Common use of Certain Persons to Execute Agreement Clause in Contracts

Certain Persons to Execute Agreement. (a) Each Stockholder agrees that it will not directly or indirectly make any Sale of, or create, incur or assume any Encumbrance with respect to, any Shares held by such Stockholder, unless, prior to the consummation of any such Sale or the creation, incurrence or assumption of any such Encumbrance, the Person to whom or which such Sale is proposed to be made or the Person in whose favor such Encumbrance is proposed to be created, incurred or assumed (for purposes of this Section 3.06, a “Prospective Transferee”) (i) executes and delivers to the Company an agreement, in form and substance reasonably satisfactory to the Company, whereby such Prospective Transferee confirms that, with respect to the Shares that are the subject of such Sale or Encumbrance, it shall be deemed to be a “Stockholder” for the purposes of this Agreement and agrees to be bound by all the terms of this Agreement and (ii) delivers to the Company a written opinion of counsel, satisfactory in form and substance to the Company, to the effect that the agreement referred to above that is delivered by such Prospective Transferee is a legal, valid and binding obligation of such Prospective Transferee enforceable against such Prospective Transferee in accordance with its terms. Upon the execution and delivery by such Prospective Transferee of the agreement referred to in clause (i) of the next preceding sentence and, the delivery of the opinion of counsel referred to in clause (ii) of the next preceding sentence, such Prospective Transferee shall be deemed a “Stockholder” for the purposes of this Agreement, and shall have the rights and be subject to the obligations of a Stockholder hereunder with respect to the Shares held by such Prospective Transferee or in respect of which such Encumbrance shall have been created, incurred or assumed.

Certain Persons to Execute Agreement. (a) Each Stockholder Securityholder agrees that it will not directly or indirectly make any Sale of, or create, incur or assume any Encumbrance with respect to, to any Shares held by such StockholderSecurityholder, unless, prior to the consummation of any such Sale or the creation, incurrence or assumption of any such Encumbrance, the Person to whom or which such Sale is proposed to be made or the Person in whose favor such Encumbrance is proposed to be created, incurred or assumed (for purposes of this Section 3.064.6, a “Prospective Transferee”"PROSPECTIVE TRANSFEREE") (i) executes and delivers to the Company an agreement, in form and substance reasonably satisfactory to the Company, whereby such Prospective Transferee confirms that, with respect to the Shares that are the subject of such Sale or Encumbrance, it shall be deemed to be a “Stockholder” "Securityholder" for the purposes of this Agreement and agrees to be bound by all the terms of this Agreement to which the transferor Securityholder is a party and (ii) unless such Prospective Transferee is a recognized institutional investor, delivers to the Company a written an opinion of counsel, satisfactory in form and substance to the Company, to the effect that the agreement referred to above that is delivered by such Prospective Transferee is a legal, valid and binding obligation of such Prospective Transferee enforceable against such Prospective Transferee in accordance with its terms. Upon the execution and delivery by such Prospective Transferee of the agreement referred to in clause (i) of the next preceding sentence and, if required, the delivery of the opinion of counsel referred to in clause (ii) of the next preceding sentence, such Prospective Transferee shall be deemed a “Stockholder” "Securityholder" for the purposes of this Agreement, and shall have the rights and be subject to the obligations of a Stockholder Securityholder hereunder with respect to the Shares held by such Prospective Transferee or in respect of which such Encumbrance shall have been created, incurred or assumed.

Certain Persons to Execute Agreement. (a) Each No Stockholder agrees that it will not shall, directly or indirectly indirectly, make any Sale of, or create, incur or assume any Encumbrance with respect to, any Shares held by such Stockholder, unless, prior to the consummation of any such Sale or the creation, incurrence or assumption of any such Encumbrance, (i) the Person person to whom or which such Sale is proposed to be made or the Person person in whose favor such Encumbrance is proposed to be created, incurred or assumed (for purposes of this Section 3.06, a “Prospective Transferee”"PROSPECTIVE TRANSFEREE") (iA) executes and delivers to the Company an agreement, in form and substance reasonably satisfactory to the Company, whereby such Prospective Transferee confirms that, with respect to the Shares that are the subject of such Sale or Encumbrance, it shall be deemed to be a “"Stockholder” " for the purposes of this Agreement and agrees to be bound by all the terms of this Agreement Agreement, and (iiB) unless such Prospective Transferee is a recognized institutional investor, financial institution or other institutional lender or GCP II, delivers to the Company a written an opinion of counsel, satisfactory in form and substance to the Company, to the effect that the agreement referred to above that is delivered by such Prospective Transferee is a legal, valid and binding obligation of such Prospective Transferee enforceable against such Prospective Transferee in accordance with its terms; and (ii) in the event any Prospective Transferee is an affiliate or the issue or spouse or a corporation, all of the capital stock of which, or a trust, all of the beneficiaries of which, are the issue or spouse of such transferor Stockholder, such Stockholder executes and delivers to the Company an agreement, in form and substance satisfactory to the Company, whereby such Stockholder confirms that, with respect to the Shares that are the subject of such Sale or Encumbrance, it shall guarantee the performance by such Prospective Transferee of all the terms of this Agreement. Upon the execution and delivery by such Prospective Transferee of the agreement agreements referred to in clause clauses (ii)(A) and (ii), as the case may be, of the next preceding sentence and, if required, the delivery of the opinion of counsel referred to in clause (iii)(B) of the next preceding sentence, such Prospective Transferee shall be deemed a “"Stockholder” " for the purposes of this Agreement, and shall have the rights and be subject to the obligations of a Stockholder hereunder with respect to the Shares held by such Prospective Transferee or in respect of which such Encumbrance shall have been created, incurred or assumed.

