Common use of Transfer Restriction Clause in Contracts

Transfer Restriction. (a) The Principal Stockholder hereby covenants and agrees that he shall not sell, give, assign, hypothecate, pledge, encumber, grant a security interest in or otherwise dispose of, whether by operation of law or by agreement or otherwise (each a "Transfer"), from the date hereof until the termination of the Merger Agreement, any Shares or Options, or any right, title or interest therein or thereto. (b) Notwithstanding the foregoing, the Principal Stockholder may Transfer any Shares or Options, or any right, title or interest therein or thereto, to any trust which is established, and which remains, solely for the benefit of the Principal Stockholder or his spouse, siblings, children or grandchildren (a "Trust"), provided, that, prior to such Transfer, the Trust shall execute and deliver an agreement by which it shall become a party to and be bound by the applicable terms and provisions of this Agreement, in form and substance reasonably satisfactory to Parent. (c) Notwithstanding the foregoing, if Parent permits any stockholder that is a party to an agreement containing restrictions on transfer of the type contained herein (the "Transferring Stockholder") to Transfer any Shares, Options or warrants to purchase Company Common Stock (the "Warrants") after the date hereof and prior to the termination of the Merger Agreement, which Transfer would otherwise be prohibited by such agreement, then Parent shall permit the Principal Stockholder, upon his request, to Transfer a number of Shares or Options equal to the product of (i) the number of Shares, Options or Warrants Transferred by the Transferring Stockholder divided by the number of Shares, Options or Warrants owned by the Transferring Stockholder as of the date of such Transfer, and (ii) the number of Shares or Options owned by the Principal Stockholder as of the date of such Transfer, in each case, treating all Options and Warrants as Shares on an as- converted basis (without giving effect to restrictions or limitations on the exercise of such Options or Warrants).

Transfer Restriction. (a) The Principal Stockholder hereby covenants and agrees that he she shall not sell, give, assign, hypothecate, pledge, encumber, grant a security interest in or otherwise dispose of, whether by operation of law or by agreement or otherwise (each a "Transfer"), from the date hereof until the termination of the Merger Agreement, any Shares or Options, or any right, title or interest therein or thereto. (b) Notwithstanding the foregoing, the Principal Stockholder may Transfer any Shares or Options, or any right, title or interest therein or thereto, to any trust which is established, and which remains, solely for the benefit of the Principal Stockholder or his her spouse, siblings, children or grandchildren (a "Trust"), provided, that, prior to such Transfer, the Trust shall execute and deliver an agreement by which it shall become a party to and be bound by the applicable terms and provisions of this Agreement, in form and substance reasonably satisfactory to Parent. (c) Notwithstanding the foregoing, if Parent permits any stockholder that is a party to an agreement containing restrictions on transfer of the type contained herein (the "Transferring Stockholder") to Transfer any Shares, Options or warrants to purchase Company Common Stock (the "Warrants") after the date hereof and prior to the termination of the Merger Agreement, which Transfer would otherwise be prohibited by such agreement, then Parent shall permit the Principal Stockholder, upon his her request, to Transfer a number of Shares or Options equal to the product of (i) the number of Shares, Options or Warrants Transferred by the Transferring Stockholder divided by the number of Shares, Options or Warrants owned by the Transferring Stockholder as of the date of such Transfer, and (ii) the number of Shares or Options owned by the Principal Stockholder as of the date of such Transfer, in each case, treating all Options and Warrants as Shares on an as- converted basis (without giving effect to restrictions or limitations on the exercise of such Options or Warrants).

Transfer Restriction. (a) The Principal Stockholder hereby covenants and agrees that he it shall not sell, give, assign, hypothecate, pledge, encumber, grant a security interest in or otherwise dispose of, whether by operation of law or by agreement or otherwise (each a "Transfer"), from the date hereof until the earlier of (i) termination of this Agreement or (ii) termination of the Merger Agreement, any Shares or OptionsWarrants, or any right, title or interest therein or thereto; provided, however, that, notwithstanding the foregoing, the Principal Stockholder may engage in ordinary course hedging transactions and may sell Shares in open market transactions that comply with Rule 144(f) under the Securities Act of 1933 (without regard to any other requirements of Rule 144). (b) Notwithstanding the foregoing, the Principal Stockholder may Transfer any Shares Shares, Options or OptionsWarrants, or any right, title or interest therein or thereto, to any trust which is established, and which remains, solely for the benefit of the Principal Stockholder its subsidiaries or his spouse, siblings, children or grandchildren (a "Trust"), provided, controlled affiliates; provided that, prior to such Transfer, the Trust any transferee thereof shall execute and deliver an agreement by which it shall become a party to and be bound by the applicable terms and provisions of this Agreement, in form and substance reasonably satisfactory to Parent. (c) Notwithstanding the foregoing, if Parent permits any stockholder that is a party to an agreement containing restrictions on transfer of the type contained herein (the "Transferring Stockholder") to Transfer any Shares, Options Warrants or warrants options to purchase Company Common Stock (the "WarrantsOptions") after the date hereof and prior to the termination of the Merger Agreement, which Transfer would otherwise be prohibited by such agreement, then Parent shall permit the Principal Stockholder, upon his its request, to Transfer a number of Shares or Options Warrants equal to the product of (i) the number of Shares, Warrants or Options or Warrants Transferred by the Transferring Stockholder divided by the number of Shares, Warrants or Options or Warrants owned by the Transferring Stockholder as of the date of such Transfer, and (ii) the number of Shares or Options Warrants owned by the Principal Stockholder as of the date of such Transfer, in each case, treating all Options and Warrants as Shares on an as- converted basis (without giving effect to any restrictions or limitations on the exercise of such Options Option or WarrantsWarrant).

