Common use of Certain Restrictions on Transfer Clause in Contracts

Certain Restrictions on Transfer. Without the prior written consent of the Corporation as approved by a majority of the independent directors of the Corporation, and without limiting the rights of any party to the Amended and Restated Registration Rights Agreement, dated as of the date hereof, by and among the Corporation and the stockholders party thereto (the “A&R Registration Rights Agreement”), neither any Restricted Transfer nor any public announcement of any intention to effect any Restricted Transfer of any Lock-Up Shares Beneficially Owned or otherwise held by any Non-Electing Seller (or any Permitted Transferee thereof) may be made during the Lock-Up Period applicable to such Lock-Up Shares. No Transfer of any shares of the Corporation’s stock may be made, except in compliance with applicable federal and state securities laws. To the extent shares of the Corporation’s stock are uncertificated, the Corporation shall give notice of the restrictions set forth in this Section 6.7 in accordance with the DGCL. During the Lock-Up Period applicable to any Non-Electing Seller (or any Permitted Transferee thereof), any purported Transfer of Lock-Up Shares by such Non-Electing Seller (or such Permitted Transferee) other than in accordance with these Bylaws shall be null and void, and the Corporation shall refuse to recognize any such Transfer for any purpose. Notwithstanding the provisions set forth in this Section 6.7, if (A) at least 120 days have elapsed since the Closing Date (as defined in the Business Combination Agreement) and (B) the Lock-Up Period is scheduled to end during a Blackout Period or within five Trading Days prior to a Blackout Period, the Lock-Up Period shall end 10 Trading Days prior to the commencement of the Blackout Period (the “Blackout-Related Release”); provided that the Corporation shall announce the date of the expected Blackout-Related Release through a major news service, or on a Form 8-K, at least two Trading Days in advance of the Blackout-Related Release; and provided further that the Blackout-Related Release shall not occur unless the Corporation shall have publicly released its earnings results for the quarterly period during which the Closing (as defined in the Business Combination Agreement) occurred. For the avoidance of doubt, in no event shall the Lock-Up Period end earlier than 120 days after the Closing Date pursuant to the Blackout-Related Release. The foregoing notwithstanding, to the extent any Non-Electing Seller (or any Permitted Transferee thereof that Beneficially Owns any Lock-Up Shares as a result of a Permitted Transfer) is granted a release or waiver from the restrictions contained in this Section 6.7 prior to the expiration of the Lock-Up Period or any party under the Sponsor Holders Agreement, dated as of the date hereof, by and among the Corporation and the parties thereto (the “Sponsor Holders Agreement”) or the A&R Registration Rights Agreement is granted a release or waiver from its restrictions on transfer of the Corporation’s securities under such agreement, then all Non-Electing Sellers (and any Permitted Transferee thereof that Beneficially Owns any Lock-Up Shares as a result of a Permitted Transfer) shall be automatically granted a release or waiver from the restrictions contained in this Section 6.7 to the same extent, on substantially the same terms as and on a pro rata basis with, such Non-Electing Seller (or any Permitted Transferee thereof that Beneficially Owns any Lock-Up Shares as a result of a Permitted Transfer) or Person under the Sponsor Holders Agreement or A&R Registration Rights, as applicable, to which such release or waiver is granted. As used in this Section 6.7, the below terms shall have the following meanings ascribed to them:

Certain Restrictions on Transfer. Without the prior written consent Each Stockholder agrees that it will not, directly or indirectly, make or solicit any Sale of, or create, incur, solicit or assume any Encumbrance with respect to, any Share held by such Stockholder, and Synetic agrees that it will not, directly or indirectly, make or solicit any Sale of, or create, incur, solicit or assume any Encumbrance with respect to any of the Corporation as approved capital stock of Avicenna ("Avicenna Stock"), other than (a) any Sale or Encumbrance incurred to a Permitted Transferee; (b) any Sale made or Encumbrance incurred by a majority Cerner or its Permitted Transferees, if any, after the first date that is after the later of January 2, 2001 and the end of the independent directors of the Corporation, and without limiting the rights of any party to the Amended and Restated Registration Rights Agreement, dated as of the date hereof, by and among the Corporation and the stockholders party thereto (the “A&R Registration Rights Agreement”), neither any Restricted Transfer nor any public announcement of any intention to effect any Restricted Transfer of any IPO Lock-Up Shares Beneficially Owned Period; provided, however, that