Common use of The Purchaser's Transfer Restrictions Clause in Contracts

The Purchaser's Transfer Restrictions. (a) Purchaser shall not (and shall cause any Purchaser Controlled Entity not to), until the Transfer Restriction Termination Date, Transfer any Shares except: (i) to the Company; (ii) to a Purchaser Controlled Entity so long as such Purchaser Controlled Entity agrees, by executing a counterpart to this Agreement, to (A) hold such Shares subject to all of the provisions of this Agreement as if it were the Purchaser, and (B) promptly transfer such Shares to Purchaser or another Purchaser Controlled Entity if, prior to the six year anniversary of the Closing Date, it ceases to be a Purchaser Controlled Entity; (iii) in response to a bona fide public tender offer or exchange offer subject to Regulation 14D or Rule 13e-3 of the rules and regulations promulgated under the Exchange Act for cash or other consideration that is made by or on behalf of the Company; (iv) in response to a Third Party Tender Offer with respect to which the Board of Directors of the Company shall have recommended to the stockholders of the Company that they accept such offer pursuant to Rule 14d-9 of the rules and regulations promulgated under the Exchange Act and shall have not withdrawn such recommendation prior to such transfer; (v) in response to an Opposed Tender Offer, provided, however, that Purchaser's tender of shares into such Opposed Tender Offer is expressly conditioned upon receipt by the person making such Opposed Tender Offer of valid tenders which are not revoked or withdrawn as of the "scheduled expiration date" as set forth in the bidder's offer to purchaser or other disclosure pursuant to Item 1004(a)(1)(iii) of Regulation M-A of the rules and regulations promulgated by the SEC, or any extension of such scheduled expiration or the expiration of any "subsequent offering period" as set forth in Rule 14d-11 of the rules and regulations promulgated under the Exchange Act, as the case may be, of shares of Voting Stock representing at least fifty-one percent (51%) of the Total Current Voting Power of the Company by persons other than the Purchaser, any Purchaser Controlled Entity, its Affiliates and any 13D Group of which Purchaser or any of its Affiliates is party. (vi) in connection with a Change in Control of the Company that has received Board Approval.

The Purchaser's Transfer Restrictions. (a) Unless the Purchaser Beneficially Owns less than 5% of the Total Current Voting Power or until the Purchaser owns at least 90% of the Total Current Voting Power, the Purchaser shall not (and shall cause not, directly or indirectly, sell, transfer, pledge, contract to sell, sell any Purchaser Controlled Entity not to)option or contract to purchase, until the Transfer Restriction Termination Datepurchase any option or contract to sell, Transfer grant any option, right or warrant to purchase or otherwise dispose of, any Shares or Non-Voting Convertible Securities except: : (i) to the Company; ; (ii) to a Purchaser Controlled Entity Corporation, so long as such Purchaser Controlled Entity agrees, by executing a counterpart Corporation agrees to this Agreement, to (A) hold such Shares subject to all of the provisions of Sections 2.1, 2.2, 2.3, 2.4 and 2.5 of this Agreement as if it were the PurchaserAgreement, and (B) promptly agrees to transfer such Shares Voting Stock to the Purchaser or another Purchaser Controlled Entity if, prior to the six year anniversary of the Closing Date, Corporation if it ceases to be a Purchaser Controlled Entity; Corporation; (iii) after the Standstill Period, pursuant to a bona fide firmly underwritten public offering (which underwriter or underwriters of such offering shall include, if requested by a majority of the Disinterested Directors, an underwriter selected by a majority of the Disinterested Directors) registered under the Securities Act; (iv) after the Standstill Period, pursuant to a rights offering, dividend or other pro rata distribution to the stockholders of the Purchaser; (v) after the Standstill Period, pursuant to Rule 144 promulgated under the Securities Act (including observance of the requirements of paragraph (f) of such rule, whether or not otherwise applicable to such disposition); (vi) after the Standstill Period, in private placement