Common use of Transfer Restrictions on Merger Securities Clause in Contracts

Transfer Restrictions on Merger Securities. Shareholder has been advised that the issuance of the shares of Access Beyond Common Stock and Access Beyond Series A Stock in connection with the Merger is expected to be effectuated pursuant to a Registration Statement on Form S-4 under the 1933 Act, and that the provisions of Rule 145 will limit Shareholder's resales of such Merger Securities. Shareholder accordingly agrees not to sell, transfer, exchange, pledge, or otherwise dispose of, or make any offer or agreement relating to, any of the Merger Securities and/or any option, right or other interest with respect to any Merger Securities that Shareholder may acquire, unless: (i) such transaction is permitted pursuant to Rules 145(c) and 145(d) under the 1933 Act; or (ii) legal counsel representing Shareholder, which counsel is reasonably satisfactory to Access Beyond, shall have advised Access Beyond in a written opinion letter reasonably satisfactory to Access Beyond and Access Beyond's legal counsel, and upon which Access Beyond and its legal counsel may rely, that no registration under the 1933 Act would be required in connection with the proposed sale, offer, exchange, pledge or other disposition of Merger Securities by Shareholder, or (iii) a registration statement under the 1933 Act covering the Merger Securities proposed to be sold, transferred, exchanged, pledged or otherwise dispose of, describing the manner and terms of the proposed sale, transfer, exchange, pledge or other disposition, and containing a current prospectus, shall have been filed with the Securities and Exchange Commission ("SEC") and been declared effective by the SEC under the 1933 Act, or (iv) an authorized representative of the SEC shall have rendered written advice to Shareholder (sought by Shareholder or counsel to Shareholder, with a copy thereof and all other related communications delivered to Access Beyond and its legal counsel) to the effect that the SEC would take no action, or that the staff of the SEC would not recommend that the SEC take action, with respect to the proposed disposition of Merger Securities if consummated. Nothing herein imposes upon Access Beyond any obligation to register any Merger Securities under the 1933 Act.

Transfer Restrictions on Merger Securities. Shareholder has been advised that As used herein, the issuance of the ------------------------------------------ term "Merger Securities" means, collectively, all shares of Access Beyond Newco Common Stock and Access Beyond Series A Stock that are or may be issued by Newco in connection with the Merger is expected or the transactions contemplated by the Merger Agreements, or to be effectuated pursuant any former holder of INDUS options, warrants or rights to a Registration Statement on Form S-4 under the 1933 Actacquire shares of INDUS Common Stock, and any securities that the provisions of Rule 145 will limit Shareholder's resales of such Merger Securitiesmay be paid as a dividend or otherwise distributed thereon or with respect thereto or issued or delivered in exchange or substitution therefor or upon conversion thereof. Shareholder accordingly agrees not to sell, transfer, exchange, pledge, or otherwise dispose of, or make any offer or agreement relating to, any of the Merger Securities and/or any option, right or other interest with respect to any Merger Securities that Shareholder may acquire, unless: (i) such transaction sale, transfer, exchange, pledge or disposition is permitted pursuant to Rules 145(c) and 145(dRule 145(d)(3) under the 1933 ActSecurities Act (as contemplated by Section 3 hereof) and Newco's accountants have advised such Shareholder in writing that such sale, transfer, exchange, pledge or disposition would not preclude pooling of interests accounting treatment of the Merger; or (ii) Newco's legal counsel or legal counsel representing Shareholder, which counsel is reasonably satisfactory to Access BeyondNewco, shall have advised Access Beyond Newco in a written opinion letter reasonably satisfactory to Access Beyond Newco and Access BeyondNewco's legal counsel, and upon which Access Beyond Newco and its legal counsel may rely, that no registration under the 1933 Act would be required in connection with the proposed sale, offertransfer, exchange, pledge or other disposition of Merger Securities by Shareholder, ; or (iii) a registration statement under the 1933 Act covering the Merger Securities proposed to be sold, transferred, exchanged, pledged or otherwise dispose disposed of, describing the manner and terms of the proposed sale, transfer, exchange, pledge or other disposition, and containing a current prospectus, shall have been filed with the Securities and Exchange Commission ("SEC") and been declared effective by the SEC under the 1933 Act, ; or (iviii) an authorized representative of the SEC shall have rendered written advice to Shareholder (sought by Shareholder or counsel to Shareholder, with a copy thereof and all other related communications delivered to Access Beyond Newco and its legal counsel) to the effect that the SEC would take no action, or that the staff of the SEC would not recommend that the SEC take action, with respect to the proposed disposition of Merger Securities Securities, if consummated. Nothing herein imposes upon Access Beyond Newco any obligation to register any Merger Securities under the 1933 Act.

