Common use of Restrictions on Sales of Acquired Common Stock Clause in Contracts

Restrictions on Sales of Acquired Common Stock. No Investor will sell or otherwise transfer any of the Acquired Common Stock, except as follows: (a) An Investor may at any time transfer Acquired Common Stock to an entity that is an Affiliate of the Investor or to a general or limited partner of the Investor, but only if prior to the transfer, the Affiliate or the general or limited partner delivers to the Company a written agreement to be bound by this Section 7.1 to the same extent as the Investor. (b) An Investor may sell Acquired Common Stock in transactions that are registered under the Securities Act. (c) An Investor may sell Acquired Common Stock in transactions that are not subject to the registration requirements of the Securities Act by reason of Rule 144 under the Securities Act. (d) If Rule 144A under the Securities Act makes it possible for sales of Acquired Common Stock to be exempt under that Rule from the registration requirements of the Securities Act, the Investor may sell Acquired Common Stock to one or more purchasers, each of which is a qualified institutional buyer, as that term is defined in Rule 144A, in transactions that satisfy all the conditions in Rule 144A(d), but only if prior to each sale, the purchaser delivers to the Company an agreement to be bound by this Section 7.1 to the same extent as the Investor. (e) An Investor may sell Acquired Common Stock in transactions that constitute “offshore transactions,” as that term is defined in Rule 902 under the Securities Act. (f) An Investor may sell or transfer Acquired Common Stock as part of a merger of the Investor with another entity or in connection with a sale of all or substantially all of the Investor’s assets to the person to whom the Investor transfers the Acquired Common Stock, but only if prior to the merger or sale, the entity that will survive the merger or the purchaser of all or substantially all of the Investor’s assets delivers to the Company an agreement to be bound by this Section 7.1 to the same extent as the Investor. (g) The Investor may sell Acquired Common Stock in a transaction that is exempt from the registration requirements of the Securities Act for a reason other than one described in a previous paragraph of this Section, but only if prior to each such sale, the purchaser delivers to the Company a written agreement to be bound by this Section 7.1 to the same extent as the Investor.

Restrictions on Sales of Acquired Common Stock. No Investor will sell or otherwise transfer any of the Acquired Common Stock, except as follows: (a) An Investor may at any time transfer Acquired Common Stock to an entity that is an Affiliate affiliate of the Investor Investor, as the term “affiliate” is defined in the Securities Act, or to a general or limited partner of the Investor, but only if prior to the transfer, the Affiliate affiliate or the general or limited partner delivers to the Company a written agreement to be bound by this Section 7.1 to the same extent as the Investor. (b) An Investor may sell Acquired Common Stock in transactions that are registered under the Securities Act. (c) An Investor may sell Acquired Common Stock in transactions that are not subject to the registration requirements of the Securities Act by reason of Rule 144 under the Securities Act. (d) If Rule 144A under the Securities Act makes it possible for sales of Acquired Common Stock to be exempt under that Rule from the registration requirements of the Securities Act, the Investor may sell Acquired Common Stock to one or more purchasers, each of which is a qualified institutional buyer, as that term is defined in Rule 144A, in transactions that satisfy all the conditions in Rule 144A(d), but only if prior to each sale, the purchaser delivers to the Company an agreement to be bound by this Section 7.1 to the same extent as the Investor. (e) An Investor may sell Acquired Common Stock in transactions that constitute “offshore transactions,” as that term is defined in Rule 902 under the Securities Act. (fe) An Investor may sell or transfer Acquired Common Stock as part of a merger of the Investor with another entity or in connection with a sale of all or substantially all of the Investor’s assets to the person to whom the Investor transfers the Acquired Common Stock, but only if prior to the merger or sale, the entity that will survive the merger or the purchaser of all or substantially all of the Investor’s assets delivers to the Company an agreement to be bound by this Section 7.1 to the same extent as the Investor. (g) The Investor may sell Acquired Common Stock in a transaction that is exempt from the registration requirements of the Securities Act for a reason other than one described in a previous paragraph of this Section, but only if prior to each such sale, the purchaser delivers to the Company a written agreement to be bound by this Section 7.1 to the same extent as the Investor.