Transfer Restriction. (a) The Principal Stockholder hereby covenants and agrees that he shall not sell, give, assign, hypothecate, pledge, encumber, grant a security interest in or otherwise dispose of, whether by operation of law or by agreement or otherwise (each a "TransferTRANSFER"), from the date hereof until the termination of the Merger Agreement, any Shares or Options, or any right, title or interest therein or thereto. (b) Notwithstanding the foregoing, the Principal Stockholder may Transfer any Shares or Options, or any right, title or interest therein or thereto, to any trust which is established, and which remains, solely for the benefit of the Principal Stockholder or his spouse, siblings, children or grandchildren (a "TrustTRUST"), provided, that, prior to such Transfer, the Trust shall execute and deliver an agreement by which it shall become a party to and be bound by the applicable terms and provisions of this Agreement, in form and substance reasonably satisfactory to Parent. (c) Notwithstanding the foregoing, if Parent permits any stockholder that is a party to an agreement containing restrictions on transfer of the type contained herein (the "Transferring StockholderTRANSFERRING STOCKHOLDER") to Transfer any Shares, Options or warrants to purchase Company Common Stock (the "WarrantsWARRANTS") after the date hereof and prior to the termination of the Merger Agreement, which Transfer would otherwise be prohibited by such agreement, then Parent shall permit the Principal Stockholder, upon his request, to Transfer a number of Shares or Options equal to the product of (i) the number of Shares, Options or Warrants Transferred by the Transferring Stockholder divided by the number of Shares, Options or Warrants owned by the Transferring Stockholder as of the date of such Transfer, and (ii) the number of Shares or Options owned by the Principal Stockholder as of the date of such Transfer, in each case, treating all Options and Warrants as Shares on an as- as-converted basis (without giving effect to restrictions or limitations on the exercise of such Options or Warrants).

Transfer Restriction. (a) The Principal Stockholder hereby covenants and agrees that he it shall not sell, give, assign, hypothecate, pledge, encumber, grant a security interest in or otherwise dispose of, whether by operation of law or by agreement or otherwise (each a "Transfer"), from the date hereof until the earlier of (i) termination of this Agreement or (ii) termination of the Merger Agreement, any Shares or OptionsWarrants, or any right, title or interest therein or thereto; provided, however, that, notwithstanding the foregoing, the Principal Stockholder may engage in ordinary course hedging transactions and may sell Shares in transactions that comply with Rule 144(f) under the Securities Act of 1933 (without regard to any other requirements of Rule 144). (b) Notwithstanding the foregoing, the Principal Stockholder may Transfer any Shares Shares, Options or OptionsWarrants, or any right, title or interest therein or thereto, to any trust which is established, and which remains, solely for the benefit of the Principal Stockholder its subsidiaries or his spouse, siblings, children or grandchildren (a "Trust"), provided, controlled affiliates; provided that, prior to such Transfer, the Trust any transferee thereof shall execute and deliver an agreement by which it shall become a party to and be bound by the applicable terms and provisions of this Agreement, in form and substance reasonably satisfactory to Parent. (c) Notwithstanding the foregoing, if Parent permits any stockholder that is a party to an agreement containing restrictions on transfer of the type contained herein (the "Transferring Stockholder") to Transfer any Shares, Options Warrants or warrants options to purchase Company Common Stock (the "WarrantsOptions") after the date hereof and prior to the termination of the Merger Agreement, which Transfer would otherwise be prohibited by such agreement, then Parent shall permit the Principal Stockholder, upon his its request, to Transfer a number of Shares or Options Warrants equal to the product of (i) the number of Shares, Warrants or Options or Warrants Transferred by the Transferring Stockholder divided by the number of Shares, Warrants or Options or Warrants owned by the Transferring Stockholder as of the date of such Transfer, and (ii) the number of Shares or Options Warrants owned by the Principal Stockholder as of the date of such Transfer, in each case, treating all Options and Warrants as Shares on an as- converted basis (without giving effect to any restrictions or limitations on the exercise of such Options Option or WarrantsWarrant).

