Common use of Restrictions on Transfer of Restricted Securities Clause in Contracts

Restrictions on Transfer of Restricted Securities. Until the third anniversary of the Initial Closing Date, neither of the PCP Entities nor Trace shall Transfer any of its Restricted Securities except: (a) as part of a merger, consolidation or amalgamation of the Company or a tender offer for Common Stock of the Company which is open to all stockholders of the Company; (b) in the case of a PCP Entity, a Transfer of Common Stock in compliance with Section 4.2 of this Agreement to a Transferee that has agreed to comply with the provisions of Section 4.2. (c) to a Permitted Transferee who shall have become a party to this Agreement by executing a signature page hereto and delivering such signature page to the Company and the other Restricted Stockholders, which execution and delivery shall constitute an agreement by such Permitted Transferee that it and the Restricted Securities that it acquires shall be bound by and entitled to the benefits of this Agreement; (d) pursuant to a Brokers' Transaction (as such term is defined in Rule 144(g) under the Securities Act) or pursuant to an underwritten public offering of Common Stock; or (e) to a pledgee of the Restricted Securities pursuant to a pledge (or other security) agreement existing as of the date of this Agreement.