Common use of Right to Transfer Shares Clause in Contracts

Right to Transfer Shares. No Shareholder shall have the right or power to sell, assign, transfer or otherwise dispose of any share or shares of the Common Stock, with or without consideration, except under the terms and conditions as set forth in this Paragraph 5. (a) The restrictions contained in this Paragraph 5 shall be absolute other than a bona fide pledge of Common Stock in a loan transaction. (b) The restrictions contained in this Paragraph 5 shall terminate as to 30,000,000 shares of Common Stock owned by Tradelink one year from the date the shares are acquired of this Agreement. The restrictions contained in this Paragraph 5 shall terminate as to all other shares of Common Stock owned by Tradelink four years from the date the shares are acquired of this Agreement. (c) The restrictions contained in this Paragraph 5 shall terminate as to all shares of Common Stock owned by V'Power the earlier of the expiration of the Tradelink Options unexerciesd or four years after the date of this Agreement. In addition, the restrictions contained in this Paragraph 5 shall not apply to any shares of common stock owned by V'Power that are sold, assigned or transferred to Tradelink or its assigns. (d) The restrictions in this Paragraph 5 shall not apply to any sale of Common Stock made in compliance with Rule 144A, 17 C.F.R. Section 230.144A, or pursuant to a Private Sale. For purposes of of this subparagraph, the term "Private Sale" shall be the sale of Common Stock to fewer than five purchasers in the aggregate all of whom are accredited investors as the term is defined Rule 501, 17 C.F.R. Section 230.501, in a transaction relating to which there is no general solicitation or advertising. (e) The secretary of the Corporation shall in no event issue or reissue shares of Common Stock, nor transfer the ownership of shares of Common Stock on the register of the Corporation, except after proof of compliance with the terms and conditions of this Paragraph 5. (f) The limitations and provisions of this Paragraph 5 shall apply whether or not the person or persons to whom any proposed sale or other disposition of shares of the Common Stock is to be made are shareholders of the Corporation at the time of such proposed sale or other disposition. (g) All stock certificates for the Common Stock issued or to be issued to the Shareholders shall bear on the face of such certificates the following restrictive legend, in addition to any other legend required by law, for as long as such Common Stock shall be subject to the terms of this Agreement: The encumbrance, pledge, assignment, sale, transfer or disposition of all or a part of these shares is restricted, and certain aspects of the management of the Corporation are governed or restricted, by the terms of a Shareholders Agreement dated as of July 22, 1997, which may be examined in the office of the Corporation. The Corporation will furnish without charge a copy of that Agreement to any shareholder upon request. Each Shareholder will submit each certificate for Common Stock owned by it to Vector for the placement of such legend on such certificate within ten (10) days after the date of this Agreement. (h) Any owner of the Common Stock, by acceptance of such share of the Common Stock automatically shall be bound and subject to all the terms and provisions of this Agreement. Any such owner of the Common Stock shall be deemed to be a Shareholder under the terms of this Agreement for all purposes, except such owner shall be entitled to notices and to the rights under this Agreement only if such owner joins in this Agreement and provides a proper address for notices. (i) For purposes of this Paragraph 5, the term "owner" and the concept of ownership shall mean both beneficial owner and ownership and owner and ownership as recorded in the books of the Corporation. 6. Option to Purchase Shares Owned by V'Power. THIS OPTION HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE OFFERED AND SOLD ONLY IF REGISTERED PURSUANT TO THE PROVISIONS OF THAT ACT OR IF, IN THE OPINION OF COUNSEL TO THE SELLER, AN EXEMPTION FROM REGISTRATION THEREUNDER IS AVAILABLE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF VECTOR. (a)

Right to Transfer Shares. No Shareholder shall have the right or power to sell, assign, transfer or otherwise dispose of any share or shares of the Common Stock, with or without consideration, except under the terms and conditions as set forth in this Paragraph 5. (a) The restrictions contained in this Paragraph 5 shall be absolute other than a bona fide pledge of Common Stock in a loan transaction. (b) The restrictions contained in this Paragraph 5 shall terminate as to 30,000,000 shares of Common Stock owned by Tradelink one year from the date the shares are acquired of this Agreement. The restrictions contained in this Paragraph 5 shall terminate as to all other shares of Common Stock owned by Tradelink four years from the date the shares are acquired of this Agreement. (c) The restrictions contained in this Paragraph 5 shall terminate as to all shares of Common Stock owned by V'Power the earlier of the expiration of the Tradelink Options unexerciesd or four years after the date of this Agreement. In addition, the restrictions contained in this Paragraph 5 shall not apply to any shares of common stock owned by V'Power that are sold, assigned or transferred to Tradelink or its assigns. (d) The restrictions in this Paragraph 5 shall not apply to any sale of Common Stock made in compliance with Rule 144A, 17 C.F.R. Section 230.144A, or pursuant to a Private Sale. For purposes of of this subparagraph, the term "Private Sale" shall be the sale of Common Stock to fewer than five purchasers in the aggregate all of whom are accredited investors as the term is defined Rule 501, 17 C.F.R. Section 230.501, in a transaction relating to which there is no general solicitation or advertising. (e) The secretary of the Corporation shall in no event issue or reissue shares of Common Stock, nor transfer the ownership of shares of Common Stock on the register of the Corporation, except after proof of compliance with the terms and conditions of this Paragraph 5. (f) The limitations and provisions of this Paragraph 5 shall apply whether or not the person or persons to whom any proposed sale or other disposition of shares of the Common Stock is to be made are shareholders of the Corporation at the time of such proposed sale or other disposition. (g) All stock certificates for the Common Stock issued or to be issued to the Shareholders shall bear on the face of such certificates the following restrictive legend, in addition to any other legend required by law, for as long as such Common Stock shall be subject to the terms of this Agreement: The encumbrance, pledge, assignment, sale, transfer or disposition of all or a part of these shares is restricted, and certain aspects of the management of the Corporation are governed or restricted, by the terms of a Shareholders Agreement dated as of July 22, 1997, which may be examined in the office of the Corporation. The Corporation will furnish without charge a copy of that Agreement to any shareholder upon request. Each Shareholder will submit each certificate for Common Stock owned by it to Vector for the placement of such legend on such certificate within ten (10) days after the date of this Agreement. (h) Any owner of the Common Stock, by acceptance of such share of the Common Stock automatically shall be bound and subject to all the terms and provisions of this Agreement. Any such owner of the Common Stock shall be deemed to be a Shareholder under the terms of this Agreement for all purposes, except such owner shall be entitled to notices and to the rights under this Agreement only if such owner joins in this Agreement and provides a proper address for notices. (i) For purposes of this Paragraph 5, the term "owner" and the concept of ownership shall mean both beneficial owner and ownership and owner and ownership as recorded in the books of the Corporation. 6. Option to Purchase Shares Owned by V'Power. THIS OPTION HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE OFFERED AND SOLD ONLY IF REGISTERED PURSUANT TO THE PROVISIONS OF THAT ACT OR IF, IN THE OPINION OF COUNSEL TO THE SELLER, AN EXEMPTION FROM REGISTRATION THEREUNDER IS AVAILABLE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF VECTOR. (a).