Common use of Restriction on Transfer of Shares Clause in Contracts

Restriction on Transfer of Shares. (a) Except as provided with respect to Xxxxxxx in Section 3.1(b) below, such Stockholder shall not, directly or indirectly: (i) offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by gift) or enter into any contract, option, derivative, hedging or other arrangement or understanding (including any profit-sharing arrangement) with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of (any of the foregoing, a “Transfer”), any or all of the Subject Shares or any interest therein, except to any Affiliate of such Stockholder who agrees in writing to be bound by the terms of this Agreement as a Stockholder, and, in the case of stockholders that are individuals, to members of the Stockholder’s immediate family or trusts for the benefit of such Stockholder or members of such Stockholder’s immediate family, (ii) grant any proxies or powers of attorney, deposit any of the Subject Shares into a voting trust or enter into any other voting arrangement or permit to exist any Lien of any nature whatsoever with respect to the Subject Shares (other than any Liens created by or arising under this Agreement or existing by operation of Law) or (iii) commit or agree to take any of the foregoing actions. (b) Notwithstanding the provisions of Section 3.1(a) of this Agreement, Purchaser acknowledges and agrees that Xxxxxxx (either individually or through an XXX account or other pension account maintained by Xxxxxxx) shall be entitled to sell up to 30,000 shares of Common Stock, whether or not such shares are Subject Shares, and up to 3,000 shares of Preferred Stock during the term of this Agreement under Rule 144 in the open market, free and clear of any of the restrictions contained in this Agreement and the Purchaser agrees that in the event of any such sale, the terms and conditions and any rights created herein in favor of Purchaser shall be void and of no effect whatsoever in the event of any such sale, as pertains to the sale of up to 30,000 shares of Common Stock and 3,000 shares of Preferred Stock by Xxxxxxx.

Restriction on Transfer of Shares. (a) Except as provided with respect to Xxxxxxx in Section 3.1(b) below2.1(b), such prior to February 18, 2006, no Former MSI Stockholder shall notmay sell, directly or indirectly: (i) offer for sale, sell (including short sales)assign, transfer, tendermortgage, alienate, pledge, encumberhypothecate, assign create or permit to exist a security interest in or lien on, place in trust or in any other way encumber or otherwise dispose of (including any of the foregoing shall constitute a "Transfer," and the consummation of such being a "Disposition") any Shares now owned or any interest therein except as expressly permitted by gift) the terms and provisions of this Agreement. The Company shall have no obligation to recognize or enter into accede to any contract, option, derivative, hedging Disposition or other arrangement or understanding (including to register any profit-sharing arrangement) Transfer of Shares on its books unless such Disposition is effected in accordance with the terms and provisions of this Agreement. No Person who purports to be a holder of Shares acquired in violation of the terms and provisions of this Agreement shall be entitled to any rights with respect to or consent such Shares, including any rights to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of (any of the foregoing, a “Transfer”), any or all of the Subject Shares or any interest therein, except to any Affiliate of vote such Stockholder who agrees in writing to be bound by the terms of this Agreement as a Stockholder, and, in the case of stockholders that are individualsShares, to members of the Stockholder’s immediate family receive any dividends declared thereon, or trusts for the benefit of such Stockholder or members of such Stockholder’s immediate family, (ii) grant to receive any proxies or powers of attorney, deposit any of the Subject Shares into a voting trust or enter into any other voting arrangement or permit to exist any Lien of any nature whatsoever notice with respect to the Subject Shares (other than any Liens created by or arising thereto under this Agreement or existing by operation otherwise. The sale or transfer of Law) outstanding equity securities of, or (iii) commit or agree to take any the issuance of equity securities of, a Former MSI Stockholder shall not be deemed a `Transfer' for the foregoing actionspurposes of this Agreement. (b) Notwithstanding the provisions Any Former MSI Stockholder may Transfer all or a portion of Section 3.1(ahis, her or its Shares to (i) any Person to which such Former MSI Stockholder shall sell, assign or transfer all or substantially all of this Agreementits assets; (ii) any Affiliate of such Former MSI Stockholder, Purchaser acknowledges and agrees including, any funds affiliated with such Former MSI Stockholder, (iii) any member, partner or stockholder of such Former MSI Stockholder; provided, however, that Xxxxxxx (either individually or through an XXX account or other pension account maintained by Xxxxxxx) no Transfer of shares of Series A Preferred Stock shall be entitled permitted pursuant to sell up this clause (b)(iii), (iv) any other Former MSI Stockholder, (v) in connection with any sale of all or substantially all of the Company's assets, any Transfer of at least a majority of the Company's outstanding voting securities (as of immediately prior to 30,000 shares such transfer) or any merger or consolidation in which the Company is not the surviving entity or any other transaction (or series of Common Stockrelated transactions) following which the holders of the Company's outstanding capital stock prior to such transaction(s) do not own a majority of the outstanding capital stock of the Company (or any successor entity) immediately after such transaction (any such transaction, whether a "Sale Transaction"), or not such shares are Subject Shares, and up to 3,000 shares of Preferred Stock during the term of this Agreement under Rule 144 (vi) in the open market, free and clear connection with its exercise of any "piggy-back" or similar registration rights. If any Former MSI Stockholder intends to make a Disposition of all or a portion of his, her or its Shares pursuant to this paragraph, such Former MSI Stockholder shall give at least 15 days prior written notice of such proposed Disposition to the restrictions contained Company (except in this Agreement respect of a Disposition pursuant to clauses (v) or (vi) above). Any such notice shall specify the number of Shares subject to such proposed Disposition, identify the proposed transferee and state the relationship between such Former MSI Stockholder and the Purchaser agrees that in the event of any such sale, the terms and conditions and any rights created herein in favor of Purchaser shall be void and of no effect whatsoever in the event of any such sale, as pertains to the sale of up to 30,000 shares of Common Stock and 3,000 shares of Preferred Stock by Xxxxxxxproposed transferee.

