Common use of Additional Requirements of Transfer Clause in Contracts

Additional Requirements of Transfer. Any Transfer permitted by this Agreement shall be further subject to and conditioned upon full compliance by the transferor and transferee with each of the following\ conditions: (a) No Transfer shall be made: (i) to a Person who, in accordance with applicable law, lacks the capacity to own, or otherwise is prohibited from owning, such Securities by reason of minority, incompetence or otherwise; or (ii) to a Person otherwise prohibited by applicable law from entering into such transaction or holding such Securities; or (iii) which violates any other provision of this Agreement. (b) Upon the sale, assignment, donation or other disposition by Tarte or Harrow of Outstanding Tarte Shares or Outstanding Harrow Shares, respectively, as a result of which Tarte or Harrow, as the case may be, shall cease to hold 1,000,000 Outstanding Tarte Shares, or Outstanding Harrow Shares, respectively, Tarte or Harrow, as applicable, shall cause its Designees to submit their resignations as directors of the Company and any Subsidiary, in form and substance satisfactory to the Company and, if any holder of at least 1,000,000 Outstanding Tarte Shares or Outstanding Harrow Shares, as the case may be, is a Stockholders, henceforth such holder of the Outstanding Tarte Shares or Outstanding Harrow Shares, as the case may be, shall have the right to select the Tarte Designees or Harrow Designees, as applicable. (c) The transferor and transferee shall have delivered to the Company such other agreements, instruments and other documents (including opinions of counsel reasonably satisfactory to the Company) as the Company shall request in order to demonstrate compliance of any such Transfer with the provisions of this Agreement and applicable law. (d) In the case of a transfer to a Permitted Assignee, such Permitted Assignee shall have executed an agreement in form and substance satisfactory to Tarte and Harrow by which such Permitted Assignee shall have agreed to become a party to and bound by the terms and conditions of this Agreement.

Additional Requirements of Transfer. Any Transfer permitted by this Agreement shall be further subject to and conditioned upon full compliance by the transferor and transferee with each of the following\ following conditions: (a) Each transferee shall have executed an agreement in form and substance satisfactory to the Company, by which such transferee shall have agreed to become a party to and bound by the terms and conditions of this Agreement. (b) Any transfer, conveyance or other taxes resulting from such Transfer, and any costs or expenses incurred by the Company in connection with such Transfer shall be borne, jointly and severally, by the transferor and/or the transferee and each transferor and transferee do hereby jointly and severally agree to indemnify and hold harmless each other party hereto from such taxes and jointly and severally indemnify and hold harmless the Company from such other expenses, and agree to promptly reimburse the Company or such other party, as the case may be, for any such taxes, costs or expenses. (c) No Transfer shall be made: (i) to a Person who, in accordance with applicable law, lacks the capacity to own, or otherwise is prohibited from owning, such Securities Shares by reason of minority, incompetence or otherwise; or (ii) to a Person otherwise prohibited by applicable law from entering into such transaction or holding such SecuritiesShares; or (iiiii) which violates any other provision of this Agreement. (bd) Upon the sale, assignment, donation or other disposition of Shares owned by Tarte or Harrow of Outstanding Tarte Shares or Outstanding Harrow Sharesa Stockholder, respectively, as a result of which Tarte or Harrow, as the case may be, shall cease to hold 1,000,000 Outstanding Tarte Shares, or Outstanding Harrow Shares, respectively, Tarte or Harrow, as applicable, such transferring Stockholder shall cause its Designees nominees to submit their resignations as directors and officers of the Company and any SubsidiaryCompany, in form and substance satisfactory to the Company and, if any holder of at least 1,000,000 Outstanding Tarte Shares or Outstanding Harrow Shares, as the case may be, is a Stockholders, henceforth such holder of the Outstanding Tarte Shares or Outstanding Harrow Shares, as the case may be, shall have the right to select the Tarte Designees or Harrow Designees, as applicableCompany. (ce) The transferor and transferee shall have delivered to the Company such other agreements, instruments and other documents (including opinions of counsel reasonably satisfactory to the Company) as the Company shall request in order to demonstrate compliance of any such Transfer with the provisions of this Agreement and applicable law. (df) In The Transfer will not result in the case Company's being subject to the registration and reporting requirements of a transfer to a Permitted Assigneethe Investment Company Act of 1940, such Permitted Assignee as amended. (g) The Transfer shall have executed an agreement in form and substance satisfactory to Tarte and Harrow by which such Permitted Assignee shall have agreed not cause the Company to become a party to and bound "holding company" or a "public utility company" or an "affiliate" of a "public utility company" as such terms are defined by the terms Public Utility Holding Company Act of 1935 ("PUHCA"). (h) The Transfer will not result in the Company or any Stockholder being subject to any additional material regulatory burdens or adverse tax treatment. (i) The Transfer shall not cause the Company or its subsidiaries to become subject to the Federal Power Act or Natural Gas Act or regulation as a "public utility", a "local distribution company", an "electrical load serving entity" or a similar entity under the law of any state except to the extent that, at the time of the Transfer, the Company or any subsidiary thereof is already subject to regulation thereunder. (j) The Transfer shall not cause any Qualifying Facility within the meaning of the Public Utility Regulatory Policies Act of 1978 ("PURPA") and conditions 18 C.F.R. Part 292 ("Qualifying Facility") in which the Company or its subsidiaries hold an equity interest to lose its status as such under PURPA or have any material adverse effect on the regulatory status of this Agreementany other project owned or operated by the Company or its subsidiaries.

