Common use of LIMITATIONS ON TRANSFEREES AND MANNER OF TRANSFER Clause in Contracts

LIMITATIONS ON TRANSFEREES AND MANNER OF TRANSFER. (a) In the event that CU and its Affiliates become entitled pursuant to the provisions of Section 3.3 to sell, transfer or otherwise dispose of Restricted Stock, such Restricted Stock may be sold or transferred (subject to Section 3.11 hereof) only (i) to a third party (or a third party and its Affiliates) in a transaction which complies with the provisions of paragraph (b) of this Section or (ii) to one or more underwriters or dealers in connection with a broad public distribution complying with the provisions of paragraph (c) of this Section of the shares of Common Stock issuable pursuant to the exercise of the transferred Warrants (such shares being hereinafter referred to as the "Underlying Shares"). The provisions of this Section shall only apply to sales, transfers or dispositions by CU and its Affiliates, and shall not apply to sales, transfers or dispositions by transferees of CU or its Affiliates (except that any sale or disposition by dealers or underwriters shall be conducted in accordance with the applicable provisions of this Section and further except that all resales shall be made in accordance with the Securities Act). (b) CU and its Affiliates shall be entitled, subject to the other applicable provisions of this Article III (including Section 3.11) and Section 2.1, to sell or transfer Restricted Stock in one or more transactions exempt from the registration requirements of Section 5 of the Securities Act; provided, however, that the aggregate number of shares of Restricted Stock sold or transferred to any single purchaser and persons known to CU to be Affiliates of or persons acting in concert with such purchaser in any such transaction shall be limited to that amount of Restricted Stock which, when taken together with the Restricted Stock theretofore sold or transferred to such purchaser and such Affiliates and persons, would not, upon the exercise in full of the Warrants so transferred, permit the acquisition of more than 2% of the then outstanding shares of Common Stocx, X-00 120 determined as of the date of such sale or transfer. For purposes of the immediately preceding sentence, it shall be assumed that all Warrants, if any, that already have been sold or transferred by CU and its Affiliates are still outstanding and have not been exercised in whole or in part to purchase shares of Common Stock. (c) Warrants owned by CU and its Affiliates, unless sold to Home or an Affiliate of Home or in compliance with paragraph (b) of this Section, may only be sold or transferred to one or more underwriters or dealers in accordance with the provisions of this paragraph. CU and its Affiliates may, subject to the terms and conditions set forth in this para graph (c), sell or transfer Warrants in whole or in part to one or more underwriters or dealers who agree in writing with CU, prior to the effective time of any such sale or transfer, to exercise such Warrants and offer and sell the Underlying Shares either (i) to the public in a public offering registered under the Securities Act (or any successor federal securities laws) pursuant to a distribution in which no single purchaser and its Affiliates will, to the knowledge of such underwriters or dealers, acquire Underlying Shares representing more than 2% of the then outstanding shares of Common Stock or (ii) in other transactions complying with the requirements of paragraph (b) above. Notwithstanding any other provision of this Agreement to the contrary, the exercise of any Warrants transferred to underwriters or dealers in accordance with this Section and the acquisition by such underwriters or dealers of shares of Common Stock pursuant to such exercise may be made simultaneously on the date of the closing of the sale or transfer by CU or its Affiliates of the relevant Warrants to such underwriters or dealers, provided Home is given written notice of the date of such closing at least five Business Days prior thereto. At any such closing, against payment of the exercise price for shares of Common Stock to be acquired pursuant to the exercise of Warrants, Home will deliver or cause to be delivered certificates representing the Underlying Shares to such underwriters or dealers, in such names and denominations as it or they shall designate not fewer than two Business Days prior to such closing.

