Common use of Certain Permitted Transfers Clause in Contracts

Certain Permitted Transfers. The restrictions in this Section 4 will not apply with respect to any Transfer of Carried Shares made (i) pursuant to applicable laws of descent and distribution or to such Person’s legal guardian in the case of any mental incapacity or among such Person’s Family Group, (ii) in connection with the Company’s initial Public Offering of the Common Shares upon the underwriters’ exercise of their option to purchase additional Common Shares to the extent set forth in the Company’s Registration Statement on Form S-1 (Registration No. 333-120444) filed with the Securities and Exchange Commission on November 12, 2004, as amended, or (iii) at such time as the Investors sell Common Shares to any unaffiliated third party, but in the case of this clause (iii) only an amount of shares (the “Transfer Amount”) equal to the lesser of (A) the number of Vested Shares owned by Executive and (B) the number of Common Shares owned by Executive multiplied by a fraction (the “Transfer Fraction”), the numerator of which is the number of Common Shares sold by the Investors in such sale and the denominator of which is the total number of Common Shares held by the Investors prior to the sale; provided that, if at the time of such sale of Common Shares by the Investors, Executive chooses not to Transfer the Transfer Amount, Executive shall retain the right to Transfer an amount of Common Shares at a future date equal to the lesser of (x) the number of Vested Shares owned by Executive at such future date and (y) the number of Common Shares owned by Executive at such future date multiplied by the Transfer Fraction; provided further that the restrictions contained in this Section 4 will continue to be applicable to the Carried Shares after any Transfer of the type referred to in clause (i) above and the transferees of such Carried Shares must agree in writing to be bound by the provisions of this Agreement. Any transferee of Carried Shares pursuant to a Transfer in accordance with the provisions of this Section 4(b)(i) is herein referred to as a “Permitted Transferee.” Upon the Transfer of Carried Shares pursuant to this Section 4(b), the transferring holder of Carried Shares will deliver a written notice (a “Transfer Notice”) to the Company. In the case of a Transfer pursuant to clause (i) hereof, the Transfer Notice will disclose in reasonable detail the identity of the Permitted Transferee(s).

Certain Permitted Transfers. The restrictions in this Section 4 SECTION 6 will not apply with respect to any Transfer of Carried Shares made (i) Executive Securities made pursuant to applicable laws of descent and distribution or to such Person’s 's legal guardian in the case of any mental incapacity or among such Person’s 's Family Group, Group or (ii) in connection with the Company’s initial Public Offering of the Common Shares upon the underwriters’ exercise of their option to purchase additional Common Shares to the extent set forth in the Company’s Registration Statement on Form S-1 (Registration No. 333-120444) filed with the Securities and Exchange Commission on November 12, 2004, as amended, or (iii) Units at such time as the Investors sell Common Shares to any unaffiliated third partyUnits in a Public Sale, but in the case of this clause (iiiii) only an amount of shares units (the “Transfer Amount”"TRANSFER AMOUNT") equal to the lesser of (A) the sum of the number of Vested Shares Carried Common Units and Co-Invest Common Units owned by Executive and (B) the result of the number of Common Shares Units owned by Executive multiplied by a fraction (the “Transfer Fraction”"TRANSFER FRACTION"), the numerator of which is the number of Common Shares Units sold by the Investors in such sale Public Sale and the denominator of which is the total number of Common Shares Units held by the Investors prior to the salePublic Sale; provided PROVIDED that, if at the time of such sale a Public Sale of Common Shares units by the Investors, Executive chooses not to Transfer the Transfer Amount, Executive shall retain the right to Transfer an amount of Common Shares Units at a future date equal to the lesser of (x) the sum of the number of Vested Shares Carried Common Units and Co-Invest Common Units owned by Executive at such future date and (y) the result of the number of Common Shares Units owned by Executive at such future date multiplied by the Transfer Fraction; provided PROVIDED further that the restrictions contained in this Section 4 SECTION 6 will continue to be applicable to the Carried Shares Executive Securities after any Transfer of the type referred to in clause (i) above and the transferees of such Carried Shares Executive Securities must agree in writing to be bound by the provisions of this Agreement and the LLC Agreement. Any transferee of Carried Shares Executive Securities pursuant to a Transfer in accordance with the provisions of clause (i) of this Section 4(b)(iSECTION 6(b) is herein referred to as a “Permitted Transferee"PERMITTED TRANSFEREE.” " Upon the Transfer of Carried Shares Executive Securities pursuant to this Section 4(bSECTION 6(b), the transferring holder of Carried Shares Executive Securities will deliver a written notice (a “Transfer Notice”"TRANSFER NOTICE") to the Company. In the case of a Transfer pursuant to clause (i) hereof, the Transfer Notice will disclose in reasonable detail the identity of the Permitted Transferee(s).

Certain Permitted Transfers. The restrictions in this Section SECTION 4 will not apply with respect to any Transfer of Carried Shares Units made (i) pursuant to applicable laws of descent and distribution or to such Person’s 's legal guardian in the case of any mental incapacity or among such Person’s 's Family Group, or (ii) in connection with the Company’s initial Public Offering of the Common Shares upon the underwriters’ exercise of their option to purchase additional Common Shares to the extent set forth in the Company’s Registration Statement on Form S-1 (Registration No. 333-120444) filed with the Securities and Exchange Commission on November 12, 2004, as amended, or (iii) at such time as the Investors sell Common Shares to any unaffiliated third partyUnits in a Public Sale, but in the case of this clause CLAUSE (iiiii) only an amount of shares units (the “Transfer Amount”"TRANSFER AMOUNT") equal to the lesser of (A) the number of Vested Shares Units owned by Executive and (B) the number of Common Shares Units owned by Executive multiplied by a fraction (the “Transfer Fraction”"TRANSFER FRACTION"), the numerator of which is the number of Common Shares Units sold by the Investors in such sale Public Sale and the denominator of which is the total number of Common Shares Units held by the Investors prior to the salePublic Sale; provided PROVIDED that, if at the time of such sale a Public Sale of Common Shares units by the Investors, Executive chooses not to Transfer the Transfer Amount, Executive shall retain the right to Transfer an amount of Common Shares Units at a future date equal to the lesser of (x) the number of Vested Shares Units owned by Executive at such future date and (y) the number of Common Shares Units owned by Executive at such future date multiplied by the Transfer Fraction; provided PROVIDED further that the restrictions contained in this Section SECTION 4 will continue to be applicable to the Carried Shares Units after any Transfer of the type referred to in clause (i) above and the transferees of such Carried Shares Units must agree in writing to be bound by the provisions of this Agreement. Any transferee of Carried Shares Units pursuant to a Transfer in accordance with the provisions of this Section SECTION 4(b)(i) is herein referred to as a “Permitted Transferee"PERMITTED TRANSFEREE.” " Upon the Transfer of Carried Shares Units pursuant to this Section SECTION 4(b), the transferring holder of Carried Shares Units will deliver a written notice (a “Transfer Notice”"TRANSFER NOTICE") to the Company. In the case of a Transfer pursuant to clause (i) hereof, the Transfer Notice will disclose in reasonable detail the identity of the Permitted Transferee(s).

