Common use of First Five Years Clause in Contracts

First Five Years. Prior to the fifth anniversary of the Closing Date, no Shareholder shall sell, gift, exchange, assign, create any Encumbrance or otherwise dispose of (whether by operation of Law or otherwise) (each a “transfer”) any Shares, except for (i) transfers to a Permitted Transferee pursuant to Section 2.2, or (ii) transfers pursuant to Section 5.1. A Change in Control of a Shareholder shall be deemed a transfer of all of the Shares held by such Shareholder; provided, however, that a Change in Control of a SPE Shareholder shall only be deemed a transfer of Shares under this Section 2.1 if such SPE Shareholder does not hold any Assets other than Shares.

First Five Years. Prior to the fifth anniversary of the Closing Date, no Shareholder shall sell, give, gift, exchange, assign, create any Encumbrance hypothecate, pledge, encumber, grant a security interest in or otherwise dispose of (whether by operation of Law or otherwise) (each a “transfer”) any Shares, except for (i) transfers to a Permitted Transferee pursuant to Section 2.2, or (ii) transfers pursuant to Section 5.1. A Change change in Control control of a an Non-SPE Shareholder shall be deemed a transfer of all of the Non-SPE Shares held by such Non-SPE Shareholder; provided, however, that a Change in Control of a SPE Shareholder shall only be deemed a transfer of Shares under this Section 2.1 if such SPE Shareholder does not hold any Assets other than Shares.

First Five Years. Prior to the fifth anniversary of the Closing Date, no Shareholder shall sell, gift, exchange, assign, create any Encumbrance or otherwise dispose of (whether by operation of Law or otherwise) (each a “transfer”) any Shares, except for (i) transfers to a Permitted Transferee pursuant to Section 2.2, or (ii) transfers pursuant to Section 5.1. A Change in Control of a Shareholder shall be deemed a transfer of all of the Shares held by such Shareholder; provided, however, that a Change in Control of a SPE Shareholder shall only be deemed a transfer of Shares under this Section 2.1 if such SPE Shareholder does not hold any Assets other than Shares.

First Five Years. Prior to the fifth (5th)‌ anniversary of the Closing Date, no Shareholder shall sell, gift, exchange, assign, create any Encumbrance or otherwise dispose of (whether by operation of Law or otherwise) (each a “transfer”) any Shares, except for (i) transfers of all of such Shareholder’s Shares to a Permitted Transferee an Affiliate pursuant to Section 2.2, or (ii) transfers pursuant to Section 5.1. A Change in Control of a Shareholder shall be deemed a transfer of all of the Shares held by such Shareholder; provided, however, that a Change in Control of a SPE Shareholder shall only be deemed a transfer of Shares under this Section 2.1 if such SPE Shareholder does not hold any Assets other than Shares.

First Five Years. Prior to the fifth anniversary of the Closing Date, no Shareholder shall sell, give, gift, exchange, assign, create any Encumbrance hypothecate, pledge, encumber, grant a security interest in or otherwise dispose of (whether by operation of Law or otherwise) (each a “transfer”) any Shares, except for (i) transfers to a Permitted Transferee pursuant to Section 2.22.3., or (ii) transfers pursuant to Section 5.1. A Change change in Control control of a an Non-SPE Shareholder shall be deemed a transfer of all of the Non-SPE Shares held by such Non-SPE Shareholder; provided, however, that a Change in Control of a SPE Shareholder shall only be deemed a transfer of Shares under this Section 2.1 if such SPE Shareholder does not hold any Assets other than Shares.