Restriction on Transfer of Shares. (a) Except as provided with respect to Xxxxxxx in Section 3.1(b) below2.1(b), such Stockholder shall notprior to the Lock Up Expiration Date, directly or indirectly: (i) offer for salethe Restricted Parties may not sell, sell (including short sales)assign, transfer, tendermortgage, alienate, pledge, encumberhypothecate, assign create or permit to exist a security interest in or lien on, place in trust or in any other way encumber or otherwise dispose of (including any of the foregoing shall constitute a "Transfer," and the consummation of such being a "Disposition") any Shares now owned or any interest therein except as expressly permitted by gift) the terms and provisions of this Agreement. The Company shall have no obligation to recognize or enter into accede to any contract, option, derivative, hedging Disposition or other arrangement or understanding (including to register any profit-sharing arrangement) Transfer of Shares on its books unless such Disposition is effected in accordance with the terms and provisions of this Agreement. No Person who purports to be a holder of Shares acquired in violation of the terms and provisions of this Agreement shall be entitled to any rights with respect to or consent such Shares, including any rights to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of (any of the foregoing, a “Transfer”), any or all of the Subject Shares or any interest therein, except to any Affiliate of vote such Stockholder who agrees in writing to be bound by the terms of this Agreement as a Stockholder, and, in the case of stockholders that are individualsShares, to members of the Stockholder’s immediate family receive any dividends declared thereon, or trusts for the benefit of such Stockholder or members of such Stockholder’s immediate family, (ii) grant to receive any proxies or powers of attorney, deposit any of the Subject Shares into a voting trust or enter into any other voting arrangement or permit to exist any Lien of any nature whatsoever notice with respect to the Subject Shares (other than any Liens created by or arising thereto under this Agreement or existing by operation of Law) or (iii) commit or agree to take any of the foregoing actionsotherwise. (b) Notwithstanding Any Restricted Party may Transfer all or a portion of his or its Shares to (i) any Person to which such Restricted Party shall sell, assign or transfer all or substantially all of its assets; or (ii) any Affiliate of such Restricted Party. If a Restricted Party intends to make a Disposition of all or a portion of his, her or its Shares pursuant to this paragraph, such Restricted Party shall give at least 30 days prior written notice of such proposed Disposition to the provisions Company, a copy of Section 3.1(a) of this Agreement, Purchaser acknowledges and agrees that Xxxxxxx (either individually or through an XXX account or other pension account maintained by Xxxxxxx) which shall be entitled given to sell up the Former MSI Stockholders. Any such notice shall specify the number of Shares subject to 30,000 shares of Common Stocksuch proposed disposition, whether or not identify the proposed transferee and state the relationship between such shares are Subject Shares, and up to 3,000 shares of Preferred Stock during the term of this Agreement under Rule 144 in the open market, free and clear of any of the restrictions contained in this Agreement Restricted Party and the Purchaser agrees that in the event of any such sale, the terms and conditions and any rights created herein in favor of Purchaser shall be void and of no effect whatsoever in the event of any such sale, as pertains to the sale of up to 30,000 shares of Common Stock and 3,000 shares of Preferred Stock by Xxxxxxxproposed transferee.

Restriction on Transfer of Shares. (a) Except as provided with respect to Xxxxxxx in Section 3.1(b) below2.1(b), such Stockholder shall notprior to July 31, directly or indirectly: (i) offer for sale2003, sell (including short sales)MSI may not sell, assign, transfer, tendermortgage, alienate, pledge, encumberhypothecate, assign create or permit to exist a security interest in or lien on, place in trust or in any other way encumber or otherwise dispose of (including any of the foregoing shall constitute a "Transfer," and the consummation of such being a "Disposition") any Shares now owned or hereafter acquired or any interest therein except as expressly permitted by gift) the terms and provisions of this Agreement. The Company shall have no obligation to recognize or enter into accede to any contract, option, derivative, hedging Disposition or other arrangement or understanding (including to register any profit-sharing arrangement) Transfer of Shares on its books unless such Disposition is effected in accordance with the terms and provisions of this Agreement. No Person who purports to be a holder of Shares acquired in violation of the terms and provisions of this Agreement shall be entitled to any rights with respect to or consent such Shares, including any rights to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of (any of the foregoing, a “Transfer”), any or all of the Subject Shares or any interest therein, except to any Affiliate of vote such Stockholder who agrees in writing to be bound by the terms of this Agreement as a Stockholder, and, in the case of stockholders that are individualsShares, to members of the Stockholder’s immediate family receive any dividends declared thereon, or trusts for the benefit of such Stockholder or members of such Stockholder’s immediate family, (ii) grant to receive any proxies or powers of attorney, deposit any of the Subject Shares into a voting trust or enter into any other voting arrangement or permit to exist any Lien of any nature whatsoever notice with respect to the Subject Shares (other than any Liens created by or arising thereto under this Agreement or existing by operation of Law) or (iii) commit or agree to take any of the foregoing actionsotherwise. (b) Notwithstanding MSI may Transfer all or a portion of its Shares to (i) any Person to which MSI shall sell, assign or transfer all or substantially all of its assets; (ii) any Affiliate of MSI or (iii) any holder of the provisions Senior Secured Convertible Notes in connection with the exercise of Section 3.1(aremedies of such holders against MSI pursuant to the terms of such notes. If MSI intends to make a Disposition of all or a portion of its Shares pursuant to this paragraph, MSI shall give at least 30 days prior written notice of such proposed Disposition to the Company. Any such notice shall specify the number of Shares subject to such proposed disposition, identify the proposed transferee and state the relationship between MSI and the proposed transferee. (c) of Each Disposition otherwise permitted by this Article II shall not become effective unless and until the transferee executes and delivers to the Company a counterpart to this Agreement, Purchaser acknowledges agreeing to be treated in the same manner as MSI. Upon such Disposition and agrees that Xxxxxxx (either individually or through an XXX account or other pension account maintained by Xxxxxxx) such execution and delivery, the transferee shall be bound by, and entitled to sell up to 30,000 shares of Common Stockthe benefits of, whether or not such shares are Subject Shares, and up to 3,000 shares of Preferred Stock during the term of this Agreement under Rule 144 with respect to the transferred Shares in the open market, free and clear of any of same manner as the restrictions contained in this Agreement and the Purchaser agrees that in the event of any such sale, the terms and conditions and any rights created herein in favor of Purchaser shall be void and of no effect whatsoever in the event of any such sale, as pertains to the sale of up to 30,000 shares of Common Stock and 3,000 shares of Preferred Stock by XxxxxxxMSI.

