Common use of Restrictions on Resales Clause in Contracts

Restrictions on Resales. Stockholder understands that, in addition to the restrictions imposed under Section 2 of this Affiliate Agreement, the provisions of Rule 145 currently limit Stockholder's public resales of Merger Securities, in the manner set forth in subsections (i), (ii) and (iii) below, until such time as Stockholder has beneficially owned, within the meaning of Rule 144(d) under the 1933 Act, the Merger Securities for a period of at least one (1) year (or in some cases two (2) years) after the Effective Time of the Merger, and thereafter if and for so long as Stockholder is an affiliate of Newco: (i) 145(d)(1). Unless and until the restriction "cut-off' --------- provisions of Rule 145(d)(2) or Rule 145(d)(3) set forth below become available, public resales of Merger Securities may be made by Stockholder only in compliance with the requirements of Rule 145(d)(1). Rule 145(d) (1) permits such resales only: (i) if Newco meets the public information requirements of Rule 144(c); (ii) in brokers' transactions or in transactions with a market maker; and (iii) where the aggregate number of Merger Securities sold at any time together with all sales of restricted Newco Common Stock sold by or for Stockholder's account during the preceding three-month period does not exceed the greater of: (A) one percent (1%) of the shares of Newco Common Stock outstanding as shown by the most recent report or statement published by Newco; or (B) the average weekly volume of trading in Newco Common Stock on all national securities exchanges, or reported through the automated quotation system of a registered securities association, during the four calendar weeks preceding the date of receipt of the order to execute the sale. (ii) 145(d)(2). Stockholder may make unrestricted resales of Merger --------- Securities pursuant to Rule 145(d)(2) if: (i) Stockholder has beneficially owned (within the meaning of Rule 144(d) under the 0000 Xxx) the Merger Securities for at least one (1) year after the Effective Time of the Merger; (ii) Stockholder is not an affiliate of Newco; and (iii) Newco meets the public information requirements of Rule 144(c). (iii) 145(d)(3). Stockholder may make unrestricted resales of Merger --------- Securities pursuant to Rule 145(d)(3) if Stockholder has beneficially owned (within the meaning of Rule 144(d) under the 0000 Xxx) the Merger Securities for at least two (2) years after the Effective Time of the Merger and is not, and has not been for at least three (3) months, an affiliate of Newco. INDUS and Newco each acknowledge that the provisions of Section 2.2(vi) of this Affiliate Agreement will be satisfied as to any sale by the undersigned of the Merger Securities pursuant to Rule 145(d), by a broker's letter and a letter from Stockholder with respect to that sale stating either that (i) each of the above-described requirements of Rule 145(d)(1) has been met or (ii) are inapplicable by virtue of Rule 145(d)(2) or Rule 145(d)(3) and each of the above-described requirements of Rule 145(d)(2) or (d)(3) (as applicable) have been met; provided that in each case Newco has no reasonable basis to believe such sales were not made in compliance with such provisions of Rule 145(d).

