Common use of Restrictions on Transfer of the Shares Clause in Contracts

Restrictions on Transfer of the Shares. a. For as long as Warner is an employee of the Company or any Associated Company (as that term is used in the Employment Agreement that is described in Section 16 of this Option Agreement), Warner shall not transfer any Shares to any person or entity other than the Company, unless such shares shall have been registered pursuant to a Public Offering. b. After Warner is no longer an employee of the Company or any Associated Company and provided further that such shares shall not have been registered pursuant to a Public Offering, Warner shall not sell, encumber, pledge, transfer, hypothecate, assign or otherwise dispose of any of the Shares until Warner shall have first offered to sell such Shares to the Company (the "Offer") in accordance with the following provisions. c. The Offer made pursuant to Subsection (b) above shall be in writing, and shall state that Warner offers to sell to the Company a specified number of the Shares owned by Warner. For every Offer of the shares pursuant to Subsection (b) above, the Company shall have a period of fifteen (15) days from the time of receiving the Offer to accept it; such acceptance shall be in writing and shall be sent to Warner. d. The purchase price of any of the Shares sold pursuant to the provisions of Subsection (b) above shall be equal to the price offered to Warner for such shares by a bona fide third party purchaser, as evidenced by a written offer to purchase executed by such third party. The purchase price shall be paid to Warner in cash within fifteen (15) days of the Company's acceptance of the Offer. If any of the Shares which are offered for purchase pursuant to the provisions of Subsection (c) above are not accepted for purchase by the Company within the time limitations described in Subsection (c), Warner may transfer such shares to such bona fide third party purchaser in accordance with the terms of such purchaser's offer to purchase referred to in this Subsection (d). e. As a condition to the transfer of any of the shares issued pursuant to this Option Agreement, the Company may require an opinion of Counsel, reasonably satisfactory to the Company, to the effect that such transfer will not be in violation of the Securities Act of 1933, as amended (such Act, or any similar Federal statute then in effect, being hereinafter referred to as the "Act"), or any other applicable securities laws, rules or regulations, or that such transfer has been registered under Federal and all other applicable securities laws. f. Unless and until the Company shall have received a legal opinion described in subparagraph (e) hereof, all certificates evidencing any of the Shares, whether upon initial issuance or any transfer thereof, shall bear the following legends: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER SECURITIES LAWS, AND THEREFORE CANNOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR ASSIGNED UNLESS THEY ARE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER ALL OTHER APPLICABLE SECURITIES LAWS, OR UNLESS AN EXEMPTION THEREFROM IS AVAILABLE. THIS CERTIFICATE IS TRANSFERABLE ONLY UPON COMPLIANCE WITH THE PROVISIONS OF THAT CERTAIN STOCK OPTION AGREEMENT, EFFECTIVE AS OF JUNE 22, 1997, BETWEEN XXXXX XXXXXX AND @ ENTERTAINMENT, INC., A COPY OF WHICH IS ON FILE IN THE OFFICE OF THE SECRETARY OF @ ENTERTAINMENT, INC.

Restrictions on Transfer of the Shares. a. For as long as Warner Xxxxx is an employee of the Company or any Associated Company (as that term is used in the Employment Agreement that is described in Section 16 of this Option Agreement), Warner Xxxxx shall not transfer any Shares to any person or entity other than the Company, unless such shares shall have been registered pursuant to a Public Offering. b. After Warner Xxxxx is no longer an employee of the Company or any Associated Company and provided further that such shares shall not have been registered pursuant to a Public Offering, Warner Xxxxx shall not sell, encumber, pledge, transfer, hypothecate, assign or otherwise dispose of any of the Shares until Warner Xxxxx shall have first offered to sell such Shares to the Company (the "Offer") in accordance with the following provisions. c. The Offer made pursuant to Subsection (b) above shall be in writing, and shall state that Warner Xxxxx offers to sell to the Company a specified number of the Shares owned by WarnerXxxxx. For every Offer of the shares pursuant to Subsection (b) above, the Company shall have a period of fifteen (15) days from the time of receiving the Offer to accept it; such acceptance shall be in writing