Common use of Transferability of Shares Clause in Contracts

Transferability of Shares. (a) The Estate acknowledges that the Estate has been advised by the Company that the Shares issued pursuant to this Agreement have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), that the Shares are being issued on the basis of the statutory exemption provided by Section 4(2) of the Securities Act or Regulation D promulgated thereunder, or both, relating to the transactions by an issuer not involving a public offering, and that the Company's reliance hereon is based in part upon the representations made by the Estate in the Subscription Agreement. The Estate acknowledges that the Estate has been informed by the Company of, or is otherwise familiar with, the nature of the limitations imposed by the Securities Act and the rules and regulations hereunder on the transfer of securities. In particular, the Estate agrees that no sale, assignment or transfer of the Shares shall be valid or effective, and the Company shall not be required to give effect to any such sale, assignment or transfer, unless (i) the sale, assignment or transfer of Shares is registered under the Securities Act, it being understood that the Shares are not currently registered for sale, or (ii) the Shares are sold, assigned or transferred in accordance with all the requirements and limitations of Rule 144 under the Securities Act, it being understood that Rule 144 is not available at the time of the original issuance of the Shares for the sale of the Shares and that there can be no assurance that Rule 144 sales will be available at any subsequent time, or (iii) that the Company has received an opinion of counsel satisfactory to the Company and its counsel that such sale, assignment or transfer is otherwise exempt from registration under the Securities Act. (b) Unless registered pursuant to the provisions of the Securities Act, the certificate(s) evidencing the Shares issued pursuant to this Agreement shall bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE, AND ARE BEING OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR SUCH OTHER LAWS."

Transferability of Shares. (a) The Estate Consultant acknowledges that the Estate has been advised by the Company that it as acquiring the Shares issued pursuant to this Agreement for investment purposes only, and not for distribution or fractionalization. The Shares have not been registered under the Securities Act federal or state securities laws. Transfer of 1933, as amended (the "Securities Act"), that the Shares are being issued on the basis of the statutory exemption provided by Section 4(2) of the Securities Act or Regulation D promulgated thereunderis accordingly restricted and, or both, unless a registration statement relating to the transactions by an issuer not involving a public offering, and that the Company's reliance hereon is based in part upon the representations made by the Estate in the Subscription Agreement. The Estate acknowledges that the Estate has been informed by the Company of, or is otherwise familiar with, the nature of the limitations imposed by the Securities Act and the rules and regulations hereunder on the transfer of securities. In particular, the Estate agrees that no sale, assignment or transfer issuance of the Shares shall be valid or effectiveis in effect at the time of issuance, and the Shares will bear appropriate restrictive legends. The Company shall not be required allow the Consultant to give effect direct the allocation of the Shares to any such saleup to three persons or to hypothecate, assignment sell, assign or transfertransfer (a "Transfer") all or a part of the Shares to up to three persons, unless including principals of the Consultant, provided that (i) the saleConsultant confirms to the Company it has not made any offer to sell or solicitation of offers to buy the Shares, assignment or transfer and that it has conveyed to the potential Share transferee(s) (the "Transferees") all information necessary to fully inform the Transferees of Shares is registered under the Securities ActCompany and its business, it being understood that the Shares are not currently registered for sale, or (ii) the Shares Transferees establish to the Company's satisfaction that the Transferees are sold, assigned or transferred in accordance with all accredited investors (as defined under Regulation D) (iii) the requirements and limitations of Rule 144 under the Securities Act, it being understood that Rule 144 is not available at the time of the original issuance of Transferees are acquiring the Shares for investment purposes only, (iv) the sale Transferees acknowledge that they have been given access to all material information regarding the Company, and (v) such other reasonable requirement of the Shares and that there can be no assurance that Rule 144 sales will be securities laws is available at any subsequent time, or (iii) that for the Company has received an opinion Transfer of counsel satisfactory to the Company and its counsel that such sale, assignment or transfer is otherwise exempt from registration under the Securities ActShares. (b) Unless registered pursuant If on any occasion subsequent to the provisions effective date of this Agreement, the Company is either in the process of or proposes to file a registration statement, notification or such other appropriate documents in the applicable jurisdiction (collectively hereinafter a "Registration Statement") to register any Company securities, whether newly issued or then outstanding, with the Securities and Exchange Commission or state securities regulators, or to offer publicly any such Company securities, the Company will give immediate written notice of such proposal to the holders of the Securities ActShares (collectively, the certificate(s) evidencing the Shares issued pursuant to this Agreement shall bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACTHolders"), OR THE SECURITIES LAWS OF ANY STATEwhich notice shall specify the class of the securities so proposed to be registered. Upon the written request of any of the Holders ("Registration Request") given within 21 days after the receipt of any such notice, AND ARE BEING OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR SUCH OTHER LAWSthe Company will cause the Shares then held by such Holder to be included in the Registration Statement it proposes to file." (c) Blue Sky The Company shall, upon the initial filing of its Registration Statement, immediately take all necessary action which may be required in qualifying or registering the Shares included in a Registration Statement under the securities and blue sky laws of such states as reasonably are requested by the holders of such Shares.

