Common use of Exceptions to Transfer Restrictions Clause in Contracts

Exceptions to Transfer Restrictions. Notwithstanding anything set forth in Section 3(a) to the contrary: (i) On each of the first five anniversaries of the Closing Date (each a “Restriction Lapse Date”), the Transfer Restrictions relating to the number of Restricted Xxxxxxxx Shares delivered to Xxxxxxxx (after reduction for any Tax Sale) set forth below shall lapse, such that all of the Restricted Xxxxxxxx Shares shall be free of any and all Transfer Restrictions and shall no longer be Restricted Xxxxxxxx Shares as of the fifth anniversary of the Closing Date: (A) on the first anniversary of the Closing Date, 20% of the remaining Restricted Xxxxxxxx Shares; (B) on the second anniversary of the Closing Date, 25% of the remaining Restricted Xxxxxxxx Shares; (C) on the third anniversary of the Closing Date, 33 1/3% of the remaining Restricted Xxxxxxxx Shares; (D) on the fourth anniversary of the Closing Date, 50% of the remaining Restricted Xxxxxxxx Shares; and (E) on the fifth anniversary of the Closing Date, 100% of the remaining Restricted Xxxxxxxx Shares. In addition, the Transfer Restrictions shall be removed from all Restricted Xxxxxxxx Shares upon Xxxxxxxx’x death. No Transfer Restrictions shall be applicable to any Restricted Xxxxxxxx Shares from and after the applicable Restriction Lapse Date. For purposes of computing the remaining Restricted Xxxxxxxx Shares as of any particular date, (x) Restricted Xxxxxxxx Shares subject to Transfers described in clause (1) of Section 3(b)(ii) below shall be deemed to be remaining Restricted Xxxxxxxx Shares so long as record ownership remains with Xxxxxxxx, and (y) Restricted Xxxxxxxx Shares subject to Transfers described in clause (3) and (7) of Section 3(b)(ii) shall be deemed to be remaining Restricted Xxxxxxxx Shares until such time (if any) they are the subject of a subsequent Transfer other than as described in clause (3) and (7) of Section 3(b)(ii). (ii) Xxxxxxxx and any vehicle through which Xxxxxxxx then indirectly holds Restricted Xxxxxxxx Shares may effectuate any or all of the following Transfers of Restricted Xxxxxxxx Shares; provided, that, in the case of Transfers described in clauses (1) through (3), (A) the applicable transferee agrees in writing to be bound by the restrictions set forth herein and (B) the Transfer Restrictions with respect to the applicable Restricted Xxxxxxxx Shares Transferred thereby shall continue to lapse on a ratable basis on each Restriction Lapse Date as if still held by Xxxxxxxx; and provided, further, that no Restricted Xxxxxxxx Shares may be Transferred pursuant to clauses (1) through (3), or (6) through (8) of this Section 3(b)(ii) if following such Transfer, Xxxxxxxx would have beneficial ownership of a number of Xxxxxxxx Shares less than that number of Eligible Xxxxxxxx Shares that would be included in a Liquidated Damages Payment that became payable as of the date of such Transfer: (1) the Transfer of Restricted Xxxxxxxx Shares in an aggregate amount up to that number which is equal to 50% of the total number of Xxxxxxxx Shares delivered to Xxxxxxxx as collateral for any loan; provided, that, such Transfer is a bona fide pledge of the Restricted Xxxxxxxx Shares to a Person that is not an Affiliate of the transferor; (2) the Transfer of Restricted Xxxxxxxx Shares in an aggregate amount up to that number which is equal to 20% of the total number of Xxxxxxxx Shares issued to Xxxxxxxx as a bona fide gift or gifts; (3) the Transfer of some or all of the Restricted Xxxxxxxx Shares to any trust, partnership, corporation or limited liability company established and held for the direct or indirect benefit of Xxxxxxxx or his family, provided that any such Transfer shall not involve a disposition for value other than equity interests in any such trust, partnership, corporation or limited liability company; (4) the Transfer of some or all of the Restricted Xxxxxxxx Shares to CFI to satisfy any indemnification obligations of Xxxxxxxx as contemplated by this Agreement or the Contribution Agreement; (5) the Transfer of some or all of the Restricted Xxxxxxxx Shares as required by applicable Law or order; (6) the Transfer of some of the Restricted Xxxxxxxx Shares to a nominee or custodian of a person or entity to whom a disposition or Transfer would be permitted under this Agreement; (7) the Transfer of some or all of the Restricted Xxxxxxxx Shares as provided for in Section 4 below; and (8) the Transfer of a number of Restricted Xxxxxxxx Shares as is reasonably determined by the parties in good faith to be sufficient to realize an amount of cash on an after-tax basis equal to any and all taxes that apply to such Restricted Xxxxxxxx Shares.

