Common use of Limitations on Disposition Clause in Contracts

Limitations on Disposition. Buyer agrees that in no event will Buyer make a disposition of any of the Seller Stock in contravention of any of the restrictions placed on the Seller Stock in this Agreement or the Bylaws of the Company, as amended, if and as applicable. Buyer explicitly agrees to be bound by all restrictions and requirements applicable to the Seller Stock immediately prior to the sale contemplated herein (including any restrictions and requirements set forth in that certain Investor Rights Agreement, dated October 29, 2004, that certain Co-Sale Rights Agreement, dated October 29, 2004 and that certain Amended and Restated Registration Rights Agreement, dated September 21, 2000 (collectively, the “Transaction Documents”). Without limitation, Buyer specifically agrees that Buyer will make no disposition of the Seller Stock unless and until (a) Buyer shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition, and (b) Buyer shall have furnished the Company with an opinion of counsel satisfactory to the Company to the effect that (i) such disposition will not require registration of such Seller Stock under the Securities Act, or (ii) that appropriate action necessary for compliance with the Securities Act has been taken, or (c) the Company shall have waived, expressly and in writing, its rights under clauses (a) and (b) of this subparagraph. The opinion shall also indicate that the disposition is exempt from, in compliance with, or qualified under all applicable state securities laws. For clarification, this Section 4(g) does not and will not be construed so as to confer on Buyer any rights under the Transaction Documents that do not automatically (and without any action by Seller, Buyer or any third-party) accrue to Buyer as a result of Buyer’s purchase of the Seller Stock.

Limitations on Disposition. Buyer Founder agrees that in no event will Buyer he or she make a disposition of any of the Seller Stock in contravention of any of the restrictions placed on the Seller Stock in this Agreement or the Bylaws of the CompanyShares, as amended, if and as applicable. Buyer explicitly agrees to be bound by all restrictions and requirements applicable to the Seller Stock immediately prior to the sale contemplated herein (including any restrictions and requirements set forth in that certain Investor Rights Agreement, dated October 29, 2004, that certain Co-Sale Rights Agreement, dated October 29, 2004 and that certain Amended and Restated Registration Rights Agreement, dated September 21, 2000 (collectively, the “Transaction Documents”). Without limitation, Buyer specifically agrees that Buyer will make no disposition of the Seller Stock unless and until (a) Buyer he or she shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition, and (b) Buyer he or she shall have furnished the Company with an opinion of counsel reasonably satisfactory to the Company to the effect that (i) such disposition will not require registration of such Seller Stock Shares under the Securities Act, or (ii) that appropriate action necessary for compliance with the Securities Act has been taken, or (c) the Company shall have waived, expressly and in writing, its rights under clauses (a) and (b) of this subparagraph. In addition, prior to any disposition of any of the Shares, the Company may require the transferee or assignee to provide in writing investment representations and its agreement to the market stand-off provisions hereof in a form acceptable to the Company. The opinion Company shall also indicate that not be required (i) to transfer on its books any Shares of the disposition is exempt from, Company which shall have been sold or transferred in compliance withviolation of any of the provisions set forth in this Agreement, or qualified under (ii) to treat as owner of such shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom such shares shall have been so transferred. Founder shall, during the term of this Agreement, exercise all applicable state securities lawsrights and privileges of a shareholder of the Company with respect to the Shares after the issuance, and prior to the repurchase, thereof. For clarification, The restrictions on disposition imposed by this Section 4(g7(d) does not shall cease and will not be construed so terminate as to confer on Buyer any rights the Shares when: (i) such securities shall have been effectively registered under the Transaction Documents that do not automatically Act and sold by the holder thereof in accordance with such registration, or (and without any action by Seller, Buyer or any third-partyii) accrue to Buyer as a result of Buyer’s purchase an opinion of the Seller Stockkind described in the second preceding sentence states that all future transfers of such securities by the holder thereof would be exempt from registration under the 1933 Act. This paragraph d. is in addition to any restrictions imposed on the Escrowed Shares under this Agreement and the Escrow Agreement.