Restrictions on Resales. Stockholder understands that, in addition to the restrictions imposed under Section 2 of this Affiliate Agreement, the provisions of Rule 145 currently limit Stockholder's public resales of Merger Securities, in the manner set forth in subsections (i), (ii) and (iii) below, until such time as Stockholder has beneficially owned, within the meaning of Rule 144(d) under the 1933 Act, the Merger Securities for a period of at least one (1) year (or in some cases two (2) years) after the Effective Time of the Merger, and thereafter if and for so long as Stockholder is an affiliate of Newco: (i) 145(d)(1). Unless and until the restriction "cut-off' " --------- provisions of Rule 145(d)(2) or Rule 145(d)(3) set forth below become available, public resales of Merger Securities may be made by Stockholder only in compliance with the requirements of Rule 145(d)(1). Rule 145(d) (1) permits such resales only: (i) if Newco meets the public information requirements of Rule 144(c); (ii) in brokers' transactions or in transactions with a market maker; and (iii) where the aggregate number of Merger Securities sold at any time together with all sales of restricted Newco Common Stock sold by or for Stockholder's account during the preceding three-month period does not exceed the greater of: (A) one percent (1%) of the shares of Newco Common Stock outstanding as shown by the most recent report or statement published by Newco; or (B) the average weekly volume of trading in Newco Common Stock on all national securities exchanges, or reported through the automated quotation system of a registered securities association, during the four calendar weeks preceding the date of receipt of the order to execute the sale. (ii) 145(d)(2). Stockholder may make unrestricted resales of --------- Merger --------- Securities pursuant to Rule 145(d)(2) if: (i) Stockholder has beneficially owned (within the meaning of Rule 144(d) under the 0000 Xxx) the Merger Securities for at least one (1) year after the Effective Time of the Merger; (ii) Stockholder is not an affiliate of Newco; and (iii) Newco meets the public information requirements of Rule 144(c). (iii) 145(d)(3). Stockholder may make unrestricted resales of --------- Merger --------- Securities pursuant to Rule 145(d)(3) if Stockholder has beneficially owned (within the meaning of Rule 144(d) under the 0000 Xxx) the Merger Securities for at least two (2) years after the Effective Time of the Merger and is not, and has not been for at least three (3) months, an affiliate of Newco. INDUS and Newco each acknowledge that the provisions of Section 2.2(vi) of this Affiliate Agreement will be satisfied as to any sale by the undersigned of the Merger Securities pursuant to Rule 145(d), by a broker's letter and a letter from Stockholder with respect to that sale stating either that (i) each of the above-described requirements of Rule 145(d)(1) has been met or (ii) are inapplicable by virtue of Rule 145(d)(2) or Rule 145(d)(3) and each of the above-described requirements of Rule 145(d)(2) or (d)(3) (as applicable) have been met; provided that in each case Newco has no reasonable basis to believe such sales were not made in compliance with such provisions of Rule 145(d).

Restrictions on Resales. Stockholder Shareholder understands that, in addition to the restrictions imposed under Section 2 of this Affiliate Agreement, the provisions of Rule 145 currently limit StockholderShareholder's public resales of Merger Securities, in the manner set forth in subsections (i), (ii) and (iii) below, until such time as Stockholder Shareholder has beneficially owned, within the meaning of Rule 144(d) under the 1933 Act, the Merger Securities for a period of at least one (1) year (or in some cases two (2) years) after the Effective Time of the Merger, and thereafter if and for so long as Stockholder Shareholder is an affiliate of Newco: (i) 145(d)(1). Unless and until the restriction "cut-off' " --------- provisions of Rule 145(d)(2) or Rule 145(d)(3) set forth below become available, public resales of Merger Securities may be made by Stockholder Shareholder only in compliance with the requirements of Rule 145(d)(1). Rule 145(d) (1) permits such resales only: (i) if Newco meets the public information requirements of Rule 144(c); (ii) in brokers' transactions or in transactions with a market maker; and (iii) where the aggregate number of Merger Securities sold at any time together with all sales of restricted Newco Common Stock sold by or for StockholderShareholder's account during the preceding three-month period does not exceed the greater of: (A) one percent (1%) of the shares of Newco Common Stock outstanding as shown by the most recent report or statement published by Newco; or (B) the average weekly volume of trading in Newco Common Stock on all national securities exchanges, or reported through the automated quotation system of a registered securities association, during the four calendar weeks preceding the date of receipt of the order to execute the sale. (ii) 145(d)(2). Stockholder Shareholder may make unrestricted resales of --------- Merger --------- Securities pursuant to Rule 145(d)(2) if: (i) Stockholder Shareholder has beneficially owned (within the meaning of Rule 144(d) under the 0000 Xxx) the Merger Securities for at least one (1) year after the Effective Time of the Merger; (ii) Stockholder Shareholder is not an affiliate of Newco; and (iii) Newco meets the public information requirements of Rule 144(c). (iii) 145(d)(3). Stockholder Shareholder may make unrestricted resales of --------- Merger --------- Securities pursuant to Rule 145(d)(3) if Stockholder Shareholder has beneficially owned (within the meaning of Rule 144(d) under the 0000 Xxx) the Merger Securities for at least two (2) years after the Effective Time of the Merger and is not, and has not been for at least three (3) months, an affiliate of Newco. INDUS and Newco each acknowledge acknowledges that the provisions of Section 2.2(vi2.2(v) of this Affiliate Agreement will be satisfied as to any sale by the undersigned of the Merger Securities pursuant to Rule 145(d), by a broker's letter and a letter from Stockholder Shareholder with respect to that sale stating either that (i) each of the above-described requirements of Rule 145(d)(1) has been met or (ii) are inapplicable by virtue of Rule 145(d)(2) or Rule 145(d)(3) and each of the above-described requirements of Rule 145(d)(2) or (d)(3) (as applicable) have been met; provided that in each case Newco has no reasonable basis to believe such sales were not made in compliance with such provisions of Rule 145(d).

