Common use of Restrictions on Transfer and Exercisability Clause in Contracts

Restrictions on Transfer and Exercisability. (a) This Warrant shall be subject to certain limited restrictions on transferability (including a right of first refusal) set forth in the Investors' Agreement, dated as of May [ ], 1997, among the Company, the original holder of this Warrant and certain other parties, a copy of which shall be furnished without charge to the holder hereof upon request. In addition, the shares of Common Stock or other securities receivable upon exercise hereof are subject to the ownership limitations set forth in the Company's articles of incorporation. (b) Neither this Warrant nor the Common Stock issuable upon exercise hereof may be transferred, sold, pledged, hypothecated or otherwise disposed of, and this Warrant may not be exercised, unless (A) such disposition or exercise is pursuant to an effective registration statement under the Securities Act, (B) the holder hereof shall have delivered to the Company an opinion of counsel, which opinion and counsel shall be satisfactory to the Company, to the effect that such disposition or exercise is exempt from the provisions of Section 5 of the Securities Act, (C) a no-action letter from the Securities and Exchange Commission, satisfactory to counsel for the Company, shall have been obtained with respect to such disposition or exercise, or (D) the Warrant or Common Stock is being exercised by (or transferred to) the WAT Trustee, the manager of WAT or any of its affiliates. (c) Each Warrant certificate shall bear the legend set forth on the first page of this certificate. (d) Any certificates representing Common Stock issued upon exercise hereof shall bear the following legends: THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS (A) (i) SUCH DISPOSITION IS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE ISSUER AN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL SHALL BE SATISFACTORY TO THE ISSUER, TO THE EFFECT THAT SUCH DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THAT ACT, OR (iii) A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION, SATISFACTORY TO COUNSEL FOR THE ISSUER, SHALL HAVE BEEN OBTAINED WITH RESPECT TO SUCH DISPOSITION AND (B) SUCH DISPOSITION IS PURSUANT TO REGISTRATION UNDER ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION THEREFROM. THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON OWNERSHIP AND TRANSFER FOR THE PURPOSE OF THE ISSUER'S MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). NO INDIVIDUAL MAY BENEFICIALLY OWN COMMON SHARES IN EXCESS OF THE THEN APPLICABLE OWNERSHIP LIMIT WITH RESPECT TO COMMON SHARES, WHICH MAY DECREASE OR INCREASE FROM TIME TO TIME, UNLESS SUCH INDIVIDUAL IS AN EXISTING HOLDER. ANY INDIVIDUAL WHO ATTEMPTS TO BENEFICIALLY OWN SHARES IN EXCESS OF THE ABOVE LIMITATION MUST IMMEDIATELY NOTIFY THE COMPANY. ALL TERMS USED IN THIS LEGEND WITHOUT DEFINITION HAVE THE MEANINGS DEFINED IN THE ISSUER'S ARTICLES OF INCORPORATION, AS THE SAME MAY BE FURTHER AMENDED FROM TIME TO TIME, A COPY OF WHICH, INCLUDING THE RESTRICTIONS ON OWNERSHIP AND TRANSFER, WILL BE SENT WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO

