Common use of Transfer Restricted Clause in Contracts

Transfer Restricted. 2.1.1 No Company Securities, or any interest therein, shall be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of, directly or indirectly, except in accordance with or as otherwise specifically permitted by the provisions of this Agreement or by applicable law. The Company shall not transfer upon its books and records any Company Securities purported to be transferred to any Person in violation of this Agreement. 2.1.2 In addition to each other restriction on transfer contained in this Agreement, except for Rule 144 Sales, a sale of shares in a public offering, a transfer to the Company and a sale pursuant to Section 2.3 or 2.4, no Securityholder shall sell, assign, transfer, pledge, hypothecate or otherwise encumber or dispose of any Company Securities, or any interest therein, to any Person (regardless of the manner in which such Securityholder initially acquired such Company Securities), unless (a) the certificates representing the securities issued to the Permitted Transferee bear a legend substantially to the following effect: "THE SECURITIES REPRESENTED HEREIN ARE SUBJECT TO THE PROVISIONS OF A SECURITYHOLDERS AGREEMENT DATED AS OF DECEMBER 11, 2002 (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY) AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ENCUMBERED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF SUCH SECURITYHOLDERS AGREEMENT." and (b) the Permitted Transferee shall have executed and delivered to the Company and each other Securityholder, as a condition to its acquisition of the Company Securities, a Joinder Agreement, in the form of Exhibit A hereto. 2.1.3 In addition to each other restriction on transfer contained in this Agreement, no Securityholder shall sell, assign, transfer, pledge, hypothecate or otherwise encumber or dispose of any Company Securities, or any interest therein, to any Person unless such sale, assignment, transfer, pledge, hypothecation or other encumbrance or disposition is pursuant to an effective registration statement under the Securities Act and under applicable state securities laws or an exemption from such registration is available. 2.1.4 Subject to Sections 2.3 and 2.4, in addition to each other restriction on transfer contained in this Agreement, no Minority Securityholder may assign, transfer or sell any Company Securities, or any interest therein, to any Person that is engaged, directly or indirectly, anywhere in the world, in any business conducted as of the date hereof by the Company ("Competitive Business"), and any such attempted assignment, transfer or sale in violation of this provision shall be null and void and shall not be recorded on the books of the Company; provided, however, that it shall not be a violation of this Section 2.1.4 for a Minority Securityholder to assign, transfer or sell any Company Securities, or any interest therein, in a registered public offering or a Rule 144 Sale or to a Person who (i) owns any debt securities or other debt obligations (other than convertible debt subject to clause (iii)) of any Person engaged in a Competitive Business and does not have any other interest prohibited hereunder, (ii) owns an interest in any Person that is not "engaged primarily in a Competitive Business" (as defined below) or (iii) owns securities representing less than five percent (5%) of the outstanding capital stock of any Person, the securities of which are publicly traded or listed on any securities exchange or automated quotation system. For purposes of this Section 2.1.4, "engaged primarily in a Competitive Business" shall mean that at least 30% of the consolidated net revenue derived during the last complete fiscal year of the Person is derived from a Competitive Business.

Transfer Restricted. 2.1.1 3.1.1 No Company SecuritiesCommon Stock, or any interest therein, shall be sold, assigned, transferred, pledged, hypothecated pledged or otherwise encumbered or disposed of, directly or indirectly, except in accordance with or as otherwise specifically permitted by the provisions of this Agreement or as required by applicable law. The Company shall not transfer upon its books and records any Company Securities shares of Common Stock purported to be transferred to any Person in violation of this Agreement. 2.1.2 3.1.2 In addition to each other restriction on transfer contained in this Agreement, except for Rule 144 Sales, a sale of shares in a public offering, offering and a transfer to the Company and a sale pursuant to Section 2.3 or 2.4Company, no Securityholder Stockholder shall sell, assign, transfer, pledge, hypothecate pledge or otherwise encumber or dispose of any Company Securities, shares of Common Stock or any interest therein, therein to any Person (regardless of the manner in which such Securityholder Stockholder initially acquired such Company SecuritiesCommon Stock), unless unless (a) the certificates representing the securities shares issued to the Permitted Transferee transferee bear a legend appropriate legends reflecting the restrictions on transfer contained in this Agreement substantially to the following effect: "THE SECURITIES SHARES REPRESENTED HEREIN BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF A SECURITYHOLDERS STOCKHOLDERS AGREEMENT DATED AS OF DECEMBER 11JANUARY 30, 2002 1998 (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY) AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ENCUMBERED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF SUCH SECURITYHOLDERS STOCKHOLDERS AGREEMENT." and (b) the Permitted Transferee transferee shall have executed and delivered to the Company and each other SecurityholderCompany, as a condition to its acquisition of the Company SecuritiesCommon Stock, a Joinder an appropriate document confirming that such transferee takes such shares subject to all the terms and conditions of this Agreement, in the form of Exhibit A hereto. 2.1.3 3.1.3 In addition to each other restriction on transfer contained in this Agreement, no Securityholder Stockholder shall sell, assign, transfer, pledge, hypothecate pledge or otherwise encumber or dispose of any Company Securitiesshares of Common Stock, or any interest therein, to any Person unless such sale, assignment, transfer, pledge, hypothecation pledge or other encumbrance or disposition is pursuant to an effective registration statement under the Securities Act and under applicable state securities laws or an exemption from such registration is available.. 