Common use of Refusal to Transfer Clause in Contracts

Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement Exercise Notice or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

Refusal to Transfer. The Company shall not be required (i) to ------------------- transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

Refusal to Transfer. The Company shall will not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement Exercise Notice, or (ii) be required to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Restricted Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such the Restricted Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such the Restricted Shares shall have been so transferred.

Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares Shares, or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Option Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

Refusal to Transfer. The Company shall not be required (ia) to transfer on its books any Shares that shares of Stock of the Company which shall have been sold or otherwise transferred in violation of any of the provisions of set forth in this Agreement or (iib) to treat as owner of such Shares shares or to accord the right to vote as such owner or to pay dividends to any purchaser or other transferee to whom such Shares shares shall have been so transferred.

Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Unvested Awarded Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or the Plan, or (ii) to treat as owner of such Shares Unvested Awarded Shares, or to accord the right to vote or pay or deliver dividends to or other distributions to, any purchaser or other transferee to whom or which such Unvested Awarded Shares shall have been so transferred.

Refusal to Transfer. The Company shall will not be required (i) to transfer on its books any Shares shares of Common Stock that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares shares, or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall shares have been so transferred.

Refusal to Transfer. The Company shall will not be required (i) to transfer on register in its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares Shares, or to accord the right to vote or pay dividends to any purchaser Participant or other transferee to whom such Shares shall have been so transferred.

Refusal to Transfer. The Company shall not be required to (ia) to transfer on its books any Shares that shares of Stock of the Company which shall have been sold or otherwise transferred in violation of any of the provisions of set forth in this Agreement or (iib) to treat as owner of such Shares or to shares; accord the right to vote as such owner, or pay dividends to any purchaser or other transferee to whom such Shares shares shall have been so transferred.

Refusal to Transfer. The Company shall will not be required (i) to transfer on its books any Shares Restricted Stock that have been sold or otherwise transferred in violation of any of the provisions of this Agreement Agreement, or (ii) to treat as owner of such Shares Restricted Stock, or to accord the right to vote or pay dividends dividends, to any purchaser or other transferee to whom such Shares shall Restricted Stock have been so transferred.

Refusal to Transfer. The Company shall will not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares Shares, or to accord the right to vote or pay dividends dividends, to any purchaser or other transferee to whom such Shares shall have been so transferred.

Refusal to Transfer. The Company shall will not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Exercise Agreement or (ii) to treat as owner of such Shares Shares, or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement Exercise Notice, or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

Refusal to Transfer. The Company shall will not be required (i) to ------------------- transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares Shares, or to accord the right to vote or pay dividends dividends, to any purchaser or other transferee to whom such Shares shall have been so transferred.

Refusal to Transfer. The Company shall will not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares Shares, or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

Refusal to Transfer. The Company shall not be required (ia) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement Agreement, the Option Agreement, or the Plan or (iib) to treat as owner of such Shares or to accord the right to vote or pay receive dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement Exercise Notice or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser Optionee or other transferee to whom such Shares shall have been so transferred.

Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or any other agreement to which the Shares are subject or any laws governing the Shares or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or the Plan or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

Refusal to Transfer. The Company shall not be required (i) to ------------------- transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement Exercise Notice or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

Refusal to Transfer. The Company shall will not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement Exercise Notice or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferredare transferred in violation of any of the provisions of this Exercise Notice.

Refusal to Transfer. The Company shall not be required (ia) to transfer on its books any Shares that shares of Common Stock of the Company which shall have been sold or otherwise transferred in violation of any of the provisions of set forth in this Agreement or (iib) to treat as owner of such Shares shares or to accord the right to vote as such owner or to pay dividends to any purchaser or other transferee to whom such Shares shares shall have been so transferred.

Refusal to Transfer. The Company shall will not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement Agreement, or (ii) to treat as owner of such Shares Shares, or to accord the right to vote or pay dividends to any purchaser Manager or other transferee to whom such Shares shall have been so transferred.

Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Option Agreement or the Shareholders Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this the Stockholders Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Unvested Awarded Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or the Plan, or (ii) to treat as owner of such Shares Unvested Awarded Shares, or to accord the right to vote or pay or deliver dividends to or other distributions to, any purchaser or other transferee to whom such Shares or which Grantee shall have been so transferredattempted to transfer such Unvested Awarded Shares.

Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Award Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

Refusal to Transfer. The Company shall will not be required (i) to transfer on its books any Shares subject to this Agreement that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom the such Shares shall will have been so transferred.

Refusal to Transfer. The Company shall not be required (ia) to transfer on its books any Restricted Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (iib) to treat as owner of such Restricted Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Restricted Shares shall have been so transferred.

Refusal to Transfer. The Company shall will not be required to (i) to register any transfer of Shares on its books any register of members if such Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares Shares, or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any law or any of the provisions of the Plan or this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares of the Restricted Stock that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares Restricted Stock or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares Restricted Stock shall have been so transferred.

Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Option Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Option Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Option Shares shall have been so transferred.

Refusal to Transfer. The Company shall not be required (ia) to transfer on its books any Shares that shares of Common Stock of the Company which shall have been sold or otherwise transferred in violation of any of the provisions of set forth in this Agreement Agreement, or (iib) to treat as owner of such Shares shares or to accord the right to vote as such owner or to pay dividends to any purchaser or other transferee to whom such Shares shares shall have been so transferred.

Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser acquirer or other transferee to whom such Shares shall have been so transferred.

Refusal to Transfer. The Company shall will not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred. Any attempt to transfer contrary to the provisions of Section 10(c) shall be void.

Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Exercised Shares that have been sold or otherwise transferred Transferred in violation of any of the provisions of this Agreement provision hereof or (ii) to treat as owner of such Shares Exercised Shares, or otherwise to accord the right to vote voting or pay dividends to dividend rights to, any purchaser or other transferee to whom such Exercised Shares shall have been so transferredTransferred. Any attempt to Transfer Exercised Shares in violation hereof shall be null and void and shall be disregarded by the Company.

Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares Restricted Units that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or the LLC Agreement or (ii) to treat as owner of such Shares Restricted Units or to accord the right to vote or pay dividends to any purchaser Participant or other transferee to whom such Shares Restricted Units shall have been so transferred.

Refusal to Transfer. The Company Corporation shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement Exercise Notice or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

Refusal to Transfer. The Company shall will not be required (ia) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Exercise Agreement or (iib) to treat as owner of such Shares Shares, or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

Refusal to Transfer. The Company shall will not be required (i) to ------------------- transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Exercise Agreement or (ii) to treat as owner of such Shares Shares, or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser Director or other transferee to whom such Shares shall have been so transferred.

Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares shares that have been sold or otherwise transferred in violation of any of the provisions of this RSU Agreement or (ii) to treat as owner of such Shares shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shares shall have been so transferred.

Refusal to Transfer. The Company shall will not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares Shares, or to accord the right to vote or pay dividends to any purchaser participant or other transferee to whom such Shares shall have been so transferred.

Refusal to Transfer. The Company shall will not be required (i) to transfer on its books any Restricted Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such the Restricted Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such the Restricted Shares shall will have been so transferred.

Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares Securities that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares Securities or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares Securities shall have been so transferred.

Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser Participant or other transferee to whom such Shares shall have been so transferred.

Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that shares of Stock of the Company which shall have been sold or otherwise transferred in violation of any of the provisions of set forth in this Agreement or (ii) to treat as owner of such Shares shares or to accord the right to vote as such owner or to pay dividends to any purchaser or other transferee to whom such Shares shares shall have been so transferred.

Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Unvested Awarded Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or the Plan, or (ii) to treat as owner of such Shares Unvested Awarded Shares, or to accord the right to vote or pay or deliver dividends to or other distributions to, any purchaser or other transferee to whom such Shares or which the Grantee shall have been so transferredattempted to transfer such Unvested Awarded Shares.

Refusal to Transfer. The Company shall will not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement Exercise Notice or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall will have been so transferred.

Refusal to Transfer. The Company shall will not be required (i) to -------------------- transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares Shares, or to accord the right to vote or pay dividends dividends, to any purchaser or other transferee to whom such Shares shall have been so transferred.

Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Common Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or the Shareholders Agreement or (ii) to treat as owner of such Common Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Common Shares shall have been so transferred.