Restrictions on Transfer and Exercisability. (a) This Warrant shall be subject to certain limited restrictions on transferability (including a right of first refusal) set forth in the Investors' Agreement, dated as of May [ ], 1997, among the Company, the original holder of this Warrant and certain other parties, a copy of which shall be furnished without charge to the holder hereof upon request. In addition, the shares of Common Stock or other securities receivable upon exercise hereof are subject to the ownership limitations set forth in the Company's articles of incorporation. (b) Neither this Warrant nor the Common Stock issuable upon exercise hereof may be transferred, sold, pledged, hypothecated or otherwise disposed of, and this Warrant may not be exercised, unless (A) such disposition or exercise is pursuant to an effective registration statement under the Securities Act, (B) the holder hereof shall have delivered to the Company an opinion of counsel, which opinion and counsel shall be satisfactory to the Company, to the effect that such disposition or exercise is exempt from the provisions of Section 5 of the Securities Act, (C) a no-action letter from the Securities and Exchange Commission, satisfactory to counsel for the Company, shall have been obtained with respect to such disposition or exercise, or (D) the Warrant or Common Stock is being exercised by (or transferred to) the WAT Trustee, the manager of WAT or any of its affiliates. (c) Each Warrant certificate shall bear the legend set forth on the first page of this certificate. (d) Any certificates representing Common Stock issued upon exercise hereof shall bear the following legends: THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS (A) (i) SUCH DISPOSITION IS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE ISSUER AN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL SHALL BE SATISFACTORY TO THE ISSUER, TO THE EFFECT THAT SUCH DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THAT ACT, OR (iii) A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION, SATISFACTORY TO COUNSEL FOR THE ISSUER, SHALL HAVE BEEN OBTAINED WITH RESPECT TO SUCH DISPOSITION AND (B) SUCH DISPOSITION IS PURSUANT TO REGISTRATION UNDER ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION THEREFROM. THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON OWNERSHIP AND TRANSFER FOR THE PURPOSE OF THE ISSUER'S MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). NO INDIVIDUAL MAY BENEFICIALLY OWN COMMON SHARES IN EXCESS OF THE THEN APPLICABLE OWNERSHIP LIMIT WITH RESPECT TO COMMON SHARES, WHICH MAY DECREASE OR INCREASE FROM TIME TO TIME, UNLESS SUCH INDIVIDUAL IS AN EXISTING HOLDER. ANY INDIVIDUAL WHO ATTEMPTS TO BENEFICIALLY OWN SHARES IN EXCESS OF THE ABOVE LIMITATION MUST IMMEDIATELY NOTIFY THE COMPANY. ALL TERMS USED IN THIS LEGEND WITHOUT DEFINITION HAVE THE MEANINGS DEFINED IN THE ISSUER'S ARTICLES OF INCORPORATION, AS THE SAME MAY BE FURTHER AMENDED FROM TIME TO TIME, A COPY OF WHICH, INCLUDING THE RESTRICTIONS ON OWNERSHIP AND TRANSFER, WILL BE SENT WITHOUT CHARGE TO EACH SHAREHOLDER WHO SOSO REQUESTS. IF THE RESTRICTIONS ON OWNERSHIP AND TRANSFER ARE VIOLATED, THE COMMON SHARES REPRESENTED HEREBY WILL BE AUTOMATICALLY EXCHANGED FOR EXCESS SHARES AND WILL BE DEEMED TRANSFERRED TO A SPECIAL TRUST AS PROVIDED IN THE ARTICLES OF INCORPORATION. THIS SECURITY IS ISSUED PURSUANT TO AND IS SUBJECT TO THE TERMS AND CONDITIONS OF THE ISSUER'S ARTICLES OF INCORPORATION, AS AMENDED, LIMITING THE NUMBER OF HOLDERS OF RECORD OF THE ISSUER'S COMMON STOCK.

