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

Restrictions on Transfer of Voting Securities. Neither ADLT nor any affiliated entity shall dispose of beneficial ownership or voting control of Voting Securities or any right thereto except (i) to the Company or any person or group approved by the Company; (ii) to a corporation or other entity of which ADLT owns not less than 50% of the voting power entitled to be cast in the election of directors or managers, as the case may be (a "Controlled Enterprise"), so long as such Controlled Enterprise agrees to hold such Voting Stock subject to all the provisions of this Agreement, including this Section 4, and agrees to transfer such Voting Securities to ADLT or another Controlled Enterprise of ADLT if it ceases to be a Controlled Enterprise of ADLT; (iii) pursuant to a bona fide public offering registered under the Securities Act of either Voting Securities or securities exchangeable or exercisable for Securities (in which ADLT obtains more than 10% of the offering and ADLT does not have the ability to select the purchasers); (iv) pursuant to Rule 144 under the Securities Act (provided that if Rule 144(k) is available, such transfer nevertheless is within the volume limits and manner of sale requirements applicable to non-144(k) transfers under Rule 144); (v) in transaction not described in (i), (ii), (iii), (iv) or (vi) hereof so long as such transactions do not, directly or indirectly, result in any person or group owning or having the right to acquire or intent to acquire beneficial ownership of Voting Securities with aggregate voting power of five percent (5%) or more of the aggregate voting power of all outstanding Voting Securities (as determined if all Voting Securities were voting together); or (vi) in response to an offer to purchase or exchange for cash or other consideration any Voting Securities that (a) is made by or on behalf of the Company, or (b) is made by another person or group and is not opposed by the Board of Directors of the Company within the time such Board is required, pursuant to regulations under the Exchange Act, to advise Company stockholders of such Board's position on such offer. ADLT's obligations pursuant to this Section 4 shall terminate effective upon termination of the Company's obligations pursuant to Section 3 hereof.

Restrictions on Transfer of Voting Securities. Neither Except for the Transfer, neither ADLT nor any affiliated entity shall dispose of beneficial ownership or voting control of Voting Securities or any right thereto, except in accordance with applicable state and federal securities laws. The Trust shall not dispose of beneficial ownership or voting control of Voting Securities or any right thereto except (i) to the Company or any person or group approved by the Company; (ii) to a corporation or other entity of which ADLT the Trust owns not less than 50% of the voting power entitled to be cast in the election of directors or managers, as the case may be (a "Controlled Enterprise"), so long as such Controlled Enterprise agrees to hold such Voting Stock subject to all the provisions of this Agreement, including this Section 48, and agrees to transfer such Voting Securities to ADLT the Trust or another Controlled Enterprise of ADLT the Trust if it ceases to be a Controlled Enterprise of ADLTthe Trust; (iii) pursuant to a bona fide public offering registered under the Securities Act of either Voting Securities or securities exchangeable or exercisable for Securities (in which ADLT the Trust obtains more than 10% of the offering and ADLT the Trust does not have the ability to select the purchasers); (iv) pursuant to Rule 144 under the Securities Act (provided that if Rule 144(k) is available, such transfer nevertheless is within the volume limits and manner of sale requirements applicable to non-144(k) transfers under Rule 144); (v) in transaction not described in (i), (ii), (iii), (iv), (vi) or (vivii) hereof so long as such transactions do not, directly or indirectly, result in any person or group owning or having the right to acquire or intent to acquire beneficial ownership of Voting Securities with aggregate voting power of five percent (5%) % or more of the aggregate voting power of all outstanding Voting Securities (as determined if all Voting Securities were voting together)) except during any period that the effectiveness of a Form S-3 Registration Statement filed or to be filed pursuant to Exhibit A covering such Voting Securities is revoked, withdrawn, suspended during any "black-out" period or unreasonably delayed, in which case such aggregate voting power threshold shall be 10% rather than 5%; (vi) the transfer of any warrant for Voting Securities issued by the Company to a person or persons approved in advance by the Company to the extent that the exercise or conversion of such warrant by the Trust would violate the Xxxx Xxxxx Xxxxxx Act or, in the opinion of counsel, would otherwise be a potential violation of antitrust law, or (vivii) in response to an offer to purchase or exchange for cash or other consideration any Voting Securities that (a) is made by or on behalf of the Company, or (b) is made by another person or group and is not opposed by the Board of Directors of the Company within the time such Board is required, pursuant to regulations under the Exchange Act, to advise Company stockholders of such Board's position on such offer. ADLTThe Trust's obligations pursuant to this Section 4 8 shall terminate effective upon termination of the Company's obligations pursuant first date that the Trust ceases to Section 3 hereofhold the Minimum Interest.

