Common use of Restriction on Transfer of Shares Clause in Contracts

Restriction on Transfer of Shares. (a) Except as provided in Section 2.1(b), prior to February 18, 2006, no Former MSI Stockholder may sell, assign, transfer, mortgage, alienate, pledge, hypothecate, create or permit to exist a security interest in or lien on, place in trust or in any other way encumber or otherwise dispose of (any of the foregoing shall constitute a "Transfer," and the consummation of such being a "Disposition") any Shares now owned or any interest therein except as expressly permitted by the terms and provisions of this Agreement. The Company shall have no obligation to recognize or accede to any Disposition or to register any Transfer of Shares on its books unless such Disposition is effected in accordance with the terms and provisions of this Agreement. No Person who purports to be a holder of Shares acquired in violation of the terms and provisions of this Agreement shall be entitled to any rights with respect to such Shares, including any rights to vote such Shares, to receive any dividends declared thereon, or to receive any notice with respect thereto under this Agreement or otherwise. The sale or transfer of outstanding equity securities of, or the issuance of equity securities of, a Former MSI Stockholder shall not be deemed a `Transfer' for the purposes of this Agreement. (b) Any Former MSI Stockholder may Transfer all or a portion of his, her or its Shares to (i) any Person to which such Former MSI Stockholder shall sell, assign or transfer all or substantially all of its assets; (ii) any Affiliate of such Former MSI Stockholder, including, any funds affiliated with such Former MSI Stockholder, (iii) any member, partner or stockholder of such Former MSI Stockholder; provided, however, that no Transfer of shares of Series A Preferred Stock shall be permitted pursuant to this clause (b)(iii), (iv) any other Former MSI Stockholder, (v) in connection with any sale of all or substantially all of the Company's assets, any Transfer of at least a majority of the Company's outstanding voting securities (as of immediately prior to such transfer) or any merger or consolidation in which the Company is not the surviving entity or any other transaction (or series of related transactions) following which the holders of the Company's outstanding capital stock prior to such transaction(s) do not own a majority of the outstanding capital stock of the Company (or any successor entity) immediately after such transaction (any such transaction, a "Sale Transaction"), or (vi) in connection with its exercise of any "piggy-back" or similar registration rights. If any Former MSI Stockholder intends to make a Disposition of all or a portion of his, her or its Shares pursuant to this paragraph, such Former MSI Stockholder shall give at least 15 days prior written notice of such proposed Disposition to the Company (except in respect of a Disposition pursuant to clauses (v) or (vi) above). Any such notice shall specify the number of Shares subject to such proposed Disposition, identify the proposed transferee and state the relationship between such Former MSI Stockholder and the proposed transferee.

Restriction on Transfer of Shares. (a) Except as provided in Section 2.1(b), prior to February 18the Lock Up Expiration Date, 2006, no Former MSI Stockholder the Restricted Parties may not sell, assign, transfer, mortgage, alienate, pledge, hypothecate, create or permit to exist a security interest in or lien on, place in trust or in any other way encumber or otherwise dispose of (any of the foregoing shall constitute a "Transfer," and the consummation of such being a "Disposition") any Shares now owned or any interest therein except as expressly permitted by the terms and provisions of this Agreement. The Company shall have no obligation to recognize or accede to any Disposition or to register any Transfer of Shares on its books unless such Disposition is effected in accordance with the terms and provisions of this Agreement. No Person who purports to be a holder of Shares acquired in violation of the terms and provisions of this Agreement shall be entitled to any rights with respect to such Shares, including any rights to vote such Shares, to receive any dividends declared thereon, or to receive any notice with respect thereto under this Agreement or otherwise. The sale or transfer of outstanding equity securities of, or the issuance of equity securities of, a Former MSI Stockholder shall not be deemed a `Transfer' for the purposes of this Agreement. (b) Any Former MSI Stockholder Restricted Party may Transfer all or a portion of his, her his or its Shares to (i) any Person to which such Former MSI Stockholder Restricted