Common use of General Transfer Restrictions Clause in Contracts

General Transfer Restrictions. The right of the Stockholders to transfer any Shares held by it is subject to the restrictions set forth in this Article II. (a) Each Stockholder acknowledges that the Shares have not been registered under the Securities Act and may not be Transferred except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration under the Securities Act. Each Stockholder covenants that the Shares will only be disposed of pursuant to an effective registration statement under, and in compliance with the requirements of, the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with any applicable state and foreign securities laws. In connection with any Transfer of the Shares other than pursuant to an effective registration statement, to the Company or pursuant to Rule 144 or 144A (or any similar provision then in force), the Company may require the Stockholder to provide to the Company an opinion of counsel selected by the Stockholder and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such Transfer does not require registration under the Securities Act. Notwithstanding the foregoing, the Company hereby consents to and agrees to register on the books of the Company and with its transfer agent, without any legal opinion, except to the extent that the transfer agent requests such legal opinion, any Transfer of Restricted Shares by a Stockholder to an Affiliate of such Stockholder or to any general or limited partner of such Stockholder. (b) Each Stockholder agrees to the imprinting, so long as is required by this Section 2.1, of the following legend on any certificate evidencing any of the Restricted Shares: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE ACT AND THE RULES AND REGULATIONS THEREUNDER AND APPLICABLE STATE SECURITIES LAWS. Certificates evidencing the Shares shall not be required to contain such legend or any other legend (i) following any sale of such Shares pursuant to an effective registration statement (including the Shelf Registration Statement) covering the resale of the Restricted Shares, (ii) following any sale of such Shares pursuant to Rule 144 or Rule 144A (or any similar provision then in force) or if the Shares are transferrable by a person who is not an Affiliate of the applicable Stockholder pursuant to Rule 144 or Rule 144A (or any similar provision then in force) without any volume or manner of sale restrictions thereunder, in each case if the holder provides the Company with a legal opinion reasonably acceptable to the Company to the effect that the Shares were sold under Rule 144 or Rule 144A or (iii) if the holder provides the Company with a legal opinion reasonably acceptable to the Company to the effect that the legend is not required under applicable requirements of the Securities Act (including controlling judicial interpretations and pronouncements issued by the staff of the SEC). Whenever such restrictions shall cease and terminate as to any Shares, the holder of such securities shall be entitled to receive from the Company upon a written request in writing, without expense, new securities of like tenor not bearing the legend set forth herein.

General Transfer Restrictions. The right rights of the Stockholders a Holder to transfer Transfer any Shares or Additional Shares held by it is subject to the restrictions set forth in this Article IISection 2. (a) Each Stockholder Such Holder acknowledges that the Shares and Additional Shares have not been registered under the Securities Act and may not be Transferred except pursuant to an effective registration statement Registration Statement under the Securities Act or pursuant to an exemption from registration under the Securities Act. Each Stockholder Such Holder covenants that it will only dispose of any of the Shares will only be disposed of or Additional Shares pursuant to an effective registration statement Registration Statement under, and in compliance with the requirements of, the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with any applicable state and foreign securities laws. Such Holder further covenants that it will not Transfer any of the Shares or Additional Shares if such securities would be Registrable Securities in the hands of the transferee as a result of such Transfer unless such transferee agrees to be bound to the terms and conditions of this Section 2 or substantially similar terms and conditions. In connection with any Transfer of the Shares or Additional Shares other than pursuant to an effective registration statementRegistration Statement, to the Company or pursuant to Rule 144 or Rule 144A (or any similar provision then in force), the Company may require the Stockholder such Holder to provide to the Company an opinion of counsel selected by the Stockholder such Holder and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such Transfer does not require registration under the Securities Act. Notwithstanding the foregoing, the Company hereby consents to and agrees to register on the books of the Company and with its transfer agent, without any legal opinion, except to the extent that the transfer agent requests such legal opinion, any Transfer of Restricted Shares outstanding Registrable Securities by a Stockholder Teva to an entity that is an Affiliate of such