Common use of Stock Restrictions Clause in Contracts

Stock Restrictions. If Parent obtains a Section 3(a)(10) Permit, the certificates (other than those certificates issued to persons who were not as of the Effective Time, an affiliate of the Company, as such term is defined in Rule 144 under the Securities Act) representing the shares of Parent Common Stock issued pursuant to this Agreement shall bear the restrictive legends (and a stop transfer orders shall be placed against the transfer thereof with Parent’s transfer agent) as follows: “THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 APPLIES AND MAY ONLY BE TRANSFERRED IN CONFORMITY WITH RULE 145(d) OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR IN ACCORDANCE WITH A WRITTEN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO THE ISSUER IN FORM AND SUBSTANCE, THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED.” If such shares of Parent Common Stock are issued in reliance upon an exemption from the registration requirements of Section 5 of the Securities Act as set forth in Section 4(2) thereof, the certificates representing the shares of Parent Common Stock issued pursuant to this Agreement shall bear a restrictive legend (and stop transfer orders shall be placed against the transfer thereof with Parent’s transfer agent) stating substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, OR HYPOTHECATED EXCEPT IN COMPLIANCE WITH RULE 144 IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.

Stock Restrictions. If Parent obtains a Section 3(a)(10Each Company Stockholder acknowledges and understands that: (a) Permitthe Exchange Shares shall not be registered under either United States federal or state securities laws or other securities laws of any other jurisdiction, the certificates (other than those certificates but are expected to be issued to persons who were not as of the Effective Time, an affiliate of the Company, as such term is defined in Rule 144 under the Securities Act) representing the shares of Parent Common Stock issued pursuant to this Agreement shall bear the restrictive legends (and a stop transfer orders shall be placed against the transfer thereof with Parent’s transfer agent) as follows: “THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 APPLIES AND MAY ONLY BE TRANSFERRED IN CONFORMITY WITH RULE 145(d) OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR IN ACCORDANCE WITH A WRITTEN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO THE ISSUER IN FORM AND SUBSTANCE, THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED.” If such shares of Parent Common Stock are issued in reliance upon an exemption exemptions from the registration requirements of provided by Section 5 4(2) and other provisions of the Securities Act and the regulations promulgated thereunder; (b) while the Purchaser may undertake to register certain of the Purchaser's Common Stock for public sale in the future, it has made no decision or commit ment to do so, has no present intention either to do so or to consider such a registration, and, in any event, is under no obligation to do so with respect to the Exchange Shares; (c) if in fact the Purchaser undertakes to register any of its the Purchaser's Common Stock for public sale in the future, there would be no assurance that it would be successful in causing such registration to occur; (d) an exemption from registration with respect to the Exchange Shares may not be available under the Securities Act or may not permit such Company Stockholder to transfer the Exchange Shares in the amounts or at the times desired by such Company Stockholder; and (e) as set forth in Section 4(2) thereofa result of the foregoing, the certificates representing Exchange Shares may be required to be held by such Company Stockholder indefinitely. Each Company Stockholder further acknowledges that each certificate evidencing Exchange Shares shall contain a legend identical to or substantially to the shares effect of Parent Common Stock issued pursuant to this Agreement shall bear a restrictive legend (and stop transfer orders shall be placed against the transfer thereof with Parent’s transfer agent) stating substantially as followsfollowing: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED REGIS TERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"). THEY , AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, OR HYPOTHECATED EXCEPT IN COMPLIANCE WITH RULE 144 TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION REGIS TRATION STATEMENT RELATED THERETO, UNDER THE ACT COVERING THE SHARES OR OF AN OPINION OPIN ION OF COUNSEL, SATISFACTORY COUNSEL TO THE COMPANY, CORPORATION THAT SUCH TRANSFER WILL NOT REQUIRE REGISTRATION IS NOT REQUIRED OF SUCH SHARES UNDER THE ACT, OR A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.