Restriction on Transfer of Shares. 1.1. Transfers to be Made Only as Permitted by this Agreement. No Stockholder or Permitted Transferee may Transfer any Shares acquired on, before, or after the date of this Agreement, except to a Permitted Transferee or as specifically required or permitted by this Agreement, and any purported Transfer in any other manner shall be void. No Transfer may be made (a) Except to a Permitted Transferee or (b) as provided otherwise in accordance with respect the terms hereunder unless the Permitted Transferee (or his or her custodian or guardian, as applicable) or transferee pursuant to Xxxxxxx a transfer effected in Section 3.1(b) belowaccordance with the terms hereof executes and delivers a written agreement, such Stockholder shall not, directly or indirectly: in form and substance substantially similar to the Joinder Agreement attached hereto as Exhibit A (i) offer for sale, sell (including short salesthe "Joinder Agreement"), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by gift) or enter into any contract, option, derivative, hedging or other arrangement or understanding (including any profit-sharing arrangement) with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of (any of the foregoing, a “Transfer”), any or all of the Subject Shares or any interest therein, except to any Affiliate of such Stockholder who agrees in writing agreeing to be bound by the terms provisions of this Agreement, and thereupon such Permitted Transferee or other such transferee thereby shall be deemed a "Stockholder," "Quadrangle Investor," "Xxxxxxx Investor," or another specified Stockholder or group of Stockholders, as and to the extent applicable, for all purposes of this Agreement; provided that any Permitted Transferee of any Xxxxxxx Investor shall be deemed a "Xxxxxxx Investor" and any other transferee of Shares held by any Xxxxxxx Investor shall be deemed a "Stockholder" for all purposes of this Agreement. The Company shall not issue any shares of Common Stock, including, without limitation, restricted shares of Common Stock or shares of Common Stock issued upon exercise of options, in each case granted pursuant to the Incentive Plan, unless the person to whom such shares are issued or grant is awarded executes and delivers a written agreement, in form and substance substantially similar to the Joinder Agreement, agreeing to be bound by the provisions of this Agreement as a Stockholder, and, in the case of stockholders that are individuals, to members of the Stockholder’s immediate family or trusts for the benefit of such Stockholder or members of such Stockholder’s immediate family, (ii) grant any proxies or powers of attorney, deposit any of the Subject Shares into a voting trust or enter into any other voting arrangement or permit to exist any Lien of any nature whatsoever with respect to the Subject Shares (other than any Liens created by or arising under this Agreement or existing by operation of Law) or (iii) commit or agree to take any of the foregoing actions. (b) Notwithstanding the provisions of Section 3.1(a) of this Agreement, Purchaser acknowledges and agrees that Xxxxxxx (either individually or through an XXX account or other pension account maintained by Xxxxxxx) shall be entitled to sell up to 30,000 shares of Common Stock, whether or not such shares are Subject Shares, and up to 3,000 shares of Preferred Stock during the term of this Agreement under Rule 144 in the open market, free and clear of any of the restrictions contained in this Agreement and the Purchaser agrees that in the event of any such sale, the terms and conditions and any rights created herein in favor of Purchaser shall be void and of no effect whatsoever in the event of any such sale, as pertains to the sale of up to 30,000 shares of Common Stock and 3,000 shares of Preferred Stock by Xxxxxxx.. For

Restriction on Transfer of Shares. (a) Except as provided with respect The Corporation and the Shareholders wish to Xxxxxxx in Section 3.1(b) below, avoid the transfer of Shares to outside third parties who do not have a knowledge of the Corporation's business and who may disrupt the management of the Corporation. Each Shareholder hereby agrees that such Stockholder Shareholder shall not, as long as this Agreement is in effect, directly or indirectly: (i) offer for saleindirectly sell, sell (including short sales)assign, mortgage, hypothecate, transfer, tenderpledge, pledgelien, encumber, assign give or in any way otherwise dispose of (including by giftcollectively, a "Transfer") or enter into any contract, option, derivative, hedging or other arrangement or understanding (including any profit-sharing arrangement) with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of (any of the foregoing, a “Transfer”), any or all of the Subject Shares (or any interest therein) except as may be expressly permitted by this Agreement. The Corporation shall not transfer on its books any certificates for the Shares nor issue any certificate in lieu of the Shares unless, except in the opinion of counsel to the Corporation, there has been compliance with all of the material conditions hereof affecting the Shares. Any purported disposition of any Affiliate of such Stockholder who agrees Shares made other than in writing to be bound by full compliance with the terms of this Agreement as a Stockholdershall be null and void and of no force or effect, and, in and shall not be recognized by the case of stockholders that are individuals, to members of the Stockholder’s immediate family or trusts for the benefit of such Stockholder or members of such Stockholder’s immediate family, (ii) grant any proxies or powers of attorney, deposit any of the Subject Shares into a voting trust or enter into any other voting arrangement or permit to exist any Lien of any nature whatsoever with respect to the Subject Shares (other than any Liens created by or arising under this Agreement or existing by operation of Law) or (iii) commit or agree to take any of the foregoing actionsCorporation. (b) Notwithstanding the general prohibition on Transfers contained in Section 3(a) hereof, the Corporation and the Shareholders agree that any of the following