Certain Persons to Execute Agreement. (a) Each Stockholder agrees that it will not directly or indirectly make any Sale of, or create, incur or assume any Encumbrance with respect to, any Shares shares of 8% Preferred Stock Series A or Conversion Stock held by such Stockholder, unless, prior to the consummation of any such Sale or the creation, incurrence or assumption of any such Encumbrance, the Person to whom or which such Sale is proposed to be made or the Person in whose favor such Encumbrance is proposed to be created, incurred or assumed (for purposes of this Section 3.063.04, a “"Prospective Transferee”") (i) executes and delivers to the Company an agreement, in form and substance reasonably satisfactory to the Company, whereby such Prospective Transferee confirms that, with respect to the Shares shares of 8% Preferred Stock Series A or Conversion Stock that are the subject of such Sale or Encumbrance, it shall be deemed to be a “"Stockholder” " for the purposes of this Agreement and agrees to be bound by all the terms of this Agreement and (ii) unless such Prospective Transferee is a recognized institutional investor, delivers to the Company a written an opinion of counsel, satisfactory in form and substance to the Company, to the effect that the agreement referred to above that is delivered by such Prospective Transferee is a legal, valid and binding obligation of such Prospective Transferee enforceable against such Prospective Transferee in accordance with its terms. Upon the execution and delivery by such Prospective Transferee of the agreement referred to in clause (i) of the next preceding sentence and, if required, the delivery of the opinion of counsel referred to in clause (ii) of the next preceding sentence, such Prospective Transferee shall be deemed a “"Stockholder” " for the purposes of this Agreement, and shall have the rights and be subject to the obligations of a Stockholder hereunder with respect to the Shares shares held by such Prospective Transferee or in respect of which such Encumbrance shall have been created, incurred or assumed. ================================================================================ ================================================================================ (b) Anything in this Section 3.04 or in Section 3.03 to the contrary notwithstanding, the provisions of this Section 3.04 will not be applicable to (i) any Sale of shares of 8% Preferred Stock Series A or Conversion Stock pursuant to a Public Offering or (ii) any Sale of shares of 8% Preferred Stock Series A or Conversion Stock in a Rule 144 Transaction which is consummated after the date of a Public Offering.

Certain Persons to Execute Agreement. (a) Each Stockholder agrees that it will not directly or indirectly make any Sale of, or create, incur or assume any Encumbrance with respect to, any Shares shares of 8% Preferred Stock or Conversion Stock held by such Stockholder, unless, prior to the consummation of any such Sale or the creation, incurrence or assumption of any such Encumbrance, the Person to whom or which such Sale is proposed to be made or the Person in whose favor such Encumbrance is proposed to be created, incurred or assumed (for purposes of this Section 3.063.04, a “"Prospective Transferee”") (i) executes and delivers to the Company an agreement, in form and substance reasonably satisfactory to the Company, whereby such Prospective Transferee confirms that, with respect to the Shares shares of 8% Preferred Stock or Conversion Stock that are the subject of such Sale or Encumbrance, it shall be deemed to be a “"Stockholder” " for the purposes of this Agreement and agrees to be bound by all the terms of this Agreement and (ii) unless such Prospective Transferee is a recognized institutional investor, delivers to the Company a written an opinion of counsel, satisfactory in form and substance to the Company, to the effect that the agreement referred to above that is delivered by such Prospective Transferee is a legal, valid and binding obligation of such Prospective Transferee enforceable against such Prospective Transferee in accordance with its terms. Upon the execution and delivery by such Prospective Transferee of the agreement referred to in clause (i) of the next preceding sentence and, if required, the delivery of the opinion of counsel referred to in clause (ii) of the next preceding sentence, such Prospective Transferee shall be deemed a “"Stockholder” " for the purposes of this Agreement, and shall have the rights and be subject to the obligations of a Stockholder hereunder with respect to the Shares shares held by such Prospective Transferee or in respect of which such Encumbrance shall have been created, incurred or assumed.

