Common use of Sale and Issue Restrictions Clause in Contracts

Sale and Issue Restrictions. 5.1.1 Except as otherwise set forth in this Agreement, none of the Shareholders may sell, grant an option to sell, encumber, hypothecate, pledge or create a security interest in or otherwise deal with any of its Shares; provided however that Shares may be hypothecated or pledged by a Shareholder from time to time to a financial institution approved by the Board, acting reasonably, as security for indebtedness of such Shareholder owed to such financial institution, provided that such financial institution agrees in writing to be bound by the terms of this Agreement pursuant to an agreement in form and substance approved by the Board, acting reasonably. 5.1.2 No proposed dealing with any Shares (including the issuance thereof) in violation of this Agreement shall be valid, and the Corporation shall not record or transfer any of the Shares dealt with in violation of this Agreement in the records of the Corporation nor shall any voting rights attached to such Shares be exercised during the period of such violation. Such disqualification shall be in addition to and not in lieu of any other remedies to enforce the provisions of this Agreement. 5.1.3 Notwithstanding anything else herein contained, every transfer of all or a portion of the Shares held by a Shareholder and any issue of Shares by the Corporation, in addition to the requirements of the Articles and of this Agreement, shall be subject to the condition that the proposed transferee or subscriber, if not already bound by this Agreement, shall first enter into, execute and deliver such documents and instruments necessary or desirable to evidence such agreement of such transferee or issuee to be bound hereby, the whole subject to the approval of such documents and instruments by the Board, acting reasonably. For greater certainty, but without limiting the foregoing, each of the Shareholders shall be bound by the provisions of this Agreement in respect of any Shares which may be acquired directly by such Shareholder after the date hereof in accordance with the provisions of this Agreement.

Sale and Issue Restrictions. 5.1.1 (a) Except as otherwise set forth in this Agreement, none of the Shareholders may sell, grant an option to sell, encumber, hypothecate, pledge or create a security interest in or otherwise deal with any of its Shares; Shares in the Corporation provided however that Shares may be hypothecated or pledged by a Shareholder to the banker of the Corporation from time to time to a financial institution approved by the Board, acting reasonably, as security for indebtedness of such Shareholder the Corporation owed to such financial institution, provided that such financial institution agrees in writing to be bound by the terms of this Agreement pursuant to an agreement in form and substance approved by the Board, acting reasonablybanker. 5.1.2 (b) No proposed dealing with any Shares (including the issuance thereof) in violation of this Agreement shall be valid, and the Corporation shall not record or transfer any of the Shares dealt with in violation of this Agreement in the records of the Corporation nor shall any voting rights attached to such Shares be exercised exercised, nor shall any dividends be paid on such Shares during the period of such violation. Such disqualification shall be in addition to and not in lieu of any other remedies to enforce the provisions of this Agreement. 5.1.3 (c) Notwithstanding anything else herein contained other than Sections 7.6, 7.7 and 7.9 prior to the redemption in full of the Shares held by CIBC, MG Fund, WV and DVI at the redemption price contained in the Articles, no Shares may be transferred without the prior written consent of not less than three of CIBC, MG Fund, WV and DVI which may be arbitrarily withheld. (d) Notwithstanding anything else herein contained, every transfer of all or a portion of the Shares held by a Shareholder Shareholder, and any issue of Shares by the Corporation, in addition to the requirements of the Articles and of this AgreementArticles, shall be subject to the condition that the proposed transferee transferee, or subscriberholder, if not already bound by this Agreement, shall first enter into, execute and deliver such documents and instruments necessary or desirable to evidence such into an agreement of such transferee or issuee with the other parties hereto to be bound 20 16 hereby, the whole subject to the approval of such documents and instruments by the Board, acting reasonably. For greater certainty, but without limiting the foregoing, each of the Shareholders shall be bound by the provisions of this Agreement in respect of any Shares which may be acquired directly by such Shareholder after the date hereof in accordance with the provisions of this Agreement. (e) Notwithstanding anything else herein contained, on any sale of Shares by CIBC, MG Fund, WV or DVI pursuant to Section 7.7, CIBC, MG Fund, WV or DVI shall be required to represent and warrant only that (i) its Shares are owned by it with a good and marketable title thereto, free and clear of any liens, charges, mortgages and encumbrances, (ii) it has the power to convey the Shares, and, in the case of CIBC and WV only, that (iii) it is not a non-resident of Canada within the meaning of the Income Tax Act (Canada). MG Fund and DVI shall deliver on closing a certificate issued pursuant to section 116 of the Income Tax Act (Canada) showing a "certificate limit" of at least the purchase price payable to it. (f) on the winding-up of MG Fund, it shall be entitled to transfer its shares to one or more Affiliates subject to compliance with Section 7.1(d). (g) Notwithstanding anything else herein contained, CIBC shall be entitled to transfer all or part of its Shares to: (i) an Affiliate; and (ii) a fund created by CIBC in order to enable CIBC's employees to co-invest with CIBC.