Certain Permitted Transfers. The restrictions in this Section 4 will not apply with respect to any Transfer of Carried Shares Units made (i) pursuant to applicable laws of descent and distribution or to such Person’s legal guardian in the case of any mental incapacity or among such Person’s Family Group, or (ii) in connection with the Company’s initial Public Offering of the Common Shares upon the underwriters’ exercise of their option to purchase additional Common Shares to the extent set forth in the Company’s Registration Statement on Form S-1 (Registration No. 333-120444) filed with the Securities and Exchange Commission on November 12, 2004, as amended, or (iii) at such time as the Investors sell Common Shares to any unaffiliated third partyUnits in a Public Sale, but in the case of this clause (iiiii) only an amount of shares units (the “Transfer Amount”) equal to the lesser of (A) the number of Vested Shares Units owned by Executive and (B) the number of Common Shares Units owned by Executive multiplied by a fraction (the “Transfer Fraction”), the numerator of which is the number of Common Shares Units sold by the Investors in such sale Public Sale and the denominator of which is the total number of Common Shares Units held by the Investors prior to the salePublic Sale; provided that, if at the time of such sale a Public Sale of Common Shares units by the Investors, Executive chooses not to Transfer the Transfer Amount, Executive shall retain the right to Transfer an amount of Common Shares Units at a future date equal to the lesser of (x) the number of Vested Shares Units owned by Executive at such future date and (y) the number of Common Shares Units owned by Executive at such future date multiplied by the Transfer Fraction; provided further that the restrictions contained in this Section 4 will continue to be applicable to the Carried Shares Units after any Transfer of the type referred to in clause (i) above and the transferees of such Carried Shares Units must agree in writing to be bound by the provisions of this Agreement. Any transferee of Carried Shares Units pursuant to a Transfer in accordance with the provisions of this Section 4(b)(i) is herein referred to as a “Permitted Transferee.” Upon the Transfer of Carried Shares Units pursuant to this Section 4(b), the transferring holder of Carried Shares Units will deliver a written notice (a “Transfer Notice”) to the Company. In the case of a Transfer pursuant to clause (i) hereof, the Transfer Notice will disclose in reasonable detail the identity of the Permitted Transferee(s).

Certain Permitted Transfers. The restrictions set forth in this Section 4 will 3(a)(i) shall not apply with respect to any Transfer of Carried Shares Executive Securities made (i) pursuant to applicable laws of descent and distribution or to such Person’s 's legal guardian in the case of any mental incapacity or among such Person’s 's Family Group, or (ii) in connection with the Company’s initial Public Offering of the Common Shares upon the underwriters’ exercise of their option to purchase additional Common Shares to the extent set forth in the Company’s Registration Statement on Form S-1 (Registration No. 333-120444) filed with the Securities and Exchange Commission on November 12, 2004, as amended, or (iii) at such time as the Investors sell Investor Group sells Common Shares to any unaffiliated third partyStock in a Public Sale, but in the case of this clause (iiiii) only an amount of shares (the “"Transfer Amount”") equal to the lesser of (A) the number of Vested Shares owned by the Executive and (B) the number of Common Shares owned by Executive Securityholder multiplied by a fraction (the “"Transfer Fraction”"), the numerator of which is the number of shares of Common Shares Stock sold by the Investors Investor Group in such sale Public Sale and the denominator of which is the total number of shares of Common Shares Stock held by the Investors Investor Group prior to the salePublic Sale; provided that, if at the time of such sale of Common Shares a Public Sale by the InvestorsInvestor Group, the Executive Securityholder chooses not to Transfer the Transfer Amount, the Executive Securityholder shall retain the right to Transfer an amount of Common Vested Shares at a future date equal to the lesser of (x) the number of Vested Shares owned by the Executive at such future date and (y) the number of Common Shares owned by Executive Securityholder at such future date multiplied by the Transfer Fraction; provided further that that, the restrictions contained in this Section 4 3 will continue to be applicable to the Carried Shares Executive Securities after any Transfer of the type referred to in clause (i) above and the transferees of such Carried Shares must Executive Securities will agree in writing to be bound by the provisions of this Agreement. Any transferee of Carried Shares Executive Securities pursuant to a Transfer transfer in accordance with the provisions of this Section 4(b)(i3(b) is herein referred to as a “"Permitted Transferee.” " Upon the Transfer transfer of Carried Shares Executive Securities pursuant to this Section 4(b3(b), the transferring holder of Carried Shares Executive Securityholder will deliver a written notice (a “"Transfer Notice”") to the Company. In the case of a Transfer pursuant to clause (i) hereof, the Transfer Notice will disclose in reasonable detail the identity of the Permitted Transferee(s).

