Common use of Restriction on Transferring Subject Securities Clause in Contracts

Restriction on Transferring Subject Securities. (a) The Shareholder agrees that it shall not, during the Voting Period, Transfer, or cause or permit the Transfer of, any or all of the Subject Shares, or any voting rights with respect thereto. (b) The restrictions set forth in Section 3.1(a) shall not apply to: (i) the Transfer of the Subject Shares pursuant to the Second Merger; (ii) any Transfer by the Shareholder of any or all of the Subject Shares that is approved in writing by Mercury; or (iii) any Transfer by the Shareholder of any or all of the Subject Shares to one or more Affiliates of the Shareholder; provided that (x) such Affiliate shall concurrently with such Transfer execute a customary joinder in form and substance reasonably satisfactory to Mercury agreeing to be a “Shareholder” hereunder, and (y) the Shareholder shall be responsible for such transferee’s (and its direct or indirect subsequent transferees’) performance of its (or their) obligations as a Shareholder under this Section 3.1. (c) The Shareholder agrees with, and covenants to, New Holdco and Mercury that the Shareholder shall not request that Xxxxx register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any or all of the Shareholder’s Subject Shares, unless such Transfer is made in compliance with this Agreement. (d) Any Transfer or attempted Transfer of the Subject Shares or voting rights with respect thereto in violation of Section 3.1 shall, to the fullest extent permitted by Law, be null and void ab initio, and Xxxxx shall not, and shall instruct its transfer agent and other third parties not to, record or recognize any such purported transaction on the share register of Xxxxx.

Restriction on Transferring Subject Securities. (a) The Each Shareholder agrees that it such Shareholder shall not, during the Voting Period, Transfer, or cause or permit the Transfer of, any or all of the such Shareholder’s Subject Shares, or any voting rights with respect thereto. (b) The restrictions set forth in Section 3.1(a) shall not apply to: (i) the Transfer of the Subject Shares pursuant to the Second Merger; (ii) any the Transfer by the Shareholder of any or all of the Subject Shares that is approved in writing by Mercury; orMontage; (iii) any Transfer by of up to 100,000 Subject Shares in the Shareholder aggregate either (x) in transactions that would be consistent with the requirements of Rule 144(e) and Rule 144(f) under the Securities Act, or (y) pursuant to another exemption from registration under the Securities Act; or (iv) any or all Transfer of the Subject Shares to one or more Affiliates of the ShareholderTransferring Shareholder or to any person who is a Permitted Transferee of Subject Shares; provided that (x) such Affiliate or Permitted Transferee shall concurrently with such Transfer execute a customary joinder in form and substance reasonably satisfactory to Mercury Montage agreeing to be a “Shareholder” hereunderhereunder if such Affiliate or Permitted Transferee is not already a party to this Agreement, and (y) the Shareholder that beneficially owns the Transferred Subject Shares shall be responsible for such transferee’s (and its direct or indirect subsequent transferees’) performance of its (or their) obligations as a Shareholder under this Section 3.13.1 and (z) if such Transfer is of Subject Shares that are shares of Marigold Class B Common Stock, such Transfer will not result in the conversion of such shares of Marigold Class B Common Stock into shares of Marigold Common Stock. (c) The Each Shareholder agrees with, and covenants to, New Holdco and Mercury Montage that the such Shareholder shall not request that Xxxxx Marigold register the transfer Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any or all of the Shareholder’s Subject Shares, unless such Transfer is made in compliance with this Agreement. (d) Any Transfer or attempted Transfer of the Subject Shares or voting rights with respect thereto in violation of this Section 3.1 shall, to the fullest extent permitted by Law, be null and void ab initio, and Xxxxx Marigold shall not, and shall instruct its transfer agent and other third parties not to, record or recognize any such purported transaction on the share register of XxxxxMarigold.