Transferability of Shares. (a) The Estate acknowledges that shares of any Common Stock distributed to the Estate has been advised by the Company that the Shares issued Holder pursuant to this the Investment Agreement have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), that the Shares are being issued on the basis of the statutory exemption provided by Section 4(2) of the Securities Act or Regulation D promulgated thereunder, or both, relating to the transactions by an issuer not involving a public offering, and that the Company's reliance hereon is based in part upon the representations made by the Estate in the Subscription Agreement. The Estate acknowledges that the Estate has been informed by the Company of, or is otherwise familiar with, the nature of the limitations imposed by the Securities Act and the rules and regulations hereunder on the transfer of securities. In particular, the Estate agrees that no sale, assignment or transfer of the Shares shall be valid or effective, and the Company shall not be required to give effect to any such sale, assignment or transfer, unless (i) the sale, assignment or transfer of Shares is registered under the Securities Act, it being understood that the Shares are not currently registered for sale, or (ii) the Shares are sold, assigned assigned, transferred or transferred pledged except upon the conditions specified in accordance this Section 7, which conditions are intended to ensure compliance with all the requirements and limitations of Rule 144 under the Securities Act, it being understood that Rule 144 is not available at the time of the original issuance of the Shares for the sale of the Shares and that there can be no assurance that Rule 144 sales will be available at any subsequent time, or (iii) that the Company has received an opinion of counsel satisfactory to the Company and its counsel that such sale, assignment or transfer is otherwise exempt from registration under the Securities Act. (b) Unless registered pursuant to the provisions of the Securities Act, . Each certificate representing Registrable Securities held by the certificate(sHolder shall (unless otherwise permitted by the provisions of Section 7(b)) evidencing the Shares issued pursuant to this Agreement shall bear be stamped or otherwise imprinted with a legend in substantially the following legend: "THESE SECURITIES form (in addition to any legend required under applicable state securities laws): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE, AND ARE BEING OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND . SUCH LAWS. THESE SECURITIES SHARES MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT ACT, OR PURSUANT TO AN EXEMPTION FROM SUCH OTHER LAWSREGISTRATION REQUIREMENTS. (b) The Holder understands that, so long as the legend is required to be imprinted on a certificate representing Registrable Securities, the Company may maintain appropriate "stop transfer" orders with respect to such Registrable Securities on its books and records and with those to whom it may designate registrar and transfer functions. (c) The Holder agrees to comply in all respects with the provisions of this Section 7(c). Prior to any proposed sale, assignment, transfer or pledge (a "Transfer"), of any Registrable Securities, unless there is in effect a Registration Statement covering the proposed Transfer, the Holder shall give written notice to the Company of its intention to effect such Transfer and the name of the proposed transferee. Each such notice shall describe the manner and circumstances of the proposed Transfer in sufficient detail, and, if requested by the Company, shall be accompanied, at the Holder's expense, by either (i) an unqualified written opinion of legal counsel who shall be, and whose legal opinion shall be, reasonably satisfactory to the Company addressed to the Company, to the effect that the proposed Transfer of the Registrable Securities may be effected without registration under the Securities Act; provided however that if the proposed Transfer would, in the opinion of such counsel, require that the Company take action and/or execute and file with the Commission and/or deliver to the Holder or any other person any form or document in order to establish the entitlement of the Holder to take advantage of such method of disposition, the Company agrees promptly to take any such action and/or execute and file and/or deliver any such form or document, or (ii) a "no action" letter from the Commission to the effect that the Transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the Holder of such Registrable Securities shall be entitled to effectuate a Transfer of such Registrable Securities in accordance with the terms of the notice delivered by the Holder to the Company. Notwithstanding the foregoing, it is agreed that the Company will not request an opinion of counsel for the Holder with respect to Transfers made in reliance on Rule 144 under the Act , the existence of which shall be determined in good faith by the Board of Directors of the Company; however, the Holder shall deliver to the Company (i) copies