Common use of Restriction on Transfer, etc Clause in Contracts

Restriction on Transfer, etc. Unless it is expressly permitted in this Agreement, you will not sell, transfer, assign, mortgage, enter into a derivative transaction concerning, or otherwise deal in any way with your escrow securities or any related share certificates or other evidence of the escrow securities. If a Securityholder is a private company controlled by one or more directors, officers or employees of Big Flash or a holder of securities in or securities exchangeable or convertible into voting securities of Big Flash carrying more than 10% of the votes attached to all outstanding voting securities of Big Flash (collectively, the "Principals"), the Securityholder may not participate in a transaction that results in a change of its control or a change in the economic exposure of the Principals to the risks of holding escrow securities. Notwithstanding the foregoing, upon receipt of a written request from a Securityholder, the disinterested directors of Big Flash (as defined below) may consent to a proposed transfer within escrow of escrow securities in the circumstances and on such terms and conditions as they, in their sole discretion, may deem appropriate provided beneficial ownership of the escrow securities proposed to be transferred shall remain with the Securityholder following the transfer.