transactions exempt from the registration requirements of the Securities Act; provided that if such private placement transactions described in this subclause, directly or indirectly, result in the transfer to any single person or 13D Group of 5% or more of the Total Current Voting Power of the Company, such transfer shall be subject to the provisions of Section 2.3 below; (vii) in response to a bona fide public tender offer or exchange offer subject to Regulation 14D or Rule 13e-3 of the rules and regulations promulgated under the Exchange Act for cash or other consideration that which is made by or on behalf of the Company; , or (ivviii) in response to a Third Party Tender Offer with respect to (whether for 25% of the Total Current Voting Power or a greater or lesser amount) which is not opposed by the Board of Directors of the Company shall have recommended to within the stockholders of the Company that they accept time such offer Board is required, pursuant to Rule 14d-9 of the rules and regulations promulgated under the Exchange Act and shall have not withdrawn such recommendation prior to such transfer; (v) in response to an Opposed Tender Offer, provided, however, that Purchaser's tender of shares into such Opposed Tender Offer is expressly conditioned upon receipt by the person making such Opposed Tender Offer of valid tenders which are not revoked or withdrawn as of the "scheduled expiration date" as set forth in the bidder's offer to purchaser or other disclosure pursuant to Item 1004(a)(1)(iii) of Regulation M-A of the rules and regulations promulgated by the SEC, or any extension of such scheduled expiration or the expiration of any "subsequent offering period" as set forth in Rule 14d-11 of the rules and regulations promulgated under the Exchange Act, as to advise Company shareholders of such Board's position on such offer, or (ix) in response to any Third Party Tender Offer which, if successful, would result in such person or group owning or having the case may beright to acquire more than 50% of the Total Current Voting Power. (b) Notwithstanding the foregoing paragraph, of shares of Voting Stock representing at least fifty-one percent (51%) unless the Purchaser Beneficially Owns less than 5% of the Total Current Voting Power or until the Purchaser owns at least 90% of the Company by persons other than the PurchaserTotal Current Voting Power, any Purchaser Controlled Entitysale, its Affiliates and any 13D Group transfer or other disposition that constitutes an Event Requiring Disinterested Board Approval under subclause (iv) or (v) of which Purchaser or any of its Affiliates the definition thereof shall be prohibited, unless Disinterested Board Approval is party. (vi) first obtained in connection with such proposed transfer. In addition, except in the case of a bona fide offer or proposal that, if consummated, would result in a Change in Control of the Company that has received Board Approval(in which event the following restrictions would terminate), unless the Purchaser Beneficially Owns less than 5% of the Total Current Voting Power or until the Purchaser owns at least 90% of the Total Current Voting Power, the Purchaser agrees (i) not to transfer any Shares acquired upon exercise of any Warrants for a one year period after the date of the acquisition of such Shares, except to a Purchaser Controlled Corporation or upon the occurrence of a Third Party Tender Offer as described in paragraph (a) (vii), (viii) or (ix) above and (ii) not to transfer any Warrants except to a Purchaser Controlled Corporation. (c) No Transferee of the Shares or Non-Voting Convertible Securities sold, transferred or otherwise disposed of by the Purchaser as permitted by this Section 2.2 shall be bound (other than a Purchaser Controlled Corporation after a transfer of shares in accordance with the provisions of (a)(ii) of this Section) by the terms of this Agreement, nor shall such transferee be entitled, in any manner whatsoever, to any rights afforded Purchaser under this Agreement (other than a Purchaser Controlled Corporation after a transfer of Shares in accordance with the provisions of (a)(ii) of this Section.) (d) Any attempted sale, transfer or other disposition by Purchaser or a Purchaser Controlled Corporation which is not in compliance with this Section 2.2 shall be null and void.