Restrictions on Resales. Stockholder Shareholder understands that, in addition to the restrictions imposed under Section 2 3 of this Affiliate Agreement, the provisions of Rule 145 currently limit StockholderShareholder's public resales of Merger Securities, in the manner set forth in subsections (i), (ii) and (iii) below, until such time as Stockholder Shareholder has beneficially owned, within the meaning of Rule 144(d) under the 1933 Act, the Merger Securities for a period of at least one two (12) year years (or in some cases two three (23) years) after the Effective Time of the Merger, and thereafter if and for so long as Stockholder Shareholder is an affiliate of Newco: (i) 145(d)(1). Unless and until the restriction "cut-off' --------- " provisions of Rule 145(d)(2) or Rule 145(d)(3) set forth below become available, public resales of Merger Securities may be made by Stockholder Shareholder only in compliance with the requirements of Rule 145(d)(1). Rule 145(d) (1) permits such resales only: (i) if Newco meets the public information requirements of Rule 144(c); (ii) in brokers' transactions or in transactions with a market maker; and (iii) where the aggregate number of Merger Securities sold at any time together with all sales of restricted Newco Common Stock sold by or for StockholderShareholder's account during the preceding three-month period does not exceed the greater of: (A) one percent (1%) of the shares of Newco Common Stock outstanding as shown by the most recent report or statement published by Newco; or (B) the average weekly volume of trading in Newco Common Stock on all national securities exchanges, or reported through the automated quotation system of a registered securities association, during the four calendar weeks preceding the date of receipt of the order to execute the sale. (ii) 145(d)(2). Stockholder Shareholder may make unrestricted resales of Merger --------- Securities pursuant to Rule 145(d)(2) if: (i) Stockholder Shareholder has beneficially owned (within the meaning of Rule 144(d) under the 0000 1933 Xxx) the xxe Merger Securities for at least one two (12) year years after the Effective Time of the Merger; (ii) Stockholder Shareholder is not an affiliate of Newco; and (iii) Newco meets the public information requirements of Rule 144(c). (iii) 145(d)(3). Stockholder Shareholder may make unrestricted resales of Merger --------- Securities pursuant to Rule 145(d)(3) if Stockholder Shareholder has beneficially owned (within the meaning of Rule 144(d) under the 0000 Xxx) the Merger Securities for at least two (2) years after the Effective Time of the Merger and is not, and has not been for at least three (3) months, an affiliate of Newco. INDUS VERITAS and Newco each acknowledge acknowledges that the provisions of Section 2.2(vi3.2(vi) of this Affiliate Agreement will be satisfied as to any sale by the undersigned of the Merger Securities pursuant to Rule 145(d), by a broker's letter and a letter from Stockholder Shareholder with respect to that sale stating either that (i) each of the above-described requirements of Rule 145(d)(1) has been met or (ii) are inapplicable by virtue of Rule 145(d)(2) or Rule 145(d)(3) and each of the above-described requirements of Rule 145(d)(2) or (d)(3) (as applicable) have been met; provided that in each case Newco has no reasonable basis to believe such sales were not made in compliance with such provisions of Rule 145(d).