Stockholder or to any general or limited partner of such StockholderTeva. (b) Each Stockholder Such Holder agrees to the imprinting, so long as is required by this Section 2.1, of the following legend on any each certificate evidencing any of the Restricted SharesRegistrable Securities: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE ACT AND THE RULES AND REGULATIONS THEREUNDER AND APPLICABLE STATE SECURITIES LAWS. Certificates evidencing any of the Shares Registrable Securities shall not be required to contain such legend or any other legend (i) following any sale of such Shares securities pursuant to an effective registration statement Registration Statement (including the Shelf Resale Registration StatementStatement described in Section 3.1) covering the resale of the Restricted Sharessuch securities, (ii) following any sale of such Shares securities pursuant to Rule 144 or Rule 144A (or any similar provision then in force) or or, if the Shares such securities are transferrable by a person Person who is not an Affiliate of the applicable Stockholder Company pursuant to Rule 144 or Rule 144A (or any similar provision then in force) without any volume or manner of sale restrictions thereunder, in each case if the holder provides the Company with a legal opinion reasonably acceptable to the Company to the effect that the Shares such securities were sold under Rule 144 or Rule 144A or (iii) if the holder provides the Company with a legal opinion reasonably acceptable to the Company to the effect that the legend is not required under applicable requirements of the Securities Act (including controlling judicial interpretations and pronouncements issued by the staff of the SEC). Whenever such restrictions shall cease and terminate as to any SharesRegistrable Securities, such that such securities are no longer Registrable Securities, the holder of such securities shall be entitled to receive from the Company upon a written request in writingrequest, without expense, new securities certificates of like tenor not bearing the legend set forth herein.

General Transfer Restrictions. The right of the Stockholders Shareholders to transfer any Shares held by it is subject to the restrictions set forth in this Article II. (a) Each Stockholder Shareholder acknowledges that the Shares have not been registered under the Securities Act and may not be Transferred except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration under the Securities Act. Each Stockholder Shareholder covenants that the Shares will only be disposed of pursuant to an effective registration statement under, and in compliance with the requirements of, the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with any applicable state and foreign securities laws. In connection with any Transfer of the Shares other than pursuant to an effective registration statement, to the Company or pursuant to Rule 144 or 144A (or any similar provision then in force), the Company may require the Stockholder Shareholder to provide to the Company an opinion of counsel selected by the Stockholder Shareholder and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such Transfer does not require registration under the Securities Act. Notwithstanding the foregoing, the Company hereby consents to and agrees to register on the books of the Company and with its transfer agent, without any legal opinion, except to the extent that the transfer agent requests such legal opinion, any Transfer of Restricted Shares by a Stockholder Shareholder to an Affiliate of such Stockholder Shareholder or to any general or limited partner of such StockholderShareholder. (b) Each Stockholder Shareholder agrees to the imprinting, so long as is required by this Section 2.1, of the following legend on any certificate evidencing any of the Restricted Shares: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE ACT AND THE RULES AND REGULATIONS THEREUNDER AND APPLICABLE STATE SECURITIES LAWS. Certificates evidencing the Shares shall not be required to contain such legend or any other legend (i) following any sale of such Shares pursuant to an effective registration statement (including the Shelf Registration Statement) covering the resale of the Restricted Shares, (ii) following any sale of such Shares pursuant to Rule 144 or Rule 144A (or any similar provision then in force) or if the Shares are transferrable by a person who is not an Affiliate of the applicable Stockholder Shareholder pursuant to Rule 144 or Rule 144A (or any similar provision then in force) without any volume or manner of sale restrictions thereunder, in each case if the holder provides the Company with a legal opinion reasonably acceptable to the Company to the effect that the Shares were sold under Rule 144 or Rule 144A or (iii) if the holder provides the Company with a legal opinion reasonably acceptable to the Company to the effect that the legend is not required under applicable requirements of the Securities Act (including controlling judicial interpretations and pronouncements issued by the staff of the SEC). Whenever such restrictions shall cease and terminate as to any Shares, the holder of such securities shall be entitled to receive from the Company upon a written request in writing, without expense, new securities of like tenor not bearing the legend set forth herein.