The Purchaser's Transfer Restrictions. (a) Purchaser shall not (and shall cause any Purchaser Controlled Entity not to), until Until the Transfer Restriction Termination Date, Transfer Purchaser shall not, directly or indirectly, sell, transfer, pledge, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, transfer the economic risk of ownership of, or otherwise dispose of (each, a "Transfer"), any Shares except: (i) to the Company; (ii) to a Purchaser Controlled Entity so long as such Purchaser Controlled Entity agrees, by executing a counterpart to this Agreement, to (A) hold such Shares subject to all of the provisions of this Agreement as if it were the Purchaser, and (B) promptly transfer such Shares to Purchaser or another Purchaser Controlled Entity if, prior to the six year anniversary of the Closing Transfer Restriction Termination Date, it ceases to be a Purchaser Controlled Entity; (iii) in response to a bona fide public tender offer or exchange offer subject to Regulation 14D or Rule 13e-3 of the rules and regulations promulgated under the Exchange Act for cash or other consideration that which is made by or on behalf of the Company; (iv) in response to a Third Party Tender Offer with respect to which the Board of Directors of the Company shall have recommended to the stockholders of the Company that they accept such offer pursuant to Rule 14d-9 of the rules and regulations promulgated under the Exchange Act and shall have not withdrawn such recommendation prior to such transferAct; (v) in response to an Opposed Tender Offer, providedPROVIDED, howeverHOWEVER, that Purchaser's tender of shares into such Opposed Tender Offer is expressly conditioned upon receipt by the person making such Opposed Tender Offer of valid tenders which are not revoked or withdrawn as of the "scheduled expiration date" (as set forth in the bidder's offer to purchaser or other disclosure pursuant to Item 1004(a)(1)(iii) of Regulation M-A of the rules and regulations promulgated by under the SEC, Exchange Act (or any extension of such scheduled expiration or the expiration of any "subsequent offering period" as set forth in Rule 14d-11 of the rules and regulations promulgated under the Exchange Act, as the case may be, ) of shares of Voting Stock representing at least fifty-one percent (51%) of the Total Current Voting Power of the Company by persons other than the Purchaser, any Purchaser Controlled Entity, its Affiliates and any 13D Group of which Purchaser or any of its Affiliates is party. . (vi) in connection with a Change in Control of the Company that which has received Board Approval. (vii) After July 1, 2001, in a Transfer which (A) when taken together with all prior sales of Shares by Purchaser and its Affiliates does not exceed twenty percent (20%) of the total number of shares initially sold to Purchaser pursuant to the Purchase Agreement (as adjusted for reorganizations, stock splits, stock dividends, and similar events); (B) is made in compliance with Rule 144 of the rules and regulations promulgated under the Securities Act or pursuant to a private placement in which the Company has received an opinion of counsel reasonably acceptable to the Company that an exemption from registration is available; and (C) is made without public disclosure other than as may be required pursuant to Rule 144 of the rules and regulations promulgated under the Securities Act, pursuant to disclosure requirements of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, or under other applicable law, in each case solely to the minimum extent required under such rule, regulation or law. Notwithstanding anything to the contrary contained in this subparagraph, (x) Purchaser shall not, prior to the Transfer Restriction Termination Date, without first obtaining Written Approval, Transfer Shares to any person or 13D Group of which Purchaser has knowledge, after due investigation, will hold (including the Shares to be received in the transfer) more than ten percent (10%) (other than through resales on the open market through unsolicited broker's transactions or through transactions directly with a market maker in which the market maker is not soliciting purchasers of the shares on behalf of the Purchaser, its Affiliates, or any 13G Group of which Purchaser or any Affiliate of Purchaser is a party) of the Current Voting Power of the Company; (y) Purchaser shall not Transfer more than five percent (5%) of the total number of shares initially sold to Purchaser pursuant to the Purchase Agreement (as adjusted for reorganizations, stock splits, stock dividends and similar events) in any single five (5) trading day period, and (z) Purchaser shall not Transfer more than two percent (2%) of the total number of shares initially sold to Purchaser pursuant to the Purchase Agreement (as adjusted for reorganizations, stock splits, stock dividends and similar events) in any single trading day. (b) During the pendency of a Competitor Offer, the restrictions on Transfer set forth in SECTION 2.2(a) hereof shall be suspended. (c) Any attempted sale, transfer or other disposition of Shares by a Purchaser, a Purchaser Controlled Entity or any other person that is a party to this Agreement that is not in compliance with this SECTION 2.2, shall be null and void ab initio.