Stock Restrictions. If Parent obtains a Section 3(a)(10Seller acknowledges and understands that: (a) Permitthe Exchange Shares shall not be registered under either United States federal or state securities laws or other securities laws of any other jurisdiction, the certificates (other than those certificates but are expected to be issued to persons who were not as of the Effective Time, an affiliate of the Company, as such term is defined in Rule 144 under the Securities Act) representing the shares of Parent Common Stock issued pursuant to this Agreement shall bear the restrictive legends (and a stop transfer orders shall be placed against the transfer thereof with Parent’s transfer agent) as follows: “THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 APPLIES AND MAY ONLY BE TRANSFERRED IN CONFORMITY WITH RULE 145(d) OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR IN ACCORDANCE WITH A WRITTEN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO THE ISSUER IN FORM AND SUBSTANCE, THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED.” If such shares of Parent Common Stock are issued in reliance upon an exemption exemptions from the registration requirements of provided by Section 5 4(2) and other provisions of the Securities Act of 1933, as set forth amended (the "Act"), and regulations promulgated thereunder; (b) while Purchaser may undertake to register certain of its Purchaser Common Stock for public sale in the future, it has made no decision or commitment to do so, has no present intention either to do so or to consider such a registration, and, in any event, is under no obligation to do so with respect to the Exchange Shares, except as contemplated in that certain Registration Rights Agreement between Purchaser and Seller to be entered into at the Closing in accordance with Section 4(27.9 hereof; (c) thereofif in fact Purchaser undertakes to register any of its Purchaser Common Stock for public sale in the future, there would be no assurance that it would be successful in causing such registration to occur; (d) an exemption from registration with respect to the Exchange Shares may not be available under the Securities Act or may not permit Seller to transfer the Exchange Shares in the amounts or at the times desired by Seller; (e) and, as a result of the foregoing, the certificates representing Exchange Shares may be required to be held by Seller indefinitely. Seller further acknowledges that each certificate evidencing Exchange Shares shall contain a legend identical to or substantially to the shares effect of Parent Common Stock issued pursuant to this Agreement shall bear a restrictive legend (and stop transfer orders shall be placed against the transfer thereof with Parent’s transfer agent) stating substantially as followsfollowing: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"). THEY , AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, OR HYPOTHECATED EXCEPT IN COMPLIANCE WITH RULE 144 TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, UNDER THE ACT COVERING THE SHARES OR OF AN OPINION OF COUNSEL, SATISFACTORY COUNSEL TO THE COMPANY, CORPORATION THAT SUCH TRANSFER WILL NOT REQUIRE REGISTRATION IS NOT REQUIRED OF SUCH SHARES UNDER THE ACT, OR A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.

Stock Restrictions. If Parent obtains a Section 3(a)(10) Permit, the ------------------ certificates (other than those certificates issued to persons who were not as of the Effective Time, an affiliate of the Company, as such term is defined in Rule 144 under the Securities Act) representing the shares of Parent Common Stock issued pursuant to this Agreement shall bear the restrictive legends (and a stop transfer orders shall be placed against the transfer thereof with Parent’s 's transfer agent) as follows: “"THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 APPLIES AND MAY ONLY BE TRANSFERRED IN CONFORMITY WITH RULE 145(d) OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR IN ACCORDANCE WITH A WRITTEN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO THE ISSUER IN FORM AND SUBSTANCE, THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED.” " If such shares of Parent Common Stock are issued in reliance upon an exemption from the registration requirements of Section 5 of the Securities Act as set forth in Section 4(2) thereof, the certificates representing the shares of Parent Common Stock issued pursuant to this Agreement shall bear a restrictive legend (and stop transfer orders shall be placed against the transfer thereof with Parent’s 's transfer agent) stating substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"). THEY MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, OR HYPOTHECATED EXCEPT IN COMPLIANCE WITH RULE 144 IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.

