Common use of RESTRICTIONS ON THE TRANSFER OF SHARES Clause in Contracts

RESTRICTIONS ON THE TRANSFER OF SHARES. a. Except as otherwise provided in Paragraphs 3b, 3c, 3d, 4, 11, 12, 14 and 15 of this Agreement, neither the Executive nor any of his transferees (direct or indirect, including without limitation the Executive's personal or legal representatives, successors and assigns) shall or may sell, exchange, deliver, assign, bequeath or give, pledge, mortgage, hypothecate or otherwise encumber, transfer or permit to be transferred, or otherwise dispose of, any or all of the Shares, whether voluntarily, involuntarily or by operation of law (including without limitation the laws of bankruptcy, intestacy, descent and distribution and succession). b. In the event of the Executive's death, the Shares may be transferred to the Executive's personal or legal representatives, estate or distributees of such estate, and such transfer shall be registered on the stock transfer books of the Corporation. c. In the event that shares of the Common Stock shall be Publicly Traded, the right of the Corporation under Paragraphs 11 and 12 of this Agreement to purchase the Shares which are then owned by the Executive or any representative, successor or transferee of the Executive shall lapse but all of the other provisions of this Agreement shall continue in full force and effect. On the fourth anniversary of the date on which shares of the Common Stock are first Publicly Traded, the restrictions on the transfer of the Shares contained in Paragraphs 3a, 4, 5 and 7 of this Agreement shall lapse; provided, however, that in the event of the death of the Executive prior to the date of such fourth anniversary, all of the Shares owned by the Executive on the date of his death may be sold without any restriction imposed by this Agreement. d. Provided that such action is not objected to by any underwriter then engaged in discussions with the Corporation regarding public offerings of the Corporation's securities and the Corporation has reasonably determined that such action will not adversely affect the market for its securities, the Corporation shall, upon the request of the Executive at the following times, permit the Executive to sell or otherwise transfer without regard to Paragraphs 3a, 4, 5 and 7 of this Agreement a portion of the Shares not to exceed the whole number of Shares equaling the following percentage of the number of Shares (adjusted for any intervening conversion, stock split, stock dividend or the like) held by the Executive on the date on which the Common Stock is first Publicly Traded: (i) after the first anniversary of the date on which the Common Stock is first Publicly Traded, twenty-five percent (25%); (ii) after the second anniversary of the date on which the Common Stock is first Publicly Traded, a cumulative fifty percent (50%); and (iii) after the third anniversary of the date on which the Common Stock is first Publicly Traded, a cumulative seventy-five percent (75%).

RESTRICTIONS ON THE TRANSFER OF SHARES. a. (a) Except as otherwise provided in Paragraphs 3bSections 3(b), 3c3(c), 3d3(d), 4, 119, 1210, 14 and 15 11 of this Agreement, neither the Executive Investor nor any of his transferees (direct or indirect, including without limitation the ExecutiveInvestor's personal or legal representatives, successors and assigns) shall or may sell, exchange, deliver, assign, bequeath or give, pledge, mortgage, hypothecate or otherwise encumber, transfer or permit to be transferred, or otherwise dispose of, any or all of the Shares, whether voluntarily, involuntarily or by operation of law (including without limitation the laws of bankruptcy, intestacy, descent and distribution and succession). b. (b) In the event of the ExecutiveInvestor's death, the Shares may be transferred to the ExecutiveInvestor's personal or legal representatives, estate or distributees of such estate, and such transfer shall be registered on the stock transfer books of the Corporation. c. (c) In the event that shares of the Common Stock shall be Publicly Traded, the right of the Corporation Partnership under Paragraphs Section 11 and 12 of this Agreement to purchase the Shares which are then owned by the Executive Investor or any representative, successor or transferee of the Executive Investor shall lapse but all of the other provisions of this Agreement shall continue in full force and effect. On the fourth second anniversary of the date on which shares of the Common Stock are first Publicly Traded, the restrictions on the transfer of the Shares contained in Paragraphs 3aSections 3(a), 4, 5 and 7 of this Agreement shall lapse; provided, however, that in the event of the death of the Executive Investor prior to the date of such fourth second anniversary, all of the Shares owned by the Executive Investor on the date of his death may be sold without any restriction imposed by this Agreement. d. (d) Provided that such action is not objected to by any underwriter then engaged in discussions with the Corporation regarding public offerings of the Corporation's securities and the Corporation has reasonably determined that such action will not adversely affect the market for its securities, the Corporation shall, upon the request of the Executive Investor at the following times, permit the Executive Investor to sell or otherwise transfer without regard to Paragraphs 3aSections 3(a), 4, 5 and 7 of this Agreement a portion of the Shares not to exceed the whole number of Shares equaling the following percentage of the number of Shares (adjusted for any intervening conversion, stock split, stock dividend or the like) held by the Executive Investor on the date on which the Common Stock is first Publicly Traded: (i) after the first anniversary last day of the sixth (6th) full month following the date on which the Common Stock is first Publicly Traded, twenty-five percent (25%); (ii) after the second first anniversary of the date on which the Common Stock is first Publicly Traded, a cumulative fifty percent (50%); and (iii) after the third anniversary of eighteenth (18th) full month following the date on which the Common Stock is first Publicly Traded, a cumulative seventy-five percent (75%).