Baan Shares Sample Clauses

Baan Shares. Shareholder will not make any sale, transfer or other disposition of the Baan Shares, unless (i) there is in effect a registration statement under the Securities Act covering the proposed transfer; (ii) such proposed transfer is within the limitations of and in compliance with the terms and provisions of Rule 144 under the Securities Act; or (ii) Baan receives an unqualified written opinion of legal counsel addressed to Baan and in form and substance reasonably satisfactory to Baan's counsel, to the effect that the proposed transfer of Baan Shares may be effected without registration under the Securities Act.