Common use of Specific Transfer Restrictions Clause in Contracts

Specific Transfer Restrictions. (a) Without the prior approval of the Non-TWVC Directors, the TWVC Funds shall not, and shall not permit any of their respective Affiliates to, in a block trade or similar arrangement: (i) Transfer Voting Securities or Convertible Securities to any Person or Group that, after consummation of such Transfer, would, to the TWVC Fund’s knowledge, have Beneficial Ownership of Voting Securities representing in the aggregate more than 15% of the outstanding Voting Securities of the Company; (ii) Transfer Voting Securities or Convertible Securities representing in the aggregate 15% or more of the outstanding Voting Securities of the Company to a single purchaser or Group; or (iii) Knowingly transfer Voting Securities or Convertible Securities to any Person or Group that is a competitor of the Company or an Affiliate of such competitor. (b) Notwithstanding anything to the contrary in this Agreement, the TWVC Funds shall not, and shall not permit any of their respective Affiliates to, Transfer the Series A Preferred to any Person or Group other than one of the TWVC Funds or their respective Affiliates who agree to be bound by all of the terms and conditions of this Agreement applicable to the TWVC Funds. (c) Without the prior approval of the Non-TWVC Directors, the TWVC Funds shall not, and shall not permit any of their respective Affiliates to Transfer Voting Securities or Convertible Securities representing in the aggregate 35% or more of the outstanding Voting Securities of the Company to any Person or Group in one transaction or series of related transactions other than pursuant to a Change of Control transaction in which all holders of Voting Securities have the opportunity to receive the same consideration per share of Common Stock as that received by the TWVC Funds in such transaction(s). (d) The TWVC Funds acknowledge that the Restricted Shares have not been registered under the Securities Act and may not be Transferred except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration under the Securities Act. The TWVC Funds covenant that the Restricted Shares will only be disposed of pursuant to an effective registration statement under, and in compliance with the requirements of, the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with any applicable state and foreign securities laws. In connection with any Transfer of Restricted Shares other than pursuant to an effective registration statement, to the Company or pursuant to Rule 144 or 144A (or any similar provision then in force), the Company may, to the extent reasonable, require the TWVC Funds to provide to the Company an opinion of counsel selected by the TWVC Funds and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such Transfer does not require registration under the Securities Act. Notwithstanding the foregoing, the Company hereby consents to and agrees to register on the books of the Company and with its transfer agent, without any legal opinion, except to the extent that the transfer agent requests such legal opinion, any Transfer of Restricted Shares by the TWVC Funds to an Affiliate of any TWVC Fund or to any general or limited partner of any TWVC Fund, provided that the Transfer is effected in accordance with Section 3.3. (e) The TWVC Funds agree to the imprinting, so long as is required by this Section 3.2, of the following legend on any certificate evidencing any of the Restricted Shares: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE ACT AND THE RULES AND REGULATIONS THEREUNDER AND APPLICABLE STATE SECURITIES LAWS. Certificates evidencing the Restricted Shares shall not be required to contain such legend or any other legend (i) following any sale of such Restricted Shares pursuant to an effective registration statement (including the Shelf Registration Statement) covering the resale of the Restricted Shares, (ii) following any sale of such Restricted Shares pursuant to Rule 144 or Rule 144A (or any similar provision then in force) or if the Restricted Shares are transferable by a person who is not an Affiliate of the Company pursuant to Rule 144 or Rule 144A (or any similar provision then in force) without any volume or manner of sale restrictions thereunder, or (iii) if the holder provides the Company with a legal opinion reasonably acceptable to the Company to the effect that the legend is not required under applicable requirements of the Securities Act (including controlling judicial interpretations and pronouncements issued by the staff of the SEC). Whenever such restrictions shall cease and terminate as to any Restricted Shares, the holder of such securities shall be entitled to receive from the Company upon a written request in writing, without expense, new securities of like tenor not bearing the legend set forth herein.

