Common use of Trustee's Limited Authority to Transfer Clause in Contracts

Trustee's Limited Authority to Transfer. Except as specifically provided in Section 2.02, the Trustee shall have no rights as a shareholder of the Company. The Trustee shall have no authority to sell or otherwise dispose of any of the stock held in any Beneficiary's name, except that upon receipt of a notice ("Notice of Sale") from a Beneficiary that part or all of the shares are to be sold, transferred or otherwise disposed of and setting forth the number of shares to be transferred, the consideration therefor, the intended transferee and the proposed date of transfer, which Notice of Sale shall be accompanied by the Certificate in respect of the shares to be so transferred, properly endorsed for transfer, the Trustee shall: (i) cause each non-transferring Beneficiary to receive a copy of the Notice of Sale within five (5) days of the Trustee's receipt thereof; and (ii) not earlier than ten (10) days nor later than twenty days (20) following its receipt of the Notice of Sale, unless precluded by an order, decree or judgment of any court of competent jurisdiction unless the Trustee, after consultation with counsel pursuant to Section 2.10(c), determines in good faith that such proposed sale, transfer or other disposition does not comply with thus Agreement or the option Agreement or applicable law, execute all documents and take all other action necessary to transfer the number of shares of the Company's stock specified in the Notice of Sale and represented by the certificate or certificates surrendered therewith to the transferee named in such Notice of Sale; and (iii) upon receipt of payment of a sum sufficient to cover any tax or government charges in respect of the transfer or delivery of such certificates, cause certificates representing the shares of the Company's stock to be transferred, such certificates to be duly endorsed for transfer or accompanied by duly executed instruments of, transfer to be delivered to the persons and place designated in the Notice of Sale; provided, however, that the Trustee shall have no obligation to collect or receive the purchase price or other consideration to be received by the transferring Beneficiary; and (iv) in the event the transferring Beneficiary is not selling, transferring or otherwise disposing of all shares of the Company's stock represented by the certificate or certificates surrendered with the Notice of Sale, upon the consummation of such sale, transfer or other disposition specified in the Notice of Sale, issue to the transferring Beneficiary a new certificate or certificates in respect of such shares of the Company's stock not sold, transferred or disposed of and which are subject to this Agreement.

Trustee's Limited Authority to Transfer. Except as specifically provided in (a) Notwithstanding the provisions of Section 2.02, except as set forth in this section or in Article IV, the Trustee shall have no rights as a shareholder of the Company. The Trustee shall have no authority to transfer, sell or otherwise dispose of any of the stock Shares held in any Beneficiarythe Trustee's namename or deposited with the Trustee pursuant to the provisions of this Agreement, or to which the provisions of this Agreement are or shall become applicable. The Trustee agrees that, except that upon receipt of a notice ("Notice of Sale") from a Beneficiary that part as otherwise provided in this Section 2.03, he or all of the shares are she shall take no action, nor shall he or she allow any action to be taken, by which any Shares shall be sold, transferred transferred, or otherwise disposed of and setting forth during the term of this Agreement. The Trustee agrees that he or she will not pledge, hypothecate or otherwise create any lien, claim or encumbrance upon any shares of stock subject to this Agreement, except that the exercise of voting rights by the Trustee pursuant to Section 2.02 hereof shall not be deemed to constitute any such lien, claim or encumbrance. (b) At any time when an offering is not being conducted under Article IV, any Beneficiary may request the Trustee to sell his or her Shares in a sale conducted through a licensed securities broker on the public securities markets. The Trustee shall use its commercially reasonable best efforts to fulfill such request so long as (A) the number of shares to be transferred, the consideration therefor, the intended transferee and the proposed date of transfer, which Notice of Sale shall be accompanied Shares sold by the Certificate in respect of the shares to be so transferred, properly endorsed Trustee for transfer, the Trustee shall: (i) cause each non-transferring Beneficiary to receive a copy of the Notice of Sale within five (5) days of the Trustee's receipt thereof; and (ii) not earlier than ten (10) days nor later than twenty days (20) following its receipt of the Notice of Sale, unless precluded by an order, decree or judgment of all Beneficiaries on any court of competent jurisdiction unless the Trustee, after consultation with counsel pursuant to Section 2.10(c), determines in good faith that such proposed sale, transfer or other disposition given day does not comply with thus Agreement or the option Agreement or applicable law, execute all documents and take all other action necessary to transfer the number of shares exceed 10% of the Company's stock specified in average daily trading volume as reported on the Notice Company's principal securities exchange or quotation service for the 20 trading days ending on the last trading day of Sale and represented the calendar month preceding