Restrictions on Sales of Acquired Common Stock. No Investor will sell or otherwise transfer any of the Acquired Common Stock, except as follows: (a) An Investor may at any time transfer Acquired Common Stock to an entity that is an Affiliate affiliate of the Investor Investor, as the term “affiliate” is defined in the Securities Act, or to a general or limited partner of the Investor, but only if prior to the transfer, the Affiliate affiliate or the general or limited partner delivers to the Company a written agreement to be bound by this Section 7.1 to the same extent as the Investor. (b) An Investor may sell Acquired Common Stock in transactions that are registered under the Securities Act. (c) An Investor may sell Acquired Common Stock in transactions that are not subject to the registration requirements of the Securities Act by reason of Rule 144 under the Securities Act. (d) If Rule 144A under the Securities Act makes it possible for sales of Acquired Common Stock to be exempt under that Rule from the registration requirements of the Securities Act, the Investor may sell Acquired Common Stock to one or more purchasers, each of which is a qualified institutional buyer, as that term is defined in Rule 144A, in transactions that satisfy all the conditions in Rule 144A(d), but only if prior to each sale, the purchaser delivers to the Company an agreement to be bound by this Section 7.1 to the same extent as the Investor. (e) An Investor may sell Acquired Common Stock in transactions that constitute “offshore transactions,” as that term is defined in Rule 902 under the Securities Act. (fe) An Investor may sell or transfer Acquired Common Stock as part of a merger of the Investor with another entity or in connection with a sale of all or substantially all of the Investor’s assets to the person to whom the Investor transfers the Acquired Common Stock, but only if prior to the merger or sale, the entity that will survive the merger or the purchaser of all or substantially all of the Investor’s assets delivers to the Company an agreement to be bound by this Section 7.1 to the same extent as the Investor. (gf) The An Investor may sell or transfer Acquired Common Stock in a transaction that is exempt from the registration requirements of the Securities Act for a reason (other than one described in a previous paragraph of this Sectiontransactions covered by Section 7.1(e)), but only if prior to each such sale, the purchaser delivers to the Company a written agreement to be bound by this Section 7.1 to the same extent as the Investor.

Restrictions on Sales of Acquired Common Stock. No Investor will sell or otherwise transfer any of the Acquired Common Stock, except as follows: (a) An Investor may at any time transfer Acquired Common Stock to an entity that is an Affiliate affiliate of the Investor Investor, as the term “affiliate” is defined in the Securities Act, or to a general or limited partner of the Investor, but only if prior to the transfer, the Affiliate affiliate or the general or limited partner delivers to the Company a written agreement to be bound by this Section 7.1 to the same extent as the Investor. (b) An Investor may sell Acquired Common Stock in transactions that are registered under the Securities Act. (c) An Investor may sell Acquired Common Stock in transactions that are not subject to the registration requirements of the Securities Act by reason of Rule 144 under the Securities Act. (d) If Rule 144A under the Securities Act makes it possible for sales of Acquired Common Stock to be exempt under that Rule from the registration requirements of the Securities Act, the An Investor may sell Acquired Common Stock to one or more purchasers, each of which is a qualified institutional buyer, as that term is defined in Rule 144A144A under the Securities Act, in transactions that satisfy all the conditions in Rule 144A(d), but only if prior to each sale, the purchaser delivers to the Company an agreement to be bound by this Section 7.1 to the same extent as the Investor. (e) An Investor may sell Acquired Common Stock in transactions that constitute “offshore transactions,” as that term is defined in Rule 902 under the Securities Act. (f) An Investor may sell or transfer Acquired Common Stock as part of a merger of the Investor with another entity or in connection with a sale of all or substantially all of the Investor’s assets to the person to whom the Investor transfers the Acquired Common Stock, but only if prior to the merger or sale, the entity that will survive the merger or the purchaser of all or substantially all of the Investor’s assets delivers to the Company an agreement to be bound by this Section 7.1 to the same extent as the Investor. (g) The Investor may sell Acquired Common Stock in a transaction that is exempt from the registration requirements of the Securities Act for a reason other than one described in a previous paragraph of this Section, but only if prior to each such sale, the purchaser delivers to the Company a written agreement to be bound by this Section 7.1 to the same extent as the Investor.

