Seagate 2010 Annual Report Download - page 257

(1)
has been approved by, or is in connection with a transaction approved or recommended by, the
Board;
(2)
is made pursuant to a tender offer, exchange offer, takeover (whether effected by means of an
offer, scheme of arrangement or otherwise) merger, consolidation or similar transaction that is an Approved Transaction; or
(3)
Shareholder or its Affiliate proposing to effect such Transfer has complied with the procedures set
forth in Section 3.3(b) .
The restrictions on Transfer set forth in this Section 3.1(d)
shall terminate automatically without any further action at such time
as Shareholder, together with its Affiliates, beneficially owns less than five percent (5%) of the then outstanding Voting Securities.
Section 3.2.
Restrictive Legends; Securities Law Compliance.
(a)
The certificate or certificates representing the Acquisition Shares shall be stamped or otherwise imprinted with a
legend substantially in the following form (in addition to any legend required under applicable state securities laws):
“
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD UNLESS REGISTERED
OR EXEMPT FROM REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS. IN ADDITION,
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A SHAREHOLDER AGREEMENT
AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN ACCORDANCE WITH SUCH AGREEMENT.”
(b)
Shareholder agrees and consents to the entry of stop transfer instructions with Company’
s transfer agent and registrar
against the transfer of Shareholder’s Acquisition Shares except in compliance with this Article III .
(c)
Each certificate evidencing the Acquisition Shares transferred as herein provided shall bear the restrictive legend set
forth (or described) in Section 3.2(a) above, except that (i) such certificate shall not be required to bear the first sentence of such restrictive
legend if (A) in the opinion of counsel for Company, such legend is not required in order to establish compliance with the registration
requirements of the Securities Act or (B) the securities represented by such certificate are Transferred in reliance upon Rule 144 or such other
available exemption from registration under the Securities Act, and (ii) such certificate shall not be required to bear the second sentence of such
restrictive legend from and after the time that the securities represented by such certificate are no longer subject to any contractual restrictions set
forth in this Agreement, it being understood and agreed, for the avoidance of doubt and without prejudice to any other provision of this
Agreement that would operate to terminate any such contractual restriction, that such securities will no longer be subject to any contractual
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