Common use of Restrictions on Transfer of Securities Clause in Contracts

Restrictions on Transfer of Securities. The Stockholder understands and agrees that the Warrant, the Warrant Consideration, the Acquisition Note and the Five Year Note to be issued pursuant to Sections 1.2 and 1.3 above and the shares of the Purchaser’s Common Stock issuable upon exercise of the Warrant and Warrant Consideration will not have been registered under the Securities Act of 1933, as amended (the "Securities Act"), and will be issued in one or more transactions that are exempt from such registration requirements pursuant to Section 4(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder, will be deemed to be "restricted securities" within the meaning set forth in Rule 144 under the Securities Act, may not be resold without registration under, or an exemption, from the registration requirements of the Securities Act, and that the Company will impose stop transfer instructions against the shares issuable upon exercise of the Warrant and Warrant Consideration. The Warrant, the Warrant Consideration, the Acquisition Note and the Five Year Note issued pursuant to Sections 1.2 and 1.3 and the certificates evidencing shares of Purchaser Common Stock issuable upon exercise of the Warrants and Warrant Consideration shall bear substantially the following legend: [NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN /THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN/THIS PROMISSORY NOTE HAS NOT BEEN] THE SUBJECT OF REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE AND THE SAME HAS/HAVE BEEN [(OR WILL BE, WITH RESPECT TO THE SECURITIES ISSUABLE UPON EXERCISE HEREOF)] ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. [NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY BE/THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE/THIS PROMISSORY NOTE MAY NOT BE] SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR (II) AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER OR DISPOSITION DOES NOT VIOLATE THE ACT, THE RULES AND REGULATIONS THEREUNDER, OR APPLICABLE STATE SECURITIES LAWS.

Restrictions on Transfer of Securities. The Stockholder understands and agrees that the WarrantCertificate, the Warrant Certificate Consideration, the Acquisition Note and the Five Three Year Note to be issued pursuant to Sections 1.2 and 1.3 above and the shares of the Purchaser’s Common Stock issuable upon exercise of the Warrant and Warrant Consideration will not have been registered under the Securities Act of 1933, as amended (the "Securities Act"), and will be issued in one or more transactions that are exempt from such registration requirements pursuant to Section 4(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder, will be deemed to be "restricted securities" within the meaning set forth in Rule 144 under the Securities Act, may not be resold without registration under, or an exemption, from the registration requirements of the Securities Act, and that the Company will impose stop transfer instructions against the shares issuable upon exercise of the Warrant Certificate and Warrant Certificate Consideration. The WarrantCertificate, the Warrant Certificate Consideration, the Acquisition Note and the Five Three Year Note issued pursuant to Sections 1.2 and 1.3 and the certificates evidencing shares of Purchaser Common Stock issuable upon exercise of the Warrants and Warrant Consideration shall bear substantially the following legend: [NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN /THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN/THIS PROMISSORY NOTE HAS NOT BEEN] THE SUBJECT OF REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE AND THE SAME HAS/HAVE BEEN [(OR WILL BE, WITH RESPECT TO THE SECURITIES ISSUABLE UPON EXERCISE HEREOF)] ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. [NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY BE/THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE/THIS PROMISSORY NOTE MAY NOT BE] SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR (II) AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER OR DISPOSITION DOES NOT VIOLATE THE ACT, THE RULES AND REGULATIONS THEREUNDER, OR APPLICABLE STATE SECURITIES LAWS.