and shall be sent to WarnerXxxxx. d. The purchase price of any of the Shares sold pursuant to the provisions of Subsection (b) above shall be equal to the price offered to Warner Xxxxx for such shares by a bona fide third party purchaser, as evidenced by a written offer to purchase executed by such third party. The purchase price shall be paid to Warner Xxxxx in cash within fifteen (15) days of the Company's acceptance of the Offer. If any of the Shares which are offered for purchase pursuant to the provisions of Subsection (c) above are not accepted for purchase by the Company within the time limitations described in Subsection (c), Warner Xxxxx may transfer such shares to such bona fide third party purchaser in accordance with the terms of such purchaser's offer to purchase referred to in this Subsection (d). e. As a condition to the transfer of any of the shares issued pursuant to this Option Agreement, the Company may require an opinion of Counsel, reasonably satisfactory to the Company, to the effect that such transfer will not be in violation of the Securities Act of 1933, as amended (such Act, or any similar Federal statute then in effect, being hereinafter referred to as the "Act"), or any other applicable securities laws, rules or regulations, or that such transfer has been registered under Federal and all other applicable securities laws. f. Unless and until the Company shall have received a legal opinion described in subparagraph (e) hereof, all certificates evidencing any of the Shares, whether upon initial issuance or any transfer thereof, shall bear the following legends: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER SECURITIES LAWS, AND THEREFORE CANNOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR ASSIGNED UNLESS THEY ARE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER ALL OTHER APPLICABLE SECURITIES LAWS, OR UNLESS AN EXEMPTION THEREFROM IS AVAILABLE. THIS CERTIFICATE IS TRANSFERABLE ONLY UPON COMPLIANCE WITH THE PROVISIONS OF THAT CERTAIN STOCK OPTION AGREEMENT, EFFECTIVE AS OF JUNE 22, 1997, BETWEEN XXXXXXXXXX X. XXXXX XXXXXX AND @ ENTERTAINMENT, INC., A COPY OF WHICH IS ON FILE IN THE OFFICE OF THE SECRETARY OF @ ENTERTAINMENT, INC.

Restrictions on Transfer of the Shares. a. For as long as Warner is Szmyx xx an employee of the Company or any Associated Company (as that term is used in the Employment Agreement that is described in Section 16 of this Option Agreement), Warner shall Szmyx xxxll not transfer any Shares to any person or entity other than the Company, unless such shares shall have been registered pursuant to a Public Offering. b. After Warner is Szmyx xx no longer an employee of the Company or any Associated Company and provided further that such shares shall not have been registered pursuant to a Public Offering, Warner shall Szmyx xxxll not sell, encumber, pledge, transfer, hypothecate, assign or otherwise dispose of any of the Shares until Warner shall Szmyx xxxll have first offered to sell such Shares to the Company (the "Offer") in accordance with the following provisions. c. The Offer made pursuant to Subsection (b) above shall be in writing, and shall state that Warner offers Szmyx xxxers to sell to the Company a specified number of the Shares owned by WarnerSzmyx. For Xxr every Offer of the shares pursuant to Subsection (b) above, the Company shall have a period of fifteen (15) days from the time of receiving the Offer to accept it; such acceptance shall be in writing and shall be sent to WarnerSzmyx. d. The purchase price of any of the Shares sold pursuant to the provisions of Subsection (b) above shall be equal to the price offered to Warner for Szmyx xxx such shares by a bona fide third party purchaser, as evidenced by a written offer to purchase executed by such third party. The purchase price shall be paid to Warner in cash within fifteen (15) days of the Company's acceptance of the Offer. If any of the Shares which are offered for purchase pursuant to the provisions of Subsection (c) above are not accepted for purchase by the Company within the time limitations described in Subsection (c), Warner may transfer such shares to such bona fide third party purchaser in accordance with the terms of such purchaser's offer to purchase referred to in this Subsection (d). e. As a condition to the transfer of any of the shares issued pursuant to this Option Agreement, the Company may require an opinion of Counsel, reasonably satisfactory to the Company, to the effect that such transfer will not be in violation of the Securities Act of 1933, as amended (such Act, or any similar Federal statute then in effect, being hereinafter referred to as the "Act"), or any