Any Restricted Post-Closing Shares to be issued pursuant to Section 2.5(a)(ii) shall be (i) issued within five (5) business days of a holder of Restricted Shares becoming entitled thereto, with no additional authorization required after the Closing from the board of directors of Parent and (ii) allocated among the holders of Restricted Shares in the respective proportions set forth on Schedule 2.5(a)(iii) of the Company Disclosure Letter.
The Seller shall have the right, within 90 days of the Closing, to require the Buyer to issue additional shares of the Buyers Common Stock (Post-Closing Shares) upon delivery to the Buyer of the Sellers cash and cash equivalent balances in connection with the liquidation or winding up of the Seller.
In the event a Holder desires to transfer the Closing Shares or any of the Post-Closing Shares issued hereunder, the Holder must give the Company prior written notice of such proposed transfer including the name and address of the proposed transferee.
In addition, (i) the Shares held by Lender are not freely transferable without first being registered with the SEC or (ii) if the exchange of Shares for Post-Closing Shares described in Section 4.2(c) hereof has occurred, then Lender will receive demand and piggyback registration rights whenever such rights are granted to others on terms which are superior to the terms (including, without limitation, any holding periods) set forth in Registration Rights Agreement.
The Seller undertakes that as long as the Purchaser or any of its Affiliates own the controlling stake in the Company the Seller shall not enter into any Voting Agreement with respect to the Seller Post-Closing Shares.