Transfer Restrictions on Merger Securities. Shareholder has been advised that As used herein, ------------------------------------------ the issuance of the term "Merger Securities" means, collectively, all shares of Access Beyond Newco Common Stock and Access Beyond Series A Stock that are or may be issued by Newco in connection with the Merger is expected or the transactions contemplated by the Merger Agreements, or to be effectuated pursuant any former holder of TSW options, warrants or rights to a Registration Statement on Form S-4 under the 1933 Actacquire shares of TSW Common Stock, and any securities that the provisions of Rule 145 will limit Shareholder's resales of such Merger Securitiesmay be paid as a dividend or otherwise distributed thereon or with respect thereto or issued or delivered in exchange or substitution therefor or upon conversion thereof. Shareholder accordingly Stockholder agrees not to sell, transfer, exchange, pledge, or otherwise dispose of, or make any offer or agreement relating to, any of the Merger Securities and/or any option, right or other interest with respect to any Merger Securities that Shareholder Stockholder may acquire, unless: (i) such transaction sale, transfer, exchange, pledge or disposition is permitted pursuant to Rules 145(c) and 145(dRule 145(d)(3) under the 1933 ActSecurities Act (as contemplated by Section 3 hereof) and Newco's accountants have advised such Stockholder in writing that such sale, transfer, exchange, pledge or disposition would not preclude pooling of interests accounting treatment of the Merger; or (ii) Newco's legal counsel or legal counsel representing ShareholderStockholder, which counsel is reasonably satisfactory to Access BeyondNewco, shall have advised Access Beyond Newco in a written opinion letter reasonably satisfactory to Access Beyond Newco and Access BeyondNewco's legal counsel, and upon which Access Beyond Newco and its legal counsel may rely, that no registration under the 1933 Act would be required in connection with the proposed sale, offertransfer, exchange, pledge or other disposition of Merger Securities by ShareholderStockholder, or (iii) a registration statement under the 1933 Act covering the Merger Securities proposed to be sold, transferred, exchanged, pledged or otherwise dispose disposed of, describing the manner and terms of the proposed sale, transfer, exchange, pledge or other disposition, and containing a current prospectus, shall have been filed with the Securities and Exchange Commission ("SEC") and been declared effective by the SEC under the 1933 Act, ; or (iviii) an authorized representative of the SEC shall have rendered written advice to Shareholder Stockholder (sought by Shareholder Stockholder or counsel to ShareholderStockholder, with a copy thereof and all other related communications delivered to Access Beyond Newco and its legal counsel) to the effect that the SEC would take no action, or that the staff of the SEC would not recommend that the SEC take action, with respect to the proposed disposition of Merger Securities Securities, if consummated. Nothing herein imposes upon Access Beyond Newco any obligation to register any Merger Securities under the 1933 Act.