Exceptions to Transfer Restrictions. Notwithstanding anything set forth in Section 3(a2(a) to the contrary: (i) On each of the first five anniversaries of the Closing Date (each a “Restriction Lapse Date”), the Transfer Restrictions relating to the number of Restricted Xxxxxxxx Shares delivered to Xxxxxxxx (after reduction for any Tax Sale) CC New Units set forth below shall lapse, such that all of the Restricted Xxxxxxxx Shares CC New Units shall be free of any and all Transfer Restrictions and shall no longer be Restricted Xxxxxxxx Shares CC New Units as of the fifth anniversary of the Closing Date: (A) on the first anniversary of the Closing Date, 20% of the remaining Restricted Xxxxxxxx SharesCC New Units; (B) on the second anniversary of the Closing Date, 25% of the remaining Restricted Xxxxxxxx SharesCC New Units; (C) on the third anniversary of the Closing Date, 33 1/3% of the remaining Restricted Xxxxxxxx SharesCC New Units; (D) on the fourth anniversary of the Closing Date, 50% of the remaining Restricted Xxxxxxxx Shares; andCC New Units; (E) on the fifth anniversary of the Closing Date, 100% of the remaining Restricted Xxxxxxxx SharesCC New Units. In addition, the Transfer Restrictions shall be removed from all remaining Restricted Xxxxxxxx Shares CC New Units upon Xxxxxxxx’x Barrack’s death. No Transfer Restrictions shall be applicable to any Restricted Xxxxxxxx Shares CC New Units or any shares of CFI Common Stock into which such Restricted CC New Units are exchanged from and after the applicable Restriction Lapse Date. For purposes of computing the remaining Restricted Xxxxxxxx Shares CC New Units as of any particular date, (x) Restricted Xxxxxxxx Shares CC New Units subject to Transfers described in clause (1) of Section 3(b)(ii2(b)(ii) below shall be deemed to be remaining Restricted Xxxxxxxx Shares CC New Units so long as record ownership remains with XxxxxxxxCC, and (y) Restricted Xxxxxxxx Shares CC New Units subject to Transfers described in clause (3) and (7) of Section 3(b)(ii2(b)(ii) shall be deemed to be remaining Restricted Xxxxxxxx Shares CC New Units until such time (if any) they are the subject of a subsequent Transfer other than as described in clause (3) and (7) of Section 3(b)(ii2(b)(ii). (ii) Xxxxxxxx Barrack, CC and any vehicle through which Xxxxxxxx Barrack or CC then indirectly holds Restricted Xxxxxxxx Shares CC New Units may effectuate any or all of the following Transfers of Restricted Xxxxxxxx SharesCC New Units; provided, that, in the case of Transfers described in clauses (1) through (3) and (7), (A) the applicable transferee agrees in writing to be bound by the restrictions set forth herein and (B) the Transfer Restrictions with respect to the applicable Restricted Xxxxxxxx Shares CC New Units Transferred thereby shall continue to lapse on a ratable basis on each Restriction Lapse Date as if still held by XxxxxxxxCC; provided, further, that in the case of Transfers described in clause (6), the Transferred New Units are subject to vesting (conditioned on continued employment in good standing) on a ratable basis on each of the first three anniversaries of the Transfer (or later) and such other restrictions as CC and/or CCH may determine, and the applicable transferee agrees in writing to be bound by the restrictions on Transfer provided for in an employee lock-up agreement in a form mutually agreed by of CC and CFI prior to the Closing Date, that in any event will lapse on a ratable basis on each of the first three anniversaries of the Closing Date as if such Transfer occurred at such time (the “Employee Restrictions”); and provided, further, that no Restricted Xxxxxxxx Shares CC New Units may be Transferred pursuant to clauses (1) through (3), or (2), (6) through or (8) 9) of this Section 3(b)(ii2(b)(ii) if following such Transfer, Xxxxxxxx Barrack would have sole direct or indirect beneficial ownership of a number of Xxxxxxxx Shares New Units less than that number of Eligible Xxxxxxxx Shares New Units that would be included in a Liquidated Damages Payment that became payable as of the date of such Transfer:: (1) the Transfer of Restricted Xxxxxxxx Shares CC New Units in an aggregate amount up to that number which is equal to 50% of the total number of Xxxxxxxx Shares delivered CC New Units issued to Xxxxxxxx CC as collateral for