Common use of Permitted Sales; Legends Clause in Contracts

Permitted Sales; Legends. Notwithstanding the foregoing representations, the Company agrees that it will permit (i) a distribution of Preferred Shares and Common Shares by a partnership to one or more of its partners, where no consideration is exchanged therefor by such partners, or to a retired or withdrawn partner who retires or withdraws after the date hereof in full - 24 - 31 or partial distribution of his interest in such partnership, or to the estate of any such partner or the transfer by gift, will or intestate succession of any partner to his spouse or to the siblings, lineal descendants or ancestors of such partner or his spouse, or to a trust created for the benefit of one or more of the foregoing, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if it were an original Purchaser hereunder and (ii) a sale or other transfer of any of the Preferred Shares and Common Shares upon obtaining assurance satisfactory to the Company that such transaction is exempt from the registration requirements of, or is covered by an effective registration statement under, the Act and applicable state securities or "blue-sky" laws, including, without limitation, receipt of an unqualified opinion to such effect of counsel reasonably satisfactory to the Company. The certificates representing the Preferred Shares and Common Shares shall bear a legend evidencing such restriction on transfer substantially in the following form: "The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933 (the "Act") or the securities laws of any state. The shares may not be transferred by sale, assignment, pledge or otherwise unless (i) a registration statement for the shares under the Act is in effect or (ii) the corporation has received an opinion of counsel, which opinion and counsel is reasonably satisfactory to the corporation, to the effect that such registration is not required under the Act or the securities laws of any state."

Permitted Sales; Legends. Notwithstanding Subject to the foregoing representationsStockholders Agreement, the Company agrees that it will permit (i) a distribution of Preferred Shares and Common Shares the Securities by a partnership to one or more of its partners, where no consideration is exchanged therefor by such partners, or to a retired or withdrawn partner who retires or withdraws after the date hereof in full - 24 - 31 or partial distribution of his interest in such partnership, or to the estate of any such partner or the transfer by gift, will or intestate succession of any partner to his spouse or to the siblings, lineal descendants or ancestors of such partner or his spouse, or to a trust created for the benefit of one or more of the foregoingforegoing and (ii) a sale or other transfer of any of the shares of Securities, if the transferee agrees in writing to be subject to the terms of this Section 3.2 and Section 10.4 hereof to the same extent as if it were an original Purchaser hereunder and (ii) a sale or other transfer of any of the Preferred Shares and Common Shares upon obtaining assurance satisfactory to the Company that such transaction is exempt from the registration requirements of, or is covered by an effective registration statement under, the Act and applicable state securities or "“blue-sky" ” laws, including, without limitation, receipt of an unqualified opinion to such effect of counsel reasonably satisfactory to the Company; provided that, no such sale or other transfer shall relieve or discharge any Purchaser of its obligations hereunder. The certificates representing the Preferred Shares and Common Shares shares of Securities shall bear a legend evidencing such restriction on transfer substantially in the following form: "“The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933 (the "“Act"”) or the securities laws of any state. The shares may not be transferred by sale, assignment, pledge or otherwise unless (i) a registration statement for the shares under the Act is in effect or (ii) the corporation has received an opinion of counsel, which opinion and counsel is reasonably satisfactory to the corporation, to the effect that such registration is not required under the Act or the securities laws of any state."” The certificates representing the shares of Securities shall also bear legends evidencing restrictions set forth in the Stockholders Agreement executed herewith and any other legends required or necessitated by law.

Permitted Sales; Legends. Notwithstanding the foregoing ------------------------ representations, the Company agrees that it will permit permit, (i) a distribution transfer of Preferred Purchased Shares, Conversion Shares and Common Shares or New Securities by an Investor that is a partnership to one or more of its partners, where no consideration is exchanged therefor by such partners, or to a retired or withdrawn partner who retires or withdraws after the date hereof in full - 24 - 31 or partial distribution of his interest in such partnership, or to the estate of any such partner or the transfer by gift, will or intestate succession of any partner to his spouse or to the siblings, lineal descendants or ancestors of such partner or his spouse, or to a trust created for the benefit of one or more of the foregoing, if the transferee prior to such transfer, executes and delivers to the Company a Confidentiality Agreement substantially in the form attached hereto as Exhibit G and agrees in writing to --------- be subject to the terms duties and obligations hereof to the same extent as if it were an original Purchaser Investor hereunder and (ii) a sale or other transfer of any of the Preferred Purchased Shares, Conversion Shares and Common Shares or New Securities, in each case covered by clause (i) or (ii) upon obtaining assurance satisfactory to the Company prior to any such sale or other transfer that such transaction is exempt from the registration requirements of, or is covered by an effective registration statement under, the Act and applicable state securities or "blue-sky" laws, including, without limitation, receipt of an unqualified opinion to such effect of counsel reasonably satisfactory to the Company. Notwithstanding anything to the contrary herein, except in accordance with the Shareholders Agreement, no distribution, sale or transfer of Purchased Shares, Conversion Shares, Common Stock or any other interest of the Company shall be made by any Investor, or its successor, transferee, trustees or assigns, whether pursuant to this Section 6.2 or otherwise, to any competitor of the Company (as determined in said Shareholders Agreement). The certificates representing the Preferred Purchased Shares and Common any Conversion Shares issuable upon conversion thereof, and any New Securities acquired by an Investor, or by any successor, transferee or assignee, shall bear a legend evidencing such restriction on transfer substantially in the following form: "The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933 1933, as amended (the "Act") or the securities laws of any state, and are subject to certain restrictions on transfer set forth in an agreement dated September 30, 1997 between the corporation and the holder of these shares. The In addition to compliance with said restrictions, the shares may not be transferred by sale, assignment, pledge or otherwise unless (i) a registration statement for the shares under the Act is in effect or (ii) the corporation has received an opinion of counsel, which opinion and counsel is reasonably satisfactory to the corporation, to the effect that such registration is not required under the Act or the securities laws of any stateAct."

