Common use of Disposition Restrictions Clause in Contracts

Disposition Restrictions. During the term of the Company, the Manager shall have no right or power to tender, transfer, pledge, hypothecate, or otherwise dispose of any of the Company NetSuite Shares, except: (i) To make Gifts as directed and in accordance with written instructions from the Member, or to make distributions to the Member to satisfy written requests to the Manager from the Member for distributions to fund Gifts (which requests shall include written certification to the Manager that all distributed shares will be promptly transferred to make a Gift and shall identify the intended donee); (ii) In the case of a disposition that occurs in connection with a Reorganization of NetSuite, or in connection with a tender offer for the purchase or exchange of more than 50% of outstanding capital stock (a “Tender Offer”) of NetSuite, which Tender Offer (A) has been approved or recommended by the Board of Directors of NetSuite and (B) the Manager has been instructed to tender into or accept in a writing received by the Manager from the Member; or (iii) To sell Company NetSuite Shares and distribute the resulting cash proceeds to the Member (or to make distributions in kind of Company NetSuite Shares to the Member for sale by the Member), in such amounts and at such times as the Accountant determines in good faith and notifies the Manager in writing are necessary for the Member to pay U.S. federal and applicable state income tax liabilities of the beneficial owner of the Member that are attributable to the Company (collectively “Tax Obligations”).