Restrictions on Transfer and Exercisability. (a) This Warrant shall be subject to certain limited restrictions on transferability (including a right of first refusal) set forth in the Investors' Agreement, dated as of May [ ], 1997, among the Company, the original holder of this Warrant and certain other parties, a copy of which shall be furnished without charge to the holder hereof upon request. In addition, the shares of Common Stock or other securities receivable upon exercise hereof are subject to the ownership limitations set forth in the Company's articles of incorporation. (b) Neither this Warrant nor the Common Stock issuable upon exercise hereof may be transferred, sold, pledged, hypothecated or otherwise disposed of, and this Warrant may not be exercised, unless (A) such disposition or exercise is pursuant to an effective registration statement under the Securities Act, (B) the holder hereof shall have delivered to the Company an opinion of counsel, which opinion and counsel shall be satisfactory to the Company, to the effect that such disposition or exercise is exempt from the provisions of Section 5 of the Securities Act, (C) a no-action letter from the Securities and Exchange Commission, satisfactory to counsel for the Company, shall have been obtained with respect to such disposition or exercise, or (D) the Warrant or Common Stock is being exercised by (or transferred to) the WAT Trustee, the manager of WAT or any of its affiliates. (c) Each Warrant certificate shall bear the legend set forth on the first page of this certificate. (d) Any certificates representing Common Stock issued upon exercise hereof shall bear the following legends: THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS (A) (i) SUCH DISPOSITION IS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE ISSUER AN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL SHALL BE SATISFACTORY SATISFAC TORY TO THE ISSUER, TO THE EFFECT THAT SUCH DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THAT ACT, OR (iii) A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION, SATISFACTORY TO COUNSEL FOR THE ISSUER, SHALL HAVE BEEN OBTAINED WITH RESPECT TO SUCH DISPOSITION AND (B) SUCH DISPOSITION IS PURSUANT TO REGISTRATION UNDER ANY APPLICABLE STATE SECURITIES SECURI TIES LAWS OR AN EXEMPTION THEREFROM. THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON OWNERSHIP AND TRANSFER FOR THE PURPOSE OF THE ISSUER'S MAINTENANCE MAINTE XXXXX OF ITS STATUS AS A REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). NO INDIVIDUAL MAY BENEFICIALLY OWN COMMON SHARES IN EXCESS OF THE THEN APPLICABLE OWNERSHIP LIMIT WITH RESPECT TO COMMON SHARES, WHICH MAY DECREASE OR INCREASE FROM TIME TO TIME, UNLESS SUCH INDIVIDUAL IS AN EXISTING HOLDER. ANY INDIVIDUAL WHO ATTEMPTS TO BENEFICIALLY OWN SHARES IN EXCESS OF THE ABOVE LIMITATION MUST IMMEDIATELY IMMEDI ATELY NOTIFY THE COMPANY. ALL TERMS USED IN THIS LEGEND WITHOUT DEFINITION HAVE THE MEANINGS DEFINED IN THE ISSUER'S ARTICLES OF INCORPORATION, AS THE SAME MAY BE FURTHER AMENDED FROM TIME TO TIME, A COPY OF WHICH, INCLUDING THE RESTRICTIONS ON OWNERSHIP OWNER SHIP AND TRANSFER, WILL BE SENT WITHOUT CHARGE TO EACH SHAREHOLDER WHO SOSO REQUESTS. IF THE RESTRIC TIONS ON OWNERSHIP AND TRANSFER ARE VIOLATED, THE COMMON SHARES REPRESENTED HEREBY WILL BE AUTOMATICALLY EXCHANGED FOR EXCESS SHARES AND WILL BE DEEMED TRANSFERRED TO A SPECIAL TRUST AS PROVIDED IN THE ARTICLES OF INCORPORATION. THIS SECURITY IS ISSUED PURSUANT TO AND IS SUBJECT TO THE TERMS AND CONDITIONS OF THE ISSUER'S ARTICLES OF INCORPORATION, AS AMENDED, LIMITING THE NUMBER OF HOLDERS OF RECORD OF THE ISSUER'S COMMON STOCK.