Party shall sell, assign or transfer all or substantially all of its assets; or (ii) any Affiliate of such Former MSI Stockholder, including, any funds affiliated with such Former MSI Stockholder, (iii) any member, partner or stockholder of such Former MSI Stockholder; provided, however, that no Transfer of shares of Series A Preferred Stock shall be permitted pursuant to this clause (b)(iii), (iv) any other Former MSI Stockholder, (v) in connection with any sale of all or substantially all of the Company's assets, any Transfer of at least a majority of the Company's outstanding voting securities (as of immediately prior to such transfer) or any merger or consolidation in which the Company is not the surviving entity or any other transaction (or series of related transactions) following which the holders of the Company's outstanding capital stock prior to such transaction(s) do not own a majority of the outstanding capital stock of the Company (or any successor entity) immediately after such transaction (any such transaction, a "Sale Transaction"), or (vi) in connection with its exercise of any "piggy-back" or similar registration rightsRestricted Party. If any Former MSI Stockholder a Restricted Party intends to make a Disposition of all or a portion of his, her or its Shares pursuant to this paragraph, such Former MSI Stockholder Restricted Party shall give at least 15 30 days prior written notice of such proposed Disposition to the Company (except in respect Company, a copy of a Disposition pursuant which shall be given to clauses (v) or (vi) above)the Former MSI Stockholders. Any such notice shall specify the number of Shares subject to such proposed Dispositiondisposition, identify the proposed transferee and state the relationship between such Former MSI Stockholder Restricted Party and the proposed transferee.

Restriction on Transfer of Shares. (a) Except as provided in Section 2.1(bSuch Shareholder shall not, directly or indirectly: (i) offer for sale, sell (including short sales), prior to February 18, 2006, no Former MSI Stockholder may sell, assign, transfer, mortgage, alienatetender, pledge, hypothecateencumber, create or permit to exist a security interest in or lien on, place in trust or in any other way encumber assign or otherwise dispose of (including by gift) or enter into any contract, option, derivative, hedging or other arrangement or understanding (including any profit-sharing arrangement) with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of any or all of the Subject Common Shares or any interest therein (any of the foregoing, a “Transfer”), except to any affiliate of such Shareholder or to another Shareholder, provided in the case of a Transfer to an affiliate that such affiliate agrees in writing to be bound by the terms of this Agreement, or Transfers which occur by operation of law, with the Company’s prior written consent or to Purchaser immediately prior to the Effective Time in accordance with the Contribution Agreement, (ii) grant any proxies or powers of attorney (other than to an affiliate of such Shareholder that agrees in writing to be bound by the terms of this Agreement or to another Shareholder or other Shareholders) with respect to the Subject Common Shares, deposit any of the Subject Common Shares into a voting trust or enter into any other voting arrangement (other than with an affiliate of such Shareholder that agrees in writing to be bound by the terms of this Agreement or with another Shareholder or other Shareholders) or permit to exist any other Lien of any nature whatsoever with respect to the Subject Common Shares (other than such other Liens created by or arising under this Agreement or existing by operation of law), (iii) exercise the right to convert any shares of Class B Common Stock into shares of Class A Common Stock or (iv) commit or agree to take any of the foregoing shall constitute a "Transfer," and the consummation of such being a "Disposition") any Shares now owned or any interest therein except as expressly permitted by the terms and provisions of this Agreement. The Company shall have no obligation to recognize or accede to any Disposition or to register any Transfer of Shares on its books unless such Disposition is effected in accordance with the terms and provisions of this Agreement. No Person who purports to be a holder of Shares acquired in violation of the terms and provisions of this Agreement shall be entitled to any rights with respect to such Shares, including any rights to vote such Shares, to receive any dividends declared thereon, or to receive any notice with respect thereto under this Agreement or otherwise. The sale or transfer of outstanding equity securities of, or the issuance of equity securities of, a