the proposed transfer, (B) the number of Shares sold, when added together with all previous sales of Shares by the certificate or certificates surrendered therewith to Trustee hereunder during the transferee named in such Notice of Sale; and (iii) upon receipt of payment of a sum sufficient to cover any tax or government charges in respect of the transfer or delivery of such certificatespreceding three months, cause certificates representing the shares does not exceed 200% of the Company's stock to be transferredaverage weekly trading volume as reported on the Company's principal securities exchange or quotation service for the 50 trading days (10 weeks consisting of 5 trading days each) ending on the last trading day of the calendar month preceding the proposed transfer, (C) all applicable securities laws and rules (such certificates to be duly endorsed for transfer as federal Rule 144) are complied with, in the opinion of legal counsel of the Company, and (D) any lock-up or accompanied other restrictive covenant given by duly executed instruments of, transfer to be delivered the Trustee to the persons Company or an underwriter in connection with any primary offering or secondary offering is complied with. The Trustee shall have the burden of demonstrating to the Company that the foregoing numerical limits are observed. For this purpose, a "week" shall consist of five consecutive trading days, even if those days occur in different calendar weeks. The risks and place designated expenses of each such sale shall be borne by the Beneficiary requesting it. The Trustee may require any such Beneficiary to deliver his or her Certificates to the Trustee for cancellation prior to executing a sale of the underlying shares. The Trustee shall re-issue to such Beneficiary a new Certificate representing unsold Shares, and shall remit to the selling Beneficiary the proceeds from the sale, net of all fees, expenses, and costs. If in any instance two or more Beneficiaries request sales at the Notice of Sale; providedsame time, however, that the Trustee shall have no obligation to collect or receive aggregate such requests and shall apportion expenses and sale proceeds among the purchase price or other consideration to be received by the transferring Beneficiary; and (iv) in the event the transferring Beneficiary is not selling, transferring or otherwise disposing of all shares of the Company's stock represented by the certificate or certificates surrendered with the Notice of Sale, upon the consummation of such sale, transfer or other disposition specified in the Notice of Sale, issue to the transferring Beneficiary a new certificate or certificates in respect of such shares of the Company's stock not sold, transferred or disposed of and which are subject to this Agreementselling Beneficiaries as their interests shall appear.

Trustee's Limited Authority to Transfer. Except as for the voting rights specifically provided for in Section 2.02, the Trustee shall have no rights as a shareholder of the Company. The Trustee shall will have no authority to sell or otherwise dispose of any of the stock held in any Beneficiary's nameTrust Shares, except that upon receipt the Trustee may effect a transfer of such Trust Shares pursuant to the procedures set forth below. In order to transfer Trust Shares, a Beneficiary must deliver to the Trustee a written notice ("Notice of Sale") from a stating that Beneficiary that intends to sell, transfer, or otherwise dispose of, part or all of the shares are to be soldsuch Beneficiary's Trust Shares, transferred or otherwise disposed of and setting forth the number of shares to be transferred, and identifying a recognized, reputable broker, acceptable to the Trustee to effect the transfer. In the event of an open market sale, the Notice of Sale also must include evidence reasonably satisfactory to the Trustee that the intended sale will be an open market sale, and in the event of a private sale, the Notice of Sale must include the consideration thereforto be paid, the intended transferee and the proposed date of transfer, which . The Beneficiary shall include with the Notice of Sale shall be accompanied by the Certificate in respect of Trust Certificate(s) for the shares Trust Shares intended to be so transferred, properly endorsed for transfer. In order to effect a permitted transfer of Trust Shares, the Trustee shall: (i) cause send to each non-transferring Beneficiary to receive a copy of the Notice of Sale within five (5) days of the Trustee's receipt thereof; and (ii) no earlier than five (5) and not earlier later than ten (10) days nor later than twenty days (20) following its the receipt of the Notice of Sale, unless precluded by an order, decree or judgment of any court of competent jurisdiction jurisdiction, and unless the Trustee, after consultation with counsel pursuant to under Section 2.10(c), determines in good faith that such proposed sale, transfer or other disposition does not comply with thus Agreement or the option this Agreement or applicable law, or is not in the best interest of the Company, the Trustee shall execute all documents and take all other action necessary to effect the sale or other transfer the number of shares of the Company's stock specified in Trust Shares covered by the Notice of Sale and represented by in accordance with the certificate or certificates surrendered therewith to the transferee named in provisions of such Notice of SaleNotice; and (iii) upon receipt of payment of a sum sufficient to cover any tax or government charges in respect of the transfer or delivery of such certificates, cause certificates