Common use of Restrictions on Transfer of Acquired Shares Clause in Contracts

Restrictions on Transfer of Acquired Shares. Except as set forth in Article V of this Agreement and under applicable securities Laws, the Transfer of any of the Acquired Shares by any Stockholder shall not be subject to any restrictions; provided, however, Stockholder agrees that, except in the event of a Transfer of any Acquired Shares by Stockholder pursuant to a Public Sale, it shall be a condition precedent to any Transfer or series of related Transfers of Acquired Shares (a) representing 5% or more of the issued and outstanding Parent Common Stock to any Person, (b) following which, the transferee, together with its Affiliates and any member of a “group” (as defined in Section 13(d)(3) of the Exchange Act) with such transferee, would own beneficially or of record 5% or more of the issued and outstanding shares of Parent Common Stock or (c) to any Affiliate of Stockholder or any of the Other Stockholders or any member of a “group” (as defined in Section 13(d)(3) of the Exchange Act) with Stockholder or any Other Stockholder or their respective Affiliates, in each case, (i) for such transferee to execute and deliver to Parent a Joinder (with respect to Article IV, Article V and this Section 6.07 only) with respect to such Acquired Shares, (ii) for such Joinder to be valid and binding in all respects on such transferee and (iii) for Stockholder to deliver, or cause to be delivered, to Parent a supplement to Schedule A to this Agreement reflecting the Transfer of such Acquired Shares. Any purported sale or transfer by any Stockholder or its Affiliates without compliance with the obligation in the preceding sentence shall be null and void ab initio.