Common use of Transfer of Subject Shares Clause in Contracts

Transfer of Subject Shares. Except as may otherwise be agreed upon by Novuspharma in writing and as contemplated by the terms of this Agreement, from the date hereof through and including the date of the CTI Stockholder Approval, the CTI Stockholder shall not, directly or indirectly, (a) transfer (which term shall include, without limitation, any sale, gift, pledge, encumbrance or other disposition), or consent to any transfer of, any or all of the Subject Shares or any interest therein or any voting power in relation thereto, (b) deposit the Subject Shares or any interest therein into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Shares or grant any proxy, power of attorney or other authorization in or with respect thereto, or (c) enter into any contract, option or other agreement or understanding with respect to any such transfer of any or all of the Subject Shares or any interest therein or any voting power in relation thereto. Notwithstanding the foregoing or anything in the contrary set forth in this Agreement, (x) the CTI Stockholder may Transfer all or any of the Subject Shares pursuant to, and in accordance with, the terms of the CTI Stockholder's 10b-5 plan or arrangement with CTI, if any, as in effect as of the date hereof, and (y) the CTI Stockholder may sell Subject Shares (i) for cash to the extent necessary to pay taxes incurred as a direct result of the exercise of options to purchase CTI Common Stock after the date hereof, and (ii) to any person who, prior to such sale, (A) executes a counterpart of this Agreement and an irrevocable Proxy (as defined below) (with such modifications as Novuspharma may reasonably request solely to reflect such transfer) and (B) agrees in writing to hold such shares subject to all of the terms and provisions of this Agreement.

Transfer of Subject Shares. Except as may otherwise be agreed upon by Novuspharma in writing and as contemplated by the terms of this Agreement, from the date hereof through and including the date of the CTI Stockholder Approval, the CTI Stockholder shall not, directly or indirectly, (a) transfer (which term shall include, without limitation, any sale, gift, pledge, encumbrance or other disposition), or consent to any transfer of, any or all of the Subject Shares or any interest therein or any voting power in relation thereto, (b) deposit the Subject Shares or any interest therein into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Shares or grant any proxy, power of attorney or other authorization in or with respect thereto, or (c) enter into any contract, option or other agreement or understanding with respect to any such transfer of any or all of the Subject Shares or any interest therein or any voting power in relation thereto. Notwithstanding the foregoing or anything in the contrary set forth in this Agreement, (x) the CTI Stockholder may Transfer all or any of the Subject Shares pursuant to, and in accordance with, the terms of the CTI Stockholder's ’s 10b-5 plan or arrangement with CTI, if any, as in effect as of the date hereof, and (y) the CTI Stockholder may sell Subject Shares (i) for cash to the extent necessary to pay taxes incurred as a direct result of the exercise of options to purchase CTI Common Stock after the date hereof, and (ii) to any person who, prior to such sale, (A) executes a counterpart of this Agreement and an irrevocable Proxy (as defined below) (with such modifications as Novuspharma may reasonably request solely to reflect such transfer) and (B) agrees in writing to hold such shares subject to all of the terms and provisions of this Agreement.

Transfer of Subject Shares. Except as may otherwise be agreed upon by Novuspharma CTI in writing and as contemplated by the terms of this Agreement, from the date hereof through and including the date of the CTI Stockholder Novuspharma Shareholder Approval, the CTI Stockholder Novuspharma Shareholder shall not, directly or indirectly, (a) transfer (which term shall include, without limitation, any sale, gift, pledge, encumbrance or other disposition), or consent to any transfer of, any or all of the Subject Shares or any interest therein or any voting power in relation thereto, (b) deposit the Subject Shares or any interest therein into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Shares or grant any proxy, power of attorney or other authorization in or with respect thereto, or (c) enter into any contract, option or other agreement or understanding with respect to any such transfer of any or all of the Subject Shares or any interest therein or any voting power in relation thereto. Notwithstanding the foregoing or anything in the contrary set forth in this Agreement, (x) Agreement the CTI Stockholder may Transfer all or any of the Subject Shares pursuant to, and in accordance with, the terms of the CTI Stockholder's 10b-5 plan or arrangement with CTI, if any, as in effect as of the date hereof, and (y) the CTI Stockholder Novuspharma Shareholder may sell Subject Shares (i) for cash to the extent necessary to pay taxes incurred as a direct result of the exercise of options to purchase CTI Common Stock Novuspharma Ordinary Shares after the date hereof, and (ii) to any person who, prior to such sale, (A) executes a counterpart of this Agreement and an irrevocable Proxy (as defined below) (with such modifications as Novuspharma CTI may reasonably request solely to reflect such transfer) and (B) agrees in writing to hold such shares subject to all of the terms and provisions of this Agreement.

Transfer of Subject Shares. Except as otherwise prohibited by this Section 2.5 below, each Investment Adviser may offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise be agreed upon by Novuspharma in writing any way dispose of, or enter into any contract, option or other agreement (oral or written) with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or any other disposition of, any or all of such Investment Adviser's Subject Shares, or any interest therein. Notwithstanding the foregoing, each of Rutabaga, Wasatch SCV and as contemplated by the terms of this Agreement, from the date hereof through and including the date of the CTI Stockholder Approval, the CTI Stockholder Wasatch Separate Accounts agrees that it shall not, directly or indirectly, without the prior written consent of Purchaser, which may be withheld in its sole discretion: (a) transfer (which term shall includegrant any proxies or powers of attorney, without limitation, deposit any sale, gift, pledge, encumbrance or other disposition), or consent to any transfer of, any or all of the Subject Shares or any interest therein or any voting power in relation thereto, (b) deposit the Subject Shares or any interest therein into a voting trust or enter into a voting agreement or arrangement with respect to any of the Subject Shares unless it shall retain a number of shares equal to the lesser of (i) the number of shares held by it or grant (ii) the Rutabaga Threshold, Wasatch SCV Threshold or the Wasatch Separate Accounts Threshold, respectively, outside the purview of any such proxy, power power, voting trust or voting agreements; (b) take any action that would reasonably be expected to have the effect of attorney preventing or other authorization disabling such Investment Adviser from performing its obligations under this Agreement or making any representation or warranty of such contained in this Agreement untrue or with respect theretoincorrect; provided, however, that nothing herein shall restrict either of the Investment Adviser's ability to (i) offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise in any way dispose of, or (c) enter into any contract, option or other agreement (oral or understanding written) with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or any such transfer of other disposition of, any or all of the such Investment Adviser's Subject Shares Shares, or any interest therein therein, or (ii) respond to capital calls, transfers or terminations requested by its clients or the exercise of its fiduciary duties pursuant to Section 2.4 above; or (c) enter into any voting power in relation thereto. Notwithstanding the foregoing agreement or anything in the contrary set forth in this Agreement, (x) the CTI Stockholder may Transfer all or arrangement providing for any of the Subject Shares pursuant to, and actions described in accordance with, the terms of the CTI Stockholder's 10b-5 plan clause (a) or arrangement with CTI, if any, as in effect as of the date hereof, and (yb) the CTI Stockholder may sell Subject Shares (i) for cash to the extent necessary to pay taxes incurred as a direct result of the exercise of options to purchase CTI Common Stock after the date hereof, and (ii) to any person who, prior to such sale, (A) executes a counterpart of this Agreement and an irrevocable Proxy (as defined below) (with such modifications as Novuspharma may reasonably request solely to reflect such transfer) and (B) agrees in writing to hold such shares subject to all of the terms and provisions of this Agreementabove.