Investor Restrictions. While the Issuer's investments in any Collateral Bonds will be subject to, inter alia, the Eligibility Criteria, the Class A Overcollateralisation Test and the Collateral Quality Tests, because these investment guidelines treat Collateral Bonds as a separate asset type and do not require the Issuer to take into account the CB Collateral backing that Collateral Bond, these guidelines (including those relating to issuer, servicer and asset-type concentrations) might be exceeded if the Issuer held the CB Collateral directly. In addition, the Issuer may have indirect exposure through the CB Collateral to securities in loans that do not satisfy the Eligibility Criteria, the Reinvestment Conditions, including, the Class A Overcollateralisation Test and the Collateral Quality Tests.

Investor Restrictions. (a) Without limiting Section 5.2 hereof, if the Investor shall have exercised the Warrant within thirty (30) Business Days following the consummation of the Qualified Public Offering, the Investor shall not Transfer its Stockholder Shares prior to the one-year anniversary of the consummation of the Qualified Public Offering.

Investor Restrictions. Each Investor agrees that (i) it will not convert more than 10% of the number of Series E Preferred Stock it acquires pursuant to this Agreement during any calendar month and (ii) it will not sell more than 10% of its Technest Conversion Shares (calculated on an as-converted basis) underlying shares of Series E Preferred Stock it acquires pursuant to this Agreement into the open market in sales registered under the Securities Act or sales pursuant to Rule 144 under the Securities Agreement during any calendar month; provided, however, that (A) if at any time during such calendar month, the average closing price of shares of Technest Common Stock over a period of five (5) consecutive trading days is equal to or greater than $10.00 (as appropriately adjusted for any stock split, combination, reorganization, recapitalization, reclassification, stock distribution, stock dividend or similar event), such limits shall be increased to 25% for such month and (B) if at any time during such calendar month, the average closing price of shares of Technest Common Stock over a period of five (5) consecutive trading days is equal to or less than $4.65 (as appropriately adjusted for any stock split, combination, reorganization, recapitalization, reclassification, stock distribution, stock dividend or similar event), such limits shall be decreased to 5% for such month. Such Investor shall provide that any transferees of shares of Technest Common Stock that received such shares in private transactions shall be bound by the same restrictions based on the number of shares of Technest Common Stock such transferees receive in their respective transactions.

Investor Restrictions. As long as the Investor or any of its affiliates beneficially own any Registrable Securities (except at such times as the Closing Bid Price (as defined in the Notes) of the Common Stock is less than $0.01), the Investor agrees to comply with the following restrictions:

Investor Restrictions. At any time during the period commencing on the date hereof and ending on the earlier of (x) the date, if any, the Closing Bid Price (as defined in the Notes) of the Common Stock is less than $0.01 and (y) the seven month anniversary of the date hereof, the Investor shall not sell Conversion Shares or Warrant Shares on any Trading Day in an amount, in the aggregate, exceeding the greater of (i) $15,000 or (ii) 15% of the composite aggregate dollar trading volume of the Common Stock as reported on Bloomberg, L.P. for such Trading Day.

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Transfer Restriction No Unreleased Shares or any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of the Participant or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect.
Transfer Restrictions If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, comply with the provisions of Section 5.7 of the Purchase Agreement.
Securities Law Transfer Restrictions By taking and holding this Warrant, the Holder (i) acknowledges that neither this Warrant nor any shares of Common Stock that may be issued upon exercise of this Warrant have been registered under the Securities Act or any applicable state securities or blue sky law (collectively, "Securities Laws"); (ii) agrees not to sell, transfer or otherwise dispose of this Warrant, and agrees not to sell, transfer or otherwise dispose of any such shares of Common Stock without registration unless the sale, transfer or disposition of such shares can be effected without registration and in compliance with the Securities Laws; and (iii) agrees not to sell, transfer or otherwise dispose of this Warrant or any portion thereof or interest therein except as otherwise expressly permitted herein. No part of this Warrant or any portion thereof or interest therein may be transferred, whether voluntarily, involuntarily or by operation of law, except to a Permitted Transferee as hereinafter defined. “Permitted Transferee” shall mean a transferee or assignee that (a)(i) is an entity as to which the Holder is the beneficial owner of at least a majority of the equity therein and the Holder has voting control thereover, (ii) is a member of the Holder's family or a trust for the benefit of an individual Holder or (iii) a successor by inheritance or intestate succession to any interest in this Warrant or any portion thereof and (b) accepts by written instrument reasonably acceptable to the Company each of the terms and conditions that govern this Warrant. Any certificate for shares of Common Stock issued upon exercise of this Warrant shall bear an appropriate legend describing the foregoing restrictions, unless such shares of Common Stock have been effectively registered under the applicable Securities Laws.
Minimum Transfer Restriction Any Transferring Partner must Transfer not less than the lesser of (i) five hundred (500) Partnership Units or (ii) all of the remaining Partnership Units owned by such Transferring Partner, without, in each case, the Consent of the General Partner; provided, however, that, for purposes of determining compliance with the foregoing restriction, all Partnership Units owned by Affiliates of a Limited Partner shall be considered to be owned by such Limited Partner.
Stock Transfer Restrictions UTEK acknowledges that the MTKN Shares will not be registered and UTEK will not be permitted to sell or otherwise transfer the MTKN Shares in any transaction in contravention of the following legend, which will be imprinted in substantially the following form on the stock certificate representing MTKN Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED PURSUANT TO THE PROVISION OF THE ACT AND THE LAWS OF SUCH STATES UNDER WHOSE LAWS A TRANSFER OF SECURITIES WOULD BE SUBJECT TO A REGISTRATION REQUIREMENT, UNLESS UTEK CORPORATION HAS OBTAINED AN OPINION OF COUNSEL STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.
Other Restrictions (a) The Restricted Stock Units shall be subject to the requirement that, if at any time the Committee shall determine that (i) the listing, registration or qualification of the Shares subject or related thereto upon any securities exchange or under any state or federal law is required, or (ii) the consent or approval of any government regulatory body is required, then in any such event, the grant of Restricted Stock Units shall not be effective unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee.
Lock-Up Restrictions The Optionee hereby agrees to any lockup of the Shares which the Board of Directors of the Company requests when requested by an investment banker or underwriter providing financing to the Company.
Basic Restrictions (i) (1) No Person, other than an Excepted Holder, shall Beneficially Own or Constructively Own Shares in excess of the Aggregate Ownership Limit, (2) no Person, other than an Excepted Holder, shall Beneficially Own or Constructively Own Common Shares in excess of the Common Share Ownership Limit and (3) no Excepted Holder shall Beneficially Own or Constructively Own Shares in excess of the Excepted Holder Limit for such Excepted Holder.
Restrictions on Transfer of Restricted Shares The Restricted Shares subject to this grant may not be assigned, exchanged, pledged, sold, transferred or otherwise disposed of by Grantee, except to the Company, until the Restricted Shares have become nonforfeitable in accordance with Sections 3, 4 and 5 hereof. The Grantee’s rights with respect to such purported transfer in violation of the provisions of this Section 2 of this Agreement shall be null and void, and the purported transferee shall obtain no rights with respect to such Restricted Shares.

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