5.2 Neither the sale, exchange or other conveyance (for cash, shares
of stock, securities or other consideration) of all or substantially all the
property and assets of the Corporation nor the merger or consolidation of the
Corporation into or with any other corporation, or the merger or consolidation
of any other corporation into or with the Corporation, shall be deemed to be a
dissolution, liquidation or winding up, voluntary or involuntary, for the
purposes of this Section 5.
6. Transfer Restrictions.
6.1 Without the prior written consent of the Corporation, no holder
of shares of this Series shall offer, sell, transfer, pledge, encumber or
otherwise dispose of, or agree to offer, sell, transfer, pledge, encumber or
otherwise dispose of, any shares of this Series or interests in any shares of
this Series except to a Permitted Transferee that shall agree that, prior to
such Permitted Transferee ceasing to be a Permitted Transferee, such Permitted
Transferee must transfer ownership of any shares of this Series, and all
interests therein, held by such Permitted Transferee to any Permitted
Transferee. For the avoidance of doubt, the preceding sentence is not intended
to prohibit a holder of shares of this Series from entering into, or offering to
enter into, (a) any arrangement under which such holder agrees to promptly
convert shares of this Series and sell, transfer or otherwise dispose of the
Common Stock issuable upon such conversion or (b) any pledge or encumbrance of
shares of this Series; provided, however, that the terms of any such pledge or
encumbrance must require that, in the event of any sale or foreclosure with
respect to shares of this Series, such shares must be delivered immediately to
the Corporation for conversion into Common Stock. The provisions of this
Section 6.1 shall continue to be in effect with respect to any shares of this
Series received by any holder by virtue of merger, consolidation, operation of
law or otherwise.
6.2 Certificates for shares of this Series shall bear such legends as
the Corporation shall from time to time deem appropriate.
7. Other Provisions.
7.1 All notices from the Corporation to the holders of shares of this
Series shall be given by one of the methods specified in Section 7.2. With
respect to any notice to a holder of shares of this Series required to be