LIMITATIONS ON TRANSFEREES AND MANNER OF TRANSFER. (a) In the event that CU Home and its Affiliates become entitled pursuant to the provisions of Section 3.3 to sell, transfer or otherwise dispose of Restricted Stock, such Restricted Stock may be sold or transferred (subject to Section 3.11 hereof) only (i) to a third party (or a third party and its Affiliates) in a transaction which complies with the provisions of paragraph (b) of this Section or (ii) to one or more underwriters or dealers in connection with a broad public distribution complying with the provisions of paragraph (c) of this Section of the shares of Common Stock issuable pursuant to the exercise of the transferred Warrants (such shares being hereinafter referred to as the "Underlying Shares"). The provisions of this Section shall only apply to sales, transfers or dispositions by CU Home and its Affiliates, and shall not apply to sales, transfers or dispositions by transferees of CU Home or its Affiliates (except that any sale or disposition by dealers or underwriters shall be conducted in accordance with the applicable provisions of this Section and further except that all resales shall be made in accordance with the Securities Act). (b) CU Home and its Affiliates shall be entitled, subject to the other applicable provisions of this Article III (including Section 3.11) and Section 2.1, to sell or transfer Restricted Stock in one or more transactions exempt from the registration requirements of Section 5 of the Securities Act; provided, however, that the aggregate number of shares of Restricted Stock sold or transferred to any single purchaser and persons known to CU Home to be Affiliates of or persons acting in concert with such purchaser in any such transaction shall be limited to that amount of Restricted Stock which, when taken together with the Restricted Stock theretofore sold or transferred to such purchaser and such Affiliates and persons, would not, upon the exercise in full of the Warrants so transferred, permit the acquisition of more than 2% of the then outstanding shares of Common Stocx, X-00 120 determined as of the date of such sale or transfer. For purposes of the immediately preceding sentence, it shall be assumed that all Warrants, if any, that already have been sold or transferred by CU and its Affiliates are still outstanding and have not been exercised in whole or in part to purchase shares of Common Stock.so (c) Warrants owned by CU Home and its Affiliates, unless sold to Home CU or an Affiliate of Home CU or in compliance with paragraph (b) of this Section, may only be sold or transferred to one or more underwriters or dealers in accordance with the provisions of this paragraph. CU Home and its Affiliates may, subject to the terms and conditions set forth in this para graph paragraph (c), sell or transfer Warrants in whole or in part to one or more underwriters or dealers who agree in writing with CUHome, prior to the effective time of any such sale or transfer, to exercise such Warrants and offer and sell the Underlying Shares either (i) to the public in a public offering registered under the Securities Act (or any successor federal securities laws) pursuant to a distribution in which no single purchaser and its Affiliates will, to the knowledge of such underwriters or dealers, acquire Underlying Shares representing more than 2% of the then outstanding shares of Common Stock or (ii) in other transactions complying with the requirements of paragraph (b) above. Notwithstanding any other provision of this Agreement to the contrary, the exercise of any Warrants transferred to underwriters or dealers in accordance with this Section and the acquisition by such underwriters or dealers of shares of Common Stock pursuant to such exercise may be made simultaneously on the date of the closing of the sale or transfer by CU Home or its Affiliates of the relevant Warrants to such underwriters or dealers, provided Home CU is given written notice of the date of such closing at least five Business Days prior thereto. At any such closing, against payment of the exercise price for shares of Common Stock to be acquired pursuant to the exercise of Warrants, Home CU will deliver or cause to be delivered certificates representing the Underlying Shares to such underwriters or dealers, in such names and denominations as it or they shall designate not fewer than two Business Days prior to such closing.

LIMITATIONS ON TRANSFEREES AND MANNER OF TRANSFER. (a) In the event that CU Home and its Affiliates become entitled pursuant to the provisions of Section 3.3 to sell, transfer or otherwise dispose of Restricted Stock, such Restricted Stock may be sold or transferred (subject to Section 3.11 hereof) only (i) to a third party (or a third party and its Affiliates) in a transaction which complies with the provisions of paragraph (b) of this Section or (ii) to one or more underwriters or dealers in connection with a broad public distribution complying with the provisions of paragraph (c) of this Section of the shares of Common Stock issuable pursuant to the exercise of the transferred Warrants (such shares being hereinafter referred to as the "Underlying Shares"). The provisions of this Section shall only apply to sales, transfers or dispositions by CU Home and its Affiliates, and shall not apply to sales, transfers or dispositions by transferees of CU Home or its Affiliates (except that any sale or disposition by dealers or underwriters shall be conducted in accordance with the applicable provisions of this Section and further except that all resales shall be made in accordance with the Securities Act). (b) CU Home and its Affiliates shall be entitled, subject to the other applicable provisions of this Article III (including Section 3.11) and Section 2.1, to sell or transfer Restricted Stock in one or more transactions exempt from the registration requirements of Section 5 of the Securities Act; provided, however, that the aggregate number of shares of Restricted Stock sold or transferred to any single purchaser and persons known to CU Home to be Affiliates of or persons acting in concert with such purchaser in any such transaction shall be limited to that amount of Restricted Stock which, when taken together with the Restricted Stock theretofore sold or transferred to such purchaser and such Affiliates and persons, would not, upon the exercise in full of the Warrants so transferred, permit the acquisition of more than 2% of the then outstanding shares of Common StocxStock, X-00 120 determined as of the date of such sale or transfer. For purposes of the immediately preceding sentence, it shall be assumed that all Warrants, if any, that already have been sold or transferred by CU Home and its Affiliates are still outstanding and have not been exercised in whole or in part to purchase shares of Common Stock. (c) Warrants owned by CU Home and its Affiliates, unless sold to Home CU or an Affiliate of Home CU or in compliance with paragraph (b) of this Section, may only be sold or transferred to one or more underwriters or dealers in accordance with the provisions of this paragraph. CU Home and its Affiliates may, subject to the terms and conditions set forth in this para graph paragraph (c), sell or transfer Warrants in whole or in part to one or more underwriters or dealers who agree in writing with CUHome, prior to the effective time of any such sale or transfer, to exercise such Warrants and offer and sell the Underlying Shares either (i) to the public in a public offering registered under the Securities Act (or any successor federal securities laws) pursuant to a distribution in which no single purchaser and its Affiliates will, to the knowledge of such underwriters or dealers, acquire Underlying Shares representing more than 2% of the then outstanding shares of Common Stock or (ii) in other transactions complying with the requirements of paragraph (b) above. Notwithstanding any other provision of this Agreement to the contrary, the exercise of any Warrants transferred to underwriters or dealers in accordance with this Section and the acquisition by such underwriters or dealers of shares of Common Stock pursuant to such exercise may be made simultaneously on the date of the closing of the sale or transfer by CU Home or its Affiliates of the relevant Warrants to such underwriters or dealers, provided Home CU is given written notice of the date of such closing at least five Business Days prior thereto. At any such closing, against payment of the exercise price for shares of Common Stock to be acquired pursuant to the exercise of Warrants, Home CU will deliver or cause to be delivered certificates representing the Underlying Shares to such underwriters or dealers, in such names and denominations as it or they shall designate not fewer than two Business Days prior to such closing.

