Common use of General Restrictions on Transfers Clause in Contracts

General Restrictions on Transfers. (a) No Management Investor or Warrant Investor may, directly or indirectly, sell, exchange, assign, pledge, hypothecate, gift or otherwise transfer, dispose of or encumber, in each case, whether in its own right or by its representative and whether voluntary or involuntary or by operation of law (any of the foregoing shall be deemed included in the term “transfer” as used in this Agreement) any Securities or any legal, economic or beneficial interest in any Securities unless (i) such transfer of Securities is made in compliance with the provisions of this Article III and any other agreement applicable to the transfer of such Securities (including the applicable option plan or award) and (ii) the transferee of any Transferable Shares (if other than (A) the Company, any of its Subsidiaries, another Management Investor or Warrant Investor, (B) a transferee in a sale of Transferable Shares made under Rule 144, or (C) a transferee of any Transferrable Shares pursuant to an offer and sale registered under the Securities Act) agrees to become a party to this Agreement pursuant to Article VII hereof and executes a Joinder Agreement and such further documents as may be necessary, in the reasonable judgment of the Company, to make him, her or it a party hereto. (b) Notwithstanding anything in this Article III to the contrary, without the prior written consent of the Silver Lake Investors, no Management Investor may transfer any Securities to any Person (whether or not to a Permitted Transferee) that, in the reasonable judgment of the Silver Lake Investors, (i) is an actual or known potential competitor of the Company or any of its Subsidiaries, (ii) is known, after reasonable inquiry, to be adverse to the interests of the Company or any of its Subsidiaries as a result of a current or former litigation, arbitration, dispute or claim (each of clauses (i) and (ii), a “Competitor”) or (iii) is known to hold (directly or indirectly) more than a 5% ownership interest in any Competitor; provided, however, that this sentence shall not apply to (x) transfers of Transferable Shares pursuant to and in compliance with Section 3.6 or Section 3.7 or (y) a sale of Transferable Shares (including a block transfer) effected via registered public offering or under Rule 144 through a securities exchange or national quotation system or through a broker, dealer or other market maker, in a manner in which the identity of the purchaser, other than the broker, dealer or market maker through which such sale is being effected, has not been designated by the seller and is effected in a manner through which the identity of the purchaser cannot or would not customarily be available to such seller. (c) Any purported transfer of Securities or any interest in any Securities by any Management Investor or Warrant Investor that is not in compliance with this Agreement shall be null and void, and the Company shall refuse to recognize any such transfer for any purpose and shall not reflect in its register of members or otherwise any change in record ownership of Securities pursuant to any such transfer. (d) Each Management Investor and Warrant Investor acknowledges that the Shares have not been registered under the Securities Act and may not be transferred except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration under the Securities Act. Each Management Investor and Warrant Investor agrees that it will not transfer any Shares at any time if such action would (i) constitute a violation of any securities laws of any applicable jurisdiction or a breach of the conditions to any exemption from registration of Shares under any such laws or a breach of any undertaking or agreement of such Management Investor or Warrant Investor entered into pursuant to such laws or in connection with obtaining an exemption thereunder, (ii) cause the Company to become subject to the registration requirements of the U.S. Investment Company Act of 1940, as amended from time to time, or (iii) be a non-exempt “prohibited transaction” under ERISA or Section 4975 of the Code or cause all or any portion of the assets of the Company to constitute “plan assets” for purposes of fiduciary responsibility or prohibited transaction provisions of Title I of ERISA or Section 4975 of the Code. Each Management Investor and Warrant Investor agrees it shall not be entitled to any certificate for any or all of the Shares, unless the Board shall otherwise determine. (e) No Management Investor or Warrant Investor shall grant any proxy or enter into or agree to be bound by any voting trust or other obligation with respect to any Securities or enter into any agreements or arrangements of any kind with any Person with respect to any Securities inconsistent with the provisions of this Agreement applicable to such Management Investor or Warrant Investor (including, without limitation, Section 6.4) (whether or not such agreements and arrangements are with other Management Investors, other Warrant Investors or holders of Securities who are not parties to this Agreement), including agreements or arrangements with respect to the acquisition, disposition or voting (if applicable) of any Securities, nor shall any Management Investor or Warrant Investor act, for any reason, as a member of a group or in concert with any other Persons in connection with the acquisition, disposition or voting (if applicable) of any Securities in any manner which is inconsistent with the provisions of this Agreement applicable to such Management Investor or Warrant Investor. (f) Except as otherwise provided in Section 3.6(b), Section 3.7(a) and Section 4.2(e), any Management Investor or Warrant Investor that proposes to transfer Transferable Shares in accordance with the terms and conditions hereof shall be responsible for any fees and expenses incurred by the Company in connection with such transfer. (g) Each Management Investor and Warrant Investor acknowledges and agrees that the restrictions on transfer of Securities or any interest in Securities as set forth in this Article III may adversely affect the proceeds received by such Management Investor or Warrant Investor in any sale, transfer or liquidation of any such Securities, and as a result of such restrictions on transfer, it may not be possible for such Management Investor or Warrant Investor to liquidate all or any part of such Management Investor’s or Warrant Investor’s interest in Securities at the time of such Management Investor’s or Warrant Investor’s choosing, in exigent circumstances or otherwise. Each Management Investor and Warrant Investor further acknowledges and agrees that each of the Company and the Silver Lake Investors shall have no liability to such Management Investor or Warrant Investor arising from, relating to or in connection with the restrictions on transfer of Securities or any interest in Securities as set forth in this Article III, except to the extent the Company or such Silver Lake Investor fail to comply with its obligations to such Management Investor or Warrant Investor pursuant to this Article III.

