Common use of Prohibitions Against Transfer Clause in Contracts

Prohibitions Against Transfer. (a) Stockholder agrees that, during the period from the date 30 days prior to the date of consummation of the Merger through the date on which financial results covering at least 30 days of post-Merger combined operations of Parent and the Company have been published by Parent (within the meaning of the applicable "pooling of interests" accounting requirements) (the "Restricted Period"): (i) Stockholder shall not sell, transfer or otherwise dispose of, or reduce Stockholder's interest in or risk relating to, (A) any capital stock of the Company (including, without limitation, the Company Shares and any additional shares of capital stock of the Company acquired by Stockholder, whether upon exercise of a stock option or otherwise), except pursuant to and upon consummation of the Merger, or (B) any option or other right to purchase any shares of capital stock of the Company, except by exercise of an option or pursuant to and upon consummation of the Merger; and (ii) Stockholder shall not sell, transfer or otherwise dispose of, or reduce Stockholder's interest in or risk relating to, (A) any shares of capital stock of Parent (including without limitation the Parent Shares and any additional shares of capital stock of Parent acquired by Stockholder, whether upon exercise of a stock option or otherwise), or (B) any option or other right to purchase any shares of capital stock of Parent, except by exercise of an option. (b) Notwithstanding the restrictions contained in Section 3(a), Stockholder may transfer or otherwise reduce his risk relative to shares of Company Common Stock or Parent Common Stock during the Restricted Period if (i) Parent, after consulting with its independent accountants, determines that such transfer or reduction in risk will not adversely affect the ability of Parent to account for the Merger as a "pooling of interests," and (ii) Parent consents in writing to such transfer or reduction in risk (it being understood that Parent will not unreasonably withhold or delay such consent). (c) Stockholder agrees that Stockholder shall not effect any sale, transfer or other disposition of any Parent Shares unless: (i) such sale, transfer or other disposition is effected pursuant to an effective registration statement under the Securities Act; (ii) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145 under the Securities Act, as evidenced by a broker's letter and a representation letter executed by Stockholder (satisfactory in form and content to Parent) stating that such requirements have been met; (iii) counsel reasonably satisfactory to Parent shall have advised Parent in a written opinion letter (reasonably satisfactory in form and content to Parent), upon which Parent may rely, that such sale, transfer or other disposition will be exempt from registration under the Securities Act; or (iv) an authorized representative of the SEC shall have rendered written advice to Stockholder to the effect that the SEC would take no action, or that the staff of the SEC would not recommend that the SEC take action, with respect to such sale, transfer or other disposition, and a copy of such written advice and all other related communications with the SEC shall have been delivered to Parent.

Prohibitions Against Transfer. (a) Stockholder agrees that, during the period from the date 30 days prior to the date of consummation of the Merger through the date on which financial results covering at least 30 days of post-Merger combined operations of Parent and the Company have been published by Parent (within the meaning of the applicable "pooling of interests" accounting requirements) (the "Restricted Period"): (i) Stockholder shall not sell, transfer or otherwise dispose of, or reduce Stockholder's interest in or risk relating to, (A) any capital stock of the Company (including, without limitation, the Company Shares and any additional shares of capital stock of the Company acquired by Stockholder, whether upon exercise of a stock option or otherwise), except pursuant to and upon consummation of the Merger, or (B) any option or other right to purchase any shares of capital stock of the Company, except by exercise of an option or pursuant to and upon consummation of the Merger; and (ii) Stockholder shall not sell, transfer or otherwise dispose ofof or, or reduce Stockholder's interest in or risk relating to, (A) any shares of capital stock of the Parent (including without limitation the Parent Shares and any additional shares of capital stock of Parent acquired by Stockholder, whether upon exercise of a stock option or otherwise), or (B) any option or other right to purchase any shares of capital stock of Parent, except by exercise of an option. (b) Notwithstanding the restrictions contained in Section 3(a), Stockholder may transfer or otherwise reduce his risk relative to shares of Company Common Stock or Parent Common Stock during the Restricted Period if (i) Parent, after consulting with its independent accountants, determines that such transfer or reduction in risk will not adversely affect the ability of Parent to account for the Merger as a "pooling of interests," and (ii) Parent consents in writing to such transfer or reduction in risk (it being understood that Parent will not unreasonably withhold or delay such consent). (c) Stockholder agrees that Stockholder shall not effect any sale, transfer or other disposition of any Parent Shares unless: (i) such sale, transfer or other disposition is effected pursuant to an effective registration statement under the Securities Act; (ii) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145 under the Securities Act, as evidenced by a broker's letter and a representation letter executed by Stockholder (satisfactory in form and content to Parent) stating that such requirements have been met; (iii) counsel reasonably satisfactory to Parent shall have advised Parent in a written opinion letter (reasonably satisfactory in form and content to Parent), upon which Parent may rely, that such sale, transfer or other disposition will be exempt from registration under the Securities Act; or (iv) an authorized representative of the SEC shall have rendered written advice to Stockholder to the effect that the SEC would take no action, or that the staff of the SEC would not recommend that the SEC take action, with respect to such sale, transfer or other disposition, and a copy of such written advice and all other related communications with the SEC shall have been delivered to Parent.

