Common use of Restriction on Resale Clause in Contracts

Restriction on Resale. (a) Unless otherwise agreed to by ProxyMed, no Designated Holder will resell the Registrable Securities without (i) registration under the Securities Act; (ii) compliance with Rule 144 promulgated under the Securities Act, or (iii) receipt of an opinion of counsel for the Designated Holder, acceptable to ProxyMed, to the effect that an exemption from registration is available; provided, however, that clause (iii) above shall not apply to any resale by a Designated Holder to an entity affiliated by common control (or other related entity) with such Designated Holder. All reasonable costs, fees and expenses of counsel for ProxyMed in connection with review of such opinion shall be borne by ProxyMed. (b) Unless otherwise agreed to by ProxyMed, and subject to Section 6(e) below, a Designated Holder will not sell more than 10% of the Registrable Securities beneficially owned by such Designated Holder as of the date of this Agreement on any single trading day. (e) In the event that a Designated Holder desires to sell 100% the Registrable Securities beneficially owned by such Designated Holder, such Designated Holder shall notify ProxyMed in writing of its intent to proceed with such sale (such notice, "Sale Notice"). The Sale Notice shall specify the number of shares of Common Stock proposed to be sold by the Designated Holder, the price per share of Common Stock on the date of the Sale Notice and the aggregate amount of cash to be paid to such Designated Holder for the purchase of the shares of Common Stock subject to the Sale Notice (the "Purchase Price"). ProxyMed shall have the right to provide written notice of its intention to purchase from the Designated Holder the Common Stock subject to the Sale Notice at the Purchase Price until 5 p.m. (New York City time) on or before the third Business Day immediately following the date of the Sale Notice (the "Purchase Period"). If ProxyMed has not purchased the Common Stock subject to the Sale Notice by payment of the Purchase Price to the Designated Holder in immediately available funds prior to the expiration of the fifth Business Day following the Purchase Period the Purchase Period, the Designated Holder may sell all, but not less than all, of the Common Stock subject to the Sale Notice to any Person without regard to the limitation set forth in Section 6(e) above so long as such sale is consummated within the 15 Business Day period following the termination of the Purchase Period.

Restriction on Resale. Each of the Cognetivity Shareholders acknowledges and agrees as follows: (a) Unless otherwise agreed the transfer of the Purchased Shares and the issuance of the Payment Shares in exchange therefor will be made pursuant to by ProxyMed, no Designated Holder will resell appropriate exemptions (the Registrable Securities without (i“Exemptions”) from the formal takeover bid and registration under the Securities Act; (ii) compliance with Rule 144 promulgated under the Securities Act, or (iii) receipt of an opinion of counsel for the Designated Holder, acceptable to ProxyMed, to the effect that an exemption from registration is available; provided, however, that clause (iii) above shall not apply to any resale by a Designated Holder to an entity affiliated by common control and prospectus (or other related entityequivalent) with such Designated Holder. All reasonable costs, fees and expenses requirements of counsel for ProxyMed in connection with review of such opinion shall be borne by ProxyMed.Applicable Securities Law; (b) Unless the CSE, in addition to any restrictions on transfer imposed by Applicable Securities Law, may require certain of the Payment Shares to be held in escrow in accordance with the policies of CSE and Applicable Securities Law. Utor agrees to use commercially reasonable efforts to ensure that the minimum restrictions on transfer permitted by the CSE and Applicable Securities Law are imposed on the Payment Shares and to provide the Cognetivity Shareholders, with the opportunity to make submissions to the CSE in respect of same; (c) as a consequence of acquiring the Payment Shares pursuant to the Exemptions: (i) Cognetivity Shareholders will be restricted from using certain of the civil remedies available under Applicable Securities Law; (ii) Cognetivity Shareholders may not receive information that might otherwise agreed be required to by ProxyMedbe provided to them, and subject to Section 6(eUtor is relieved from certain obligations that would otherwise apply under Applicable Securities Law if the Exemptions were not being relied upon by Utor; (iii) belowno securities commission, a Designated Holder stock exchange or similar regulatory authority has reviewed or passed on the merits of an investment in the Payment Shares; (iv) there is no government or other insurance covering the Payment Shares; and (v) an investment in the Payment Shares is speculative and of high risk; (d) the certificates representing the Payment Shares will not sell more than 10% bear such legends as required by Applicable Securities Law and the policies of the Registrable Securities beneficially owned by such Designated Holder as CSE and it is the responsibility of the date of this Agreement on any single trading day.Cognetivity Shareholders to find out what those restrictions are and to comply with them before selling the Payment Shares; and (e) In Each of the event that a Designated Holder desires to sell 100% the Registrable Securities beneficially owned by such Designated HolderCognetivity Shareholders is knowledgeable of, such Designated Holder shall notify ProxyMed in writing of its intent to proceed with such sale (such notice, "Sale Notice"). The Sale Notice shall specify the number of shares of Common Stock proposed to be sold by the Designated Holderor has been independently advised as to, the price per share Applicable Securities Law of Common Stock that jurisdiction which apply to the sale of the Purchased Shares and which may impose restrictions on the date resale of such Payment Shares in that jurisdiction and it is the responsibility of the Sale Notice Cognetivity Shareholders to find out what those resale restrictions are, and to comply with them before selling the aggregate amount of cash to be paid to such Designated Holder for the purchase of the shares of Common Stock subject to the Sale Notice (the "Purchase Price"). ProxyMed shall have the right to provide written notice of its intention to purchase from the Designated Holder the Common Stock subject to the Sale Notice at the Purchase Price until 5 p.m. (New York City time) on or before the third Business Day immediately following the date of the Sale Notice (the "Purchase Period"). If ProxyMed has not purchased the Common Stock subject to the Sale Notice by payment of the Purchase Price to the Designated Holder in immediately available funds prior to the expiration of the fifth Business Day following the Purchase Period the Purchase Period, the Designated Holder may sell all, but not less than all, of the Common Stock subject to the Sale Notice to any Person without regard to the limitation set forth in Section 6(e) above so long as such sale is consummated within the 15 Business Day period following the termination of the Purchase PeriodPayment Shares.