Transfers shall be permitted under this Agreement: (i) a Transfer to a trust or custodial account for the benefit of Shareholder or the spouse or children of any Shareholder (the "Trust"), provided that such Shareholder is trustee of the Trust and retains sole voting power with respect to the Shares held in trust and such Trust documents provide for compliance with the provisions of Section 3.1(athis Agreement; (ii) a Transfer in accordance with Sections 4, 5 or 6 hereof; or (iii) a Transfer by Xxxxx or Xxxxxxxxxxx of not more than one percent (1%) of the Shares owned by them. (c) Upon the execution of this Agreement, Purchaser acknowledges each Shareholder shall surrender to the Corporation his stock certificate representing the Shares, which stock certificate shall be imprinted with the following legend: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, and agrees that Xxxxxxx (either individually cannot be offered or through sold except pursuant to an XXX account effective registration statement under such Act or an exemption from registration under such Act which, in the opinion of counsel for the holder, which counsel and opinion are reasonably satisfactory to counsel for the corporation, is available. The shares represented hereby are also subject to the terms of a Shareholders' Agreement, dated as of August 31, 1999, by and among BonusBoulevard Inc., Xxxxx Xxxxx, Xx., and Xxxxxxxx X. Xxxxxxxxxxx, a copy of which is on file at the principal office of the corporation, and any sale, pledge, gift, transfer, assignment, encumbrance or other pension account maintained by Xxxxxxx) shall be entitled to sell up to 30,000 shares of Common Stock, whether or not such shares are Subject Shares, and up to 3,000 shares of Preferred Stock during the term of this Agreement under Rule 144 in the open market, free and clear of any disposition of the restrictions contained shares represented by this certificate in this violation of said Agreement and the Purchaser agrees that in the event of any such sale, the terms and conditions and any rights created herein in favor of Purchaser shall be void and of no effect whatsoever in the event effect." (d) As a further condition of any Transfer pursuant to this Agreement, each transferee shall, prior to such saleTransfer, as pertains agree in writing to be bound by all of the sale provisions of up this Agreement and no such transferee shall be permitted to 30,000 shares of Common Stock and 3,000 shares of Preferred Stock by Xxxxxxxmake any Transfer that the original transferor was not permitted to make.

Restriction on Transfer of Shares. (a) Except as provided with respect a. The Corporation and the Shareholders wish to Xxxxxxx in Section 3.1(b) below, avoid the transfer of Shares to outside third parties who do not have a knowledge of the Corporation's business and who may disrupt the management of the Corporation. Each Shareholder hereby agrees that such Stockholder Shareholder shall not, as long as this Agreement is in effect, directly or indirectly: (i) offer for salein directly sell, sell (including short sales)assign, mortgage, hypothecate, transfer, tenderpledge, pledgelien, encumber, assign give or in any way otherwise dispose of (including collectively, a "Transfer") any of the Shares (or any interest therein) except as may be expressly permitted by gift) or enter into this Agreement. The Corporation shall not transfer on its books any contractcertificates for the Shares nor issue any certificate in lieu of the Shares unless, option, derivative, hedging or other arrangement or understanding (including any profit-sharing arrangement) with respect to or consent in the opinion of counsel to the offer Corporation, there has been compliance with all of the material conditions hereof affecting the Shares. Any purported disposition of any Shares made other than in full compliance with the terms of this Agreement shall be null and void and of no force or effect, and shall not be recognized by the Corporation. b. Notwithstanding the general prohibition on Transfers contained in Section 3(a) of this Agreement hereof, the Corporation and the Shareholders agree that any of the following Transfers shall be permitted under this Agreement: i. A Transfer in accordance with Sections 4, 5, 6, 7 or 8 hereof; ii. A Transfer by NetWolves to any wholly-owned, direct or indirect subsidiary of NetWolves; iii. A Transfer or sale by NetWolves of all or substantially all of the assets or common stock, of NetWolves to a third party, or the merger into or acquisition of NetWolves by a third party; or iv. A Transfer to any other party to this Agreement. c. Upon the execution of this Agreement, each Shareholder shall surrender to the Corporation his or its stock certificate representing the Shares, which stock certificate shall be imprinted with the following legend: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, and cannot be offered or sold except pursuant to an effective registration statement under such Act or an exemption from registration under such Act which, in the opinion of counsel for the holder, which counsel and opinion are reasonably satisfactory to counsel for the corporation, is available. The Shares represented hereby are also subject to the terms of a Shareholders' Agreement, dated as of July 7, 1999, by and among TSG Global Education Web, Inc., and its Shareholders, a copy of which is on file at the principal office of the Corporation, and any sale, salepledge, gift, transfer, tenderassignment, pledge, encumbrance, assignment encumbrance or other disposition of (the shares represented by this certificate in violation of said Agreement shall be void and of no effect." d. As a further condition of any of the foregoingTransfer pursuant to this Agreement, a “each transferee shall, prior to such Transfer”), any or all of the Subject Shares or any interest therein, except to any Affiliate of such Stockholder who agrees agree in writing to be bound by all of the terms provisions of this Agreement as a Stockholder, and, in the case of stockholders that are individuals, to members of the Stockholder’s immediate family or trusts for the benefit of and no such Stockholder or members of such