Sale and Issue Restrictions. 5.1.1 Except as otherwise set forth in this Agreement, none (a) None of the Shareholders Stockholders may sell, grant an option to sell, encumber, hypothecate, pledge or create a security interest in or otherwise deal with (each a "Transfer") any of its SharesShares in the Company; provided however provided, however, that (i) Shares may be hypothecated or pledged by a Shareholder to the banker of the Company from time to time to a financial institution approved by the Board, acting reasonably, as security for indebtedness of such Shareholder the Company owed to such financial institution, provided that such financial institution agrees banker,and (ii) the foregoing restriction shall not apply to Transfers made in writing to be bound by accordance with the terms provisions of this Agreement pursuant to an agreement in form and substance approved by the Board, acting reasonablyAgreement. 5.1.2 (b) No proposed dealing with Transfer of any Shares (including the issuance thereof) in violation of this Agreement shall be valid, and the Corporation Company shall not record or transfer Transfer any of the Shares dealt with in violation of this Agreement in the records of the Corporation Company, nor shall any voting rights attached to such Shares be exercised exercised, nor shall any dividends be paid on such Shares during the period of such violation. Such disqualification shall be in addition to and not in lieu of any other remedies to enforce the provisions of this Agreement. 5.1.3 (c) Notwithstanding anything else herein containedcontained other than Section 7.6, every transfer prior to May 4, 2003, no Shares held by Stockholders other than the Investors may be Transferred without the prior written consent of a Majority in Interest, which consent may be arbitrarily withheld; provided, however, that the restrictions contained in this Section 7.1(c) shall terminate when both (i) the holders of Class B Preferred Shares shall have redeemed or converted more than 3,000,000 Class B Preferred Shares and (ii) the holders of Class C Preferred Shares shall have redeemed or converted more than 2,750,000 Class C Preferred Shares. (d) Notwithstanding any provision in this Agreement to the contrary, no Transfer of all or a any portion of the Shares held by or any other equity securities of the Company or rights or warrants exercisable, exchangeable or convertible into any equity securities of the Company may be made (i) to any third party, if such third party is engaged, directly or indirectly, whether as an owner or an employee, in a Shareholder and any issue business that is similar to or in competition with the business of Shares the Company, (ii) unless the transferor provides, if required by the CorporationCompany, in addition evidence and assurances satisfactory to the requirements Company in its reasonable discretion (which may include an opinion of counsel and/or appropriate representations and warranties from the Articles transferor and transferee) that such Transfer is made in compliance with all applicable securities laws and regulations promulgated thereunder, and (iii) unless the transferee and the Company (on behalf of this Agreement, shall be subject to itself and the condition that the proposed transferee or subscriber, if not already bound by this Agreement, shall first enter into, Stockholders) execute and deliver such documents a written instrument acknowledging the receipt of a copy of the provisions and instruments necessary or desirable restrictions contained in this Agreement agreeing to evidence such agreement of such transferee or issuee to comply herewith and be bound hereby, the whole subject to the approval of such documents and instruments by the Board, acting reasonably. For greater certainty, but without limiting the foregoing, each of the Shareholders Stockholders shall be bound by the provisions of this Agreement in respect of any Shares which may be acquired directly by such Shareholder Stockholder after the date hereof in accordance with the provisions of this Agreement. (e) Any transferee of Shares, other equity securities of the Company or rights or warrants exercisable, exchangeable or convertible into equity securities of the Company, by reason of such Transfer, shall become a party to and be bound by this Agreement, as the same may be amended from time to time, and if and when a transferee becomes the owner of any Shares, this Agreement shall be amended by the Stockholders in any reasonable manner required to continue to provide the rights and protections contemplated herein in substantially the same manner in which such rights and protections were provided prior to such transferee becoming an owner of Shares. Any transferee of Shares shall have all of the rights and obligations under this Agreement of the transferring Stockholder that Transferred such Shares to that transferee. (f) Notwithstanding anything else herein contained, on any Transfer of Shares by the Investors pursuant to Section 7.7, each Investor shall be required to represent and warrant only that (i) its Shares are owned by it with a good and marketable title thereto, free and clear of any liens, charges, mortgages and encumbrances and (ii) it has the power to convey the Shares. (g) The Company shall (i) cause all holders of Stock Options and Warrants issued after the date hereof, and (ii) use its best efforts to cause all holders of Stock Options or Warrants issued prior to the date hereof, to execute and deliver a written instrument acknowledging the receipt of a copy of the provisions and restrictions contained in this Agreement and agreeing to comply herewith and be bound hereby.

