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

Restrictions on Transfer of Voting Stock. (a) The Investor shall not, directly or indirectly, sell or transfer any Voting Stock of the Company except (i) to the Company or any person or group approved in writing by the Company; or (ii) to any Affiliated Transferee, so long as such Affiliated Transferee agrees to hold such Voting Stock subject to all the provisions of this Agreement, including this Section 10.3, and agrees to transfer such Voting Stock to the Investor or another Affiliated Transferee of the Investor if it ceases to be of the Investor; or (iii) pursuant to a bona fide public offering registered under the Securities Act (which shall be structured to distribute such shares or rights through an underwriter or otherwise in such a manner as should not result in a sale or sales of beneficial ownership of Voting Stock with aggregate voting power of 10% or more of the Total Voting Power of the Company then in effect being transferred to a single person or group); or (iv) into the public market pursuant to SEC Rule 144 (including Section (k) of SEC Rule 144 or a successor rule) under the Securities Act (which shall be structured to distribute such shares or rights through an underwriter or otherwise in such a manner as should not result in a sale or sales of beneficial ownership of Voting Stock with aggregate voting power of 10% or more of the Total Voting Power of the Company then in effect being transferred to a single person or group); or (v) subject to the Company's right of first refusal as set forth in Section 12.1 hereof, in transactions not otherwise described herein so long as such transactions do not, directly or indirectly, result, to the knowledge of Investor, in any single person or group owning or having the right to acquire Voting Stock with aggregate voting power of 10% or more of the Total Voting Power of the Company then in effect, and provided Investor shall not sell Voting Stock to an entity which is an existing customer (defined as an entity which has ordered a product from the Company), or a prospective customer (defined as an entity with which the Company has had bona fide discussions in the prior twelve (12) months regarding purchase of a product from the Company), or a competitor of the Company without the written consent of the Company; or (vi) pursuant to a bona fide pledge of such Voting Stock to an institutional lender to secure a loan, guarantee or other financial support, provided that such lender agrees to hold such Voting Stock subject to all provisions of this Agreement and any sale or disposition by such lender of such pledged Voting Stock shall be subject to the limitations of this Section 10.3; or (vii) in the event of a merger or consolidation in which the holders of Voting Stock of the Company prior to the merger or consolidation cease to hold at least 51% of the Voting Stock of the surviving entity, or pursuant to a plan of liquidation of the Company.

Restrictions on Transfer of Voting Stock. (a) The Investor Purchaser shall not, directly or indirectly, sell or transfer any Voting Stock for a period of two years commencing with the Company except Closing Date. (b) Subject to Section 8.6(a), the Purchaser shall not, directly or indirectly, sell or transfer any Voting Stock except: (i) to the Company or any person or group approved in writing by the Company; or ; (ii) to any Affiliated Transfereea corporation of which the Purchaser owns not less than 80% of the Total Voting Power entitled to be cast in the election of directors and which is not a direct competitor with the Company (a "Controlled Corporation"), so as long as such Affiliated Transferee Controlled Corporation agrees to hold such Voting Stock subject to all the provisions of this Agreement, including this Section 10.38.6, and agrees to transfer such Voting Stock to the Investor Purchaser or another Affiliated Transferee Controlled Corporation of the Investor Purchaser if it ceases to be a Controlled Corporation of the Investor; or Purchaser; (iii) pursuant to a bona fide public offering registered Rule 144 under the Securities Act (which shall be structured but only to distribute such shares or rights through an underwriter or otherwise in such a manner as should not result in a the extent the sale or sales of beneficial ownership transfer of Voting Stock at any time is in compliance with aggregate voting power the volume limitations of 10% or more of the Total Voting Power of the Company then in effect being transferred to a single person or groupparagraph (e) thereunder); or ; (iv) into the public market pursuant to SEC Rule 144 (including Section (k) of SEC Rule 144 or a successor rule) under the Securities Act (which shall be structured to distribute such shares or rights through an underwriter or otherwise in such a manner as should not result in a sale or sales of beneficial ownership of Voting Stock with aggregate voting power of 10% or more of the Total Voting Power of the Company then in effect being transferred to a single person or group); or (v) subject to the Company's right of first refusal as set forth in Section 12.1 9.1 hereof, pursuant to an effective registration statement under the 1933 Securities Act or in transactions not otherwise described herein so as long as such transactions do not, directly or indirectly, individually or in the aggregate, result, to the best knowledge of Investorthe Purchaser, after reasonable inquiry, in any single person or group owning or having the right to acquire Voting Stock with aggregate voting power of 10representing 5% or