be cash) as apply to the purchase of the Sale Shares by the Third Party Purchaser. The offer shall: (a) be irrevocable and unconditional (except for any conditions which apply to the proposed transfer of the Sale Shares); (b) fully describe all material terms and conditions (including terms relating to price, time of completion and conditions precedent) agreed between the Seller and the Third Party Purchaser; and (c) be open for acceptance by the Continuing Shareholders within twenty-one (21) days of receipt of such offer. 14.2 If the Continuing Shareholders does not accept the offer to buy the Sale Shares within twenty-one (21) days of the notice referred to above, the Seller may sell to the Third Party Purchaser at not less than the proposed selling price of the Sale Shares first offered by the Seller to the Continuing Shareholders, and the Third Party Purchaser shall sign the Deed of Adherence in the form set out in Schedule 7 and be bound by the terms contained therein. 14.3 The Shareholders will procure that the Board shall not register any transfer of Shares that does not fully comply with the provisions of this clause 14.
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FURTHER ISSUE AND TRANSFER OF SHARES. 7.1 Subject to clause 7.2 each of the Shareholders undertakes to the others that it shall not, and shall not agree to, transfer, mortgage, charge or otherwise dispose of the whole or any part of its interest in, or grant any option or other rights over, any shares in the capital of the Company to any person except where permitted or required so to do pursuant to the New Articles (unless otherwise approved by the Board (with Founder Consent)). 7.2 Without prejudice to of clause 7.1, none the Shareholders shall effect any transfer, mortgage, charge or other disposal of any interest in Shares described in clause 7.1 nor shall the Company issue any shares or equity securities (as defined in section 560 of the Act) (other than pursuant to any employee option scheme), to any person who is not a Party without first obtaining from the transferee or subscriber a Deed of Adherence (unless otherwise approved by the Board (with Founder Consent)). 7.3 The Deed of Adherence shall be delivered to the Company at its registered office. Where required by this Agreement, no share transfer or issue of shares shall be registered unless such Deed of Adherence has been so delivered.
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FURTHER ISSUE AND TRANSFER OF SHARES. 8.1 The parties to this Agreement hereby acknowledge that the issuance of new Shares shall remain subject to Part 17 of the Companies Act. 8.2 Each of the parties to this Agreement agrees that if any person wishes to be registered as a holder of any shares (whether upon transfer or transmission or by issue) ("New Shareholder"), the New Shareholder must, unless he is already a party to this Agreement, deliver an executed Deed of Adherence in favour of all the other parties to this Agreement. 8.3 Each of the Founders covenants with and undertakes to the Investors and the Company that, he/she shall not, without obtaining prior Investor Majority Consent, dispose or permit the disposal of any interest in or creating of any Encumbrance over the shares in the Company which are registered in his/her name.
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FURTHER ISSUE AND TRANSFER OF SHARES. 9.1. None of the Shareholders shall effect any transfer, mortgage, charge or other disposal of, or grant any option, Encumbrance or other rights over, the whole or any part of his, her or its interest in any shares in the capital of the Company to any person nor shall the Company issue any shares or equity securities (as defined in section 560 of the Act), to any person who is not a party to this agreement without first obtaining from the transferee or subscriber a duly executed Deed of Adherence unless otherwise approved by the Board. 9.2. The Deed of Adherence shall be in favour of the parties to this agreement and shall be delivered to the Company at its registered office. Subject to clause 9.1, no share transfer or issue of shares shall be registered unless such Deed of Adherence has been delivered in accordance with this clause 9 (Further issue and transfer of shares).
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FURTHER ISSUE AND TRANSFER OF SHARES. 16.1 The Company shall not sell or permit the transfer of any Shares held as Treasury Shares, or issue of any new Shares (of any class), otherwise in accordance with the terms of this agreement, and to any person who is not a party to this agreement without first obtaining from the transferee or subscriber a Deed of Adherence unless otherwise approved by the Board. 16.2 The Deed of Adherence shall be in favour of the Company, the Investors and any other parties to this agreement and shall be delivered to the Company at its registered office and to the Investors. Subject to clause 16.1, no share transfer or issue of shares shall be registered unless such Deed of Adherence has been delivered. 16.3 Each of the Shareholders (other than the New Investor) undertakes to all other Shareholders that it shall not, and shall not agree to, transfer, mortgage, charge or otherwise dispose of the whole or any part of their interest in, or grant any option or other rights over, any shares in the capital of the Company to any person except where permitted by or required so to do pursuant to the New Articles or the terms of this agreement.
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Related to FURTHER ISSUE AND TRANSFER OF SHARES