General Restrictions on Transfers. (a) No Management Investor or Warrant Investor mayEach Stockholder hereby agrees with the Company that such Stockholder shall not, directly or indirectly, sell, exchange, assign, pledge, hypothecate, gift or otherwise transfer, dispose of or encumber, in each case, whether in its own right or by its representative and whether voluntary or involuntary or by operation encumber (all of law (any of the foregoing which acts shall be deemed included in the term “transferTransfer” as used in this Agreement) any Securities or any legal, economic or beneficial interest in any Securities (in each case, whether held in its own right or by its representative and whether voluntary or involuntary or by operation of law) unless (i) to the extent such transfer Transfer constitutes a Transfer of Securities, such Transfer of Securities is made on the books of the Company (or its transfer agent) and is not in compliance with violation of the provisions of this Article III and any other agreement applicable to the transfer of such Securities (including the applicable option plan or award) IV and (ii) the transferee of any Transferable Shares such Securities (if other than (A) the Company, Company or any of its Subsidiaries, another Management Investor or Warrant Investor, (B) a transferee in a sale of Transferable Shares Securities made under Rule 144144 under the Securities Act after an Initial Public Offering, or (C) a transferee of any Transferrable Shares Securities pursuant to an offer and sale registered under the Securities ActAct or pursuant to clause (vi) of Section 4.3(a) or (D) a partner, member or other investor of any Stockholder that is a private equity fund that makes a distribution prior to or following an Initial Public Offering) agrees to become a party to this Agreement pursuant to Article VII hereof and executes a Joinder Agreement and such further documents as may be necessary, in the reasonable judgment of the Company, to make him, her or it a party hereto. (b) Notwithstanding anything in this Article III , including, to the contrary, without the prior written consent of the Silver Lake Investors, no Management Investor may transfer any Securities to any Person extent such transferee is a resident in a community property state (whether or not to a Permitted Transferee) that, in the reasonable judgment of the Silver Lake Investors, (i) is an actual or known potential competitor of the Company or any of its Subsidiaries, (ii) is known, after reasonable inquiry, to be adverse to the interests of the Company or any of its Subsidiaries as a result of a current or former litigation, arbitration, dispute or claim (each of clauses (i) and (iiincluding California), a “Competitor”) or (iii) Consent of Spouse, duly authorized, executed and delivered by such transferee’s spouse, if any. For the avoidance of doubt, it is known to hold (directly or indirectly) more than a 5% ownership interest in any Competitor; provided, however, understood and agreed that this sentence shall not apply to (x) transfers of Transferable Shares pursuant to and in compliance with Section 3.6 or Section 3.7 or (y) a sale of Transferable Shares (including a block transfer) effected via registered public offering or under Rule 144 through a securities exchange or national quotation system or through a broker, dealer or other market maker, in a manner in which the identity of the purchaser, other than the broker, dealer or market maker through which such sale is being effected, has not been designated by the seller and is effected in a manner through which the identity of the purchaser cannot or would not customarily be available to such seller. (c) Any purported transfer of Securities or any interest in any Securities by any Management Investor or Warrant Investor that is not in compliance with this Agreement shall be null and void, and the Company shall refuse to recognize any such transfer for any purpose and shall not reflect in its register of members or otherwise any change in record ownership of Securities pursuant to any such transfer. (d) Each Management Investor and Warrant Investor acknowledges that the Shares have not been registered under the Securities Act and may not be transferred except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration under the Securities Act. Each Management Investor and Warrant Investor agrees that it will not transfer any Shares at any time if such action would (i) constitute a violation of any securities laws of any applicable jurisdiction or a breach of the conditions to any exemption from registration of Shares under any such laws or a breach of any undertaking or agreement of such Management Investor or Warrant Investor entered into pursuant to such laws or in connection with obtaining an exemption thereunder, (ii) cause the Company to become subject to the registration requirements of the U.S. Investment Company Act of 1940, as amended from time to time, or (iii) be a non-exempt “prohibited transaction” under ERISA or Section 4975 of the Code or cause all or any portion of the assets of the Company to constitute “plan assets” for purposes of fiduciary responsibility or prohibited transaction provisions of Title I of ERISA or Section 4975 of the Code. Each Management Investor and Warrant Investor agrees it shall not be entitled to any certificate for any or all of the Shares, unless the Board shall otherwise determine. (e) No Management Investor or Warrant Investor shall grant any proxy or enter into or agree to be bound by any voting trust or other obligation with respect to any Securities or enter into any agreements or arrangements of any kind with any Person with respect to any Securities inconsistent with the provisions of this Agreement applicable to such Management Investor or Warrant Investor (including, without limitation, Section 6.4) (whether or not such agreements and arrangements are with other Management Investors, other Warrant Investors or holders of Securities who are not parties to this Agreement), including agreements or arrangements solely with respect to the acquisitionH&F Stockholders, disposition a bona fide direct or voting (if applicable) indirect Transfer of partnership interests in any Securitiesprivate equity fund affiliated with, nor shall any Management Investor or Warrant Investor actmanaged by, for any reasonXxxxxxx & Xxxxxxxx LLC, or its Affiliates, as the case may be, or any Person that holds a member of direct or indirect interest in such private equity fund, to another partner or to a group or in concert with any other Persons in connection with the acquisitionthird party, disposition or voting (if applicable) of any Securities in any manner which is inconsistent with the provisions shall not constitute a Transfer for purposes of this Agreement applicable to such Management Investor or Warrant InvestorAgreement. (f) Except as otherwise provided in Section 3.6(b), Section 3.7(a) and Section 4.2(e), any Management Investor or Warrant Investor that proposes to transfer Transferable Shares in accordance with the terms and conditions hereof shall be responsible for any fees and expenses incurred by the Company in connection with such transfer. (g) Each Management Investor and Warrant Investor acknowledges and agrees that the restrictions on transfer of Securities or any interest in Securities as set forth in this Article III may adversely affect the proceeds received by such Management Investor or Warrant Investor in any sale, transfer or liquidation of any such Securities, and as a result of such restrictions on transfer, it may not be possible for such Management Investor or Warrant Investor to liquidate all or any part of such Management Investor’s or Warrant Investor’s interest in Securities at the time of such Management Investor’s or Warrant Investor’s choosing, in exigent circumstances or otherwise. Each Management Investor and Warrant Investor further acknowledges and agrees that each of the Company and the Silver Lake Investors shall have no liability to such Management Investor or Warrant Investor arising from, relating to or in connection with the restrictions on transfer of Securities or any interest in Securities as set forth in this Article III, except to the extent the Company or such Silver Lake Investor fail to comply with its obligations to such Management Investor or Warrant Investor pursuant to this Article III.