Prohibitions Against Transfer. (a) Stockholder Shareholder agrees that, during the period from the date 30 days prior to the date of consummation of the Merger Arrangement through the earlier of (i) the date on which financial results covering at least 30 days of post-Merger Arrangement combined operations of Parent S Company and the Company have been published by Parent S Company (within the meaning of the applicable "pooling of interests" accounting requirements) and (ii) the "Restricted Period"):date the Agreement is terminated in accordance with its terms: (i) Stockholder Shareholder shall not sell, transfer or otherwise dispose of, or reduce StockholderShareholder's interest in or risk relating to, (A) any capital stock of the Company, M Company or D Company (including, without limitation, the Company Existing Shares and any additional shares of capital stock of the Company, M Company or D Company acquired by StockholderShareholder, whether upon exercise of a stock option or otherwise), except (x) pursuant to and upon consummation of the MergerArrangement or the other transactions contemplated by the Agreement, or (y) except in a manner consistent with pooling of interests accounting treatment, after obtaining the consent of S Company, which such consent shall not be unreasonably withheld or delayed, or (B) any option or other right to purchase any shares of capital stock of the CompanyExisting Shares, except by exercise of an option or (x) pursuant to and upon consummation of the MergerArrangement or the other transactions contemplated by the Agreement, or (y) except in a manner consistent with pooling of interests accounting treatment, after obtaining the consent of S Company, which such consent shall not be unreasonably withheld or delayed; and (ii) Stockholder Shareholder shall not sell, transfer or otherwise dispose of, or reduce StockholderShareholder's interest in or risk relating to, (A) any shares of capital stock of Parent S Company Shares (including without limitation the Parent S Company Shares and any additional shares of capital stock of Parent S Company Shares acquired by StockholderShareholder, whether upon exercise of a stock option or otherwise), or (B) any option or other right to purchase any shares of capital stock of Parent, except by exercise of an optionS Company Shares. (b) Notwithstanding the restrictions contained in Section 3(a), Stockholder may transfer or otherwise reduce his risk relative to shares of Company Common Stock or Parent Common Stock during the Restricted Period if (i) Parent, after consulting with its independent accountants, determines that such transfer or reduction in risk will not adversely affect the ability of Parent to account for the Merger as a "pooling of interests," and (ii) Parent consents in writing to such transfer or reduction in risk (it being understood that Parent will not unreasonably withhold or delay such consent). (c) Stockholder Shareholder agrees that Stockholder Shareholder shall not effect any sale, transfer or other disposition of any Parent S Company Shares unless: (i) such sale, transfer or other disposition is effected pursuant to an effective registration statement under the Securities Act; (ii) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145 under the Securities Act, as evidenced by a broker's letter and a representation letter executed by Stockholder Shareholder (reasonably satisfactory in form and content to ParentS Company) stating that such requirements have been met; (iii) counsel reasonably satisfactory to Parent S Company shall have advised Parent S Company in a written opinion letter (reasonably satisfactory in form and content to ParentS Company), upon which Parent S Company may rely, that such sale, transfer or other disposition will be exempt from registration under the Securities Act; or (iv) an authorized representative of the SEC shall have rendered written advice to Stockholder Shareholder to the effect that the SEC would take no action, or that the staff of the SEC would not recommend that the SEC take action, with respect to such sale, transfer or other disposition, and a copy of such written advice and all other related communications with the SEC shall have been delivered to ParentS Company.

Prohibitions Against Transfer. (a) Stockholder Shareholder agrees that, during the period from the date 30 days prior to the date of consummation of the Merger through the date on which financial results covering at least 30 days of post-Merger combined operations of Parent Acquiror and the Company have been published by Parent Acquiror (within the meaning of the applicable "pooling of interests" accounting requirements) (the "Restricted Period"): (i) Stockholder Shareholder shall not sell, transfer or otherwise dispose of, or reduce StockholderShareholder's interest in or risk relating to, (A) any capital stock of the Company (including, without limitation, the Company Shares and any additional shares of capital stock of the Company acquired by StockholderShareholder, whether upon exercise of a stock option or otherwise), except pursuant to and upon consummation of the Merger, or (B) any option or other right to purchase any shares of capital stock of the Company, except by exercise of an option or pursuant to and upon consummation of the Merger; and (ii) Stockholder Shareholder shall not sell, transfer or otherwise dispose of, or reduce StockholderShareholder's interest in or risk relating to, (A) any shares of capital stock of Parent Acquiror (including without limitation the Parent Acquiror Shares and any additional shares of capital stock of Parent Acquiror acquired by StockholderShareholder, whether upon exercise of a stock option or otherwise), or (B) any option or other right to purchase any shares of capital stock of Parent, except by exercise of an optionAcquiror. (b) Notwithstanding the restrictions contained in Section 3(a), Stockholder may transfer or otherwise reduce his risk relative to shares of Company Common Stock or Parent Common Stock during the Restricted Period if (i) Parent, after consulting with its independent accountants, determines that such transfer or reduction in risk will not adversely affect the ability of Parent to account for the Merger as a "pooling of interests," and (ii) Parent consents in writing to such transfer or reduction in risk (it being understood that Parent will not unreasonably withhold or delay such consent). (c) Stockholder Shareholder agrees that Stockholder Shareholder shall not effect any sale, transfer or other disposition of any Parent Acquiror Shares unless: (i) such sale, transfer or other disposition is effected pursuant to an effective registration statement under the Securities Act; (ii) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145 under the Securities Act, as evidenced by a broker's letter and a representation letter executed by Stockholder (satisfactory Shareholder(satisfactory in form and content to ParentAcquiror) stating that such requirements have been met; (iii) counsel reasonably satisfactory to Parent Acquiror shall have advised Parent Acquiror in a written opinion letter (reasonably satisfactory in form and content to ParentAcquiror), upon which Parent Acquiror may rely, that such sale, transfer or other disposition will be exempt from registration under the Securities Act; or (iv) an authorized representative of the SEC shall have rendered written advice to Stockholder Shareholder to the effect that the SEC would take no action, or that the staff of the SEC would not recommend that the SEC take action, with respect to such sale, transfer or other disposition, and a copy of such written advice and all other related communications with the SEC shall have been delivered to ParentAcquiror.

