Section 2.5 Restriction on Resale by Seller .
(a) Prior to the two-year anniversary date of the Closing, Seller hereby agrees that it will not offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, the Restricted Shares other than through a marketed secondary offering (a “ Marketed Secondary Offering ”), in accordance with the provisions of Section 5.13 of this Agreement or in an Approved Block Trade. Seller may not effect more than two Marketed Secondary Offerings in any 365 day period.
(b) To the extent that Buyer exercises its option to substitute cash for shares of Parent Common Stock pursuant to Section 2.2(b), the number of Restricted Shares shall be reduced by an amount equal to 54% of the shares of Stock Consideration substituted with cash; provided further that if the number of shares of Stock Consideration substituted with cash exceeds 7,600,000 shares of Parent Common Stock, then the restrictions imposed by Section 2.5(a) shall be terminated and have no effect.
(c) Seller may transfer those shares of Stock Consideration that are not the Restricted Shares to (A) a member of Seller (each a “ Seller Member ”) in the course of Seller distribution to such Seller Member or (B) an entity controlled by Seller, and a Seller Member may transfer any portion of the Stock Consideration to a member, partner, limited partner or shareholder of such Seller Member (each such member, partner, limited partner or shareholder (and each subsequent member, partner, limited partner or shareholder that is a distributee) shall also be deemed a “Seller Member” for purposes hereof) in the course of such Seller Member’s distribution, in each case, in accordance with the Securities Act.
Section 2.6 Restrictive Legend . Seller acknowledges and agrees that the resale of the Restricted Shares will be subject to certain restrictions and that the Restricted Shares may only be transferred in accordance with Section 2.5 above. Each certificate issued pursuant to this Agreement representing the Restricted Shares shall have the following legend:
“The securities represented by this certificate are subject to certain restrictions on transfer specified in Section 2.5 of the Stock Purchase Agreement dated as of March 17, 2006 by and among AAT Holdings, LLC II, AAT Communications Corp., AAT Acquisition LLC and SBA Communications Corporation.”
ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER Seller and Company, jointly and severally, represent and warrant to Buyer as follows: Section 3.1 Organization and Standing .
(a) (i) Seller is duly organized, validly existing and in good standing as a limited liability company under the laws of the State of Delaware and (ii) (A) has full corporate power and authority to own, lease and operate its properties and assets and to conduct its