Specific Transfer Restrictions. (a) Without the prior approval of the Non-TWVC DSM Directors, the TWVC Funds DSM shall not, and shall not permit DSM Parent or any of their respective its other Subsidiaries or controlled Affiliates to, in a block trade or similar arrangement: (i) Except as permitted under Section 3.3, Transfer Voting Securities or Convertible Securities to any Person or Group that, after consummation of such Transfer, would, to the TWVC Fund’s knowledge, have Beneficial Ownership of Voting Securities representing in the aggregate more than 15% of the outstanding Voting Securities of the Company; (ii) Transfer Voting Securities or Convertible Securities representing in the aggregate 15% or more of the outstanding Voting Securities of the Company to a single purchaser or Group; or (iii) Knowingly transfer Voting Securities or Convertible Securities Restricted Shares to any Person or Group that is or includes a competitor of Competitor; or (ii) Except as permitted under Section 3.3, Transfer any Transfer Restricted Shares to any Person or Group during the Company or an Affiliate of such competitorone-year period immediately following the Closing. (b) Notwithstanding anything Other than with respect to the contrary in this Agreementany Transfer permitted by Section 3.3, the TWVC Funds shall not, and shall not permit prior to any Transfer of their respective Affiliates to, Transfer the Series A Preferred Restricted Shares to any Person or Group other Group, DSM shall first provide the Company with written notice of its intent to Transfer any Transfer Restricted Shares not later than one of the TWVC Funds or their respective Affiliates who agree to be bound by all of the terms and conditions of this Agreement applicable thirty (30) days prior to the TWVC Fundsconsummation of such proposed Transfer. Thereafter, DSM agrees to negotiate in good faith with the Company with respect to the purchase by the Company or any other third parties introduced to DSM by the Company of such Transfer Restricted Shares subject to such proposed Transfer. (c) Without the prior approval of the Non-TWVC Directors, the TWVC Funds shall not, and shall not permit any of their respective Affiliates to Transfer Voting Securities or Convertible Securities representing in the aggregate 35% or more of the outstanding Voting Securities of the Company to any Person or Group in one transaction or series of related transactions other than pursuant to a Change of Control transaction in which all holders of Voting Securities have the opportunity to receive the same consideration per share of Common Stock as that received by the TWVC Funds in such transaction(s). (d) The TWVC Funds acknowledge DSM acknowledges that the Restricted Shares have not been registered under the Securities Act and may not be Transferred except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration under the Securities Act. The TWVC Funds covenant DSM covenants that the Restricted Shares will only be disposed of pursuant to an effective registration statement under, and in compliance with the requirements of, the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with any applicable state and foreign securities laws. In connection with any Transfer of Restricted Shares other than pursuant to an effective registration statement, statement or to the Company Company, or pursuant to Rule 144 or 144A (or any similar provision then in force)144, the Company may, to the extent reasonable, may require the TWVC Funds DSM to provide to the Company an opinion of counsel selected by the TWVC Funds DSM and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such Transfer does not require registration under the Securities Act. Notwithstanding the foregoing, the Company hereby consents to and agrees to register on the books of the Company and with its transfer agent, without any legal opinion, except to the extent that the transfer agent requests such legal opinion, any Transfer of Restricted Shares by the TWVC Funds DSM to an DSM Parent or another Subsidiary or controlled Affiliate of any TWVC Fund or to any general or limited partner of any TWVC FundDSM Parent, provided that the Transfer is effected in accordance with Section 3.3. (ed) The TWVC Funds agree DSM agrees to the imprinting, so long as is required by this Section 3.2, of the following legend on any certificate evidencing any of the Restricted Shares: THESE NEITHER THIS SECURITY NOR THE SECURITIES HAVE NOT INTO WHICH THIS SECURITY IS EXERCISABLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND AND, ACCORDINGLY, MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION OR AN EXEMPTION THEREFROM STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE RULES AND REGULATIONS THEREUNDER AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES. Certificates evidencing the Restricted Shares shall not be required to contain such legend or any other legend (i) following any sale of such Restricted Shares pursuant to an effective registration statement (including