Restrictions on Transfer and Exercisability. (a) This Warrant shall be subject to certain limited restrictions on transferability (including a right of first refusal) set forth in the InvestorsStockholders' Agreement, dated as of May [ ]July 1, 19971996, among the Company, the original holder of this Warrant and certain other parties, a copy of which shall be furnished without charge to the holder hereof upon request. In addition, the shares of Common Stock or other securities receivable upon exercise hereof are subject to the ownership limitations set forth in and the Company's articles of incorporation. (b) Neither this Warrant nor the Common Stock issuable upon exercise hereof may be transferred, sold, pledged, hypothecated or otherwise disposed of, and this Warrant may not be exercised, unless (A) such disposition or exercise is pursuant to an effective registration statement under the Securities Act, (B) the holder hereof shall have delivered to the Company an opinion of counsel, which opinion and counsel shall be satisfactory to the Company, to the effect that such disposition or exercise is exempt from the provisions of Section 5 of the Securities Act, or (C) a no-action letter from the Securities and Exchange Commission, satisfactory to counsel for the Company, shall have been obtained with respect to such disposition or exercise, or exercise (D) the Warrant or Common Stock is being exercised by (or transferred to) the WAT Trustee, the manager of WAT or any of its affiliates. (c) Each Warrant certificate shall bear the legend set forth on the first page of this certificate. (d) Any certificates representing Common Stock issued upon exercise hereof shall bear the following legends: THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE OTHER WISE DISPOSED OF UNLESS (A) (i) SUCH DISPOSITION IS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES SECU RITIES ACT OF 1933, (ii) THE HOLDER HEREOF SHALL HAVE DELIVERED DELIV ERED TO THE ISSUER AN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL SHALL BE SATISFACTORY TO THE ISSUER, TO THE EFFECT THAT SUCH DISPOSITION IS EXEMPT FROM THE PROVISIONS PROVI SIONS OF SECTION 5 OF THAT ACT, OR (iii) A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION, SATISFACTORY SATISFAC TORY TO COUNSEL FOR THE ISSUER, SHALL HAVE BEEN OBTAINED OB TAINED WITH RESPECT TO SUCH DISPOSITION AND (B) SUCH DISPOSITION IS PURSUANT TO REGISTRATION UNDER ANY APPLICABLE APPLI CABLE STATE SECURITIES LAWS OR AN EXEMPTION THEREFROMTHERE FROM. THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE CERTIFI CATE ARE SUBJECT TO RESTRICTIONS ON OWNERSHIP OWNER SHIP AND TRANSFER FOR THE PURPOSE OF THE ISSUER'S MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). NO INDIVIDUAL MAY BENEFICIALLY OWN COMMON SHARES IN EXCESS OF THE THEN APPLICABLE OWNERSHIP LIMIT WITH RESPECT TO COMMON SHARES, WHICH MAY DECREASE OR INCREASE IN CREASE FROM TIME TO TIME, UNLESS SUCH INDIVIDUAL IS AN EXISTING HOLDER. ANY INDIVIDUAL WHO ATTEMPTS TO BENEFICIALLY BENEFI CIALLY OWN SHARES IN EXCESS OF THE ABOVE LIMITATION MUST IMMEDIATELY NOTIFY THE COMPANY. ALL TERMS USED IN THIS LEGEND WITHOUT DEFINITION HAVE THE MEANINGS DEFINED DE FINED IN THE ISSUER'S ARTICLES OF INCORPORATION, AS THE SAME MAY BE FURTHER AMENDED FROM TIME TO TIME, A COPY OF WHICH, INCLUDING THE RESTRICTIONS ON OWNERSHIP AND TRANSFER, WILL BE SENT WITHOUT CHARGE TO EACH SHAREHOLDER SHARE HOLDER WHO SOSO REQUESTS. IF THE RESTRICTIONS ON OWNER SHIP AND TRANSFER ARE VIOLATED, THE COMMON SHARES REPRESENTED HEREBY WILL BE AUTOMATICALLY EXCHANGED FOR EXCESS SHARES AND WILL BE DEEMED TRANSFERRED TO A SPECIAL TRUST AS PROVIDED IN THE ARTICLES OF INCORPORATION. THIS SECURITY IS ISSUED PURSUANT TO AND IS SUBJECT TO THE TERMS AND CONDITIONS OF THE ISSUER'S ARTICLES OF INCORPO RATION, AS AMENDED, LIMITING THE NUMBER OF HOLDERS OF RECORD OF THE ISSUER'S COMMON STOCK.

