Restrictions on Transfer of Common Stock. 3.01 Restrictions on Transfer of Common Stock. Until the third anniversary of the date of this Agreement, ELM agrees that it will not sell or otherwise transfer (for the purposes of this section, "TRANSFER" is intended in the broadest sense and specifically includes, without limitation, a pledge of such shares (other than a pledge of shares to secure ordinary course loan(s) from unaffiliated commercial lender(s) or other unaffiliated financing source(s)) and any assignment by operation of law, but shall not include a change-in-control of ELM) any shares of Common Stock except (i) a transfer to any entity that is directly or indirectly 51% or more owned and controlled by ELM, provided that such entity agrees in writing to assume all of ELM's obligations under this Agreement and performs such obligations, (ii) if it shall have become illegal for ELM to own its shares of Common Stock directly or indirectly or exercise fully its rights of ownership with respect to its shares of Common Stock, ELM may sell such shares as applicable law requires, (iii) pursuant to an unsolicited tender offer by a non-Affiliate of ELM, (iv) any sale or other transfer of Common Stock by ELM or an Affiliate of ELM which results in ELM together with its Affiliates beneficially owning less than 51% of the outstanding Common Stock (on a fully diluted basis) and all holders of Common Stock (other than ELM and its Affiliates) are given the opportunity to sell all of their Common Stock in the transaction on substantially the same terms per share as ELM (provided, that such holders have the opportunity to receive all of their consideration in cash), and (v) any sale so long as, after giving effect to such sale, ELM and its Affiliates shall beneficially own 51% or more of the outstanding Common Stock on a fully diluted basis.
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Restrictions on Transfer of Common Stock. 3.01 Restrictions on Transfer of Common Stock. Until the third anniversary of the date of this Agreement, ELM agrees that it will not sell or otherwise transfer (for the purposes of this section, "TRANSFERtransfer" is intended in the broadest sense and specifically includes, without limitation, a pledge of such shares (other than a pledge of shares to secure ordinary course loan(s) from unaffiliated commercial lender(s) or other unaffiliated financing source(s)) and any assignment by operation of law, but shall not include a change-in-control of ELM) any shares of Common Stock except (i) a transfer to any entity that is directly or indirectly 51% or more owned and controlled by ELM, provided that such entity agrees in writing to assume all of ELM's ELM s obligations under this Agreement and performs such obligations, (ii) if it shall have become illegal for ELM to own its shares of Common Stock directly or indirectly or exercise fully its rights of ownership with respect to its shares of Common Stock, ELM may sell such shares as applicable law requires, (iii) pursuant to an unsolicited tender offer by a non-Affiliate of ELM, (iv) any sale or other transfer of Common Stock by ELM or an Affiliate of ELM which results in ELM together with its Affiliates beneficially owning less than 51% of the outstanding Common Stock (on a fully diluted basis) and all holders of Common Stock (other than ELM and its Affiliates) are given the opportunity to sell all of their Common Stock in the transaction on substantially the same terms per share as ELM (provided, that such holders have the opportunity to receive all of their consideration in cash), and (v) any sale so long as, after giving effect to such sale, ELM and its Affiliates shall beneficially own 51% or more of the outstanding Common Stock on a fully diluted basis.
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