Additional Requirements of Transfer. Any Transfer permitted by this Agreement shall be further subject to and conditioned upon full compliance by the transferor and transferee Transferee with each of the following\ following conditions: (a) No Transfer Each Transferee shall be made: (i) have executed an agreement in form and substance reasonably satisfactory to the Company, by which such Transferee shall have agreed to become a Person who, in accordance with applicable law, lacks party to and bound by the capacity to own, or otherwise is prohibited from owning, such Securities by reason of minority, incompetence or otherwise; or (ii) to a Person otherwise prohibited by applicable law from entering into such transaction or holding such Securities; or (iii) which violates any other provision terms and conditions of this Agreement. (b) Upon the saleAny Transfer, assignment, donation conveyance or other disposition taxes resulting from such Transfer, and any costs or expenses incurred by Tarte the Company in connection with such Transfer shall be borne, jointly and severally, by the transferor and/or the Transferee and each transferor and Transferee do hereby jointly and severally agree to indemnify and hold harmless each other party hereto from such taxes and jointly and severally indemnify and hold harmless the Company from such costs or Harrow of Outstanding Tarte Shares expenses, and agree to promptly reimburse the Company or Outstanding Harrow Shares, respectively, as a result of which Tarte or Harrowsuch other party, as the case may be, shall cease to hold 1,000,000 Outstanding Tarte Sharesfor any such taxes, costs or Outstanding Harrow Shares, respectively, Tarte or Harrow, as applicable, shall cause its Designees to submit their resignations as directors of the Company and any Subsidiary, in form and substance satisfactory to the Company and, if any holder of at least 1,000,000 Outstanding Tarte Shares or Outstanding Harrow Shares, as the case may be, is a Stockholders, henceforth such holder of the Outstanding Tarte Shares or Outstanding Harrow Shares, as the case may be, shall have the right to select the Tarte Designees or Harrow Designees, as applicableexpenses. (c) The transferor and transferee Transferee shall have delivered to the Company such other agreements, instruments and other documents (including opinions of counsel reasonably satisfactory to the Company) as the Company shall request in order to demonstrate compliance of any such Transfer transfer with the provisions of this Agreement and applicable law. (d) In The Managing Member shall cooperate in admitting any Person who acquires an Interest in compliance with this Article VI as a Member of the case Company. (e) Notwithstanding anything to the contrary herein, no Transfer shall be permitted under this Agreement if in the reasonable opinion of a transfer tax counsel to a Permitted Assignee, such Permitted Assignee shall have executed an agreement the Company it would result in form and substance satisfactory materially adverse tax consequences to Tarte and Harrow by which such Permitted Assignee shall have agreed to become a party to and bound by the terms and conditions of this AgreementCompany or the Members.

Additional Requirements of Transfer. Any Transfer transfer by a Shareholder of Shares permitted by this Agreement the Articles (a "Transfer") shall be further subject to and conditioned conditional upon full compliance by the transferor and transferee with each of the following\ following conditions: (a) Each transferee shall have executed an agreement in form and substance satisfactory to the Company, by which such transferee shall have agreed to become a party to and bound by the terms and conditions of this Agreement. (b) Any transfer, conveyance or other taxes resulting from such Transfer, and any costs or expenses incurred by the Company in connection with such Transfer shall be borne, jointly and severally, by the transferor and/or the transferee and each transferor and transferee do hereby jointly and severally agree to indemnify and hold harmless each other party hereto from such taxes and jointly and severally indemnify and hold harmless the Company from such other expenses, and agree to promptly reimburse the Company or such other party, as the case may be, for any such taxes, costs or expenses. (c) No Transfer shall be made: (i) to a Person who, in accordance with applicable law, lacks the capacity to own, or otherwise is prohibited from owning, such Securities Shares by reason of minority, incompetence or otherwise; or (ii) to a Person otherwise prohibited by applicable law from entering into such transaction or holding such SecuritiesShares; or (iiiii) which violates any other provision of this Agreement. (bd) Upon the sale, assignment, donation or other disposition of Shares owned by Tarte or Harrow of Outstanding Tarte Shares or Outstanding Harrow Sharesa Shareholder, respectively, as a result of which Tarte or Harrow, as the case may be, shall cease to hold 1,000,000 Outstanding Tarte Shares, or Outstanding Harrow Shares, respectively, Tarte or Harrow, as applicable, such transferring Shareholder shall cause its Designees nominees to submit their resignations as directors and officers of the Company and any SubsidiaryCompany, in form and substance satisfactory to the Company and, if any holder of at least 1,000,000 Outstanding Tarte Shares or Outstanding Harrow Shares, as the case may be, is a Stockholders, henceforth such holder of the Outstanding Tarte Shares or Outstanding Harrow Shares, as the case may be, shall have the right to select the Tarte Designees or Harrow Designees, as applicableCompany. (ce) The transferor and transferee shall have delivered to the Company such other agreements, instruments and other documents (including opinions of counsel reasonably satisfactory to the Company) as the Company shall request in order to demonstrate compliance of any such Transfer with the provisions of this Agreement and applicable law. (df) In The Transfer will not result in the case Company any Shareholder or any Affiliate of a transfer any Shareholder being subject to a Permitted Assignee, such Permitted Assignee shall have executed an agreement in form and substance satisfactory to Tarte and Harrow by which such Permitted Assignee shall have agreed to become a party to and bound by the terms and conditions of this Agreementany additional material regulatory burdens or adverse tax treatment.

