Common use of Restrictions on Transfers of Shares Clause in Contracts

Restrictions on Transfers of Shares. (A) Anything contained in this Agreement or elsewhere to the contrary notwithstanding, the COMPANY may postpone the issuance and delivery of SHARES upon any exercise of the AWARD until completion of any stock exchange listing or registration or other qualification of such SHARES under any state or federal law, rule or regulation as the COMPANY may consider appropriate; and may require the PARTICIPANT when exercising the AWARD to make such representations and furnish such information as the COMPANY may consider appropriate in connection with the issuance of the SHARES in compliance with applicable laws, rules and regulations. SHARES issued and delivered upon exercise of the AWARD shall be subject to such restrictions on trading, including appropriate legending of certificates to that effect, as the COMPANY, in its discretion, shall determine are necessary to satisfy applicable laws, rules and regulations. (B) Any SHARES acquired pursuant to this AWARD shall be subject to the following holding period (“HOLDING PERIOD”): (i) with respect to 50% of the net SHARES acquired pursuant to this AWARD (not including any SHARES withheld by the COMPANY pursuant to Section 2(E)), the PARTICIPANT may not transfer, sell, pledge, hypothecate, or otherwise dispose of such SHARES until the first trading day on the New York Stock Exchange immediately following July 31, 2014, and (ii) with respect to the remaining 50% of the net SHARES acquired pursuant to this AWARD (not including any SHARES withheld by the COMPANY pursuant to Section 2(E)), the PARTICIPANT may not transfer, sell, pledge, hypothecate, or otherwise dispose of such shares until the first trading day on the New York Stock Exchange immediately following January 31, 2015. Notwithstanding anything herein to the contrary, in the event that any portion of the AWARD vests prior to January 31, 2014 pursuant to the terms of this AGREEMENT, the HOLDING PERIOD described in this Section 7(B) will not apply to any of the SHARES so acquired under this AWARD. Any share certificates representing SHARES acquired pursuant to this AGREEMENT shall be appropriately legended to reflect these restrictions.

Restrictions on Transfers of Shares. (Aa) Except as otherwise provided in this Agreement, the Participant may not sell, assign, transfer, pledge or otherwise dispose of or encumber any of the Restricted Shares, or any interest therein, until his or her rights in such Restricted Shares vest and the restrictions set forth in this Section 3.2(a) lapse in accordance with Section 3.2(b). Any proposed sale, assignment, transfer, pledge or other disposition or encumbrance in violation of this Agreement shall be void and of no effect and shall give no right to the purported transferee. (b) The restrictions set forth in Section 3.2(a) shall lapse upon the earliest to occur of (i) the cessation of the Participant’s employment by the Company; (ii) the Participant having accumulated and maintained ownership of an amount of shares of the Company’s common stock equal to 100% of the Participant’s annual base salary from the Company based on the share price on the date of any proposed sale, assignment, transfer, pledge or other disposition or encumbrance (the “Minimum Ownership Level”), whether such ownership was obtained through grants received directly from the Company or by the Participant’s independent purchase of shares of the Company’s common stock, and that the Minimum Ownership Level shall continue to be met after giving effect to any such proposed sale, assignment, transfer, pledge or other disposition or encumbrance; or (iii) a Change of Control. (c) Anything contained in this Agreement or elsewhere Section 3 to the contrary notwithstanding, the COMPANY may postpone the issuance any sales of Restricted Shares shall be made subject to, and delivery of SHARES upon any exercise of the AWARD until completion of any stock exchange listing or registration or other qualification of such SHARES under any state or federal law, rule or regulation as the COMPANY may consider appropriate; and may require the PARTICIPANT when exercising the AWARD to make such representations and furnish such information as the COMPANY may consider appropriate in connection accordance with the issuance terms and conditions of, the Company’s “Policies and Procedures Governing Sales and Purchases of the SHARES in compliance with applicable laws, rules and regulations. SHARES issued and delivered upon exercise of the AWARD shall be subject Company Securities by Insiders” or any successor policy relating to such restrictions on trading, including appropriate legending of certificates to that effect, as subject matter hereafter adopted by the COMPANY, in its discretion, shall determine are necessary to satisfy applicable laws, rules and regulationsCompany. (Bd) Any SHARES acquired pursuant If the Participant ceases to this AWARD be an employee for any reason, any Restricted Shares that have not yet vested in accordance with Section 3.1(a) shall be subject to the following holding period (“HOLDING PERIOD”): (i) with respect to 50% forfeited. The Participant shall have no further rights as a stockholder of the net SHARES acquired pursuant to this AWARD (not including any SHARES withheld by the COMPANY pursuant to Section 2(E)), the PARTICIPANT may not transfer, sell, pledge, hypothecate, or otherwise dispose of such SHARES until the first trading day on the New York Stock Exchange immediately following July 31, 2014, and (ii) Company with respect to the remaining 50% forfeited Restricted Shares beginning with the date of forfeiture, including, without limitation, any right to receive any distribution payable to stockholders of record on or after the net SHARES acquired pursuant to this AWARD (not including any SHARES withheld by the COMPANY pursuant to Section 2(E)), the PARTICIPANT may not transfer, sell, pledge, hypothecate, or otherwise dispose date of such shares until the first trading day on the New York Stock Exchange immediately following January 31, 2015. Notwithstanding anything herein to the contrary, in the event that any portion of the AWARD vests prior to January 31, 2014 pursuant to the terms of this AGREEMENT, the HOLDING PERIOD described in this Section 7(B) will not apply to any of the SHARES so acquired under this AWARD. Any share certificates representing SHARES acquired pursuant to this AGREEMENT shall be appropriately legended to reflect these restrictionsforfeiture.

