RESTRICTIONS ON TRANSFER OF PREFERRED STOCK. Selling Shareholder understands that the Preferred Stock shall be subject to transfer restrictions under Rule 144 ("Rule 144") promulgated under the Securities Act and the applicable regulations promulgated by the SEC, and that the Preferred Stock may only be sold (i) pursuant to the Registration Statement or another registration statement with respect to the Preferred Stock which has been declared effective by the SEC, (ii) in transactions which comply with the provisions of Rule 144, or (iii) in a transaction that is exempt from registration under the Securities Act. Purchaser hereby covenants to maintain the effectiveness of the Registration Statement for a period of two years after the Closing Date and to provide the Selling Shareholder or the Securities Exchange, as applicable, upon the request of the Selling Shareholder, with a resale prospectus relating to the Preferred Stock during such two-year period. Purchaser further covenants that, during such two year period, Purchaser shall use all reasonable efforts to make all filings of the nature specified in paragraph (c)(1) of Rule 144 of the Securities Act. On or before the Closing Date, Purchaser shall deliver a copy of the prospectus constituting part of the Registration Statement to the applicable Securities Exchange upon which the Preferred Stock is to be listed.
RESTRICTIONS ON TRANSFER OF PREFERRED STOCK. Selling Shareholder understands that it may be deemed to be an "affiliate" of EQK within the meaning of Rule 145 ("Rule 145") promulgated under the Securities Act and the applicable regulations promulgated by the Securities and Exchange Commission (the "SEC"), although nothing contained herein should be construed as an admission of such fact. Selling Shareholder further understands that, if it were in fact an affiliate under the Securities Act, its ability to sell, assign or transfer the Preferred Stock may be restricted unless such transaction is made in conformity with the provisions of Rule 145. Selling Shareholder understands that the Preferred Stock may only be sold (i) pursuant to the Registration Statement or another registration statement with respect to the Preferred Stock which has been declared effective by the SEC, (ii) in transactions which comply with the provisions of Rule 145, or (iii) in a transaction that is exempt from registration under the Securities Act. Purchaser hereby covenants to maintain the effectiveness of the Registration Statement for a period of two years after the Closing Date and to provide the Selling Shareholder or the Securities Exchange, as applicable, upon the request of the Selling Shareholder, with a resale prospectus relating to the Preferred Stock during such two-year period. Purchaser further covenants that, during such two year period, Purchaser shall use all reasonable efforts to make all filings of the nature specified in paragraph (c)(1) of Rule 144 of the Securities Act.
RESTRICTIONS ON TRANSFER OF PREFERRED STOCK. From the date hereof until the earlier of the record date of the next stockholder meeting and August 18, 2023, each Purchaser, severally and not jointly with the other Purchasers, covenants that such Purchaser will not transfer, offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise)) any shares of Preferred Stock.
RESTRICTIONS ON TRANSFER OF PREFERRED STOCK. This Section 3.2 and Section 3.6 shall apply to all Transfers of Shares by an Investor and the remainder of Article III of this Agreement shall apply solely to Restricted Investors. Notwithstanding any implication to the contrary set forth in this Agreement, no Transfer shall have any force or effect unless: (a) such a Transfer is made in accordance with each of the provisions of this Agreement, (b) such a Transfer would not result in the violation of applicable federal or state securities laws, (c) the transferee in any such Transfer is an Accredited Investor, and (d) the intended transferee of such Transfer executes a joinder to this Agreement pursuant to which such intended transferee agrees to be bound by the provisions of this Agreement. Any attempt by an Investor to transfer any Shares in violation of any provision of this Agreement will be void and have no force or effect. The Company will not be required (i) to transfer on its books any Shares that have been sold, gifted or otherwise Transferred in violation of this Agreement or (ii) to treat as the owner of such Shares, or to accord the right to vote or pay dividends to, any purchaser, donee or other transferee to whom such Shares may have been so Transferred in violation of this Agreement.