8 2.1.4 Subject to Sections 2.3 and 2.4, 3.1.4 The restrictions on transfer contained in this Agreement are in addition to to, and not in limitation of, each other restriction on transfer contained in this the Merger Agreement, no Minority Securityholder may assign, transfer or sell any Company Securities, or any interest therein, to any Person that is engaged, directly or indirectly, anywhere in the world, in any business conducted as of the date hereof by the Company ("Competitive Business"), and any such attempted assignment, transfer or sale in violation of this provision shall be null and void and shall not be recorded on the books of the Company; provided, however, that it shall not be a violation of this Section 2.1.4 for a Minority Securityholder to assign, transfer or sell any Company Securities, or any interest therein, in a registered public offering or a Rule 144 Sale or to a Person who (i) owns any debt securities or other debt obligations (other than convertible debt subject to clause (iii)) of any Person engaged in a Competitive Business and does not have any other interest prohibited hereunder, (ii) owns an interest in any Person that is not "engaged primarily in a Competitive Business" (as defined below) or (iii) owns securities representing less than five percent (5%) of the outstanding capital stock of any Person, the securities of which are publicly traded or listed on any securities exchange or automated quotation system. For purposes of this Section 2.1.4, "engaged primarily in a Competitive Business" shall mean that at least 30% of the consolidated net revenue derived during the last complete fiscal year of the Person is derived from a Competitive Business.

Transfer Restricted. 2.1.1 3.1.1 No Company SecuritiesCommon Shares or Preferred Shares, or any interest therein, shall be sold, assigned, transferred, pledged, hypothecated pledged or otherwise encumbered or disposed of, directly or indirectly, except in accordance with or as otherwise specifically permitted by the provisions of this Agreement or by applicable lawAgreement. The Company shall not transfer upon its books and records any Company Securities Common Shares or Preferred Shares purported to be transferred to any Person in violation of this Agreement. 2.1.2 3.1.2 In addition to each other restriction on transfer contained in this Agreement, except for Rule 144 Sales, a sale of shares in a public offering, offering pursuant to the Registration Rights Agreement and a transfer to the Company and a sale pursuant to Section 2.3 or 2.4Company, no Securityholder Stockholder shall sell, assign, transfer, pledge, hypothecate or otherwise encumber or dispose of any Company Securities, Common Shares or Preferred Shares or any interest therein, therein to any Person (regardless of the manner in which such Securityholder Stockholder initially acquired such Company SecuritiesCommon Shares or Preferred Shares), unless unless (a) the certificates representing the securities shares issued to the Permitted Transferee transferee bear a legend appropriate legends reflecting the restrictions on transfer contained in this Agreement substantially to the following effect: "THE SECURITIES SHARES REPRESENTED HEREIN BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF A SECURITYHOLDERS SHAREHOLDERS AGREEMENT DATED AS OF DECEMBER 11JANUARY 15, 2002 1997 (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY) AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ENCUMBERED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF SUCH SECURITYHOLDERS SHAREHOLDERS AGREEMENT." and (b) the Permitted Transferee transferee shall have executed and delivered to the Company and each other SecurityholderCompany, as a condition to its acquisition of the Company SecuritiesCommon Shares or Preferred Shares, a Joinder as the case may be, an appropriate document confirming that such transferee takes such shares subject to all the terms and conditions of this Agreement, in the form of Exhibit A hereto. 2.1.3 3.1.3 In addition to each other restriction on transfer contained in this Agreement, no Securityholder Stockholder shall sell, assign, transfer, pledge, hypothecate pledge or otherwise encumber or dispose of any Company SecuritiesCommon Shares or Preferred Shares, or any interest therein, to any Person unless such sale, assignment, transfer, pledge, hypothecation pledge or other encumbrance or disposition is pursuant to an effective registration statement under the Securities Act and under applicable state securities laws or an exemption from such registration is available. 2.1.4 Subject to Sections 2.3 and 2.4, 3.1.4 The restrictions on transfer contained in this Agreement are in addition to to, and not in limitation of, each other restriction on transfer contained in this Agreement, no Minority Securityholder may assign, transfer or sell any Company Securities, or any interest therein, to any Person that is engaged, directly or indirectly, anywhere in the world, in any business conducted as of the date hereof by other agreement between the Company ("Competitive Business"), and any such attempted assignment, transfer or sale in violation of this provision shall be null and void and shall not be recorded on the books of the Company; provided, however, that it shall not be a violation of this Section 2.1.4 for a Minority Securityholder to assign, transfer or sell any Company Securities, or any interest therein, in a registered public offering or a Rule 144 Sale or to a Person who (i) owns any debt securities or other debt obligations (other than convertible debt subject to clause (iii)) of any Person engaged in a Competitive Business and does not have any other interest prohibited hereunder, (ii) owns an interest in any Person that is not "engaged primarily in a Competitive Business" (as defined below) or (iii) owns securities representing less than five percent (5%) of the outstanding capital stock of any Person, the securities of which are publicly traded or listed on any securities exchange or automated quotation system. For purposes of this Section 2.1.4, "engaged primarily in a Competitive Business" shall mean that at least 30% of the consolidated net revenue derived during the last complete fiscal year of the Person is derived from a Competitive BusinessStockholder.