General Restrictions on Transfers. (a) No Management Investor or Warrant Investor mayEach Stockholder hereby agrees with the Company that such Stockholder shall not, directly or indirectly, sell, exchange, assign, pledge, hypothecate, gift or otherwise transfer, dispose of or encumber, in each case, whether in its own right or by its representative and whether voluntary or involuntary or by operation encumber (all of law (any of the foregoing which acts shall be deemed included in the term “transferTransfer” as used in this Agreement) any Securities or any legal, economic or beneficial interest in any Securities (in each case, whether held in its own right or by its representative and whether voluntary or involuntary or by operation of law) unless (i) to the extent such transfer Transfer constitutes a Transfer of Securities, such Transfer of Securities is made on the books of the Company (or its transfer agent) and is not in compliance with violation of the provisions of this Article III and any other agreement applicable to the transfer of such Securities (including the applicable option plan or award) IV and (ii) the transferee of any Transferable Shares such Securities (if other than (A) the Company, Company or any of its Subsidiaries, another Management Investor or Warrant Investor, (B) a transferee in a sale of Transferable Shares Securities made under Rule 144144 under the Securities Act after an Initial Public Offering, or (C) a transferee of any Transferrable Shares Securities pursuant to an offer and sale registered under the Securities ActAct or pursuant to clause (vi) of Section 4.3(a) or (D) a partner, member or other investor of any Stockholder that is a private equity fund that makes a distribution prior to or following an Initial Public Offering) agrees to become a party to this Agreement pursuant to Article VII hereof and executes a Joinder Agreement and such further documents as may be necessary, in the reasonable judgment of the Company, to make him, her or it a party hereto, including, to the extent such transferee is a resident in a community property state (including California), a Consent of Spouse, duly authorized, executed and delivered by such transferee’s spouse, if any. For the avoidance of doubt, it is understood and agreed that solely with respect to the H&F Stockholders, a bona fide direct or indirect Transfer of partnership interests in any private equity fund affiliated with, or managed by, Xxxxxxx & Xxxxxxxx LLC, or its Affiliates, as the case may be, or any Person that holds a direct or indirect interest in such private equity fund, to another partner or to a third party, shall not constitute a Transfer for purposes of this Agreement. (b) Notwithstanding anything in this Article III to the contrary, without the prior written consent of the Silver Lake Investors, no Management Investor may transfer any Securities to any Person (whether or not to a Permitted Transferee) that, in the reasonable judgment of the Silver Lake Investors, (i) is an actual or known potential competitor of the Company or any of its Subsidiaries, (ii) is known, after reasonable inquiry, to be adverse to the interests of the Company or any of its Subsidiaries as a result of a current or former litigation, arbitration, dispute or claim (each of clauses (i) and (ii), a “Competitor”) or (iii) is known to hold (directly or indirectly) more than a 5% ownership interest in any Competitor; provided, however, that this sentence shall not apply to (x) transfers of Transferable Shares pursuant to and in compliance with Section 3.6 or Section 3.7 or (y) a sale of Transferable Shares (including a block transfer) effected via registered public offering or under Rule 144 through a securities exchange or national quotation system or through a broker, dealer or other market maker, in a manner in which the identity of the purchaser, other than the broker, dealer or market maker through which such sale is being effected, has not been designated by the seller and is effected in a manner through which the identity of the purchaser cannot or would not customarily be available to such seller. (c) Any purported transfer Transfer of Securities or any interest in any Securities by any Management Investor or Warrant Investor that is not other than in compliance accordance with this Agreement by any Stockholder shall be null and voidvoid ab initio, and the Company shall refuse to recognize any such transfer Transfer for any purpose and shall