Transfer Restrictions on Merger Securities. Shareholder Stockholder has been advised that the issuance of the shares of Access Beyond GCBS Common Stock and Access Beyond Series A Stock in connection with the Merger is expected to be effectuated effected pursuant to a Registration Statement on of Form S-4 under the 1933 Act, and that the provisions of Rule 145 will limit ShareholderStockholder's resales of such Merger Securities. Shareholder Stockholder accordingly agrees not to sell, transfer, exchange, pledge, or otherwise dispose of, or make any offer or agreement relating to, any of the Merger Securities and/or any option, right or other interest with respect to any Merger Securities that Shareholder Stockholder may acquire, unless: (i) such transaction is permitted pursuant to Rules 145(c) and Rule 145(d) under the 1933 Act; or (ii) legal counsel representing ShareholderStockholder, which counsel is reasonably satisfactory to Access BeyondGCBS, shall have advised Access Beyond GCBS in a written opinion letter reasonably satisfactory to Access Beyond GCBS and Access Beyond's GCBS’s legal counsel, and upon which Access Beyond GCBS and its legal counsel may rely, that no registration under the 1933 Act would be required in connection with the proposed sale, offertransfer, exchange, pledge or other disposition of Merger Securities by Shareholder, Stockholder; or (iii) a registration statement under the 1933 Act covering the Merger Securities proposed to be sold, transferred, exchanged, pledged or otherwise dispose disposed of, describing the manner and terms of the proposed sale, transfer, exchange, pledge or other disposition, and containing a current prospectus, shall have been filed with the Securities and Exchange Commission ("SEC") and been declared effective by the SEC under the 1933 Act, ; or (iv) an authorized representative of the SEC shall have rendered written advice to Shareholder Stockholder (sought by Shareholder Stockholder or counsel to ShareholderStockholder, with a copy thereof and all other related communications delivered to Access Beyond GCBS and its legal counsel) to the effect that the SEC would take no action, or that the staff of the SEC would not recommend that the SEC take action, with respect to the proposed disposition of Merger Securities if consummated. Nothing herein imposes upon Access Beyond GCBS any obligation to register any Merger Securities under the 1933 Act.

Transfer Restrictions on Merger Securities. Shareholder has been ------------------------------------------ advised that the issuance of the shares of Access Beyond Clarus Common Stock and Access Beyond Series A Stock in connection with the Merger is expected to be effectuated pursuant to a Registration Statement on Form S-4 under the 1933 Act, and that the provisions of Rule 145 will limit Shareholder's resales of such Merger Securities. Shareholder accordingly agrees not to sell, transfer, exchange, pledge, or otherwise dispose of, or make any offer or agreement relating to, any of the Merger Securities and/or any option, right or other interest with respect to any Merger Securities that Shareholder may acquire, unless: (i) such transaction is permitted pursuant to Rules 145(c) and 145(d) under the 1933 Act; or (ii) legal counsel representing Shareholder, which counsel is reasonably satisfactory to Access BeyondClarus, shall have advised Access Beyond Clarus in a written opinion letter reasonably satisfactory to Access Beyond Clarus and Access BeyondClarus's legal counsel, and upon which Access Beyond Clarus and its legal counsel may rely, that no registration under the 1933 Act would be required in connection with the proposed sale, offer, exchange, pledge or other disposition of Merger Securities by Shareholder, or (iii) a registration statement under the 1933 Act covering the Merger Securities proposed to be sold, transferred, exchanged, pledged or otherwise dispose of, describing the manner and terms of the proposed sale, transfer, exchange, pledge or other disposition, and containing a current prospectus, shall have been filed with the Securities and Exchange Commission ("SEC") and been declared effective by the SEC under the 1933 Act, or (iv) an authorized representative of the SEC shall have rendered written advice to Shareholder (sought by Shareholder or counsel to Shareholder, with a copy thereof and all other related communications delivered to Access Beyond Clarus and its legal counsel) to the effect that the SEC would take no action, or that the staff of the SEC would not recommend that the SEC take action, with respect to the proposed disposition of Merger Securities if consummated. Nothing herein imposes upon Access Beyond Clarus any obligation to register any Merger Securities under the 1933 Act.

