Common use of General Restrictions on Transfers Clause in Contracts

General Restrictions on Transfers. 11.1 Subject to Clause ‎11.2, a bona fide Transfer of Securities is permitted: 11.1.1 to an Affiliate of an AHG Shareholder, provided that: (a) the AHG Shareholder transferor must retain Control of the Affiliate transferee following such transfer; and (b) if the transferee ceases to be an Affiliate of such AHG Shareholder, such transferee shall be obliged to immediately Transfer all of its transferred Securities to the original AHG Shareholder transferor or an Affiliate of the AHG Shareholder transferor; and 11.1.2 to another AHG Shareholder or person or account managed or advised by an existing Investment Manager (or an Affiliate of an existing Investment Manager) provided that: (a) the transferee must continue to be managed or advised by an existing Investment Manager (or an Affiliate of an existing Investment Manager); and (b) if the transferee ceases to be managed or advised by an existing Investment Manager (or an Affiliate of an existing Investment Manager), such transferee shall be obliged to immediately Transfer all of its transferred Securities to the original AHG Shareholder transferor or another AHG Shareholder or account or managed or advised by an existing Investment Manager (or an Affiliate of an existing Investment Manager); and 11.1.3 to an AHG Shareholder in accordance with Clause ‎6.4. 11.2 The Parties will procure that it shall be a condition of: 11.2.1 any Transfer of Securities in accordance with Clauses ‎10.2.2, ‎10.3 or ‎11.1 to; or 11.2.2 a subscription for Securities in accordance with Clause ‎9 by, a person or account that is (i) not an AHG Shareholder as at the date hereof and (ii) managed or advised by an existing Investment Manager or, in the case of a Transfer of Securities in accordance with Clauses ‎10.2.2 or ‎10.3, a Permitted Pledgee or a party other than the Permitted Pledgee in the event of a foreclosure, that the transferee or subscriber (as the case may be) enters into a Deed of Adherence before it becomes the holder of a Beneficial Ownership in any Voting Shares. 11.3 A person that has entered into a Deed of Adherence pursuant to this Agreement shall have the benefit of and be subject to the burden of all the provisions of this Agreement in respect of the Voting Shares so acquired as if it were Party hereto in the capacity designated in the Deed of Adherence, and this Agreement shall be interpreted accordingly. 11.4 The Parties agree that any Transfer (or series of Transfers) of Securities that does not comply with the process set out in Clause ‎13 and that would result in a person that was not a Shareholder at the date of this Agreement holding more than five per cent. (5%) of the Voting Shares in issue shall require the prior written consent of the Company, following the Board’s consultation with each of the other AHG Shareholders who Beneficially Own not less than two per cent. (2%) of the Voting Shares in issue. 11.5 All certificates (if any) or book-entry accounts and related statements representing or otherwise evidencing Securities shall conspicuously bear the applicable legends set forth below, with such changes as the Board, in its discretion, deems to be necessary and appropriate, and any other legends required by Applicable Law or customarily applied to Securities. Each Shareholder shall be deemed to have actual knowledge of the terms, provisions, restrictions and conditions set forth in this Agreement (including the restrictions on Transfer set forth in this Clause ‎11.1), whether or not any certificate or book-entry accounts and related statements representing or otherwise evidencing Securities owned or held by such Shareholder bear the legends set forth below and whether or not any such Shareholder received a separate notice of such terms, provisions, restrictions and conditions: 11.5.1 Each certificate, if any, or book-entry accounts and related statements representing or otherwise evidencing Securities issued in reliance on the Securities Act exemption provided by Section 4(a)(2) of the Securities Act or Regulation S promulgated thereunder shall include, or be deemed to include, a legend substantially to the following effect: “THE SECURITIES REPRESENTED BY THIS [CERTIFICATE][STATEMENT] WERE ORIGINALLY ISSUED ON [DATE OF ISSUANCE], HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 OF THE UNITED STATES, AS AMENDED (THE “ACT”), OR ANY OTHER APPLICABLE LOCAL OR STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN AVAILABLE EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES ARE ALSO SUBJECT TO THE PROVISIONS OF THE SHAREHOLDERS’ AGREEMENT RELATING TO THE OPERATION OF VENATOR MATERIALS PLC (THE “COMPANY”), DATED [●], 2023, INCLUDING RESTRICTIONS ON TRANSFER. THE SECURITIES ARE TRANSFERABLE ONLY IN ACCORDANCE WITH THE PROVISIONS OF THE SHAREHOLDERS’ AGREEMENT, AND ALL HOLDERS OF SECURITIES OF THE COMPANY (WHETHER ACQUIRED UPON ISSUANCE OR TRANSFER) SHALL BE, AND BE DEEMED TO BE, SUBJECT TO THE TERMS OF THE SHAREHOLDERS’ AGREEMENT, A PARTY TO AND BOUND BY SUCH AGREEMENT. A COPY OF THE SHAREHOLDERS’ AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER UNDER THE SHAREHOLDERS’ AGREEMENT UPON WRITTEN REQUEST.”

