Common use of Prohibitions Against Transfer Clause in Contracts

Prohibitions Against Transfer. Shareholder agrees that Shareholder shall not effect any sale, transfer or other disposition of any Parent Shares unless: a. such sale, transfer or other disposition is effected pursuant to an effective registration statement under the Act; b. such sale, transfer or other disposition is made in conformity with the requirements of Rule 145 under the Act, as evidenced by a broker's letter and a representation letter executed by Shareholder (satisfactory in form and content to Parent) stating that such requirements have been met; c. counsel reasonably satisfactory to Parent shall have advised Parent in a written opinion letter (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 Act; or d. an authorized representative of the SEC shall have rendered written advice to 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. Shareholder Stockholder agrees that Shareholder Stockholder shall not effect any sale, transfer or other disposition of any Parent Shares Securities unless: a. : (a) such sale, transfer or other disposition is effected pursuant to an effective registration statement under the Securities Act; b. ; (b) 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 ’s letter and a representation letter executed by Shareholder Stockholder (satisfactory in form and content to Parent) stating that such requirements have been met; c. ; (c) counsel reasonably satisfactory to Parent shall have advised Parent in a written opinion letter (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 d. or (d) an authorized representative of the SEC Securities and Exchange Commission (“SEC”) shall have rendered written advice to Shareholder 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. Shareholder The Stockholder agrees that Shareholder the ----------------------------- Stockholder shall not effect any sale, transfer or other disposition of any Stockholder Parent Shares unless: a. (a) such sale, transfer or other disposition is effected pursuant to an effective registration statement under the Securities Act; b. (b) such sale, transfer or other disposition is made in conformity with the applicable requirements of Rule 145 promulgated under the Securities Act, as evidenced by a broker's letter and a representation letter executed by Shareholder (satisfactory in form and content to Parent) stating that such requirements have been met; c. (c) counsel reasonably satisfactory to Parent shall have advised Parent in a written opinion letter (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 requirements under the Securities Act; or d. (d) an authorized representative of the SEC Securities and Exchange Commission (the "SEC") shall have rendered written advice to Shareholder 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 Parent.

Prohibitions Against Transfer. Shareholder Stockholder agrees that Shareholder Stockholder shall not effect any sale, transfer or other disposition of any Parent Shares unless: a. (A) such sale, transfer or other disposition is effected pursuant to an effective registration statement under the Securities Act; b. (B) 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 Shareholder Stockholder (satisfactory in form and content to Parent) stating that such requirements have been met; c. (C) counsel reasonably satisfactory to Parent shall have advised Parent in a written opinion letter (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 d. (D) an authorized representative of the SEC shall have rendered written advice to Shareholder 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 proposed 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. Shareholder agrees that Shareholder shall not effect any sale, transfer or other disposition of any of the Parent Shares Common Stock that he is to receive in the Merger unless: a. (a) such sale, transfer or other disposition is effected pursuant to an effective registration statement has been registered under the Act; b. (b) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145 144 under the Act, as evidenced by a broker's letter and a representation letter executed by Shareholder (satisfactory in form and content to Parent) stating that such requirements have been met; c. (c) counsel reasonably satisfactory to Parent shall have advised Parent in a written opinion letter (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 Act; or d. (d) an authorized representative of the SEC shall have rendered written advice to 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. Shareholder Stockholder agrees that Shareholder Stockholder shall not effect any sale, transfer or other disposition of any Parent Shares unless: a. : (a) such sale, transfer or other disposition is effected pursuant to an effective registration statement under the Securities Act; b. ; (b) 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 Shareholder Stockholder (satisfactory in form and content to Parent) stating that such requirements have been met; c. ; (c) counsel reasonably satisfactory to Parent shall have advised Parent in a written opinion letter (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 d. or (d) an authorized representative of the SEC Securities and Exchange Commission ("SEC") shall have rendered written advice to Shareholder 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. Shareholder agrees that Shareholder shall not effect any sale, transfer or other disposition of any Parent Shares unless: a. : (a) such sale, transfer or other disposition is effected pursuant to an effective registration statement under the Securities Act; b. ; (b) 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 ’s letter and a representation letter executed by Shareholder (satisfactory in form and content to Parent) stating that such requirements have been met; c. ; (c) counsel reasonably satisfactory to Parent shall have advised Parent in a written opinion letter (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 d. or (d) an authorized representative of the SEC Securities and Exchange Commission (“SEC”) shall have rendered written advice to 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. Shareholder Stockholder agrees that Shareholder Stockholder shall not effect any sale, transfer or other disposition of any Parent Shares Securities unless: a. : (a) such sale, transfer or other disposition is effected pursuant to an effective registration statement under the Securities Act; b. ; (b) 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 ’s letter and a representation letter executed by Shareholder Stockholder (reasonably satisfactory in form and content to Parent) stating that such requirements have been met; c. ; (c) 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 d. or (d) an authorized representative of the SEC Securities and Exchange Commission (“SEC”) shall have rendered written advice to Shareholder 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. Shareholder agrees that Shareholder The Stockholder shall not effect any sale, transfer or other disposition of any of the Parent Shares Common Stock that the Stockholder is to receive in the Merger unless: a. (a) such sale, transfer or other disposition is effected pursuant to an effective registration statement has been registered under the Act; b. (b) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145 144 under the Act, as evidenced by a broker's letter and a representation letter executed by Shareholder the Stockholder (reasonably satisfactory in form and content to Parent) stating that such requirements have been met; c. (c) 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 Act; or d. (d) an authorized representative of the SEC shall have rendered written advice to Shareholder 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 Parent.

Prohibitions Against Transfer. Shareholder agrees that Shareholder The Stockholder shall not effect any sale, transfer or other disposition of any of the Parent Shares Common Stock that he is to receive in the Mergers unless: a. (a) such sale, transfer or other disposition is effected pursuant to an effective registration statement has been registered under the Act; b. (b) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145 144 under the Act, as evidenced by a broker's letter and a representation letter executed by Shareholder the Stockholder (satisfactory in form and content to Parent) stating that such requirements have been met; c. (c) counsel reasonably satisfactory to Parent shall have advised Parent in a written opinion letter (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 Act; or d. (d) an authorized representative of the SEC shall have rendered written advice to Shareholder 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 Parent.

Prohibitions Against Transfer. Shareholder Stockholder agrees that Shareholder Stockholder shall not effect any sale, transfer or other disposition of any Parent Shares unless: a. such sale, transfer or other disposition is effected pursuant to an effective registration statement under the Act; b. such sale, transfer or other disposition is made in conformity with the requirements of Rule 145 under the Act, as evidenced by a broker's letter and a representation letter executed by Shareholder Stockholder (satisfactory in form and content to Parent) stating that such requirements have been met; c. counsel reasonably satisfactory to Parent shall have advised Parent in a written opinion letter (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 Act; or d. an authorized representative of the SEC shall have rendered written advice to Shareholder 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. Shareholder Stockholder agrees that Shareholder Stockholder shall not effect any sale, transfer or other disposition of any Parent Shares unless: a. : (a) such sale, transfer or other disposition is effected pursuant to an effective registration statement under the Securities Act; b. ; (b) 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 Shareholder Stockholder (reasonably satisfactory in form and content to Parent) stating that such requirements have been met; c. ; (c) 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 d. or (d) an authorized representative of the SEC Securities and Exchange Commission ("SEC") shall have rendered written advice to Shareholder 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.