Stockholder’s immediate family, (ii) grant any proxies or powers of attorney, deposit any of the Subject Shares into a voting trust or enter into any other voting arrangement or permit to exist any Lien of any nature whatsoever with respect to the Subject Shares (other than any Liens created by or arising under this Agreement or existing by operation of Law) or (iii) commit or agree to take any of the foregoing actions. (b) Notwithstanding the provisions of Section 3.1(a) of this Agreement, Purchaser acknowledges and agrees that Xxxxxxx (either individually or through an XXX account or other pension account maintained by Xxxxxxx) transferee shall be entitled permitted to sell up make any Transfer that the original transferor was not permitted to 30,000 shares of Common Stock, whether or not such shares are Subject Shares, and up to 3,000 shares of Preferred Stock during the term of this Agreement under Rule 144 in the open market, free and clear of any of the restrictions contained in this Agreement and the Purchaser agrees that in the event of any such sale, the terms and conditions and any rights created herein in favor of Purchaser shall be void and of no effect whatsoever in the event of any such sale, as pertains to the sale of up to 30,000 shares of Common Stock and 3,000 shares of Preferred Stock by Xxxxxxxmake.

Restriction on Transfer of Shares. (a) Except as provided with respect to Xxxxxxx in Section 3.1(b) below, such No Stockholder shall not, directly or indirectly: (i) offer for sale, sell (including short sales)sell, transfer, tenderassign, pledge, encumber, assign hypothecate or otherwise dispose of (including whether with or without consideration and whether voluntarily or by giftoperation of law) any interest in his, her or enter into its Shares (a "Transfer") at any contracttime, optionexcept pursuant to clause (c) of this Section 2, derivativeSections 3, hedging 4, 5, 7 or other arrangement or understanding (including any profit-sharing arrangement) 9 hereof, or, with respect to any Stockholder other than the Genstar Investors and their Affiliates, without the prior written approval of Genstar, which approval shall not be unreasonably withheld or consent delayed (but which approval may be conditioned upon the transferee agreeing to be bound by this Agreement); provided, however, that Genstar may withhold such approval in its sole discretion with regard to any proposed Transfer to a Competitor, or an Affiliate of a Competitor, of the Company; provided further that Genstar shall provide each Significant Holder with prompt notice following any such Transfer approval. (b) Any attempt to Transfer any Shares not in compliance with this Agreement shall be null and void and neither the Company nor any transfer agent shall give any effect in the Company's stock records to such attempted Transfer. (c) The restrictions set forth in this Section 2 shall not apply with respect to any Transfer of Shares by any Stockholder (i) to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment Company pursuant to Section 7 or other disposition of Section 5 (any of except Transfers from the foregoing, a “Transfer”Genstar Investors and their Affiliates), (ii) in the case of any Stockholder who is a natural person, pursuant to applicable laws of descent and distribution or all among such Stockholder's Family Group or Affiliates, as applicable, (iii) in the case of the Subject Shares any Stockholder, to its respective officers, directors, employees, partners or any interest thereinmembers or Affiliates, except and (iv) as to any Affiliate Stockholder, pursuant to a Public Sale (each such Transfer collectively referred to herein as a "Permitted Transfer" and each such transferee referred to herein as a "Permitted Transferee"); provided that the restrictions contained in this Section 2 shall continue to be applicable to the Shares after any such Transfer (other than a Transfer to the Company or as provided in Section 2(e) hereof); provided, further that the transferees of such Stockholder who agrees Shares (other than in the case where the Company is the transferee and other than a Transfer pursuant to a Public Sale) shall have agreed in writing to be bound by the terms provisions of this Agreement as affecting the Shares so transferred and shall execute and deliver to the Company and the other Stockholders a Stockholdercounterpart of this Agreement; provided, andhowever, in that notwithstanding the case foregoing, a Transfer to a Competitor, or an Affiliate of stockholders that are individualsa Competitor, to members of the Stockholder’s immediate family Company shall not be a Permitted Transfer. For purposes of this Agreement, "Family Group" means as to any Stockholder who is a natural person his or trusts her spouse, siblings, parents and descendants (whether natural or adopted) and any trust solely for the benefit of such Stockholder or members of such Stockholder’s immediate familyhis or her spouse, (ii) grant any proxies or powers of attorneysiblings, deposit any of the Subject Shares into a voting trust or enter into any other voting arrangement or permit to exist any Lien of any nature whatsoever with respect to the Subject Shares (other than any Liens created by or arising under this Agreement or existing by operation of Law) or (iii) commit or agree to take any of the foregoing actionsparents and/or descendants. (b) Notwithstanding the provisions of Section 3.1(a) of this Agreement, Purchaser acknowledges and agrees that Xxxxxxx (either individually or through an XXX account or other pension account maintained by Xxxxxxx) shall be entitled to sell up to 30,000 shares of Common Stock, whether or not such shares are Subject Shares, and up to 3,000 shares of Preferred Stock during the term of this Agreement under Rule 144 in the open market, free and clear of any of the restrictions contained in this Agreement and the Purchaser agrees that in the event of any such sale, the terms and conditions and any rights created herein in favor of Purchaser shall be void and of no effect whatsoever in the event of any such sale, as pertains to the sale of up to 30,000 shares of Common Stock and 3,000 shares of Preferred Stock by Xxxxxxx.