Restrictions on Transfer of Securities. The Stockholder understands and agrees that Each certificate representing (i) the Warrant, the Warrant Consideration, the Acquisition Note and the Five Year Note to be Purchased Shares or (ii) any other securities issued pursuant to Sections 1.2 and 1.3 above and the shares in respect of the Purchaser’s Common Stock issuable Purchased Shares upon exercise of the Warrant and Warrant Consideration will not have been registered under the Securities Act of 1933any stock split, as amended stock dividend, recapitalization, merger, consolidation or similar event (the securities described in clauses (i) and (ii) above being referred to collectively as "Securities ActRestricted Securities")) shall, and will unless otherwise permitted by this Section 4.9, be issued stamped or otherwise imprinted with a legend in one or more transactions that are exempt from such registration requirements pursuant to Section 4(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder, will be deemed to be "restricted securities" within the meaning set forth in Rule 144 under the Securities Act, may not be resold without registration under, or an exemption, from the registration requirements of the Securities Act, and that the Company will impose stop transfer instructions against the shares issuable upon exercise of the Warrant and Warrant Consideration. The Warrant, the Warrant Consideration, the Acquisition Note and the Five Year Note issued pursuant to Sections 1.2 and 1.3 and the certificates evidencing shares of Purchaser Common Stock issuable upon exercise of the Warrants and Warrant Consideration shall bear substantially the following legend: [NEITHER THIS WARRANT NOR form (in addition to any other legend(s) required under any applicable state securities or "blue sky" laws): THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN /THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN/THIS PROMISSORY NOTE HAS NOT BEEN] THE SUBJECT OF REGISTRATION BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE AND THE SAME HAS/HAVE BEEN [(OR WILL BE, WITH RESPECT TO THE OTHER JURISDICTION. SUCH SECURITIES ISSUABLE UPON EXERCISE HEREOF)] ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. [NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY BE/THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE/THIS PROMISSORY NOTE MAY NOT BE] BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED TRANSFERRED OR OTHERWISE DISPOSED OF IN ANY WAY IN THE ABSENCE OF (I) AN EFFECTIVE SUCH REGISTRATION STATEMENT UNDER THE ACT OR (II) DELIVERY OF AN OPINION OF TO THE COMPANY (FROM LEGAL COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY) REASONABLY SATISFACTORY TO THE ISSUER COMPANY TO THE EFFECT THAT SUCH THE SALE, TRANSFER OR OTHER DISPOSITION DOES NOT VIOLATE IS EXEMPT FROM REGISTRATION UNDER SUCH ACT AND LAWS. COPIES OF THE ACT, AGREEMENT COVERING THE RULES PURCHASE OF THESE SECURITIES AND REGULATIONS THEREUNDER, OR APPLICABLE STATE THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE RECORD HOLDER OF THE SECURITIES LAWSREPRESENTED BY THIS CERTIFICATE DIRECTED TO THE SECRETARY OF THE COMPANY. The Company shall promptly remove any such legend upon written request of the record holder of any such certificate accompanied by an opinion of counsel (by counsel reasonably acceptable to the Company) reasonably satisfactory to the Company to the effect that such legend is no longer required by applicable law and when such legend no longer is required by the terms of this Agreement.

Restrictions on Transfer of Securities. The (a) Transfer of Securities Other than Executive Securities. No holder of any Securities (other than THL and CIVC) may sell, transfer, assign, pledge, be redeemed, have repurchased, or otherwise dispose of (a "Transfer") any interest in any Stockholder understands Shares or Partnership Securities (other than the Transfer of Executive Securities pursuant to the Executive Agreements) without the prior written consent of THL (which consent will not be unreasonably withheld), except pursuant to (i) the provisions of this paragraph 2, (ii) pursuant to a Public Sale or (iii) pursuant to a Sale of the Company or Sale of the Partnership, as applicable (with it being understood that any such Transfer for which the consent of THL has been obtained shall nonetheless be subject to the restrictions on Transfer set forth in this paragraph 2). Transfers (other than pledges) by THL and agrees that CIVC are subject to paragraph 2(c) hereof. Pledges of Securities by THL and the Warrantexercise of rights and remedies with respect thereto (including, without limitation, the Warrant Considerationforeclosure or realization upon, or sale or other disposition of, such Securities in respect of such pledge or in lieu thereof), shall not be restricted by the Acquisition Note and provisions of this Agreement or the Five Year Note Partnership Agreement, and, without limiting the generality of the foregoing, shall not be subject to be issued paragraph 2(c) hereof. The Company hereby irrevocably consents to the admission as a Substitute Limited Partner (as defined in the Partnership Agreement) of any successor to THL as the owner of any Securities pursuant to Sections 1.2 and 1.3 above and the shares of the Purchaser’s Common Stock issuable upon exercise of the Warrant any rights and Warrant Consideration will not have been registered under the Securities Act of 1933, as amended (the "Securities Act"), and will be issued in one or more transactions that are exempt from remedies with respect to such registration requirements pledge pursuant to Section 4(2) 11.1 of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder, will be deemed Partnership Agreement (subject to be "restricted securities" within the meaning set forth in Rule 144 under the Securities Act, may not be resold without registration under, or an exemption, from the registration requirements of Section 11.4 of the Partnership Agreement and to the immediately following sentence of this paragraph 2(a)). Neither THL nor CIVC will sell, transfer or otherwise convey any Securities Act, and that to any person who directly or indirectly owns (beneficially or otherwise) more than 5% of any class of securities of any entity engaged in the yellow pages business without the prior written consent of the other party other than pursuant to a Sale of the Company will impose stop transfer instructions against the shares issuable upon exercise or a Sale of the Warrant and Warrant Consideration. The Warrant, the Warrant Consideration, the Acquisition Note and the Five Year Note issued pursuant to Sections 1.2 and 1.3 and the certificates evidencing shares of Purchaser Common Stock issuable upon exercise of the Warrants and Warrant Consideration shall bear substantially the following legend: [NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN /THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN/THIS PROMISSORY NOTE HAS NOT BEEN] THE SUBJECT OF REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE AND THE SAME HAS/HAVE BEEN [(OR WILL BE, WITH RESPECT TO THE SECURITIES ISSUABLE UPON EXERCISE HEREOF)] ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. [NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY BE/THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE/THIS PROMISSORY NOTE MAY NOT BE] SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR (II) AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER OR DISPOSITION DOES NOT VIOLATE THE ACT, THE RULES AND REGULATIONS THEREUNDER, OR APPLICABLE STATE SECURITIES LAWSPartnership.