Limitations on Disposition. Buyer Founder agrees that in no event will Buyer he or she make a disposition of any of the Seller Stock in contravention of any of the restrictions placed on the Seller Stock in this Agreement or the Bylaws of the CompanyShares, as amended, if and as applicable. Buyer explicitly agrees to be bound by all restrictions and requirements applicable to the Seller Stock immediately prior to the sale contemplated herein (including any restrictions and requirements set forth in that certain Investor Rights Agreement, dated October 29, 2004, that certain Co-Sale Rights Agreement, dated October 29, 2004 and that certain Amended and Restated Registration Rights Agreement, dated September 21, 2000 (collectively, the “Transaction Documents”). Without limitation, Buyer specifically agrees that Buyer will make no disposition of the Seller Stock unless and until (a) Buyer her or she shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition, and (b) Buyer he or she shall have furnished the Company with an opinion of counsel reasonably satisfactory to the Company to the effect that (i) such disposition will not require registration of such Seller Stock Shares under the Securities Act, or (ii) that appropriate action necessary for compliance with the Securities Act has been taken, or (c) the Company shall have waived, expressly and in writing, its rights under clauses (a) and (b) of this subparagraph. In addition, prior to any disposition of any of the Shares, the Company may require the transferee or assignee to provide in writing investment representations and its agreement to the market stand-off provisions hereof in a form acceptable to the Company. The opinion Company shall also indicate that not be required (i) to transfer on its book any Shares of the disposition is exempt from, Company which shall have been sold or transferred in compliance withviolation of any of the provisions set forth in this Agreement, or qualified under (ii) to treat as owner of such shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom such shares shall have been so transferred. Founder shall, during the term of this Agreement, exercise all applicable state securities lawsrights and privileges of a shareholder of the Company with respect to the Shares after this issuance, and prior to the repurchase, thereof. For clarification, The restrictions on disposition imposed by this Section 4(g7(d) does not shall cease and will not be construed so terminate as to confer on Buyer any rights the Shares when: (i) such securities shall have been effectively registered under the Transaction Documents that do not automatically Act and sold by the holder thereof in accordance with such registration, or (and without any action by Seller, Buyer or any third-partyii) accrue to Buyer as a result of Buyer’s purchase an opinion of the Seller Stockkind described in the second preceding sentence states that all future transfers of such securities by the holder thereof would be exempt from registration under the 1933 Act. This paragraph d. is in addition to any restrictions imposed on the Escrowed Shares under this Agreement and the Escrow Agreement.

Limitations on Disposition. Buyer agrees that in no event will Buyer make a disposition of any of the Seller Stock in contravention of any of the restrictions placed on the Seller Stock in this Agreement or the Bylaws of the Company, as amended, if and as applicable. Buyer explicitly agrees to be bound by all restrictions and requirements applicable to the Seller Stock immediately prior to the sale contemplated herein (including any restrictions and requirements set forth in that certain Investor Rights Agreement, dated October 29, 2004, that certain Co-Sale Rights Agreement, dated October 29, 2004 and that certain Amended and Restated Registration Rights Agreement, dated September 21, 2000 (collectively, the “‘Transaction Documents”). Without limitation, Buyer specifically agrees that Buyer will make no disposition of the Seller Stock unless and until (a) Buyer shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition, and (b) Buyer shall have furnished the Company with an opinion of counsel satisfactory to the Company to the effect that (i) such disposition will not require registration of such Seller Stock under the Securities Act, or (ii) that appropriate action necessary for compliance with the Securities Act has been taken, or (c) the Company shall have waived, expressly and in writing, its rights under clauses (a) and (b) of this subparagraph. The opinion shall also indicate that the disposition is exempt from, in compliance with, or qualified under all applicable state securities laws. For clarification, this Section 4(g) does not and will not be construed so as to confer on Buyer any rights under the Transaction Documents that do not automatically (and without any action by Seller, Buyer or any third-party) accrue to Buyer as a result of Buyer’s purchase of the Seller Stock.