Restriction on Transfer of Shares. (a) Except as provided with respect to Xxxxxxx in Section 3.1(b) below, such Stockholder Such Shareholder shall not, directly or indirectly: (i) offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by gift) or enter into any contract, option, derivative, hedging or other arrangement or understanding (including any profit-sharing arrangement) with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of any or all of the Subject Common Shares or any interest therein (any of the foregoing, a “Transfer”), any or all of the Subject Shares or any interest therein, except to any Affiliate affiliate of such Stockholder who Shareholder or to another Shareholder, provided in the case of a Transfer to an affiliate that such affiliate agrees in writing to be bound by the terms of this Agreement, or Transfers which occur by operation of law, with the Company’s prior written consent or to Purchaser immediately prior to the Effective Time in accordance with the Contribution Agreement, (ii) grant any proxies or powers of attorney (other than to an affiliate of such Shareholder that agrees in writing to be bound by the terms of this Agreement as a Stockholder, and, in or to another Shareholder or other Shareholders) with respect to the case of stockholders that are individuals, to members of the Stockholder’s immediate family or trusts for the benefit of such Stockholder or members of such Stockholder’s immediate family, (ii) grant any proxies or powers of attorneySubject Common Shares, deposit any of the Subject Common Shares into a voting trust or enter into any other voting arrangement (other than with an affiliate of such Shareholder that agrees in writing to be bound by the terms of this Agreement or with another Shareholder or other Shareholders) or permit to exist any other Lien of any nature whatsoever with respect to the Subject Common Shares (other than any such other Liens created by or arising under this Agreement or existing by operation of Lawlaw), (iii) exercise the right to convert any shares of Class B Common Stock into shares of Class A Common Stock or (iiiiv) commit or agree to take any of the foregoing actions. (b) Notwithstanding anything to the provisions contrary set forth herein, transfers of Section 3.1(a) an aggregate of this Agreement, Purchaser acknowledges and agrees that Xxxxxxx (either individually or through an XXX account or other pension account maintained by Xxxxxxx) shall be entitled to sell up to 30,000 450,000 shares of Class A Common Stock, whether or Stock held of record by the Trust in satisfaction of pecuniary bequests existing on the date hereof shall not such shares are Subject Shares, and up to 3,000 shares of Preferred Stock during the term be a breach of this Agreement under Rule 144 or deemed to be transfers prohibited hereby, provided that contemporaneously with any such transfer, an amount in cash equal to the open market, free and clear of any product of the restrictions contained in this Agreement and the Purchaser agrees that in the event number of any such sale, the terms and conditions and any rights created herein in favor of Purchaser shall be void and of no effect whatsoever in the event of any such sale, as pertains to the sale of up to 30,000 shares of Class A Common Stock and 3,000 shares of Preferred Stock so transferred multiplied by Xxxxxxxthe Merger Consideration is contributed to Purchaser.

Restriction on Transfer of Shares. (a) Except as provided with respect to Xxxxxxx in Section 3.1(b) below2.1(b), such Stockholder shall notprior to June 30, directly or indirectly: (i) offer for sale2006, sell (including short sales)no Former IMPART Shareholder may sell, assign, transfer, tendermortgage, alienate, pledge, encumberhypothecate, assign create or permit to exist a security interest in or lien on, place in trust or in any other way encumber or otherwise dispose of (including any of the foregoing shall constitute a “Transfer,” and the consummation of such being a “Disposition”) any Shares now owned or any interest therein except as expressly permitted by gift) the terms and provisions of this Agreement. The Company shall have no obligation to recognize or enter into accede to any contract, option, derivative, hedging Disposition or other arrangement or understanding (including to register any profit-sharing arrangement) Transfer of Shares on its books unless such Disposition is effected in accordance with the terms and provisions of this Agreement. No Person who purports to be a holder of Shares acquired in violation of the terms and provisions of this Agreement shall be entitled to any rights with respect to or consent such Shares, including any rights to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of (any of the foregoing, a “Transfer”), any or all of the Subject Shares or any interest therein, except to any Affiliate of vote such Stockholder who agrees in writing to be bound by the terms of this Agreement as a Stockholder, and, in the case of stockholders that are individualsShares, to members of the Stockholder’s immediate family receive any dividends declared thereon, or trusts for the benefit of such Stockholder or members of such Stockholder’s immediate family, (ii) grant to receive any proxies or powers of attorney, deposit any of the Subject Shares into a voting trust or enter into any other voting arrangement or permit to exist any Lien of any nature whatsoever notice with respect to the Subject Shares (other than any Liens created by or arising thereto under this Agreement or existing by operation of Law) or (iii) commit or agree to take any of the foregoing actionsotherwise. (b) Notwithstanding the provisions Any Former IMPART Shareholder may Transfer all or a portion of Section 3.1(ahis, her or its Shares to (i) any Person to which such Former IMPART Shareholder shall sell, assign or transfer all or substantially all of this Agreementits assets; (ii) any Affiliate of such Former IMPART Shareholder, Purchaser acknowledges and agrees that Xxxxxxx including, any funds affiliated with such Former IMPART Shareholder; (either individually iii) any member, partner or through an XXX account shareholder of such Former IMPART Shareholder; (iv) any other Former IMPART Shareholder; or other pension account maintained by Xxxxxxx(v) shall be entitled to sell up to 30,000 shares in connection with any sale of Common Stock, whether all or not such shares are Subject Shares, and up to 3,000 shares of Preferred Stock during the term of this Agreement under Rule 144 in the open market, free and clear of any substantially all of the restrictions contained Company’s assets, any Transfer of at least a majority of the Company’s outstanding voting securities (as of immediately prior to such transfer) or any merger or consolidation in which the Company is not the surviving entity (any such transaction, a “Sale Transaction”). If any Former IMPART Shareholder intends to make a Disposition of all or a portion of his, her or its Shares pursuant to this Agreement paragraph, such Former IMPART Shareholder shall give at least fifteen (15) days prior written notice of such proposed Disposition to the Company (except in respect of a Disposition pursuant to clause (v). Any such notice shall specify the number of Shares subject to such proposed Disposition, identify the proposed transferee and state the relationship between such Former IMPART Shareholder and the Purchaser agrees that in the event of any such sale, the terms and conditions and any rights created herein in favor of Purchaser shall be void and of no effect whatsoever in the event of any such sale, as pertains to the sale of up to 30,000 shares of Common Stock and 3,000 shares of Preferred Stock by Xxxxxxxproposed transferee.