other applicable securities laws, rules or regulations, or that such transfer has been registered under Federal and all other applicable securities laws. f. Unless and until the Company shall have received a legal opinion described in subparagraph (e) hereof, all certificates evidencing any of the Shares, whether upon initial issuance or any transfer thereof, shall bear the following legends: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER SECURITIES LAWS, AND THEREFORE CANNOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR ASSIGNED UNLESS THEY ARE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER ALL OTHER APPLICABLE SECURITIES LAWS, OR UNLESS AN EXEMPTION THEREFROM IS AVAILABLE. THIS CERTIFICATE IS TRANSFERABLE ONLY UPON COMPLIANCE WITH THE PROVISIONS OF THAT CERTAIN STOCK OPTION AGREEMENT, EFFECTIVE AS OF JUNE 22, 1997, BETWEEN XXXXX XXXXXX AND @ ENTERTAINMENT, INC., A COPY OF WHICH IS ON FILE IN THE OFFICE OF THE SECRETARY OF @ ENTERTAINMENT, INC.third

Restrictions on Transfer of the Shares. a. For as long as Warner is Makoxxxx xx an employee of the Company or any Associated Company (as that term is used in the Executive Employment Agreement that is described in Section 16 14 of this Option Agreement), Warner shall Makoxxxx xxxll not transfer any Shares to any person or entity other than the Company, unless such shares shall have been registered pursuant to a Public OfferingPCI. b. After Warner is Makoxxxx xx no longer an employee of the Company or any Associated Company and provided further that such shares shall not have been registered pursuant to a Public Offering, Warner shall Makoxxxx xxxll not sell, encumber, pledge, transfer, hypothecate, assign or otherwise dispose of any of the Shares until Warner shall Makoxxxx xxxll have first offered to sell such Shares to the Company (the "Offer") in accordance with the following provisions. c. The Offer made pursuant to Subsection (b) above shall be in writing, and shall state that Warner offers Makoxxxx xxxers to sell to the Company a specified number of the Shares owned by WarnerMakoxxxx. For Xxr every Offer of the shares Shares pursuant to Subsection (b) above, the Company shall have a period of fifteen (15) days from the time of receiving the Offer to accept it; such acceptance shall be in writing and shall be sent to WarnerMakoxxxx. d. The purchase price of any of the Shares sold pursuant to the provisions of Subsection (b) above shall be equal to the price offered to Warner for Makoxxxx xxx such shares by a bona fide third party purchaser, as evidenced by a written offer to purchase executed by such third party. The purchase price shall be paid to Warner in Makoxxxx xx cash within fifteen (15) days of the Company's acceptance of the Offer. If any of the Shares which are offered for purchase pursuant to the provisions of Subsection (c) above are not accepted for purchase by the Company within the time limitations described in Subsection (c), Warner may Makoxxxx xxx transfer such shares to such bona fide third party purchaser in accordance with the terms of such purchaser's offer to purchase referred to in this Subsection (d). e. As a condition to the transfer of any of the shares Shares issued pursuant to this Option Agreement, the Company may require an opinion of Counselcounsel, reasonably satisfactory to the Company, to the effect that such transfer will not be in violation of the Securities Act of 1933, as amended (such Act, or any similar Federal statute then in effect, being hereinafter referred to as the "Act"), or any other applicable securities laws, rules or regulations, or that such transfer has been registered under Federal and all other applicable securities laws. f. Unless and until the Company shall have has received a legal opinion described in subparagraph (e) hereofregarding saleability of the Shares that is satisfactory to the Company, all certificates evidencing any of the Shares, whether upon initial issuance or any transfer thereof, shall bear the following legends: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER SECURITIES LAWS, AND THEREFORE CANNOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR ASSIGNED UNLESS THEY ARE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER ALL OTHER APPLICABLE SECURITIES LAWS, OR UNLESS AN EXEMPTION THEREFROM IS AVAILABLE. THIS CERTIFICATE IS TRANSFERABLE ONLY UPON COMPLIANCE WITH THE PROVISIONS OF THAT CERTAIN STOCK OPTION AGREEMENT, EFFECTIVE AS OF JUNE 222 16 JANUARY , 1997, BETWEEN XXXXX XXXXXX AND @ ENTERTAINMENTGEORXX XXXXXXXX XXX POLAND COMMUNICATIONS, INC., A COPY OF WHICH IS ON FILE IN THE OFFICE OF THE SECRETARY OF @ ENTERTAINMENTPOLAND COMMUNICATIONS, INC.