of all forms customarily delivered or deliverable to brokers in connection with a Transfer of securities, and (ii) a certificate of the Holder desiring to Transfer such Registrable Securities containing such representations and warranties to the Company as are customarily given to brokers in connection with the Transfer of securities. (d) Each certificate evidencing the Restricted Securities with respect to which a Transfer as provided in this Section 7 has been effected, shall bear, except if such Transfer is made pursuant to Rule 144 under the Act, the appropriate restrictive legend set forth above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for the Holder and the Company such legend is not required in order to establish compliance with any provision of the Act. (e) At any time when the Holder desires to make sales of any Registrable Securities in reliance on Rule 144 promulgated under the Securities Act, the Company covenants and agrees that either there will be available adequate current public information with respect to the Company as required by paragraph (c) of said Rule 144 or the Company will use its best efforts to make such information available without delay if such information is not available. Without limiting the foregoing, the Company will timely file with the Commission all reports required to be filed under Section 13 and 15(d) of the Securities Exchange Act of 1934, as amended, and will promptly furnish to Holder so requesting a written statement that the Company has complied with all such reporting requirements. (f) The Holder may assign its rights hereunder in connection with any sale, assignment, transfer or pledge of Registrable Securities provided that such assignee shall have agreed in writing, satisfactory in form and substance to the Company and its counsel, to be bound hereby. From and after any such assignment pursuant to this Section 7, references herein to the Holder shall include such permitted assignee or assignees.

Transferability of Shares. (a) The Estate acknowledges Shareholder agrees that the Estate has been advised by the Company that he will not transfer any of the Shares issued pursuant at any time prior to the earlier of (x) the fifth anniversary of the date of this Agreement have not been registered under and (y) the Securities Act death or Permanent Disability of 1933, as amended Shareholder (the "Securities ActLapse Date"); provided, however, that Shareholder may transfer the Shares prior to the Lapse Date pursuant to one of the following exceptions: (i) a transfer permitted by clauses (x)(other than in respect of this Section 3), (y) or (z) of Section 2(c); (ii) a sale of Shares pursuant to, but subject to the terms and conditions of, Shareholder's registration rights under the Registration Rights Agreement; (iii) a transfer of Shares pursuant to, but subject to the terms and conditions of, Shareholder's "tag-along" rights under the Investors' Agreement; or (iv) a transfer at any time after the completion date of the Initial Public Offering until the Lapse Date of an aggregate number of Shares that (together with Shares previously transferred pursuant to clause (ii), (iii) or clause (iv)), as a percentage of the total number of Shares, including the number of Shares underlying vested Options, held by the Shareholder Entities as of the completion date of the Initial Public Offering prior to any transfers thereof ("Initial Holdings"), that the Shares are being issued on the basis does not exceed 5% of the statutory exemption provided by Section 4(2) Initial Holdings of the Securities Act or Regulation D promulgated thereunder, or both, relating to the transactions by an issuer not involving a public offering, and that the Company's reliance hereon is based such Shareholder Entities in part upon the representations made by the Estate in the Subscription Agreement. The Estate acknowledges that the Estate has been informed by the Company of, or is otherwise familiar with, the nature of the limitations imposed by the Securities Act and the rules and regulations hereunder on the transfer of securities. In particular, the Estate agrees that no sale, assignment or transfer of the Shares shall be valid or effective, and the Company shall not be required to give effect to any such sale, assignment or transfer, unless (i) the sale, assignment or transfer of Shares is registered under the Securities Act, it being understood that the Shares are not currently registered for sale, or (ii) the Shares are sold, assigned or transferred in accordance with all the requirements and limitations of Rule 144 under the Securities Act, it being understood that Rule 144 is not available at the time of the original issuance of the Shares for the sale of the Shares and that there can be no assurance that Rule 144 sales will be available at any subsequent time, or (iii) that the Company has received an opinion of counsel satisfactory to the Company and its counsel that such sale, assignment or transfer is otherwise exempt from registration under the Securities Act12-month period. (b) Unless No transfer of Shares in