representing the shares of the Company's stock Trust Shares to be transferred, such certificates to be duly endorsed for transfer or accompanied by duly executed instruments of, transfer to be delivered to the persons and place designated in the Notice of Sale; provided, however, that the Trustee shall have no obligation to collect or receive the purchase price or other consideration to be received by the transferring Beneficiary; and (iv) in the event the transferring Beneficiary is not selling, transferring or otherwise disposing of all shares of the Company's stock Trust Shares represented by the certificate or certificates surrendered with the Notice of Sale, upon the consummation of such sale, transfer or other disposition specified in the Notice of Sale, issue to the transferring Beneficiary a new certificate Trust Certificate or certificates in respect of such shares of Certificates for the Company's stock Trust Shares not sold, transferred or disposed of and which are subject to this Agreement. Notwithstanding the forgoing, the parties hereto acknowledge and agree that the Trustee and each of the Beneficiaries may effect any transfer of the Trust Shares in any transaction arranged by the Company. Further, the parties hereto agree and acknowledge that the Company will make reasonable efforts to file appropriate registration statement for any Trust Shares transferred pursuant to the provisions hereof.

Trustee's Limited Authority to Transfer. (a) Except as for the voting rights specifically provided for in Section 2.02, the Trustee shall have no rights as a shareholder of the Company. The Trustee shall will have no authority to sell or otherwise dispose of any of the stock held in any Beneficiary's nameTrust Shares, except that upon receipt the Trustee may effect a transfer of such Trust Shares pursuant to the procedures set forth below. In order to transfer Trust Shares, a Beneficiary must deliver to the Trustee a written notice ("Notice of Sale") from a stating that Beneficiary that intends to sell, transfer, or otherwise dispose of, part or all of the shares are to be soldsuch Beneficiary's Trust Shares, transferred or otherwise disposed of and setting forth the number of shares to be transferred, and identifying a recognized, reputable broker, acceptable to the Trustee to effect the transfer. In the event of an open market sale, the Notice of Sale also must include evidence reasonably satisfactory to the Trustee that the intended sale will be an open market sale, and in the event of a private sale, the Notice of Sale must include the consideration thereforto be paid, the intended transferee and the proposed date of transfer, which . The Beneficiary shall include with the Notice of Sale shall be accompanied by the Certificate in respect of Trust Certificate(s) for the shares Trust Shares intended to be so transferred, properly endorsed for transfer. In order to effect a permitted transfer of Trust Shares, the Trustee shall: (i) cause send to each non-transferring Beneficiary to receive a copy of the Notice of Sale within five (5) days of the Trustee's receipt thereof; and (ii) no earlier than five (5) and not earlier later than ten (10) days nor later than twenty days (20) following its the receipt of the Notice of Sale, unless precluded by an order, decree or judgment of any court of competent jurisdiction jurisdiction, and unless the Trustee, after consultation with counsel pursuant to under Section 2.10(c), determines in good faith that such proposed sale, transfer or other disposition does not comply with thus Agreement or the option this Agreement or applicable law, or is not in the best interest of the Company (e.g. potential trade on insider information, potential trade to beneficial owner, etc.), the Trustee shall execute all documents and take all other action necessary to effect the sale or other transfer the number of shares of the Company's stock specified in Trust Shares covered by the Notice of Sale and represented by in accordance with the certificate or certificates surrendered therewith to the transferee named in provisions of such Notice of SaleNotice; and (iii) upon receipt of payment of a sum sufficient to cover any tax or government charges in respect of the transfer or delivery of such certificates, cause certificates representing the shares of the Company's stock Trust Shares to be transferred, such certificates to be duly endorsed for transfer or accompanied by duly executed instruments of, transfer to be delivered to the persons and place designated in the Notice of Sale; provided, however, that the Trustee shall have no obligation to collect or receive the purchase price or other consideration to be received by the transferring Beneficiary; and (iv) in the event the transferring Beneficiary is not selling, transferring or otherwise disposing of all shares of the Company's stock Trust Shares represented by the certificate or certificates surrendered with the Notice of Sale, upon the consummation of such sale, transfer or other disposition specified in the Notice of Sale, issue to the transferring Beneficiary a new certificate Trust Certificate or certificates in respect of such shares of Certificates for the Company's stock Trust Shares not sold, transferred or disposed of and which are subject to this Agreement. (b) Upon Beneficiary's written request, the Trustee shall use its best efforts to cause the Company to file with the Securities and Exchange Commission and have declared effective within a reasonable time from such a request, a registration statements under the Securities Act of 1933, as amended, for registration