Certain Permitted Transfers. The restrictions in this Section 4 5 will not apply with respect to any Transfer of Carried Shares Common made (i) pursuant to applicable laws of descent and distribution or to such Person’s legal guardian in the case of any mental incapacity or among such Person’s Family Group, (ii) in connection with the Company’s initial Public Offering of the Common Shares upon the underwriters’ exercise of their option to purchase additional Common Shares to the extent set forth in the Company’s Registration Statement on Form S-1 (Registration No. 333-120444) filed with the Securities and Exchange Commission on November 12, 2004, as amended, or (iii) at such time as the Investors sell Common Shares to any unaffiliated third party, but in the case of this clause (iii) only an amount of shares (the “Transfer Amount”) equal to the lesser of (A) the number of Vested Shares owned by Executive and (B) the number of Common Shares owned by Executive multiplied by a fraction (the “Transfer Fraction”), the numerator of which is the number of Common Shares sold by the Investors in such sale and the denominator of which is the total number of Common Shares held by the Investors prior to the such sale; provided that, if at the time of such sale of Common Shares by the Investors, Executive chooses not to Transfer the Transfer Amount, Executive shall retain the right to Transfer an amount of Common Shares at a future date equal to the lesser of (x) the number of Vested Shares owned by Executive at such future date and (y) the number of Common Shares owned by Executive at such future date multiplied by the Transfer Fraction; provided further that the restrictions contained in this Section 4 5 will continue to be applicable to the Carried Shares Common after any Transfer of the type referred to in clause (i) above and the transferees of such Carried Shares Common must agree in writing to be bound by the provisions of this Agreement. Any transferee of Carried Shares Common pursuant to a Transfer in accordance with the provisions of this Section 4(b)(i5(b)(i) is herein referred to as a “Permitted Transferee.” Upon the Transfer of Carried Shares Common pursuant to this Section 4(b5(b), the transferring holder of Carried Shares Common will deliver a written notice (a “Transfer Notice”) to the Company. In the case of a Transfer pursuant to clause (i) hereof, the Transfer Notice will disclose in reasonable detail the identity of the Permitted Transferee(s).

Certain Permitted Transfers. The restrictions in this Section 4 SECTION 6 will not apply with respect to any Transfer of Carried Shares made (i) Executive Securities made pursuant to applicable laws of descent and distribution or to such Person’s 's legal guardian in the case of any mental incapacity or among such Person’s 's Family Group, Group or (ii) in connection with the Company’s initial Public Offering of the Common Shares upon the underwriters’ exercise of their option to purchase additional Common Shares to the extent set forth in the Company’s Registration Statement on Form S-1 (Registration No. 333-120444) filed with the Securities and Exchange Commission on November 12, 2004, as amended, or (iii) Units at such time as the Investors sell Common Shares to any unaffiliated third partyUnits in a Public Sale, but in the case of this clause (iiiii) only an amount of shares units (the “Transfer Amount”"TRANSFER AMOUNT") equal to the lesser of (A) the number of Vested Shares Common Units owned by Executive and (B) the result of the number of Common Shares Units owned by Executive multiplied by a fraction (the “Transfer Fraction”"TRANSFER FRACTION"), the numerator of which is the number of Common Shares Units sold by the Investors in such sale Public Sale and the denominator of which is the total number of Common Shares Units held by the Investors prior to the salePublic Sale; provided PROVIDED that, if at the time of such sale a Public Sale of Common Shares units by the Investors, Executive chooses not to Transfer the Transfer Amount, Executive shall retain the right to Transfer an amount of Common Shares Units at a future date equal to the lesser of (x) the number of Vested Shares Common Units owned by Executive at such future date and (y) the result of the number of Common Shares Units owned by Executive at such future date multiplied by the Transfer Fraction; provided PROVIDED further that the restrictions contained in this Section 4 SECTION 6 will continue to be applicable to the Carried Shares Executive Securities after any Transfer of the type referred to in clause (i) above and the transferees of such Carried Shares Executive Securities must agree in writing to be bound by the provisions of this Agreement, the LLC Agreement, the Securityholders Agreement and the Registration Agreement. Any transferee of Carried Shares Executive Securities pursuant to a Transfer in accordance with the provisions of clause (i) of this Section 4(b)(iSECTION 6(b) is herein referred to as a “Permitted Transferee"PERMITTED TRANSFEREE.” " Upon the Transfer of Carried Shares Executive Securities pursuant to this Section 4(bSECTION 6(b), the transferring holder of Carried Shares Executive Securities will deliver a written notice (a “Transfer Notice”"TRANSFER NOTICE") to the Company. In the case of a Transfer pursuant to clause (i) hereof, the Transfer Notice will disclose in reasonable detail the identity of the Permitted Transferee(s).

Certain Permitted Transfers. The restrictions set forth in this Section 4 will 3 shall not apply with respect to any Transfer of Carried Shares Executive Securities made (i) pursuant to applicable laws of descent and distribution or to such Person’s legal guardian in the case of any mental incapacity or among such Person’s Family Group, or (ii) in connection with the Company’s initial Public Offering of the Common Shares upon the underwriters’ exercise of their option to purchase additional Common Shares to the extent set forth in the Company’s Registration Statement on Form S-1 (Registration No. 333-120444) filed with the Securities and Exchange Commission on November 12, 2004, as amended, or (iii) at such time as the Investors sell CHS Group sells Common Shares to any unaffiliated third partyUnits in a Public Sale, but in the case of this clause (iiiii) only an amount of shares Common Units (the “Transfer Amount”) equal to the lesser of (A) the number of Vested Shares owned by Executive and (B) the number of Common Shares Units owned by the Executive Securityholder multiplied by a fraction (the “Transfer Fraction”), the numerator of which is the number of Common Shares Units sold by the Investors CHS Group in such sale Public Sale and the denominator of which is the total number of Common Shares Units held by the Investors CHS Group prior to the salePublic Sale; provided that, if at the time of such sale of Common Shares a Public Sale by the InvestorsCHS Group, the Executive Securityholder chooses not to Transfer the Transfer Amount, the Executive Securityholder shall retain the right to Transfer an amount of Common Shares Units at a future date equal to the lesser of (x) the number of Vested Shares owned by Executive at such future date and (y) the number of Common Shares Units owned by the Executive Securityholder at such future date multiplied by the Transfer Fraction; provided further that that, the restrictions contained in this Section 4 3 will continue to be applicable to the Carried Shares Executive Securities after any Transfer of the type referred to in clause (i) above and the transferees of such Carried Shares must Executive Securities will agree in writing to be bound by the provisions of this Agreement. Any transferee of Carried Shares Executive Securities pursuant to a Transfer transfer in accordance with the provisions of this Section 4(b)(i3(b) is herein referred to as a “Permitted Transferee.” Upon the Transfer transfer of Carried Shares Executive Securities pursuant to this Section 4(b3(b), the transferring holder of Carried Shares Executive Securityholder will deliver a written notice (a “Transfer Notice”) to the Company. In the case of a Transfer pursuant to clause (i) hereof, the Transfer Notice will disclose in reasonable detail the identity of the Permitted Transferee(s).