  • ISSUANCE AND TRANSFER OF SHARES 1. The Bank will issue Share certificates upon receipt of a Certificate from an Officer, but shall not be required to issue Share certificates after it has received from an appropriate federal or state authority written notification that the sale of Shares has been suspended or discontinued, and the Bank shall be entitled to rely upon such written notification. The Bank shall not be responsible for the payment of any original issue or other taxes required to be paid by the Customer in connection with the issuance of any Shares. 2. Shares will be transferred upon presentation to the Bank of Share certificates in form deemed by the Bank properly endorsed for transfer, accompanied by such documents as the Bank deems necessary to evidence the authority of the person making such transfer, and bearing satisfactory evidence of the payment of applicable stock transfer taxes. In the case of small estates where no administration is contemplated, the Bank may, when furnished with an appropriate surety bond, and without further approval of the Customer, transfer Shares registered in the name of the decedent where the current market value of the Shares being transferred does not exceed such amount as may from time to time be prescribed by the various states. The Bank reserves the right to refuse to transfer Shares until it is satisfied that the endorsements on Share certificates are valid and genuine, and for that purpose it may require, unless otherwise instructed by an Officer of the Customer, a guaranty of signature by an "eligible guarantor institution" meeting the requirements of the Bank, which requirements include membership or participation in STAMP or such other "signature guarantee program" as may be determined by the Bank in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. The Bank also reserves the right to refuse to transfer Shares until it is satisfied that the requested transfer is legally authorized, and it shall incur no liability for the refusal in good faith to make transfers which the Bank, in its judgment, deems improper or unauthorized, or until it is satisfied that there is no basis to any claims adverse to such transfer. The Bank may, in effecting transfers of Shares, rely upon those provisions of the Uniform Act for the Simplification of Fiduciary Security Transfers or the Uniform Commercial Code, as the same may be amended from time to time, applicable to the transfer of securities, and the Customer shall indemnify the Bank for any act done or omitted by it in good faith in reliance upon such laws. 3. All certificates representing Shares that are subject to restrictions on transfer (e.g., securities acquired pursuant to an investment representation, securities held by controlling persons, securities subject to stockholders' agreement, etc.), shall be stamped with a legend describing the extent and conditions of the restrictions or referring to the source of such restrictions. The Bank assumes no responsibility with respect to the transfer of restricted securities where counsel for the Customer advises that such transfer may be properly effected.

  • Sale and Transfer of Shares On the terms and subject to the conditions of this Agreement, on the Closing Date, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from the Seller the Shares.