LIMITATIONS ON TRANSFEREES AND MANNER OF TRANSFER. (a) In the event that CU and its Affiliates become entitled pursuant to the provisions of Section 3.3 to sell, transfer or otherwise dispose of Restricted Stock, such Restricted Stock may be sold or transferred (subject to Section 3.11 hereof) only (i) to a third party (or a third party and its Affiliates) in a transaction which complies with the provisions of paragraph (b) of this Section or (ii) to one or more underwriters or dealers in connection with a broad public distribution complying with the provisions of paragraph (c) of this Section of the shares of Common Stock issuable pursuant to the exercise of the transferred Warrants (such shares being hereinafter referred to as the "Underlying Shares"). The provisions of this Section shall only apply to sales, transfers or dispositions by CU and its Affiliates, and shall not apply to sales, transfers or dispositions by transferees of CU or its Affiliates (except that any sale or disposition by dealers or underwriters shall be conducted in accordance with the applicable provisions of this Section and further except that all resales shall be made in accordance with the Securities Act). (b) CU and its Affiliates shall be entitled, subject to the other applicable provisions of this Article III (including Section 3.11) and Section 2.1, to sell or transfer Restricted Stock in one or more transactions exempt from the registration requirements of Section 5 of the Securities Act; provided, however, that the aggregate number of shares of Restricted Stock sold or transferred to any single purchaser and persons known to CU to be Affiliates of or persons acting in concert with such purchaser in any such transaction shall be limited to that amount of Restricted Stock which, when taken together with the Restricted Stock theretofore sold or transferred to such purchaser and such Affiliates and persons, would not, upon the exercise in full of the Warrants so transferred, permit the acquisition of more than 2% of the then outstanding shares of Common StocxXxxxx, X-00 120 determined as of the date of such sale or transfer. For purposes of the immediately preceding sentence, it shall be assumed that all Warrants, if any, that already have been sold or transferred by CU and its Affiliates are still outstanding and have not been exercised in whole or in part to purchase shares of Common Stock. (c) Warrants owned by CU and its Affiliates, unless sold to Home or an Affiliate of Home or in compliance with paragraph (b) of this Section, may only be sold or transferred to one or more underwriters or dealers in accordance with the provisions of this paragraph. CU and its Affiliates may, subject to the terms and conditions set forth in this para graph paragraph (c), sell or transfer Warrants in whole or in part to one or more underwriters or dealers who agree in writing with CU, prior to the effective time of any such sale or transfer, to exercise such Warrants and offer and sell the Underlying Shares either (i) to the public in a public offering registered under the Securities Act (or any successor federal securities laws) pursuant to a distribution in which no single purchaser and its Affiliates will, to the knowledge of such underwriters or dealers, acquire Underlying Shares representing more than 2% of the then outstanding shares of Common Stock or (ii) in other transactions complying with the requirements of paragraph (b) above. Notwithstanding any other provision of this Agreement to the contrary, the exercise of any Warrants transferred to underwriters or dealers in accordance with this Section and the acquisition by such underwriters or dealers of shares of Common Stock pursuant to such exercise may be made simultaneously on the date of the closing of the sale or transfer by CU or its Affiliates of the relevant Warrants to such underwriters or dealers, provided Home is given written notice of the date of such closing at least five Business Days prior thereto. At any such closing, against payment of the exercise price for shares of Common Stock to be acquired pursuant to the exercise of Warrants, Home will deliver or cause to be delivered certificates representing the Underlying Shares to such underwriters or dealers, in such names and denominations as it or they shall designate not fewer than two Business Days prior to such closing.