Transfer Restriction and Covenant in Respect of Consideration Shares Clause Samples

Transfer Restriction and Covenant in Respect of Consideration Shares. 3.1 Except as provided in this Clause 3, the Seller acknowledges that none of the Consideration Shares has been, or is being, registered under Securities Act, and the Consideration Shares may not be sold, offered for sale, assigned or otherwise transferred unless subsequently registered thereunder or pursuant to an exemption from registration specified in an opinion of counsel satisfactory to CME Ltd.; provided that the Seller may transfer the Consideration Shares to an affiliate (as such term is defined under the Securities Act) with the prior written consent of CME Ltd.; provided further that the Seller shall notify CME Ltd. in advance of any pledge of the Consideration Shares pursuant to a bona-fide non-transferable pledge to an unaffiliated third-party . 3.2 All sales, transfers and assignments of CME Common Shares by the Seller or his Affiliates shall be made in accordance with CME Ltd.'s then current ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy and applicable trading windows. The provisions of this Clause 3 shall be binding upon any transferees of the Consideration Shares pursuant to any sale, transfer, assignment or pledge hereunder not previously registered under the Securities Act or sold in accordance with this Clause 3. 3.3 Until such time as the Consideration Shares shall have been registered under the Securities Act or sold in accordance with this Clause 3, the Consideration Shares shall bear a restrictive legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED OR OTHERWISE TRANSFERRED OTHER THAN PURSUANT TO SUCH REGISTRATION OR PURSUANT TO AN EXEMPTION FROM REGISTRATION SPECIFIED IN AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY. FURTHERMORE, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS CONTAINED IN THE SALE AND PURCHASE AGREEMENT BETWEEN THE COMPANY, CME INVESTMENTS B.V. AND ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇ DATED AS OF MAY 24, 2010. ANY TRANSFER OR PLEDGE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE THAT CONTRAVENES SUCH RESTRICTIONS SHALL BE NULL AND VOID. 3.4 The legend set forth in Clause 3.3 shall be removed and CME Ltd. shall issue a certificate without such legend to the holder of any Consideration Share upon which it is stamped if such Consideration Share is registered for sale under an effective registration statement filed under the Securities Act or if such Consideration Shar...