Transfer Restricted. 2.1.1 No Company SecuritiesSECTION 7.01. This Warrant and the Warrant Shares may not be sold or otherwise disposed of except as follows: a. to a person, who, in the opinion of counsel satisfactory to the Company, is a person to whom this Warrant, or any interest thereinWarrant Shares, shall may legally be soldtransferred without registration and without the delivery of a current prospectus under the Act with respect thereto and then only, assignedif in the opinion of counsel to the Company then required under the Act, transferred, pledged, hypothecated or otherwise encumbered or disposed of, directly or indirectly, except in accordance against receipt of an agreement of such person to comply with or as otherwise specifically permitted by the provisions of this Agreement or by applicable law. The Company shall not transfer upon its books and records any Company Securities purported to be transferred Warrant with respect to any Person in violation resale or other disposition of this Agreement.such securities; or 2.1.2 In addition to each other restriction on transfer contained in this Agreement, except for Rule 144 Sales, a sale of shares in a public offering, a transfer to the Company and a sale pursuant to Section 2.3 or 2.4, no Securityholder shall sell, assign, transfer, pledge, hypothecate or otherwise encumber or dispose of any Company Securities, or any interest therein, b. to any Person (regardless person upon delivery of a prospectus then meeting the requirements of the manner in Act relating to such securities (as to which such Securityholder initially acquired such Company Securities), unless (a) the certificates representing the securities issued to the Permitted Transferee bear a legend substantially to the following effect: "THE SECURITIES REPRESENTED HEREIN ARE SUBJECT TO THE PROVISIONS OF A SECURITYHOLDERS AGREEMENT DATED AS OF DECEMBER 11, 2002 (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY) AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ENCUMBERED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF SUCH SECURITYHOLDERS AGREEMENT." and (b) the Permitted Transferee shall have executed and delivered to the Company and each other Securityholder, as a condition to its acquisition of the Company Securities, a Joinder Agreement, in the form of Exhibit A hereto. 2.1.3 In addition to each other restriction on transfer contained in this Agreement, no Securityholder shall sell, assign, transfer, pledge, hypothecate or otherwise encumber or dispose of any Company Securities, or any interest therein, to any Person unless such sale, assignment, transfer, pledge, hypothecation or other encumbrance or disposition is pursuant to an effective registration statement under the Securities Act shall then be in effect) and under applicable state securities laws the offering thereof for such sale or an exemption from such registration is availabledisposition. 2.1.4 Subject to Sections 2.3 and 2.4SECTION 7.02. 1. THIS WARRANT, in addition to each other restriction on transfer contained in this AgreementAND THE SHARES THAT MAY BE ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE ACT. NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, no Minority Securityholder may assignPLEDGED, transfer or sell any Company SecuritiesTRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE ACT. TRANSFERABILITY OF THIS WARRANT AND THE SHARES THAT MAY BE ACQUIRED UPON THE EXERCISE OF THIS WARRANT IS FURTHER LIMITED BY THE PROVISIONS OF THIS ARTICLE VII. NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE TRANSFERRED EXCEPT UPON THE CONDITIONS SPECIFIED IN THIS WARRANT, or any interest therein, to any Person that is engaged, directly or indirectly, anywhere in the world, in any business conducted as of the date hereof by the Company ("Competitive Business"), and any such attempted assignment, transfer or sale in violation of this provision shall be null and void and shall not be recorded on the books of the Company; provided, however, that it shall not be a violation of this Section 2.1.4 for a Minority Securityholder to assign, transfer or sell any Company Securities, or any interest therein, in a registered public offering or a Rule 144 Sale or to a Person who (i) owns any debt securities or other debt obligations (other than convertible debt subject to clause (iii)) of any Person engaged in a Competitive Business and does not have any other interest prohibited hereunder, (ii) owns an interest in any Person that is not "engaged primarily in a Competitive Business" (as defined below) or (iii) owns securities representing less than five percent (5%) of the outstanding capital stock of any Person, the securities of which are publicly traded or listed on any securities exchange or automated quotation system. For purposes of this Section 2.1.4, "engaged primarily in a Competitive Business" shall mean that at least 30% of the consolidated net revenue derived during the last complete fiscal year of the Person is derived from a Competitive BusinessAND NO TRANSFER OF THIS WARRANT OR ANY SUCH SHARES SHALL BE VALID OR EFFECTIVE UNLESS AND UNTIL SUCH CONDITIONS SHALL HAVE BEEN COMPLIED WITH.