Restrictions on Transfer and Exercisability. (a) This Warrant shall be subject to certain limited restrictions on transferability (including a right of first refusal) set forth in the InvestorsStockholders' Agreement, dated as of May [ ]July 1, 19971996, among the Company, the original holder of this Warrant and certain other parties, a copy of which shall be furnished without charge to the holder hereof upon request. In addition, the shares of Common Stock or other securities receivable upon exercise hereof are subject to the ownership limitations set forth in and the Company's articles of incorporation. (b) Neither this Warrant nor the Common Stock issuable upon exercise hereof may be transferred, sold, pledged, hypothecated or otherwise disposed of, and this Warrant may not be exercised, unless (A) such disposition or exercise is pursuant to an effective registration statement under the Securities Act, (B) the holder hereof shall have delivered to the Company an opinion of counsel, which opinion and counsel shall be satisfactory to the Company, to the effect that such disposition or exercise is exempt from the provisions of Section 5 of the Securities Act, or (C) a no-action letter from the Securities and Exchange Commission, satisfactory to counsel for the Company, shall have been obtained with respect to such disposition or exercise, or exercise (D) the Warrant or Common Stock is being exercised by (or transferred to) the WAT Trustee, the manager of WAT or any of its affiliates. (c) Each Warrant certificate shall bear the legend set forth on the first page of this certificate. (d) Any certificates representing Common Stock issued upon exercise hereof shall bear the following legends: THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS (A) (i) SUCH DISPOSITION IS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE ISSUER AN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL SHALL BE SATISFACTORY TO THE ISSUER, TO THE EFFECT THAT SUCH DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THAT ACT, OR (iii) A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION, SATISFACTORY TO COUNSEL FOR THE ISSUER, SHALL HAVE BEEN OBTAINED WITH RESPECT TO SUCH DISPOSITION AND (B) SUCH DISPOSITION IS PURSUANT TO REGISTRATION UNDER ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION THEREFROM. THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON OWNERSHIP AND TRANSFER FOR THE PURPOSE OF THE ISSUER'S MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). NO INDIVIDUAL MAY BENEFICIALLY OWN COMMON SHARES IN EXCESS OF THE THEN APPLICABLE OWNERSHIP LIMIT WITH RESPECT TO COMMON SHARES, WHICH MAY DECREASE OR INCREASE FROM TIME TO TIME, UNLESS SUCH INDIVIDUAL IS AN EXISTING HOLDER. ANY INDIVIDUAL WHO ATTEMPTS TO BENEFICIALLY OWN SHARES IN EXCESS OF THE ABOVE LIMITATION MUST IMMEDIATELY NOTIFY THE COMPANY. ALL TERMS USED IN THIS LEGEND WITHOUT DEFINITION HAVE THE MEANINGS DEFINED IN THE ISSUER'S ARTICLES OF INCORPORATION, AS THE SAME MAY BE FURTHER AMENDED FROM TIME TO TIME, A COPY OF WHICH, INCLUDING THE RESTRICTIONS ON OWNERSHIP AND TRANSFER, WILL BE SENT WITHOUT CHARGE TO EACH SHAREHOLDER WHO SOSO REQUESTS. IF THE RESTRICTIONS ON OWNERSHIP AND TRANSFER ARE VIOLATED, THE COMMON SHARES REPRESENTED HEREBY WILL BE AUTOMATICALLY EXCHANGED FOR EXCESS SHARES AND WILL BE DEEMED TRANSFERRED TO A SPECIAL TRUST AS PROVIDED IN THE ARTICLES OF INCORPORATION. THIS SECURITY IS ISSUED PURSUANT TO AND IS SUBJECT TO THE TERMS AND CONDITIONS OF THE ISSUER'S ARTICLES OF INCORPORATION, AS AMENDED, LIMITING THE NUMBER OF HOLDERS OF RECORD OF THE ISSUER'S COMMON STOCK.