Restrictions on Transfer of the Shares. a. For as long as Warner is an employee of the Company or any Associated Company (as a) The Purchaser agrees that term is used in the Employment Agreement that is described in Section 16 of this Option Agreement), Warner shall not transfer any Shares to any person or entity other than the Company, unless such shares shall have been registered pursuant to a Public Offering. b. After Warner is no longer an employee of the Company or any Associated Company and provided further that such shares shall not have been registered pursuant to a Public Offering, Warner shall it will not sell, encumber, pledge, transfer, hypothecate, assign or otherwise dispose of ("Transfer") the Shares prior to the second anniversary of the Closing Date. Notwithstanding the foregoing, the Purchaser shall have the right to effect the Transfer of any or all of the Shares (i) at any time following the termination of the Distribution Agreement for any reason, (ii) at any time following the 180th day after the consummation of a Qualified IPO or (iii) at any time after the termination by the Company of the Purchaser's exclusive distribution rights set forth in the Distribution Agreement as a result of the Purchaser's failure to meet specified sales targets. A "Transfer" shall not include any transfer or assignment to any Affiliate of the Purchaser or the transfer or assignment to the successor in interest of the Purchaser. (b) If the event described in clause (iii) of Section 7.8(a) has occurred, then until Warner the second anniversary of the Closing Date, so long as neither of the events described in clauses (i) and (ii) of Section 7.8(a) has occurred, if the Purchaser desires to effect a Transfer of the Shares to a bona fide third party purchaser in an arms'-length transaction, the Purchaser shall have first offered to sell such Shares give notice to the Company (of the "Offer") in accordance with proposed Transfer, specifying the following provisions. c. The Offer made pursuant to Subsection (b) above price on which the Transfer would be effected. Such notice shall be in writing, and shall state that Warner offers constitute an offer to sell the Shares proposed to be transferred to the Company a for the price and upon the terms and conditions specified number of the Shares owned by Warnertherein. For every Offer of the shares pursuant to Subsection (b) above, the The Company shall have a period of fifteen (15) ten business days from the time of receiving the Offer to accept it; such acceptance shall be in writing and shall be sent or reject the offer with respect to Warner. d. The purchase price of any all, but no less than all, of the Shares sold pursuant proposed to be transferred. If the Company rejects the offer or fails to accept the offer within such ten-business day period, then the Purchaser may proceed to consummate the proposed Transfer. If the Company accepts the offer within such ten-business day period, the closing of the purchase by the Company shall be held at the offices of the Purchaser no later than five business days following acceptance of the offer. (c) If a Qualified IPO has not occurred and the Purchaser gives notice to the Company that it wishes to sell some or all of the Equity Securities it owns, the Company shall use commercially reasonable efforts to locate a purchaser for the Equity Securities that the Purchaser wishes to sell. (d) Any certificates for Shares shall bear a legend indicating that the Shares are subject to the provisions of Subsection (b) above shall be equal to the price offered to Warner for such shares by a bona fide third party purchaser, as evidenced by a written offer to purchase executed by such third party. The purchase price shall be paid to Warner in cash within fifteen (15) days of the Company's acceptance of the Offer. If any of the Shares which are offered for purchase pursuant to the provisions of Subsection (c) above are not accepted for purchase by the Company within the time limitations described in Subsection (c), Warner may transfer such shares to such bona fide third party purchaser in accordance with the terms of such purchaser's offer to purchase referred to in this Subsection (d). e. As a condition to the transfer of any of the shares issued pursuant to this Option Agreement, the Company may require an opinion of Counsel, reasonably satisfactory to the Company, to the effect that such transfer will not be in violation of the Securities Act of 1933, as amended (such Act, or any similar Federal statute then in effect, being hereinafter referred to as the "Act"), or any other applicable securities laws, rules or regulations, or that such transfer has been registered under Federal and all other applicable securities laws. f. Unless and until the Company shall have received a legal opinion described in subparagraph (eSection 7.8(a) hereof, all certificates evidencing any of the Shares, whether upon initial issuance or any transfer thereof, shall bear the following legends: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER SECURITIES LAWS, AND THEREFORE CANNOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR ASSIGNED UNLESS THEY ARE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER ALL OTHER APPLICABLE SECURITIES LAWS, OR UNLESS AN EXEMPTION THEREFROM IS AVAILABLE. THIS CERTIFICATE IS TRANSFERABLE ONLY UPON COMPLIANCE WITH THE PROVISIONS OF THAT CERTAIN STOCK OPTION AGREEMENT, EFFECTIVE AS OF JUNE 22, 1997, BETWEEN XXXXX XXXXXX AND @ ENTERTAINMENT, INC., A COPY OF WHICH IS ON FILE IN THE OFFICE OF THE SECRETARY OF @ ENTERTAINMENT, INC.