the Shelf Registration Statement) covering the resale of the Restricted Shares, (ii) following any sale of such Restricted Shares pursuant to Rule 144 or Rule 144A (or any similar provision then in force) or if the holder provides the Company with a legal opinion reasonably acceptance to the Company to the effect that the Restricted Shares are transferable by a person who is not an Affiliate of the Company pursuant to were sold under Rule 144 or Rule 144A (or any similar provision then in force) without any volume or manner of sale restrictions thereunder, or (iii) if the holder provides the Company with a legal opinion reasonably acceptable to the Company to the effect that the legend is not required under applicable requirements of the Securities Act (including controlling judicial interpretations Act. Notwithstanding anything to the contrary in this Agreement or the Securities Purchase Agreement, in the event of any conflict or inconsistency between any provision of Section 3.2(d), Section 3.2(d) or Article V of this Agreement, on the one hand, and pronouncements issued by the staff any provision of the SEC). Whenever such restrictions shall cease and terminate Securities Purchase Agreement, on the other hand, whichever provision is more favorable to DSM under the circumstances (as to any Restricted Shares, the holder of such securities shall be entitled to receive from determined by DSM in its sole discretion) will control as between the Company upon a written request in writing, without expense, new securities of like tenor not bearing the legend set forth hereinand DSM.

Specific Transfer Restrictions. (a) Without Except with the prior approval written consent of the Non-TWVC DirectorsCompany (which it may withhold in its sole discretion), beginning at the Closing Date and ending on (but not including) the date that is eight months after the Closing Date, the TWVC Funds Stockholder shall not, and nor shall not it permit any of their respective its Affiliates to, Transfer any Company Securities Beneficially Owned by the Stockholder, other than Transfers (i) pursuant to an Exchange, (ii) effected in order to comply with the requirements of ‎Section 2.02(d), (iii) to a block trade Permitted Transferee, (iv) to the extent required by a Regulatory Requirement, (v) pursuant to Section 5.02(b) or similar arrangement(vi) following the occurrence of a Triggering Event. Following the date that is eight months after the Closing Date, the Stockholder and its Affiliates may Transfer all or any of their Company Securities, subject to compliance with the other provisions in this Article 3 and the Charter. (b) Except with the prior written consent of the Company, the Stockholder shall not Transfer Company Securities it Beneficially Owns except in one of the following manners: (i) Transfer Voting pursuant to an Exchange; (ii) pursuant to a distribution of Company Securities to the public, registered under the Securities Act, in which the Stockholder uses (or Convertible instructs any managing underwriter in such offering to use) its reasonable best efforts (1) to effect as wide a distribution of such Company Securities as is reasonably practicable, and (2) to not knowingly, after reasonable inquiry, sell any Company Securities to any Person other than any Person who (x) is described in Rule 13d-1(b)(1) under the Exchange Act and is eligible to report the holdings of Voting Securities on Schedule 13G (a “Passive Holder”) and who, after consummation of such offering, would have Beneficial Ownership of Voting Securities representing, in the aggregate, less than 10% of the Total Voting Power or Group that(y) is not a Passive Holder but after consummation of such offering would have Beneficial Ownership of Voting Securities representing, in the aggregate, less than 2.5% of the Total Voting Power; (iii) pursuant to the restrictions of Rule 144 under the Securities Act applicable to sales of securities by Affiliates of an issuer (regardless of whether such Transferring party or its applicable Affiliate is deemed at such time to be an Affiliate of the Company for purposes of Rule 144); (iv) pursuant to any sale, merger, consolidation, acquisition (including by way of tender offer or exchange offer or share exchange), recapitalization or other business combination involving the Company or any of its Subsidiaries pursuant to which more than 25% of the Voting Securities or the consolidated total assets of the Company would be acquired or received by any Person (other than the Company or its Subsidiaries) in one or a series of related transactions; provided, that the Board has approved such transaction or proposed transaction and recommended it to the stockholders of the Company (and has not withdrawn such recommendation); (v) to any Person (other than a Passive Holder) who, after consummation of such Transfer, would, to the TWVC Fund’s knowledge, would have Beneficial Ownership of Voting Securities representing representing, in the aggregate more aggregate, less than 152.5% of