Common use of Expiration of Certain Provisions Clause in Contracts

Expiration of Certain Provisions. (a) The provisions contained in Sections 7 and 8 of this Agreement, and the portions of other provisions of this Agreement which incorporates the provisions of Sections 7 and 8, shall terminate and be of no further force or effect with respect to any Option Shares which are permitted to be sold by the Optionholder pursuant to this Agreement and which are sold by the Optionholder (i) pursuant to an effective registration statement filed by the Company under the Act or (ii) pursuant to Rule 144, as amended from time to time, or any similar rule or regulation hereafter adopted by the SEC. (b) The provisions contained in Sections 5(f), 6, 7, 8 and 15 of this Agreement, and the portion of any other provisions of this Agreement which incorporate the provisions of any of such Sections, shall terminate and be of no further force or effect upon the consummation of a Change of Control. For purposes of this Section, "Change of Control" means the occurrence of any of the following: (i) the sale, lease, transfer conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Company taken as a whole to any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) other than the "KKR Affiliates" (as hereinafter defined), (ii) the adoption of a plan relating to the liquidation or dissolution of WCP, (iii) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any "person" (as defined above), other than the KKR Affiliates, becomes the "beneficial owner" (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the voting stock of WCP, (iv) the consummation of the first transaction (including, without limitation, any merger or consolidation) the result of which is that any "person" (as defined above) becomes the "beneficial owner" (as defined above), directly or indirectly, of more of the voting stock of WCP than is at the time "beneficially owned" (as defined above) by the KKR Affiliates. For purposes of this Agreement, "KKR Affiliate" shall mean any other Person directly or indirectly controlling, controlled by, or under common control with, Kohlberg Kravis Xxxxxxx & Co., L.L.P., its successors or assigns; "Person" means an individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature, and "control" shall have the meaning given such term under Rule 405 of the Act.

Expiration of Certain Provisions. (a) The provisions contained in Sections 7 and 8 of this Agreement, and the portions of other provisions of this Agreement which incorporates the provisions of Sections 7 and 8, shall terminate and be of no further force or effect with respect to any Option Shares which are permitted to be sold by the Optionholder pursuant to this Agreement and which are sold by the Optionholder (i) pursuant to an effective registration statement filed by the Company under the Act or (ii) pursuant to Rule 144, as amended from time to time, or any similar rule or regulation hereafter adopted by the SEC. (b) The provisions contained in Sections 5(f), 6, 7, 8 and 15 of this Agreement, and the portion of any other provisions of this Agreement which incorporate the provisions of any of such Sections, shall terminate and be of no further force or effect upon the consummation of a Change of Control. For purposes of this Section, "Change of Control" means the occurrence of any of the following: (i) the sale, lease, transfer conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Company taken as a whole to any "person" or "group" (as such terms are used term is defined in Sections 13(d) and 14(dSection 13(d)(3) of the Exchange Act) other than the "KKR Affiliates" (as hereinafter defined), (ii) the adoption of a plan relating to the liquidation or dissolution of WCP, (iii) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any "person" (as defined above), other than the KKR Affiliates, becomes the "beneficial owner" (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the voting stock of WCP, (iv) the consummation of the first transaction (including, without limitation, any merger or consolidation) the result of which is that any "person" (as defined above) becomes the "beneficial owner" (as defined above), directly or indirectly, of more of the voting stock of WCP than is at the time "beneficially owned" (as defined above) by the KKR Affiliates. For purposes of this Agreement, "KKR Affiliate" shall mean any other Person directly or indirectly controlling, controlled by, or under common control with, Kohlberg Kravis Xxxxxxx & Co., L.L.P., its successors or assigns; "Person" means an individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature, and "control" shall have the meaning given such term under Rule 405 of the Act.

Expiration of Certain Provisions. (a) The provisions contained in Sections 7 and 8 of this Agreement, and the portions of other provisions of this Agreement which incorporates the provisions of Sections 7 and 8, shall terminate and be of no further force or effect with respect to any Option Shares which are permitted to be sold by the Optionholder pursuant to this Agreement and which are sold by the Optionholder (i) pursuant to an effective registration statement filed by the Company under the Act or (ii) pursuant to Rule 144, as amended from time to time, or any similar rule or regulation hereafter adopted by the SEC. (b) The provisions contained in Sections 5(f), 6, 7, 8 and 15 of this Agreement, and the portion of any other provisions of this Agreement which incorporate the provisions of any of such Sections, shall terminate and be of no further force or effect upon the consummation of a Change of Control. For purposes of this Section, "Change of Control" means the occurrence of any of the following: (i) the sale, lease, transfer conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Company taken as a whole to any "person" or "group" (as such terms are used in Sections 13(d) and 14(dSection 13(d)(3) of the Exchange Act) other than the "KKR Affiliates" (as hereinafter defined), (ii) the adoption of a plan relating to the liquidation or dissolution of WCP, (iii) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any "person" (as defined above), other than the KKR Affiliates, becomes the "beneficial owner" (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the voting stock of WCP, (iv) the consummation of the first transaction (including, without limitation, any merger or consolidation) the result of which is that any "person" (as defined above) becomes the "beneficial owner" (as defined above), directly or indirectly, of more of the voting stock of WCP than is at the time "beneficially owned" (as defined above) by the KKR Affiliates. For purposes of this Agreement, "KKR Affiliate" shall mean any other Person directly or indirectly controlling, controlled by, or under common control with, Kohlberg Kravis Xxxxxxx & Co., L.L.P., its successors or assigns; "Person" means an individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature, and "control" shall have the meaning given such term under Rule 405 of the Act.