Certain Persons to Execute Agreement. (a) Each Stockholder agrees that it will not directly or indirectly make any Sale of, or create, incur or assume any Encumbrance with respect to, any Shares held by such Stockholder, unless, prior to the consummation of any such Sale or the creation, incurrence or assumption of any such Encumbrance, the Person to whom or which such Sale is proposed to be made or the Person in whose favor such Encumbrance is proposed to be created, incurred or assumed (for purposes of this Section 3.06, a “"Prospective Transferee”") (i) executes and delivers to the Company an agreement, in form and substance reasonably satisfactory to the Company, whereby such Prospective Transferee confirms that, with respect to the Shares that are the subject of such Sale or Encumbrance, it shall be deemed to be a “"Stockholder” " for the purposes of this Agreement and agrees to be bound by all the terms of this Agreement and (ii) delivers to the Company a written opinion of counsel, satisfactory in form and substance to the Company, to the effect that the agreement referred to above that is delivered by such Prospective Transferee is a legal, valid and binding obligation of such Prospective Transferee enforceable against such Prospective Transferee in accordance with its terms. Upon the execution and delivery by such Prospective Transferee of the agreement referred to in clause (i) of the next preceding sentence and, if required, the delivery of the opinion of counsel referred to in clause (ii) of the next preceding sentence, such Prospective Transferee shall be deemed a “"Stockholder” " for the purposes of this Agreement, and shall have the rights and be subject to the obligations of a Stockholder hereunder with respect to the Shares held by such Prospective Transferee or in respect of which such Encumbrance shall have been created, incurred or assumed.

Certain Persons to Execute Agreement. (a) Each Stockholder agrees that it will not directly or indirectly make any Sale of, or create, incur or assume any Encumbrance with respect to, any Shares shares of 8% Preferred Stock or Conversion Stock held by such Stockholder, unless, prior to the consummation of any such Sale or the creation, incurrence or assumption of any such Encumbrance, the Person to whom or which such Sale is 8 proposed to be made or the Person in whose favor such Encumbrance is proposed to be created, incurred or assumed (for purposes of this Section 3.063.04, a “"Prospective Transferee”") (i) executes and delivers to the Company an agreement, in form and substance reasonably satisfactory to the Company, whereby such Prospective Transferee confirms that, with respect to the Shares shares of 8% Preferred Stock or Conversion Stock that are the subject of such Sale or Encumbrance, it shall be deemed to be a “"Stockholder” " for the purposes of this Agreement and agrees to be bound by all the terms of this Agreement and (ii) unless such Prospective Transferee is a recognized institutional investor, delivers to the Company a written an opinion of counsel, satisfactory in form and substance to the Company, to the effect that the agreement referred to above that is delivered by such Prospective Transferee is a legal, valid and binding obligation of such Prospective Transferee enforceable against such Prospective Transferee in accordance with its terms. Upon the execution and delivery by such Prospective Transferee of the agreement referred to in clause (i) of the next preceding sentence and, if required, the delivery of the opinion of counsel referred to in clause (ii) of the next preceding sentence, such Prospective Transferee shall be deemed a “"Stockholder” " for the purposes of this Agreement, and shall have the rights and be subject to the obligations of a Stockholder hereunder with respect to the Shares shares held by such Prospective Transferee or in respect of which such Encumbrance shall have been created, incurred or assumed.

Certain Persons to Execute Agreement. (a) Each Stockholder agrees that it will not directly or indirectly make any Sale of, or create, incur or assume any Encumbrance with respect to, any Shares held by such Stockholder, unless, prior to the consummation of any such Sale or the creation, incurrence or assumption of any such Encumbrance, the Person to whom or which such Sale is proposed to be made or the Person in whose favor such Encumbrance is proposed to be created, incurred or assumed (for purposes of this Section 3.06, a “”Prospective Transferee”) (i) executes and delivers to the Company an agreement, in form and substance reasonably satisfactory to the Company, whereby such Prospective Transferee confirms that, with respect to the Shares that are the subject of such Sale or Encumbrance, it shall be deemed to be a “Stockholder” for the purposes of this Agreement and agrees to be bound by all the terms of this Agreement and (ii) delivers to the Company a written opinion of counsel, satisfactory in form and substance to the Company, to the effect that the agreement referred to above that is delivered by such Prospective Transferee is a legal, valid and binding obligation of such Prospective Transferee enforceable against such Prospective Transferee in accordance with its terms. Upon the execution and delivery by such Prospective Transferee of the agreement referred to in clause (i) of the next preceding sentence and, the delivery of the opinion of counsel referred to in clause (ii) of the next preceding sentence, such Prospective Transferee shall be deemed a “Stockholder” for the purposes of this Agreement, and shall have the rights and be subject to the obligations of a Stockholder hereunder with respect to the Shares held by such Prospective Transferee or in respect of which such Encumbrance shall have been created, incurred or assumed.