Common use of Certain Transferees Bound by Agreement Clause in Contracts

Certain Transferees Bound by Agreement. Subject to compliance with the other provisions of this Article III, any Securityholder may Transfer any Securities held by such Securityholder in accordance with applicable law; provided, that if the Transfer is not made pursuant to a Public Sale or a transaction the consummation of which will cause the termination of this Agreement pursuant to Article VII, then the Transferor of such Security shall first deliver to the Company a written agreement of the proposed Transferee (excluding a Transferee that is a limited partner of Vestar) to become a Securityholder and to be bound by the terms of this Agreement (unless such proposed Transferee is already a Securityholder). All Pro-Fac Securities and Employee Securities will continue to be Pro-Fac Securities and Employee Securities in the hands of any Transferee (other than the Company, Vestar or any Transferee in a Public Sale); provided, that Pro-Fac Securities and Employee Securities Transferred pursuant to an exercise of tag-along rights as an Other Holder under Section 3.2(a) shall not be subject to the provisions of Section 3.1 in the hands of the Transferee or any subsequent Transferee. All Vestar Securities will continue to be Vestar Securities in the hands of any Transferee (other than the Company, Pro-Fac, the Employees or a Transferee in a Public Sale).

Certain Transferees Bound by Agreement. Subject to compliance with the other provisions of this Article III, any Securityholder may Transfer any Securities held by such Securityholder in accordance with applicable law; provided, however, that if the Transfer is not made pursuant to a Public Sale or a transaction the consummation of which will cause the termination of this Agreement pursuant to Article VIIVI, then the Transferor of such Security shall first deliver to the Company a written agreement of the proposed Transferee transferee (excluding a Transferee transferee that is a limited partner of VestarLimited Partner) to become a Securityholder and to be bound by the terms of this Agreement (unless such proposed Transferee transferee is already a Securityholder). All Pro-Fac Securities and Employee Securities will continue to be Pro-Fac Securities and Employee Securities in the hands of any Transferee transferee (other than the Company, Vestar Vestar, a Co-Investor or any Transferee transferee in a Public SaleSale or pursuant to a sale under Section 3.3(a)); provided, provided that Pro-Fac Securities and Employee Securities Transferred pursuant to an exercise of tag-along rights as an Other Holder under Section 3.2(a3.3(a) shall not be subject to the provisions of Section 3.1 in the hands of the Transferee transferee or any subsequent Transfereetransferee. All Co-Investor Securities will continue to be Co-Investor Securities in the hands of any transferee (other than the Company, Vestar, the Employees or a transferee in a Public Sale or pursuant to a sale under Section 3.3(a)); provided that Co-Investor Securities Transferred pursuant to an exercise of tag-along rights as an Other Holder under Section 3.3(a) shall not be subject to the provisions of Section 3.1 in the hands of the transferee or any subsequent transferee. All Vestar Securities will continue to be Vestar Securities in the hands of any Transferee transferee (other than the Company, Prothe Co-FacInvestors, the Employees or a Transferee transferee in a Public Sale).

Certain Transferees Bound by Agreement. Subject to compliance with the other provisions of this Article III, any Securityholder may Transfer any Securities held by such Securityholder in accordance with applicable law; provided, however, that if the Transfer is not made pursuant to a Public Sale or a transaction the consummation of which will cause the termination of this Agreement pursuant to Article VII, then the Transferor of such Security shall first deliver to the Company a written agreement of the proposed Transferee (excluding a Transferee that is a limited partner of VestarLimited Partner) to become a Securityholder and to be bound by the terms of this Agreement (unless such proposed Transferee is already a Securityholder). All Pro-Fac Securities and Employee Securities will continue to be Pro-Fac Securities and Employee Securities in the hands of any Transferee (other than the Company, Vestar THL or any Transferee in a Public Sale); provided, provided that Pro-Fac Securities and Employee Securities Transferred pursuant to an exercise of tag-along rights as an Other Holder under Section 3.2(a) shall not be subject to the provisions of Section 3.1 in the hands of the Transferee or any subsequent Transferee. All Vestar THL Securities will continue to be Vestar THL Securities in the hands of any Transferee (other than the Company, Pro-Fac, a Limited Partner or the Employees or a Transferee in a Public Sale).

