Common use of TRANSFER LIMITATION Clause in Contracts

TRANSFER LIMITATION. Without the approval of a majority of the Disinterested Directors, Investor shall not, and shall not permit any of its Affiliates (together with Investor, the “Investor Parties”) to, Transfer, directly or indirectly, any shares of Common Stock that are Beneficially Owned, directly or indirectly, by any of the Investor Parties (except in a Transfer in a public offering or to registered brokers or dealers in transactions over an exchange, in each case, where the identity of the Person who buys from or through such broker or intermediary is not known to Investor), if, immediately after giving effect to such Transfer, the Person that acquires such Common Stock (any such proposed transferee of securities, a “Transferee”) would, individually or together with any other Person, Beneficially Own more than 17.5% of the outstanding Common Stock (the “Transfer Triggering Event”), unless the Transferee, prior to or concurrently with the date of such Transfer Triggering Event, agrees in writing to promptly commence a tender offer to acquire all of the outstanding shares of Common Stock that complies with applicable securities laws, including Rule 14d-10 promulgated under the Exchange Act, at a cash price per share not less than the highest amount received by any of the Investor Parties from the Transferee subsequent to the date that is four months prior to the date of such Transfer Triggering Event (or, in the case of a Transfer made pursuant to any earlier understanding or agreement relating to such Transfer Triggering Event, subsequent to the date of such earlier understanding or agreement) or otherwise reasonably acceptable to a majority of the Disinterested Directors and on terms reasonably acceptable to a majority of the Disinterested Directors as regards to (i) certainty of consummation within a reasonable time period and (ii) availability of the requisite financing.