Common use of Restrictions on Transfer Registration Rights Clause in Contracts

Restrictions on Transfer Registration Rights. (a) Each Investor agrees not to make any disposition of all or any portion of the Stand-By Shares unless and until: (i) there is then in effect a registration statement under the 1933 Act and all applicable state securities laws covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) (A) the Investor shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition, and (B) the Investor shall have furnished the Company, at the expense of such Investor or its transferee, with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such securities under the 1933 Act or under any applicable state securities laws. (b) The Stand-By Shares shall be Registrable Shares for purposes of the Registration Rights Agreement, dated June 12, 1998, between the Company, Harvard and Capricorn (the "Registration Rights Agreement"), as ----------------------------- amended. By signing and entering into this Agreement, the Company, the Investors and Harvard each agree that the Registration Rights Agreement shall be binding upon and inure to the benefit of Demeter and Phemus. The Company and Demeter and Phemus will execute an amendment to the Registration Rights Agreement to confirm the rights and responsibilities of Demeter and Phemus under the Registration Rights Agreement. Notwithstanding the provisions of paragraphs (i) and (ii) above, no such registration statement or opinion of counsel shall be required: (A) for any transfer of any of the Stand-By Shares in compliance with SEC Rule 144; or (B) for any transfer of any of the Stand-By Shares by the Investor to an affiliate of the Investor; provided that in the foregoing case the transferee agrees in -------- writing to be subject to the terms of this Section 5.1 to the same extent as if ----------- the transferee were the Investor hereunder.

Restrictions on Transfer Registration Rights. (a) Each Investor agrees not to make any disposition of all or any portion of the Stand-By Purchased Shares or the Conversion Shares unless and until: (i) there is then in effect a registration statement under the 1933 Act and all applicable state securities laws covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) (A) the Investor shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition, and (B) the Investor shall have furnished the Company, at the expense of such Investor or its transferee, with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such securities under the 1933 Act or under any applicable state securities laws. (b) The Stand-By Conversion Shares and, if Common Stock, the COMIT Conversion Shares (as defined below) shall be Registrable Shares for purposes of the Registration Rights Agreement, dated June 12, 1998, between the Company, Harvard and Capricorn (the "Registration Rights Agreement"), as ----------------------------- amended. By signing and ----------------------------- entering into this Agreement, the Company, the Investors and Harvard each agree that the Registration Rights Agreement shall be binding upon and inure to the benefit of Demeter and Phemus. The Company Company, the Investors and Demeter and Phemus Harvard will execute an amendment to the Registration Rights Agreement to confirm the rights and responsibilities of Demeter and Phemus under the Registration Rights Agreement. Notwithstanding the provisions of paragraphs (i) and (ii) above, no such registration statement or opinion of counsel shall be required: (A) for any transfer of any of the Stand-By Purchased Shares in compliance with SEC Rule 144; or (B) for any transfer of any of the Stand-By Purchased Shares by the Investor to an affiliate of the Investor; provided that in the foregoing case the transferee -------- agrees in -------- writing to be subject to the terms of this Section 5.1 5.4 to the same ----------- extent as if ----------- the transferee were the Investor hereunder.

Restrictions on Transfer Registration Rights. (a) Each Investor agrees not to make any disposition of all or any portion of the Stand-By Shares unless and until: (i) there is then in effect a registration statement under the 1933 Act and all applicable state securities laws covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) (A) the Investor shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition, and (B) the Investor shall have furnished the Company, at the expense of such Investor or its transferee, with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such securities under the 1933 Act or under any applicable state securities laws. (b) The Stand-By Shares shall be Registrable Shares for purposes of the Registration Rights Agreement, dated June 12, 1998, between the Company, Harvard and Capricorn (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT"), as ----------------------------- amended. By signing and entering into this Agreement, the Company, the Investors and Harvard each agree that the Registration Rights Agreement shall be binding upon and inure to the benefit of Demeter and Phemus. The Company and Demeter and Phemus will execute an amendment to the Registration Rights Agreement to confirm the rights and responsibilities of Demeter and Phemus under the Registration Rights Agreement. Notwithstanding the provisions of paragraphs (i) and (ii) above, no such registration statement or opinion of counsel shall be required: (A) for any transfer of any of the Stand-By Shares in compliance with SEC Rule 144; or (B) for any transfer of any of the Stand-By Shares by the Investor to an affiliate of the Investor; provided PROVIDED that in the foregoing case the transferee agrees in -------- writing to be subject to the terms of this Section SECTION 5.1 to the same extent as if ----------- the transferee were the Investor hereunder.

Restrictions on Transfer Registration Rights. (a) Each Investor agrees not to make any disposition of all or any portion of the Stand-By Purchased Shares or the Conversion Shares unless and until: (i) there is then in effect a registration statement under the 1933 Act and all applicable state securities laws covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) (A) the Investor shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition, and (B) the Investor shall have furnished the Company, at the expense of such Investor or its transferee, with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such securities under the 1933 Act or under any applicable state securities laws. (b) The Stand-By Conversion Shares and, if Common Stock, the COMIT Conversion Shares (as defined below) shall be Registrable Shares for purposes of the Registration Rights Agreement, dated June 12, 1998, between the Company, Harvard and Capricorn (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT"), as ----------------------------- amended. By signing and entering into this Agreement, the Company, the Investors and Harvard each agree that the Registration Rights Agreement shall be binding upon and inure to the benefit of Demeter and Phemus. The Company Company, the Investors and Demeter and Phemus Harvard will execute an amendment to the Registration Rights Agreement to confirm the rights and responsibilities of Demeter and Phemus under the Registration Rights Agreement. Notwithstanding the provisions of paragraphs (i) and (ii) above, no such registration statement or opinion of counsel shall be required: (A) for any transfer of any of the Stand-By Purchased Shares in compliance with SEC Rule 144; or (B) for any transfer of any of the Stand-By Purchased Shares by the Investor to an affiliate of the Investor; provided PROVIDED that in the foregoing case the transferee agrees in -------- writing to be subject to the terms of this Section 5.1 SECTION 5.4 to the same extent as if ----------- the transferee were the Investor hereunder.