Restriction on Transferring Subject Securities. (a) The Subject to Section 3.1(b), each Shareholder agrees that it such Shareholder shall not, during the Voting Periodperiod from and including the date of this Agreement through and including the earlier to occur of (i) the date the Constellation Requisite Vote shall have been obtained and (ii) the termination of the Merger Agreement in accordance with its terms, Transfer, or cause or permit the Transfer of, any or all of the such Shareholder’s Subject Shares, or any voting rights with respect thereto. (b) The restrictions set forth in Section 3.1(a) shall not apply to: (i) the any Transfer of the Subject Shares pursuant to the Second Merger; (ii) any Transfer by the Shareholder of any or all of the Subject Shares that is approved in writing by Mercury; orPolaris and Sirius; (ii) in the case of any Shareholder that is a natural person, any Transfer of Subject Shares by will or the laws of intestacy; (iii) any the Transfer by of Subject Shares as a bona fide gift or gifts; (iv) the Shareholder Transfer of any some or all of the Subject Shares to one any trust, partnership, corporation or more Affiliates limited liability company established and held for the direct or indirect benefit of the ShareholderShareholder or his family members; (v) the Transfer of some or all Subject Shares to Constellation to satisfy any indemnification obligations of the Shareholder under the Contribution Agreement Documents; (vi) the Transfer of a number of Subject Shares sufficient for the Shareholder to realize an amount of cash on an after-tax basis equal to any and all taxes that apply to the issuance or vesting of any Subject Shares or options, warrants or other rights to acquire additional Constellation Shares; and (vii) the conversion of shares of Class B Common Stock into shares of Class A Common Stock. provided that that, in the case of Transfers described in clauses (xi) such Affiliate – (iv) of this Section 3.1(b), the transferee shall concurrently with such Transfer execute a customary joinder in form and substance reasonably satisfactory to Mercury Polaris and Sirius agreeing to be a “Shareholder” hereunder, hereunder (if such transferee is not already a party to this Agreement) and (y) the Shareholder shall be responsible for such transferee’s (and its direct or indirect subsequent transferees’) performance of its (or their) to perform all obligations as a Shareholder under pursuant to this Section 3.1Agreement with respect to the Subject Shares. (c) The Each Shareholder agrees with, and covenants to, New Holdco Polaris and Mercury Sirius that the such Shareholder shall not request that Xxxxx Constellation register the transfer Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any or all of the Shareholder’s Subject Shares, unless such Transfer is made in compliance with this Agreement. (d) Any Transfer or attempted Transfer of the Subject Shares or voting rights with respect thereto in violation of this Section 3.1 shall, to the fullest extent permitted by Law, be null and void ab initio, and Xxxxx shall not, and shall instruct its transfer agent and other third parties not to, record or recognize any such purported transaction on the share register of Xxxxx.

Restriction on Transferring Subject Securities. (a) The Each Shareholder agrees that it such Shareholder shall not, during the Voting Period, Transfer, or cause or permit the Transfer of, any or all of the such Shareholder’s Subject Shares, or any voting rights with respect thereto. (b) The restrictions set forth in Section 3.1(a) shall not apply to: (i) the Transfer of the a Shareholder’s Subject Shares pursuant to the Second Merger; (ii) any Transfer by the any Shareholder of any or all of the such Shareholder’s Subject Shares that is approved in writing by Mercury; or; (iii) any Transfer by the any Shareholder of any or all of such Shareholder’s Subject Shares either (x) in transactions that would be consistent with the requirements of Rule 144(e) and Rule 144(f) under the Securities Act or (y) to the limited or general partners of such Shareholder in full or partial liquidation of such Shareholder in accordance with the applicable provisions of the governing documents of such Shareholder, so long as the aggregate number of Subject Shares Transferred under this Section 3.1(b)(iii) does not exceed 3,000,000; (iv) any Transfer by any Shareholder of any or all of such Shareholder’s Subject Shares to one or more investment funds that are Affiliates of the such Shareholder; provided that (x) if any such Affiliate investment fund is not already a Shareholder hereunder, such investment fund shall concurrently with such Transfer execute a customary joinder in form and substance reasonably satisfactory to Mercury agreeing to be a “Shareholder” hereunder, and (y) the transferring Shareholder shall be responsible for such transferee’s (and its direct or indirect subsequent transferees’) performance of its (or their) obligations as a Shareholder under this Section 3.1; or (v) the 5,400 restricted Xxxxx Class A Shares referenced on Schedule A attached hereto held by Xxxx X. Xxxx. (c) The Each Shareholder agrees with, and covenants to, New Holdco and Mercury that the such Shareholder shall not request that Xxxxx register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any or all of the Shareholder’s Subject Shares, unless such Transfer is made in compliance with this Agreement. (d) Any Transfer or attempted Transfer of the Subject Shares or voting rights with respect thereto in violation of Section 3.1 shall, to the fullest extent permitted by Law, be null and void ab initio, and Xxxxx shall not, and shall instruct its transfer agent and other third parties not to, record or recognize any such purported transaction on the share register of Xxxxx.