violation hereof shall be made or recorded on the books of the Company and any such transfer shall be void ab initio and of no effect, provided, that if the Shares are transferred in violation of this Agreement the purported transferee shall be bound by all of the restrictions and burdens, but shall not be entitled to any of the rights or benefits, in this Agreement. (c) Shareholder acknowledges that it has been designated a third party beneficiary under the Registration Rights Agreement in respect of registration rights granted to "Company Holders" (as defined therein). In consideration of such designation, Shareholder agrees to be bound by all terms and conditions of the Registration Rights Agreement (a copy of which has been provided to Shareholder) applicable to "Company Holders" thereunder. Notwithstanding anything in this Agreement or the Registration Rights Agreement to the contrary, the maximum number of Registrable Securities (as defined in the Registration Rights Agreement) that the Shareholder Entities shall be entitled to request to have registered pursuant to section 2(c) or section 3(a), as applicable, of the Registration Rights Agreement will be equal to (i) the number of Shares then held by the Shareholder Entities (including all Shares which the Shareholder Entities are then entitled to acquire under an unexercised Option to the extent then exercisable), multiplied by (ii) a fraction, the numerator of which is the number of Registrable Securities being sold by the Investors and their respective Transferees (as such terms are defined in the Registration Rights Agreement) and the denominator of which is the aggregate number of Registrable Securities then owned by Investors and their respective Transferees, subject, however, to the maximum number of Registrable Securities that the Shareholder Entities (pro rata based upon the aggregate number of Registrable Securities that the Shareholder Entities and all Other Shareholders have requested to be registered) are permitted to register in a given registration after giving effect to the "cutback" provisions of the Securities ActRegistration Rights Agreement. Shareholder hereby unconditionally appoints, and agrees to unconditionally appoint from time to time, Xxxxxxxxxxx X'Xxxx (or, if he should not be serving as chief executive officer of the Company, the certificate(sthen acting chief executive officer of the Company) evidencing as "Company Holders' Representative" (as defined in the Registration Rights Agreement) to act as its attorney and gives its power of attorney to such attorney to receive notices and other communications and take decisions and exercise approvals, consents and other rights, on behalf of Shareholder, under or in connection with the Registration Rights Agreement. (d) Shareholder acknowledges that it has been designated a third party beneficiary under the Investors' Agreement in respect of certain "tag-along" rights granted to "Management Shareholders" (as defined therein). In consideration of such designation, Shareholder agrees to be bound by all terms and conditions of the Investors' Agreement (a copy of which has been provided to Shareholder) applicable to "Management Shareholders" thereunder. Notwithstanding anything in this Agreement or the Investors' Agreement to the contrary, the maximum number of Shares issued that the Shareholder Entities shall be entitled to request to have included in a Tag-Along Sale (as defined in the Investors' Agreement) will be equal to (i) the number of Shares then held by the Shareholder Entities (including all Shares which the Shareholder Entities are then entitled to acquire under an unexercised Option to the extent then exercisable), multiplied by (ii) a fraction, the numerator of which is the number of Shares being sold by the Investors and their respective Permitted Transferees excluding, for avoidance of doubt, Permitted Distributees (as such terms are defined in the Investors' Agreement) and the denominator of which is the aggregate number of Shares then owned by Investors and their respective Permitted Transferees excluding, for avoidance of doubt, Permitted Distributees, subject, however, to the maximum number of shares that the Shareholder Entities (pro rata based upon the aggregate number of Shares that the Shareholder Entities and all Other Shareholders have requested to be included in such Tag-Along Sale) are permitted to include in the Tag-Along Sale pursuant to this Agreement shall bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933Investors' Agreement. Shareholder hereby unconditionally appoints, AS AMENDED and agrees to unconditionally appoint from time to time, Xxxxxxxxxxx X'Xxxx (THE "ACT")or, OR THE SECURITIES LAWS OF ANY STATEif he should not be serving as chief executive officer of the Company, AND ARE BEING OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR SUCH OTHER LAWS."the then acting chief executive officer of the