  • Registration and Transfer of Shares (a) Any Transfer of any Shares shall only be completed subject to the compliance by the Member and the proposed transferee with all applicable laws; and furthermore may only be completed in accordance with the provisions of this Agreement. (b) Other than (i) any Transfer of Shares which is an Involuntary Transfer or (ii) any Transfer that occurs on an alternative trading system that has been approved by the Company in writing, and Transfer of Shares shall be subject to the prior written approval of the Company, which the Company may give or withhold in its sole discretion. (c) The Company shall keep or cause to be kept on behalf of the Company a register (which may be in electronic form) that will provide for the registration and Transfer of Shares. The Company may appoint a Transfer Agent to act as registrar and transfer agent for the purpose of registering any class of Shares and Transfers of such class of Shares as herein provided. For Shares represented by Certificates, upon surrender of a Certificate for registration of Transfer of any Shares evidenced by a Certificate, the appropriate Officers of the Company shall execute and deliver, and in the case of Shares for which a Transfer Agent has been appointed, the Transfer Agent shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the Record Holder’s instructions, one or more new Certificates evidencing the same aggregate number and type of Shares as were evidenced by the Certificate so surrendered, provided that a transferor shall provide the address and facsimile number for each such transferee as set forth on Exhibit A at any time. (d) The Company shall not recognize any Transfer of Shares evidenced by Certificates until the Certificates evidencing such Shares are surrendered for registration of Transfer. No charge shall be imposed by the Company for such Transfer; provided, that as a condition to the issuance of Shares, whether or not such Shares are evidenced by Certificates, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed with respect thereto. The Company’s transfer agent may require a transferring shareholder to pay reasonable and customary fees in connection with any voluntary transfer of Class A shares. (e) By acceptance of the Transfer of any Share, each transferee of a Share (including any nominee holder or an agent or representative acquiring such Shares for the account of another Person) (i) shall be admitted to the Company as a Substitute Member with respect to the Shares so Transferred to such transferee when any such Transfer or admission is reflected in the books and records of the Company or the Transfer Agent, as applicable, (ii) shall be deemed to agree to be bound by the terms of this Agreement, (iii) shall become the Record Holder of the Shares so transferred, (iv) grants powers of attorney to the Officers of the Company and any Liquidating Trustee, as specified herein, and (v) makes the consents and waivers contained in this Agreement. The Transfer of any Shares and the admission of any new Member shall not constitute an amendment to this Agreement. (f) Nothing contained in this Agreement shall preclude electronic book-entry only Transfer of Shares or the settlement of any transactions involving Shares entered into through electronic systems maintained by the Administrator on behalf of the Company, facilities of the Depository or any National Securities Exchange on which such Shares are listed for trading. (g) The Initial Member and its Affiliates shall not be permitted to Transfer any Shares that are Beneficially Owned by them prior to the one-year anniversary of the final closing of the Offering, except to a Masterworks Affiliate or as required by law or in bankruptcy or similar proceeding, and shall not be permitted to Transfer any unvested ASA Shares at any time, provided, however, notwithstanding the definition of the term “Transfer,” the Initial Member and its Affiliates shall be permitted, during such one-year period, to pledge any or all of such Shares to unaffiliated third-party lenders and, for the avoidance of doubt, such lenders shall not be subject to the provisions of this Section 2.7(g) if they obtain Beneficial Ownership of such Shares in connection with a default by the Initial Member and its Affiliates pursuant to the transactions in which such third-party lenders obtained such Shares. (h) Any Class A shares held by a Member that beneficially owns greater than 10% of the outstanding Class A shares, whether or not any of such shares constitute Voting Shares for purposes of this Agreement, shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereof. Such Member shall not be entitled to execute a voluntarily transfer of such shares through the Templum ATS (or any similar system or market that permits transfers of unrestricted securities) or request removal of such restrictive legend on such shares, unless the Company and its Transfer Agent are satisfied, in their sole and absolute discretion, that such proposed de-legending and/or transfer complies with applicable federal securities laws and the Company and/or its Transfer Agent shall be entitled to require the requesting Member to furnish the Company with an opinion from counsel of national recognition in support of such request. (i) The Class C Ordinary Share, once issued, can only be transferred between Masterworks affiliated entities, including from one Masterworks Investor to another. (j) Any Transfer or attempted Transfer of any Share(s) in contravention of this Agreement shall be absolutely null and void ab initio and of no force or effect, on or against the Company, any Member, any creditor of the Company or any claimant against the Company and may be enjoined, and shall not be recorded on the books and records of the Company. No distributions of cash or property of the Company shall be made to any transferee of any Share(s) which is/are Transferred in violation hereof, nor shall any such Transfer be registered on the books of the Company. The Transfer or attempted Transfer of any Share(s) in violation hereof shall not affect the Beneficial Ownership of such Share(s), and, notwithstanding such Transfer or attempted Transfer, the Member making such prohibited Transfer or attempted Transfer shall retain the right to vote, if any, and the right to receive liquidation proceeds and any other distributions with respect to the Shares.

  • Transfer of Shares Shares shall be transferable on the records of the Trust only by the record holder thereof or by its agent thereto duly authorized in writing, upon delivery to the Trustees or a transfer agent of the Trust of a duly executed instrument of transfer, together with such evidence of the genuineness of each such execution and authorization and of other matters as may reasonably be required. Upon such delivery the transfer shall be recorded on the applicable register of the Trust. Until such record is made, the Shareholder of record shall be deemed to be the holder of such Shares for all purposes hereof and neither the Trustees nor any transfer agent or registrar nor any officer, employee or agent of the Trust shall be affected by any notice of the proposed transfer. Any person becoming entitled to any Shares in consequence of the death, bankruptcy, or incompetence of any Shareholder, or otherwise by operation of law, shall be recorded on the applicable register of Shares as the holder of such Shares upon production of the proper evidence thereof to the Trustees or a transfer agent of the Trust, but until such record is made, the Shareholder of record shall be deemed to be the holder of such for all purposes hereof, and neither the Trustees nor any transfer agent or registrar nor any officer or agent of the Trust shall be affected by any notice of such death, bankruptcy or incompetence, or other operation of law.