Restriction on Transferring Subject Securities. (a) The Each Shareholder agrees that it such Shareholder shall not, during the Voting Periodperiod from and including the date of this Agreement through and including the earlier to occur of (i) the date the Required Montage Vote shall have been obtained, and (ii) the termination of the Merger Agreement in accordance with its terms, Transfer, or cause or permit the Transfer of, any or all of the such Shareholder’s Subject Shares, or any voting rights with respect thereto. (b) The restrictions set forth in Section 3.1(a) shall not apply to: (i) the any Transfer of the Subject Shares pursuant to the Second Merger; (ii) any Transfer by the Shareholder of any or all of the Subject Shares that is approved in writing by MercuryMarigold; or (iiiii) any Transfer by the Shareholder of any or all of the Subject Shares to one or more Affiliates of the Shareholder; Shares, provided that (x) such Affiliate the transferee shall concurrently with such Transfer execute a customary joinder in form and substance reasonably satisfactory to Mercury Marigold agreeing to be a “Shareholder” hereunderhereunder if such transferee is not already a party to this Agreement, provided that the transferee’s obligations under this Agreement shall terminate on the earlier to occur of (1) the date the Required Montage Vote shall have been obtained, and (2) the termination of the Merger Agreement in accordance with its terms, (y) the Shareholder that beneficially owns the Transferred Subject Shares prior to the Transfer shall be responsible for such transferee’s (and its direct or indirect subsequent transferees’) performance of its (or their) obligations as a Shareholder under this Section 3.1, and (z) any such Transfer of Subject Shares will not result in the conversion of such shares of Montage Voting Common Stock into shares of Montage Non-Voting Common Stock. (c) The Each Shareholder agrees with, and covenants to, New Holdco and Mercury Marigold that the such Shareholder shall not request that Xxxxx Montage register the transfer Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any or all of the Shareholder’s Subject Shares, unless such Transfer is made in compliance with this Agreement. (d) Any Transfer or attempted Transfer of the Subject Shares or voting rights with respect thereto in violation of this Section 3.1 shall, to the fullest extent permitted by Law, be null and void ab initio, and Xxxxx Montage shall not, and shall instruct its transfer agent and other third parties not to, record or recognize any such purported transaction on the share register of XxxxxMontage.

Restriction on Transferring Subject Securities. (a) The Each Shareholder agrees that it such Shareholder shall not, during the Voting Periodperiod from and including the date of this Agreement through and including the earlier to occur of (i) the date the Required Marigold Vote shall have been obtained, and (ii) the termination of the Merger Agreement in accordance with its terms, Transfer, or cause or permit the Transfer of, any or all of the such Shareholder’s Subject Shares, or any voting rights with respect thereto. (b) The restrictions set forth in Section 3.1(a) shall not apply to: (i) the any Transfer by any Shareholder of the any or all of such Shareholder’s Subject Shares pursuant to the Second Mergerthat is approved in writing by Montage; (ii) any Transfer by the any Shareholder of any or all of the such Shareholder’s Subject Shares that is approved either (x) in writing by Mercury; oropen market or other transactions or (y) to the limited or general partners of such Shareholder in full or partial liquidation of such Shareholder in accordance with the applicable provisions of the governing documents of such Shareholder, so long as the aggregate number of Subject Shares Transferred under this Section 3.1(b)(ii)(x) and (y) does not exceed 3,500,000; (iii) any Transfer by the any Shareholder of any or all of the such Shareholder’s Subject Shares to one or more investment funds that are Affiliates of the such Shareholder; provided that (x) if any such Affiliate investment fund is not already a Shareholder hereunder, such investment fund shall concurrently with such Transfer execute a customary joinder in form and substance reasonably satisfactory to Mercury Montage agreeing to be a “Shareholder” hereunder, and (y) the transferring Shareholder shall be responsible for such transferee’s (and its direct or indirect subsequent transferees’) performance of its (or their) obligations as a Shareholder under this Section 3.1; (iv) any Transfer of Subject Shares, provided that (x) the transferee shall concurrently with such Transfer execute a customary joinder in form and substance reasonably satisfactory to Montage agreeing to be a “Shareholder” hereunder if such transferee is not already a party to this Agreement, (y) the Shareholder that beneficially owns the Transferred Subject Shares prior to the Transfer shall be responsible for such transferee’s (and its direct or indirect subsequent transferees’) performance of its (or their) obligations as a Shareholder under this Section 3.1, and (z) any such Transfer of Subject Shares will not result in the conversion of such shares of Marigold Voting Common Stock into shares of Marigold Non-Voting Common Stock; or (v) the 9,404 shares of Marigold Voting Common Stock referenced on Schedule A attached hereto as subject to deferred stock units and the 73,570 shares of Marigold Voting Common Stock referenced on Schedule A attached hereto as subject to options held by Xxxx X. Xxxx. (c) The Each Shareholder agrees with, and covenants to, New Holdco and Mercury Montage that the such Shareholder shall not request that Xxxxx Marigold register the transfer Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any or all of the Shareholder’s Subject Shares, unless such Transfer is made in compliance with this Agreement. (d) Any Transfer or attempted Transfer of the Subject Shares or voting rights with respect thereto in violation of this Section 3.1 shall, to the fullest extent permitted by Law, be null and void ab initio, and Xxxxx Marigold shall not, and shall instruct its transfer agent and other third parties not to, record or recognize any such purported transaction on the share register of XxxxxMarigold.

