Common use of Limitation on Transfer of Shares Clause in Contracts

Limitation on Transfer of Shares. During the Restricted Period, any Transfer of Shares by any Stockholder shall be subject to the following limitations: (a) no Shares may be Transferred, to any Person or Group, if, after giving effect to such Transfer such Person or Group would, to the knowledge of any Stockholder, beneficially own, or have the right to acquire, 7% or more of the Voting Power of the Company, unless such Transfer is to any member of the Family of a Stockholder, but only if such Family member agrees to be bound by the terms of this Agreement as a Stockholder and execute a joinder reasonably satisfactory to the Company at the time of such Transfer; (b) no Shares may be Transferred to any competitor of the Company or any of its Subsidiaries (as reasonably determined by the Company); and (c) if such Transfer is an open market sale, such Transfer shall be made in accordance with the volume and manner of sale restrictions under Paragraphs (e)(1) and (f) of Rule 144 under the Securities Act (regardless of whether the volume and manner of sale restrictions therein are otherwise applicable); provided, however, that the restrictions in this Section 3.01(a) shall not apply to (i) sales pursuant to a widely disbursed public offering of Shares registered under the Securities Act, (ii) any Transfers of Shares pursuant to an offer or transaction approved or recommended by the Board of Directors or (iii) any foreclosure or settlement pursuant to the terms of any pledge or hedging transaction entered into by such Stockholder.

Limitation on Transfer of Shares. During the Restricted Period, any Transfer of Shares by any Stockholder or Specified Entity shall be subject to the following limitations: (a) no Shares may be Transferred, to any Person or Group, if, after giving effect to such Transfer such Person or Group would, to the knowledge of any Stockholder, beneficially own, or have the right to acquire, 7% or more of the Voting Power of the Company, unless such Transfer is to any Stockholder Entity or to a member of the Family of a Stockholder, but only if such Stockholder Entity or Family member agrees to be bound by the terms of this Agreement as a Stockholder and execute a joinder reasonably satisfactory to the Company at the time of such Transfer; (b) no Shares may be Transferred to any competitor of the Company or any of its Subsidiaries (as reasonably determined by the Company); and (c) if such Transfer is an open market sale, such Transfer shall be made in accordance with the volume and manner of sale restrictions under Paragraphs (e)(1) and (f) of Rule 144 under the Securities Act (regardless of whether the volume and manner of sale restrictions therein are otherwise applicable); provided, however, that the restrictions in this Section 3.01(a4.01(a) shall not apply to (i) sales pursuant to a widely disbursed public offering of Shares registered under the Securities ActAct in accordance with the Registration Rights Agreement, (ii) any Transfers of Shares pursuant to an offer or transaction approved or recommended by the Board of Majority Directors or (iii) any pledge or hedging transaction entered into in accordance with Section 2.01(g) or any foreclosure or settlement pursuant to the terms of any pledge an Existing Share Agreement or hedging transaction New Share Agreement existing or entered into by such Stockholderin accordance with Section 2.01(g).