Certain Permitted Transfers. The restrictions set forth in this Section 4 will 3(a)(i) shall not apply with respect to any Transfer of Carried Shares Executive Securities made (i) pursuant to applicable laws of descent and distribution or to such Person’s legal guardian in the case of any mental incapacity or among such Person’s Family Group, or (ii) in connection with the Company’s initial Public Offering of the Common Shares upon the underwriters’ exercise of their option to purchase additional Common Shares to the extent set forth in the Company’s Registration Statement on Form S-1 (Registration No. 333-120444) filed with the Securities and Exchange Commission on November 12, 2004, as amended, or (iii) at such time as the Investors sell Investor Group sells Common Shares to any unaffiliated third partyStock in a Public Sale, but in the case of this clause (iiiii) only an amount of shares (the “Transfer Amount”) equal to the lesser of (A) the number of Vested Shares owned by the Executive and (B) the number of Common Shares owned by Executive Securityholder multiplied by a fraction (the “Transfer Fraction”), the numerator of which is the number of shares of Common Shares Stock sold by the Investors Investor Group in such sale Public Sale and the denominator of which is the total number of shares of Common Shares Stock held by the Investors Investor Group prior to the salePublic Sale; provided that, if at the time of such sale of Common Shares a Public Sale by the InvestorsInvestor Group, the Executive Securityholder chooses not to Transfer the Transfer Amount, the Executive Securityholder shall retain the right to Transfer an amount of Common Vested Shares at a future date equal to the lesser of (x) the number of Vested Shares owned by the Executive at such future date and (y) the number of Common Shares owned by Executive Securityholder at such future date multiplied by the Transfer Fraction; provided further that that, the restrictions contained in this Section 4 3 will continue to be applicable to the Carried Shares Executive Securities after any Transfer of the type referred to in clause (i) above and the transferees of such Carried Shares must Executive Securities will agree in writing to be bound by the provisions of this Agreement. Any transferee of Carried Shares Executive Securities pursuant to a Transfer transfer in accordance with the provisions of this Section 4(b)(i3(b) is herein referred to as a “Permitted Transferee.” Upon the Transfer transfer of Carried Shares Executive Securities pursuant to this Section 4(b3(b), the transferring holder of Carried Shares Executive Securityholder will deliver a written notice (a “Transfer Notice”) to the Company. In the case of a Transfer pursuant to clause (i) hereof, the Transfer Notice will disclose in reasonable detail the identity of the Permitted Transferee(s).

Certain Permitted Transfers. The restrictions in this Section 4 will not apply with respect to any Transfer of Carried Shares Executive Securities made (i) pursuant to applicable laws of descent and distribution or to such Person’s legal guardian in the case of any mental incapacity or among such Person’s Family Group, or (ii) in connection with the Company’s initial Public Offering of the Common Shares upon the underwriters’ exercise of their option to purchase additional Common Shares subject to the extent restrictions on transfer set forth in the Company’s Registration Statement on Form S-1 Agreement (Registration No. 333-120444including, without limitation, in Section 3 thereof) filed with the Securities and Exchange Commission on November 12or any agreement entered into pursuant thereto, 2004, as amended, or (iii) of Class A Common Units at such time as the Investors sell Class A Common Shares to any unaffiliated third partyUnits in a Public Sale, but in the case of this clause (iiiii) only an amount of shares Class A Common Units (the “Transfer Amount”) equal to the lesser of (A) the sum of the number of Vested Shares Carried Common Units and Co-Invest Common Units owned by Executive and (B) the product of (I) the number of Class A Common Shares Units owned by Executive multiplied by and (II) a fraction (the “Transfer Fraction”), the numerator of which is the number of Class A Common Shares Units sold by the Investors in such sale Public Sale and the denominator of which is the total number of Class A Common Shares Units held by the Investors prior to the salesuch Public Sale; provided that, if at the time of such sale a Public Sale of Common Shares units by the Investors, Executive chooses not to Transfer the Transfer Amount, Executive shall retain the right to Transfer an amount of Class A Common Shares Units at a future date equal to the lesser of (x) the sum of the number of Vested Shares Carried Common Units and Co-Invest Common Units owned by Executive at such future date and (y) the product of the number of Class A Common Shares Units owned by Executive at such future date multiplied by and the Transfer Fraction; provided further that the restrictions contained in this Section 4 will continue to be applicable to the Carried Shares Executive Securities after any Transfer of the type referred to in clause (i) above and the transferees of such Carried Shares Executive Securities must agree in writing to be bound by the provisions of this Agreement. Any transferee of Carried Shares Executive Securities pursuant to a Transfer in accordance with the provisions of clause (i) of this Section 4(b)(i4(b) is herein referred to as a “Permitted Transferee.” Upon the Transfer of Carried Shares Executive Securities pursuant to this Section 4(b), the transferring holder of Carried Shares Executive Securities will deliver a written notice (a “Transfer Notice”) to the Company. In the case of a Transfer pursuant to clause (i) hereof, the Transfer Notice will disclose in reasonable detail the identity of the Permitted Transferee(s).