such Sale or otherwise held by any Non-Electing Seller (or any Permitted Transferee thereof) may be made during Encumbrance is allowed prior to January 2, 2001 if the IPO Lock-Up Period applicable has ended and Sales are made or Encumbrances incurred by Synetic, Avicenna or their respective Permitted Transferees pursuant to Section 3.03(c), such Sales or Encumbrances by Cerner or its Permitted Transferees to be of a percentage of the total Shares it then owns which is no greater than the percentage of total Shares owned by Synetic, Avicenna or their respective Permitted Transferees which are sold or encumbered pursuant to Section 3.03(c); (c) any Sale that is made or Encumbrance incurred by Synetic, Avicenna or their respective Permitted Transferees, if any; provided, however, that if such Sale is made prior to the time that the Company first becomes a Public Company, such Sale shall be made in compliance with the procedures, and subject to the limitations, of the "tag-along" rights or the "drag-along" rights set forth in Sections 3.04 and 3.05, respectively; provided, further, that Avicenna and its Permitted Transferees shall not make any such sale during the IPO Lock-Up SharesPeriod; (d) any Sale pursuant to a Public Offering; (e) any Sale of Shares of Common Stock pursuant to a Rule 144 Transaction so long as immediately prior to, and immediately after the consummation of, such Rule 144 Transaction the Company is a Public Company; or (f) any Sale by Cerner or its Permitted Transferees to Avicenna pursuant to Section 2.03 above. No Transfer of any shares of Notwithstanding the Corporation’s stock may be madeforegoing, except in compliance with applicable federal and state securities laws. To the extent shares of the Corporation’s stock are uncertificated, the Corporation shall give notice of the restrictions set forth as otherwise expressly provided in this Section 6.7 in accordance with Agreement, (x) all Sales permitted by the DGCL. During the Lock-Up Period applicable to any Non-Electing Seller foregoing clauses (or any Permitted Transferee thereof)a) through (f) shall be subject to, any purported Transfer of Lock-Up Shares by such Non-Electing Seller (or such Permitted Transferee) and shall not be made other than in accordance with these Bylaws shall be null and voidcompliance with, the provisions of Sections 3.01, 3.02, 3.06, and the Corporation shall refuse to recognize any such Transfer for any purpose. Notwithstanding the provisions set forth in this Section 6.73.07, if (A) at least 120 days have elapsed since the Closing Date (as defined in the Business Combination Agreement) and (By) the Lock-Up Period is scheduled to end during a Blackout Period no Sales or within five Trading Days prior to a Blackout PeriodEncumbrances of Avicenna Stock permitted above may be made if Avicenna acquires any assets or assumes any liabilities, the Lock-Up Period shall end 10 Trading Days prior to the commencement of the Blackout Period (the “Blackout-Related Release”); provided that the Corporation shall announce the date of the expected Blackout-Related Release through a major news service, or on a Form 8-K, at least two Trading Days in advance of the Blackout-Related Release; other than its Common Stock and provided further that the Blackout-Related Release shall not occur unless the Corporation shall have publicly released its earnings results for the quarterly period during which the Closing (as defined in the Business Combination Agreement) occurred. For the avoidance of doubt, in no event shall the Lock-Up Period end earlier than 120 days after the Closing Date pursuant to the Blackout-Related Release. The foregoing notwithstanding, to the extent any Non-Electing Seller (or any Permitted Transferee thereof that Beneficially Owns any Lock-Up Shares as a result of a Permitted Transfer) is granted a release or waiver from the restrictions contained in rights and obligations under this Section 6.7 prior to the expiration of the Lock-Up Period or any party under the Sponsor Holders Agreement, dated as of the date hereof, by and among the Corporation Agreement and the parties thereto (the “Sponsor Holders Agreement”) or the A&R Registration Rights Agreement is granted a release or waiver from its restrictions on transfer of the Corporation’s securities under such agreement, then all Non-Electing Sellers (and any Permitted Transferee thereof that Beneficially Owns any Lock-Up Shares as a result of a Permitted Transfer) shall be automatically granted a release or waiver from the restrictions contained in this Section 6.7 to the same extent, on substantially the same terms as and on a pro rata basis with, such Non-Electing Seller (or any Permitted Transferee thereof that Beneficially Owns any Lock-Up Shares as a result of a Permitted Transfer) or Person under the Sponsor Holders Agreement or A&R Registration Rights, as applicable, to which such release or waiver is granted. As used in this Section 6.7, the below terms shall have the following meanings ascribed to them:Ancillary Agreements.