Permitted Sales; Legends. Notwithstanding the foregoing ------------------------ representations, the Company agrees that that, if such transferee agrees in writing to be subject to the terms hereof to the same extent as if it were an original Purchaser hereunder, it will permit (ia) a distribution of Preferred Shares and Common Stock or Conversion Shares by a partnership to one or more of its partners, where no consideration is exchanged therefor by such partners, or to a retired or withdrawn partner who retires or withdraws after the date hereof in full - 24 - 31 or partial distribution of his or her interest in such partnership, or to the estate of any such partner or the transfer by gift, will or intestate succession of any partner to his or her spouse or to the siblings, lineal descendants or ancestors of such partner or his or her spouse, or to a trust created for the benefit of one or more of the foregoing, if the transferee agrees (b) a transfer of Preferred Stock or Conversion Shares by a Purchaser to such Purchaser's affiliate (as defined in writing to be subject to the terms hereof to the same extent as if it were an original Purchaser hereunder Section 11.3) and (iic) a sale or other transfer of any of the Preferred Shares and Common Stock or Conversion Shares upon obtaining assurance reasonably satisfactory to the Company that such transaction is exempt from the registration requirements of, or is covered by an effective registration statement under, the Act and applicable state securities or "blue-skyBlue Sky" laws, including, without limitation, receipt of an unqualified opinion to such effect in form and of counsel reasonably satisfactory to the Company. The certificates representing the Preferred Shares Stock and Common any Conversion Shares shall bear a legend evidencing such restriction on transfer substantially in the following form: "The shares securities represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933 (the "Act") or the securities --- laws of any state. The shares state and may not be sold or transferred by sale, assignment, pledge or otherwise unless (i) except pursuant to a registration statement for the shares under the Act is in effect or (ii) the corporation has received an opinion of counsel, which opinion and counsel is reasonably satisfactory to the corporation, to the effect that such registration is not required under the Act or the securities laws of any statean exemption therefrom."

Permitted Sales; Legends. Notwithstanding the foregoing representations, the Company agrees that it will permit (i) a distribution of Preferred Purchased Shares and Common or Conversion Shares by a partnership to one or more of its partnerspartners or investors or a limited liability company and its members, where no consideration is exchanged therefor by such members, partners, or to a retired or withdrawn partner who retires or withdraws after the date hereof in full - 24 - 31 or partial distribution of his interest in such partnership, or to the estate of any such partner or the transfer by gift, will or intestate succession of any partner to his spouse or to the siblings, lineal descendants or ancestors of such partner or his spouse, or to a trust created for the benefit of one or more of the foregoing, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if it were an original Purchaser hereunder and (ii) a sale or other transfer of any of the Preferred Purchased Shares, the Warrant Shares and Common or Conversion Shares upon obtaining assurance satisfactory to the Company that such transaction is exempt from the registration requirements of, or is covered by an effective registration statement under, the Act and applicable state securities or "blue-sky" laws, including, without limitation, receipt of an unqualified opinion to such effect of counsel reasonably satisfactory to the Company. The certificates representing the Preferred Purchased Shares and Common any Conversion Shares issuable upon conversion thereof shall bear a legend evidencing such restriction on transfer substantially in the following form: "The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933 1933, as amended ("the "Act") ), and have been acquired for investment and not with a view to, or in connection with, the securities laws of any statesale or distribution thereof. The Such shares may not be transferred by sold, offered for sale, assignment, pledge pledged or otherwise hypothecated in the absence of such registration unless (i) a registration statement for the shares under the Act is in effect or (iia) the corporation has received Corporation receives an opinion of counsel, which opinion and counsel is reasonably satisfactory to it stating that such sale or transfer is exempt from the corporationregistration and prospectus delivery requirements of the act, (b) it is established to the satisfaction of the Corporation that such sale or transfer is in a transaction which is exempt under, or otherwise in compliance with, such laws or (c) the Corporation receives a "no action" letter or similar declaration from the securities and exchange commission to the effect that such sale or transfer without registration is will not required under result in a recommendation by said commission that action be taken with respect thereto. Copies of the Act agreements covering the purchase of these shares and restricting the sale, assignment, transfer, or other disposition of, or the securities laws voting of, the shares represented by this certificate may be obtained at no cost by written request made by the holder of any staterecord of this certificate to the Secretary of the Corporation at the principal executive offices of the Corporation. The Corporation is authorized to issue more than one class of stock. Shareholders may obtain, upon written request and without charge, a statement of the rights, preferences, privileges, and restrictions granted to or imposed upon each class or series of shares authorized to be issued and upon the holders thereof from the principal office of the Corporation."