any loan; provided, that, such Transfer is a bona fide pledge of the Restricted Xxxxxxxx Shares CC New Units to a Person that is not an Affiliate of the transferor; (2) the Transfer of Restricted Xxxxxxxx Shares CC New Units in an aggregate amount up to that number which is equal to 20% of the total number of Xxxxxxxx Shares CC New Units issued to Xxxxxxxx CC as a bona fide gift or gifts; (3) the Transfer of some or all of the Restricted Xxxxxxxx Shares CC New Units to any trust, partnership, corporation or limited liability company established and held for the direct or indirect benefit of Xxxxxxxx Barrack or his familyfamily members (an “Estate Planning Vehicle”), provided that any such Transfer shall not involve a disposition for value other than equity interests in any such trust, partnership, corporation or limited liability company; (4) the Transfer of some or all of the Restricted Xxxxxxxx Shares CC New Units to CFI to satisfy any indemnification obligations of Xxxxxxxx CC as contemplated by this Agreement or the Contribution Agreement; (5) the Transfer of some or all of the Restricted Xxxxxxxx Shares CC New Units as required by applicable Law or order; (6) the Transfer of some of the Restricted Xxxxxxxx Shares CC New Units held as of the Closing Date to CCH Management Partners II, LLC to or for the benefit of past or present members of management or other past or present employees of CFI or CC or their respective Affiliates (other than Xxxxxxxx), in each case subject to the Employee Restrictions; (7) the Transfer of some or all of the Restricted CC New Units to a nominee or custodian of a person or entity to whom a disposition or Transfer would be permitted under this Agreement; (7) 8) the Transfer of some or all of the Restricted Xxxxxxxx Shares CC New Units as provided for in Section 4 3 below; and (8) 9) the Transfer of a number of Restricted Xxxxxxxx Shares CC New Units as is reasonably determined by the parties CC’s accounting firm in good faith to be sufficient to realize an amount of cash on an after-tax basis equal to any and all taxes that apply to such the issuance or vesting of the Restricted Xxxxxxxx SharesCC New Units.

Exceptions to Transfer Restrictions. Notwithstanding anything set forth in Section 3(a2(a) to the contrary: (i) On each of the first five anniversaries of the Closing Date (each a “Restriction Lapse Date”), the Transfer Restrictions relating to the number of Restricted Xxxxxxxx Shares delivered to Xxxxxxxx (after reduction for any Tax Sale) CC New Units set forth below shall lapse, such that all of the Restricted Xxxxxxxx Shares CC New Units shall be free of any and all Transfer Restrictions and shall no longer be Restricted Xxxxxxxx Shares CC New Units as of the fifth anniversary of the Closing Date: (A) on the first anniversary of the Closing Date, 20% of the remaining Restricted Xxxxxxxx SharesCC New Units; (B) on the second anniversary of the Closing Date, 25% of the remaining Restricted Xxxxxxxx SharesCC New Units; (C) on the third anniversary of the Closing Date, 33 1/3% of the remaining Restricted Xxxxxxxx SharesCC New Units; (D) on the fourth anniversary of the Closing Date, 50% of the remaining Restricted Xxxxxxxx Shares; andCC New Units; (E) on the fifth anniversary of the Closing Date, 100% of the remaining Restricted Xxxxxxxx SharesCC New Units. In addition, the Transfer Restrictions shall be removed from all remaining Restricted Xxxxxxxx Shares CC New Units upon Xxxxxxxx’x Barrack’s death. No Transfer Restrictions shall be applicable to any Restricted Xxxxxxxx Shares CC New Units or any shares of CFI Common Stock into which such Restricted CC New Units are exchanged from and after the applicable Restriction Lapse Date. For purposes of computing the remaining Restricted Xxxxxxxx Shares CC New Units as of any particular date, (x) Restricted Xxxxxxxx Shares CC New Units subject to Transfers described in clause (1) of Section 3(b)(ii2(b)(ii) below shall be deemed to be remaining Restricted Xxxxxxxx Shares CC New Units so long as record ownership remains with XxxxxxxxCC, and (y) Restricted Xxxxxxxx Shares CC New Units subject to Transfers described in clause (3) and (7) of Section 3(b)(ii2(b)(ii) shall be deemed to be remaining Restricted Xxxxxxxx Shares CC New Units until such time (if any) they are the subject of a subsequent