Restrictions on Resales. Stockholder Shareholder understands that, in addition to the restrictions imposed under Section 2 of this Affiliate Agreement, the provisions of Rule 145 currently limit StockholderShareholder's public resales of Merger Securities, in the manner set forth in subsections (i), (ii) and (iii) below, until such time as Stockholder Shareholder has beneficially owned, within the meaning of Rule 144(d) under the 1933 Act, the Merger Securities for a period of at least one (1) year (or in some cases two (2) years) after the Effective Time of the Merger, and thereafter if and for so long as Stockholder Shareholder is an affiliate of Newco: (i) 145(d)(1). Unless and until the restriction "cut-off' " provisions --------- provisions of Rule 145(d)(2) or Rule 145(d)(3) set forth below become available, public resales of Merger Securities may be made by Stockholder Shareholder only in compliance with the requirements of Rule 145(d)(1). Rule 145(d) (1) permits such resales only: (i) if Newco meets the public information requirements of Rule 144(c); (ii) in brokers' transactions or in transactions with a market maker; and (iii) where the aggregate number of Merger Securities sold at any time together with all sales of restricted Newco Common Stock sold by or for StockholderShareholder's account during the preceding three-month period does not exceed the greater of: (A) one percent (1%) of the shares of Newco Common Stock outstanding as shown by the most recent report or statement published by Newco; or (B) the average weekly volume of trading in Newco Common Stock on all national securities exchanges, or reported through the automated quotation system of a registered securities association, during the four calendar weeks preceding the date of receipt of the order to execute the sale. (ii) 145(d)(2). Stockholder Shareholder may make unrestricted resales of --------- Merger --------- Securities pursuant to Rule 145(d)(2) if: (i) Stockholder Shareholder has beneficially owned (within the meaning of Rule 144(d) under the 0000 Xxx) the Merger Securities for at least one (1) year after the Effective Time of the Merger; (ii) Stockholder Shareholder is not an affiliate of Newco; and (iii) Newco meets the public information requirements of Rule 144(c). (iii) 145(d)(3). Stockholder Shareholder may make unrestricted resales of --------- Merger --------- Securities pursuant to Rule 145(d)(3) if Stockholder Shareholder has beneficially owned (within the meaning of Rule 144(d) under the 0000 Xxx) the Merger Securities for at least two (2) years after the Effective Time of the Merger and is not, and has not been for at least three (3) months, an affiliate of Newco. INDUS and Newco each acknowledge acknowledges that the provisions of Section 2.2(vi2.2(v) of this Affiliate Agreement will be satisfied as to any sale by the undersigned of the Merger Securities pursuant to Rule 145(d), by a broker's letter and a letter from Stockholder Shareholder with respect to that sale stating either that (i) each of the above-described requirements of Rule 145(d)(1) has been met or (ii) are inapplicable by virtue of Rule 145(d)(2) or Rule 145(d)(3) and each of the above-described requirements of Rule 145(d)(2) or (d)(3) (as applicable) have been met; provided that in each case Newco has no reasonable basis to believe such sales were not made in compliance with such provisions of Rule 145(d).

Restrictions on Resales. Stockholder Each Shareholder understands that, in addition to the restrictions imposed under Section 2 of this Affiliate Agreement, the provisions of Rule 145 currently limit Stockholder's public resales of Merger SecuritiesSecurities by a Shareholder, in the manner set forth in subsections (ia), (iib) and (iiic) below, until such time as Stockholder a Shareholder has beneficially owned, within the meaning of Rule 144(d) under the 1933 Act, the Merger Securities for a period of at least one (1) year (or in some cases two (2) years) after the Effective Time of the Merger, and thereafter if and for so long as Stockholder such Shareholder is an affiliate of NewcoMicron: (ia) 145(d)(1). Unless and until the restriction "cut-off' " provisions --------- provisions of Rule 145(d)(2) or Rule 145(d)(3) set forth below become available, public resales of Merger Securities may be made by Stockholder a Shareholder only in compliance with the requirements of Rule 145(d)(1). Rule 145(d) (1) permits such resales only: (i) if Newco Micron meets the public information requirements of Rule 144(c); (ii) in brokers' transactions or in transactions with a market maker; and (iii) where the aggregate number of Merger Securities sold at any time together with all sales of restricted Newco Micron Common Stock sold by or for Stockholdera Shareholder's account during the preceding three-month period does not exceed the greater of: (Ai) one percent (1%) of the shares of Newco Micron Common Stock outstanding as shown by the most recent report or statement published by Newco; Micron, or (Bii) the average weekly volume of trading in Newco Micron Common Stock on all national securities exchanges, or reported through the automated quotation system of a registered securities association, during the four