Transfer Restriction. (a) The Principal Stockholder hereby covenants and agrees that he it shall not sell, give, assign, hypothecate, pledge, encumber, grant a security interest in or otherwise dispose of, whether by operation of law or by agreement or otherwise (each a "TransferTRANSFER"), from the date hereof until the earlier of (i) termination of this Agreement or (ii) termination of the Merger Agreement, any Shares or OptionsWarrants, or any right, title or interest therein or thereto; PROVIDED, HOWEVER, that, notwithstanding the foregoing, the Principal Stockholder may engage in ordinary course hedging transactions and may sell Shares in open market transactions that comply with Rule 144(f) under the Securities Act of 1933 (without regard to any other requirements of Rule 144). (b) Notwithstanding the foregoing, the Principal Stockholder may Transfer any Shares Shares, Options or OptionsWarrants, or any right, title or interest therein or thereto, to any trust which is established, and which remains, solely for the benefit of the Principal Stockholder its subsidiaries or his spouse, siblings, children or grandchildren (a "Trust"), provided, controlled affiliates; PROVIDED that, prior to such Transfer, the Trust any transferee thereof shall execute and deliver an agreement by which it shall become a party to and be bound by the applicable terms and provisions of this Agreement, in form and substance reasonably satisfactory to Parent. (c) Notwithstanding the foregoing, if Parent permits any stockholder that is a party to an agreement containing restrictions on transfer of the type contained herein (the "Transferring StockholderTRANSFERRING STOCKHOLDER") to Transfer any Shares, Options Warrants or warrants options to purchase Company Common Stock (the "WarrantsOPTIONS") after the date hereof and prior to the termination of the Merger Agreement, which Transfer would otherwise be prohibited by such agreement, then Parent shall permit the Principal Stockholder, upon his its request, to Transfer a number of Shares or Options Warrants equal to the product of (i) the number of Shares, Warrants or Options or Warrants Transferred by the Transferring Stockholder divided by the number of Shares, Warrants or Options or Warrants owned by the Transferring Stockholder as of the date of such Transfer, and (ii) the number of Shares or Options Warrants owned by the Principal Stockholder as of the date of such Transfer, in each case, treating all Options and Warrants as Shares on an as- as-converted basis (without giving effect to any restrictions or limitations on the exercise of such Options Option or WarrantsWarrant).

Transfer Restriction. (a) The Principal Stockholder hereby covenants and agrees that he it shall not sell, give, assign, hypothecate, pledge, encumber, grant a security interest in or otherwise dispose of, whether by operation of law or by agreement or otherwise (each a "Transfer"), from the date hereof until the termination of the Merger Agreement, any Shares or OptionsWarrants, or any right, title or interest therein or thereto; provided, however, that, notwithstanding the foregoing, the Principal Stockholder may engage in ordinary course hedging transactions. (b) Notwithstanding the foregoing, the Principal Stockholder may Transfer any Shares or OptionsWarrants, or any right, title or interest therein or thereto, to any trust which is established, and which remains, solely for the benefit of the Principal Stockholder its subsidiaries or his spouse, siblings, children or grandchildren (a "Trust"), provided, controlled affiliates; provided that, prior to such Transfer, the Trust any transferee thereof shall execute and deliver an agreement by which it shall become a party to and be bound by the applicable terms and provisions of this Agreement, in form and substance reasonably satisfactory to Parent. (c) Notwithstanding the foregoing, if Parent permits any stockholder that is Xxxxx Xxxxxxxx, Xxxxxxxx Xxxxxxxxx, Xxx Xxxxxxxx, Castle Creek Partners, L.L.C., Xxxxxxxx Capital Management, Inc., or Winfield Capital Corp. (each, a party to an agreement containing restrictions on transfer of the type contained herein (the "Transferring Stockholder") to Transfer any Shares, Options Warrants or warrants options to purchase Company Common Stock (the "WarrantsOptions") after the date hereof and prior to the termination of the Merger Agreement, which Transfer would otherwise be prohibited by an agreement between such agreementTransferring Stockholder and Parent containing transfer restrictions similar to the restrictions contained herein, then Parent shall permit the Principal Stockholder, upon his request, its request to Transfer a number of Shares or Options Warrants equal to the product of (i) the number of Shares, Warrants or Options or Warrants Transferred by the Transferring Stockholder divided by the number of Shares, Warrants or Options or Warrants owned by the Transferring Stockholder as of the date of such Transfer, and (ii) the number of Shares or Options Warrants owned by the Principal Stockholder as of the date of such Transfer, in each case, treating all Options and Warrants as Shares on an as- converted basis (without giving effect to restrictions or limitations on the exercise of such Options or Warrants).