General Transfer Restrictions. The right of the Stockholders any Stockholder to transfer Transfer any Shares held by it is subject to the restrictions set forth in this Article IIbelow. (a) Each Stockholder acknowledges that the Shares have not been registered under the Securities Act and may not be Transferred except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration under the Securities Act. Each Stockholder covenants that the Shares will only be disposed of pursuant to an effective registration statement under, and in compliance with the requirements of, the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with any applicable state and foreign securities laws. In connection with any Transfer of the Shares other than a Transfer (i) pursuant to an effective registration statement, (ii) to the Company or Company, (iii) pursuant to Rule 144 144, or 144A (iv) if Holder is a venture capital or any similar provision then in force)private equity fund, a customary distribution to its partners or members, the Company may require the Stockholder to provide to the Company an opinion of counsel selected by (and at the expense of) the Stockholder and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such Transfer does not require registration under the Securities Act. Notwithstanding the foregoing; provided that in connection with any transfer pursuant to clause (iv), each transferee shall agree with the Company hereby consents in writing to and agrees to register on be bound by this Agreement (it being understood that the books rights of the Company and with its transfer agent, without any legal opinion, except transferor under this Agreement shall likewise be deemed assigned to the extent that the transfer agent requests such legal opinion, any Transfer of Restricted Shares by a Stockholder to an Affiliate of transferee upon such Stockholder or to any general or limited partner of such Stockholdertransfer). (b) Each Stockholder agrees to the imprintingaffixing, so long as is required by this Section 2.12.1 or the requirements of the Securities Act, of the following legend on any certificate or book-entry position evidencing any of the Restricted Shares: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE ACT AND THE RULES AND REGULATIONS THEREUNDER AND APPLICABLE STATE SECURITIES LAWS. Certificates or book-entry positions evidencing the Shares shall not be required to contain such legend or any other legend (i) following any sale of such Shares pursuant to an effective registration statement (including the Shelf Registration StatementStatement described in Section 3.1) covering the resale of the Restricted Shares, (ii) following any sale of such Shares pursuant to Rule 144 144, or Rule 144A (or any similar provision then in forceiii) or if the Shares are transferrable by a person who Holder is not (and for the preceding three months has not been) an Affiliate of the applicable Company, six (6) months following the Closing (provided, however, that in the case of (i), (ii) and (iii), above, the Stockholder pursuant provides the Company with customary legal representation letters reasonably acceptable to Rule 144 the Company), or Rule 144A (or any similar provision then in forceiv) without any volume or manner of sale restrictions thereunder, in each case if the holder Stockholder provides the Company with a legal opinion reasonably acceptable to (at the Company to the effect that the Shares were sold under Rule 144 or Rule 144A or (iiiStockholder’s expense) if the holder provides the Company with a legal opinion reasonably acceptable to the Company to the effect that the legend is not required under applicable requirements of the Securities Act (including controlling judicial interpretations and pronouncements issued by the staff of the SEC)Act. Whenever such restrictions shall cease and terminate as to any Shares, (A) the holder Holder of such securities shall be entitled to receive from the Company upon a written request in writing, without expense, new securities of like tenor not bearing the legend set forth herein, and such new securities shall be issued promptly, but in no event less than five (5) Business Days after a written request to remove such legends, and (B) the Company or its counsel shall, at the Company’s expense, provide any opinion that may be required by the Company’s transfer agent in connection with the removal of any such legends.