Limitations on Disposition. Buyer Founder agrees that in no event will Buyer he or she make a disposition of any of the Seller Stock in contravention of any of the restrictions placed on the Seller Stock in this Agreement or the Bylaws of the CompanyShares, as amended, if and as applicable. Buyer explicitly agrees to be bound by all restrictions and requirements applicable to the Seller Stock immediately prior to the sale contemplated herein (including any restrictions and requirements set forth in that certain Investor Rights Agreement, dated October 29, 2004, that certain Co-Sale Rights Agreement, dated October 29, 2004 and that certain Amended and Restated Registration Rights Agreement, dated September 21, 2000 (collectively, the “Transaction Documents”). Without limitation, Buyer specifically agrees that Buyer will make no disposition of the Seller Stock unless and until (a) Buyer he or she shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition, and (b) Buyer he or she shall have furnished the Company with an opinion of counsel reasonably satisfactory to the Company to the effect that (i) such disposition will not require registration of such Seller Stock shares under the Securities Act, or (ii) that appropriate action necessary for compliance with the Securities Act has been taken, or (c) the Company shall have waived, expressly and in writing, its rights under clauses (a) and (b) of this subparagraph. In addition, prior to any disposition of any of the Shares, the Company may require the transferee or assignee to provide in writing investment representations and its agreement to the market stand-off provisions hereof in a form acceptable to the Company. The opinion Company shall also indicate that not be required (i) to transfer on its books any Shares of the disposition is exempt from, Company which shall have been sold or transferred in compliance withviolation of any of the provisions set forth in this Agreement, or qualified under (ii) to treat as owner of such shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom such shares shall have been so transferred. Founder shall, during the term of this Agreement, exercise all applicable state securities lawsrights and privileges of a shareholder of the Company with respect to the Shares after the issuance, and prior to the repurchase, thereof. For clarification, The restrictions on disposition imposed by this Section 4(g7(d) does not shall cease and will not be construed so terminate as to confer on Buyer any rights the Shares when: (i) such securities shall have been effectively registered under the Transaction Documents that do not automatically Act and sold by the holder thereof in accordance with such registration, or (and without any action by Seller, Buyer or any third-partyii) accrue to Buyer as a result of Buyer’s purchase an opinion of the Seller Stockkind described in the second preceding sentence states that all future transfers of such securities by the holder thereof would be exempt from registration under the 1933 Act. This paragraph d. is in addition to any restrictions imposed on the Escrowed Shares under this Agreement and the Escrow Agreement.

Limitations on Disposition. Buyer agrees that in no event will Buyer make a disposition of any of the Seller Stock in contravention of any of the restrictions placed on the Seller Stock in this Agreement or the Bylaws of the Company, as amended, if and as applicable. Buyer explicitly agrees to be bound by all restrictions and requirements applicable to the Seller Stock immediately prior to the sale contemplated herein (including any restrictions and requirements set forth in that certain Investor investor Rights Agreement, dated October 29, 2004, that certain Co-Sale Rights Agreement, dated October 29, 2004 and that certain Amended and Restated Registration Rights Agreement, dated September 21, 2000 (collectively, the “Transaction Documents”). Without limitation, Buyer specifically agrees that Buyer will make no disposition of the Seller Stock unless and until (a) Buyer shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition, and (b) Buyer shall have furnished the Company with an opinion of counsel satisfactory to the Company to the effect that (i) such disposition will not require registration of such Seller Stock under the Securities Act, or (ii) that appropriate action necessary for compliance with the Securities Act has been taken, or (c) the Company shall have waived, expressly and in writing, its rights under clauses (a) and (b) of this subparagraph. The opinion shall also indicate that the disposition is exempt from, in compliance with, or qualified under all applicable state securities laws. For clarification, this Section 4(g) does not and will not be construed so as to confer on Buyer any rights under the Transaction Documents that do not automatically (and without any action by Seller, Buyer or any third-party) accrue to Buyer as a result of Buyer’s purchase of the Seller Stock.