Common use of Stock Transfer Restrictions Clause in Contracts

Stock Transfer Restrictions. (i) Any Securities offered may only ----------------------------- be disposed of pursuant to an effective registration statement under the Securities Act, to the Company or pursuant or to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement; (ii) In the case of U.S. securities, the Purchasers agree to the imprinting, so long as is required by this Section 3.1(b), of the following legend on the Securities: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION 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 IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying Shares shall contain the legend set forth above nor any other legend if the conversion of Debentures or the exercise of the Warrants, as the case may be, occurs at any time while an Underlying Shares Registration Statement is effective under the Securities Act or the holder is relying on Rule 144 promulgated under the Securities Act ("Rule 144") in connection with the -------- resale of such Underlying Shares, or in the event there is not an effective Underlying Shares Registration Statement, and Rule 144 is not then available for resale of the Underlying Shares, at such time as such legend is not required under applicable requirements of the Securities Act (including, without limitation, judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company=s transfer agent on the Effective Date. The Company agrees that following the Effective Date, it will, no later than three Trading Days following the delivery by a Purchaser to the Company of a certificate or certificates representing such Underlying Shares issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this Section.

Stock Transfer Restrictions. (i) Any Securities offered may only ----------------------------- be disposed of pursuant to an effective registration statement The Xtend and the Xtend Shareholders acknowledge that the Closing Shares and the Earn-Out Shares will each constitute "restricted securities" under the Securities Act, to the Company or pursuant or to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities Rule 144 promulgated under the Securities Act. Any In addition to the restrictions on transfer imposed by applicable securities laws, Xtend and each Xtend Shareholder covenants and agrees not to offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect to (collectively, a "Disposition") any Closing Shares, any options or warrants to purchase any Closing Shares or any securities convertible into or exchangeable for shares of Closing Shares (collectively, "Securities") now owned or hereafter acquired directly by Xtend or such transferee shall Xtend Shareholder or with respect to which Xtend or such Xtend Shareholder has or hereafter acquires the power of disposition, otherwise than (a) as a bona fide gift or gifts, provided the donee or donees thereof agree in writing to be bound by this restriction, (b) as a distribution to partners or shareholders of Xtend or such Xtend Shareholder, provided that the distributees thereof agree in writing to be bound by the terms of this Agreement and shall have restriction, (c) pursuant to a transfer to any trust for the rights of a Purchaser under this Agreement and the Registration Rights Agreement; (ii) In the case of U.S. securities, the Purchasers agree to the imprinting, so long as is required by this Section 3.1(b), direct or indirect benefit of the following legend Xtend Shareholder or the immediate family of the Xtend Shareholder, provided that the trustee of the trust agrees to be bound by the terms of this restriction, and provided further that any such transfer shall not involve a disposition for value or (d) with the prior written consent of iGo, for a period commencing on the Securities: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE 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 date hereof and lapsing on the date one (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION 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 IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying Shares shall contain 1) year following the legend set forth above nor any other legend if the conversion of Debentures or the exercise date of the Warrants, as the case may be, occurs at any time while an Underlying Shares Registration Statement is effective under the Securities Act or Closing of hereunder. The foregoing restriction has been expressly agreed to preclude the holder is relying on Rule 144 promulgated under the Securities Act ("Rule 144") in connection with the -------- resale of such Underlying Shares, or in the event there is not an effective Underlying Shares Registration Statement, and Rule 144 is not then available for resale of the Underlying Shares, at such time as such legend is not required under applicable requirements of the Securities Act from engaging in any hedging or other transaction during the one-year period following the Closing which is designed to or reasonably expected to lead to or result in a Disposition of Securities, even if such Securities would be disposed of by someone other than such holder. Such prohibited hedging or other transactions would include, without limitation, any short sale (whether or not against the box) or any purchase, sale or grant of any right (including, without limitation, judicial interpretations any put or call option) with respect to any Securities or with respect to any security (other than a broad-based market basket or index) that included, relates to or derives any significant part of its value from Securities. Xtend and pronouncements issued the Xtend Shareholders also agree and consent to the entry of stop transfer instructions with iGo's transfer agent and registrar against the transfer of shares of Securities held by Xtend or the staff Xtend Shareholders (or their permitted transferees) except in compliance with the foregoing restrictions. Notwithstanding the foregoing, nothing herein shall be deemed to prohibit a pro rata (in accordance with their relative shareholdings), in-kind distribution of the Commission). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions Securities from Xtend to the Company=s transfer agent on Xtend Shareholders during the Effective Date. The Company agrees restricted period, except that following the Effective Date, it will, no later than three Trading Days following the delivery by a Purchaser to the Company of a certificate or certificates representing such Underlying Shares issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legends. The Company Xtend may not make any notation on its records or give instructions such distribution during the restricted period to any transfer agent shareholder of Xtend that was not an Xtend Shareholder as of the Company Closing without iGo's prior consent, which enlarge the restrictions of transfer set forth may be withheld in this Sectionits discretion.

