Common use of Restrictions on Transfer of Securities Clause in Contracts

Restrictions on Transfer of Securities. The Stockholder understands and agrees that the Certificate, the Certificate Consideration, the Acquisition Note and the Three Year Note to be issued pursuant to Sections 1.2 and 1.3 above will not have been registered under the Securities Act of 1933, as amended (the "Securities Act"), and will be issued in one or more transactions that are exempt from such registration requirements pursuant to Section 4(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder, will be deemed to be "restricted securities" within the meaning set forth in Rule 144 under the Securities Act, may not be resold without registration under, or an exemption, from the registration requirements of the Securities Act, and that the Company will impose stop transfer instructions against the shares of the Certificate and Certificate Consideration. The Certificate, the Certificate Consideration, the Acquisition Note and the Three Year Note issued pursuant to Sections 1.2 and 1.3 shall bear substantially the following legend: [THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN/THIS PROMISSORY NOTE HAS NOT BEEN] THE SUBJECT OF REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE AND THE SAME HAS/HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. [THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE/THIS PROMISSORY NOTE MAY NOT BE] SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR (II) AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER OR DISPOSITION DOES NOT VIOLATE THE ACT, THE RULES AND REGULATIONS THEREUNDER, OR APPLICABLE STATE SECURITIES LAWS.

Restrictions on Transfer of Securities. The Stockholder understands and agrees that Each certificate representing (i) the CertificatePurchased Shares or (ii) any other securities issued in respect of the Purchased Shares upon any stock split, the Certificate Considerationstock dividend, the Acquisition Note and the Three Year Note to be issued pursuant to Sections 1.2 and 1.3 above will not have been registered under the Securities Act of 1933recapitalization, as amended merger, consolidation or similar event (the securities described in clauses (i) and (ii) above being referred to collectively as "Securities ActRestricted Securities")) shall, and will unless otherwise permitted by this Section 4.9, be issued stamped or otherwise imprinted with a legend in one or more transactions that are exempt from such registration requirements pursuant to Section 4(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder, will be deemed to be "restricted securities" within the meaning set forth in Rule 144 under the Securities Act, may not be resold without registration under, or an exemption, from the registration requirements of the Securities Act, and that the Company will impose stop transfer instructions against the shares of the Certificate and Certificate Consideration. The Certificate, the Certificate Consideration, the Acquisition Note and the Three Year Note issued pursuant to Sections 1.2 and 1.3 shall bear substantially the following legend: [form (in addition to any other legend(s) required under any applicable state securities or "blue sky" laws): THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN/THIS PROMISSORY NOTE HAS NOT BEEN] THE SUBJECT OF REGISTRATION BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE AND THE SAME HAS/HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND OR OTHER JURISDICTION. SUCH LAWS. [THE SHARES REPRESENTED BY THIS CERTIFICATE SECURITIES MAY NOT BE/THIS PROMISSORY NOTE MAY NOT BE] BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED TRANSFERRED OR OTHERWISE DISPOSED OF IN ANY WAY IN THE ABSENCE OF (I) AN EFFECTIVE SUCH REGISTRATION STATEMENT UNDER THE ACT OR (II) DELIVERY OF AN OPINION OF TO THE COMPANY (FROM LEGAL COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY) REASONABLY SATISFACTORY TO THE ISSUER COMPANY TO THE EFFECT THAT SUCH THE SALE, TRANSFER OR OTHER DISPOSITION DOES NOT VIOLATE IS EXEMPT FROM REGISTRATION UNDER SUCH ACT AND LAWS. COPIES OF THE ACT, AGREEMENT COVERING THE RULES PURCHASE OF THESE SECURITIES AND REGULATIONS THEREUNDER, OR APPLICABLE STATE THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE RECORD HOLDER OF THE SECURITIES LAWSREPRESENTED BY THIS CERTIFICATE DIRECTED TO THE SECRETARY OF THE COMPANY. The Company shall promptly remove any such legend upon written request of the record holder of any such certificate accompanied by an opinion of counsel (by counsel reasonably acceptable to the Company) reasonably satisfactory to the Company to the effect that such legend is no longer required by applicable law and when such legend no longer is required by the terms of this Agreement.