Transferability of Shares. (a) The Estate UCAP acknowledges that the Estate has been advised by the Company that it as acquiring the Shares issued pursuant to this Agreement for investment purposes only, and not for distribution or fractionalization. The Shares have not been registered under the Securities Act federal or state securities laws. Transfer of 1933, as amended (the "Securities Act"), that the Shares are being issued on the basis of the statutory exemption provided by Section 4(2) of the Securities Act or Regulation D promulgated thereunderis accordingly restricted and, or both, unless a registration statement relating to the transactions by an issuer issuance of the Shares is in effect at the time of issuance, the Shares will bear the appropriate restrictive legend. The Company shall allow UCAP to direct the allocation of the Shares to up to three persons or to hypothecate, sell, assign or transfer (a “Transfer”) all or a part of the Shares to up to three persons, including principals of UCAP, provided that (i) UCAP confirms to the Company it has not involving a public offeringmade any offer to sell or solicitation of offers to buy the Shares, and that it has conveyed to the potential Share transferee(s) (the “Transferees”) all information necessary to fully inform the Transferees of the Company and its business, (ii) the Transferees establish to the Company's reliance hereon is based in part upon the representations made by the Estate in the Subscription Agreement. The Estate acknowledges ’s satisfaction that the Estate has Transferees are accredited investors (as defined under Regulation D) (iii) the Transferees are acquiring the Shares for investment purposes only, (iv) the Transferees acknowledge that they have been informed by given access to all material information regarding the Company ofCompany, or is otherwise familiar with, the nature and (v) such other reasonable requirement of the limitations imposed by securities laws is available for the Securities Act and the rules and regulations hereunder on the transfer of securities. In particular, the Estate agrees that no sale, assignment or transfer Transfer of the Shares. a. The Shares shall be valid or effective, and the Company shall may not be required to give effect to any such sale, assignment sold or transfer, transferred unless (i) the sale, assignment or transfer of such Shares is registered are sold pursuant to an effective registration statement under the Securities Act, it being understood that the Shares are not currently registered for sale, Act or (ii) the Company or its transfer agent shall have been furnished with an opinion of counsel selected by the transferor, which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that the Shares are sold, assigned to be sold or transferred in accordance with all the requirements and limitations of may be sold or transferred pursuant to an exemption from such registration pursuant to Rule 144 under the Securities ActAct (or a successor rule) (“Rule 144”). b. When the Company is required to cause an unlegended certificate to replace a previously issued legended certificate, it being understood that Rule 144 if: (i) the unlegended certificate is not available at delivered to UCAP within three (3) business days of submission the legended certificate and supporting documentation to the Transfer Agent as provided above and (ii) prior to the time such unlegended certificate is received by UCAP or any third party on behalf of UCAP for UCAP’s account, purchased (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by UCAP of shares represented by such certificate (a “Buy-In”), then the Company shall pay in cash to UCAP (for costs incurred either directly by UCAP or on behalf of a third party) the amount by which the total purchase price paid for Common Stock as a result of the original issuance Buy-In (including brokerage commissions, if any) exceeds the proceeds received by such Investor as a result of the Shares sale to which such Buy-In relates. UCAP shall provide the Company written notice indicating the amounts payable to UCAP with respect to the Buy-In. c. In addition to UCAP’s other available remedies, the Company shall pay to UCAP, in cash, as partial liquidated damages and not as a penalty, $1000 per Trading Day for each Trading Day after the Legend Removal Date until such certificate is delivered without a legend. Nothing herein shall limit UCAP’s right to pursue actual damages for the sale of the Company's failure to deliver certificates representing any Shares and that there can be no assurance that Rule 144 sales will be UCAP shall have the right to pursue all remedies available to it at any subsequent timelaw or in equity including, or (iii) that the Company has received an opinion without limitation, a decree of counsel satisfactory to the Company and its counsel that such sale, assignment or transfer is otherwise exempt from registration under the Securities Actspecific performance and/or injunctive relief. (b) Unless registered pursuant to the provisions of the Securities Act, the certificate(s) evidencing the Shares issued pursuant to this Agreement shall bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE, AND ARE BEING OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR SUCH OTHER LAWS."