Certain Permitted Transfers. The restrictions in this Section 4 will not apply with respect to any Transfer of Carried Shares Executive Securities made (i) pursuant to applicable laws of descent and distribution or to such Person’s legal guardian in the case of any mental incapacity or among such Person’s Family Group, or (ii) in connection with the Company’s initial Public Offering of the shares of Common Shares upon the underwriters’ exercise of their option to purchase additional Common Shares to the extent set forth in the Company’s Registration Statement on Form S-1 (Registration No. 333-120444) filed with the Securities and Exchange Commission on November 12, 2004, as amended, or (iii) Stock at such time as the Investors sell Common Shares to any unaffiliated third partyStock in a Public Sale, but in the case of this clause (iiiii) only an amount of shares (the “Transfer Amount”) equal to the lesser of (A) the sum of the number of shares of Vested Shares Common Stock owned by Executive and (B) the result of the number of shares of Common Shares Stock owned by Executive multiplied by a fraction (the “Transfer Fraction”), the numerator of which is the number of shares of Common Shares Stock sold by the Investors in such sale Public Sale and the denominator of which is the total number of shares of Common Shares Stock held by the Investors prior to the salePublic Sale; provided that, if at the time of such sale a Public Sale of Common Shares stock by the Investors, Executive chooses not to Transfer the Transfer Amount, Executive shall retain the right to Transfer an amount of Common Shares Stock at a future date equal to the lesser of (x) the sum of the number of shares of Vested Shares Common Stock owned by Executive at such future date and (y) the result of the number of the shares of Common Shares Stock owned by Executive at such future date multiplied by the Transfer Fraction; provided further that the restrictions contained in this Section 4 will continue to be applicable to the Carried Shares Executive Securities after any Transfer of the type referred to in clause (i) above and the transferees of such Carried Shares Executive Securities must agree in writing to be bound by the provisions of this Agreement. Any transferee of Carried Shares Executive Securities pursuant to a Transfer in accordance with the provisions of clause (i) of this Section 4(b)(i4(b) is herein referred to as a “Permitted Transferee.” Upon the Transfer of Carried Shares Executive Securities pursuant to this Section 4(b), the transferring holder of Carried Shares Executive Securities will deliver a written notice (a “Transfer Notice”) to the Company. In the case of a Transfer pursuant to clause (i) hereof, the Transfer Notice will disclose in reasonable detail the identity of the Permitted Transferee(s).

Certain Permitted Transfers. The restrictions in this Section 4 will not apply with respect to any Transfer of Carried Shares Securities made (i) pursuant to applicable laws of descent and distribution or to such Person’s legal guardian in the case of any mental incapacity or among such Person’s Family Group, or (ii) in connection with the Company’s initial Public Offering of the Common Shares upon the underwriters’ exercise of their option to purchase additional Common Shares subject to the extent restrictions on transfer set forth in the Company’s Registration Statement on Form S-1 Agreement (Registration No. 333-120444including, without limitation, in Section 3 thereof) filed with the Securities and Exchange Commission on November 12or any agreement entered into pursuant thereto, 2004, as amended, or (iii) of Class A Common Units at such time as the Investors sell Class A Common Shares to any unaffiliated third partyUnits in a Public Sale, but in the case of this clause (iiiii) only an amount of shares Class A Common Units (the “Transfer Amount”) equal to the lesser of (A) the sum of the number of Vested Shares Carried Common Units and Co-Invest Common Units owned by Executive Purchaser and (B) the product of (I) the number of Class A Common Shares Units owned by Executive multiplied by Purchaser and (II) a fraction (the “Transfer Fraction”), the numerator of which is the number of Class A Common Shares Units sold by the Investors in such sale Public Sale and the denominator of which is the total number of Class A Common Shares Units held by the Investors prior to the salesuch Public Sale; provided that, if at the time of such sale a Public Sale of Common Shares units by the Investors, Executive Purchaser chooses not to Transfer the Transfer Amount, Executive Purchaser shall retain the right to Transfer an amount of Class A Common Shares Units at a future date equal to the lesser of (x) the sum of the number of Vested Shares Carried Common Units and Co-Invest Common Units owned by Executive Purchaser at such future date and (y) the product of the number of Class A Common Shares Units owned by Executive Purchaser at such future date multiplied by and the Transfer Fraction; provided further that the restrictions contained in this Section 4 will continue to be applicable to the Carried Shares Securities after any Transfer of the type referred to in clause (i) above and the transferees of such Carried Shares Securities must agree in writing to be bound by the provisions of this Agreement. Any transferee of Carried Shares Securities pursuant to a Transfer in accordance with the provisions of clause (i) of this Section 4(b)(i4(b) is herein referred to as a “Permitted Transferee.” Upon the Transfer of Carried Shares Securities pursuant to this Section 4(b), the transferring holder of Carried Shares Securities will deliver a written notice (a “Transfer Notice”) to the Company. In the case of a Transfer pursuant to clause (i) hereof, the Transfer Notice will disclose in reasonable detail the identity of the Permitted Transferee(s).

Certain Permitted Transfers. The restrictions in this Section 4 will not apply with respect to any Transfer of Carried Shares Executive Securities made (i) pursuant to applicable laws of descent and distribution or to such Person’s legal guardian in the case of any mental incapacity or among such Person’s Family Group, or (ii) in connection with the Company’s initial Public Offering of the shares of Common Shares upon the underwriters’ exercise of their option to purchase additional Common Shares to the extent set forth in the Company’s Registration Statement on Form S-1 (Registration No. 333-120444) filed with the Securities and Exchange Commission on November 12, 2004, as amended, or (iii) Stock at such time as the Investors sell Common Shares to any unaffiliated third partyStock in a Public Sale, but in the case of this clause (iiiii) only an amount of shares (the “Transfer Amount”) equal to the lesser of (A) the sum of the number of shares of Vested Shares Common Stock owned by Executive and (B) the result of the number of shares of Common Shares Stock owned by Executive multiplied by a fraction (the “Transfer Fraction”), the numerator of which is the number of shares of Common Shares Stock sold by the Investors in such sale Public Sale and the denominator of which is the total number of shares of Common Shares Stock held by the Investors prior to the salePublic Sale; provided that, if at the time of such sale a Public Sale of Common Shares stock by the Investors, Executive chooses not to Transfer the Transfer Amount, Executive shall retain the right to Transfer an amount of Common Shares Stock at a future date equal to the lesser of (x) the sum of the number of shares of Vested Shares Common Stock owned by Executive at such future date and (y) the result of the number of the shares of Common Shares Stock owned by Executive at such future date multiplied by the Transfer Fraction; provided further that the restrictions contained in this Section 4 will continue to be applicable to the Carried Shares Executive Securities after any Transfer of the type referred to in clause (i) above and the transferees of such Carried Shares Executive Securities must agree in writing to be bound by the provisions of this Agreement. Any transferee of Carried Shares Executive Securities pursuant to a Transfer in accordance with the provisions of clause (i) of this Section 4(b)(i4(b) is herein referred to as a “Permitted Transferee.” Upon the Transfer of Carried Shares Executive Securities pursuant to this Section 4(b), the transferring holder of Carried Shares Executive Securities will deliver a written notice (a to “Transfer Notice”) to the Company. In the case of a Transfer pursuant to clause (i) hereof, the Transfer Notice will disclose in reasonable detail the identity of the Permitted Transferee(s).