Restrictions on Transfer of Securities. The Stockholder understands and agrees that (a) Until the Certificate, Company's initial distribution of securities in an underwritten public offering to the Certificate Consideration, the Acquisition Note and the Three Year Note to be issued general public pursuant to Sections 1.2 a registration statement filed with and 1.3 above will not have been registered under declared effective by the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended amended, which results in aggregate gross proceeds to the Company of at least $21 million (the "Securities ActPublic Offering"), each Stockholder hereby agrees not to sell, assign, dispose of, transfer, pledge or hypothecate any Securities, whether by operation of law or otherwise, except as expressly permitted by this Agreement. (b) Notwithstanding the provisions of subsection (a) above, if subsequent to five years from the date hereof any Stockholder (the "Selling Stockholder") desires to sell, assign, transfer or otherwise dispose of any Securities (the "Offered Securities"), such Selling Stockholder shall first obtain a bona fide written offer for such disposition (which must be for cash) from an independent and will unrelated third party. Upon receipt of such offer, the Selling Stockholder shall deliver to the Company, to the Investor and to the Founders written notice (the "Notice") setting forth the terms and conditions for the disposition, and the name and address of the person making such offer, together with a copy of the offer. The Company shall have the option to purchase all, but not less than all, of the Offered Securities upon the same terms and conditions set forth in the Notice. Such option shall be issued exercised by written notice (the "Company Notice") delivered by the Company to the Selling Stockholder and to the Investor and the Founders within 30 days after receipt by the Company of the Notice, which Notice shall specify the time (not more than 30 days after the date thereof) and a place of closing. If the Company does not exercise such option with respect to all the Offered Securities, the Investor and the Founders shall have the option to purchase all, but not less than all, of the Offered Securities upon the same terms and conditions set forth in one the Notice; provided, however, that if the aggregate amount of Securities desired to be purchased by the Investor and the Founders exceeds the total amount of Offered Securities, then the Investor and any Founders who desire to so purchase (the "Purchasing Parties") shall be entitled to purchase a pro rata number of such Offered Securities which is equal to the number of Offered Securities multiplied by a fraction, the numerator of which is the number of Common Shares owned by such Purchasing Party and the denominator of which is the total number of Common Shares owned by all Purchasing Parties; provided, further, that if a Purchasing Party elects to purchase less than its pro rata interest, the portion of its pro rata interest not purchased by it shall be purchased by the Purchasing Parties who desire to acquire in excess of their pro rata interests on a pro rata basis or as determined by all Purchasing Parties. Such option shall be exercised by written notice delivered to the Selling Stockholder within 20 days after expiration of the 30 day period. The closing of a purchase by the Purchasing Parties shall occur at the principal executive offices of the Company on the 45th business day after the expiration of the 20 day period. At closing, payment shall be made to the Selling Stockholder by certified or bank cashier's check made payable to the order of the Selling Stockholder, or by wire transfer of immediately available funds, against delivery by the Selling Stockholder of certificates representing the Offered Securities, duly endorsed for transfer, free and clear of all liens and encumbrances. If the Company, the Investor and the Founders shall not elect to acquire all the Offered Securities, the Selling Stockholder may make a disposition of the Offered Securities, but only to the person making the bona fide offer on terms and conditions no more transactions favorable to such person than those contained in the Notice; provided, however, that are exempt from such registration requirements pursuant disposition must occur within 90 days after the expiration of the 20 day period and the acquirer must agree to Section 4(2be bound by all the provisions of this Agreement, including this paragraph 1. If such disposition has not been consummated within such period, the Offered Securities shall again become subject to all of the restrictions of this Agreement. (c) The provisions of subsection (b) above shall not apply to sales, assignments, transfers or dispositions of the Securities Act and/or Rule 506 of Regulation D promulgated thereunderto a Stockholder's spouse or lineal descendants (or trusts for their benefit); provided, will be deemed however, that the transferee agrees in writing to be "restricted securities" within bound by the meaning set forth in Rule 144 under provisions of this Agreement; and provided, further, however, that this will not eliminate the Securities Act, may not be resold without registration under, Company's buy-back rights or obligations relating to stock of an exemption, from the registration requirements employee upon termination of the Securities Act, and that the Company will impose stop transfer instructions against the shares of the Certificate and Certificate Consideration. The Certificate, the Certificate Consideration, the Acquisition Note and the Three Year Note issued pursuant to Sections 1.2 and 1.3 shall bear substantially the following legend: [THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN/THIS PROMISSORY NOTE HAS NOT BEEN] THE SUBJECT OF REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE AND THE SAME HAS/HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. [THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE/THIS PROMISSORY NOTE MAY NOT BE] SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR (II) AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER OR DISPOSITION DOES NOT VIOLATE THE ACT, THE RULES AND REGULATIONS THEREUNDER, OR APPLICABLE STATE SECURITIES LAWSemployment.

