Common use of Restrictions on Transfer of Common Stock Clause in Contracts

Restrictions on Transfer of Common Stock. Purchaser shall not, directly or indirectly, sell or transfer any Voting Stock except (i) to the Company or any person or group approved by the Company; or (ii) to any entity of which ▇▇▇▇▇▇▇ owns securities representing not less than a majority of the voting power and which agrees to accept such Voting Stock subject to the restrictions and obligations set forth in Section 5.5; or (iii) pursuant to a transaction involving the merger, sale or reorganization of the Company as approved by the Board of Directors of the Company; or (iv) pursuant to a bona fide public offering registered under the Securities Act of Voting Stock (which shall be structured to distribute such shares or rights through an underwriter or otherwise in the manner set forth in Article VI or in another manner reasonably calculated not to result in the transfer to a single person or group of beneficial ownership of Voting Stock with aggregate voting power of five percent (5%) of more of the total Voting Stock of the Company then outstanding); or (v) pursuant to Rule 144 (but not pursuant to Rule 144A) under the Securities Act (but only to the extent the sale or transfer of Voting Stock is in compliance with the volume limitations under paragraph (e) thereof, if applicable); or (vi) in response to (A) an offer to purchase or exchange for cash or other consideration any Voting Stock (1) which is made by or on behalf of the Company or (2) which is made by another person or group and is not opposed by the Board of Directors of the Company within the time such Board is required, pursuant to regulations under the Exchange Act, to advise the Company's shareholders of such Board's position on such offer, or (B) subject to the Company's right of first refusal as set forth in Section 5.10(b)(ii), any other tender offer made by another person or group to purchase or exchange for cash or other consideration any Voting Stock which, if successful, would result in such person or group owning or having the right to acquire Voting Stock with aggregate voting power of more than forty percent (40%) of the total Voting Stock of the Company then in effect; or (vii) subject to the Company's right of first refusal as set forth in Section 5.10(b)(i), in transactions not otherwise described herein as long as Purchaser reasonably believes that such transactions will not, directly or indirectly, result in any single person or group acquiring beneficial ownership of Voting Stock with aggregate voting power of five percent (5%) or more of the total Voting Stock of the Company then outstanding.