Sale and Issue Restrictions. 5.1.1 (a) Except as otherwise set forth in this Agreement, none of the Shareholders Company may not directly or indirectly, sell, transfer or grant an option to sellof Xtal Shares or any rights relating thereto, encumberincluding subscription rights, hypothecatewithout the prior written consent of Algar, pledge or create a security interest in or otherwise deal with any of its Shares; provided however that Shares may which shall not be hypothecated or pledged by a Shareholder from time to time to a financial institution approved by the Board, acting reasonably, as security for indebtedness of such Shareholder owed to such financial institution, provided that such financial institution agrees in writing to be bound by the terms of this Agreement pursuant to an agreement in form and substance approved by the Board, acting reasonably.unreasonable withheld.. 5.1.2 (b) No proposed dealing with any Xtal Shares (including the issuance thereof) in violation of this Agreement shall be valid, and the Corporation Xtal shall not record or transfer any of the Xtal Shares dealt with in violation of this Agreement in the records of the Corporation Xtal nor shall any voting rights attached to such Xtal Shares be exercised exercised, nor shall any dividends be paid on such Xtal Shares during the period of such violation. Such disqualification shall be in addition to and not in lieu of any other remedies to enforce the provisions of this Agreement. 5.1.3 (c) Notwithstanding anything else herein contained, every transfer of all or a portion of the Xtal Shares held by a Shareholder the Company, and any right to subscribe to issue of Xtal Shares by the CorporationCompany, in addition to the requirements of the Articles and of this AgreementBylaws, shall be subject to the condition that the proposed transferee transferee, or subscriberholder, if not already bound by this Agreement, shall first enter into, execute and deliver such documents and instruments necessary or desirable to evidence such into an agreement of such transferee or issuee with the other parties hereto to be bound hereby, the whole subject to the approval of such documents and instruments by the Board, acting reasonably. For greater certainty, but without limiting the foregoing, each of the Shareholders shall be bound by the provisions of this Agreement in respect of any Shares which may be acquired directly by such Shareholder after the date hereof in accordance with the provisions of this Agreement.

Sale and Issue Restrictions. 5.1.1 6.1.1 Except as otherwise set forth in this Agreement, none for a period beginning on the date hereof and expiring three (3) years thereafter (the "INITIAL PERIOD"), neither of the Shareholders may sell, grant an option to sell, encumber, hypothecate, pledge or create a security interest in or otherwise deal with Transfer any of its their Shares; provided however that Shares , without first obtaining the written consent of the other Shareholder, which may be hypothecated arbitrarily withheld. Notwithstanding the foregoing, in circumstances of extreme economic or pledged financial hardship which justify a sale, FMRC may sell up to twenty percent (20%) of the Shares that it holds at such time but subject to, inter alia, Sections 6.2 and 6.3 (on a pro rata basis with the sale of Shares by a Shareholder from time to time to a financial institution approved by the Board, acting reasonably, as security for indebtedness of such Shareholder owed to such financial institution, FMRC) hereof and provided that such financial institution agrees in writing to any transferee other than PTIC shall be bound by considered a Permitted Transferee of FMRC for the terms of this Agreement pursuant to an agreement in form and substance approved by the Board, acting reasonablypurposes hereof. 5.1.2 6.1.2 No proposed dealing with any Shares (including the issuance thereof) in violation of this Agreement shall be valid, and the Corporation shall not record the issue or transfer the Transfer of any of the Shares dealt with in violation of this Agreement in the records of the Corporation nor shall any voting rights attached to such Shares be exercised exercised, nor shall any dividends be paid on such Shares during the period of such violation. Such disqualification shall be in addition to and not in lieu of any other remedies to enforce the provisions of this Agreement. 5.1.3 6.1.3 Notwithstanding anything else herein contained, every transfer Transfer of all or a portion of the Shares held by a Shareholder and any issue of Shares by the CorporationShareholder, in addition to the requirements of the Articles and of this AgreementArticles, shall first be subject to the approval of the Board and be further subject to the condition that the proposed transferee or subscribertransferee, if not already bound by this Agreement, shall first enter into, execute and deliver such documents and instruments necessary or desirable to evidence such agreement of such transferee or issuee to be bound hereby, the whole subject to the approval of such documents and instruments by the Board, acting reasonably. For greater certainty, but without limiting the foregoing, each of the Shareholders shall be bound by the provisions of this Agreement in respect of any Shares which may be acquired directly by such Shareholder after the date hereof in accordance with the provisions of this Agreement.

