Common use of Conditions to Permitted Transfers Clause in Contracts

Conditions to Permitted Transfers. Unless otherwise waived by the Board in its sole discretion, as a condition to the Company’s obligation to effect a Disposition permitted by this Agreement on the books and records of the Company, any transferee of Common Stock (other than (x) a transferee described in Section 5.1(a), (c), (d) and/or (e) or (y) the Company, TopCo Parent or their respective Affiliates) shall be required to (a) become a party to this Agreement by executing an Adoption Agreement in substantially the form of Exhibit A (or in such other form that is satisfactory to the Board) (an “Adoption Agreement”), (b) if such transferee is a natural person, cause his or her spouse (and any subsequent spouse), to execute and deliver a Spousal Consent or, if unmarried, to personally execute and deliver a Spousal Consent, in each case substantially in the form of Exhibit C attached hereto or in a form otherwise satisfactory to the Board and (c) execute such further documents as may be necessary, in the sole judgement of the Board.

Conditions to Permitted Transfers. 15 Unless otherwise waived by the Board in its sole discretion, as a condition to the Company’s obligation to effect a Disposition permitted by this Agreement on the books and records of the Company, any transferee of Common Stock (other than (x) a transferee described in Section 5.1(a), (c), (d) and/or (e) or (y) the Company, TopCo Parent or their respective Affiliates) shall be required to (a) become a party to this Agreement by executing an Adoption Agreement in substantially the form of Exhibit A (or in such other form that is satisfactory to the Board) (an “Adoption Agreement”), (b) if such transferee is a natural person, cause his or her spouse (and any subsequent spouse), to execute and deliver a Spousal Consent or, if unmarried, to personally execute and deliver a Spousal Consent, in each case substantially in the form of Exhibit C attached hereto or in a form otherwise satisfactory to the Board and (c) execute such further documents as may be necessary, in the sole judgement of the Board.