Transfer of Buyer Stock Sample Clauses
Transfer of Buyer Stock. Buyer and the Stockholders agree that no Stockholder shall transfer the shares of Buyer Stock acquired pursuant to this Agreement except where the transferee is an Affiliate of such transferring Stockholder, Buyer provides its written consent thereto (which consent shall not be unreasonably withheld) and provided such transfer complies with all U.S. federal securities laws and blue sky laws. With respect to a Stockholder, all shares of Buyer Stock held by such Stockholder and such Stockholder's Affiliates shall be aggregated together for the purpose of determining the availability of any right under this Agreement. ARTICLE 9
Transfer of Buyer Stock. (a) The Stockholders severally agree, but not jointly, that they will not effect any disposition of the Buyer Stock that would constitute a sale within the meaning of the Securities Act or any applicable state securities laws, except as contemplated in the Registration Statement or as otherwise permitted by law, and each Stockholder shall promptly notify the Buyer of any changes in the information set forth in the Registration Statement regarding such Stockholder or his or her plan of distribution of the Buyer Stock.
(b) The restrictions imposed by this Section 10.7 upon the transferability of the Buyer Stock shall cease and terminate as to any particular number of shares of Buyer Stock upon the earlier of (i) the passage of two (2) years from the effective date of the Registration Statement covering such Buyer Stock (unless, with respect to any particular Stockholder, such Stockholder is then, or was during the preceding three months, an affiliate (as defined in Rule 144 promulgated under the Securities Act) of Buyer and (ii) such time as an opinion of counsel satisfactory in form and substance to Buyer shall have been rendered to the effect that such conditions are not necessary in order to comply with the Securities Act.