Restrictions on Transfers of Shares. (Aa) Anything contained in this Agreement or elsewhere to the contrary notwithstanding, the COMPANY may postpone the issuance and delivery of SHARES upon any exercise of the AWARD until completion of any stock exchange listing or registration or other qualification of such SHARES under any state or federal law, rule or regulation as the COMPANY may consider appropriate; and may require the PARTICIPANT when exercising the AWARD to make such representations and furnish such information as the COMPANY may consider appropriate in connection with the issuance of the SHARES in compliance with applicable laws, rules and regulations. SHARES issued and delivered upon exercise of the AWARD shall be subject to such restrictions on trading, including appropriate legending of certificates to that effect, as the COMPANY, in its discretion, shall determine are necessary to satisfy applicable laws, rules and regulations. (Ba) Any SHARES acquired pursuant to Each Stockholder hereby agrees that, during the period from the date of this AWARD Agreement through the Expiration Date, such Stockholder shall be subject not sell, transfer, tender, assign, pledge, encumber, contribute to the following holding period capital of any entity, hypothecate, give or otherwise dispose of, grant a proxy or power of attorney with respect to, deposit into any voting trust or enter into a voting arrangement or agreement, or create or permit to exist any Liens of any nature whatsoever with respect to, any of such Stockholder's Shares (“HOLDING PERIOD”): or agree or consent to, or offer to do, any of the foregoing), (ii) take any action that would make any representation or warranty of such Stockholder herein untrue or incorrect in any material respect or have the effect of preventing or adversely affecting such Stockholder from performing such Stockholder's obligations hereunder or (iii) initiate, solicit or encourage any person to take actions that could reasonably be expected to lead to the occurrence of any of the foregoing. (b) Each Stockholder hereby agrees that: (i) with respect to 50% of during the net SHARES acquired pursuant to this AWARD (period between the Closing and the date six months after the Closing, such Stockholder shall not including any SHARES withheld by the COMPANY pursuant to Section 2(E))sell, the PARTICIPANT may not transfer, selltender, assign, pledge, encumber, contribute to the capital of any entity, hypothecate, give or otherwise dispose of, grant a proxy or power of attorney with respect to, deposit into any voting trust or enter into a voting arrangement or agreement, or create or permit to exist any Liens of any nature whatsoever (a "Transfer") with respect to, any of such SHARES until Stockholder's Shares (or agree or consent to, or offer to do, any of the first trading day on the New York Stock Exchange immediately following July 31, 2014, foregoing); and (ii) with respect to during the remaining period between the date six months after the Closing and the date one year after the Closing, (A) such Stockholder shall not Transfer in the aggregate, more than fifty percent (50% %) of the net SHARES acquired pursuant shares of Issuer Common Stock owned by such person as of the Closing and (B) such Stockholder agrees not to this AWARD (not including sell during any SHARES withheld by the COMPANY pursuant to Section 2(E)), the PARTICIPANT may not transfer, sell, pledge, hypothecate, or otherwise dispose of such shares until the first single trading day on more than the New York number of shares of Issuer Common Stock Exchange immediately following January 31, 2015. Notwithstanding anything herein equal to the contrary, in the event that any portion fifteen percent (15%) of the AWARD vests average daily trading volume of shares of Issuer Common Stock, as reported by Nasdaq, during the five days prior to January 31such date; provided, 2014 pursuant to however, that the terms of this AGREEMENT, the HOLDING PERIOD described restrictions set forth in this Section 7(B3.01(b) will shall not prohibit or restrict Transfers of shares of Issuer Common Stock to family members or affiliates of such Stockholder (or to entities or trusts formed by or for the benefit of such Stockholder or family members or affiliates of such Stockholder) that are not made in open market transactions and if the transferee agrees in writing to be bound by the restrictions of this Section 3.01(b) or if the Issuer consents to such Transfer. Notwithstanding the foregoing, if the Stockholder is an employee of the Issuer or the Company upon the consummation of the Transactions, upon the subsequent termination of the Stockholder's employment by the Issuer or the Company, as the case may be, without cause, such Stockholder's resignation for good reason (as "cause" and "good reason" are defined in such Stockholder's employment agreement with the Issuer or the Company, as the case may be) or the death of the Stockholder, the provisions of this Section 3.01(b) shall cease to apply to any such Stockholder effective as of the SHARES so acquired under this AWARD. Any share certificates representing SHARES acquired pursuant to this AGREEMENT shall be appropriately legended to reflect these restrictionsdate of such Stockholder's employment termination, resignation or death, as applicable.