Common use of Resale Restriction Clause in Contracts

Resale Restriction. Niskayuna hereby agrees that it shall not sell, assign, transfer, encumber, pledge, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise dispose of 1,695,000 shares of Common Stock issued to it at the Effective Time, which includes the shares of Common Stock that have been deposited into escrow by Niskayuna under the Escrow Agreement ("Restricted Share Consideration"), as adjusted to reflect any stock splits or other similar corporate events, whether pursuant to Section 2 hereof, Rule 144 or any other exemption from the registration requirements of the Securities Act (the "Resale Restriction"), except (i) to Permitted Transferees (as hereinafter defined) who shall agree to be bound by the provisions of this Agreement, including this Section 9(b), (ii) to satisfy its obligations pursuant to the provisions of Article VIII of the Merger Agreement, (iii) in the event ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇. is no longer employed by the Company (other than a termination by him without Good Reason or a termination for Cause pursuant to his Employment Agreement with the Company ), (iv) from and upon a Change of Control and (v) except that portions of its Restricted Share Consideration shall be released from this Resale Restriction over time as provided in this Section 9(b) and it shall be entitled to sell a maximum of: (i) Fifteen percent (15%) of its Restricted Share Consideration after the first anniversary of the Closing Date; (ii) an additional twenty five percent (25%) of its Restricted Share Consideration after the second anniversary of the Closing Date; and (iii) the remaining sixty percent (60%) of its Restricted Share Consideration after the third anniversary of the Closing Date.