of the Trust Shares to be sold by such Beneficiary in a permitted transfer, provided that the number of Trust Shares to be transferred in such permitted transfer is greater than 100,000. Notwithstanding the foregoing, in no event shall the Company be required to file more than two registration statements with respect to the Trust Shares within any twelve-month period. The Beneficiary may request that the Company file additional registration statements andt the Beneficiary's sole expense. The Company may require each selling Beneficiary to promptly furnish in writing to the Company such information regarding the distribution of the Trust Shares by such selling Beneficiary as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration including, without limitation, an such information as may be requested by the SEC or the National Association of Security Dealers, Inc. The Company shall have the right to exclude from such registration any Beneficiary who fails to provide such information. (c) Notwithstanding the forgoing, the parties hereto acknowledge and agree that the Trustee and each of the Beneficiaries may effect any transfer of the Trust Shares in any transaction arranged by the Company. Further, the parties hereto agree and acknowledge that the Company will make reasonable efforts to file appropriate registration statement for any Trust Shares transferred pursuant to the provisions hereof.

Trustee's Limited Authority to Transfer. Except as for the voting rights specifically provided for in Section 2.02, the Trustee shall have no rights as a shareholder of the Company. The Trustee shall will have no authority to sell or otherwise dispose of any of the stock held in any Beneficiary's nameTrust Shares, except that upon receipt the Trustee may effect a transfer of such Trust Shares pursuant to the procedures set forth below. In order to transfer Trust Shares, a Beneficiary must deliver to the Trustee a written notice ("Notice of Sale") from a stating that Beneficiary that intends to sell, transfer, or otherwise dispose of, part or all of the shares are to be soldsuch Beneficiary`s Trust Shares, transferred or otherwise disposed of and setting forth the number of shares to be transferred, and identifying a recognized, reputable broker, acceptable to the Trustee to effect the transfer. In the event of an open market sale, the Notice of Sale also must include evidence reasonably satisfactory to the Trustee that the intended sale will be an open market sale, and in the event of a private sale, the Notice of Sale must include the consideration thereforto be paid, the intended transferee and the proposed date of transfer, which . The Beneficiary shall include with the Notice of Sale shall be accompanied by the Certificate in respect of Trust Certificate(s) for the shares Trust Shares intended to be so transferred, properly endorsed for transfer. In order to effect a permitted transfer of Trust Shares, the Trustee shall: (i) cause send to each non-transferring Beneficiary to receive a copy of the Notice of Sale within five (5) days of the Trustee's Trustee`s receipt thereof; and (ii) no earlier than five (5) and not earlier later than ten (10) days nor later than twenty days (20) following its the receipt of the Notice of Sale, unless precluded by an order, decree or judgment of any court of competent jurisdiction jurisdiction, and unless the Trustee, after consultation with counsel pursuant to under Section 2.10(c), determines in good faith that such proposed sale, transfer or other disposition does not comply with thus Agreement or the option this Agreement or applicable law, or is not in the best interest of the Company, the Trustee shall execute all documents and take all other action necessary to effect the sale or other transfer the number of shares of the Company's stock specified in Trust Shares covered by the Notice of Sale and represented by in accordance with the certificate or certificates surrendered therewith to the transferee named in provisions of such Notice of SaleNotice; and (iii) upon receipt of payment of a sum sufficient to cover any tax or government charges in respect of the transfer or delivery of such certificates, cause certificates representing the shares of the Company's stock Trust Shares to be transferred, such certificates to be duly endorsed for transfer or accompanied by duly executed instruments of, transfer to be delivered to the persons and place designated in the Notice of Sale; provided, however, that the Trustee shall have no obligation to collect or receive the purchase price or other consideration to be received by the transferring Beneficiary; and (iv) in the event the transferring Beneficiary is not selling, transferring or otherwise disposing of all shares of the Company's stock Trust Shares represented by the certificate or certificates surrendered with the Notice of Sale, upon the consummation of such sale, transfer or other disposition specified in the Notice of Sale, issue to the transferring Beneficiary a new certificate Trust Certificate or certificates in respect of such shares of Certificates for the Company's stock Trust Shares not sold, transferred or disposed of and which are subject to this Agreement. Notwithstanding the forgoing, the parties hereto acknowledge and agree that the Trustee and each of the Beneficiaries may effect any transfer of the Trust Shares in any transaction arranged by the Company. Further, the parties hereto agree and acknowledge that the Company will make reasonable efforts to file appropriate registration statement for any Trust Shares transferred pursuant to the provisions hereof.