Sale and Issue Restrictions. 5.1.1 (a) Except as otherwise set forth in this Agreement, none of the Shareholders FCI and Fibercore may not directly or indirectly, sell, transfer or grant an option to sell, encumber, hypothecate, pledge or create a security interest in or otherwise deal with any of its Shares; provided however that Shares may in the Company or any rights relating thereto, including subscription rights, without the prior written consent of Algar, which shall not be hypothecated or pledged by a Shareholder from time to time to a financial institution approved by the Board, acting reasonably, as security for indebtedness of such Shareholder owed to such financial institution, provided that such financial institution agrees in writing to be bound by the terms of this Agreement pursuant to an agreement in form and substance approved by the Board, acting reasonablyunreasonable withheld. 5.1.2 (b) No proposed dealing with any Shares (including the issuance thereof) in violation of this Agreement shall be valid, and the Corporation Company shall not record or transfer any of the Shares dealt with in violation of this Agreement in the records of the Corporation Company nor shall any voting rights attached to such Shares be exercised exercised, nor shall any dividends be paid on such Shares during the period of such violation. Such disqualification shall be in addition to and not in lieu of any other remedies to enforce the provisions of this Agreement. 5.1.3 (c) Notwithstanding anything else herein contained, every transfer of all or a portion of the Shares held by a Shareholder Shareholder, and any right to subscribe to issue of Shares by the CorporationCompany, in addition to the requirements of the Articles and of this AgreementBylaws, shall be subject to the condition that the proposed transferee transferee, or subscriberholder, if not already bound by this Agreement, shall first enter into, execute and deliver such documents and instruments necessary or desirable to evidence such into an agreement of such transferee or issuee with the other parties hereto to be bound hereby, the whole subject . (d) No Shareholder shall be entitled to the approval right of first refusal provided for in this Agreement in relation to the transfer and assignment of Shares or preemptive rights effected by any other Shareholder to (i) any Person Controlled directly or indirectly by such documents other Shareholder; (ii) any Person Controlling directly or indirectly such other Shareholder; or (iii) any Person Controlled directly or indirectly by any other Person Controlling such other Shareholder, provided that in any case such transfer or assignment of Shares or preemptive rights shall be valid and instruments by effective only if the Board, acting reasonably. For greater certainty, but transferee or assignee fully and without limiting the foregoing, each of the Shareholders shall restrictions agrees in writing to be bound by the provisions of this Agreement in respect of any Shares which may be acquired directly by such Shareholder after the date hereof in accordance with the provisions of this Agreement, as if it had been an original party hereto.

Sale and Issue Restrictions. 5.1.1 a) Except as otherwise set forth in this Agreement, none of the Shareholders may sell, grant an option to sell, encumber, hypothecate, pledge or create a security interest in or otherwise deal with any of its Shares; Shares in the Corporation provided however that Shares may be hypothecated or pledged by a Shareholder to the banker of the Corporation from time to time to a financial institution approved by the Board, acting reasonably, as security for indebtedness of such Shareholder the Corporation owed to such financial institution, provided that such financial institution agrees in writing to be bound by the terms of this Agreement pursuant to an agreement in form and substance approved by the Board, acting reasonablybanker. 5.1.2 b) No proposed dealing with any Shares (including the issuance thereof) in violation of this Agreement shall be valid, and the Corporation shall not record or transfer any of the Shares dealt with in violation of this Agreement in the records of the Corporation nor shall any voting rights attached to such Shares be exercised exercised, nor shall any dividends be paid on such Shares during the period of such violation. Such disqualification shall be in addition to and not in lieu of any other remedies to enforce the provisions of this Agreement. 5.1.3 c) Notwithstanding anything else herein contained, every transfer of all or a portion of the Shares held by a Shareholder Shareholder, and any issue of Shares by the Corporation, in addition to the requirements of the Articles and of this AgreementArticles, shall be subject to the condition that the proposed transferee transferee, or subscriberholder, if not already bound by this Agreement, shall first enter into, execute and deliver such documents and instruments necessary or desirable to evidence such into an agreement of such transferee or issuee with the other parties hereto to be bound hereby, the whole subject to the approval of such documents and instruments by the Board, acting reasonably. For greater certainty, but without limiting the foregoing, each of the Shareholders shall be bound by the provisions of this Agreement in respect of any Shares which may be acquired directly by such Shareholder after the date hereof in accordance with the provisions of this Agreement.