Refusal to Transfer. The Company Corporation shall not be required (ia) ------------------- to transfer on its books any shares of Vesting Shares that of the Corporation which shall have been sold or otherwise transferred in violation of any of the provisions of set forth in this Agreement or (iib) to treat as owner of such Shares shares or to accord the right to vote as such owner or to pay dividends to any purchaser or other transferee to whom such Shares shares shall have been so transferred.

Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares Securities that have been sold or otherwise transferred in violation of any of the provisions of this Agreement Agreement, or (ii) to treat as owner of such Shares Securities or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares Securities shall have been so transferred.

Refusal to Transfer. The Company shall not be required (i) to transfer on its books or in the register of members any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement Exercise Notice, the Deed of Undertaking or the Articles, or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares Units that have been sold or otherwise transferred in violation of any of the provisions of the this Agreement or the LLC Agreement or (ii) to treat as owner of such Shares Units or to accord the right to vote or pay dividends to any purchaser Participant or other transferee to whom such Shares Units shall have been so transferred.

Refusal to Transfer. The Company shall not be required (ia) to transfer on its books any Common Shares that of the Company which shall have been sold or otherwise transferred in violation of any of the provisions of set forth in this Agreement Agreement, or (iib) to treat as owner of such Shares shares or to accord the right to vote as such owner or to pay dividends to any purchaser or other transferee to whom such Shares shares shall have been so transferred.

Refusal to Transfer. The Company shall is not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as the owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement, the Company’s Voting Agreement and Lock-up Agreement, if applicable or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends or distributions to any purchaser grantee or other transferee to whom such Shares shall have been so transferredtransferred in violation of any of the provisions of this Agreement, the Company’s Voting Agreement and Lock-up Agreement, if applicable.

Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares shares of Stock that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares Stock or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shares of Stock shall have been so transferred.

Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or the Plan, or (ii) to treat as owner of such Shares Shares, or to accord the right to vote or pay or deliver dividends to or other distributions to, any purchaser or other transferee to whom or which such Shares shall have been so transferred.

Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement, the Company’s Voting Trust Agreement and Lock-up Agreement, if applicable or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends or distributions to any purchaser grantee or other transferee to whom such Shares shall have been so transferredtransferred in violation of any of the provisions of this Agreement, the Company’s Voting Trust Agreement and Lock-up Agreement, if applicable.

Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares shares of Common Stock that have been sold or otherwise transferred in violation of any of the provisions of this Agreement Section 17, or (ii) to treat as owner of such Shares Common Stock or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares Common Stock shall have been so transferred.

Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser acquirer or other transferee to whom such Shares shall have been so transferred.

Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as the owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been purported to have been so transferred.

Refusal to Transfer. The Company shall will not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Award Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall will have been so transferred.

Refusal to Transfer. The Company shall not be required ------------------- (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares Restricted Units that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares the Restricted Units or to accord the right to vote or pay dividends distributions to any purchaser or other transferee to whom such Shares the Restricted Units shall have been so transferred.

Refusal to Transfer. The Company shall not be required (ia) to transfer on its books any Unvested Awarded Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or the Plan, or (iib) to treat as owner of such Shares Unvested Awarded Shares, or to accord the right to vote or pay or deliver dividends to or other distributions to, any purchaser or other transferee to whom or which such Unvested Awarded Shares shall have been so transferred.

Refusal to Transfer. The Company Connetics shall not be required (ia) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (iib) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferredsold or transferred in violation of any of the provisions of this Agreement.

Refusal to Transfer. The Company shall not be required to (i) transfer on its books, or authorize the Company's transfer agent to transfer on its books books, any Unvested Restricted Shares that purported to have been sold or otherwise transferred in violation of any of the provisions of the Plan or this Agreement Agreement, or (ii) to treat as owner of such Shares Unvested Restricted Shares, or to accord the right to vote or pay to any dividends to or other distributions to, any purchaser or other transferee to whom or which such Unvested Restricted Shares shall have been purported to be so transferred.

Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares shares that have been sold or otherwise transferred in violation of any of the provisions of this Restricted Stock Award Agreement or (ii) to treat as owner of such Shares shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shares shall have been so transferred.

Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Purchaser Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Purchaser Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Purchaser Shares shall have been so transferred.

Refusal to Transfer. The Company shall not be required to (ia) to transfer on its books any Shares that shares of stock of the Company which have been sold or otherwise transferred in violation of any of the provisions of set forth in this Agreement or (iib) to treat as owner of such Shares shares or to accord the right to vote as such owner or to pay dividends to any purchaser or other transferee to whom such Shares shall shares have been so transferred.

Refusal to Transfer. The Company shall will not be required (ia) to transfer on its books any Shares that shares of Restricted Stock of the Company which will have been sold or otherwise transferred in violation of any of the provisions of set forth in this Agreement Agreement, or (iib) to treat as owner of such Shares shares or to accord the right to vote as such owner or to pay dividends to any purchaser or other transferee to whom such Shares shall shares will have been so transferred.

Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares shares of Restricted Stock of the Company that shall have been sold or otherwise transferred in violation of any of the provisions of set forth in this Agreement or (ii) to treat as owner of such Shares shares or to accord the right to vote as such owner or to pay dividends to any purchaser or other transferee to whom such Shares shares shall have been so transferred.

Refusal to Transfer. The Company shall will not be required (i) to transfer on its books any Shares shares of Restricted Stock that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares shares, or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall shares have been so transferred.

Refusal to Transfer. The Company shall not be required (i) to transfer on its books the Warrant or any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Warrant or the Stockholder Rights Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

Refusal to Transfer. The Company (i) shall not be required (i) to ------------------- transfer on its books books, or may issue appropriate "stop transfer" instructions to its transfer agents, if any, with respect to any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or Agreement, and (ii) the Company shall not be required to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

Refusal to Transfer. The Company shall not be required (ia) to transfer on its books any Shares that shares of Repurchasable Stock of the Company which shall have been sold or otherwise transferred in violation of any of the provisions of set forth in this Agreement or (iib) to treat as owner of such Shares shares or to accord the right to vote as such owner or to pay dividends to any purchaser or other transferee to whom such Shares shares shall have been so transferred.

Refusal to Transfer. The Company shall will not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall will have been so transferred.

Refusal to Transfer. The Company shall not be required to (i1) to transfer on its books any Restricted Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii2) to treat as owner of such the Restricted Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such the Restricted Shares shall have been so transferred.

Refusal to Transfer. The Company shall will not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) be required to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

Refusal to Transfer. The Company shall will not be required (i) to transfer on its books any Shares Units that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or the Company's Operating Agreement or (ii) to treat as owner of such Shares Units or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall Units have been so transferred.

Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement Agreement, or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Unvested Shares of the Company that shall have been sold or otherwise transferred in violation of any of the provisions of set forth in this Agreement or (ii) to treat as owner of such Shares shares or to accord the right to vote as such owner or to pay dividends to any purchaser or other transferee to whom such Shares shares shall have been so transferred.

Refusal to Transfer. The Company shall not be required (ia) to transfer on its books any Shares that shares of Stock of the Company which shall have been sold or otherwise transferred in violation of any of the provisions of set forth in this Agreement Agreement, or (iib) to treat as owner of such Shares shares or to accord the right to vote as such owner or to pay dividends to any purchaser or other transferee to whom such Shares shares shall have been so transferred.

Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of the Plan or this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this the Stockholders’ Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Restricted Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares Restricted Shares, or to accord the right to vote or pay dividends to to, any purchaser or other transferee to whom such Restricted Shares shall have been so transferred.

Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Restricted Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Restricted Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Restricted Shares shall have been so transferred.

Refusal to Transfer. The Company Corporation shall not be required (i) to transfer on its books any Option Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Option Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Option Shares shall have been so transferred.

Refusal to Transfer. The Company shall not be required (iI) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser Subscriber or other transferee to whom such Shares shall have been so transferred.

Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Unvested Awarded Shares that purportedly have been sold or otherwise transferred Transferred in violation of any of the provisions of this Agreement Agreement, or (ii) to treat as owner of such Shares Unvested Awarded Shares, or to accord the right to vote or pay or deliver dividends to or other distributions to, any purchaser or other transferee to whom or which such Unvested Awarded Shares shall purportedly have been so transferredTransferred.