General Restrictions on Transfers. 11.1 Subject to Clause ‎11.211.2, a bona fide Transfer of Securities is permitted: 11.1.1 to an Affiliate of an AHG Shareholder, provided that: (a) the AHG Shareholder transferor must retain Control of the Affiliate transferee following such transfer; and (b) if the transferee ceases to be an Affiliate of such AHG Shareholder, such transferee shall be obliged to immediately Transfer all of its transferred Securities to the original AHG Shareholder transferor or an Affiliate of the AHG Shareholder transferor; and 11.1.2 to another AHG Shareholder or person or account managed or advised by an existing Investment Manager (or an Affiliate of an existing Investment Manager) provided that: (a) the transferee must continue to be managed or advised by an existing Investment Manager (or an Affiliate of an existing Investment Manager); and (b) if the transferee ceases to be managed or advised by an existing Investment Manager (or an Affiliate of an existing Investment Manager), such transferee shall be obliged to immediately Transfer all of its transferred Securities to the original AHG Shareholder transferor or another AHG Shareholder or account or managed or advised by an existing Investment Manager (or an Affiliate of an existing Investment Manager); and 11.1.3 to an AHG Shareholder in accordance with Clause ‎6.46.4. 11.2 The Parties will procure that it shall be a condition of: 11.2.1 any Transfer of Securities in accordance with Clauses ‎10.2.210.2.2, ‎10.3 10.3 or ‎11.1 11.1 to; or 11.2.2 a subscription for Securities in accordance with Clause ‎9 9 by, a person or account that is (i) not an AHG Shareholder as at the date hereof and (ii) managed or advised by an existing Investment Manager or, in the case of a Transfer of Securities in accordance with Clauses ‎10.2.2 10.2.2 or ‎10.310.3, a Permitted Pledgee or a party other than the Permitted Pledgee in the event of a foreclosure, that the transferee or subscriber (as the case may be) enters into a Deed of Adherence before it becomes the holder of a Beneficial Ownership in any Voting Shares. 11.3 A person that has entered into a Deed of Adherence pursuant to this Agreement shall have the benefit of and be subject to the burden of all the provisions of this Agreement in respect of the Voting Shares so acquired as if it were Party hereto in the capacity designated in the Deed of Adherence, and this Agreement shall be interpreted accordingly. 11.4 The Parties agree that any Transfer (or series of Transfers) of Securities that does not comply with the process set out in Clause ‎13 13 and that would result in a person that was not a Shareholder at the date of this Agreement holding more than five per cent. (5%) of the Voting Shares in issue shall require the prior written consent of the Company, following the Board’s consultation with each of the other AHG Shareholders who Beneficially Own not less than two per cent. (2%) of the Voting Shares in issue. 11.5 All certificates (if any) or book-entry accounts and related statements representing or otherwise evidencing Securities shall conspicuously bear the applicable legends set forth below, with such changes as the Board, in its discretion, deems to be necessary and appropriate, and any other legends required by Applicable Law or customarily applied to Securities. Each Shareholder shall be deemed to have actual knowledge of the terms, provisions, restrictions and conditions set forth in this Agreement (including the restrictions on Transfer set forth in this Clause ‎11.111.1), whether or not any certificate or book-entry accounts and related statements representing or otherwise evidencing Securities owned or held by such Shareholder bear the legends set forth below and whether or not any such Shareholder received a separate notice of such terms, provisions, restrictions and conditions: 11.5.1 Each certificate, if any, or book-entry accounts and related statements representing or otherwise evidencing Securities issued in reliance on the Securities Act exemption provided by Section 4(a)(2) of the Securities Act or Regulation S promulgated thereunder shall include, or be deemed to include, a legend substantially to the following effect: “THE SECURITIES REPRESENTED BY THIS [CERTIFICATE][STATEMENT] WERE ORIGINALLY ISSUED ON [DATE OF ISSUANCE], HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 OF THE UNITED STATES, AS AMENDED (THE “ACT”), OR ANY OTHER APPLICABLE LOCAL OR STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN AVAILABLE EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES ARE ALSO SUBJECT TO THE PROVISIONS OF THE SHAREHOLDERS’ AGREEMENT RELATING TO THE OPERATION OF VENATOR MATERIALS PLC (THE “COMPANY”), DATED [●], 2023, INCLUDING RESTRICTIONS ON TRANSFER. THE SECURITIES ARE TRANSFERABLE ONLY IN ACCORDANCE WITH THE PROVISIONS OF THE SHAREHOLDERS’ AGREEMENT, AND ALL HOLDERS OF SECURITIES OF THE COMPANY (WHETHER ACQUIRED UPON ISSUANCE OR TRANSFER) SHALL BE, AND BE DEEMED TO BE, SUBJECT TO THE TERMS OF THE SHAREHOLDERS’ AGREEMENT, A PARTY TO AND BOUND BY SUCH AGREEMENT. A COPY OF THE SHAREHOLDERS’ AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER UNDER THE SHAREHOLDERS’ AGREEMENT UPON WRITTEN REQUEST.”