Trustee's Limited Authority to Transfer. Except as for the voting rights specifically provided for in Section 2.02, the Trustee shall have no rights as a shareholder of the Company. The Trustee shall will have no authority to sell or otherwise dispose of any of the stock held in any Beneficiary's nameTrust Shares, except that upon receipt the Trustee may effect a transfer of such Trust Shares pursuant to the procedures set forth below. In order to transfer Trust Shares, a Beneficiary must deliver to the Trustee a written notice ("Notice of Sale") from a stating that Beneficiary that intends to sell, transfer, or otherwise dispose of, part or all of the shares are to be soldsuch Beneficiary's Trust Shares, transferred or otherwise disposed of and setting forth the number of shares to be transferred, and identifying a recognized, reputable broker, acceptable to the Trustee to effect the transfer. In the event of an open market sale, the Notice of Sale also must include evidence reasonably satisfactory to the Trustee that the intended sale will be an open market sale, and in the event of a private sale, the Notice of Sale must include the consideration thereforto be paid, the intended transferee and the proposed date of transfer, which . The Beneficiary shall include with the Notice of Sale shall be accompanied by the Certificate in respect of Trust Certificate(s) for the shares Trust Shares intended to be so transferred, properly endorsed for transfer. In order to effect a permitted transfer of Trust Shares, the Trustee shall: (i) cause send to each non-transferring Beneficiary to receive a copy of the Notice of Sale within five (5) days of the Trustee's receipt thereof; and (ii) no earlier than five (5) and not earlier later than ten (10) days nor later than twenty days (20) following its the receipt of the Notice of Sale, unless precluded by an order, decree or judgment of any court of competent jurisdiction jurisdiction, and unless the Trustee, after consultation with counsel pursuant to under Section 2.10(c), determines in good faith that such proposed sale, transfer or other disposition does not comply with thus Agreement or the option this Agreement or applicable law, or is not in the best interest of the Company, the Trustee shall execute all documents and take all other action necessary to effect the sale or other transfer the number of shares of the Company's stock specified in Trust Shares covered by the Notice of Sale and represented by in accordance with the certificate or certificates surrendered therewith to the transferee named in provisions of such Notice of SaleNotice; and (iii) upon receipt of payment of a sum sufficient to cover any tax or government charges in respect of the transfer or delivery of such certificates, cause certificates representing the shares of the Company's stock Trust Shares to be transferred, such certificates to be duly endorsed for transfer or accompanied by duly executed instruments of, transfer to be delivered to the persons and place designated in the Notice of Sale; provided, however, that the Trustee shall have no obligation to collect or receive the purchase price or other consideration to be received by the transferring Beneficiary; and (iv) in the event the transferring Beneficiary is not selling, transferring or otherwise disposing of all shares of the Company's stock Trust Shares represented by the certificate or certificates surrendered with the Notice of Sale, upon the consummation of such sale, transfer or other disposition specified in the Notice of Sale, issue to the transferring Beneficiary a new certificate Trust Certificate or certificates in respect of such shares of Certificates for the Company's stock Trust Shares not sold, transferred or disposed of and which are subject to this Agreement. Notwithstanding the forgoing, the parties hereto acknowledge and agree that the Trustee and each of the Beneficiaries may effect any transfer of the Trust Shares in any transaction arranged by the Company. Further, the parties hereto agree and acknowledge that the Company will make reasonable efforts to file appropriate registration statement for any Trust Shares transferred pursuant to the provisions hereof.