Former MSI Stockholder shall not be deemed a `Transfer' for the purposes of this Agreementactions. (b) Any Former MSI Stockholder may Transfer all Notwithstanding anything to the contrary set forth herein, transfers of an aggregate of up to 450,000 shares of Class A Common Stock held of record by the Trust in satisfaction of pecuniary bequests existing on the date hereof shall not be a breach of this Agreement or a portion deemed to be transfers prohibited hereby, provided that contemporaneously with any such transfer, an amount in cash equal to the product of his, her or its Shares to (i) any Person to which such Former MSI Stockholder shall sell, assign or transfer all or substantially all of its assets; (ii) any Affiliate of such Former MSI Stockholder, including, any funds affiliated with such Former MSI Stockholder, (iii) any member, partner or stockholder of such Former MSI Stockholder; provided, however, that no Transfer the number of shares of Series Class A Preferred Common Stock shall be permitted pursuant so transferred multiplied by the Merger Consideration is contributed to this clause (b)(iii), (iv) any other Former MSI Stockholder, (v) in connection with any sale of all or substantially all of the Company's assets, any Transfer of at least a majority of the Company's outstanding voting securities (as of immediately prior to such transfer) or any merger or consolidation in which the Company is not the surviving entity or any other transaction (or series of related transactions) following which the holders of the Company's outstanding capital stock prior to such transaction(s) do not own a majority of the outstanding capital stock of the Company (or any successor entity) immediately after such transaction (any such transaction, a "Sale Transaction"), or (vi) in connection with its exercise of any "piggy-back" or similar registration rights. If any Former MSI Stockholder intends to make a Disposition of all or a portion of his, her or its Shares pursuant to this paragraph, such Former MSI Stockholder shall give at least 15 days prior written notice of such proposed Disposition to the Company (except in respect of a Disposition pursuant to clauses (v) or (vi) above). Any such notice shall specify the number of Shares subject to such proposed Disposition, identify the proposed transferee and state the relationship between such Former MSI Stockholder and the proposed transfereePurchaser.

Restriction on Transfer of Shares. (a) Except as provided in Section 2.1(b) and 2.1(c), prior to February 18the Lock Up Expiration Date, 2006, no Former MSI Stockholder Graziano may not sell, assign, transfer, mortgage, alienate, pledge, hypothecate▇▇▇▇▇▇▇▇ate, create or permit to exist a security interest in or lien on, place in trust or in any other way encumber or otherwise dispose of (any of the foregoing shall constitute a "Transfer," and the consummation of such being a "Disposition") any Shares now owned or any interest therein except as expressly permitted by the terms and provisions of this Agreement. The Company shall have no obligation to recognize or accede to any Disposition or to register any Transfer of Shares on its books unless such Disposition is effected in accordance with the terms and provisions of this Agreement. No Person who purports to be a holder of Shares acquired in violation of the terms and provisions of this Agreement shall be entitled to any rights with respect to such Shares, including any rights to vote such Shares, to receive any dividends declared thereon, or to receive any notice with respect thereto under this Agreement or otherwise. The sale or transfer of outstanding equity securities of, or the issuance of equity securities of, a Former MSI Stockholder shall not be deemed a `Transfer' for the purposes of this Agreement. (b) Any Former MSI Stockholder Graziano may Transfer all or a portion of his, her his Shares for estate plann▇▇▇ ▇▇▇▇oses to a trust or its Shares to (i) any Person to which such Former MSI Stockholder shall sell, assign or transfer all or substantially all of its assets; (ii) any Affiliate of such Former MSI Stockholder, including, any funds affiliated with such Former MSI Stockholder, (iii) any member, partner or stockholder of such Former MSI Stockholder; provided, however, that no Transfer of shares of Series A Preferred Stock shall be permitted pursuant to this clause (b)(iii), (iv) any other Former MSI Stockholder, (v) in connection with any sale of all or substantially all of the Company's assets, any Transfer of at least a majority of the Company's outstanding voting securities (as of immediately prior to such transfer) or any merger or consolidation in which the Company is not the surviving entity or any other transaction (or series