Common use of Agreements to Be Bound Clause in Contracts

Agreements to Be Bound. Notwithstanding anything to the contrary ---------------------- contained in this Agreement, any Transfer of shares by a Stockholder (other than pursuant to a Registration) shall be permitted under the terms of this Agreement only if (a), in the case of a Management Stockholder, such Management - Stockholder shall cause the transferee of such shares of Common Stock to execute the Spousal Waiver in the form attached hereto as Exhibit C, if such transferee is an individual who resides in a state with a community property system, and (b) the transferee of such shares of Common Stock shall agree in writing to be - bound by the terms and conditions of this Agreement pursuant to an instrument of assignment and assumption reasonably satisfactory in substance and form, (i) in - the case of a Transfer by an MJD Principal, to the Investor Stockholders, (ii) -- in the case of a Transfer by a Management Stockholder, to the Company, (iii) in --- the case of a Transfer by an Investor Stockholder, to the other Investor Stockholder and MJD Partners, and (iv) in the case of a Transfer by MJD -- Partners, to the Investor Stockholders. Upon the execution of the Spousal Waiver and the instrument of assignment and assumption by such transferee, as the case may be, such transferee shall be deemed to be the relevant Stockholder, as the case may be, for all purposes of this Agreement, including, in the case of a Transfer by a Management Stockholder, the provisions of Section 4; provided, however, that Section 11 ("Exit Payments") shall not apply to any -------- ------- transferee of MJD Partners, including a third party transferee which has acquired MJD Partners' shares of Common Stock in accordance with Section 2.2 ("Right of First Refusal"), and the portion of any Exit Payment otherwise allocable to MJD Partners under Section 11 shall be reduced, on a pro --- rata basis, by the amount of such Exit Payment attributable to the shares of ---- Common Stock so Transferred.

Agreements to Be Bound. Notwithstanding anything to the ---------------------- contrary ---------------------- contained in this Agreement, any Transfer of shares by Xxxxx to a Stockholder Permitted Assignee or by Charter (other than pursuant to a Registration) shall be permitted under the terms of this Agreement only if (a), in the case of a Management Stockholder, such Management - Stockholder shall cause the transferee of such shares of Common Stock to execute the Spousal Waiver in the form attached hereto as Exhibit C, if such transferee is an individual who resides in a state with a community property system, and (b) the transferee of such shares of Common Stock shall agree in writing to be - bound by the terms and conditions of this Agreement pursuant to an instrument of assignment and assumption reasonably satisfactory in substance and form, (i) in - the case of a Transfer by an MJD Principal, to the Investor Stockholders, (ii) -- in the case of a Transfer by a Management StockholderXxxxx, to the CompanyCharter and, (iii) in --- the case of a Transfer by an Investor Stockholder, to the other Investor Stockholder and MJD Partners, and (iv) in the case of a Transfer by MJD -- PartnersCharter, to the Investor Stockholders. KIA V. Upon the execution of the Spousal Waiver and the instrument of assignment and assumption by such transferee, as the case may be, such transferee shall be deemed to be the relevant StockholderXxxxx or Charter, as the case may be, for all purposes of this Agreement, including, in the case of a Transfer by a Management Stockholder, the provisions of Section 4; provided, -------- however, that Section 11 3.3 ("Tag-Along Rights"), Section 5 ("Put Rights"), ------- Section 8 ("Exit Payments") and Section 14.2 ("Sales Incentive Fee") shall not apply to any -------- ------- transferee of MJD PartnersCharter (other than a transferee permitted under subsection 5 of Section 1.1 (an "Affiliate Transferee"), including or a third party transferee which has acquired MJD Partners' Charter's shares of Common Stock in accordance with Section 2.2 ("Right and which Xxxxx has approved, such approval not to be unreasonably withheld). Notwithstanding anything herein to the contrary, Charter shall exercise all rights hereunder on behalf of First Refusal"), any such Affiliate Transferee and the portion Company and Xxxxx shall be entitled to deal exclusively with Charter and rely on the consent, waiver or any other action by Charter as the consent, waiver or other action, as the case may be, of any Exit Payment otherwise allocable to MJD Partners under Section 11 shall be reduced, on a pro --- rata basis, by the amount of such Exit Payment attributable to the shares of ---- Common Stock so TransferredAffiliate Transferee.