Restrictions on Sales of Acquired Common Stock. No The Investor will not sell or otherwise transfer any of the Acquired Common Stock, except as follows: (a) An The Investor may at any time transfer Acquired Common Stock to an entity that is an Affiliate affiliate of the Investor Investor, as the term “affiliate” is defined in the Securities Act, or to a general or limited partner of the Investor, but only if prior to the transfer, the Affiliate affiliate or the general or limited partner delivers to the Company a written agreement to be bound by this Section 7.1 6.1 to the same extent as the Investor. (b) An The Investor may sell Acquired Common Stock in transactions that are registered under the Securities Act. (c) An The Investor may sell Acquired Common Stock in transactions that are not subject to the registration requirements of the Securities Act by reason of Rule 144 under the Securities Act. (d) If Rule 144A under the Securities Act makes it possible for sales of Acquired Common Stock to be exempt under that Rule from the registration requirements of the Securities Act, the Investor may sell Acquired Common Stock to one or more purchasers, each of which is a qualified institutional buyer, as that term is defined in Rule 144A, in transactions that satisfy all the conditions in Rule 144A(d), but only if prior to each sale, the purchaser delivers to the Company an agreement to be bound by this Section 7.1 6.1 to the same extent as the Investor. (e) An The Investor may sell Acquired Common Stock in transactions that constitute “offshore transactions,” as that term is defined in Rule 902 under the Securities Act. (f) An The Investor may sell or transfer Acquired Common Stock as part of a merger of the Investor with another entity or in connection with a sale of all or substantially all of the Investor’s assets to the person to whom the Investor transfers the Acquired Common Stock, but only if prior to the merger or sale, the entity that will survive the merger or the purchaser of all or substantially all of the Investor’s assets delivers to the Company an agreement to be bound by this Section 7.1 6.1 to the same extent as the Investor. (g) The Investor may sell Acquired Common Stock in a transaction that is exempt from the registration requirements of the Securities Act for a reason other than one described in a previous paragraph of this Section, but only if prior to each such sale, the purchaser delivers to the Company a written agreement to be bound by this Section 7.1 6.1 to the same extent as the Investor.

Restrictions on Sales of Acquired Common Stock. No Investor will sell or otherwise transfer any of the Acquired Common Stock, except as follows: (a) An Investor may at any time transfer Acquired Common Stock to an entity that is an Affiliate affiliate of the Investor Investor, as the term “affiliate” is defined in the Securities Act, or to a general or limited partner of the Investor, but only if prior to the transfer, the Affiliate affiliate or the general or limited partner delivers to the Company a written agreement to be bound by this Section 7.1 to the same extent as the Investor. (b) An Investor may sell Acquired Common Stock in transactions that are registered under the Securities Act. (c) An Investor may sell Acquired Common Stock in transactions that are not subject to the registration requirements of the Securities Act by reason of Rule 144 under the Securities Act. (d) If Rule 144A under the Securities Act makes it possible for sales of Acquired Common Stock to be exempt under that Rule from the registration requirements of the Securities Act, the Investor may sell Acquired Common Stock to one or more purchasers, each of which is a qualified institutional buyer, as that term is defined in Rule 144A, in transactions that satisfy all the conditions in Rule 144A(d), but only if prior to each sale, the purchaser delivers to the Company an agreement to be bound by this Section 7.1 to the same extent as the Investor. (e) An Investor may sell Acquired Common Stock in transactions that constitute “offshore transactions,” as that term is defined in Rule 902 under the Securities Act. (f) An Investor may sell or transfer Acquired Common Stock as part of a merger of the Investor with another entity or in connection with a sale of all or substantially all of the Investor’s assets to the person to whom the Investor transfers the Acquired Common Stock, but only if prior to the merger or sale, the entity that will survive the merger or the purchaser of all or substantially all of the Investor’s assets delivers to the Company an agreement to be bound by this Section 7.1 to the same extent as the Investor. (g) The Investor may sell Acquired Common Stock in a transaction that is exempt from the registration requirements of the Securities Act for a reason other than one described in a previous paragraph of this Section, but only if prior to each such sale, the purchaser delivers to the Company a written agreement to be bound by this Section 7.1 to the same extent as the Investor.