Prohibitions Against Transfer. (a) Stockholder agrees that, during the period from the date 30 days prior to the date of consummation of the Merger Purchase through the date on which financial results covering at least 30 days of post-Merger Purchase combined operations of Parent Spatial and the Company have been published by Parent Spatial (within the meaning of the applicable "pooling of interests" accounting requirements) (the "Restricted Period"): (i) Stockholder shall not sell, transfer or otherwise dispose of, or reduce Stockholder's interest in or risk relating to, (A) any capital stock of the Company (including, without limitation, the Company Shares and any additional shares of capital stock of the Company acquired by Stockholder, whether upon exercise of a stock option or otherwise), except pursuant to and upon consummation of the MergerPurchase, or (B) any option or other right to purchase any shares of capital stock of the Company, except by exercise of an option or pursuant to and upon consummation of the MergerPurchase; and (ii) Stockholder shall not sell, transfer or otherwise dispose of, or reduce Stockholder's interest in or risk relating to, (A) any shares of capital stock of Parent Spatial (including without limitation the Parent Spatial Shares and any additional shares of capital stock of Parent Spatial acquired by Stockholder, whether upon exercise of a stock option or otherwise), or (B) any option or other right to purchase any shares of capital stock of ParentSpatial, except by exercise of an option. (b) Notwithstanding the restrictions contained in Section 3(a), Stockholder may transfer or otherwise reduce his risk relative to shares of Company Common Stock or Parent Spatial Common Stock during the Restricted Period if (i) ParentSpatial, after consulting with its independent accountants, determines that such transfer or reduction in risk will not adversely affect the ability of Parent Spatial to account for the Merger Purchase as a "pooling of interests," and (ii) Parent Spatial consents in writing to such transfer or reduction in risk (it being understood that Parent Spatial will not unreasonably withhold or delay such consent). (c) Stockholder Spatial agrees that Stockholder shall not effect any sale, transfer or other disposition to use its best efforts to publish financial results covering at least thirty (30) days of any Parent Shares unless: post-Purchase combined operations of Spatial and the Company no later than sixty (i60) such sale, transfer or other disposition is effected pursuant to an effective registration statement under days following the Securities Act; (ii) such sale, transfer or other disposition is made in conformity with the requirements date of Rule 145 under the Securities Act, as evidenced by a broker's letter and a representation letter executed by Stockholder (satisfactory in form and content to Parent) stating that such requirements have been met; (iii) counsel reasonably satisfactory to Parent shall have advised Parent in a written opinion letter (reasonably satisfactory in form and content to Parent), upon which Parent may rely, that such sale, transfer or other disposition will be exempt from registration under the Securities Act; or (iv) an authorized representative of the SEC shall have rendered written advice to Stockholder to the effect that the SEC would take no action, or that the staff of the SEC would not recommend that the SEC take action, with respect to such sale, transfer or other disposition, and a copy of such written advice and all other related communications with the SEC shall have been delivered to Parentthis Affiliate Agreement.

Prohibitions Against Transfer. (a) Stockholder Shareholder agrees that, during the period from the date 30 days prior to the date of consummation of the Merger through the date on which financial results covering at least 30 days of post-Merger combined operations of Parent Acquiror and the Company have been published by Parent Acquiror (within the meaning of the applicable "pooling of interests" accounting requirements) (the "Restricted Period"): (i) Stockholder Shareholder shall not sell, transfer or otherwise dispose of, or reduce StockholderShareholder's interest in or risk relating to, (A) any capital stock of the Company (including, without limitation, the Company Shares and any additional shares of capital stock of the Company acquired by StockholderShareholder, whether upon exercise of a stock option or otherwise), except pursuant to and upon consummation of the Merger, or (B) any option or other right to purchase any shares of capital stock of the Company, except by exercise of an option or pursuant to and upon consummation of the Merger; and (ii) Stockholder Shareholder shall not sell, transfer or otherwise dispose of, or reduce StockholderShareholder's interest in or risk relating to, (A) any shares of capital stock of Parent Acquiror (including without limitation the Parent Acquiror Shares and any additional shares of capital stock of Parent Acquiror acquired by StockholderShareholder, whether upon exercise of a stock option or otherwise), or (B) any option or other right to purchase any shares of capital stock of Parent, except by exercise of an optionAcquiror. (b) Notwithstanding the restrictions contained in Section 3(a), Stockholder may transfer or otherwise reduce his risk relative to shares of Company Common Stock or Parent Common Stock during the Restricted Period if (i) Parent, after consulting with its independent accountants, determines that such transfer or reduction in risk will not adversely affect the ability of Parent to account for the Merger as a "pooling of interests," and (ii) Parent consents in writing to such transfer or reduction in risk (it being understood that Parent will not unreasonably withhold or delay such consent). (c) Stockholder Shareholder agrees that Stockholder Shareholder shall not effect any sale, transfer or other disposition of any Parent Acquiror Shares unless: (i) such sale, transfer or other disposition is effected pursuant to an effective registration statement under the Securities Act; (ii) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145 under the Securities Act, as evidenced by a broker's letter and a representation letter executed by Stockholder Shareholder (satisfactory in form and content to ParentAcquiror) stating that such requirements have been met; (iii) counsel reasonably satisfactory to Parent Acquiror shall have advised Parent Acquiror in a written opinion letter (reasonably satisfactory in form and content to ParentAcquiror), upon which Parent Acquiror may rely, that such sale, transfer or other disposition will be exempt from registration under the Securities Act; or (iv) an authorized representative of the SEC shall have rendered written advice to Stockholder Shareholder to the effect that the SEC would take no action, or that the staff of the SEC would not recommend that the SEC take action, with respect to such sale, transfer or other disposition, and a copy of such written advice and all other related communications with the SEC shall have been delivered to ParentAcquiror.