Restrictions on Transfer of Securities. Removal of Restrictions on ------------------------------------------------------------------ Transfer of Securities. ---------------------- (a) The Stockholder Investor understands and agrees that the CertificatePurchased Securities have not been registered under the Securities Act, the Certificate Consideration, the Acquisition Note and the Three Year Note to be issued pursuant to Sections 1.2 and 1.3 above that accordingly they will not be fully transferable except as permitted under various exemptions contained in or promulgated by the Commission under the Securities Act, or upon satisfaction of the registration and prospectus delivery requirements of the Securities Act. The Investor acknowledges that he must bear the economic risk of his investment in the Purchased Securities for an indefinite period of time since they has not been registered under the Securities Act and therefore cannot be sold unless they are subsequently registered or an exemption from registration is available. (b) The Investor hereby agrees with the Company as follows: (i) The certificates evidencing the Purchased Securities, and each certificate issued in transfer thereof, will bear a legend to the following effect: "The securities evidenced by this certificate have not been registered under the Securities Act of 1933, as amended (1933 and have been taken for investment purposes only and not with a view to the "Securities Act")distribution thereof, and will such securities may not be sold or transferred unless there is an effective registration statement under such Act covering such securities or the issuer corporation receives an opinion of counsel (which may be counsel for the issuer corporation) stating that such sale or transfer is exempt from the registration and prospectus delivery requirements of such Act." (ii) The certificates representing the Purchased Securities, and each certificate issued in one or more transactions that are exempt from such registration requirements pursuant to Section 4(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereundertransfer thereof, will be deemed to be "restricted securities" within the meaning set forth in Rule 144 also bear any legend required under any applicable state securities law. (iii) Absent an effective registration statement under the Securities Act, covering the disposition of such securities, the Investor shall not sell, transfer, assign, pledge, hypothecate or otherwise dispose of any of the Purchased Securities without first providing the Company with an opinion of counsel (which may not be resold without registration undercounsel for the Company) to the effect that such sale, transfer, assignment, pledge, hypothecation or an exemption, other disposition will be exempt from the registration and the prospectus delivery requirements of the Securities ActAct and the registration or qualification requirements of any applicable state securities laws, and except that the Company will impose stop no such registration or opinion shall be required with respect to (A) a transfer instructions against the shares not involving a change in beneficial ownership or (B) a sale to be effected in accordance with Rule 144 of the Certificate and Certificate Consideration. Commission under the Securities Act (or any comparable exemption). (iv) The Certificate, Investor consents to the Certificate Consideration, Company's making a notation on its records or giving instructions to any transfer agent of the Acquisition Note and Purchased Securities in order to implement the Three Year Note issued pursuant to Sections 1.2 and 1.3 shall bear substantially restrictions on transfer of the following legend: [THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN/THIS PROMISSORY NOTE HAS NOT BEEN] THE SUBJECT OF REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE AND THE SAME HAS/HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. [THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE/THIS PROMISSORY NOTE MAY NOT BE] SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF Purchased Securities set forth in this subsection (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR (II) AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER OR DISPOSITION DOES NOT VIOLATE THE ACT, THE RULES AND REGULATIONS THEREUNDER, OR APPLICABLE STATE SECURITIES LAWSc).

