Common use of Additional Transfer Restrictions Clause in Contracts

Additional Transfer Restrictions. (a) Notwithstanding the expiration of any of the Transfer restrictions set forth in Sections 3.2(a), 3.2(b) and 3.2(c), as applicable, until such time that the TPG Shareholders Beneficially Own, in the aggregate, less than three percent (3%) of the outstanding Company Ordinary Shares, the TPG Shareholders shall use their reasonable efforts not to Transfer any Company Ordinary Shares to any (x) Activist Investor or (y) Company Competitor who, in the case of this clause (y), prior to or after giving effect to such Transfer would, to the knowledge of the TPG Shareholders, Beneficially Own five percent (5%) or more of the outstanding Company Ordinary Shares (such a Company Competitor, a “Restricted Person”); provided, that the restrictions set forth above shall not apply to (a) any open market transactions (including any transaction under Rule 144 under the Securities Act); (b) any offering registered under the Securities Act if such offering is structured and conducted through an underwriter or otherwise in a manner reasonably calculated not to result in a Transfer of Company Ordinary Shares to any Activist Investor or Restricted Person, (c) subject to Article V, any transaction or series of related transactions (including any merger, exchange offer or tender offer) that results in at least a majority of the issued and outstanding equity securities of the Company being Beneficially Owned by any Person who, prior to the consummation of such transaction, or series of related transactions did not so Beneficially Own a majority of the issued and outstanding equity securities of the Company or (d) any Transfer if the Company consents to such Transfer in writing (such consent not to be unreasonably withheld, conditioned or delayed). (b) During the period beginning on the date hereof and ending on the two-year anniversary of the date hereof, each TPG Shareholder hereby agrees that it shall not, and it shall cause each of its controlled Affiliates not to, sell or otherwise Transfer any Company Ordinary Shares to (i) the Company, or (ii) any person that, to the knowledge of such TPG Shareholder or controlled Affiliate, is buying Company Ordinary Shares on the Company’s behalf.

Additional Transfer Restrictions. (a) Notwithstanding Following the expiration of any of Initial Share Holding Period and subject to the Transfer restrictions set forth in Sections 3.2(a), 3.2(b3.1(c) and 3.2(c)3.1(d) above, as applicable, until such time that the TPG Shareholders Beneficially Own, in the aggregate, less than three percent (3%) none of the outstanding Company Ordinary Stockholders may Transfer any Subject Shares, except: (a) in compliance with Rules 144 and 145 under the TPG Shareholders shall use their reasonable efforts not to Transfer any Company Ordinary Shares Securities Act; (b) pursuant to any underwritten Public Offerings, including, without limitation, pursuant to Sections 4.1, 4.2 and 4.3, provided that any such underwritten Public Offering is at least 180 days after the most recent underwritten Public Offering in which Subject Shares were Transferred; (xc) Activist Investor pursuant to Public Offerings other than underwritten Public Offerings or any other resale under an effective registration statement; (yd) Company Competitor who, in private transactions subject to applicable exemptions from the case registration requirements of this clause (y), prior the Securities Act to or after giving effect to such Transfer wouldPersons who have not filed and, to the knowledge of the TPG ShareholdersStockholder, Beneficially Own five percent would not be required to file after the consummation of the Transfer, either: (5%A) a Schedule 13D under the Exchange Act (a "Schedule 13D") , or (B) a Schedule 13G under the Exchange Act that discloses Beneficial Ownership of 10% or more of the then-outstanding Company Ordinary Shares (such a Company Competitor, a “Restricted Person”"10% Schedule 13G"); provided, that no more than 5% of the restrictions set forth above shall not apply then-outstanding Shares may be Transferred to (a) any open market transactions (including any transaction under Rule 144 under the Securities Act); (b) any offering registered under the Securities Act if such offering is structured and conducted through an underwriter or otherwise Person, whether in a manner reasonably calculated not to result in a Transfer of Company Ordinary Shares to any Activist Investor or Restricted Person, (c) subject to Article V, any single transaction or series of related transactions; (e) in private transactions (including any merger, exchange offer or tender offer) that results in at least a majority subject to applicable exemptions from the registration requirements of the issued and outstanding equity securities of the Company being Beneficially Owned by any Person who, prior Securities Act to the consummation of such transaction, or series of related transactions did not so Beneficially Own a majority of the issued and outstanding equity securities of the Company or (d) any Transfer if the Company consents to such Transfer in writing (such consent not to be unreasonably withheld, conditioned or delayed). (b) During the period beginning on the date hereof and ending on the two-year anniversary of the date hereof, each TPG Shareholder hereby agrees that it shall not, and it shall cause each of its controlled Affiliates not to, sell or otherwise Transfer any Company Ordinary Shares to (i) the Company, or (ii) any person thatPersons who have filed or, to the knowledge of the Stockholder, would be required to file after the consummation of the Transfer, either: (A) a Schedule 13D, or (B) a 10% Schedule 13G; provided, that no more than 5% of the then-outstanding Shares may be sold to any such TPG Shareholder Person, whether in a single transaction or controlled Affiliateseries of related transactions; provided further, is buying that prior to the Transfer, the Stockholder will have offered the Company Ordinary the opportunity to purchase the respective Subject Shares on (in the manner set forth in Section 3.4 below), and the Company shall have failed to exercise such right of first refusal; (f) in transactions outside of the United States subject to applicable exemptions from the registration requirements of the Securities Act; (g) pursuant to any tender or exchange offer commenced under Rule 14d-2 of the Exchange Act, or any merger, consolidation, sale or other business combination transaction involving the Company’s behalf; (h) pursuant to any distribution by the Majority Stockholder to its Stockholders pursuant to Section 3.3 below; (i) pursuant to any Transfer by a Stockholder to its Permitted Transferees pursuant to Section 3.4 below; (j) in bona fide transactions in compliance with the requirements of the Securities Act and Exchange Act that constitute a hedge against changes in the market price of the Shares; or (k) the grant by J.P. Morgan of a participation interest to one or more other investmenx xxxxx xxxaged by a Controlled Affiliate of J.P. Morgan Chase & Co. without a change in record ownership.

