Further Restriction on Transfer Clause Samples

Further Restriction on Transfer. Unless and until the legends described in Section 5.4 may be removed, Investor further covenants not to make any disposition of the Securities until the transferee agrees to be bound by Sections 5.3, 5.4 and 5.5.

Further Restriction on Transfer. Notwithstanding any provision of this Agreement to the contrary, (a) no Member may pledge or hypothecate a membership interest to secure a debt or other obligation of such Member; and (b) no interest in the Company may be transferred unless (i) such transfer will not cause a termination of the Company for federal tax purposes within the meaning of Section 708 of the Code, and (ii) the sale or transfer of such interest is registered under the applicable federal and state securities laws and regulations or the Company is furnished with an opinion of counsel (at the transferor’s expense) satisfactory to the Members that such registration is not required.

Further Restriction on Transfer. The Director consents to the placing on the book entry for the Shares of an appropriate note restricting resale or other transfer of the Shares except in accordance with the Securities Act of 1933 and all applicable rules thereunder.

Further Restriction on Transfer. Notwithstanding any of the terms of this Section 2, a ▇▇▇▇▇▇ Holder may not Transfer any ▇▇▇▇▇▇ Shares to a Person which is engaged, directly or indirectly, in the manufacture, sale or distribution, or owns, manages or controls, directly or indirectly, any Person which engages in the manufacture, sale or distribution, of rims and wheels for vehicles anywhere; provided, that the foregoing shall not prohibit a Transfer that is otherwise permitted by Section 2(d) as long as the transferee disposes of the ▇▇▇▇▇▇ Shares as promptly as practicable but in no event later than 60 days after such Transfer.

Further Restriction on Transfer. Notwithstanding any other ------------------------------- provision of this Agreement, ▇▇▇▇▇▇▇▇ and each ▇▇▇▇▇▇▇▇ Transferee hereby agrees not to make any transfer of Company Stock, including pursuant to Section VII hereof, for a period of two years from the date hereof unless prior to making such transfer the independent auditors of DMC have confirmed to DMC that the proposed transfer to be made will not adversely effect the recapitalization accounting treatment applied to the transaction that are the subject of that certain Recapitalization Agreement dated July 1, 1997 by and among Enterprise Partners, ▇▇▇▇▇▇▇▇, Bed Rock International, Inc. and DMC.

Further Restriction on Transfer. In addition to the restrictions set forth in Section 10.1, no Member shall assign, convey, sell, encumber or in any way alienate all or any part of his interest in the Company: (a) without registration under applicable federal and state securities laws, unless it delivers an opinion of counsel satisfactory to the Company that registration under such laws is not required; or (b) if the interest to be sold or exchanged, when added to the total of all other interests sold of exchanged in the preceding twelve (12) consecutive months prior thereto, would result in the termination of the Company for tax purposes under Code Section 708.

Further Restriction on Transfer. This Warrant and the rights of Holder hereunder, are transferable, in whole or in part (and if in part, subject to the second proviso appearing at the end of this sentence), upon surrender of this Warrant to the Company for cancellation, together with a properly executed assignment in a form approved by the Company, at the office or agency of the Company referred to in Section 10, provided, however, that any transfer or assignment shall be subject to the conditions set forth in Section 9(a), provided, further, that the Holder may effect a partial transfer or assignment of this Warrant only upon the express written consent of the Company, which consent shall not be unreasonably withheld.