Restriction on Transfer of Shares. (a) Except as provided with respect to Xxxxxxx in Section 3.1(b2.1(b) belowand 2.1(c), such Stockholder shall notprior to the Lock Up Expiration Date, directly or indirectly: (i) offer for saleGraziano may not sell, sell (including short sales)assign, transfer, tendermortgage, alienate, pledge, encumberxxxxxxxxate, assign create or permit to exist a security interest in or lien on, place in trust or in any other way encumber or otherwise dispose of (including any of the foregoing shall constitute a "Transfer," and the consummation of such being a "Disposition") any Shares now owned or any interest therein except as expressly permitted by gift) the terms and provisions of this Agreement. The Company shall have no obligation to recognize or enter into accede to any contract, option, derivative, hedging Disposition or other arrangement or understanding (including to register any profit-sharing arrangement) Transfer of Shares on its books unless such Disposition is effected in accordance with the terms and provisions of this Agreement. No Person who purports to be a holder of Shares acquired in violation of the terms and provisions of this Agreement shall be entitled to any rights with respect to or consent such Shares, including any rights to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of (any of the foregoing, a “Transfer”), any or all of the Subject Shares or any interest therein, except to any Affiliate of vote such Stockholder who agrees in writing to be bound by the terms of this Agreement as a Stockholder, and, in the case of stockholders that are individualsShares, to members of the Stockholder’s immediate family receive any dividends declared thereon, or trusts for the benefit of such Stockholder or members of such Stockholder’s immediate family, (ii) grant to receive any proxies or powers of attorney, deposit any of the Subject Shares into a voting trust or enter into any other voting arrangement or permit to exist any Lien of any nature whatsoever notice with respect to the Subject Shares (other than any Liens created by or arising thereto under this Agreement or existing by operation of Law) or (iii) commit or agree to take any of the foregoing actionsotherwise. (b) Notwithstanding the provisions Graziano may Transfer all or a portion of Section 3.1(a) of this Agreement, Purchaser acknowledges and agrees that Xxxxxxx (either individually or through an XXX account his Shares for estate plannxxx xxxxoses to a trust or other pension account maintained entity solely owned and controlled by XxxxxxxGraziano. If Graziano intends to make a Disposition of all or a portixx xx xxs Shaxxx xxxxuant to this paragraph, he shall give at least 30 days prior written notice of such proposed Disposition to the Company. Any such notice shall specify the number of Shares subject to such proposed disposition, identify the proposed transferee and state the relationship between Graziano and the proposed transferee. (c) Notwithstandinx xxx xxovision to the contrary contained herein, on or after the Lock Up Expiration Date, Graziano (or any transferee allowed under Section 2.1(b) xxxxx to which Shares have been transferred) shall be entitled permitted to sell up Transfer or Dispose of the Shares in any lawful manner without notice to 30,000 shares of Common Stock, whether or not such shares are Subject Sharesthe Company unless, and up to 3,000 shares of Preferred Stock during the term of this Agreement under Rule 144 in the open market, free and clear of any of the restrictions contained in this Agreement and the Purchaser agrees that in the event of any such sale, the terms and conditions and any rights created herein in favor of Purchaser shall be void and of no effect whatsoever in the event of any such sale, as pertains to the sale of up to 30,000 shares of Common Stock and 3,000 shares of Preferred Stock extent, required by Xxxxxxxapplicable law.