of related transactions) following which the holders of the Company's outstanding capital stock prior to such transaction(s) do not own a majority of the outstanding capital stock of the Company (or any successor entity) immediately after such transaction (any such transaction, a "Sale Transaction"), or (vi) in connection with its exercise of any "piggy-back" or similar registration rightssolely owned and controlled by Graziano. If any Former MSI Stockholder Graziano intends to make a Disposition of all or a portion of his, her or its Shares pursuant porti▇▇ ▇▇ ▇▇s Sha▇▇▇ ▇▇▇▇uant to this paragraph, such Former MSI Stockholder he shall give at least 15 30 days prior written notice of such proposed Disposition to the Company (except in respect of a Disposition pursuant to clauses (v) or (vi) above)Company. Any such notice shall specify the number of Shares subject to such proposed Dispositiondisposition, identify the proposed transferee and state the relationship between such Former MSI Stockholder Graziano and the proposed transferee. (c) Notwithstandin▇ ▇▇▇ ▇▇ovision to the contrary contained herein, on or after the Lock Up Expiration Date, Graziano (or any transferee allowed under Section 2.1(b) ▇▇▇▇▇ to which Shares have been transferred) shall be permitted to Transfer or Dispose of the Shares in any lawful manner without notice to the Company unless, and to the extent, required by applicable law.

Restriction on Transfer of Shares. (a) Except as provided in Section 2.1(b), prior to February 18August ___, 20062009, no Former MSI Helio Stockholder may sell, assign, transfer, mortgage, alienate, pledge, hypothecate, create or permit to exist a security interest in or lien on, place in trust or in any other way encumber or otherwise dispose of (any of the foregoing shall constitute a "“Transfer," ” and the consummation of such being a "“Disposition"”) any Shares now owned or any interest therein except as expressly permitted by the terms and provisions of this Agreement. The Company shall have no obligation to recognize or accede to any Disposition or to register any Transfer of Shares on its books unless such Disposition is effected in accordance with the terms and provisions of this Agreement. No Person who purports to be a holder of Shares acquired in violation of the terms and provisions of this Agreement shall be entitled to any rights with respect to such Shares, including any rights to vote such Shares, to receive any dividends declared thereon, or to receive any notice with respect thereto under this Agreement or otherwise. The sale or transfer of outstanding equity securities of, or the issuance of equity securities of, a Former MSI Stockholder shall not be deemed a `Transfer' for the purposes of this Agreement. (b) Any Former MSI Helio Stockholder may Transfer all or a portion of his, her or its Shares to (i) any Person to which such other Former MSI Stockholder shall sellHelio Stockholder, assign or transfer all or substantially all of its assets; (ii) any Affiliate of such Former MSI Stockholdera trust, includingspouse, any funds affiliated with such Former MSI Stockholderchild, parent or sibling for bona fide estate planning purposes, (iii) any member, partner or stockholder of such Former MSI Stockholder; provided, however, that no Transfer of shares of Series A Preferred Stock shall be permitted pursuant to this clause (b)(iii), (iv) any other Former MSI Stockholder, (v) in connection with any sale of all or substantially all of the Company's ’s assets, any Transfer transfer of at least a majority of the Company's ’s outstanding voting securities (as of immediately prior to such transfer) or any merger or consolidation in which the Company is not the surviving entity or any other transaction (or series of related transactions) following which the holders of the Company's outstanding capital stock prior to such transaction(s) do not own a majority of the outstanding capital stock of the Company (or any successor entity) immediately after such transaction (any such transaction, a "“Sale Transaction"”), or (viiv) in connection with its exercise of any "demand, “piggy-back" ” or similar registration rights. If any Former MSI Helio Stockholder intends to make a Disposition of all or a portion of his, her or its Shares pursuant to this paragraph, such Former MSI Helio Stockholder shall give at least 15 days prior written notice of such proposed Disposition to the Company (except in respect of a Disposition pursuant to clauses (vii) or (viiii) above). Any such notice shall specify the number of Shares subject to such proposed Dispositiondisposition, identify the proposed transferee and state the relationship between such Former MSI Helio Stockholder and the proposed transferee.

