Common use of Transfer Restricted Clause in Contracts

Transfer Restricted. 3.1.1 No Common Stock, or any interest therein, shall be sold, assigned, transferred, pledged or otherwise encumbered or disposed of, directly or indirectly, except in accordance with the provisions of this Agreement or as required by applicable law. The Company shall not transfer upon its books and records any shares of Common Stock purported to be transferred to any Person in violation of this Agreement. 3.1.2 In addition to each other restriction on transfer contained in this Agreement, except for Rule 144 Sales, a sale of shares in a public offering and a transfer to the Company, no Stockholder shall sell, assign, transfer, pledge or otherwise encumber or dispose of any shares of Common Stock or any interest therein to any Person (regardless of the manner in which such Stockholder initially acquired such Common Stock), unless (a) the certificates representing the shares issued to the transferee bear appropriate legends reflecting the restrictions on transfer contained in this Agreement substantially to the following effect: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF A STOCKHOLDERS AGREEMENT DATED AS OF JANUARY 30, 1998 (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY) AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT." and (b) the transferee shall have executed and delivered to the Company, as a condition to its acquisition of the Common Stock, an appropriate document confirming that such transferee takes such shares subject to all the terms and conditions of this Agreement. 3.1.3 In addition to each other restriction on transfer contained in this Agreement, no Stockholder shall sell, assign, transfer, pledge or otherwise encumber or dispose of any shares of Common Stock, or any interest therein, to any Person unless such sale, assignment, transfer, pledge or other encumbrance or disposition is pursuant to an effective registration statement under the Securities Act and under applicable state securities laws or an exemption from such registration is available. 8 3.1.4 The restrictions on transfer contained in this Agreement are in addition to, and not in limitation of, each other restriction on transfer contained in the Merger Agreement.

Transfer Restricted. 3.1.1 2.1.1 No Common StockCompany Securities, or any interest therein, shall be sold, assigned, transferred, pledged pledged, hypothecated or otherwise encumbered or disposed of, directly or indirectly, except in accordance with or as otherwise specifically permitted by the provisions of this Agreement or as required by applicable law. The Company shall not transfer upon its books and records any shares of Common Stock Company Securities purported to be transferred to any Person in violation of this Agreement. 3.1.2 2.1.2 In addition to each other restriction on transfer contained in this Agreement, except for Rule 144 Sales, a sale of shares in a public offering and offering, a transfer to the CompanyCompany and a sale pursuant to Section 2.3 or 2.4, no Stockholder Securityholder shall sell, assign, transfer, pledge pledge, hypothecate or otherwise encumber or dispose of any shares of Common Stock Company Securities, or any interest therein therein, to any Person (regardless of the manner in which such Stockholder Securityholder initially acquired such Common StockCompany Securities), unless unless (a) the certificates representing the shares securities issued to the transferee Permitted Transferee bear appropriate legends reflecting the restrictions on transfer contained in this Agreement a legend substantially to the following effect: "THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN ARE SUBJECT TO THE PROVISIONS OF A STOCKHOLDERS SECURITYHOLDERS AGREEMENT DATED AS OF JANUARY 30DECEMBER 11, 1998 2002 (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY) AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE ENCUMBERED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS SECURITYHOLDERS AGREEMENT." and (b) the transferee Permitted Transferee shall have executed and delivered to the CompanyCompany and each other Securityholder, as a condition to its acquisition of the Common StockCompany Securities, an appropriate document confirming that such transferee takes such shares subject to all a Joinder Agreement, in the terms and conditions form of this AgreementExhibit A hereto. 3.1.3 2.1.3 In addition to each other restriction on transfer contained in this Agreement, no Stockholder Securityholder shall sell, assign, transfer, pledge pledge, hypothecate or otherwise encumber or dispose of any shares of Common StockCompany Securities, or any interest therein, to any Person unless such sale, assignment, transfer, pledge pledge, hypothecation or other encumbrance or disposition is pursuant to an effective registration statement under the Securities Act and under applicable state securities laws or an exemption from such registration is available. 8. 3.1.4 The restrictions on transfer contained in this Agreement are 2.1.4 Subject to Sections 2.3 and 2.4, in addition to, and not in limitation of, to each other restriction on transfer contained in this Agreement, no Minority Securityholder may assign, transfer or sell any Company Securities, or any interest therein, to any Person that is engaged, directly or indirectly, anywhere in the Merger Agreementworld, in any business conducted as of the date hereof by the Company ("Competitive Business"), and any such attempted assignment, transfer or sale in violation of this provision shall be null and void and shall not be recorded on the books of the Company; provided, however, that it shall not be a violation of this Section 2.1.4 for a Minority Securityholder to assign, transfer or sell any Company Securities, or any interest therein, in a registered public offering or a Rule 144 Sale or to a Person who (i) owns any debt securities or other debt obligations (other than convertible debt subject to clause (iii)) of any Person engaged in a Competitive Business and does not have any other interest prohibited hereunder, (ii) owns an interest in any Person that is not "engaged primarily in a Competitive Business" (as defined below) or (iii) owns securities representing less than five percent (5%) of the outstanding capital stock of any Person, the securities of which are publicly traded or listed on any securities exchange or automated quotation system. For purposes of this Section 2.1.4, "engaged primarily in a Competitive Business" shall mean that at least 30% of the consolidated net revenue derived during the last complete fiscal year of the Person is derived from a Competitive Business.

