Common use of Restrictions on Securities Clause in Contracts

Restrictions on Securities. 2.1 Member shall not, directly or indirectly, cause or permit any Transfer of any of the Units or Company Convertible Notes Owned by Member, or enter into any agreement relating thereto, without the prior written consent of Parent. Notwithstanding the foregoing, if Member is an individual, nothing herein shall prohibit Member from causing or permitting any of the following Transfers of Units or Company Convertible Notes: (a) to any member of Member’s immediate family or to a trust for the benefit of Member or any member of Member’s immediate family; or (b) upon the death of Member; provided, however, that a Transfer referred to in this sentence shall be permitted only if, as a precondition to such Transfer, the transferee agrees in a writing to be bound by all of the terms of this Joinder Agreement and delivers a copy thereof to Parent. 2.2 Member shall not, without the prior written consent of Parent, grant any proxies or powers of attorney with respect to any of the Units by Member, deposit any Units into a voting trust, or enter into a voting agreement with respect to any Units.