Restriction on Transfer of Shares. 1.1. Transfers to be Made Only as Permitted by this Agreement. No -------------------------------------------------------- Founder may transfer any Shares (a) Except as provided defined in Section 2.1(b), prior to February 18, 2006, no Former MSI Stockholder may sell, assign, transfer, mortgage, alienate, pledge, hypothecate, create or permit to exist a security interest in or lien 6.1) acquired on, place in before or after the date of this Agreement, except to his spouse, children, parents or grandchildren or a trust or in any other way encumber or otherwise dispose for the benefit of (any of the foregoing shall constitute (a "Transfer," and the consummation of such being a "DispositionPermitted Transferee") or as specifically required or permitted by this Agreement, and any Shares now owned or purported transfer in any interest therein other manner shall be void. In addition, no Permitted Transferee may transfer any Shares, except as expressly specifically required or permitted by this Agreement, and any purported transfer in any other manner shall be void. No transfer may be made to a Permitted Transferee unless the terms Permitted Transferee (or his or her custodian or guardian) executes and delivers a written agreement, in form and substance satisfactory to the Company, agreeing to be bound by the provisions of this Agreement, and thereupon such Permitted Transferee shall be deemed a "Shareholder" for all purposes of this Agreement. STAAR may transfer its Shares without any restriction whatsoever, other than compliance with Section 3.1 of this Agreement, compliance with applicable securities laws and the requirement that the transferee agree to be bound by the terms of this Agreement, subject to the same rights and obligations as STAAR. Any person to whom STAAR transfers its Shares under this Agreement shall be deemed a "Shareholder" for all purposes. The Company shall have no obligation not issue any shares of common stock (including upon exercise of options issued by the Company) unless the person to recognize or accede whom such shares are issued executes and delivers a written agreement, in form and substance satisfactory to any Disposition or to register any Transfer of Shares on its books unless such Disposition is effected in accordance with the terms and provisions of this Agreement. No Person who purports STAAR, agreeing to be a holder of Shares acquired in violation of bound by the terms and provisions of this Agreement shall be entitled to any rights with respect to such Shares, including any rights to vote such Shares, to receive any dividends declared thereon, or to receive any notice with respect thereto under this Agreement or otherwise. The sale or transfer of outstanding equity securities of, or the issuance of equity securities of, as a Former MSI Stockholder shall not be deemed a `Transfer' for the purposes of this AgreementShareholder. (b) Any Former MSI Stockholder may Transfer all or a portion of his, her or its Shares to (i) any Person to which such Former MSI Stockholder shall sell, assign or transfer all or substantially all of its assets; (ii) any Affiliate of such Former MSI Stockholder, including, any funds affiliated with such Former MSI Stockholder, (iii) any member, partner or stockholder of such Former MSI Stockholder; provided, however, that no Transfer of shares of Series A Preferred Stock shall be permitted pursuant to this clause (b)(iii), (iv) any other Former MSI Stockholder, (v) in connection with any sale of all or substantially all of the Company's assets, any Transfer of at least a majority of the Company's outstanding voting securities (as of immediately prior to such transfer) or any merger or consolidation in which the Company is not the surviving entity or any other transaction (or series of related transactions) following which the holders of the Company's outstanding capital stock prior to such transaction(s) do not own a majority of the outstanding capital stock of the Company (or any successor entity) immediately after such transaction (any such transaction, a "Sale Transaction"), or (vi) in connection with its exercise of any "piggy-back" or similar registration rights. If any Former MSI Stockholder intends to make a Disposition of all or a portion of his, her or its Shares pursuant to this paragraph, such Former MSI Stockholder shall give at least 15 days prior written notice of such proposed Disposition to the Company (except in respect of a Disposition pursuant to clauses (v) or (vi) above). Any such notice shall specify the number of Shares subject to such proposed Disposition, identify the proposed transferee and state the relationship between such Former MSI Stockholder and the proposed transferee.

