Common use of Restrictions on Transferability; Legend Clause in Contracts

Restrictions on Transferability; Legend. The Investor acknowledges and understands that: (a) the Shares have not been registered under the Securities Act and any applicable state or foreign securities laws (the “State Acts”), and may not be sold, pledged, hypothecated, donated or otherwise transferred (whether or not for consideration) by the Investor unless registered pursuant to the Securities Act and the State Acts, or upon presentation to the Company of evidence satisfactory to the Company, or submission to the Company of a favorable opinion of counsel acceptable to the Company, to the effect that any such transfer is subject to an applicable exemption under and will not be in violation of the Securities Act and the State Acts; (b) the Company has not agreed to register the Shares for distribution in accordance with the provisions of the Securities Act or the State Acts, and has not agreed to comply with any exemption under the Securities Act and the State Acts for the transfer of the Shares; and (c) as a result of the limitations on the ability to transfer the Shares, the Investor may be required to hold the Shares indefinitely and therefore may not realize any liquidity from any sale of the Shares. The Investor understands that the certificates, if any, representing the Shares may bear at issuance a restrictive legend in substantially the following form: “The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state, and may not be offered, transferred, pledged, hypothecated, sold or otherwise disposed of unless a registration statement under the Securities Act and applicable state securities laws shall have become effective with regard thereto, or an exemption from registration under the Securities Act and applicable state securities laws is available in connection with such offer or sale.”

Restrictions on Transferability; Legend. The Investor acknowledges and Genzyme understands that: (a) that the Shares have not been registered under the Securities Act and or under the securities laws of any applicable state or foreign securities laws (other jurisdiction in reliance upon exemptions thereunder. Genzyme acknowledges and is aware that the “State Acts”), and may Shares cannot be sold, pledged, hypothecated, donated or otherwise transferred (whether or not for consideration) by the Investor resold unless registered pursuant to the Securities Act and the State Acts, or upon presentation to the Company of evidence satisfactory to the Company, or submission to the Company of a favorable opinion of counsel acceptable to the Company, to the effect that any such transfer is subject to an applicable exemption under and will not be in violation of the Securities Act and the State Acts; (b) the Company has not agreed to register the Shares for distribution in accordance with the provisions of the Securities Act or the State Acts, and has not agreed to comply with any exemption are registered under the Securities Act and the State Acts for the transfer any applicable securities law of the Shares; and (c) as a result of the limitations on the ability to transfer the Sharesany state or other jurisdiction, the Investor may be required to hold the Shares indefinitely and therefore may not realize any liquidity or an exemption from any sale of the Sharesregistration is available. The Investor understands that the certificates, if any, Each certificate representing the Shares may shall bear at issuance a restrictive legend in substantially the following form: “The securities represented by this certificate form (unless such Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state, and may not be offered, transferred, pledged, hypothecated, sold or otherwise disposed of unless transferred pursuant to a registration statement under the Securities Act and applicable state securities laws shall have become effective with regard theretoor, or an exemption from registration under in the Securities Act and applicable state securities laws opinion of counsel acceptable to ABIOMED, such a legend is available in connection with such offer or salenot required): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR (ii) UPON FIRST FURNISHING TO THE COMPANY AN OPINION OF COUNSEL SATISFACTORY TO IT THAT SUCH TRANSFER IS NOT IN VIOLATION OF THE REGISTRATION REQUIREMENTS OF THE ACT OR ANY STATE SECURITIES LAW.”

Restrictions on Transferability; Legend. The Investor acknowledges and understands that: (a) The Subscriber understands that the Shares have not been registered under the Securities Act and any applicable state or foreign securities laws (the “State Acts”), and may cannot be sold, assigned, transferred, exchanged, hypothecated or pledged, hypothecated, donated or otherwise transferred (whether disposed of or not for consideration) by encumbered without the Investor unless registered pursuant to the Securities Act and the State Acts, or upon presentation to the Company prior written consent of evidence satisfactory to the Company, which may be given or submission to the Company of a favorable opinion of counsel acceptable to the Company, to the effect that any such transfer is subject to an applicable exemption under withheld in its sole and will not be in violation of the Securities Act and the State Acts; (b) the Company has not agreed to register the Shares for distribution in accordance with the provisions of the Securities Act or the State Actsabsolute discretion, and has not agreed to comply with any exemption under the Securities Act and the State Acts that no market will exist for the transfer resale of the Shares; and (c) as a result of the limitations on the ability to transfer the Shares, the Investor may be required to hold the Shares indefinitely and therefore may not realize any liquidity from any sale of the Shares. The Investor In addition, the Subscriber understands that the certificates, if any, representing the Shares may bear at issuance a restrictive legend in substantially the following form: “The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or under any applicable state securities or “blue sky” laws or the securities laws of any stateother jurisdiction, and may the Subscriber further understands that the Shares are being offered and sold in reliance on exemptions from registration and cannot be offered, transferred, pledged, hypothecated, sold resold unless they are so registered or otherwise disposed of unless a registration statement under the Securities Act and applicable state securities laws shall have become effective with regard thereto, or an exemption from registration under is available. The Subscriber understands that the Securities Act Company is not required and applicable state securities laws is available in connection with such offer does not plan to register the Shares. (b) Any certificate or saleother evidence of ownership of the Shares shall bear a legend substantially as follows: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED UNLESS SUCH TRANSFER IS REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR MEETS THE REQUIREMENTS OF AN EXEMPTION THEREFROM, THE AVAILABILITY OF WHICH IS CONFIRMED IN AN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO THE COMPANY.”