Prohibitions Against Transfer. (a) Stockholder agrees that, during the period from the date 30 days prior to the date of consummation of the Merger through the date on which financial results covering at least 30 days of post-Merger combined operations of Parent and the Company have been published by Parent (within the meaning of the applicable "pooling of interests" accounting requirements) (the "Restricted Period"): (i) Stockholder shall not sell, transfer or otherwise dispose of, or reduce Stockholder's interest in or risk relating to, (A) any capital stock of the Company (including, including without limitation, limitation the Company Shares and any additional shares of capital stock of the Company acquired by Stockholder, whether upon exercise of a stock option or otherwise), except pursuant to and upon consummation of the Merger, or (B) any option or other right to purchase any shares of capital stock of the Company, except by exercise of an option or pursuant to and upon consummation of the Merger; and (ii) Stockholder shall not sell, transfer or otherwise dispose of, or reduce Stockholder's interest in or risk relating to, (A) any shares of capital stock of Parent (including without limitation the Parent Shares and any additional shares of capital stock of Parent acquired by Stockholder, whether upon exercise of a stock option or otherwise), or (B) any option or other right to purchase any shares of capital stock of Parent, except by exercise of an option. (b) Notwithstanding the restrictions contained in Section 3(a), Stockholder may transfer or otherwise reduce his risk relative to shares of Company Common Stock or Parent Common Stock during the Restricted Period if (i) Parent, after consulting with its independent accountants, determines that such transfer or reduction in risk will not adversely affect the ability of Parent to account for the Merger as a "pooling of interests," and (ii) Parent consents in writing to such transfer or reduction in risk (it being understood that Parent will not unreasonably withhold or delay such consent). (c) Stockholder agrees that Stockholder shall not effect any sale, transfer or other disposition of any Parent Shares unless:): (i) such sale, transfer or other disposition is effected pursuant Stockholder may make a bona fide gift of up to an effective registration statement aggregate of 100,000 Company Shares to members of Stockholder's immediate family and to an organization qualified under Section 501(c)(3) of the Securities Act; Internal Revenue Code of 1986, so long as such organization has traditionally been supported by contributions from the general public (ii) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145 under the Securities Act, as evidenced opposed to supported largely by a broker's letter and a representation letter executed by Stockholder (satisfactory in form and content to Parent) stating that such requirements have been met; (iii) counsel reasonably satisfactory to Parent shall have advised Parent in a written opinion letter (reasonably satisfactory in form and content to Parent), upon which Parent may rely, that such sale, transfer or other disposition will be exempt from registration under the Securities Act; or (iv) an authorized representative of the SEC shall have rendered written advice to Stockholder to the effect that the SEC would take no action, or that the staff of the SEC would not recommend that the SEC take action, with respect to such sale, transfer or other disposition, and a copy of such written advice and all other related communications with the SEC shall have been delivered to Parent.specific

Prohibitions Against Transfer. (a) Stockholder agrees that, during the period from the date 30 days prior to the date of consummation of the Merger through the date on which financial results covering at least 30 days of post-Merger combined operations of Parent and the Company have been published by Parent (within the meaning of the applicable "pooling of interests" accounting requirements) (the "Restricted Period"): (i) Stockholder shall not sell, transfer or otherwise dispose of, or reduce Stockholder's interest in or risk relating to, (A) any capital stock of the Company (including, without limitation, the Company Shares and any additional shares of capital stock of the Company acquired by Stockholder, whether upon exercise of a stock option or otherwise), except pursuant to and upon consummation of the Merger, or (B) any option or other right to purchase any shares of capital stock of the Company, except by exercise of an option or pursuant to and upon consummation of the Merger; and (ii) Stockholder shall not sell, transfer or otherwise dispose of, or reduce Stockholder's interest in or risk relating to, (A) any shares of capital stock of Parent (including without limitation the Parent Shares and any additional shares of capital stock of Parent acquired by Stockholder, whether upon exercise of a stock option or otherwise), or (B) any option or other right to purchase any shares of capital stock of Parent, except by exercise of an option. (b) Notwithstanding the restrictions contained in Section 3(a), Stockholder may transfer or otherwise reduce his risk relative to shares of Company Common Stock or Parent Common Stock during the Restricted Period if (i) Parent, after consulting with its independent accountants, determines that such transfer or reduction in risk will not adversely affect the ability of Parent to account for the Merger as a "pooling of interests," and (ii) Parent consents in writing to such transfer or reduction in risk (it being understood that Parent will not unreasonably withhold or delay such consent). (c) Stockholder agrees that Stockholder shall not effect any sale, transfer or other disposition of any Parent Shares unless: (i) such sale, transfer or other disposition is effected pursuant to an effective registration statement under the Securities Act; (ii) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145 under the Securities Act, as evidenced by a broker's letter and a representation letter executed by Stockholder (satisfactory in form and content to Parent) stating that such requirements have been met; (iii) counsel reasonably satisfactory to Parent shall have advised Parent in a written opinion letter (reasonably satisfactory in form and content to Parent), upon which Parent may rely, that such sale, transfer or other disposition will be exempt from the registration under requirements of the Securities Act; or (iv) an authorized representative of the SEC shall have rendered written advice to Stockholder to the effect that the SEC would take no action, or that the staff of the SEC would not recommend that the SEC take action, with respect to such sale, transfer or other disposition, and a copy of such written advice and all other related communications with the SEC shall have been delivered to Parent.