Transfer other than as described in clause (3) and (7) of Section 3(b)(ii2(b)(ii). (ii) Xxxxxxxx Barrack, CC and any vehicle through which Xxxxxxxx Barrack or CC then indirectly holds Restricted Xxxxxxxx Shares CC New Units may effectuate any or all of the following Transfers of Restricted Xxxxxxxx SharesCC New Units; provided, that, in the case of Transfers described in clauses (1) through (3) and (7), (A) the applicable transferee agrees in writing to be bound by the restrictions set forth herein and (B) the Transfer Restrictions with respect to the applicable Restricted Xxxxxxxx Shares CC New Units Transferred thereby shall continue to lapse on a ratable basis on each Restriction Lapse Date as if still held by XxxxxxxxCC; provided, further, that in the case of Transfers described in clause (6), the Transferred New Units are subject to vesting (conditioned on continued employment in good standing) on a ratable basis on each of the first three anniversaries of the Transfer (or later) and such other restrictions as CC and/or CCH may determine, and the applicable transferee agrees in writing to be bound by the restrictions on Transfer provided for in an employee lock-up agreement in a form mutually agreed by CC and CFI prior to the Closing Date, that in any event will lapse on a ratable basis on each of the first three anniversaries of the Closing Date as if such Transfer occurred at such time (the “Employee Restrictions”); and provided, further, that no Restricted Xxxxxxxx Shares CC New Units may be Transferred pursuant to clauses (1) through ), (32), (6), or (69) through (8) of this Section 3(b)(ii2(b)(ii) if following such Transfer, Xxxxxxxx Barrack would have sole direct or indirect beneficial ownership of a number of Xxxxxxxx Shares New Units less than that number of Eligible Xxxxxxxx Shares New Units that would be included in a Liquidated Damages Payment that became payable as of the date of such Transfer: (1) the Transfer of Restricted Xxxxxxxx Shares CC New Units in an aggregate amount up to that number which is equal to 50% of the total number of Xxxxxxxx Shares delivered CC New Units issued to Xxxxxxxx CC as collateral for any loan; provided, that, such Transfer is a bona fide pledge of the Restricted Xxxxxxxx Shares CC New Units to a Person that is not an Affiliate of the transferor; (2) the Transfer of Restricted Xxxxxxxx Shares CC New Units in an aggregate amount up to that number which is equal to 20% of the total number of Xxxxxxxx Shares CC New Units issued to Xxxxxxxx CC as a bona fide gift or gifts; (3) the Transfer of some or all of the Restricted Xxxxxxxx Shares CC New Units to any trust, partnership, corporation or limited liability company established and held for the direct or indirect benefit of Xxxxxxxx Barrack or his familyfamily members (an “Estate Planning Vehicle”), provided that any such Transfer shall not involve a disposition for value other than equity interests in any such trust, partnership, corporation or limited liability company; (4) the Transfer of some or all of the Restricted Xxxxxxxx Shares CC New Units to CFI to satisfy any indemnification obligations of Xxxxxxxx CC as contemplated by this Agreement or the Contribution Agreement; (5) the Transfer of some or all of the Restricted Xxxxxxxx Shares CC New Units as required by applicable Law or order; (6) the Transfer of some of the Restricted Xxxxxxxx Shares CC New Units held as of the Closing Date to CCH Management Partners II, LLC to or for the benefit of past or present members of management or other past or present employees of CFI or CC or their respective Affiliates (other than Xxxxxxxx), in each case subject to the Employee Restrictions; (7) the Transfer of some or all of the Restricted CC New Units to a nominee or custodian of a person or entity to whom a disposition or Transfer would be permitted under this Agreement; (7) 8) the Transfer of some or all of the Restricted Xxxxxxxx Shares CC New Units as provided for in Section 4 3 below; and (8) 9) the Transfer of a number of Restricted Xxxxxxxx Shares CC New Units as is reasonably determined by the parties CC’s accounting firm in good faith to be sufficient to realize an amount of cash on an after-tax basis equal to any and all taxes that apply to such the issuance or vesting of the Restricted Xxxxxxxx SharesCC New Units.