Restrictions of Transfer. From the date of this Agreement until the consummation of the final Subsequent Closing (including the transfer of all Shares by Lorex to the Purchaser that are contemplated to be transferred prior to or at the final Subsequent Closing), other than as contemplated by this Agreement, Lorex shall not sell, sell short, transfer (including gift), pledge, encumber, assign or otherwise dispose (whether by sale, liquidation, dissolution, dividend, distribution or otherwise) of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of (each, a “Transfer”), any of the Shares or any interest contained therein, other than to the Purchaser. If requested by the Purchaser, Lorex take all action that may be required to place restrictive legends on the stock certificate(s) representing the Shares that impose the transfer restrictions set forth in this Section 6.1 and the proxy set forth in Section 6.2 (the “Specified Legends”). If requested by Purchaser, Lorex will promptly (and not more than two (2) Business Days following the date of such request) mail such certificates to the Company’s transfer agent or otherwise make such certificate(s) available to the Company for the placement of such legends. Lorex shall not take any action to remove the Specified Legends from such certificates.
Appears in 2 contracts
Sources: Purchase Agreement (Lorex Investments Ag), Purchase Agreement (Retail Ecommerce Ventures LLC)