Restriction on Transfer of Shares. (a) Except as provided in Section 2.1(b)No Stockholder shall sell, prior to February 18, 2006, no Former MSI Stockholder may selltransfer, assign, transfer, mortgage, alienate, pledge, hypothecate, create or permit to exist a security interest in or lien on, place in trust or in any other way encumber hypothecate or otherwise dispose of (whether with or without consideration and whether voluntarily or by operation of law) any of the foregoing shall constitute interest in his, her or its Shares (a "Transfer," and the consummation of such being a "Disposition") at any Shares now owned or any interest therein time, except as expressly permitted by the terms and provisions pursuant to clause (c) of this Agreement. The Company shall have no obligation to recognize Section 2, Sections 3, 4, 5, 7 or accede to any Disposition or to register any Transfer of Shares on its books unless such Disposition is effected in accordance with the terms and provisions of this Agreement. No Person who purports to be a holder of Shares acquired in violation of the terms and provisions of this Agreement shall be entitled to any rights 9 hereof, or, with respect to such Sharesany Stockholder other than the Genstar Investors and their Affiliates, including any rights to vote such Shareswithout the prior written approval of Genstar, to receive any dividends declared thereon, or to receive any notice with respect thereto under this Agreement or otherwise. The sale or transfer of outstanding equity securities of, or the issuance of equity securities of, a Former MSI Stockholder which approval shall not be deemed a `Transfer' for unreasonably withheld or delayed (but which approval may be conditioned upon the purposes of transferee agreeing to be bound by this Agreement); provided, however, that Genstar may withhold such approval in its sole discretion with regard to any proposed Transfer to a Competitor, or an Affiliate of a Competitor, of the Company; provided further that Genstar shall provide each Significant Holder with prompt notice following any such Transfer approval. (b) Any Former MSI attempt to Transfer any Shares not in compliance with this Agreement shall be null and void and neither the Company nor any transfer agent shall give any effect in the Company's stock records to such attempted Transfer. (c) The restrictions set forth in this Section 2 shall not apply with respect to any Transfer of Shares by any Stockholder may Transfer all or a portion of his, her or its Shares to (i) any Person to which such Former MSI Stockholder shall sellthe Company pursuant to Section 7 or Section 5 (except Transfers from the Genstar Investors and their Affiliates), assign or transfer all or substantially all of its assets; (ii) in the case of any Affiliate Stockholder who is a natural person, pursuant to applicable laws of descent and distribution or among such Former MSI Stockholder's Family Group or Affiliates, including, any funds affiliated with such Former MSI Stockholderas applicable, (iii) in the case of any memberStockholder, partner to its respective officers, directors, employees, partners or stockholder members or Affiliates, and (iv) as to any Stockholder, pursuant to a Public Sale (each such Transfer collectively referred to herein as a "Permitted Transfer" and each such transferee referred to herein as a "Permitted Transferee"); provided that the restrictions contained in this Section 2 shall continue to be applicable to the Shares after any such Transfer (other than a Transfer to the Company or as provided in Section 2(e) hereof); provided, further that the transferees of such Former MSI StockholderShares (other than in the case where the Company is the transferee and other than a Transfer pursuant to a Public Sale) shall have agreed in writing to be bound by the provisions of this Agreement affecting the Shares so transferred and shall execute and deliver to the Company and the other Stockholders a counterpart of this Agreement; provided, however, that no notwithstanding the foregoing, a Transfer to a Competitor, or an Affiliate of shares of Series A Preferred Stock shall be permitted pursuant to this clause (b)(iii)a Competitor, (iv) any other Former MSI Stockholder, (v) in connection with any sale of all or substantially all of the Company's assets, any Transfer of at least a majority of the Company's outstanding voting securities (as of immediately prior to such transfer) or any merger or consolidation in which the Company is not the surviving entity or any other transaction (or series of related transactions) following which the holders of the Company's outstanding capital stock prior to such transaction(s) do not own a majority of the outstanding capital stock of the Company shall not be a Permitted Transfer. For purposes of this Agreement, "Family Group" means as to any Stockholder who is a natural person his or her spouse, siblings, parents and descendants (whether natural or adopted) and any successor entity) immediately after such transaction (any such transaction, a "Sale Transaction"), or (vi) in connection with its exercise of any "piggy-back" or similar registration rights. If any Former MSI Stockholder intends to make a Disposition of all or a portion of his, her or its Shares pursuant to this paragraph, such Former MSI Stockholder shall give at least 15 days prior written notice trust solely for the benefit of such proposed Disposition to the Company (except in respect of a Disposition pursuant to clauses (v) Stockholder or (vi) above). Any such notice shall specify the number of Shares subject to such proposed Dispositionhis or her spouse, identify the proposed transferee and state the relationship between such Former MSI Stockholder and the proposed transfereesiblings, parents and/or descendants.