Transfer Restrictions on Merger Securities. Shareholder has been advised that As used herein, the issuance of the term "MERGER SECURITIES" means, collectively, all shares of Access Beyond Newco Common Stock and Access Beyond Series A Stock that are or may be issued by Newco in connection with the Merger is expected or the transactions contemplated by the Merger Agreements, or to be effectuated pursuant any former holder of VERITAS options, warrants or rights to a Registration Statement on Form S-4 under the 1933 Actacquire shares of VERITAS Common Stock, and any securities that the provisions of Rule 145 will limit Shareholder's resales of such Merger Securitiesmay be paid as a dividend or otherwise distributed thereon or with respect thereto or issued or delivered in exchange or substitution therefor or upon conversion thereof. Shareholder accordingly agrees not to sell, transfer, exchange, pledge, or otherwise dispose of, or make any offer or agreement relating to, any of the Merger Securities and/or any option, right or other interest with respect to any Merger Securities that Shareholder may acquire, unless: (i) such transaction sale, transfer, exchange, pledge or disposition is permitted pursuant to Rules 145(c) and 145(dRule 145(d)(3) under the 1933 ActSecurities Act (as contemplated by Section 4 hereof) and Newco's accountants have advised such Shareholder in writing that such sale, transfer, exchange, pledge or disposition would not preclude pooling of interests accounting treatment of the Merger; or (ii) Newco's legal counsel or legal counsel representing Shareholder, which counsel is reasonably satisfactory to Access BeyondNewco, shall have advised Access Beyond Newco in a written opinion letter reasonably satisfactory to Access Beyond Newco and Access BeyondNewco's legal counsel, and upon which Access Beyond Newco and its legal counsel may rely, that no registration under the 1933 Act would be required in connection with the proposed sale, offertransfer, exchange, pledge or other disposition of Merger Securities by Shareholder, ; or (iii) a registration statement under the 1933 Act covering the Merger Securities proposed to be sold, transferred, exchanged, pledged or otherwise dispose disposed of, describing the manner and terms of the proposed sale, transfer, exchange, pledge or other disposition, and containing a current prospectus, shall have been filed with the Securities and Exchange Commission ("SEC") and been declared effective by the SEC under the 1933 Act, or (iv) an authorized representative of the SEC shall have rendered written advice to Shareholder (sought by Shareholder or counsel to Shareholder, with a copy thereof and all other related communications delivered to Access Beyond and its legal counsel) to the effect that the SEC would take no action, or that the staff of the SEC would not recommend that the SEC take action, with respect to the proposed disposition of Merger Securities if consummated. Nothing herein imposes upon Access Beyond any obligation to register any Merger Securities under the 1933 Act.and

Transfer Restrictions on Merger Securities. Shareholder has been advised that As used herein, the issuance of the ------------------------------------------ term "Merger Securities" means, collectively, all shares of Access Beyond CCT Common Stock and Access Beyond Series A Stock that are or may be issued by CCT in connection with the Merger is expected or the transactions contemplated by the Merger Agreements, or to be effectuated pursuant any former holder of UniCAD options, warrants or rights to a Registration Statement on Form S-4 under the 1933 Actacquire shares of UniCAD Common Stock, and any securities that the provisions of Rule 145 will limit Shareholder's resales of such Merger Securitiesmay be paid as a dividend or otherwise distributed thereon or with respect thereto or issued or delivered in exchange or substitution therefor or upon conversion thereof. Shareholder accordingly Stockholder agrees not to sell, transfer, exchange, pledge, or otherwise dispose of, or make any offer or agreement relating to, any of the Merger Securities and/or any option, right or other interest with respect to any Merger Securities that Shareholder Stockholder may acquire, unless: (i) such Merger Securities were issued pursuant to the exemption from the registration requirements of the 1933 Act afforded by Section 3(a)(10) under the 1933 Act and such transaction is permitted pursuant to Rules 145(c) and 145(d) under the 1933 Act (as described in Section 4 below) or pursuant to Rule 144 under the 1933 Act; or (ii) legal counsel representing ShareholderStockholder, which counsel is reasonably satisfactory to Access BeyondCCT, shall have advised Access Beyond CCT in a written opinion letter reasonably satisfactory to Access Beyond CCT and Access BeyondCCT's legal counsel, and upon which Access Beyond CCT and its legal counsel may rely, that no registration under the 1933 Act would be required in connection with the proposed sale, offertransfer, exchange, pledge or other disposition of Merger Securities by Shareholder, Stockholder; or (iii) a registration statement under the 1933 Act covering the Merger Securities proposed to be sold, transferred, exchanged, pledged or otherwise dispose disposed of, describing the manner and terms of the proposed sale, transfer, exchange, pledge or other disposition, and containing a current prospectus, shall have been filed with the Securities and Exchange Commission ("SEC") and been declared effective by the SEC under the 1933 Act, ; or (iv) an authorized representative of the SEC shall have rendered written advice to Shareholder Stockholder (sought by Shareholder Stockholder or counsel to ShareholderStockholder, with a copy thereof and all other related communications delivered to Access Beyond CCT and its legal counsel) to the effect that the SEC would take no action, or that the staff of the SEC would not recommend that the SEC take action, with respect to the proposed disposition of Merger Securities if consummated. Nothing herein imposes upon Access Beyond CCT any obligation to register any Merger Securities under the 1933 Act.