Prohibitions Against Transfer. (a) Stockholder Affiliate agrees thatthat until such time as the Reorganization Agreement is validly terminated in accordance with Section 8 thereof, he shall not sell, transfer or otherwise dispose of, or reduce his interest in or risk relating to, any capital stock of the Company (including the Company Shares) except pursuant to and upon consummation of the Merger. (b) Affiliate agrees that during the period from the date 30 days prior to the date of consummation of on which the Merger is consummated through the date on which financial results covering at least 30 days of post-post Merger combined operations of Parent and the Company have been published by Parent (within the meaning of the applicable "pooling of interests" accounting requirements) (the "Restricted Period"): (i) Stockholder he shall not sell, transfer or otherwise dispose of, or reduce Stockholder's his interest in or risk relating to, (A) any capital stock of the Company (including, without limitation, the Company Shares and any additional shares of capital stock of the Company acquired by Stockholder, whether upon exercise of a stock option or otherwise), except pursuant to and upon consummation of the Merger, or (B) any option or other right to purchase any shares of capital stock of the Company, except by exercise of an option or pursuant to and upon consummation of the Merger; and (ii) Stockholder shall not sell, transfer or otherwise dispose of, or reduce Stockholder's interest in or risk relating to, (A) any shares of capital stock of Parent (including without limitation the Parent Shares and any additional shares of capital stock of Parent acquired by Stockholder, whether upon exercise of a stock option or otherwise), or (B) any option or other right to purchase any shares of capital stock of Parent, except by exercise of an option. (b) Notwithstanding the restrictions contained in Section 3(a), Stockholder may transfer or otherwise reduce his risk relative to shares of Company Common Stock or Parent Common Stock during (including the Restricted Period if (i) Parent, after consulting with its independent accountants, determines that such transfer or reduction in risk will not adversely affect the ability of Parent to account for the Merger as a "pooling of interests," and (ii) Parent consents in writing to such transfer or reduction in risk (it being understood that Parent will not unreasonably withhold or delay such consentShares). (c) Stockholder agrees that Stockholder Without limiting the generality of Section 2(b) of this Agreement, Affiliate shall not effect any sale, transfer or other disposition of any of the Parent Shares unless: (i) such sale, transfer or other disposition is effected pursuant to an effective registration statement has been registered under the Securities Act; (ii) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145 144 under the Securities Act, as evidenced by a broker's letter and a representation letter executed by Stockholder Affiliate (satisfactory in form and content to Parent) stating that such requirements have been met; (iii) counsel reasonably satisfactory to Parent shall have advised Parent in a written opinion letter (reasonably satisfactory in form and content to Parent), upon which Parent may rely, that such sale, transfer or other disposition will be exempt from registration under the Securities Act; or (iv) an authorized representative of the SEC shall have rendered written advice to Stockholder Affiliate to the effect that the SEC would take no action, or that the staff of the SEC would not recommend that the SEC take action, with respect to such sale, transfer or other disposition, and a copy of such written advice and all other related communications with the SEC shall have been delivered to Parent.

Prohibitions Against Transfer. (a) Stockholder agrees that, during the period from the date 30 days prior to the date of consummation of the Merger hereof through the date on which financial results covering at least 30 days of post-Merger combined operations of Parent and the Company have been published by Parent (within the meaning of the applicable "pooling of interests" accounting requirements) (the "Restricted Period"): (i) Stockholder shall not sell, transfer or otherwise dispose of, or reduce Stockholder's interest in or risk relating to, (A) any capital stock of the Company (including, without limitation, including the Company Shares and any additional shares of capital stock of the Company acquired by Stockholder, whether upon exercise of a stock option or otherwise), except pursuant to and upon consummation of the Merger, or (B) any option or other right to purchase any shares of capital stock of the Company, except by exercise of an option or pursuant to and upon consummation of the Merger; and (ii) Stockholder shall not sell, transfer or otherwise dispose of, or reduce Stockholder's interest in or risk relating to, (A) any shares of capital stock of Parent (including without limitation the Parent Shares and any additional shares of capital stock of Parent acquired by Stockholder, whether upon exercise of a stock option or otherwise), or (B) any option or other right to purchase any shares of capital stock of Parent; it being understood, except by in each case, that Stockholder may exercise any options to acquire capital stock of an optionthe Company in accordance with the plan and agreement pursuant to which it was issued and in a manner that will not jeopardize the "pooling of interest" accounting treatment. Parent agrees to notify Stockholder upon the publication of such results. (b) Notwithstanding Without limiting the generality or the effect of the restrictions contained set forth in Section 3(a2(a), Stockholder may transfer or otherwise reduce his risk relative to shares of Company Common Stock or Parent Common Stock during the Restricted Period if (i) Parent, after consulting with its independent accountants, determines that such transfer or reduction in risk will not adversely affect the ability of Parent to account for the Merger as a "pooling of interests," and (ii) Parent consents in writing to such transfer or reduction in risk (it being understood that Parent will not unreasonably withhold or delay such consent). (c) Stockholder agrees that Stockholder shall not effect any sale, transfer or other disposition of any Parent Shares unless: (i) such sale, transfer or other disposition is effected pursuant to an effective registration statement under the Securities Act; (ii) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145 under the Securities Act, as evidenced by a broker's letter and a representation letter executed by Stockholder (satisfactory in form and content to Parent) stating that such requirements have been met; (iii) counsel reasonably satisfactory to Parent shall have advised Parent in a written opinion letter (reasonably satisfactory in form and content to Parent), upon which Parent may rely, that such sale, transfer or other disposition will be exempt from the registration under requirements of the Securities Act; or (iv) an authorized representative of the SEC shall have rendered written advice to Stockholder to the effect that the SEC would take no action, or that the staff of the SEC would not recommend that the SEC take action, with respect to such sale, transfer or other disposition, and a copy of such written advice and all other related communications with the SEC shall have been delivered to Parent.