Certain Permitted Transfers. The restrictions in this Section 4 will not apply with respect to any Transfer of Carried Shares Executive Securities made (i1) pursuant to applicable laws of descent and distribution or to such Person’s legal guardian in the case of any mental incapacity or among such Person’s Family Group, or (ii) in connection with the Company’s initial Public Offering of the shares of Common Shares upon the underwriters’ exercise of their option to purchase additional Common Shares to the extent set forth in the Company’s Registration Statement on Form S-1 (Registration No. 333-120444) filed with the Securities and Exchange Commission on November 12, 2004, as amended, or (iii) Stock at such time as the Investors sell Common Shares to any unaffiliated third partyStock in a Public Sale, but in the case of this clause (iiiii) only an amount of shares (the “Transfer Amount”) equal to the lesser of (A) the sum of the number of shares of Vested Shares Common Stock owned by Executive and (B) the result of the number of shares of Common Shares Stock owned by Executive multiplied by a fraction (the “Transfer Fraction”), the numerator of which is the number of shares of Common Shares Stock sold by the Investors in such sale Public Sale and the denominator of which is the total number of shares of Common Shares Stock held by the Investors prior to the salePublic Sale; provided that, if at the time of such sale a Public Sale of Common Shares stock by the Investors, Executive chooses not to Transfer the Transfer Amount, Executive shall retain the right to Transfer an amount of Common Shares Stock at a future date equal to the lesser of (x) the sum of the number of shares of Vested Shares Common Stock owned by Executive at such future date and (y) the result of the number of the shares of Common Shares Stock owned by Executive at such future date multiplied by the Transfer Fraction; : provided further that the restrictions contained in this Section 4 will continue to be applicable to the Carried Shares Executive Securities after any Transfer of the type referred to in clause (i) above and the transferees of such Carried Shares Executive Securities must agree in writing to be bound by the provisions of this Agreement. Any transferee of Carried Shares Executive Securities pursuant to a Transfer in accordance with the provisions of clause (i) of this Section 4(b)(i4(b) is herein referred to as a “Permitted Transferee.” Upon the Transfer of Carried Shares Executive Securities pursuant to this Section 4(b), the transferring holder of Carried Shares Executive Securities will deliver a written notice (a “Transfer Notice”) to the Company. In the case of a Transfer pursuant to clause (i) hereof, the Transfer Notice will disclose in reasonable detail the identity of the Permitted Transferee(s).

Certain Permitted Transfers. The restrictions in this Section 4 will not apply with respect to any Transfer of Carried Shares Securities made (i) pursuant to applicable laws of descent and distribution or to such Person’s legal guardian in the case of any mental incapacity or among such Person’s Family Group, or (ii) in connection with the Company’s initial Public Offering of the Common Shares upon the underwriters’ exercise of their option to purchase additional Common Shares subject to the extent restrictions on transfer set forth in the Company’s Registration Statement on Form S-1 Agreement (Registration No. 333-120444including, without limitation, in Section 3 thereof) filed with the Securities and Exchange Commission on November 12or any agreement entered into pursuant thereto, 2004, as amended, or (iii) at such time as the Investors sell of shares of Common Shares to any unaffiliated third partyStock that are Vested Shares, but in the case of this clause (iiiii) only an amount of shares (the “Transfer Amount”) of Common Stock that are Vested Shares equal to the lesser product of (A) the number of Vested Shares owned by Executive Total Share Number and (B) the number Cumulative Ratio (as of the date of such Transfer pursuant to this clause (ii), after giving effect to any Public Sale of Common Shares owned by Executive multiplied by a fraction (the “Transfer Fraction”), the numerator of which is the number of Common Shares sold Stock by the Investors in on such sale and date), less the denominator sum of which is (X) the total aggregate number of shares of Securities transferred by Executive in Public Sales prior to the date hereof and (Y) as of the date of such transfer, the aggregate number of shares of Securities previously transferred by Executive, Xxx Xxxxxxxxxx Trust, Xxxxxx Xxxxxxxxxx Trust and their Permitted Transferees after the date hereof pursuant to this clause (ii); provided that any in-kind distributions of shares of Common Shares held Stock by the Investors prior to the sale; provided that, if at the time their limited partners shall be deemed to be a Public Sale for purposes of such sale of Common Shares by the Investors, Executive chooses not to Transfer the Transfer Amount, Executive shall retain the right to Transfer an amount of Common Shares at a future date equal to the lesser of (x) the number of Vested Shares owned by Executive at such future date and (y) the number of Common Shares owned by Executive at such future date multiplied by the Transfer Fractionthis Section 4(b)(ii); provided further that the restrictions contained in this Section 4 will continue to be applicable to the Carried Shares Securities after any Transfer of the type referred to in clause (i) above and the transferees of such Carried Shares Securities must agree in writing to be bound by the provisions of this Agreement. Any transferee of Carried Shares Securities pursuant to a Transfer in accordance with the provisions of clause (i) of this Section 4(b)(i4(b) is herein referred to as a “Permitted Transferee.” Upon the Transfer of Carried Shares Securities pursuant to this Section 4(b), the transferring holder of Carried Shares Securities will deliver a written notice (a “Transfer Notice”) to the Company. In the case of a Transfer pursuant to clause (i) hereof, the Transfer Notice will disclose in reasonable detail the identity of the Permitted Transferee(s).