the outstanding Total Voting Power; (vi) to any Passive Holder who, after consummation of such Transfer, would have Beneficial Ownership of Voting Securities representing, in the aggregate, less than 10% of the Company; (ii) Transfer Total Voting Securities or Convertible Securities representing in the aggregate 15% or more of the outstanding Voting Securities of the Company to a single purchaser or GroupPower; or (iiivii) Knowingly transfer Voting Securities or Convertible Securities to any Person or Group that is a competitor of the Company or an Affiliate of such competitor. (b) Notwithstanding anything to the contrary in this Agreement, the TWVC Funds shall not, and shall not permit any of their respective Affiliates to, Transfer the Series A Preferred to any Person or Group other than one of the TWVC Funds or their respective Affiliates who agree to be bound by all of the terms and conditions of this Agreement applicable to the TWVC FundsPermitted Transferee. (c) Without In addition to the prior approval requirements of the Non-TWVC Directors‎Section 3.02(b), the TWVC Funds Stockholder shall not, and nor shall not it permit any of their respective its Affiliates to to, Transfer Voting Securities or Convertible Securities representing in any shares of Nonvoting Common Stock Owned by the aggregate 35% or more Stockholder unless such Transfer complies with the terms of the outstanding Voting Securities of the Company to any Person or Group in one transaction or series of related transactions other than pursuant to a Change of Control transaction in which all holders of Voting Securities have the opportunity to receive the same consideration per share of Common Stock as that received by the TWVC Funds in such transaction(s)Charter. (d) The TWVC Funds acknowledge that Notwithstanding anything herein to the Restricted Shares have not been registered under contrary, if the Stockholder Transfers any Company Securities Act and may not be Transferred except to a Permitted Transferee pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration under the Securities Act. The TWVC Funds covenant that the Restricted Shares will only be disposed of pursuant to an effective registration statement under, and in compliance with the requirements ofthis ‎Section 3.02, the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with any applicable state and foreign securities laws. In connection with any Transfer of Restricted Shares other than pursuant to an effective registration statement, to the Company or pursuant to Rule 144 or 144A (or any similar provision then in force), the Company may, to the extent reasonable, require the TWVC Funds to provide to the Company an opinion of counsel selected by the TWVC Funds and reasonably acceptable to the Company, the form and substance of which opinion Stockholder shall be reasonably satisfactory to the Company, to the effect that responsible for any breaches of this Agreement by such Transfer does not require registration under the Securities Act. Notwithstanding the foregoing, the Company hereby consents to and agrees to register on the books of the Company and with its transfer agent, without any legal opinion, except to the extent that the transfer agent requests such legal opinion, any Transfer of Restricted Shares by the TWVC Funds to an Affiliate of any TWVC Fund or to any general or limited partner of any TWVC Fund, provided that the Transfer is effected in accordance with Section 3.3Permitted Transferee. (e) The TWVC Funds agree to the imprinting, so long as is required by this Section 3.2, of the following legend on any certificate evidencing any of the Restricted Shares: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE ACT AND THE RULES AND REGULATIONS THEREUNDER AND APPLICABLE STATE SECURITIES LAWS. Certificates evidencing the Restricted Shares shall not be required to contain such legend or any other legend (i) following any sale of such Restricted Shares pursuant to an effective registration statement (including the Shelf Registration Statement) covering the resale of the Restricted Shares, (ii) following any sale of such Restricted Shares pursuant to Rule 144 or Rule 144A (or any similar provision then in force) or if the Restricted Shares are transferable by a person who is not an Affiliate of the Company pursuant to Rule 144 or Rule 144A (or any similar provision then in force) without any volume or manner of sale restrictions thereunder, or (iii) if the holder provides the Company with a legal opinion reasonably acceptable to the Company to the effect that the legend is not required under applicable requirements of the Securities Act (including controlling judicial interpretations and pronouncements issued by the staff of the SEC). Whenever such restrictions shall cease and terminate as to any Restricted Shares, the holder of such securities shall be entitled to receive from the Company upon a written request in writing, without expense, new securities of like tenor not bearing the legend set forth herein.