Prohibitions Against Transfer. (a) Stockholder Affiliate agrees that, until such time as the Merger Agreement is validly terminated in accordance with Section 8 thereof, Affiliate shall not sell, transfer or otherwise dispose of, or reduce his interest in or risk relating to, any capital stock of the Company (including the Company Shares) except pursuant to and upon consummation of the Merger. (b) Affiliate agrees that during the period from the date 30 days prior to the date of consummation of on which the Merger is consummated through the date on which financial results covering at least 30 days of post-Merger combined operations of Parent Transcend and the Company have been published by Parent Transcend (within the meaning of the applicable "pooling of interests" accounting requirements) (the "Restricted Period"): (i) Stockholder Affiliate shall not sell, transfer or otherwise dispose of, or reduce Stockholder's his interest in or risk relating to, (A) any capital stock of the Company (including, without limitation, the Company Shares and any additional shares of capital stock of the Company acquired by Stockholder, whether upon exercise of a stock option or otherwise), except pursuant to and upon consummation of the Merger, or (B) any option or other right to purchase any shares of capital stock of the Company, except by exercise of an option or pursuant to and upon consummation of the Merger; and (ii) Stockholder shall not sell, transfer or otherwise dispose of, or reduce Stockholder's interest in or risk relating to, (A) any shares of capital stock of Parent Transcend Common Stock (including without limitation the Parent Shares and any additional shares of capital stock of Parent acquired by Stockholder, whether upon exercise of a stock option or otherwise), or (B) any option or other right to purchase any shares of capital stock of Parent, except by exercise of an option. (b) Notwithstanding the restrictions contained in Section 3(a), Stockholder may transfer or otherwise reduce his risk relative to shares of Company Common Stock or Parent Common Stock during the Restricted Period if (i) Parent, after consulting with its independent accountants, determines that such transfer or reduction in risk will not adversely affect the ability of Parent to account for the Merger as a "pooling of interests," and (ii) Parent consents in writing to such transfer or reduction in risk (it being understood that Parent will not unreasonably withhold or delay such consentTranscend Shares). (c) Stockholder agrees that Stockholder Without limiting the generality of Section 2(b) of this Agreement, Affiliate shall not effect any sale, transfer or other disposition of any Parent Shares of the Transcend Shares, unless: (i) such sale, transfer or other disposition is effected pursuant to an effective registration statement has been registered under the Securities Act; (ii) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145 144 under the Securities Act, as evidenced by a broker's letter and a representation letter executed by Stockholder Affiliate (satisfactory in form and content to ParentTranscend) stating that such requirements have been met; (iii) counsel reasonably satisfactory to Parent Transcend shall have advised Parent Transcend in a written opinion letter (reasonably satisfactory in form and content to ParentTranscend), upon which Parent Transcend may rely, that such sale, transfer or other disposition will be exempt from registration under the Securities Act; or (iv) an authorized representative of the SEC shall have rendered written advice to Stockholder Affiliate to the effect that the SEC would take no action, or that the staff of the SEC would not recommend that the SEC take action, with respect to such sale, transfer or other disposition, and a copy of such written advice and all other related communications with the SEC shall have been delivered to ParentTranscend.

Prohibitions Against Transfer. (a) Stockholder Shareholder agrees that, during the period from the date 30 days prior to preceding the date of consummation Closing Date (as defined in the Reorganization Agreement) of the Merger through the date on which financial results covering at least 30 days of post-Merger combined operations of Parent and the Company have been published by Parent (within the meaning of the applicable "pooling of interests" accounting requirements) (the "Restricted Period"): (i) Stockholder Shareholder shall not sell, transfer or otherwise dispose of, or reduce StockholderShareholder's interest in or risk relating to, (A) any capital stock of the Company (including, without limitation, the Company Shares and any additional shares of capital stock of the Company acquired by StockholderShareholder, whether upon exercise of a stock option or otherwise), except pursuant to and upon consummation of the Merger, or (B) any option or other right to purchase any shares of capital stock of the Company, except by exercise of an option or pursuant to and upon consummation of the Merger; and (ii) Stockholder Shareholder shall not sell, transfer or otherwise dispose of, or reduce StockholderShareholder's interest in or risk relating to, (A) any shares of capital stock of Parent (including without limitation the Parent Shares and any additional shares of capital stock of Parent acquired by StockholderShareholder, whether upon exercise of a stock option or otherwise), or (B) any option or other right to purchase any shares of capital stock of Parent, except by exercise of an option. (b) Notwithstanding the restrictions contained in Section 3(a), Stockholder may transfer or otherwise reduce his risk relative to shares of Company Common Stock or Parent Common Stock during the Restricted Period if (i) Parent, after consulting with its independent accountants, determines that such transfer or reduction in risk will not adversely affect the ability of Parent to account for the Merger as a "pooling of interests," and (ii) Parent consents in writing to such transfer or reduction in risk (it being understood that Parent will not unreasonably withhold or delay such consent). (c) Stockholder Shareholder agrees that Stockholder Shareholder shall not effect any sale, transfer or other disposition of any Parent Shares unless: (i) such sale, transfer or other disposition is effected pursuant to an effective registration statement under the Securities Act; (ii) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145 under the Securities Act, as evidenced by a broker's letter and a representation letter executed by Stockholder Shareholder (satisfactory in form and content to Parent) stating that such requirements have been met; (iii) counsel reasonably satisfactory to Parent shall have advised Parent in a written opinion letter (reasonably satisfactory in form and content to Parent), upon which Parent may rely, that such sale, transfer or other disposition will be exempt from the registration under requirements of the Securities Act; or (iv) an authorized representative of the SEC shall have rendered written advice to Stockholder Shareholder to the effect that the SEC would take no action, or that the staff of the SEC would not recommend that the SEC take action, with respect to such sale, transfer or other disposition, and a copy of such written advice and all other related communications with the SEC shall have been delivered to Parent.

