Common use of Restrictions on Transfers of Stock Clause in Contracts

Restrictions on Transfers of Stock. The Participant agrees for himself/herself and his/her heirs, legatees and legal representatives, with respect to all shares of Stock acquired pursuant to the terms and conditions of this Agreement (or any shares of Stock issued pursuant to a stock dividend or stock split thereon or any securities issued in lieu thereof or in substitution or exchange therefor), that he/she and his/her heirs, legatees and legal representatives will not sell or otherwise dispose of such shares except pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Act"), or except in a transaction which, in the opinion of counsel for the Company, is exempt from registration under the Act. As further conditions to the issuance of the Option Shares, the Participant agrees for himself/herself, and his/her heirs, legatees and legal representatives, prior to such issuance, to execute and deliver to the Company such investment representations and warranties, and to take such other actions, as counsel for the Company determines may be necessary or appropriate for compliance with the Act and any applicable securities laws. Unless otherwise determined by the Board, the Participant agrees that any certificate representing shares of Stock acquired upon exercise of the Option shall bear the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT, PURSUANT TO RULE 144 OR PURSUANT TO AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, AND SUCH QUALIFICATION IS NOT REQUIRED UNDER APPLICABLE STATE SECURITIES LAWS.

Restrictions on Transfers of Stock. The Participant agrees for himself/herself (a) No Shareholder shall Transfer any Stock, whether owned on the date hereof or acquired hereafter, without first, if applicable, complying with the provisions of Section 6 hereof and his/her heirsthen, legatees in each case as applicable, complying with the provisions of Section 7 hereof; provided that Beacon may Transfer up to 500,000 of its shares of Stock to any Affiliate or business associate of Beacon or its Affiliates without the need to comply with the provisions of Sections 6 or 7 (but, subject to the provisions of Section 4(b)). Notwithstanding any other provision hereof, no Management Shareholder may Transfer any Stock if, after giving effect to such Transfer, such Management Shareholder shall have Transferred in the aggregate an amount of Stock in excess of 5% of the outstanding Stock held by such Management Shareholder as of the date hereof, except that (i) from and legal representativesafter a Qualified IPO a Management Shareholder may Transfer Stock, (ii) a Management Shareholder may Transfer Stock in connection with the bona fide merger of the Company or bona fide sale of all or substantially all of the assets or equity securities of the Company, and (iii) a Management Shareholder may Transfer Stock as set forth in Section 5. Except with respect to all shares Transfers of Stock acquired pursuant to the terms and conditions of this Agreement (or any shares of Stock issued pursuant to a stock dividend or stock split thereon or any securities issued by Management Shareholders described in lieu thereof or in substitution or exchange therefor)Section 5, that he/she and his/her heirs, legatees and legal representatives will not sell or otherwise dispose of such shares except pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Act"), or except in a transaction which, in the opinion of counsel for the Company, is exempt from registration under the Act. As further conditions to the issuance of the Option Shares, the Participant agrees for himself/herself, and his/her heirs, legatees and legal representativeseach Management Shareholder shall, prior to any Transfer of Stock permitted by this Section 4, comply with the provisions of Sections 6 and 7 hereof, in each case as applicable. (b) Except in connection with a Public Sale, any Transferee of Stock (including any Transferee that is an Affiliate of a Transferor) who is not a Shareholder shall upon consummation of, and as a condition to, such issuance, to Transfer execute and deliver to the Company (which the Company shall then deliver to all other Shareholders) an agreement in form and substance satisfactory to Beacon pursuant to which it agrees to be bound by the terms of this Agreement for the benefit of the parties hereto and such investment representations and warrantiesTransferee shall thereafter be deemed to be a Shareholder for all purposes of this Agreement. (c) Any Transfer or attempted Transfer of Stock in violation of any provision of this Agreement shall be void, and to take such other actions, as counsel for the Company determines may be necessary shall not record such Transfer on its books or appropriate treat any purported Transferee of such Stock as the owner of such Stock for compliance with the Act and any applicable securities laws. Unless otherwise determined by the Board, the Participant agrees that any certificate representing shares of Stock acquired upon exercise of the Option shall bear the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT, PURSUANT TO RULE 144 OR PURSUANT TO AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, AND SUCH QUALIFICATION IS NOT REQUIRED UNDER APPLICABLE STATE SECURITIES LAWSpurpose.