Restrictions on Transfer of Voting Securities. Neither Except for the Transfer, neither ADLT nor any affiliated entity shall dispose of beneficial ownership or voting control of Voting Securities or any right thereto. The Trust shall not dispose of beneficial ownership or voting control of Voting Securities or any right thereto except (i) to the Company or any person or group approved by the Company; (ii) to a corporation or other entity of which ADLT the Trust owns not less than 50% of the voting power entitled to be cast in the election of directors or managers, as the case may be (a "Controlled Enterprise"), so long as such Controlled Enterprise agrees to hold such Voting Stock subject to all the provisions of this Agreement, including this Section 49, and agrees to transfer such Voting Securities to ADLT the Trust or another Controlled Enterprise of ADLT the Trust if it ceases to be a Controlled Enterprise of ADLTthe Trust; (iii) pursuant to a bona fide public offering registered under the Securities Act of either Voting Securities or securities exchangeable or exercisable for Securities (in which ADLT the Trust obtains more than 10% of the offering and ADLT the Trust does not have the ability to select the purchasers); (iv) pursuant to Rule 144 under the Securities Act (provided that if Rule 144(k) is available, such transfer nevertheless is within the volume limits and manner of sale requirements applicable to non-144(k) transfers under Rule 144); (v) in transaction not described in (i), (ii), (iii), (iv), (vi) or (vivii) hereof so long as such transactions do not, directly or indirectly, result in any person or group owning or having the right to acquire or intent to acquire beneficial ownership of Voting Securities with aggregate voting power of five percent (5%) 10% or more of the aggregate voting power of all outstanding Voting Securities (as determined if all Voting Securities were voting together); (vi) the transfer of any warrant for Voting Securities issued by the Company to a person or persons approved in advance by the Company to the extent that the exercise or conversion of such warrant by the Trust would violate the Xxxx Xxxxx Xxxxxx Act or, in the opinion of counsel, would otherwise be a potential violation of antitrust law, or (vivii) in response to an offer to purchase or exchange for cash or other consideration any Voting Securities that (a) is made by or on behalf of the Company, or (b) is made by another person or group and is not opposed by the Board of Directors of the Company within the time such Board is required, pursuant to regulations under the Exchange Act, to advise Company stockholders of such Board's position on such offer. ADLTThe Trust's obligations pursuant to this Section 4 9 shall terminate effective upon termination of the Company's obligations pursuant first date that the Trust ceases to Section 3 hereofhold the Minimum Interest.

Restrictions on Transfer of Voting Securities. Neither ADLT nor (a) The Purchaser shall not, directly or indirectly, sell or Transfer any affiliated entity shall dispose of beneficial ownership or voting control of Voting Securities for a period of one year commencing with the Closing Date. (b) Subject to Section 8.6(a), the Purchaser shall not, directly or indirectly, sell or Transfer any right thereto except Voting Securities, except (i) to the Company or any person or group approved by the Company; ; (ii) to a corporation or other entity of which ADLT owns not less than 50% an Affiliate of the voting power entitled to be cast in the election of directors or managersPurchaser, as the case may be (a "Controlled Enterprise"), so long as such Controlled Enterprise Affiliate agrees to hold such Voting Stock Securities subject to all the provisions of this Agreement, including this Section 48.6, and agrees to transfer Transfer such Voting Securities to ADLT the Purchaser or another Controlled Enterprise Affiliate of ADLT the Purchaser if it ceases to be a Controlled Enterprise an Affiliate of ADLT; the Purchaser; (iii) pursuant to a bona fide public offering registered under the Securities Act of either Voting Securities or securities exchangeable or exercisable for Securities (in which ADLT obtains more than 10% of the offering and ADLT does not have the ability to select the purchasers); (iv) pursuant to Rule 144 under the Securities Act (provided that if Rule 144(k) but only to the extent the sale or Transfer of Voting Securities at any time is available, such transfer nevertheless is within in compliance with the volume limits and manner limitations of sale requirements applicable paragraph (e) thereunder); (iv) pursuant to non-144(k) transfers an effective registration statement under Rule 144); the Securities Act; (v) subject to the Company's right of first refusal as set forth in transaction Section 9.1 hereof, in transactions not otherwise described in (i), (ii), (iii), (ivthis Section 9.1(b) or (vi) hereof so as long as such transactions do not, directly or indirectly, result individually or in the aggregate, result, to the best knowledge of the Purchaser, after reasonable inquiry, in any single person or group owning or having the right to acquire or intent to acquire beneficial ownership of Voting Securities with aggregate voting power of five percent (representing 5%) % or more of the aggregate voting power Total Voting Power of all outstanding the Company then in effect; (vi) pursuant to a bona fide pledge of such Voting Securities (as determined if all to an institutional lender to secure a loan, guarantee or other financial support, provided that such lender agrees to hold such Voting Securities were voting togethersubject to all provisions of this Agreement and any sale or disposition by such lender of such pledged Voting Securities shall be subject to the limitations of this Section 8.6; or (vii) pursuant to a pro rata dividend to the stockholders of the Purchaser. (c) Notwithstanding Section 8.6(a); , Purchaser may, directly or indirectly, sell or Transfer any Voting Securities: (vii) in response to (A) an offer to purchase or exchange for cash or other consideration any Voting Securities that (aI) which is made by or on behalf of the Company, or (bII) which is made by another person or group and is either recommended to the shareholders of the Company by the Board of Directors or not opposed by the Board of Directors of the Company within the time such Board is required, pursuant to regulations under the Exchange Act, to advise Company stockholders the Company's shareholders of such Board's position on such offer. ADLT's obligations , or (III) in the case of a merger or other business combination transaction, which has been approved by the shareholders of the Company (including approval without a meeting pursuant to the short-form merger provisions of the North Carolina Business Corporation Act) in a manner so as to be legally binding on all shareholders of the Company and so as to require the disposition by such shareholders of their shares pursuant to such merger or other business combination transaction (without regard to this Agreement) or (B) subject to the Company's rights of first refusal as set forth in Section 4 shall terminate effective upon termination 9.1, any other offer made by another person or group to purchase or exchange for cash or other consideration any Voting Securities which, if successful, would result in such person or group owning or having the right to acquire Voting Securities representing more than 50 % of the Total Voting Power of the Company then in effect; (ii) in the event of a merger or consolidation in which the holders of Voting Securities of the Company prior to the merger or consolidation cease to hold at least 51% of the voting securities of the surviving entity; or (iii) pursuant to a plan of liquidation of the Company's obligations pursuant . Any shares permitted to Section 3 hereofbe sold hereunder shall be free and clear of the restrictions contained in this Agreement.