Restriction on Transfer of Shares. 1.1. Transfers to be Made Only as Permitted by this Agreement. No -------------------------------------------------------- Founder may transfer any Shares (a) Except as provided with respect to Xxxxxxx defined in Section 3.1(b6.1) belowacquired on, such Stockholder shall notbefore or after the date of this Agreement, directly except to his spouse, children, parents or indirectly: (i) offer grandchildren or a trust for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose the benefit of (including by gift) or enter into any contract, option, derivative, hedging or other arrangement or understanding (including any profit-sharing arrangement) with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of (any of the foregoingforegoing (a "Permitted Transferee") or as specifically required or permitted by this Agreement, a “Transfer”)and any purported transfer in any other manner shall be void. In addition, no Permitted Transferee may transfer any or all of the Subject Shares or any interest thereinShares, except as specifically required or permitted by this Agreement, and any purported transfer in any other manner shall be void. No transfer may be made to a Permitted Transferee unless the Permitted Transferee (or his or her custodian or guardian) executes and delivers a written agreement, in form and substance satisfactory to the Company, agreeing to be bound by the provisions of this Agreement, and thereupon such Permitted Transferee shall be deemed a "Shareholder" for all purposes of this Agreement. STAAR may transfer its Shares without any Affiliate restriction whatsoever, other than compliance with Section 3.1 of such Stockholder who agrees in writing this Agreement, compliance with applicable securities laws and the requirement that the transferee agree to be bound by the terms of this Agreement, subject to the same rights and obligations as STAAR. Any person to whom STAAR transfers its Shares under this Agreement shall be deemed a "Shareholder" for all purposes. The Company shall not issue any shares of common stock (including upon exercise of options issued by the Company) unless the person to whom such shares are issued executes and delivers a written agreement, in form and substance satisfactory to STAAR, agreeing to be bound by the provisions of this Agreement as a Stockholder, and, in the case of stockholders that are individuals, to members of the Stockholder’s immediate family or trusts for the benefit of such Stockholder or members of such Stockholder’s immediate family, (ii) grant any proxies or powers of attorney, deposit any of the Subject Shares into a voting trust or enter into any other voting arrangement or permit to exist any Lien of any nature whatsoever with respect to the Subject Shares (other than any Liens created by or arising under this Agreement or existing by operation of Law) or (iii) commit or agree to take any of the foregoing actionsShareholder. (b) Notwithstanding the provisions of Section 3.1(a) of this Agreement, Purchaser acknowledges and agrees that Xxxxxxx (either individually or through an XXX account or other pension account maintained by Xxxxxxx) shall be entitled to sell up to 30,000 shares of Common Stock, whether or not such shares are Subject Shares, and up to 3,000 shares of Preferred Stock during the term of this Agreement under Rule 144 in the open market, free and clear of any of the restrictions contained in this Agreement and the Purchaser agrees that in the event of any such sale, the terms and conditions and any rights created herein in favor of Purchaser shall be void and of no effect whatsoever in the event of any such sale, as pertains to the sale of up to 30,000 shares of Common Stock and 3,000 shares of Preferred Stock by Xxxxxxx.

Restriction on Transfer of Shares. (a) Except as provided with respect to Xxxxxxx in Section 3.1(b) below2.1(b), such prior to August ___, 2009, no Former Helio Stockholder shall notmay sell, directly or indirectly: (i) offer for sale, sell (including short sales)assign, transfer, tendermortgage, alienate, pledge, encumberhypothecate, assign create or permit to exist a security interest in or lien on, place in trust or in any other way encumber or otherwise dispose of (including any of the foregoing shall constitute a “Transfer,” and the consummation of such being a “Disposition”) any Shares now owned or any interest therein except as expressly permitted by gift) the terms and provisions of this Agreement. The Company shall have no obligation to recognize or enter into accede to any contract, option, derivative, hedging Disposition or other arrangement or understanding (including to register any profit-sharing arrangement) Transfer of Shares on its books unless such Disposition is effected in accordance with the terms and provisions of this Agreement. No Person who purports to be a holder of Shares acquired in violation of the terms and provisions of this Agreement shall be entitled to any rights with respect to such Shares, including any rights to vote such Shares, to receive any dividends declared thereon, or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of (receive any of the foregoing, a “Transfer”), any or all of the Subject Shares or any interest therein, except to any Affiliate of such Stockholder who agrees in writing to be bound by the terms of notice with respect thereto under this Agreement as or otherwise. (b) Any Former Helio Stockholder may Transfer all or a portion of his, her or its Shares to (i) any other Former Helio Stockholder, and, in the case of stockholders that are individuals, to members of the Stockholder’s immediate family or trusts for the benefit of such Stockholder or members of such Stockholder’s immediate family, (ii) grant a trust, spouse, child, parent or sibling for bona fide estate planning purposes, (iii) in connection with any proxies sale of all or powers of attorney, deposit any substantially all of the Subject Shares into Company’s assets, any transfer of at least a majority of the Company’s outstanding voting trust securities (as of immediately prior to such transfer) or enter into any other voting arrangement merger or permit to exist consolidation in which the Company is not the surviving entity (any Lien such transaction, a “Sale Transaction”), or (iv) in connection with its exercise of any nature whatsoever with respect demand, “piggy-back” or similar registration rights. If any Former Helio Stockholder intends to make a Disposition of all or a portion of his, her or its Shares pursuant to this paragraph, such Former Helio Stockholder shall give at least 15 days prior written notice of such proposed Disposition to the Subject Shares Company (other than any Liens created by or arising under this Agreement or existing by operation except in respect of Lawa Disposition pursuant to clauses (ii) or (iii) commit or agree above). Any such notice shall specify the number of Shares subject to take any of such proposed disposition, identify the foregoing actions. (b) Notwithstanding proposed transferee and state the provisions of Section 3.1(a) of this Agreement, Purchaser acknowledges and agrees that Xxxxxxx (either individually or through an XXX account or other pension account maintained by Xxxxxxx) shall be entitled to sell up to 30,000 shares of Common Stock, whether or not relationship between such shares are Subject Shares, and up to 3,000 shares of Preferred Stock during the term of this Agreement under Rule 144 in the open market, free and clear of any of the restrictions contained in this Agreement Former Helio Stockholder and the Purchaser agrees that in the event of any such sale, the terms and conditions and any rights created herein in favor of Purchaser shall be void and of no effect whatsoever in the event of any such sale, as pertains to the sale of up to 30,000 shares of Common Stock and 3,000 shares of Preferred Stock by Xxxxxxxproposed transferee.