  • Sale and Transfer of Shares Closing Subject to the terms and conditions of this Agreement, at the Closing, the following will occur: i. the Company will sell and transfer the Purchase Shares to GSAI and the Shareholders; ii. Bristlecone will deliver 4,500,000 common shares to the Company which shall be cancelled and returned to the treasury of the Company; iii Xxxxxxxxx will deliver 3,500,000 common shares to the Company which shall be cancelled and returned to the treasury of the Company; iv. GSAI will transfer 100% of the outstanding shares of ARCIS (the “ARCIS Shares”) to the Company. v. the Shareholders will transfer 100% of the outstanding shares of GCED (the “GCED Shares”) to the Company; vi. the Company shall deliver the 13,200,000 Purchase Shares issued in the amounts and to the persons set forth in Exhibit C hereto; vii. the Officers and Directors of the Company shall appoint the directors designated by GSAI and resign; and the newly appointed Directors of the Company who shall serve until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Charter and the By-Laws, shall appoint the new officers of the Company.

  • Restriction on Transfer of Shares Proxies and Non-Interference. Beginning on the date hereof and ending on the later to occur of (A) last date the Stock Options are exercisable pursuant to Section 3 hereof and (B) the date that all of the Stockholder's obligations under Section 2 have terminated, except as contemplated by this Agreement or the Merger Agreement, no Stockholder shall, directly or indirectly, (i) offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of the Shares or any interest therein; (ii) except as contemplated by this Agreement, grant any proxies or powers of attorney, deposit any of the Shares into a voting trust or enter into a voting agreement with respect to any of the Shares; or (iii) take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing the Stockholder's obligations under this Agreement. Notwithstanding anything to the contrary provided in this Agreement, a Stockholder shall have the right to make Permitted Transfers of Shares. The Stockholder agrees with, and covenants to, Sub that beginning on the date hereof and ending on the last date the Stock Options are exercisable pursuant to Section 3 hereof, the Stockholder shall not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Shares, unless such transfer is made in compliance with this Agreement (including the provisions of Section 2 hereof).

  • Ownership and Transfer of Shares The Trust or a transfer or similar agent for the Trust shall maintain a register containing the names and addresses of the Shareholders of each Series and Class thereof, the number of Shares of each Series and Class held by such Shareholders, and a record of all Share transfers. The register shall be conclusive as to the identity of Shareholders of record and the number of Shares held by them from time to time. The Trustees may authorize the issuance of certificates representing Shares and adopt rules governing their use. The Trustees may make rules governing the transfer of Shares, whether or not represented by certificates. Except as otherwise provided by the Trustees, Shares shall be transferable on the books of the Trust only by the record holder thereof or by his duly authorized agent upon delivery to the Trustees or the Trust's transfer agent of a duly executed instrument of transfer, together with a Share certificate if one is outstanding, and such evidence or the genuineness of each such execution and authorization and of such other matters as may be required by the Trustees. Upon such delivery, and subject to any further requirements specified by the Trustees or contained in the By-laws, the transfer shall be recorded on the books of the Trust. Until a transfer is so recorded, the Shareholder of record of Shares shall be deemed to be the holder of such Shares for all purposes hereunder and neither the Trustees nor the Trust, nor any transfer agent or registrar or any officer, employee or agent of the Trust, shall be affected by any notice of a proposed transfer.