Specific Transfer Restrictions. (a) Without the prior approval of the Non-TWVC Directors, the TWVC Funds shall not, and shall not permit any of their respective Affiliates to, in a block trade or similar arrangement: (i) Transfer Voting Securities or Convertible Securities to any Person or Group that, after consummation of such Transfer, would, to the TWVC Fund’s knowledge, have Beneficial Ownership of Voting Securities representing in the aggregate more than 15% of the outstanding Voting Securities of the Company; (ii) Transfer Voting Securities or Convertible Securities representing in the aggregate 15% or more of the outstanding Voting Securities of the Company to a single purchaser or Group; or (iii) Knowingly transfer Voting Securities or Convertible Securities to any Person or Group that is a competitor of the Company or an Affiliate of such competitor. (b) Notwithstanding anything to the contrary in this Agreement, the TWVC Funds shall not, and shall not permit any of their respective Affiliates to, Transfer the Series A Preferred to any Person or Group other than one of the TWVC Funds or their respective Affiliates who agree to be bound by all of the terms and conditions of this Agreement applicable to the TWVC Funds. (c) Without the prior approval of the Non-TWVC Directors, the TWVC Funds shall not, and shall not permit any of their respective Affiliates to Transfer Voting Securities or Convertible Securities representing in the aggregate 35% or more of the outstanding Voting Securities of the Company to any Person or Group in one transaction or series of related transactions other than pursuant to a Change of Control transaction in which all holders of Voting Securities have the opportunity to receive the same consideration per share of Common Stock as that received by the TWVC Funds in such transaction(s). (d) The TWVC Funds acknowledge that the Restricted Shares have not been registered under the Securities Act and may not be Transferred except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration under the Securities Act. The TWVC Funds covenant that the Restricted Shares will only be disposed of pursuant to an effective registration statement under, and in compliance with the requirements of, the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with any applicable state and foreign securities laws. In connection with any Transfer of Restricted Shares other than pursuant to an effective registration statement, to the Company or pursuant to Rule 144 or 144A (or any similar provision then in force), the Company may, to the extent reasonable, may require the TWVC Funds to provide to the Company an opinion of counsel selected by the TWVC Funds and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such Transfer does not require registration under the Securities Act. Notwithstanding the foregoing, the Company hereby consents to and agrees to register on the books of the Company and with its transfer agent, without any legal opinion, except to the extent that the transfer agent requests such legal opinion, any Transfer of Restricted Shares by the TWVC Funds to an Affiliate of any TWVC Fund or to any general or limited partner of any TWVC Fund, provided that the Transfer is effected in accordance with Section 3.3. (e) The TWVC Funds agree to the imprinting, so long as is required by this Section 3.2, of the following legend on any certificate evidencing any of the Restricted Shares: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE ACT AND THE RULES AND REGULATIONS THEREUNDER AND APPLICABLE STATE SECURITIES LAWS. Certificates evidencing the Restricted Shares shall not be required to contain such legend or any other legend (i) following any sale of such Restricted Shares pursuant to an effective registration statement (including the Shelf Registration Statement) covering the resale of the Restricted Shares, (ii) following any sale of such Restricted Shares pursuant to Rule 144 or Rule 144A (or any similar provision then in force) or if the Restricted Shares are transferable by a person who is not an Affiliate of the Company pursuant to Rule 144 or Rule 144A (or any similar provision then in force) without any volume or manner of sale restrictions thereunder, or (iii) if the holder provides the Company with a legal opinion reasonably acceptable to the Company to the effect that the legend is not required under applicable requirements of the Securities Act (including controlling judicial interpretations and pronouncements issued by the staff of the SEC). Whenever such restrictions shall cease and terminate as to any Restricted Shares, the holder of such securities shall be entitled to receive from the Company upon a written request in writing, without expense, new securities of like tenor not bearing the legend set forth herein.