Restrictions on Transferability; Legend. The Investor acknowledges Shareholders acknowledge and understands agree that: (a) , except for the Shareholders' IHS Shares have that are to be sold pursuant to an effective registration statement filed in accordance with this Section 6, the Shareholders will not been be permitted to sell, assign, pledge, encumber or otherwise dispose of their IHS Shares unless otherwise registered under the Securities Act and any applicable state or foreign securities laws (the “State Acts”), and may not be sold, pledged, hypothecated, donated or otherwise transferred (whether or not for consideration) by the Investor unless registered sold pursuant to an exemption from the Securities Act and the State Acts, or upon presentation to the Company of evidence satisfactory to the Company, or submission to the Company of a favorable opinion of counsel acceptable to the Company, to the effect that any such transfer is subject to an applicable exemption under and will not be in violation registration requirements of the Securities Act and the State Acts; (b) the Company has not agreed Act. The Shareholders each agree that, prior to register the Shares for distribution in accordance with the provisions each Shareholder's sale, transfer, pledge or other disposition of the Securities Act or the State Acts, and has not agreed to comply with any exemption under the Securities Act and the State Acts for the transfer of the Shares; and (c) as a result of the limitations on the ability to transfer the such Shareholder's IHS Shares, other than sales or dispositions made pursuant to an effective registration statement, each such Shareholder shall provide IHS with an opinion of counsel, reasonably acceptable to IHS, that the Investor proposed sale, transfer or other disposition of such Shareholder's IHS Shares may be required to hold the Shares indefinitely and therefore may not realize any liquidity from any sale of the Shares. The Investor understands that the certificates, if any, representing the Shares may bear at issuance a restrictive legend in substantially the following form: “The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state, and may not be offered, transferred, pledged, hypothecated, sold or otherwise disposed of unless a registration statement under the Securities Act and applicable state securities laws shall have become effective with regard thereto, or an exemption from made without registration under the Securities Act and applicable state securities laws Act. In furtherance of the foregoing, it is available in connection with understood that the certificates evidencing the IHS Shares shall bear a legend substantially as follows: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES UNDER THE SECURITIES ACT OF 1933 OR AN OPINION OF THE COMPANY'S COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT. IHS agrees to remove the above-described legend from the certificate(s) evidencing the Shareholders' IHS Shares at such offer time as they are sold pursuant to an effective registration statement or salepursuant to an exemption from the registration requirements of the Securities Act.”

Restrictions on Transferability; Legend. The Investor acknowledges and understands that: (a) that the Shares have not been registered under the Securities Act and or under the securities laws of any applicable state or foreign securities laws (other jurisdiction in reliance upon exemptions thereunder. The Investor acknowledges and is aware that the “State Acts”), and may Shares cannot be sold, pledged, hypothecated, donated or otherwise transferred (whether or not for consideration) by the Investor resold unless registered pursuant to the Securities Act and the State Acts, or upon presentation to the Company of evidence satisfactory to the Company, or submission to the Company of a favorable opinion of counsel acceptable to the Company, to the effect that any such transfer is subject to an applicable exemption under and will not be in violation of the Securities Act and the State Acts; (b) the Company has not agreed to register the Shares for distribution in accordance with the provisions of the Securities Act or the State Acts, and has not agreed to comply with any exemption are registered under the Securities Act and the State Acts for the transfer any applicable securities law of the Shares; and (c) as a result of the limitations on the ability to transfer the Sharesany state or other jurisdiction, the Investor may be required to hold the Shares indefinitely and therefore may not realize any liquidity or an exemption from any sale of the Sharesregistration is available. The Investor understands that the certificates, if any, Each certificate representing the Shares may shall bear at issuance a restrictive legend in substantially the following form: “The securities represented by this certificate form (unless such Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state, and may not be offered, transferred, pledged, hypothecated, sold or otherwise disposed of unless transferred pursuant to a registration statement under the Securities Act and applicable state securities laws shall have become effective with regard theretoor, or an exemption from registration under in the Securities Act and applicable state securities laws opinion of counsel acceptable to ABIOMED, such a legend is available in connection with such offer or salenot required): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR (ii) UPON FIRST FURNISHING TO THE COMPANY AN OPINION OF COUNSEL SATISFACTORY TO IT THAT SUCH TRANSFER IS NOT IN VIOLATION OF THE REGISTRATION REQUIREMENTS OF THE ACT OR ANY STATE SECURITIES LAW.”