calendar weeks preceding the date of receipt of the order to execute the sale. (iib) 145(d)(2). Stockholder A Shareholder may make unrestricted resales of Merger --------- Securities pursuant to Rule 145(d)(2) if: (i) Stockholder such Shareholder has beneficially owned (within the meaning of Rule 144(d) under the 0000 Xxx) the Merger Securities for at least one (1) year after the Effective Time of the Merger; (ii) Stockholder such Shareholder is not an affiliate of NewcoMicron; and (iii) Newco Micron meets the public information requirements of Rule 144(c). (iiic) 145(d)(3). Stockholder A Shareholder may make unrestricted resales of Merger --------- Securities pursuant to Rule 145(d)(3) if Stockholder Shareholder has beneficially owned (within the meaning of Rule 144(d) under the 0000 Xxx) the Merger Securities for at least two (2) years after the Effective Time of the Merger and is not, and has not been for at least three (3) months, an affiliate of NewcoMicron. INDUS and Newco each acknowledge Micron acknowledges that the provisions of Section 2.2(vi2.2(d) of this Affiliate Agreement will be satisfied as to any sale by the undersigned a Shareholder of the Merger Securities pursuant to Rule 145(d), ) by a broker's letter and a letter from Stockholder the Shareholder with respect to that sale stating either that (i) each of the above-described requirements of Rule 145(d)(1) has been met or (ii) are inapplicable by virtue of Rule 145(d)(2) or Rule 145(d)(3) and each of the above-described requirements of Rule 145(d)(2) or (d)(3) (as applicable) have been met; provided that in each case Newco Micron has no reasonable basis to believe such sales were not made in compliance with such provisions of Rule 145(d).

Restrictions on Resales. Stockholder understands that, in addition to ----------------------- the restrictions imposed under Section 2 3 of this Affiliate Agreement, the provisions of Rule 145 currently will limit Stockholder's public resales of Merger Securities, in the manner set forth in subsections (ia), (iib) and (iiic) below, until such time as Stockholder has beneficially owned, within the meaning of Rule 144(d) under the 1933 Act, the Merger Securities for a period of at least one two (12) year years (or in some cases two three (23) years) after the Effective Time of the Merger, and thereafter if and for so long as Stockholder is an affiliate of NewcoCCT: (ia) 145(d)(1). Unless and until the restriction "cut-off' " provisions --------- provisions of Rule 145(d)(2) or Rule 145(d)(3) set forth below become available, public resales of Merger Securities may be made by Stockholder only in compliance with the requirements of Rule 145(d)(1). Rule 145(d) (1145(d)(1) permits such resales only: (i) if Newco CCT has been a public corporation for at least 90 days and meets the public information requirements of Rule 144(c); (ii) in brokers' transactions or in transactions with a market maker; and (iii) where the aggregate number of Merger Securities sold at any time together with all sales of restricted Newco CCT Common Stock sold by or for Stockholder's account during the preceding three-month period does not exceed the greater of: (A) one percent (1%) of the shares of Newco CCT Common Stock outstanding as shown by the most recent report or statement published by NewcoCCT; or (B) the average weekly volume of trading in Newco CCT Common Stock on all national securities exchanges, or reported through the automated quotation system of a registered securities association, during the four calendar weeks preceding the date of receipt of the order to execute the sale. (iib) 145(d)(2). Stockholder may make unrestricted resales of Merger --------- Securities pursuant to Rule 145(d)(2) if: (i) Stockholder has beneficially owned (within the meaning of Rule 144(d) under the 0000 Xxx) the Merger Securities for at least one two (12) year years after the Effective Time of the Merger; (ii) Stockholder is not an affiliate of NewcoCCT; and (iii) Newco CCT has been a public corporation for at least 90 days and meets the public information requirements of Rule 144(c). (iiic) 145(d)(3). Stockholder may make unrestricted resales of Merger --------- Securities pursuant to Rule 145(d)(3) if Stockholder has beneficially owned (within the meaning of Rule 144(d) under the 0000 Xxx) the Merger Securities for at least two three (23) years after the Effective Time of the Merger and is not, and has not been for at least three (3) months, an affiliate of NewcoCCT. INDUS and Newco each acknowledge CCT acknowledges that the provisions of Section 2.2(vi3(h) of this Affiliate Agreement will be satisfied as to any sale by the undersigned of the Merger Securities pursuant to Rule 145(d), by a broker's letter and a letter from Stockholder with respect to that sale stating either that (i) each of the above-above- described requirements of Rule 145(d)(1) has been met or (ii) are is inapplicable by virtue of Rule 145(d)(2) or Rule 145(d)(3) and each of the above-described requirements of Rule 145(d)(2) or (d)(3) (as applicable) have has been met; provided that in each case Newco as long as CCT has no reasonable basis to believe such sales were not made in compliance with such provisions of Rule 145(d).

