Restriction on Transfer of the Shares. (a) Except as otherwise provided herein including as set forth in clause (b) below, Participant may not sell, transfer, assign, pledge, hypothecate or otherwise dispose of (collectively, "Transfer") any of the Shares, or any right, title or interest therein prior to August 30, 1997. Any purported Transfer or Transfers (including involuntary Transfers initiated by operation of legal process) of any of the Shares or any right, title or interest therein, except in strict compliance with the terms and conditions of this Agreement, shall be null and void. (b) Notwithstanding any provision of Section 2(a), Participant may Transfer any of the Shares, or any right, title or interest therein upon consummation of an Initial Public Offering meeting the requirements of Section 7(b)(i) or (ii) or, if later, after expiration of the lock-up period set forth in the Lock-up Agreement (as defined below) if the Participant executes and complies with the provisions of any reasonable lock-up agreement the Participant is requested to execute in connection with the Initial Public Offering (the "Lock-up Agreement"). All Transfers must comply with Section 7 of the Pledge Agreement.
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Restriction on Transfer of the Shares. (a) Except as otherwise provided herein including as set forth in clause (b) below, Participant may not sell, transfer, assign, pledge, hypothecate or otherwise dispose of (collectively, "Transfer") any of the Shares, or any right, title or interest therein prior to August 30, 1997. Any purported Transfer or Transfers (including involuntary Transfers initiated by operation of legal process) of any of the Shares or any right, title or interest therein, except in strict compliance with the terms and conditions of this Agreement, shall be null and void.
(b) Notwithstanding any provision of Section 2(a), Participant may Transfer any of the Shares, or any right, title or interest therein upon consummation of an Initial Public Offering meeting the requirements of Section 7(b)(i) or (ii) or, if later, after expiration of the lock-up period set forth in the Lock-up Lock Up Agreement (as defined below) if the Participant executes and complies with the provisions of any reasonable lock-up agreement the Participant is requested to execute in connection with the Initial Public Offering (the "Lock-up Agreement"). All Transfers must comply with Section 7 of the Pledge Agreement.
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Sources: Management Stock Subscription Agreement (Brylane Inc)