Stock Transfer Restrictions. (i) Any The ARI Shareholders acknowledge that the Merger Securities offered may only ----------------------------- be disposed of pursuant to an effective registration statement will constitute "restricted securities" under the Securities Act, to the Company or pursuant or to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities Rule 144 promulgated under the Securities Act. Any In addition to the restrictions on transfer imposed by applicable securities laws, each ARI Shareholder covenants and agrees not to offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect to (collectively, a "DISPOSITION") any shares of Merger Securities, any options or warrants to purchase any shares of Merger Securities or any securities convertible into or exchangeable for shares of Merger Securities (collectively, "SECURITIES") now owned or hereafter acquired directly by such transferee shall ARI Shareholder or with respect to which such ARI Shareholder has or hereafter acquires the power of disposition, otherwise than (a) as a bona fide gift or gifts, provided the donee or donees thereof agree in writing to be bound by this restriction, (b) as a distribution to partners or shareholders of such ARI Shareholder, provided that the distributees thereof agree in writing to be bound by the terms of this Agreement restriction, (c) pursuant to a transfer to any trust for the direct or indirect benefit of the ARI Shareholder or the immediate family of the ARI Shareholder, provided that the trustee of the trust agrees to be bound by the terms of this restriction, and provided further that any such transfer shall have not involve a disposition for value, or (d) with the rights prior written consent of iGo, for a Purchaser under period commencing on the date hereof and continuing until such restrictions lapse as to any Merger Securities pursuant to the provisions of this Agreement and paragraph. The restrictions set fort in this Section 4.2 shall lapse as to (i) seventy-five percent (75%) of the Registration Rights Agreement; Merger Securities acquired by such ARI Shareholder (or permitted transferee thereof) on the date one (1) year following the Effective Time of the Merger, (ii) In as to twelve and one-half percent (12-1/2%) of the case Merger Securities acquired by such ARI Shareholder (or permitted transferee thereof) on the date eighteen (18) months following the Effective Time of U.S. securitiesthe Merger, the Purchasers agree (iii) and as to the imprinting, so long as is required by this Section 3.1(b), remaining twelve and one- half percent (12-1/2%) of the following legend Merger Securities acquired by such ARI Shareholder (or permitted transferee thereof) on the Securities: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE 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 date two (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION 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 IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying Shares shall contain 2) years following the legend set forth above nor any other legend if the conversion of Debentures or the exercise Effective Time of the Warrants, as the case may be, occurs at any time while an Underlying Shares Registration Statement is effective under the Securities Act or Merger. The foregoing restriction has been expressly agreed to preclude the holder is relying on Rule 144 promulgated under the Securities Act ("Rule 144") in connection with the -------- resale of such Underlying Shares, or in the event there is not an effective Underlying Shares Registration Statement, and Rule 144 is not then available for resale of the Underlying Shares, at such time as such legend is not required under applicable requirements of the Securities Act from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a Disposition of Securities during the restricted period, even if such Securities would be disposed of by someone other than such holder. Such prohibited hedging or other transactions would include, without limitation, any short sale (whether or not against the box) or any purchase, sale or grant of any right (including, without limitation, judicial interpretations any put or call option) with respect to any Securities or with respect to any security (other than a broad-based market basket or index) that included, relates to or derives any significant part of its value from Securities. The ARI Shareholders also agree and pronouncements issued consent to the entry of stop transfer instructions with iGo's transfer agent and registrar against the transfer of shares of Securities held by the staff of ARI Shareholders (or their permitted transferees) except in compliance with the Commission). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company=s transfer agent on the Effective Date. The Company agrees that following the Effective Date, it will, no later than three Trading Days following the delivery by a Purchaser to the Company of a certificate or certificates representing such Underlying Shares issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this Section.foregoing restrictions..