Common use of Restrictions on Transfers of Shares Clause in Contracts

Restrictions on Transfers of Shares. (a) The Investor agrees that it shall not, and shall not permit the Investor Group Members to, Transfer any Shares (or solicit any offers in respect of any Transfer of any Shares) (i) during the Original Standstill Period, except among the Investor and its Affiliates, or (ii) thereafter, without Disinterested Director Approval, to a Person or group (as defined in Section 13(d)(3) of the Exchange Act) if such Person or group would beneficially own in excess of 10% of the outstanding Shares following such Transfer; provided that (A) the foregoing clause (ii) shall not apply to (x) sales pursuant to Public Offerings, (y) sales structured as regular sales over NASDAQ or any other securities exchange on which the Shares are traded or (z) block sales to broker-dealers, and (B) after the fifth anniversary of the Closing, the Investor Group shall be permitted to Transfer all (but not less than all) of its Shares to a third party that has made an offer to the Company or its stockholders (including pursuant to a tender offer) to purchase all of the outstanding Shares; provided that, in the case of this clause (B), the price, form of consideration and other terms and conditions of the Transfer offered to the Investor Group are the same (or no more favorable) than the price, form of consideration and other terms and conditions offered to all other stockholders of the Company, other than (i) fair market consideration payable in exchange for entering into restrictive covenants and (ii) commercial agreements (including with respect to transition services) on arms’-length terms, in each case that the purchaser requires as a condition to the transaction (an offer meeting the criteria of this clause (B), a “Third Party Buyout Offer”). (b) The Investor agrees that it shall not Transfer any Shares (or solicit any offers in respect of any Transfer of any Shares) except in compliance with the Securities Act, any other applicable securities or “blue sky” laws. Except as set forth in this Section 6.01, neither the Investor nor any Investor Group Member shall be subject to any restriction on its ability to Transfer Shares or to solicit offers in respect of any such Transfer.

Restrictions on Transfers of Shares. (a) The For so long as the Aggregate Ownership Percentage of the Investor agrees that it shall notis greater than 9.9%, and shall not permit neither the Investor nor the Investor Group Members toshall at any time directly or indirectly, without approval of the Company Board, in any single transaction or series of related transactions, Transfer any Shares (or solicit any offers in respect of any Transfer of any the Shares) : (i) during the Original Standstill Period, except among the Investor and its Affiliates, or other than in accordance with all Applicable Laws; or (ii) thereafterto any Prohibited Transferee, without Disinterested Director Approval, to a Person or group (as defined in Section 13(d)(3) of other than any Transfer into the Exchange Act) if such Person or group would beneficially own in excess of 10% of the outstanding Shares following such Transfer; provided that (A) the foregoing clause (ii) shall not apply to (x) sales pursuant to Public Offerings, (y) sales structured as regular sales over NASDAQ or any other securities exchange on which the Shares are traded or (z) block sales to broker-dealers, and (B) after the fifth anniversary of the Closing, the Investor Group shall be permitted to Transfer all (but not less than all) of its Shares to a third party that has made an offer to the Company or its stockholders (including public market pursuant to a tender offer) to purchase all of the outstanding Shares; provided thatbona fide, in the case of this clause (B), the price, form of consideration and other terms and conditions of the Transfer offered to the Investor Group are the same (or no more favorable) than the price, form of consideration and other terms and conditions offered to all other stockholders of the Company, other than (i) fair market consideration payable in exchange for entering into restrictive covenants and (ii) commercial agreements (including with respect to transition services) on arms’-length termsbroadly distributed underwritten public offering, in each case that made pursuant to the Registration Rights Agreement and where the Investor Group Members effecting such Transfer has no reason to believe the purchaser requires is a Prohibited Transferee. Neither the Investor nor the Investor Group Members shall be deemed to have breached their obligations under Section 6.08(a)(ii) as a condition it relates to Activist Investors with respect to the transaction Transfer of Shares to any Person so long as the Investor or such Investor Group Member acts in good faith, based on generally available public information and the advice of its legal and financial advisors and after reasonable inquiry (an offer meeting including consultation with the criteria of this clause (BCompany), determine that neither such Person nor its Affiliates is an Activist Investor. The reporting by a Person of its ownership of the securities of an issuer on Schedule 13G shall be deemed to establish conclusively that such person is not an Activist Investor with respect to such issuer for purposes of the definition of “Third Party Buyout OfferActivist Investor”), except to the extent such person subsequently (but prior to such Transfer) files a Schedule 13D with respect to such issuer; provided that any such determination for any Person with respect to one issuer shall not preclude such Person from otherwise being an Activist Investor. (b) The Investor agrees that it shall not Transfer any Shares (or solicit any offers in respect of any Transfer of any Shares) except in compliance with the Securities Act, any other applicable federal or state securities or “blue sky” laws. Except as set forth in this Section 6.016.08, neither the Investor nor any Investor Group Member shall be subject to any restriction on its ability to Transfer Shares or to solicit offers in respect of any such Transfer. (c) If an Investor Group Member Transfers the Shares to another Investor Group Member, such other Investor Group Member shall agree in writing for the benefit of the Company (in form and substance reasonably satisfactory to the Company) to be bound by the terms of this Agreement and if the transferee and the transferor agree for the express benefit of the Company that the transferee shall Transfer the Shares so transferred back to the transferor at or before such time as the transferee ceases to be a Investor Group Member. (d) Any attempted Transfer in violation of this Section 6.08 shall be null and void ab initio.