RESTRICTIONS ON TRANSFERABILITY OF THE ACQUISITION STOCK Sample Clauses

RESTRICTIONS ON TRANSFERABILITY OF THE ACQUISITION STOCK. At the Closing, CC will convey to the Acquired Company's Shareholders good, valid and marketable title to the Acquisition Stock, free and clear of any and all encumbrances, claims, liens, security interests, pledges or mortgages of any kind. The Acquisition Stock will be newly issued stock. The Parties hereby agree that the Acquisition Stock, once acquired by the Acquired Company's Shareholders, will be subject to the restrictions of SEC Rule 144. Unless and until the Acquisition Stock is registered under the Securities Act of 1933 or the Securities Exchange Act of 1934, or until restrictions under Rule 144 lapse or would have lapsed, if Rule 144 in fact applied to the Acquisition Stock, no Acquired Company's Shareholder will be entitled to transfer all or any share of the Acquisition Stock to any other person or party, unless the Acquired Company's Shareholder first provides CC with an acceptable opinion of counsel that the proposed transfer will not violate any applicable law, rule or regulation or any provision of this Agreement. CC will be entitled to place a restrictive legend on all certificates evidencing ownership of the Acquisition Stock that provides notice of the provisions of this paragraph and other applicable provisions of this Agreement.