Agreements to Be Bound. (a) Notwithstanding anything to the contrary ---------------------- contained in this Agreement, any Transfer of shares of Common Stock by a Management Stockholder (other than pursuant to a Registration) shall be permitted under the terms of this Agreement only if the transferee (a)i) shall agree in writing to be bound by the terms and conditions of this Agreement and shall evidence such agreement by executing a joinder agreement, in the case form of a Management Stockholder, such Management - Stockholder which is attached as Exhibit A hereto and (ii) shall cause the transferee of such shares of Common Stock his or her spouse, if any, to execute the a Spousal Waiver in form and substance satisfactory to the form attached hereto as Exhibit CCommittee, if such transferee is an individual who resides in a state with a community property system. Upon the execution of the joinder agreement and, and (b) if applicable, the transferee Spousal Waiver by the spouse of such transferee, such transferee shall be deemed to be a Management Stockholder and all shares of Common Stock so Transferred shall be deemed Shares for all purposes of this Agreement, except as otherwise provided in the joinder agreement; provided, however, that Section 2.1 hereof shall not apply to any transferee who has acquired shares of Common Stock pursuant to Section 4 hereof. (b) Notwithstanding anything to the contrary contained in this Agreement, as a condition precedent to the effectiveness of any Transfer of Units by any Institutional Investor, the transferee thereof shall be required to agree in writing to be - bound by the terms and conditions of this Agreement pursuant to an instrument of assignment and assumption reasonably satisfactory in substance and form, (i) in - the case of a Transfer by an MJD Principal, form to the Investor Stockholders, (ii) -- in the case of a Transfer by a Management Stockholder, to the Company, (iii) in --- the case of a Transfer by an Investor Stockholder, to the other Investor Stockholder and MJD Partners, and (iv) in the case of a Transfer by MJD -- Partners, to the Investor StockholdersHoldings. Upon the execution of the Spousal Waiver and the instrument of assignment and assumption by such transferee, as the case may be, such transferee shall be deemed to be the relevant Stockholder, as the case may be, an Other Investor and all Units so Transferred shall be deemed Units for all purposes of this Agreement. Subejct to the foregoing, includingany Person who acquires Units from an Institutional Investor in accordance with the terms hereof, shall be entitled to participate in the case of a Transfer pre-emptive rights contemplated by a Management StockholderSection 3 hereof to the extent, and only to the provisions of Section 4; provided, howeverextent, that on the date that Holdings makes a determination of those Stockholders entitled to participate in an issuance of Proposed Securities pursuant to Section 11 3 hereof, such Person owns at least fifity percent ("Exit Payments"50%) shall not apply to any -------- ------- transferee of MJD Partners, including a third party transferee which has acquired MJD Partners' the aggregate number of shares of Common Stock initially acquired by such Person in accordance with Section 2.2 ("Right of First Refusal"), and the portion of any Exit Payment otherwise allocable to MJD Partners under Section 11 shall be reduced, on a pro --- rata basis, by the amount of such Exit Payment attributable to the shares of ---- Common Stock so Transferredterms hereof.

Agreements to Be Bound. Notwithstanding anything to the contrary ---------------------- contained in this Agreement, any Transfer of shares by a Stockholder (the “Transferor”) (other than (x) pursuant to a RegistrationRegistration or (y) pursuant to Section 2 (“Sale by Management Stockholders to the Company”), Section 3 (“Right of the Company and OTPP to Purchase from Management Stockholders”), Section 4.2 (“Forced Sale of Class B Common Stock”), Section 7 (“Tag-Along and Drag-Along Rights”) or Section 14.3) shall be permitted under the terms of this Agreement only if (a), in the case of a Management Stockholder, such Management - Stockholder shall cause the transferee of such shares of Common Stock to execute Transferor (the Spousal Waiver in the form attached hereto as Exhibit C, if such transferee is an individual who resides in a state with a community property system, and (b“Transferee”) the transferee of such shares of Common Stock shall agree in writing to be - bound by the terms and conditions of this Agreement pursuant to an instrument of assignment and assumption reasonably satisfactory in substance and form, (i) in - the case of a Transfer by an MJD Principal, form to the Investor StockholdersCompany, (ii) -- and in the case of a Transfer by Transferee of a Management StockholderStockholder who resides in a state with a community property system, such Transferee causes his or her spouse, if any, to the Company, (iii) in --- the case of execute a Transfer by an Investor Stockholder, to the other Investor Stockholder and MJD Partners, and (iv) Spousal Waiver in the case form of a Transfer by MJD -- Partners, to the Investor StockholdersExhibit A attached hereto. Upon the execution of the Spousal Waiver and the instrument of assignment and assumption by such transfereeTransferee and, as if applicable, the case may beSpousal Waiver by the spouse of such Transferee, such transferee Transferee shall enjoy all of the rights and shall be deemed subject to be all of the relevant Stockholder, as restrictions and obligations of the case may be, for all purposes Transferor of this Agreementsuch Transferee, including, in the case of a Transfer by without limitation, if such Transferor was a Management Stockholder, the provisions of Section 4; provided2 (“Sale by Management Stockholders to the Company”) and Section 3 (“Right of the Company and OTPP to Purchase from Management Stockholders”) or, howeverif such Transferor was an Investor Stockholder, that the provisions of Section 11 4.1 ("Exit Payments") shall not apply to any -------- ------- transferee “Sale of MJD Partners, including a third party transferee which has acquired MJD Partners' shares of Class B Common Stock in accordance with Section 2.2 ("Right of First Refusal"by Investor Stockholder”), Section 4.2 (“Forced Sale of Class B Common Stock”) and Section 8 (“Election of Directors”) (which shall continue to apply as though such Transferor were still the portion of any Exit Payment otherwise allocable to MJD Partners under Section 11 shall be reduced, on a pro --- rata basis, by the amount holder of such Exit Payment attributable to the shares of ---- Common Stock so Transferredshares).