Certain Permitted Transfers. The restrictions set forth in this Section 4 will 2(a) shall not apply with respect to any Transfer of Carried Shares Executive Securities made (i) pursuant to applicable laws of descent and distribution or to such Person’s legal guardian in the case of any mental incapacity or among such Person’s Family Group, or (ii) in connection with the Company’s initial Public Offering of the Common Shares upon the underwriters’ exercise of their option to purchase additional Common Shares to the extent set forth in the Company’s Registration Statement on Form S-1 (Registration No. 333-120444) filed with the Securities and Exchange Commission on November 12, 2004, as amended, or (iii) at such time as the Investors sell Investor Group sells Common Shares to any unaffiliated third partyStock in a Public Sale, but in the case of this clause (iiiii) only an amount of shares (the “Transfer Amount”) equal to the lesser of (A) the number of Vested Shares owned by Executive and (B) the number shares of Common Shares Stock issued hereunder and owned by Executive multiplied by a fraction (the “Transfer Fraction”), the numerator of which is the number of shares of Common Shares Stock sold by the Investors Investor Group in such sale Public Sale and the denominator of which is the total number of shares of Common Shares Stock held by the Investors Investor Group prior to the salePublic Sale; provided that, if at the time of such sale of Common Shares a Public Sale by the InvestorsInvestor Group, Executive chooses not to Transfer the Transfer Amount, Executive shall retain the right to Transfer an amount of shares of Common Shares Stock at a future date equal to the lesser of (x) the number of Vested Shares owned by Executive at such future date and (y) the number shares of Common Shares Stock issued hereunder and owned by Executive at such future date multiplied by the Transfer FractionFranction; provided further that that, the restrictions contained in this Section 4 2 will continue to be applicable to the Carried Shares Executive Securities after any Transfer of the type referred to in clause (i) above and the transferees of such Carried Shares must Executive Securities will agree in writing to be bound by the provisions of this Agreement. Any transferee of Carried Shares Executive Securities pursuant to a Transfer transfer in accordance with the provisions of this Section 4(b)(i2(b) is herein referred to as a “Permitted Transferee.” Upon the Transfer transfer of Carried Shares Executive Securities pursuant to this Section 4(b2(b), the transferring holder of Carried Shares Executive will deliver a written notice (a “Transfer Notice”) to the Company. In the case of a Transfer pursuant to clause (i) hereof, the Transfer Notice will disclose in reasonable detail the identity of the Permitted Transferee(s).

Certain Permitted Transfers. The restrictions in this Section 4 will not apply with respect to any Transfer of Carried Shares Executive Securities made (i) pursuant to applicable laws of descent and distribution or to such Person’s legal guardian in the case of any mental incapacity or among such Person’s Family Group, or (ii) in connection with the Company’s initial Public Offering of the shares of Common Shares upon the underwriters’ exercise of their option to purchase additional Common Shares to the extent set forth in the Company’s Registration Statement on Form S-1 (Registration No. 333-120444) filed with the Securities and Exchange Commission on November 12, 2004, as amended, or (iii) Stock at such time as the Investors sell Common Shares to any unaffiliated third partyStock in a Public Sale, but in the case of this clause (iiiii) only an amount of shares (the “Transfer Amount”) equal to the lesser of (A) the sum of the number of shares of Vested Shares Common Stock owned by Executive and (B) the result of the number of shares of Common Shares Stock owned by Executive multiplied by a fraction (the “Transfer Fraction”), the numerator of which is the number of shares of Common Shares Stock sold by the Investors in such sale Public Sale and the denominator of which is the total number of shares of Common Shares Stock held by the Investors prior to the salePublic Sale; provided that, if at the time of such sale a Public Sale of Common Shares stock by the Investors, Executive chooses not to Transfer the Transfer Amount, . Executive shall retain the right to Transfer an amount of Common Shares Stock at a future date equal to the lesser of (x) the sum of the number of shares of Vested Shares Common Stock owned by Executive at such future date and (y) the result of the number of the shares of Common Shares Stock owned by Executive at such future date multiplied by the Transfer Fraction; provided further that the restrictions contained in this Section 4 will continue to be applicable to the Carried Shares Executive Securities after any Transfer of the type referred to in clause (i) above and the transferees of such Carried Shares Executive Securities must agree in writing to be bound by the provisions of this Agreement. Any transferee of Carried Shares Executive Securities pursuant to a Transfer in accordance with the provisions of clause (i) of this Section 4(b)(i4(b) is herein referred to as a “Permitted Transferee.” Upon the Transfer of Carried Shares Executive Securities pursuant to this Section 4(b), the transferring holder of Carried Shares Executive Securities will deliver a written notice (a “Transfer Notice”) to the Company. In the case of a Transfer pursuant to clause (i) hereof, the Transfer Notice will disclose in reasonable detail the identity of the Permitted Transferee(s).

Certain Permitted Transfers. The restrictions in this Section 4 will not apply with respect to any Transfer of Carried Shares Executive Securities made (i) pursuant to applicable laws of descent and distribution or to such Person’s legal guardian in the case of any mental incapacity or among such Person’s Family Group, or (ii) in connection with the Company’s initial Public Offering of the shares of Common Shares upon the underwriters’ exercise of their option to purchase additional Common Shares to the extent set forth in the Company’s Registration Statement on Form S-1 (Registration No. 333-120444) filed with the Securities and Exchange Commission on November 12, 2004, as amended, or (iii) Stock at such time as the Investors sell Common Shares to any unaffiliated third partyStock in a Public Sale, but in the case of this clause (iiiii) only an amount of shares (the “Transfer Amount”) equal to the lesser of (A) the sum of the number of shares of Vested Shares Common Stock owned by Executive and (B) the result of the number of shares of Common Shares Stock owned by Executive multiplied by a fraction (the “Transfer Fraction”), the numerator of which is the number of shares of Common Shares Stock sold by the Investors in such sale Public Sale and the denominator of which is the total number of shares of Common Shares Stock held by the Investors prior to the salePublic Sale; provided that, if at the time of such sale a Public Sale of Common Shares stock by the Investors, Executive chooses not to Transfer the Transfer Amount, Executive shall retain the right to Transfer an amount of Common Shares Stock at a future date equal to the lesser of (x) the sum of the number of shares of Vested Shares Common Stock owned by Executive at such future date and (y) the result of the number of the shares of Common Shares Stock owned by Executive at such future date multiplied by the Transfer Fraction; provided further that the restrictions contained in this Section 4 will continue to be applicable to the Carried Shares Executive Securities after any Transfer of the type referred to in clause (i) above and the transferees of such Carried Shares Executive Securities must agree in writing to be bound by the provisions of this Agreement. Any transferee of Carried Shares Executive Securities pursuant to a Transfer in accordance with the provisions of clause (ii) of this Section 4(b)(i4(b) is herein referred to as a “Permitted Transferee.” Upon the Transfer of Carried Shares Executive Securities pursuant to this Section 4(b), the transferring holder of Carried Shares Executive Securities will deliver a written notice (a “Transfer Notice”) to the Company. In the case of a Transfer pursuant to clause (i) hereof, the Transfer Notice will disclose in reasonable detail the identity of the Permitted Transferee(s).