Prohibitions Against Transfer. (a) Stockholder Affiliate agrees that, during the period from the date 30 days prior to the date of consummation of the Merger hereof through the date on which financial results covering at least 30 days of post-post- Merger combined operations of Parent and the Company have been published by Parent (within the meaning of the applicable "pooling of interests" accounting requirements) Parent, which shall occur as soon as practicable (the "Restricted PeriodEnd Date"): (i) Stockholder Affiliate shall not sell, transfer or otherwise dispose of, or reduce StockholderAffiliate's interest in or risk relating to, (A) any capital stock of the Company (including, without limitation, the Company Shares Securities and any additional shares of capital stock of the Company acquired by StockholderAffiliate, whether upon exercise of a stock option option, warrant or conversion of securities or otherwise), except pursuant to and upon consummation of the Merger, or (B) any option option, warrant, convertible securities or other right to purchase any shares of capital stock of the Company, except by exercise of an option or pursuant to and upon consummation of the Merger; and (ii) Stockholder Affiliate shall not sell, transfer or otherwise dispose of, or permit to be sold, transferred or otherwise disposed of, or reduce StockholderAffiliate's interest in or risk relating to, (A) any shares of capital stock of Parent (including including, without limitation limitation, the Parent Shares and any additional shares of capital stock of Parent acquired by StockholderAffiliate, whether upon exercise of a stock option option, warrant or conversion of securities or otherwise) (the "Affiliate's Parent Common Stock"), or (B) any option option, warrant, convertible securities or other right to purchase any shares of capital stock of Parent, except by exercise of an option. (b) Notwithstanding the restrictions contained in Section 3(a), Stockholder may transfer or otherwise reduce his risk relative to shares of Company Common Stock or Parent Common Stock during the Restricted Period if (i) Parent, after consulting with its independent accountants, determines that such transfer or reduction in risk will not adversely affect the ability of Parent to account for the Merger as a "pooling of interests," and (ii) Parent consents in writing to such transfer or reduction in risk (it being understood that Parent will not unreasonably withhold or delay such consent). (c) Stockholder Affiliate agrees that Stockholder Affiliate shall not effect any sale, transfer or other disposition of any shares of the Affiliate's Parent Shares Common Stock unless: (i) such sale, transfer or other disposition is effected pursuant to an effective registration statement under the Securities Act; (ii) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145 under the Securities Act, as evidenced by a broker's letter and a representation letter executed by Stockholder (satisfactory in form and content to Parent) stating that such requirements have been met; (iii) counsel reasonably satisfactory to Parent shall have advised Parent in a written opinion letter (reasonably satisfactory in form and content to Parent), upon which Parent may rely, that such sale, transfer or other disposition will be exempt from the registration under requirements of the Securities Act; or (iv) an authorized representative of the SEC shall have rendered written advice to Stockholder to the effect that the SEC would take no action, or that the staff of the SEC would not recommend that the SEC take action, with respect to such sale, transfer or other disposition, and a copy of such written advice and all other related communications with the SEC shall have been delivered to Parent.

Prohibitions Against Transfer. (a) Stockholder Affiliate agrees thatthat until such time as the Reorganization Agreement is validly terminated in accordance with Section 8 thereof, he shall not sell, transfer or otherwise dispose of, or reduce his interest in or risk relating to, any capital stock of the Company (including the Company Shares) except pursuant to and upon consummation of the Merger. (b) Affiliate agrees that during the period from the date 30 days prior to the date of consummation of on which the Merger is consummated through the date on which financial results covering at least 30 days of post-post Merger combined operations of Parent and the Company have been published by Parent (within the meaning of the applicable "pooling of interests" accounting requirements) (the "Restricted Period"): (i) Stockholder ), Affiliate agrees that he shall not sell, transfer or otherwise dispose of, or reduce Stockholder's his interest in or risk relating to, (A) any capital stock of the Company (including, without limitation, the Company Shares and any additional shares of capital stock of the Company acquired by Stockholder, whether upon exercise of a stock option or otherwise), except pursuant to and upon consummation of the Merger, or (B) any option or other right to purchase any shares of capital stock of the Company, except by exercise of an option or pursuant to and upon consummation of the Merger; and (ii) Stockholder shall not sell, transfer or otherwise dispose of, or reduce Stockholder's interest in or risk relating to, (A) any shares of capital stock of Parent (including without limitation the Parent Shares and any additional shares of capital stock of Parent acquired by Stockholder, whether upon exercise of a stock option or otherwise), or (B) any option or other right to purchase any shares of capital stock of Parent, except by exercise of an option. (b) Notwithstanding the restrictions contained in Section 3(a), Stockholder may transfer or otherwise reduce his risk relative to shares of Company Common Stock or Parent Common Stock during (including the Restricted Period if (i) Parent, after consulting with its independent accountants, determines that such transfer or reduction in risk will not adversely affect the ability of Parent to account for the Merger as a "pooling of interests," and (ii) Parent consents in writing to such transfer or reduction in risk (it being understood that Parent will not unreasonably withhold or delay such consentShares). (c) Stockholder agrees that Stockholder Without limiting the generality of Section 2(b) of this Agreement, Affiliate shall not effect any sale, transfer or other disposition of any of the Parent Shares unless: (i) such sale, transfer or other disposition is effected pursuant to an effective registration statement has been registered under the Securities Act; (ii) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145 144 under the Securities Act, as evidenced by a broker's letter and a representation letter executed by Stockholder Affiliate (satisfactory in form and content to Parent) stating that such requirements have been met; (iii) counsel reasonably satisfactory to Parent shall have advised Parent in a written opinion letter (reasonably satisfactory in form and content to Parent), upon which Parent may rely, that such sale, transfer or other disposition will be exempt from registration under the Securities Act; or (iv) an authorized representative of the SEC shall have rendered written advice to Stockholder Affiliate to the effect that the SEC would take no action, or that the staff of the SEC would not recommend that the SEC take action, with respect to such sale, transfer or other disposition, and a copy of such written advice and all other related communications with the SEC shall have been delivered to Parent.