Restrictions on Transfer of Voting Securities. Neither Except for the Transfer, neither ADLT nor any affiliated entity shall dispose of beneficial ownership or voting control of Voting Securities or any right thereto, except in accordance with applicable state and federal securities laws. The Trust shall not dispose of beneficial ownership or voting control of Voting Securities or any right thereto except (i) to the Company or any person or group approved by the Company; (ii) to a corporation or other entity of which ADLT the Trust owns not less than 50% of the voting power entitled to be cast in the election of directors or managers, as the case may be (a "Controlled Enterprise"), so long as such Controlled Enterprise agrees to hold such Voting Stock subject to all the provisions of this Agreement, including this Section 48, and agrees to transfer such Voting Securities to ADLT the Trust or another Controlled Enterprise of ADLT the Trust if it ceases to be a Controlled Enterprise of ADLTthe Trust; (iii) pursuant to a bona fide public offering registered under the Securities Act of either Voting Securities or securities exchangeable or exercisable for Securities (in which ADLT the Trust obtains more than 10% of the offering and ADLT the Trust does not have the ability to select the purchasers); (iv) pursuant to Rule 144 under the Securities Act (provided that if Rule 144(k) is available, such transfer nevertheless is within the volume limits and manner of sale requirements applicable to non-144(k) transfers under Rule 144); (v) in transaction not described in (i), (ii), (iii), (iv), (vi) or (vivii) hereof so long as such transactions do not, directly or indirectly, result in any person or group owning or having the right to acquire or intent to acquire beneficial ownership of Voting Securities with aggregate voting power of five percent (5%) % or more of the aggregate voting power of all outstanding Voting Securities (as determined if all Voting Securities were voting together)) except during any period that the effectiveness of a Form S-3 Registration Statement filed or to be filed pursuant to Exhibit A covering such Voting Securities is revoked, withdrawn, suspended during any "black-out" period or unreasonably delayed, in which case such aggregate voting power threshold shall be 10% rather than 5%; (vi) the transfer of any warrant for Voting Securities issued by the Company to a person or persons approved in advance by the Company to the extent that the exercise or conversion of such warrant by the Trust would violate the Hart Scott Rodino Act or, in the opinion of counsel, would otherwisx xx x xxxxxxxxx violation of antitrust law, or (vivii) in response to an offer to purchase or exchange for cash or other consideration any Voting Securities that (a) is made by or on behalf of the Company, or (b) is made by another person or group and is not opposed by the Board of Directors of the Company within the time such Board is required, pursuant to regulations under the Exchange Act, to advise Company stockholders of such Board's position on such offer. ADLTThe Trust's obligations pursuant to this Section 4 8 shall terminate effective upon termination of the Company's obligations pursuant first date that the Trust ceases to Section 3 hereofhold the Minimum Interest.