Common use of Exceptions to Tag-Along Rights Clause in Contracts

Exceptions to Tag-Along Rights. The provisions of this Article IV shall not be applicable to any Transfer of Company Stock (a) from any Shareholder to any Permitted Transferee, or from any Permitted Transferee of such Shareholder to such Shareholder, provided that in any Transfer to a Permitted Transferee such Permitted Transferee (other than the Company) must agree in writing to be bound by the terms and conditions of this Agreement pursuant to the provisions of Article X hereof, (b) made pursuant to a public offering of Company Stock in connection with the exercise by any Shareholder of its rights pursuant to Article IX hereof or in connection with the exercise by the Windward Group of its rights pursuant to Section 5.6 hereof, (c) made in connection with the exercise by the Windward Group of a Compelled Sale Right or (d) between the Company (or its designee), on the one hand, and any Employee Shareholder or employee of the Company and its subsidiaries, on the other, pursuant to Articles VII or X hereof.

Exceptions to Tag-Along Rights. The provisions of this Article IV shall not be applicable to any Transfer of Company Stock (a) from any Shareholder Stockholder to any Permitted Transferee, or from any Permitted Transferee of such Shareholder Stockholder to such ShareholderStockholder, provided that in any Transfer to a Permitted Transferee such Permitted Transferee (other than the Company) must agree in writing to be bound by the terms and conditions of this Agreement pursuant to the provisions of Article X hereof, (b) made pursuant to a public offering of Company Stock in connection with the exercise by any Shareholder Stockholder of its rights pursuant to Article IX hereof or in connection with the exercise by the Windward Group of its rights pursuant to Section 5.6 hereof, (c) made in connection with the exercise by the Windward Group of a Compelled Sale Right or (d) between the Company (or its designee), on the one hand, and any Employee Shareholder Management Stockholder or employee of the Company and its subsidiaries, on the other, pursuant to Articles VII or X hereof.

Exceptions to Tag-Along Rights. The provisions of this Article IV shall not be applicable to any Transfer of Company Stock (a) from any Shareholder to any Permitted Transferee, or from any Permitted Transferee of such Shareholder to such Shareholder, provided that in any Transfer to a Permitted Transferee such Permitted Transferee (other than the Company) must agree in writing to be bound by the terms and conditions of this Agreement pursuant to the provisions of Article X hereof, (b) made pursuant to a public offering of Company Stock in connection with the exercise by any Shareholder of its rights pursuant to Article IX hereof or in connection with the exercise by the Windward Group of its rights pursuant to Section 5.6 hereofhereof or made in compliance with Rule 144 or into a public trading market, (c) made in connection with the exercise by the Windward Group of a Compelled Sale Right or (d) between the Company (or its designee), on the one hand, and the Family LP or any Employee Management Shareholder or employee of the Company and its subsidiariesSubsidiaries (or any of their respective Permitted Transferees), on the other, pursuant to Articles VI, VII or X hereof.

Exceptions to Tag-Along Rights. The provisions of this Article ------------------------------ IV shall not be applicable to any Transfer of Company Stock (a) from any Shareholder Stockholder to any Permitted Transferee, or from any Permitted Transferee of such Shareholder Stockholder to such ShareholderStockholder, provided that in any Transfer to a Permitted Transferee such Permitted Transferee (other than the Company) must agree in writing to be bound by the terms and conditions of this Agreement pursuant to the provisions of Article X hereof, (b) made pursuant to a public offering of Company Stock in connection with the exercise by any Shareholder Stockholder of its rights pursuant to Article IX hereof or in connection with the exercise by the Windward Group of its rights pursuant to Section 5.6 hereof, (c) made in connection with the exercise by the Windward Group of a Compelled Sale Right or (d) between the Company (or its designee), on the one hand, and any Employee Shareholder Management Stockholder or employee of the Company and its subsidiaries, on the other, pursuant to Articles VII or X hereof.