Restriction on Transferring Subject Securities. (a) The Subject to Section 3.1(b), each Shareholder agrees that it such Shareholder shall not, (A) with respect to the Sirius Subject Securities, during the Voting Periodperiod from and including the date of this Agreement through and including the earlier to occur of (i) the date the Sirius Requisite Vote shall have been obtained and (ii) the termination of the Merger Agreement in accordance with its terms, and (B) with respect to the Polaris Subject Securities, during the period from and including the date of this Agreement through and including the earlier to occur of (i) the date the Polaris Requisite Vote shall have been obtained and (ii) the termination of the Merger Agreement in accordance with its terms, Transfer, or cause or permit the Transfer of, any or all of the such Shareholder’s applicable Subject Shares, or any voting rights with respect thereto. (b) The restrictions set forth in Section 3.1(a) shall not apply to: (i) the any Transfer of the Subject Shares pursuant to the Second Merger; (ii) any Transfer by the Shareholder of any or all of the Subject Shares that is approved in writing by Mercury; orConstellation; (ii) in the case of any Shareholder that is a natural person, any Transfer of Subject Shares by will or the laws of intestacy; (iii) any the Transfer by of Subject Shares as a bona fide gift or gifts; (iv) the Shareholder Transfer of any some or all of the Subject Shares to one any trust, partnership, corporation or more Affiliates limited liability company established and held for the direct or indirect benefit of the ShareholderShareholder or his family members; (v) the Transfer of a number of Subject Shares sufficient for the Shareholder to realize an amount of cash on an after-tax basis equal to any and all taxes that apply to the issuance or vesting of any Subject Shares or options, warrants or other rights to acquire additional Polaris Shares or Sirius Shares; and (vi) the conversion of shares of Polaris Performance Common Stock into shares of Polaris Common Stock. provided that that, in the case of Transfers described in clauses (xi) such Affiliate – (v) of this Section 3.1(b), the transferee shall concurrently with such Transfer execute a customary joinder in form and substance reasonably satisfactory to Mercury Constellation agreeing to be a “Shareholder” hereunder, hereunder (if such transferee is not already a party to this Agreement) and (y) the Shareholder shall be responsible for such transferee’s (and its direct or indirect subsequent transferees’) performance of its (or their) to perform all obligations as a Shareholder under pursuant to this Section 3.1Agreement with respect to the Subject Shares. (c) The Each Shareholder agrees with, and covenants to, New Holdco and Mercury Constellation that the such Shareholder shall not request that Xxxxx Sirius or Polaris register the transfer Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any or all of the Shareholder’s Subject Shares, unless such Transfer is made in compliance with this Agreement. (d) Any Transfer or attempted Transfer of the Subject Shares or voting rights with respect thereto in violation of this Section 3.1 shall, to the fullest extent permitted by Law, be null and void ab initio, and Xxxxx shall not, and shall instruct its transfer agent and other third parties not to, record or recognize any such purported transaction on the share register of Xxxxx.

Restriction on Transferring Subject Securities. (a) The Each Shareholder agrees that it such Shareholder shall not, during the Voting Period, Transfer, or cause or permit the Transfer of, any or all of the such Shareholder’s Subject Shares, or any voting rights with respect thereto. (b) The restrictions set forth in Section 3.1(a) shall not apply to: (i) the Transfer of the Subject Shares pursuant to the Second Merger; (ii) any the Transfer by the Shareholder of any or all of the Subject Shares that is approved in writing by Mercury; orParent; (iii) any Transfer by of up to 100,000 Subject Shares in the Shareholder aggregate; or (iv) any Transfer of any or all of the Subject Shares to one or more Affiliates of the ShareholderTransferring Shareholder or to any person who is a Permitted Transferee of Subject Shares; provided that (x) such Affiliate or Permitted Transferee shall concurrently with such Transfer execute a customary joinder in form and substance reasonably satisfactory to Mercury Parent agreeing to be a “Shareholder” hereunder, and (y) the Shareholder shall be responsible for hereunder if such transferee’s (and its direct Affiliate or indirect subsequent transferees’) performance of its (or their) obligations as Permitted Transferee is not already a Shareholder under party to this Section 3.1Agreement. (c) The Each Shareholder agrees with, and covenants to, New Holdco and Mercury Parent that the such Shareholder shall not request that Xxxxx the Company register the transfer Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any or all of the Shareholder’s Subject Shares, unless such Transfer is made in compliance with this Agreement. (d) Any Transfer or attempted Transfer of the Subject Shares or voting rights with respect thereto in violation of this Section 3.1 shall, to the fullest extent permitted by Law, be null and void ab initio, and Xxxxx the Company shall not, and shall instruct its transfer agent and other third parties not to, record or recognize any such purported transaction on the share register of Xxxxxthe Company.