Transfer Restricted. 3.1.1 No Common StockSECTION 7.01. This Warrant and the Warrant Shares may not be sold or otherwise disposed of except as follows: a. to a person, who, in the opinion of counsel satisfactory to the Company, is a person to whom this Warrant, or any interest thereinWarrant Shares, shall may legally be soldtransferred without registration and without the delivery of a current prospectus under the Act with respect thereto and then only, assignedif in the opinion of counsel to the Company then required under the Act, transferred, pledged or otherwise encumbered or disposed of, directly or indirectly, except in accordance against receipt of an agreement of such person to comply with the provisions of this Agreement or as required by applicable law. The Company shall not transfer upon its books and records any shares of Common Stock purported to be transferred Warrant with respect to any Person resale or other disposition of such securities; or b. to any person upon delivery of a prospectus then meeting the requirements of the Act relating to such securities (as to which a registration statement under the Act shall then be in violation of this Agreementeffect) and the offering thereof for such sale or disposition. 3.1.2 In addition to each other restriction on transfer contained in this AgreementSECTION 7.02. 1. THIS WARRANT, except for Rule 144 Sales, a sale of shares in a public offering and a transfer to the Company, no Stockholder shall sell, assign, transfer, pledge or otherwise encumber or dispose of any shares of Common Stock or any interest therein to any Person (regardless of the manner in which such Stockholder initially acquired such Common Stock), unless (a) the certificates representing the shares issued to the transferee bear appropriate legends reflecting the restrictions on transfer contained in this Agreement substantially to the following effect: "AND THE SHARES REPRESENTED BY THAT MAY BE ACQUIRED UPON THE EXERCISE OF THIS CERTIFICATE ARE SUBJECT TO WARRANT HAVE NOT BEEN REGISTERED UNDER THE PROVISIONS ACT. NEITHER THIS WARRANT NOR ANY OF A STOCKHOLDERS AGREEMENT DATED AS OF JANUARY 30, 1998 (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY) AND SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE ACT. TRANSFERABILITY OF THIS WARRANT AND THE SHARES THAT MAY BE ACQUIRED UPON THE EXERCISE OF THIS WARRANT IS FURTHER LIMITED BY THE PROVISIONS OF THIS ARTICLE VII. NEITHER THIS WARRANT NOR ANY OF SUCH STOCKHOLDERS AGREEMENTSHARES MAY BE TRANSFERRED EXCEPT UPON THE CONDITIONS SPECIFIED IN THIS WARRANT, AND NO TRANSFER OF THIS WARRANT OR ANY SUCH SHARES SHALL BE VALID OR EFFECTIVE UNLESS AND UNTIL SUCH CONDITIONS SHALL HAVE BEEN COMPLIED WITH." and (b) the transferee shall have executed and delivered to the Company, as a condition to its acquisition of the Common Stock, an appropriate document confirming that such transferee takes such shares subject to all the terms and conditions of this Agreement. 3.1.3 In addition to each other restriction on transfer contained in this Agreement, no Stockholder shall sell, assign, transfer, pledge or otherwise encumber or dispose of any shares of Common Stock, or any interest therein, to any Person unless such sale, assignment, transfer, pledge or other encumbrance or disposition is pursuant to an effective registration statement under the Securities Act and under applicable state securities laws or an exemption from such registration is available. 8 3.1.4 The restrictions on transfer contained in this Agreement are in addition to, and not in limitation of, each other restriction on transfer contained in the Merger Agreement.

Transfer Restricted. 3.1.1 No Common StockShares or Preferred Shares, or any interest therein, shall be sold, assigned, transferred, pledged or otherwise encumbered or disposed of, directly or indirectly, except in accordance with or as otherwise specifically permitted by the provisions of this Agreement or as required by applicable lawAgreement. The Company shall not transfer upon its books and records any shares of Common Stock Shares or Preferred Shares purported to be transferred to any Person in violation of this Agreement. 3.1.2 In addition to each other restriction on transfer contained in this Agreement, except for Rule 144 Sales, a sale of shares in a public offering pursuant to the Registration Rights Agreement and a transfer to the Company, no Stockholder shall sell, assign, transfer, pledge pledge, or otherwise encumber or dispose of any shares of Common Stock Shares or Preferred Shares or any interest therein to any Person (regardless of the manner in which such Stockholder initially acquired such Common StockShares or Preferred Shares), unless (a) the certificates representing the shares issued to the transferee bear appropriate legends reflecting the restrictions on transfer contained in this Agreement substantially to the following effect: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF A STOCKHOLDERS SHAREHOLDERS AGREEMENT DATED AS OF JANUARY 3015, 1998 1997 (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY) AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS SHAREHOLDERS AGREEMENT." and (b) the transferee shall have executed and delivered to the Company, as a condition to its acquisition of the Common StockShares or Preferred Shares, as the case may be, an appropriate document confirming that such transferee takes such shares subject to all the terms and conditions of this Agreement. 3.1.3 In addition to each other restriction on transfer contained in this Agreement, no Stockholder shall sell, assign, transfer, pledge or otherwise encumber or dispose of any shares of Common StockShares or Preferred Shares, or any interest therein, to any Person unless such sale, assignment, transfer, pledge or other encumbrance or disposition is pursuant to an effective registration statement under the Securities Act and under applicable state securities laws or an exemption from such registration is available. 8. 3.1.4 The restrictions on transfer contained in this Agreement are in addition to, and not in limitation of, each other restriction on transfer contained in any other agreement between the Merger AgreementCompany and any Stockholder.