Common use of STOCK TRANSFER RESTRICTION Clause in Contracts

STOCK TRANSFER RESTRICTION. A. No shares of CTI stock issued to Participant to effectuate the Merger ("Merger Shares") may be sold, transferred or assigned, whether voluntarily or involuntarily, by operation of law or otherwise, except as provided herein. Any purported sale, transfer or assignment of Merger Shares other than in accordance with these provisions shall be null and void ab initio. B. Merger Shares may be sold, transferred, or assigned (i) in accordance with SECTION 1.C below, or (ii) by will or the laws of descent and distribution. C. Except as permitted by SECTION 1.B above, before any Merger Shares may be sold, transferred or assigned, such Merger Shares shall first be offered for sale to the Company in the following manner: (i) The Participant intending to sell, transfer or assign Merger Shares shall deliver to the Company a written notice (the "Notice") of the Participant's bona fide intention to sell, transfer or assign Merger Shares. The Notice shall specify (a) the proposed buyer or buyers, (b) the number of Merger Shares to be sold or transferred, (c) the price per share, and (d) the other terms and conditions upon which the Participant intends to make such sale or transfer. In the event that any part of the consideration to be received is other than cash, the Notice shall fully describe such consideration and state the fair market value thereof. The Company, at its option and its expense, may in good faith require that the fair market value of such consideration be determined by an independent appraiser selected by the Company. In the case of consideration other than cash, the price per share shall be the fair market value of such consideration as stated in the Notice, unless the Company exercises its option to require the aforementioned independent appraisal, in which case the price per share shall be such independently appraised fair market value. (ii) Within thirty (30) days after receipt of the Notice, the Company shall have the prior right to purchase the Merger Shares described in the Notice at the price and on the other terms and conditions stated in the Notice. The Company may elect to purchase all (but not less than all) of the Merger Shares described in the Notice by notifying the offering Participant in writing within such thirty (30) day period, and tendering payment to the offering Participant within thirty (30) days after giving such notice, against delivery of an assignment of the Merger Shares, free and clear of all liens, claims and encumbrances, duly executed by the Participant in favor of the Company. In the event an appraisal is requested under paragraph (i) above, the period for payment shall be extended for so long as is reasonably necessary to obtain the appraisal report. (iii) If the Company does not elect to purchase all of the Merger Shares described in the Notice as provided in paragraph (i) above, the Company shall be deemed to have waived its right to acquire such Merger Shares, and the Participant may sell, assign or transfer such Merger Shares within the sixty (60) day period following the date of the Notice, provided that any such sale or transfer is strictly in accordance with the terms and conditions specified in the Notice. Any Merger Shares so transferred shall continue to be subject to the right of first refusal provided for herein and the other terms and conditions hereof. Any such transfer must also be in compliance with applicable securities laws. If the offering Participant does not sell or transfer all of the Merger Shares described in the Notice within the aforesaid sixty (60) days, the Merger Shares shall again become subject to the right of first refusal provided for herein. (iv) The foregoing restrictions on transfer of Merger Shares shall terminate upon the sale by the Company of its common stock in an offering to the public pursuant to a registration statement filed under the Securities Act of 1933, as amended, underwritten on a firm commitment basis by an underwriter of nationally recognized standing and yielding gross proceeds to the Company of at least $35,000,000.

STOCK TRANSFER RESTRICTION. A. No shares of CTI stock Common Stock issued pursuant to Participant to effectuate the Merger exercise of the Option ("Merger Option Shares") may be sold, transferred or assigned, whether voluntarily or involuntarily, by operation of law or otherwise, except as provided herein. Any purported sale, transfer or assignment of Merger Option Shares other than in accordance with these provisions shall be null and void ab initio. B. Merger Option Shares may be sold, transferred, or assigned (i) in accordance with SECTION 1.C Section 8.C below, or (ii) by will or the laws of descent and distribution. C. Except as permitted by SECTION 1.B Section 8.B above, before any Merger Option Shares may be sold, transferred or assigned, such Merger Option Shares shall first be offered for sale to the Company in the following manner: (i) The Participant Employee intending to sell, transfer or assign Merger Option Shares shall deliver to the Company a written notice (the "Notice") of the ParticipantEmployee's bona fide intention to sell, transfer or assign Merger Option Shares. The Notice shall specify specify (a) the proposed buyer or buyers, (b) the number of Merger Option Shares to be sold or transferred, (c) the price per share, and (d) the other terms and conditions upon which the Participant Employee intends to make such sale or transfer. In the event that any part of the consideration to be received is other than cash, the Notice shall fully describe such consideration and state the fair market value thereof. The Company, at its option and its expense, may in good faith require that the fair market value of such consideration be determined by an independent appraiser selected by the Company. In the case of consideration other than cash, the price per share shall be the fair market value of such consideration as stated in the Notice, unless the Company exercises its option to require the aforementioned independent appraisal, in which case the price per share shall be such independently appraised fair market value. (ii) Within thirty (30) days after receipt of the Notice, the Company shall have the prior right to purchase the Merger Option Shares described in the Notice at the price and on the other terms and conditions stated in the Notice. The Company may elect to purchase all (but not less than all) of the Merger Option Shares described in the Notice by notifying the offering Participant Employee in writing within such thirty (30) day period, and tendering payment to the offering Participant Employee within thirty (30) days after giving such notice, against delivery of an assignment of the Merger Option Shares, free and clear of all liens, claims and encumbrances, duly executed by the Participant Employee in favor of the Company. In the event an appraisal is requested under paragraph (i) above, the period for payment shall be extended for so long as is reasonably necessary to obtain the appraisal report. (iii) If the Company does not elect to purchase all of the Merger Option Shares described in the Notice as provided in paragraph (i) above, the Company shall be deemed to have waived its right to acquire such Merger Option Shares, and the Participant Employee may sell, assign or transfer such Merger Option Shares within the sixty (60) day period following the date of the Notice, provided that any such sale or transfer is strictly in accordance with the terms and conditions specified in the Notice. Any Merger Option Shares so transferred shall continue to be subject to the right of first refusal provided for herein and the other terms and conditions hereof. Any such transfer must also be in compliance with applicable securities laws. If the offering Participant Employee does not sell or transfer all of the Merger Option Shares described in the Notice within the aforesaid sixty (60) days, the Merger Option Shares shall again become subject to the right of first refusal provided for herein. (iv) The foregoing restrictions on transfer of Merger Option Shares shall terminate upon upon-the sale by the Company of its common stock in an offering to the public pursuant to a registration statement filed under the Securities Act of 1933, as amended, underwritten on a firm commitment basis by an underwriter of nationally recognized standing and yielding gross proceeds to the Company of at least $35,000,000.