Restriction on Resale. The New Gen Shareholder acknowledges and agrees as follows: (a) Unless otherwise agreed the transfer of the Purchased Shares and the issuance of the Payment Shares in exchange therefor will be made pursuant to by ProxyMed, no Designated Holder will resell appropriate exemptions (the Registrable Securities without (i“Exemptions”) from the formal takeover bid and registration under the Securities Act; (ii) compliance with Rule 144 promulgated under the Securities Act, or (iii) receipt of an opinion of counsel for the Designated Holder, acceptable to ProxyMed, to the effect that an exemption from registration is available; provided, however, that clause (iii) above shall not apply to any resale by a Designated Holder to an entity affiliated by common control and prospectus (or other related entityequivalent) with such Designated Holder. All reasonable costs, fees and expenses requirements of counsel for ProxyMed in connection with review of such opinion shall be borne by ProxyMed.Applicable Securities Law; (b) Unless the CSE, in addition to any restrictions on transfer imposed by Applicable Securities Law, may require certain of the Payment Shares to be held in escrow in accordance with the policies of CSE and Applicable Securities Law. Fabula agrees to use commercially reasonable efforts to ensure that the minimum restrictions on transfer permitted by the CSE and Applicable Securities Law are imposed on the Payment Shares and to provide the New Gen Shareholder, with the opportunity to make submissions to the CSE in respect of same; (c) as a consequence of acquiring the Payment Shares pursuant to the Exemptions: (i) the New Gen Shareholder will be restricted from using certain of the civil remedies available under Applicable Securities Law; (ii) the New Gen Shareholder may not receive information that might otherwise agreed be required to by ProxyMedbe provided to it, and subject to Section 6(eFabula is relieved from certain obligations that would otherwise apply under Applicable Securities Law if the Exemptions were not being relied upon by Fabula; (iii) belowno securities commission, a Designated Holder stock exchange or similar regulatory authority has reviewed or passed on the merits of an investment in the Payment Shares; (iv) there is no government or other insurance covering the Payment Shares; and (v) an investment in the Payment Shares is speculative and of high risk; (d) the certificates representing the Payment Shares will not sell more than 10% bear such legends as required by Applicable Securities Law and the policies of the Registrable Securities beneficially owned by such Designated Holder as CSE and it is the responsibility of the date of this Agreement on any single trading day.New Gen Shareholder to find out what those restrictions are and to comply with them before selling the Payment Shares; and (e) In the event that a Designated Holder desires to sell 100% the Registrable Securities beneficially owned by such Designated HolderThe New Gen Shareholder is knowledgeable of, such Designated Holder shall notify ProxyMed in writing of its intent to proceed with such sale (such notice, "Sale Notice"). The Sale Notice shall specify the number of shares of Common Stock proposed to be sold by the Designated Holderor has been independently advised as to, the price per share Applicable Securities Law of Common Stock that jurisdiction which apply to the sale of the Purchased Shares and which may impose restrictions on the date resale of such Payment Shares in that jurisdiction and it is the responsibility of the Sale Notice New Gen Shareholder to find out what those resale restrictions are, and to comply with them before selling the aggregate amount of cash to be paid to such Designated Holder for the purchase of the shares of Common Stock subject to the Sale Notice (the "Purchase Price"). ProxyMed shall have the right to provide written notice of its intention to purchase from the Designated Holder the Common Stock subject to the Sale Notice at the Purchase Price until 5 p.m. (New York City time) on or before the third Business Day immediately following the date of the Sale Notice (the "Purchase Period"). If ProxyMed has not purchased the Common Stock subject to the Sale Notice by payment of the Purchase Price to the Designated Holder in immediately available funds prior to the expiration of the fifth Business Day following the Purchase Period the Purchase Period, the Designated Holder may sell all, but not less than all, of the Common Stock subject to the Sale Notice to any Person without regard to the limitation set forth in Section 6(e) above so long as such sale is consummated within the 15 Business Day period following the termination of the Purchase PeriodPayment Shares.