General Transfer Restrictions. The right of the Stockholders to transfer Transfer any Shares held by it them is subject to the restrictions set forth in this Article IISection 2. (a) Each Stockholder acknowledges that the Shares have not been registered under the Securities Act and may not be Transferred except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration under the Securities Act. Each Stockholder covenants that the Shares will only be disposed of pursuant to an effective registration statement under, and in compliance with the requirements of, the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with any applicable state and foreign securities laws. In connection with any Transfer of the Shares other than pursuant to an effective registration statement, to the Company or pursuant to Rule 144 or 144A (or any similar provision then in force), the Company may require the Stockholder to provide to the Company an opinion of counsel selected by the Stockholder and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such Transfer does not require registration under the Securities Act. Notwithstanding the foregoing, the Company hereby consents to and agrees to register on the books of the Company and with its transfer agent, without any legal opinion, except to the extent that the transfer agent requests such legal opinion, any Transfer of Restricted Shares by a Stockholder to an Affiliate of such Stockholder or by any Holder to any current or former general or limited partner or member of such StockholderHolder (including any distribution of the Shares to any beneficial owner of a Holder), in each case dependent upon the receipt of an executed accredited investor questionnaire from such transferees. (b) Each Stockholder agrees to the imprinting, so long as is required by this Section 2.1, of the following legend on any certificate evidencing any of the Restricted Shares: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE ACT AND THE RULES AND REGULATIONS THEREUNDER AND APPLICABLE STATE SECURITIES LAWS. Certificates evidencing the Shares shall not be required to contain such legend or any other legend (i) following any sale of such Shares pursuant to an effective registration statement (including the Shelf Resale Registration StatementStatement described in Section 3.1) covering the resale of the Restricted Shares, (ii) following any sale of such Shares pursuant to Rule 144 or Rule 144A (or any similar provision then in force) or if the Shares are transferrable by a person Person who is not an Affiliate of the applicable Stockholder pursuant to Rule 144 or Rule 144A (or any similar provision then in force) without any volume or manner of sale restrictions thereunder, in each case if the holder provides the Company with a legal opinion reasonably acceptable to the Company to the effect that the Shares were or may be sold under Rule 144 or Rule 144A as indicated or (iii) if the holder provides the Company with a legal opinion reasonably acceptable to the Company to the effect that the legend is not required under applicable requirements of the Securities Act (including controlling judicial interpretations and pronouncements issued by the staff of the SEC). Whenever such restrictions shall cease and terminate as any of the conditions in the preceding sentence are satisfied with respect to any Shares, the holder of such securities shall be entitled to receive from the Company upon a written request in writingrequest, without expense, new securities of like tenor tenor, including certificates or book entry positions representing such securities, not bearing the legend set forth hereinany restrictive legends.

General Transfer Restrictions. The right of the Stockholders to transfer any Shares held by it is subject to the restrictions set forth in this Article II. (a) Each Stockholder acknowledges that the Shares have not been registered under the Securities Act and may not be Transferred except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration under the Securities Act. Each Stockholder covenants that the Shares will only be disposed of pursuant to an effective registration statement under, and in compliance with the requirements of, the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with any applicable state and foreign securities laws. In connection with any Transfer of the Shares other than pursuant to an effective registration statement, to the Company or pursuant to Rule 144 or 144A (or any similar provision then in force), the Company may require the Stockholder to provide to the Company an opinion of counsel selected by the Stockholder and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such Transfer does not require registration under the Securities Act. Notwithstanding the foregoingforegoing or any other provision of this Agreement, (i) the Company hereby consents to and agrees to register on the books of the Company and with its transfer agent, without any legal opinion, except to the extent that the transfer agent requests such legal opinion, any Transfer of Restricted Shares by a Stockholder to an Affiliate of such Stockholder or to any general or limited partner of such Stockholder and (ii) each Stockholder may enter into hedging, collar or similar transactions with respect to the Shares to reduce such Stockholder's risks relating to its holdings of the Shares, and any such activities or transactions shall not be deemed to be a Transfer hereunder. (b) Each Stockholder agrees to the imprinting, so long as is required by this Section 2.1, of the following legend on any certificate evidencing any of the Restricted Shares: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE ACT AND THE RULES AND REGULATIONS THEREUNDER AND APPLICABLE STATE SECURITIES LAWS. Certificates evidencing the Shares shall not be required to contain such legend or any other legend (i) following any sale of such Shares pursuant to an effective registration statement (including the Shelf Registration StatementStatement described in Section 3.1) covering the resale of the Restricted Shares, (ii) following any sale of such Shares pursuant to Rule 144 or Rule 144A (or any similar provision then in force) or if the Shares are transferrable by a person who is not an Affiliate of the applicable Stockholder pursuant to Rule 144 or Rule 144A (or any similar provision then in force) without any volume or manner of sale restrictions thereunder, in each case if the holder provides the Company with a legal opinion reasonably acceptable to the Company to the effect that the Shares were sold under Rule 144 or Rule 144A or (iii) if the holder provides the Company with a legal opinion reasonably acceptable to the Company to the effect that the legend is not required under applicable requirements of the Securities Act (including controlling judicial interpretations and pronouncements issued by the staff of the SEC). Whenever such restrictions shall cease and terminate as to any Shares, the holder of such securities shall be entitled to receive from the Company upon a written request in writing, without expense, new securities of like tenor not bearing the legend set forth herein.and