Certain Permitted Transfers. The restrictions in this Section 4 will not apply with respect to any Transfer of Carried Shares Executive Securities made (i) pursuant to applicable laws of descent and distribution or to such Person’s legal guardian in the case of any mental incapacity or among such Person’s Family Group, or (ii) in connection with the Company’s initial Public Offering of the shares of Common Shares upon the underwriters’ exercise of their option to purchase additional Common Shares to the extent set forth in the Company’s Registration Statement on Form S-1 (Registration No. 333-120444) filed with the Securities and Exchange Commission on November 12, 2004, as amended, or (iii) Stock at such time as the Investors sell Common Shares to any unaffiliated third partyStock in a Public Sale, but in the case of this clause (iiiii) only an amount of shares (the “Transfer Amount”) equal to the lesser of (A) the sum of the number of shares of Vested Shares Common Stock owned by Executive and (B) the result of the number of shares of Common Shares Stock owned by Executive multiplied by a fraction (the “Transfer Fraction”), the numerator of which is the number of shares of Common Shares Stock sold by the Investors in such sale Public Sale and the denominator of which is the total number of shares of Common Shares Stock held by the Investors investors prior to the salePublic Sale; provided that, if at the time of such sale a Public Sale of Common Shares stock by the Investors, Executive chooses not to Transfer the Transfer Amount, Executive shall retain the right to Transfer an amount of Common Shares Stock at a future date equal to the lesser of (x) the sum of the number of shares of Vested Shares Common Stock owned by Executive at such future date and (y) the result of the number of the shares of Common Shares Stock owned by Executive at such future date multiplied by the Transfer Fraction; provided further that the restrictions contained in this Section 4 will continue to be applicable to the Carried Shares Executive Securities after any Transfer of the type referred to in clause (i) above and the transferees of such Carried Shares Executive Securities must agree in writing to be bound by the provisions of this Agreement. Any transferee of Carried Shares Executive Securities pursuant to a Transfer in accordance with the provisions of clause (i) of this Section 4(b)(i4(b) is herein referred to as a “Permitted Transferee.” Upon the Transfer of Carried Shares Executive Securities pursuant to this Section 4(b), the transferring holder of Carried Shares Executive Securities will deliver a written notice (a “Transfer Notice”) to the Company. In the case of a Transfer pursuant to clause (i) hereof, the Transfer Notice will disclose in reasonable detail the identity of the Permitted Transferee(s).

Certain Permitted Transfers. The restrictions in this Section 4 will not apply with respect to any Transfer of Carried Shares Executive Securities made (i) pursuant to applicable laws of descent and distribution or to such Person’s legal guardian in the case of any mental incapacity or among such Person’s Family Group, or (ii) in connection with the Company’s initial Public Offering of the Common Shares upon the underwriters’ exercise of their option to purchase additional Common Shares subject to the extent restrictions on transfer set forth in the Company’s Registration Statement on Form S-1 Agreement (Registration No. 333-120444including, without limitation, in Section 3 thereof) filed with the Securities and Exchange Commission on November 12or any agreement entered into pursuant thereto, 2004, as amended, or (iii) at such time as the Investors sell of shares of Common Shares to any unaffiliated third partyStock that are Vested Shares, but in the case of this clause (iiiii) only an amount of shares (the “Transfer Amount”) of Common Stock that are Vested Shares equal to the lesser product of (A) the number of Vested Shares owned by Executive Total Share Number and (B) the number Cumulative Ratio (as of the date of such Transfer pursuant to this clause (ii), after giving effect to any Public Sale of Common Shares owned by Executive multiplied by a fraction (the “Transfer Fraction”), the numerator of which is the number of Common Shares sold Stock by the Investors in on such sale and date), less the denominator sum of which is (X) the total aggregate number of shares of Executive Securities transferred by Executive in Public Sales prior to the date hereof and (Y) as of the date of such transfer, the aggregate number of shares of Executive Securities previously transferred by Executive, Executive Trust, Aquila, Aquila Trust and their Permitted Transferees after the date hereof pursuant to this clause (ii); provided that any in-kind distributions of shares of Common Shares held Stock by the Investors prior to the sale; provided that, if at the time their limited partners shall be deemed to be a Public Sale for purposes of such sale of Common Shares by the Investors, Executive chooses not to Transfer the Transfer Amount, Executive shall retain the right to Transfer an amount of Common Shares at a future date equal to the lesser of (x) the number of Vested Shares owned by Executive at such future date and (y) the number of Common Shares owned by Executive at such future date multiplied by the Transfer Fractionthis Section 4(b)(ii); provided further that the restrictions contained in this Section 4 will continue to be applicable to the Carried Shares Executive Securities after any Transfer of the type referred to in clause (i) above and the transferees of such Carried Shares Executive Securities must agree in writing to be bound by the provisions of this Agreement. Any transferee of Carried Shares Executive Securities pursuant to a Transfer in accordance with the provisions of clause (i) of this Section 4(b)(i4(b) is herein referred to as a “Permitted Transferee.” Upon the Transfer of Carried Shares Executive Securities pursuant to this Section 4(b), the transferring holder of Carried Shares Executive Securities will deliver a written notice (a “Transfer Notice”) to the Company. In the case of a Transfer pursuant to clause (i) hereof, the Transfer Notice will disclose in reasonable detail the identity of the Permitted Transferee(s).