Common use of Limits on Clause in Contracts

Limits on. Transferability None of the Earnout Shares may be Transferred other than in a Permitted Transfer without the prior approval of the board of directors. Earnout Shares may only be Transferred in a Permitted Transfer if: (a) the Company is satisfied that the Transfer is a Permitted Transfer; and (b) the transferring holder and the Permitted Transferee enter into a written agreement in form and substance reasonably satisfactory to the Company providing such assurances as the Company may require relating to, among other things: (i) the eligibility of the Transfer as a Permitted Transfer; (ii) the Permitted Transferee’s acknowledgement of the transfer restrictions in respect of the Earnout Shares being transferred; and (iii) the Permitted Transferee’s agreement to be bound by all of the covenants, agreements and obligations of the transferring holder to the Company in respect of (x) matters relating to the Earnout Shares and (y) the transferring holder’s ownership of the Earnout Shares.