Transfer Restrictions on Merger Securities. Shareholder has been advised that As used herein, the issuance of the ------------------------------------------ term "Merger Securities" means, collectively, all shares of Access Beyond Newco Common Stock and Access Beyond Series A Stock that are or may be issued by Newco in connection with the Merger is expected or the transactions contemplated by the Merger Agreements, or to be effectuated pursuant any former holder of TSW options, warrants or rights to a Registration Statement on Form S-4 under the 1933 Actacquire shares of TSW Common Stock, and any securities that the provisions of Rule 145 will limit Shareholder's resales of such Merger Securitiesmay be paid as a dividend or otherwise distributed thereon or with respect thereto or issued or delivered in exchange or substitution therefor or upon conversion thereof. Shareholder accordingly Stockholder agrees not to sell, transfer, exchange, pledge, or otherwise dispose of, or make any offer or agreement relating to, any of the Merger Securities and/or any option, right or other interest with respect to any Merger Securities that Shareholder Stockholder may acquire, unless: (i) such transaction sale, transfer, exchange, pledge or disposition is permitted pursuant to Rules 145(c) and 145(dRule 145(d)(3) under the 1933 ActSecurities Act (as contemplated by Section 3 hereof) and Newco's accountants have advised such Stockholder in writing that such sale, transfer, exchange, pledge or disposition would not preclude pooling of interests accounting treatment of the Merger; or (ii) Newco's legal counsel or legal counsel representing ShareholderStockholder, which counsel is reasonably satisfactory to Access BeyondNewco, shall have advised Access Beyond Newco in a written opinion letter reasonably satisfactory to Access Beyond Newco and Access BeyondNewco's legal counsel, and upon which Access Beyond Newco and its legal counsel may rely, that no registration under the 1933 Act would be required in connection with the proposed sale, offertransfer, exchange, pledge or other disposition of Merger Securities by ShareholderStockholder, or (iii) a registration statement under the 1933 Act covering the Merger Securities proposed to be sold, transferred, exchanged, pledged or otherwise dispose disposed of, describing the manner and terms of the proposed sale, transfer, exchange, pledge or other disposition, and containing a current prospectus, shall have been filed with the Securities and Exchange Commission ("SECSEC ") and been declared effective by the SEC under the 1933 Act, ; or (iviii) an authorized representative of the SEC shall have rendered written advice to Shareholder Stockholder (sought by Shareholder Stockholder or counsel to ShareholderStockholder, with a copy thereof and all other related communications delivered to Access Beyond Newco and its legal counsel) to the effect that the SEC would take no action, or that the staff of the SEC would not recommend that the SEC take action, with respect to the proposed disposition of Merger Securities Securities, if consummated. Nothing herein imposes upon Access Beyond Newco any obligation to register any Merger Securities under the 1933 Act.