Stock Restrictions. If Parent obtains a Section 3(a)(10Each Company Stockholder acknowledges and understands that: (a) Permitthe Exchange Shares shall not be registered under either United States federal or state securities laws or other securities laws of any other jurisdiction, the certificates (other than those certificates but are expected to be issued to persons who were not as of the Effective Time, an affiliate of the Company, as such term is defined in Rule 144 under the Securities Act) representing the shares of Parent Common Stock issued pursuant to this Agreement shall bear the restrictive legends (and a stop transfer orders shall be placed against the transfer thereof with Parent’s transfer agent) as follows: “THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 APPLIES AND MAY ONLY BE TRANSFERRED IN CONFORMITY WITH RULE 145(d) OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR IN ACCORDANCE WITH A WRITTEN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO THE ISSUER IN FORM AND SUBSTANCE, THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED.” If such shares of Parent Common Stock are issued in reliance upon an exemption exemptions from the registration requirements of provided by Section 5 4(2) and other provisions of the Securities Act and the regulations promulgated thereunder; (b) while the Purchaser may undertake to register certain of the Purchaser Common Stock for public sale in the future, it has made no decision or commitment to do so, has no present intention either to do so or to consider such a registration, and, in any event, is under no obligation to do so with respect to the Exchange Shares; (c) if in fact the Purchaser undertakes to register any of its the Purchaser Common Stock for public sale in the future, there would be no assurance that it would be successful in causing such registration to occur; (d) an exemption from registration with respect to the Exchange Shares may not be available under the Securities Act or may not permit such Company Stockholder to transfer the Exchange Shares in the amounts or at the times desired by such Company Stockholder; and (e) as set forth in Section 4(2) thereofa result of the foregoing, the certificates representing Exchange Shares may be required to be held by such Company Stockholder indefinitely. Each Company Stockholder further acknowledges that each certificate evidencing Exchange Shares shall contain a legend identical to or substantially to the shares effect of Parent Common Stock issued pursuant to this Agreement shall bear a restrictive legend (and stop transfer orders shall be placed against the transfer thereof with Parent’s transfer agent) stating substantially as followsfollowing: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"). THEY , AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, OR HYPOTHECATED EXCEPT IN COMPLIANCE WITH RULE 144 TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, UNDER THE ACT COVERING THE SHARES OR OF AN OPINION OF COUNSEL, SATISFACTORY COUNSEL TO THE COMPANY, CORPORATION THAT SUCH TRANSFER WILL NOT REQUIRE REGISTRATION IS NOT REQUIRED OF SUCH SHARES UNDER THE ACT, OR A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.

Stock Restrictions. If Parent obtains Seller and each Shareholder each agree, (a) that Seller and Shareholders will not (and will cause their Affiliates to not), at any time after the Closing and prior to the close of business on the True Up-Date, Transfer more than an aggregate amount of five hundred thousand (500,000) shares of Buyer’s common stock to a Section 3(a)(10) Permitsingle Person (or a group of affiliated Persons), the certificates (other than those certificates issued Transfers to persons who were broker/dealers, investment banks or similar financial institutions following which Seller and/or Shareholders retain beneficial ownership of such shares; provided, however, that Transfers effected through a national securities exchange shall not as of the Effective Timebe given effect for this purpose, an affiliate of the Company, as such term is defined (b) that Seller and Shareholders will not (and will cause their Affiliates to not) act in Rule 144 concert with any other Person in a manner requiring disclosure under the Securities ActExchange Act of 1934, as amended, and (c) representing that during the ninety (90) day period prior to the True-Up Date, Seller and Shareholders will not (and will cause their Affiliates to not) sell on the Nasdaq Global Select Market (or any other exchange on which Buyer’s stock may be traded) an aggregate number of shares of Parent Common Stock issued pursuant Buyer’s common stock in any one day that exceeds five percent (5%) of the average daily trading volume of Buyer’s common stock during the twenty (20) trading days immediately prior to this Agreement shall bear the restrictive legends (such day. In addition, Seller understands and a agrees that stop transfer orders shall instructions relating to the Issued Shares will be placed against the in Buyer’s stock transfer thereof with Parent’s transfer agent) as follows: “THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 APPLIES AND MAY ONLY BE TRANSFERRED IN CONFORMITY WITH RULE 145(d) OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT OF 1933ledger, AS AMENDEDand that any and all certificates evidencing such securities, OR IN ACCORDANCE WITH A WRITTEN OPINION OF COUNSELif any, REASONABLY ACCEPTABLE TO THE ISSUER IN FORM AND SUBSTANCE, THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED.” If such shares of Parent Common Stock are issued in reliance upon an exemption from the registration requirements of Section 5 of the Securities Act as set forth in Section 4(2) thereof, the certificates representing the shares of Parent Common Stock issued pursuant to this Agreement shall will bear a restrictive legend (and stop transfer orders shall be placed against in substantially the transfer thereof with Parent’s transfer agent) stating substantially as followsfollowing form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED 1933 (THE “ACT”)) AND ARE “RESTRICTED SECURITIES” AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. THEY THE SECURITIES MAY NOT BE SOLDOFFERED FOR SALE, TRANSFERRED, ASSIGNED, SOLD OR HYPOTHECATED OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH RULE 144 IN THE ABSENCE OF PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, UNDER THE ACT OR PURSUANT TO AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT SUCH EXEMPTION FROM REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSIONAVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE ISSUER.