Common use of Transfer Restrictions on Merger Securities Clause in Contracts

Transfer Restrictions on Merger Securities. As used herein, the ------------------------------------------ term "Merger Securities" means, collectively, all shares of Newco Common Stock that are or may be issued by Newco in connection with the Merger or the transactions contemplated by the Merger Agreements, or to any former holder of INDUS options, warrants or rights to acquire shares of INDUS Common Stock, and any securities that may 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 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 sale, transfer, exchange, pledge or disposition is permitted pursuant to Rule 145(d)(3) under the Securities 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;

Transfer Restrictions on Merger Securities. As used herein, the ------------------------------------------ term "Merger SecuritiesMERGER SECURITIES" means, collectively, all shares of Newco Common Stock that are or may be issued by Newco in connection with the Merger or the transactions contemplated by the Merger Agreements, or to any former holder of INDUS OpenVision options, warrants or rights to acquire shares of INDUS OpenVision Common Stock, and any securities that may 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 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 sale, transfer, exchange, pledge or disposition is permitted pursuant to Rule 145(d)(3) under the Securities Act (as contemplated by Section 3 4 hereof) and Newco's accountants have advised such Shareholder Stockholder in writing that such sale, transfer, exchange, pledge or disposition would not preclude pooling of interests accounting treatment of the Merger;pledge

Transfer Restrictions on Merger Securities. As used herein, the ------------------------------------------ term "Merger SecuritiesMERGER SECURITIES" means, collectively, all shares of Newco Common Stock that are or may be issued by Newco in connection with the Merger or the transactions contemplated by the Merger Agreements, or to any former holder of INDUS VERITAS options, warrants or rights to acquire shares of INDUS VERITAS Common Stock, and any securities that may 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 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 sale, transfer, exchange, pledge or disposition is permitted pursuant to Rule 145(d)(3) under the Securities Act (as contemplated by Section 3 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;