Common use of Prohibited and Permitted Transfers Clause in Contracts

Prohibited and Permitted Transfers. (a) A Stockholder shall not sell, assign, transfer, grant an option to or for, pledge, hypothecate, mortgage, encumber or dispose of all or any of his Shares except as expressly provided in this Agreement. (b) up to 1% of the shares of common stock of the Company then outstanding on a fully-diluted basis in any twelve month period; provided, that it shall be a condition of each such transfer that the Permitted Transferee agree to be bound by the terms and conditions of this Agreement as a Stockholder and executes a counterpart of this Agreement. As used herein, the term "Stockholder" is deemed to include any transferees of the Stockholder, except as expressly provided otherwise.