Common use of LIMITATION ON TRANSFERS OF SUBJECT SHARES Clause in Contracts

LIMITATION ON TRANSFERS OF SUBJECT SHARES. (i) LOCK-UP. Executive hereby agrees that, without Parent's prior written consent, he will not, directly or indirectly, Transfer (A) any of the Subject Shares at any time prior to the first anniversary of the date of this Agreement or (B) more than one-half of the Subject Shares at any time from the first anniversary of the date of this Agreement through and including the second anniversary of the date of this Agreement; PROVIDED, HOWEVER, that the foregoing provisions shall become null and void and of no further force or effect in the event that (i) Parent terminates Executive without Cause or pursuant to a Constructive Termination or (ii) Parent experiences a Change of Control. (ii) STOP TRANSFER; LEGEND. Executive hereby agrees and consents to the entry of stop transfer instructions by Parent against the Transfer of the Subject Shares consistent with the terms of this Section 5. In addition, Executive hereby agrees and consents to the placement of a legend on any certificate representing the Subject Shares stating that the Transfer of such Subject Shares is restricted by the terms of this Agreement.