Certain Transferees Bound by Agreement. Subject to compliance with the other provisions of this Article III, any Securityholder may Transfer any Securities held by such Securityholder in accordance with applicable law; provided, however, that if the Transfer is not made pursuant to a Public Sale or a transaction the consummation of which will cause the termination of this Agreement pursuant to Article VIIV, then the Transferor of such Security shall first deliver to the Company a written agreement of the proposed Transferee (excluding a Transferee that is a limited partner of VestarLimited Partner) to become a Securityholder and to be bound by the terms of this Agreement (unless such proposed Transferee is already a Securityholder). All Pro-Fac Securities and Employee Securities will continue to be Pro-Fac Securities and Employee Securities in the hands of any Transferee (other than the Company, Vestar Marathon or any Transferee in a Public Sale); provided, provided that Pro-Fac Securities and Employee Securities Transferred pursuant to an exercise of tag-along rights as an Other Holder under Section 3.2(a) shall not be subject to the provisions of Section 3.1 in the hands of the Transferee or any subsequent Transferee. All Vestar Marathon Securities will continue to be Vestar Marathon Securities in the hands of any Transferee (other than the Company, Pro-Fac, the Employees or a Transferee in a Public Sale).

Certain Transferees Bound by Agreement. Subject to compliance with the other provisions of this Article III, any Securityholder may Transfer any Securities held by such Securityholder in accordance with applicable law; provided, however, that if the Transfer is not made pursuant to a Public Sale or a transaction the consummation of which will cause the termination of this Agreement pursuant to Article VII, then the Transferor of such Security shall first deliver to the Company a written agreement of the proposed Transferee (excluding a Transferee that is a limited partner of VestarLimited Partner) to become a Securityholder and to be bound by the terms of this Agreement (unless such proposed Transferee is already a Securityholder). All Pro-Fac Securities and Employee Securities will continue to be Pro-Fac Securities and Employee Securities in the hands of any Transferee (other than the Company, Vestar or any Transferee in a Public Sale); provided, provided that Pro-Fac Securities and Employee Securities Transferred pursuant to an exercise of tag-along rights as an Other Holder under Section 3.2(a) shall not be subject to the provisions of Section 3.1 in the hands of the Transferee or any subsequent Transferee. All Vestar Securities will continue to be Vestar Securities in the hands of any Transferee (other than the Company, Pro-Fac, the Employees or a Transferee in a Public Sale).

Certain Transferees Bound by Agreement. Subject to compliance with the other provisions of this Article III, any Securityholder may Transfer any Securities held by such Securityholder in accordance with applicable law; provided, however, that if the Transfer is not made pursuant to a Public Sale or a transaction the consummation of which will cause the termination of this Agreement pursuant to Article VIIVI, then the Transferor of such Security shall first deliver to the Company a written agreement of the proposed Transferee (excluding a Transferee that is a limited partner of VestarLimited Partner) to become a Securityholder and to be bound by the terms of this Agreement (unless such proposed Transferee is already a Securityholder). All Pro-Fac Securities and Employee Securities will continue to be Pro-Fac Securities and Employee Securities in the hands of any Transferee (other than the Company, Vestar or any Transferee in a Public Sale); provided, provided that Pro-Fac Securities and Employee Securities Transferred pursuant to an exercise of tag-along rights as an Other Holder under Section 3.2(a3.3(a) shall not be subject to the provisions of Section 3.1 in the hands of the Transferee or any subsequent Transferee. All Vestar Securities will continue to be Vestar Securities in the hands of any Transferee (other than the Company, Pro-Fac, the Employees or a Transferee in a Public Sale).

Certain Transferees Bound by Agreement. Subject to compliance with the other provisions of this Article IIIIII and the LLC Agreement, any Securityholder may Transfer any Securities held by such Securityholder in accordance with applicable law; provided, however, that if the Transfer is not made pursuant to a Public Sale or a transaction the consummation of which will cause the termination of this Agreement pursuant to Article VIIVI, then the Transferor of such Security shall first deliver to the Company a written agreement of the proposed Transferee (excluding a Transferee that is a limited partner of VestarLimited Partner) to become a Securityholder and to be bound by the terms of this Agreement (unless such proposed Transferee is already a Securityholder). All Pro-Fac Securities and Employee Securities will continue to be Pro-Fac Securities and Employee Securities in the hands of any Transferee (other than the Company, Vestar or any Transferee in a Public Sale); provided, provided that Pro-Fac Securities and Employee Securities Transferred pursuant to an exercise of tag-along rights as an Other Holder under Section 3.2(a3.3(a) shall not be subject to the provisions of Section 3.1 in the hands of the Transferee or any subsequent Transferee. All Vestar Securities will continue to be Vestar Securities in the hands of any Transferee (other than the Company, Pro-Fac, the Employees or a Transferee in a Public Sale).