more of the Total Voting Power of the Company then in effect, and provided Investor shall not sell ; (v) in response to (A) an offer to purchase or exchange for cash or other consideration any Voting Stock to an entity (I) which is an existing customer (defined as an entity which has ordered a product from made by or on behalf of the Company), or a prospective customer (defined as an entity with II) which is made by another person or group and is not opposed by the Company has had bona fide discussions in the prior twelve (12) months regarding purchase Board of a product from the Company), or a competitor Directors of the Company without within the written consent time such Board is required, pursuant to regulations under the Exchange Act, to advise the Company's shareholders of such Board's position on such offer, or (B) subject to the Company's rights of first refusal as set forth in Section 9.1, any other offer made by another person or group to purchase or exchange for cash or other consideration any Voting Stock which, if successful, would result in such person or group owning or having the right to acquire Voting Stock representing more than 50% of the Company; or Total Voting Power of the Company then in effect; (vi) pursuant to a bona fide pledge of such Voting Stock to an institutional lender to secure a loan, guarantee or other financial support, provided that such lender agrees to hold such Voting Stock subject to all provisions of this Agreement and any sale or disposition by such lender of such pledged Voting Stock shall be subject to the limitations of this Section 10.3; or 8.6; (vii) in the event of a merger or consolidation in which the holders of Voting Stock of the Company prior to the merger or consolidation cease to hold at least 51% of the Voting Stock of the surviving entity, or ; or (viii) pursuant to a plan of liquidation of the Company. Any shares permitted to be sold hereunder shall be free and clear of the restrictions contained in this Agreement.

Restrictions on Transfer of Voting Stock. (a) The Investor (or any Affiliated Entity or Affiliated Transferee or other person to whom the Voting Stock of the Company has been sold or transferred as permitted by this Section) shall not, directly or indirectly, sell or transfer any Voting Stock of the Company except (i) to the Company or any person or group approved in writing by the Company; or (ii) to any Affiliated Transferee, so long as such Affiliated Transferee agrees to hold such Voting Stock subject to all the provisions of this Agreement, including this Section 10.3, and agrees to transfer such Voting Stock to the Investor or another Affiliated Transferee of the Investor if it ceases to be of the Investor; or (iii) pursuant to a bona fide public offering registered under the Securities Act (which shall be structured to distribute such shares or rights through an underwriter or otherwise in such a manner as should not result in a sale or sales of beneficial ownership of Voting Stock with aggregate voting power of 10% or more of the Total Voting Power of the Company then in effect being transferred to a single person or group); , or (iv) into the public market pursuant to SEC Rule 144 (including Section (k) of SEC Rule 144 or a successor rule) under the Securities Act (which shall be structured to distribute such shares or rights through an underwriter or otherwise in such a manner as should not result in a sale or sales of beneficial ownership of Voting Stock with aggregate voting power of 10% or more of the Total Voting Power of the Company then in effect being transferred to a single person or group); or (v) subject to the Company's right of first refusal as set forth in Section 12.1 hereof, in transactions not otherwise described herein so long as such transactions do not, directly or indirectly, result, to the knowledge of Investor, in any single person or group owning or having the right to acquire Voting Stock with aggregate voting power of 10% or more of the Total Voting Power of the Company then in effect, and provided Investor shall not sell Voting Stock to an any entity which is an existing customer (defined as an entity which has ordered a product from the Company), or a prospective customer (defined as an entity with which the Company has had bona fide discussions in the prior twelve (12) months regarding purchase of a product from the Company), or a competitor of the Company without the written consent of the Company; or (vi) pursuant to a bona fide pledge of such Voting Stock to an institutional lender to secure a loan, guarantee or other financial support, provided that such lender agrees to hold such Voting Stock subject to all provisions of this Agreement and any sale or disposition by such lender of such pledged Voting Stock shall be subject to the limitations of this Section 10.3; or (vii) in the event of a merger or consolidation in which the holders of Voting Stock of the Company prior to the merger or consolidation cease to hold at least 51% of the Voting Stock of the surviving entity, or pursuant to a plan of liquidation of the Company; or (viii) to an Affiliated Entity, or from an Affiliated Entity to another Affiliated Entity; or (ix) subject to Section 7.6(ii) in the case of a sale, transfer or disposition in the 90 days following the effective date of any registration statement filed on behalf of the Company with the Securities and Exchange Commission, to an entity in which the Investor or an Affiliated Transferee or Affiliated Entity has an equity interest in one or more cash-settled hedging or other risk management transactions.