Transfer Restrictions on Merger Securities. Shareholder has been advised that As used herein, ------------------------------------------ the issuance of the term "Merger Securities" means collectively, all shares of Access Beyond Micron Common Stock and Access Beyond Series A Stock that are or may be issued by Micron in connection with the Merger is expected or the transactions contemplated by the Merger Agreements, or to be effectuated pursuant any former holder of Rendition options, warrants or rights to a Registration Statement on Form S-4 under the 1933 Actacquire shares of Rendition Common Stock or other Rendition capital stock, and any securities that the provisions of Rule 145 will limit Shareholder's resales of such Merger Securitiesmay be paid as a dividend or otherwise distributed thereon or with respect thereto or issued or delivered in exchange or substitution therefor or upon conversion thereof. Shareholder accordingly agrees not to sell, transfer, exchange, pledge, or otherwise dispose of, or make any offer or agreement relating to, any of the Merger Securities and/or any option, right or other interest with respect to any Merger Securities that Shareholder may acquire, unlessunless the transaction is not prohibited under the terms of this Agreement and: (i) such transaction sale, transfer, exchange, pledge or disposition is permitted pursuant to Rules 145(c) and Rule 145(d) under the 1933 ActAct (as contemplated by Section 3 hereof); or (ii) Micron's legal counsel or legal counsel representing Shareholder, which counsel is reasonably satisfactory to Access BeyondMicron, shall have advised Access Beyond Micron in a written opinion letter reasonably satisfactory to Access Beyond Micron and Access BeyondMicron's legal counsel, and upon which Access Beyond Micron and its legal counsel may rely, that no registration under the 1933 Act would be required in connection with the proposed sale, offertransfer, exchange, pledge or other disposition of Merger Securities by Shareholder, or ; (iii) a registration statement under the 1933 Act covering the Merger Securities proposed to be sold, transferred, exchanged, pledged or otherwise dispose disposed of, describing the manner and terms of the proposed sale, transfer, exchange, pledge or other disposition, and containing a current prospectus, shall have been filed with the Securities and Exchange Commission ("SEC") and been declared effective by the SEC under the 1933 Act, ; or (iv) an authorized representative of the SEC shall have rendered written advice to Shareholder (sought by Shareholder or counsel to Shareholder, with a copy thereof and all other related communications delivered to Access Beyond Micron and its legal counsel) to the effect that the SEC would take taken no action, or that the staff of the SEC would not recommend that the SEC take action, with respect to the proposed disposition of Merger Securities Securities, if consummated. Nothing herein imposes upon Access Beyond Micron any obligation to register any Merger Securities under the 1933 Act.

Transfer Restrictions on Merger Securities. Shareholder Stockholder has been ------------------------------------------ advised that the issuance of the shares of Access Beyond Electronic Arts Common Stock and Access Beyond Series A Stock in connection with the Merger is expected to be effectuated effected pursuant to a Registration Statement on of Form S-4 under the 1933 Act, and that the provisions of Rule 145 will limit ShareholderStockholder's resales of such Merger Securities. Shareholder Stockholder accordingly agrees not to sell, transfer, exchange, pledge, or otherwise dispose of, or make any offer or agreement relating to, any of the Merger Securities and/or any option, right or other interest with respect to any Merger Securities that Shareholder Stockholder may acquire, unless: (i) such transaction is permitted pursuant to Rules 145(c) and Rule 145(d) under the 1933 Act; or (ii) legal counsel representing ShareholderStockholder, which counsel is reasonably satisfactory to Access BeyondElectronic Arts, shall have advised Access Beyond Electronic Arts in a written opinion letter reasonably satisfactory to Access Beyond Electronic Arts and Access Beyond's Electronic Arts' legal counsel, and upon which Access Beyond Electronic Arts and its legal counsel may rely, that no registration under the 1933 Act would be required in connection with the proposed sale, offertransfer, exchange, pledge or other disposition of Merger Securities by Shareholder, Stockholder; or (iii) a registration statement under the 1933 Act covering the Merger Securities proposed to be sold, transferred, exchanged, pledged or otherwise dispose disposed of, describing the manner and terms of the proposed sale, transfer, exchange, pledge or other disposition, and containing a current prospectus, shall have been filed with the Securities and Exchange Commission ("SEC") and been declared effective by the SEC under the --- 1933 Act, ; or (iv) an authorized representative of the SEC shall have rendered written advice to Shareholder Stockholder (sought by Shareholder Stockholder or counsel to ShareholderStockholder, with a copy thereof and all other related communications delivered to Access Beyond Electronic Arts and its legal counsel) to the effect that the SEC would take no action, or that the staff of the SEC would not recommend that the SEC take action, with respect to the proposed disposition of Merger Securities if consummated. Nothing herein imposes upon Access Beyond Electronic Arts any obligation to register any Merger Securities under the 1933 Act.