not reflect in its register of members or otherwise records any change in record ownership of Securities pursuant to any such transferTransfer. (dc) Each Management Investor and Warrant Investor Stockholder acknowledges that the Shares SEC Restricted Securities have not been registered under the Securities Act and may not be transferred except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration under the Securities Act. Each Management Investor and Warrant Investor Stockholder agrees that it it, he or she will not transfer Transfer any Shares SEC Restricted Securities at any time if such action would (i) constitute a violation of any securities laws of any applicable jurisdiction or a breach of the conditions to any exemption from registration of Shares SEC Restricted Securities under any such laws or a breach of any undertaking or agreement of such Management Investor or Warrant Investor Stockholder entered into pursuant to such laws or in connection with obtaining an exemption thereunder, (ii) cause the Company to become subject to the registration requirements of the U.S. Investment Company Act of 1940, as amended from time to time, or (iii) be a non-exempt “prohibited transaction” under ERISA or Section 4975 of the Code or cause all or any portion of the assets of the Company to constitute “plan assets” for purposes of fiduciary responsibility or prohibited transaction provisions of Title I of ERISA or Section 4975 of the Code. Each Management Investor and Warrant Investor Stockholder agrees it that any SEC Restricted Securities to be held by it, him or her that are represented by certificates shall not be entitled to any certificate for any or all of bear the Shares, unless the Board shall otherwise determinerestrictive legend set forth in Section 6.3. (ed) No Management Investor or Warrant Investor Non-H&F Stockholder shall grant any proxy or enter into or agree to be bound by any voting trust or other obligation with respect to any Securities or enter into any agreements or arrangements of any either kind with any Person person with respect to any Securities inconsistent with the provisions of this Agreement applicable to such Management Investor or Warrant Investor (including, without limitation, Section 6.4) (whether or not such agreements and arrangements are with other Management Investors, other Warrant Investors or holders of Securities who are not parties to this Agreement), including agreements or arrangements with respect to the acquisition, disposition or voting (if applicable) of any Securities, nor shall any Management Investor or Warrant Investor Non-H&F Stockholder act, for any reason, as a member of a group or in concert with any other Persons in connection with the acquisition, disposition or voting (if applicable) of any Securities in any manner which is inconsistent with the provisions of this Agreement applicable to such Management Investor or Warrant InvestorAgreement. (f) Except as otherwise provided in Section 3.6(b), Section 3.7(a) and Section 4.2(e), any Management Investor or Warrant Investor that proposes to transfer Transferable Shares in accordance with the terms and conditions hereof shall be responsible for any fees and expenses incurred by the Company in connection with such transfer. (g) Each Management Investor and Warrant Investor acknowledges and agrees that the restrictions on transfer of Securities or any interest in Securities as set forth in this Article III may adversely affect the proceeds received by such Management Investor or Warrant Investor in any sale, transfer or liquidation of any such Securities, and as a result of such restrictions on transfer, it may not be possible for such Management Investor or Warrant Investor to liquidate all or any part of such Management Investor’s or Warrant Investor’s interest in Securities at the time of such Management Investor’s or Warrant Investor’s choosing, in exigent circumstances or otherwise. Each Management Investor and Warrant Investor further acknowledges and agrees that each of the Company and the Silver Lake Investors shall have no liability to such Management Investor or Warrant Investor arising from, relating to or in connection with the restrictions on transfer of Securities or any interest in Securities as set forth in this Article III, except to the extent the Company or such Silver Lake Investor fail to comply with its obligations to such Management Investor or Warrant Investor pursuant to this Article III.

