Limitations on Transfer of the Certificate. By acceptance of the Certificate, the Certificateholder shall be deemed to acknowledge the restrictions on transfer set forth thereon and, to the fullest extent permitted by applicable law, agree that it shall not offer, sell, pledge or otherwise transfer such Certificate. Any offer, sale, pledge or other transfer in violation of the representations and agreements set forth for such Certificate in this Agreement shall be of no force and effect, shall be void ab initio and shall not operate to transfer any rights to the transferee, notwithstanding any instructions to the contrary to the Certificate Registrar. For the avoidance of doubt, the merger or consolidation of the Certificateholder with or into any other entity, or the sale, conveyance or other transfer of all or substantially all of its assets to any other entity shall not constitute a violation of the above-described restrictions. The Certificate shall contain a legend, substantially similar to the legend provided in Exhibit A, and a statement that transfer of such Certificate is prohibited.