General Transfer Restrictions. The right of the Stockholders any Stockholder to transfer Transfer any Shares held by it is subject to the restrictions set forth in this Article IIbelow. (a) Each Stockholder acknowledges that the Shares have not been registered under the Securities Act and may not be Transferred except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration under the Securities Act. Each Stockholder covenants that the Shares will only be disposed of pursuant to an effective registration statement under, and in compliance with the requirements of, the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with any applicable state and foreign securities laws. In connection with any Transfer of the Shares other than a Transfer (i) pursuant to an effective registration statement, (ii) to the Company or Company, (iii) pursuant to Rule 144 144, or 144A (iv) if Holder is a venture capital or any similar provision then in force)private equity fund, a customary distribution to its partners or members for no consideration, the Company may require the Stockholder to provide to the Company an opinion of counsel selected by the Stockholder and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such Transfer does not require registration under the Securities Act. Notwithstanding the foregoing; provided, however, that prior to any transfer pursuant to (iv), each transferee shall agree with the Company hereby consents in writing to and agrees to register on be bound by this Agreement (it being understood that the books rights of the Company and with its transfer agent, without any legal opinion, except transferor under this Agreement shall likewise be deemed assigned to the extent that the transfer agent requests such legal opinion, any Transfer of Restricted Shares by a Stockholder to an Affiliate of transferee upon such Stockholder or to any general or limited partner of such Stockholdertransfer). (b) Each Stockholder agrees to the imprintingaffixing, so long as is required by this Section 2.1, of the following legend on any certificate or book-entry position evidencing any of the Restricted Shares: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE ACT AND THE RULES AND REGULATIONS THEREUNDER AND APPLICABLE STATE SECURITIES LAWS. Certificates or book-entry positions evidencing the Shares shall not be required to contain such legend or any other legend (i) following any sale of such Shares pursuant to an effective registration statement (including the Shelf Registration StatementStatement described in Section 3.1) covering the resale of the Restricted Shares, (ii) following any sale of such Shares pursuant to Rule 144 or Rule 144A (or any similar provision then in force) or if the Shares are transferrable by a person who is not an Affiliate of the Company or the applicable Stockholder pursuant to Rule 144 or Rule 144A (or any similar provision then in force) without any volume or manner of sale restrictions thereunder, (iii) if Holder is not an Affiliate of the Company, one (1) year following the Closing, provided, however, that in each the case if of (i), (ii) and (iii), above, the holder Stockholder provides the Company with a customary legal opinion representation letters reasonably acceptable to the Company to the effect that the Shares were sold under Rule 144 or Rule 144A or (iiiiv) if the holder Stockholder provides the Company with a legal opinion reasonably acceptable to the Company to the effect that the legend is not required under applicable requirements of the Securities Act (including controlling judicial interpretations and pronouncements issued by the staff of the SEC)Act. Whenever such restrictions shall cease and terminate as to any Shares, the holder Holder of such securities shall be entitled to receive from the Company upon a written request in writing, without expense, new securities of like tenor not bearing the legend set forth herein, and such new securities shall be issued promptly, but in no event less than five (5) Business Days after a written request to remove such legends. (c) Notwithstanding anything herein to the contrary, following registration of the Shares each Stockholder agrees not to sell any shares of the Company’s common stock issued to such Stockholder, if the sales of such shares would, when combined with the sale of any other shares of the Company’s common stock by such Stockholder in any (1)-day period, exceed five percent (5%) of the average daily trading volume of the Company’s common stock on the New York Stock Exchange over the five (5) trading days preceding such date of sale; provided, however, that if the aggregate number of Shares represents less than fifty percent (50%) of the average daily trading volume of the Company’s common stock on the New York Stock Exchange over the five (5) trading days preceding the Closing (as defined in the Merger Agreement) (the “Average Volume”), such resale volume limitations shall not apply. If the aggregate number of Shares issued to a Stockholder represent more than the Average Volume, the Company may place such legends or stock transfer restrictions on the Shares as shall be appropriate for enforcing the provisions of this Section 2(c). Any waiver or release of the restrictions in this Section 2(c) granted to a particular Holder will be made available to all other Holders on a proportionate basis.