Specific Transfer Restrictions. (a) Without the prior approval of the Non-TWVC DirectorsOutside Independent Directors Committee, the TWVC Funds neither TD nor any R Party shall, nor shall not, and shall not they permit any of their respective Affiliates to, in a block trade or similar arrangementTransfer any Voting Securities Beneficially Owned by such Person; provided that the foregoing restriction shall not be applicable to Transfers: (ia) effected in order to comply with the requirements of Section 2.1(c), provided that, without the prior approval of the Outside Independent Directors Committee, no Transferring party nor any of its Affiliates shall knowingly Transfer Voting Securities or Convertible Securities pursuant to this paragraph (a) to any Person or Group thatwho, after consummation of such Transfer, would, to the TWVC Fund’s knowledge, would have Beneficial Ownership of Voting Securities representing in the aggregate 5% or more than 15% of the outstanding Total Voting Securities of the CompanyPower; (b) pursuant to a firm commitment, underwritten distribution of Voting Securities to the public, registered under the Securities Act, in which the Transferring party or parties (and/or such party’s Affiliates, if applicable) instruct the underwriters to use their reasonable best efforts to (i) effect as wide a distribution of such Voting Securities as is reasonably practicable, and (ii) Transfer not sell Voting Securities or Convertible to any Person who after consummation of such offering would have Beneficial Ownership of Voting Securities representing in the aggregate 155% or more of the outstanding Total Voting Securities of the Company to a single purchaser or Group; or (iii) Knowingly transfer Voting Securities or Convertible Securities to any Person or Group that is a competitor of the Company or an Affiliate of such competitor. (b) Notwithstanding anything to the contrary in this Agreement, the TWVC Funds shall not, and shall not permit any of their respective Affiliates to, Transfer the Series A Preferred to any Person or Group other than one of the TWVC Funds or their respective Affiliates who agree to be bound by all of the terms and conditions of this Agreement applicable to the TWVC Funds.Power; (c) Without pursuant to the prior approval restrictions of Rule 144 under the Securities Act applicable to sales of securities by Affiliates of an issuer (regardless of whether such Transferring party or its applicable Affiliate is deemed at such time to be an Affiliate of the Non-TWVC DirectorsCompany for purposes of Rule 144); (d) pursuant to any sale, merger, consolidation, acquisition (including by way of tender offer or exchange offer or share exchange), recapitalization or other business combination involving the TWVC Funds shall not, and shall not permit Company or any of their respective Affiliates its Subsidiaries pursuant to Transfer which more than 25% of the Voting Securities or Convertible the consolidated total assets of the Company would be acquired or received by any Person (other than the Company or its Subsidiaries) in one or a series of related transactions, provided that the Board has approved such transaction or proposed transaction and recommended it to the stockholders of the Company (and has not withdrawn such recommendation); (e) to any Person who, after consummation of such Transfer, would have Beneficial Ownership of Voting Securities representing in the aggregate 35less than 5% or more of the outstanding Total Voting Securities Power; (f) in the case of the Company to any Person or Group in one transaction or series of related transactions other than pursuant a Transfer by TD, to a Change Subsidiary of Control transaction in TD which all holders executes and delivers to the other parties hereto an agreement to be subject to, and bound by, the terms of Voting Securities have the opportunity this Agreement to receive the same consideration per share extent as TD (provided that TD shall remain a party to this Agreement and shall be responsible for any breach of Common Stock as that received this Agreement by the TWVC Funds in such transaction(sSubsidiary).; or (dg) The TWVC Funds acknowledge that in the Restricted Shares have not been registered under the Securities Act and may not be Transferred except pursuant case of a