Additional Transfer Restrictions. (a) Notwithstanding Following the expiration of any of Initial Share Holding Period and subject to the Transfer restrictions set forth in Sections 3.2(a), 3.2(b3.1(c) and 3.2(c)3.1(d) above, as applicable, until such time that the TPG Shareholders Beneficially Own, in the aggregate, less than three percent (3%) none of the outstanding Company Ordinary Stockholders may Transfer any Subject Shares, except: (a) in compliance with Rules 144 and 145 under the TPG Shareholders shall use their reasonable efforts not to Transfer any Company Ordinary Shares Securities Act; (b) pursuant to any underwritten Public Offerings, including, without limitation, pursuant to Sections 4.1, 4.2 and 4.3, provided that any such underwritten Public Offering is at least 180 days after the most recent underwritten Public Offering in which Subject Shares were Transferred; (xc) Activist Investor pursuant to Public Offerings other than underwritten Public Offerings or any other resale under an effective registration statement; (yd) Company Competitor who, in private transactions subject to applicable exemptions from the case registration requirements of this clause (y), prior the Securities Act to or after giving effect to such Transfer wouldPersons who have not filed and, to the knowledge of the TPG ShareholdersStockholder, Beneficially Own five percent would not be required to file after the consummation of the Transfer, either: (5%A) a Schedule 13D under the Exchange Act (a “Schedule 13D”) , or (B) a Schedule 13G under the Exchange Act that discloses Beneficial Ownership of 10% or more of the then-outstanding Company Ordinary Shares (such a Company Competitor, a “Restricted Person10% Schedule 13G”); provided, that no more than 5% of the restrictions set forth above shall not apply then-outstanding Shares may be Transferred to (a) any open market transactions (including any transaction under Rule 144 under the Securities Act); (b) any offering registered under the Securities Act if such offering is structured and conducted through an underwriter or otherwise Person, whether in a manner reasonably calculated not to result in a Transfer of Company Ordinary Shares to any Activist Investor or Restricted Person, (c) subject to Article V, any single transaction or series of related transactions; (e) in private transactions (including any merger, exchange offer or tender offer) that results in at least a majority subject to applicable exemptions from the registration requirements of the issued and outstanding equity securities of the Company being Beneficially Owned by any Person who, prior Securities Act to the consummation of such transaction, or series of related transactions did not so Beneficially Own a majority of the issued and outstanding equity securities of the Company or (d) any Transfer if the Company consents to such Transfer in writing (such consent not to be unreasonably withheld, conditioned or delayed). (b) During the period beginning on the date hereof and ending on the two-year anniversary of the date hereof, each TPG Shareholder hereby agrees that it shall not, and it shall cause each of its controlled Affiliates not to, sell or otherwise Transfer any Company Ordinary Shares to (i) the Company, or (ii) any person thatPersons who have filed or, to the knowledge of the Stockholder, would be required to file after the consummation of the Transfer, either: (A) a Schedule 13D, or (B) a 10% Schedule 13G; provided, that no more than 5% of the then-outstanding Shares may be sold to any such TPG Shareholder Person, whether in a single transaction or controlled Affiliateseries of related transactions; provided further, is buying that prior to the Transfer, the Stockholder will have offered the Company Ordinary the opportunity to purchase the respective Subject Shares on (in the manner set forth in Section 3.4 below), and the Company shall have failed to exercise such right of first refusal; (f) in transactions outside of the United States subject to applicable exemptions from the registration requirements of the Securities Act; (g) pursuant to any tender or exchange offer commenced under Rule 14d-2 of the Exchange Act, or any merger, consolidation, sale or other business combination transaction involving the Company’s behalf; (h) pursuant to any distribution by the Majority Stockholder or the Minority Stockholder to its Stockholders pursuant to Section 3.3 below; (i) pursuant to any Transfer by a Stockholder to its Permitted Transferees pursuant to Section 3.4 below; (j) in bona fide transactions in compliance with the requirements of the Securities Act and Exchange Act that constitute a hedge against changes in the market price of the Shares; or (k) the grant by J.X. Xxxxxx of a participation interest to one or more other investment funds managed by a Controlled Affiliate of J.X. Xxxxxx Chase & Co. without a change in record ownership.