Restrictions on Resales. Stockholder understands that, in addition to the restrictions imposed under Section 2 3 of this Affiliate Agreement, the provisions of Rule 145 currently limit Stockholder's public resales of Merger Securities, in the manner set forth in subsections (i), (ii) and (iii) below, until such time as Stockholder has beneficially owned, within the meaning of Rule 144(d) under the 1933 Act, the Merger Securities for a period of at least one two (12) year years (or in some cases two three (23) years) after the Effective Time of the Merger, and thereafter if and for so long as Stockholder is an affiliate of Newco: (i) 145(d)(1). Unless and until the restriction "cut-off' --------- " provisions of Rule 145(d)(2) or Rule 145(d)(3) set forth below become available, public resales of Merger Securities may be made by Stockholder only in compliance with the requirements of Rule 145(d)(1). Rule 145(d) (1) permits such resales only: (i) if Newco meets the public information requirements of Rule 144(c); (ii) in brokers' transactions or in transactions with a market maker; and (iii) where the aggregate number of Merger Securities sold at any time together with all sales of restricted Newco Common Stock sold by or for Stockholder's account during the preceding three-month period does not exceed the greater of: (A) one percent (1%) of the shares of Newco Common Stock outstanding as shown by the most recent report or statement published by Newco; or (B) the average weekly volume of trading in Newco Common Stock on all national securities exchanges, or reported through the automated quotation system of a registered securities association, during the four calendar weeks preceding the date of receipt of the order to execute the sale.execute (ii) 145(d)(2). Stockholder may make unrestricted resales of Merger --------- Securities pursuant to Rule 145(d)(2) if: (i) Stockholder has beneficially owned (within the meaning of Rule 144(d) under the 0000 1933 Xxx) the xxe Merger Securities for at least one two (12) year years after the Effective Time of the Merger; (ii) Stockholder is not an affiliate of Newco; and (iii) Newco meets the public information requirements of Rule 144(c). (iii) 145(d)(3). Stockholder may make unrestricted resales of Merger --------- Securities pursuant to Rule 145(d)(3) if Stockholder has beneficially owned (within the meaning of Rule 144(d) under the 0000 1933 Xxx) the xxe Merger Securities for at least two three (23) years after the Effective Time of the Merger and is not, and has not been for at least three (3) months, an affiliate of Newco. INDUS VERITAS and Newco each acknowledge acknowledges that the provisions of Section 2.2(vi3.2(vi) of this Affiliate Agreement will be satisfied as to any sale by the undersigned of the Merger Securities pursuant to Rule 145(d), by a broker's letter and a letter from Stockholder with respect to that sale stating either that (i) each of the above-described requirements of Rule 145(d)(1) has been met or (ii) are inapplicable by virtue of Rule 145(d)(2) or Rule 145(d)(3) and each of the above-described requirements of Rule 145(d)(2) or (d)(3) (as applicable) have been met; provided that in each case Newco has no reasonable basis to believe such sales were not made in compliance with such provisions of Rule 145(d).