Transfer by an R Party, (i) to an effective registration statement under the Securities Act or pursuant to an exemption from registration under the Securities Act. The TWVC Funds covenant that the Restricted Shares will only be disposed of pursuant to an effective registration statement under, and in compliance with the requirements of, the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with any applicable state and foreign securities laws. In connection with any Transfer of Restricted Shares other than pursuant to an effective registration statement, to the Company or pursuant to Rule 144 or 144A (or any similar provision then in force), the Company may, to the extent reasonable, require the TWVC Funds to provide to the Company an opinion of counsel selected by the TWVC Funds and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such Transfer does not require registration under the Securities Act. Notwithstanding the foregoing, the Company hereby consents to and agrees to register on the books of the Company and with its transfer agent, without any legal opinion, except to the extent that the transfer agent requests such legal opinion, any Transfer of Restricted Shares by the TWVC Funds to an Affiliate of any TWVC Fund or to any general or limited partner of any TWVC Fundanother R Party, provided that the Voting Securities so Transferred become fully subject to this Agreement and provided, further, in the case of a Transfer to the Rxxxxxxx Grandchildren Trust, that such Transfer is effected in accordance not part of a plan to avoid the provisions of Section 4.6 with Section 3.3. (e) The TWVC Funds agree respect to the imprintingTransferring party; (ii) to a trust, family partnership or limited liability company (x) whose beneficiaries or equity owners, as applicable, consist of such R Party and/or such R Party’s spouse and/or any Person related by blood, marriage or adoption to such R Party or such R Party’s spouse and (y) that executes and delivers to the other parties hereto an agreement to be subject to, and bound by, the terms of this Agreement to the same extent as the Transferring R Party; (iii) as a bona fide gift to a child or grandchild of such R Party, provided that no Transfer may be made pursuant to this paragraph (g)(iii) to any such individual if, after giving effect to such Transfer, the aggregate number of Voting Securities Transferred to such individual in any calendar year pursuant to this paragraph (g)(iii) exceeds $11,000 of Fair Market Value; (iv) to any Family Member of such R Party, so long as is required by such Family Member executes and delivers to the other parties hereto an agreement to be subject to, and bound by, the terms of this Agreement to the same extent as the Transferring R Party; or (v) subject to Section 3.2, of the following legend on any certificate evidencing any of the Restricted Shares: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”5.8(c), OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE ACT AND THE RULES AND REGULATIONS THEREUNDER AND APPLICABLE STATE SECURITIES LAWS. Certificates evidencing to TD in the Restricted Shares shall not be required to contain such legend or any other legend (i) following any sale of such Restricted Shares pursuant to an effective registration statement (including the Shelf Registration Statement) covering the resale of the Restricted Shares, (ii) following any sale of such Restricted Shares pursuant to Rule 144 or Rule 144A (or any similar provision then in force) or if the Restricted Shares are transferable by a person who is not an Affiliate of the Company pursuant to Rule 144 or Rule 144A (or any similar provision then in force) without any volume or manner of sale restrictions thereunder, or (iii) if the holder provides the Company with a legal opinion reasonably acceptable to the Company to the effect that the legend is not required under applicable requirements of the Securities Act (including controlling judicial interpretations and pronouncements issued by the staff of the SEC). Whenever such restrictions shall cease and terminate as to any Restricted Shares, the holder of such securities shall be entitled to receive from the Company upon a written request in writing, without expense, new securities of like tenor not bearing the legend set forth hereinTender Offer.