Restriction on Transfer of Shares. (a) Except as provided in Section 2.1(b), prior to February 18July 31, 20062003, no Former MSI Stockholder may not sell, assign, transfer, mortgage, alienate, pledge, hypothecate, create or permit to exist a security interest in or lien on, place in trust or in any other way encumber or otherwise dispose of (any of the foregoing shall constitute a "Transfer," and the consummation of such being a "Disposition") any Shares now owned or hereafter acquired or any interest therein except as expressly permitted by the terms and provisions of this Agreement. The Company shall have no obligation to recognize or accede to any Disposition or to register any Transfer of Shares on its books unless such Disposition is effected in accordance with the terms and provisions of this Agreement. No Person who purports to be a holder of Shares acquired in violation of the terms and provisions of this Agreement shall be entitled to any rights with respect to such Shares, including any rights to vote such Shares, to receive any dividends declared thereon, or to receive any notice with respect thereto under this Agreement or otherwise. The sale or transfer of outstanding equity securities of, or the issuance of equity securities of, a Former MSI Stockholder shall not be deemed a `Transfer' for the purposes of this Agreement. (b) Any Former MSI Stockholder may Transfer all or a portion of his, her or its Shares to (i) any Person to which such Former MSI Stockholder shall sell, assign or transfer all or substantially all of its assets; (ii) any Affiliate of such Former MSI Stockholder, including, any funds affiliated with such Former MSI Stockholder, or (iii) any member, partner or stockholder holder of such Former MSI Stockholder; provided, however, that no Transfer of shares of Series A Preferred Stock shall be permitted pursuant to this clause (b)(iii), (iv) any other Former MSI Stockholder, (v) the Senior Secured Convertible Notes in connection with any sale of all or substantially all of the Company's assets, any Transfer of at least a majority of the Company's outstanding voting securities (as of immediately prior to such transfer) or any merger or consolidation in which the Company is not the surviving entity or any other transaction (or series of related transactions) following which the holders of the Company's outstanding capital stock prior to such transaction(s) do not own a majority of the outstanding capital stock of the Company (or any successor entity) immediately after such transaction (any such transaction, a "Sale Transaction"), or (vi) in connection with its exercise of any "piggy-back" or similar registration rightsremedies of such holders against MSI pursuant to the terms of such notes. If any Former MSI Stockholder intends to make a Disposition of all or a portion of his, her or its Shares pursuant to this paragraph, such Former MSI Stockholder shall give at least 15 30 days prior written notice of such proposed Disposition to the Company (except in respect of a Disposition pursuant to clauses (v) or (vi) above)Company. Any such notice shall specify the number of Shares subject to such proposed Dispositiondisposition, identify the proposed transferee and state the relationship between such Former MSI Stockholder and the proposed transferee. (c) Each Disposition otherwise permitted by this Article II shall not become effective unless and until the transferee executes and delivers to the Company a counterpart to this Agreement, agreeing to be treated in the same manner as MSI. Upon such Disposition and such execution and delivery, the transferee shall be bound by, and entitled to the benefits of, this Agreement with respect to the transferred Shares in the same manner as the MSI.