Restrictions on Transfer of Voting Stock. (a) The Investor Dade Behring shall not, directly or indirectly, sell or transfer any Voting Stock of the Company except (ia) to the Company or any person or group approved in writing by the Company; or (iib) to any Affiliated Transfereea corporation of which Dade Behring owns not less than 80% of the voting power entitled to be cast in such corporation’s election of directors (a “Controlled Corporation”), so long as such Affiliated Transferee Controlled Corporation agrees to hold such Voting Stock subject to all the provisions of this Agreement, including this Section 10.35.6, and agrees to transfer such Voting Stock to the Investor Dade Behring or another Affiliated Transferee Controlled Corporation of the Investor Dade Behring if it such corporation ceases to be a Controlled Corporation of the InvestorDade Behring; or (iiic) pursuant to a bona fide public offering registered under the Securities Act (which shall be structured to distribute such shares or rights through an underwriter or otherwise in such a manner as should not result in a sale or sales of beneficial ownership of Voting Stock with aggregate voting power Voting Power of 105% or more of the Total Voting Power of the Company then in effect at such time being transferred to a single person or group), registered under the Securities Act, of either Voting Stock or securities exchangeable or exercisable for Voting Stock or pursuant to a rights offering or a dividend or other distribution to stockholders of Dade Behring; or (ivd) into the public market pursuant to SEC Rule 144 (including Section (k) of SEC Rule 144 or a successor rule) under the Securities Act (which shall be structured to distribute such shares or rights through an underwriter or otherwise in such a manner as should not result in a sale or sales of beneficial ownership of Voting Stock with aggregate voting power of 10% or more of the Total Voting Power of the Company then in effect being transferred to a single person or groupexcluding Rule 144(k)); or (ve) subject to the Company's right of first refusal as set forth in Section 12.1 hereof, in transactions not otherwise described herein so long as such transactions do not, directly or indirectly, result, to the best knowledge of InvestorDade Behring, after reasonable inquiry, in any single person or group owning or having the right to acquire Voting Stock with aggregate voting power Voting Power of 105% or more of the Total Voting Power of the Company then at such time; or (f) in effect, and provided Investor shall not sell response to (1) an offer to purchase or exchange for cash or other consideration any Voting Stock to an entity which (A) that is an existing customer (defined as an entity which has ordered a product from made by or on behalf of the Company), or a prospective customer (defined as an entity with which B) that is made by another person or group and is not opposed by the Company has had bona fide discussions in the prior twelve (12) months regarding purchase Board of a product from the Company), or a competitor Directors of the Company without within the written consent time such Board is required, pursuant to regulations under the Exchange Act, to advise the Company’s stockholders of such Board’s position on such offer, or (2) any other offer made by another person or group to purchase or exchange for cash or other consideration any Voting Stock that, if successful, would result in such person or group owning or having the right to acquire Voting Stock with aggregate Voting Power of more than 40% of the CompanyTotal Voting Power of the Company at such time; or (vig) pursuant to a bona fide pledge of such Voting Stock to an institutional lender to secure a loan, guarantee or other financial support, provided that such lender agrees to hold such Voting Stock subject to all provisions of this Agreement and any sale or disposition by such lender of such pledged Voting Stock shall be subject to the limitations of this Section 10.3; 5.6, or (viih) in the event of a merger or consolidation in which the holders of Voting Stock of the Company prior to the merger or consolidation cease to hold at least 51% of the Voting Stock of the surviving entity, or (i) pursuant to a plan of liquidation of the Company.