  • Restrictions on Transfer of Shares (a) There can be no valid transfer (as hereinafter defined) of any shares of stock purchased on exercise of the Option, or any interest in such shares, by any holder of such shares or interests unless such transfer is solely for cash consideration and is made in compliance with the following provisions: (1) Before there can be a valid transfer of any shares or any interest therein, the record holder of the shares to be transferred (the "Offered Shares") shall give written notice (by registered or certified mail) to the Company. Such notice shall specify the identity of the proposed transferee, the cash price offered for the Offered Shares by the proposed transferee and the other terms and conditions of the proposed transfer. The date such notice is mailed shall be hereinafter referred to as the "notice date" and the record holder of the Offered Shares shall be hereinafter referred to as the "Offeror." (2) For a period of thirty (30) calendar days after the notice date, the Company shall have the option to purchase all (but not less than all) of the Offered Shares at the purchase price and on the terms set forth in subsection (a)(3) of this Section 5.8. This option shall be exercisable by the Company by mailing (by registered or certified mail) written notice of exercise to the Offeror prior to the end of said thirty (30) days. (3) The price at which the Company may purchase the Offered Shares pursuant to the exercise of such option shall be the cash price offered for the Offered Shares by the proposed transferee (as set forth in the notice required under subsection (a)(1) of this Section 5.8). The Company's notice of exercise of such option shall be accompanied by full payment for the Offered Shares and, upon such payment by the Company, the Company shall acquire full right, title and interest to all of the Offered Shares. (4) If, and only if, the option given pursuant to subsection (a)(2) of this Section 5.8 is not exercised, the transfer proposed in the notice given pursuant to subsection (a)(1) of this Section 5.8 may take place; provided, however, that such transfer must, in all respects, be exactly as proposed in said notice except that such transfer may not take place either before the tenth (10th) calendar day after the expiration of said thirty-day option exercise period or after the ninetieth (90th) calendar day after the expiration of said thirty-day option exercise period, and if such transfer has not taken place prior to said ninetieth (90th) day, such transfer may not take place without once again complying with subsection (a) of this Section 5.8. (b) As used in this Section 5.8, the term "transfer" means any sale, encumbrance, pledge, gift or other form of disposition or transfer of shares of the Company's stock or any legal or equitable interest therein; provided, however, that the term "transfer" does not include a transfer of such shares or interests by will or by the applicable laws of descent and distribution or a gift of such shares if the donee agrees to be bound by the provisions of this Section 5.8. (c) None of the shares of the Company's stock purchased on exercise of the Option shall be transferred on the Company's books nor shall the Company recognize any such transfer of any such shares or any interest therein unless and until all applicable provisions of this Section 5.8 have been complied with in all respects. The certificates of stock evidencing shares of stock purchased on exercise of the Option shall bear an appropriate legend referring to the transfer restrictions imposed by this Section 5.8 and to the repurchase option provided for in Section 5.8.

  • No Transfer of Shares Each of the Selling Shareholders, directly or indirectly, has not entered into any commitment, transaction or other arrangement, including any prepaid forward contract, 10b5-1 plan or similar agreement, which transfers or may transfer any of the legal or beneficial ownership or any of the economic consequences of ownership of the Selling Shareholder Shares to be sold by such Selling Shareholder hereunder, except as has been previously disclosed in writing to the Underwriter.

  • Transfers of Shares Stockholder hereby agrees that, at all times during the period commencing with the execution and delivery of this Agreement until the Expiration Date, Stockholder (a) shall not cause or permit the Transfer (as defined below) of any Shares, or any interest in the Shares, to be effected, or discuss, negotiate or make any offer regarding any Transfer of any Shares, and (b) shall not deposit (or permit the deposit of) any Shares in a voting trust or grant any proxy, or enter into any voting agreement or similar agreement or arrangement in contravention of the obligations of Stockholder under this Agreement with respect to the Shares. Stockholder further agrees with, and covenants to, Buyer that Stockholder shall not request that Parent register the Transfer of any certificate or uncertificated interest representing any of the Shares, unless such Transfer is made in compliance with this Section 5. From and after the date of this Agreement, through the Expiration Date, Parent will not register or otherwise recognize the transfer (book-entry or otherwise) of any Shares or any certificate or uncertificated interest representing any of Stockholder's Shares, except as permitted by, and in accordance with this Section 5. This Section 5 shall not prohibit a transfer of Shares by Stockholder (A) to any member of Stockholder's immediate family, or to a trust for the benefit of Stockholder or any member of Stockholder's immediate family, or (B) upon the death of Stockholder; provided however, that a transfer referred to in this sentence shall be permitted only if, as a precondition such transfer, the transferee shall have (i) duly executed a counterpart of this Agreement and a proxy in the form attached hereto as Exhibit A, and (ii) agreed in writing to hold such Shares, or such interest therein, subject to all of the terms and conditions set forth in this Agreement. For purposes of this Agreement, a person or entity shall be deemed to have effected a "Transfer" of a security if such person or entity, directly or indirectly: (i) sells, offers to sell, makes any short sales of, pledges, encumbers, lends, hypothecates, enters into any type of equity swap or hedging of, grants an option with respect to, transfers or disposes of such security, any interest therein, or the economic consequences of ownership of such security or (ii) enters into an agreement, contract or commitment providing for the sale of, making any short sales of, pledge of, lending of, encumbrance of, equity swap or hedging of, grant of an option with respect to, transfer of or disposition of such security, any interest therein or the economic consequences of ownership of such security, other than any such actions pursuant to which such person or entity maintains all voting rights with respect to such security.

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