Restrictions on Transfer of Securities. The Stockholder understands and agrees that the CertificateWarrant, the Certificate Warrant Consideration, the Acquisition Note and the Three Five Year Note to be issued pursuant to Sections 1.2 and 1.3 above and the shares of the Purchaser’s Common Stock issuable upon exercise of the Warrant and Warrant Consideration will not have been registered under the Securities Act of 1933, as amended (the "Securities Act"), and will be issued in one or more transactions that are exempt from such registration requirements pursuant to Section 4(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder, will be deemed to be "restricted securities" within the meaning set forth in Rule 144 under the Securities Act, may not be resold without registration under, or an exemption, from the registration requirements of the Securities Act, and that the Company will impose stop transfer instructions against the shares issuable upon exercise of the Certificate Warrant and Certificate Warrant Consideration. The CertificateWarrant, the Certificate Warrant Consideration, the Acquisition Note and the Three Five Year Note issued pursuant to Sections 1.2 and 1.3 and the certificates evidencing shares of Purchaser Common Stock issuable upon exercise of the Warrants and Warrant Consideration shall bear substantially the following legend: [NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN /THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN/THIS PROMISSORY NOTE HAS NOT BEEN] THE SUBJECT OF REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE AND THE SAME HAS/HAVE BEEN [(OR WILL BE, WITH RESPECT TO THE SECURITIES ISSUABLE UPON EXERCISE HEREOF)] ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. [NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY BE/THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE/THIS PROMISSORY NOTE MAY NOT BE] SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR (II) AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER OR DISPOSITION DOES NOT VIOLATE THE ACT, THE RULES AND REGULATIONS THEREUNDER, OR APPLICABLE STATE SECURITIES LAWS.

Restrictions on Transfer of Securities. The (a) Transfer of Securities Other than Executive Securities. No holder of any Securities (other than THL and CIVC) may sell, transfer, assign, pledge, be redeemed, have repurchased, or otherwise dispose of (a "Transfer") any interest in any Stockholder understands Shares or Partnership Securities (other than the Transfer of Executive Securities pursuant to the Executive Agreements) without the prior written consent of THL (which consent will not be unreasonably withheld), except pursuant to (i) the provisions of this paragraph 2, (ii) pursuant to a Public Sale or (iii) pursuant to a Sale of the Company or Sale of the Partnership, as applicable (with it being understood that any such Transfer for which the consent of THL has been obtained shall nonetheless be subject to the restrictions on Transfer set forth in this paragraph 2). Transfers (other than pledges) by THL and agrees that CIVC are subject to paragraph 2(c) hereof. Pledges of Securities by THL and the Certificateexercise of rights and remedies with respect thereto (including, without limitation, the Certificate Considerationforeclosure or realization upon, or sale or other disposition of, such Securities in respect of such pledge or in lieu thereof), shall not be restricted by the Acquisition Note and provisions of this Agreement or the Three Year Note Partnership Agreement, and, without limiting the generality of the foregoing, shall not be subject to be issued paragraph 2(c) hereof. The Company hereby irrevocably consents to the admission as a Substitute Limited Partner (as defined in the Partnership Agreement) of any successor to THL as the owner of any Securities pursuant to Sections 1.2 the exercise of any rights and 1.3 above will not have been registered under the Securities Act of 1933, as amended (the "Securities Act"), and will be issued in one or more transactions that are exempt from remedies with respect to such registration requirements pledge pursuant to Section 4(2) 11.1 of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder, will be deemed Partnership Agreement (subject to be "restricted securities" within the meaning set forth in Rule 144 under the Securities Act, may not be resold without registration under, or an exemption, from the registration requirements of Section 11.4 of the Partnership Agreement and to the immediately following sentence of this paragraph 2(a)). Neither THL nor CIVC will sell, transfer or otherwise convey any Securities Act, and that to any person who directly or indirectly owns (beneficially or otherwise) more than 5% of any class of securities of any entity engaged in the yellow pages business without the prior written consent of the other party other than pursuant to a Sale of the Company will impose stop transfer instructions against the shares or a Sale of the Certificate and Certificate Consideration. The Certificate, the Certificate Consideration, the Acquisition Note and the Three Year Note issued pursuant to Sections 1.2 and 1.3 shall bear substantially the following legend: [THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN/THIS PROMISSORY NOTE HAS NOT BEEN] THE SUBJECT OF REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE AND THE SAME HAS/HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. [THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE/THIS PROMISSORY NOTE MAY NOT BE] SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR (II) AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER OR DISPOSITION DOES NOT VIOLATE THE ACT, THE RULES AND REGULATIONS THEREUNDER, OR APPLICABLE STATE SECURITIES LAWSPartnership.