Additional Requirements of Transfer. (a) Any Transfer transfer otherwise permitted by this Agreement shall be further subject to and conditioned upon full compliance by the transferor and transferee with each of the following\ conditions:following conditions (any of which may be waived by the Company in its sole discretion): (ai) No Transfer each transferee shall have executed an agreement in form and substance satisfactory to the Company, by which such transferee shall have agreed to become a party to and bound by the terms and conditions of this Agreement and shall have expressly assumed all of the obligations of the transferring Stockholder or Optionholder; (ii) each transferee shall pay all filing, publication and recording fees, all transfer and stamp taxes, if any, and all reasonable expenses, including, without limitation, reasonable counsel fees and expenses, incurred by the Company in connection with such transaction; (iii) each transferee shall execute a certificate in form and substance satisfactory to the Company to the effect that it is acquiring the Shares for its own account for investment and not with a view to the resale or distribution thereof and that it will only transfer the acquired Shares to a Person who so similarly represents and warrants and shall include in such certificate such other representations, warranties and covenants as the Company or counsel to the Company may reasonably require; (iv) the Company receives an opinion of counsel reasonably acceptable to the Company (who may be counsel for the Company), in form and substance satisfactory to the Company, that such transfer does not violate federal or state securities laws or any representation or warranty of such transferring Stockholder given in connection with the acquisition of its Shares; (v) if the transfer is to the Company, the Company has received such instruments of transfer which the Company shall request in order to transfer record and beneficial ownership of such Shares to the Company; (vi) each transferee shall execute a Confidentiality Agreement with the Company and, if the transferor is a party to a Non-Competition Agreement, at the request of the Company, a Non-Competition Agreement, in each case in form and substance satisfactory to the Company; and (vii) each transferee shall execute such other documents or instruments as counsel to the Company may require (or as may be required by law) in order to effect the transfer of the Shares; (b) Notwithstanding anything in this Agreement to the contrary, no transfer shall be made: : (i) to a Person who, in accordance with applicable law, lacks the capacity to own, or otherwise is prohibited from owning, such Securities by reason of minority, incompetence Shares or otherwiseOptions; or or (ii) to a Person otherwise prohibited by applicable law from entering into such transaction or holding such SecuritiesShares or Options; or or (iii) which violates any other provision of this Agreement. (bc) Upon the saletransfer of Shares owned by a Management Stockholder (other than pursuant to a Permitted Transfer), assignmentsuch transferring Stockholder shall and, donation if applicable, such transferring Stockholder shall cause its designees and Related Employee to, submit his or her resignation as a director and officer of the Company and any Subsidiary of the Company and as trustee or other disposition by Tarte fiduciary of any employee benefit plan or Harrow trust of Outstanding Tarte Shares or Outstanding Harrow Sharesthe Company and any Subsidiary of the Company, respectivelyif, as a result of which Tarte or Harrowsuch transfer, as such Management Stockholder, together with its Permitted Transferees (i) in the case may beof Rice (and his Permitted Transferees), shall cease to hold 1,000,000 Outstanding Tarte Shares, or Outstanding Harrow Shares, respectively, Tarte or Harrow, as applicable, shall cause its Designees to submit their resignations as directors holds less than 33% of the number of outstanding Voting Shares of the Company and any Subsidiary, on a Fully Diluted Basis which Rice owns on the date hereof; or (ii) in form and substance satisfactory to the Company and, if any holder of at least 1,000,000 Outstanding Tarte Shares or Outstanding Harrow Shares, as the case may be, is a Stockholders, henceforth such holder of the Outstanding Tarte Shares or Outstanding Harrow Shares, as the case may be, shall have the right to select the Tarte Designees or Harrow Designees, as applicable. (c) The transferor and transferee shall have delivered to the Company such other agreements, instruments and other documents (including opinions of counsel reasonably satisfactory to the Company) as the Company shall request in order to demonstrate compliance of any such Transfer with the provisions of this Agreement and applicable law. (d) In the case of any other Management Stockholders, has transferred all of his Voting Shares on a transfer to a Permitted Assignee, such Permitted Assignee shall have executed an agreement in form and substance satisfactory to Tarte and Harrow by which such Permitted Assignee shall have agreed to become a party to and bound by fully diluted basis of the terms and conditions of this AgreementCompany.