Prohibitions Against Transfer. (a) 6.1 The Stockholder agrees that, during the period from the date 30 days prior to the date of consummation of the Merger through the date on which financial results covering at least 30 days of post-Merger combined operations of Parent hereof and the Company have been published by Parent (within Closing Date, the meaning of the applicable "pooling of interests" accounting requirements) (the "Restricted Period"): (i) Stockholder shall not sell, transfer (other than a transfer for estate planning purposes to a trust, partnership or limited liability company comprised of family members) or otherwise dispose of, of or reduce Stockholder's his interest in or risk relating to, : (Ai) any capital stock of the Company Seller Common Stock (including, without limitation, the Company Shares and any additional shares of capital stock of the Company Seller Common Stock acquired by the Stockholder, whether upon exercise of a stock option option, conversion of debt securities or otherwise), except pursuant to and upon consummation of the MergerExchange, or (Bii) any option option, convertible debt securities or other right to purchase any shares of capital stock of the CompanySeller Common Stock, except by exercise of an option or pursuant to and upon consummation of the Merger; and (ii) Stockholder shall not sell, transfer or otherwise dispose of, or reduce Stockholder's interest in or risk relating to, (A) any shares of capital stock of Parent (including without limitation the Parent Shares and any additional shares of capital stock of Parent acquired by Stockholder, whether upon exercise of a stock option or otherwise), or (B) any option or other right to purchase any shares of capital stock of Parent, except by exercise of an optionExchange. (b) Notwithstanding the restrictions contained in Section 3(a), Stockholder may transfer or otherwise reduce his risk relative to shares of Company Common Stock or Parent Common Stock during the Restricted Period if (i) Parent, after consulting with its independent accountants, determines that such transfer or reduction in risk will not adversely affect the ability of Parent to account for the Merger as a "pooling of interests," and (ii) Parent consents in writing to such transfer or reduction in risk (it being understood that Parent will not unreasonably withhold or delay such consent). (c) Stockholder agrees that 6.2 The Stockholder shall not effect any sale, transfer or other disposition of any Parent Shares of the Purchaser Common Stock that he is to receive in connection with the Exchange unless: (ia) such sale, transfer or other disposition is effected pursuant to an effective registration statement has been registered under the Securities Act; (iib) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145 144 under the Securities Act, as evidenced by a broker's letter and a representation letter executed by the Stockholder (satisfactory in form and content to ParentPurchaser) stating that such requirements have been met; (iiic) counsel reasonably satisfactory to Parent Purchaser shall have advised Parent Purchaser in a written opinion letter (reasonably satisfactory in form and content to ParentPurchaser), upon which Parent Purchaser may rely, that such sale, transfer or other disposition will be exempt from registration under the Securities Act; or (ivd) an authorized representative of the SEC shall have rendered written advice to the Stockholder to the effect that the SEC would take no action, or that the staff of the SEC would not recommend that the SEC take action, with respect to such sale, transfer or other disposition, and a copy of such written advice and all other related communications with the SEC shall have been delivered to ParentPurchaser.

Prohibitions Against Transfer. (a) Stockholder Shareholder agrees that, during the period from the date 30 days prior to the date of consummation of the Merger through the date on which financial results covering at least 30 days of post-Merger combined operations of Parent Acquiror and the Company have been published by Parent Acquiror (within the meaning of the applicable "pooling of interests" accounting requirements) (the "Restricted Period"): (i) Stockholder Shareholder shall not sell, transfer or otherwise dispose of, or reduce StockholderShareholder's interest in or risk relating to, (A) any capital stock of the Company (including, without limitation, the Company Shares and any additional shares of capital stock of the Company acquired by StockholderShareholder, whether upon exercise of a stock option or otherwise), except pursuant to and upon consummation of the Merger, or (B) any option or other right to purchase any shares of capital stock of the Company, except by exercise of an option or pursuant to and upon consummation of the Merger; and (ii) Stockholder Shareholder shall not sell, transfer or otherwise dispose of, or reduce StockholderShareholder's interest in or risk relating to, (A) any shares of capital stock of Parent Acquiror (including without limitation the Parent Acquiror Shares and any additional shares of capital stock of Parent Acquiror acquired by StockholderShareholder, whether upon exercise of a stock option or otherwise), or (B) any option or other right to purchase any shares of capital stock of Parent, except by exercise of an optionAcquiror. (b) Notwithstanding the restrictions contained in Section 3(a), Stockholder may transfer or otherwise reduce his risk relative to shares of Company Common Stock or Parent Common Stock during the Restricted Period if (i) Parent, after consulting with its independent accountants, determines that such transfer or reduction in risk will not adversely affect the ability of Parent to account for the Merger as a "pooling of interests," and (ii) Parent consents in writing to such transfer or reduction in risk (it being understood that Parent will not unreasonably withhold or delay such consent). (c) Stockholder Shareholder agrees that Stockholder Shareholder shall not effect any sale, transfer or other disposition of any Parent Acquiror Shares unless: (i) such sale, transfer or other disposition is effected pursuant to an effective registration statement under the Securities Act; (ii) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145 145(d)(1), (2) or (3) under the Securities Act, as evidenced by a broker's letter and a representation letter executed by Stockholder (satisfactory Shareholder(satisfactory in form and content to ParentAcquiror) stating that such requirements have been met; (iii) counsel reasonably satisfactory to Parent Acquiror shall have advised Parent Acquiror in a written opinion letter (reasonably satisfactory in form and content to ParentAcquiror), upon which Parent Acquiror may rely, that such sale, transfer or other disposition will be exempt from registration under the Securities Act; or (iv) an authorized representative of the SEC shall have rendered written advice to Stockholder Shareholder to the effect that the SEC would take no action, or that the staff of the SEC would not recommend that the SEC take action, with respect to such sale, transfer or other disposition, and a copy of such written advice and all other related communications with the SEC shall have been delivered to ParentAcquiror.