General Restrictions on Transfers. (a) No Management Investor or Warrant Employee Investor may, directly or indirectly, sell, exchange, assign, pledge, hypothecate, gift or otherwise transfer, dispose of or encumber, in each case, whether in its own right or by its representative and whether voluntary or involuntary or by operation of law (any of the foregoing shall be deemed included in the term “transfer” as used in this Agreement) any Securities or any legal, economic or beneficial interest in any Securities unless (i) such transfer of Securities is made in compliance with the provisions of this Article III and any other agreement applicable to the transfer of such Securities (including the applicable option plan or award) and (ii) the transferee of any Transferable Shares (if other than (A) the Company, any of its Subsidiaries, Subsidiaries or another Management Investor or Warrant Employee Investor, (B) a transferee in a sale of Transferable Shares made under Rule 144, or (C) a transferee of any Transferrable Shares pursuant to an offer and sale registered under the Securities Act) agrees to become a party to this Agreement pursuant to Article VII VI hereof and executes a Joinder Agreement and such further documents as may be necessary, in the reasonable judgment of the Company, to make him, her or it a party hereto. (b) Notwithstanding anything in this Article III to the contrary, without the prior written consent of the Silver Lake Investors, no Management Employee Investor may transfer any Securities to any Person (whether or not to a Permitted Transferee) that, in the reasonable judgment of the Silver Lake Investors, (i) is an actual or known potential competitor of the Company or any of its Subsidiaries, (ii) is known, after reasonable inquiry, to be adverse to the interests of the Company or any of its Subsidiaries as a result of a current or former litigation, arbitration, dispute or claim (each of clauses (i) and (ii), a “Competitor”) or (iii) is known to hold (directly or indirectly) more than a 5% ownership interest in any Competitor; provided, however, that this sentence shall not apply to (x) transfers of Transferable Shares pursuant to and in compliance with Section 3.6 or Section 3.7 3.5 or (y) a sale of Transferable Shares (including a block transfer) effected via registered public offering or under Rule 144 through a securities exchange or national quotation system or through a broker, dealer or other market maker, in a manner in which the identity of the purchaser, other than the broker, dealer or market maker through which such sale is being effected, has not been designated by the seller and is effected in a manner through which the identity of the purchaser cannot or would not customarily be available to such seller. (c) Any purported transfer of Securities or any interest in any Securities by any Management Investor or Warrant Employee Investor that is not in compliance with this Agreement shall be null and void, and the Company shall refuse to recognize any such transfer for any purpose and shall not reflect in its register of members or otherwise any change in record ownership of Securities pursuant to any such transfer. (d) Each Management Investor and Warrant Employee Investor acknowledges that the Shares have not been registered under the Securities Act and may not be transferred except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration under the Securities Act. Each Management Investor and Warrant Employee Investor agrees that it will not transfer any Shares at any time if such action would (i) constitute a violation of any securities laws of any applicable jurisdiction or a breach of the conditions to any exemption from registration of Shares under any such laws or a breach of any undertaking or agreement of such Management Investor or Warrant Employee Investor entered into pursuant to such laws or in connection with obtaining an exemption thereunder, (ii) cause the Company to become subject to the registration requirements of the U.S. Investment Company Act of 1940, as amended from time to time, or (iii) be a non-exempt “prohibited transaction” under ERISA or Section 4975 of the Code or cause all or any portion of the assets of the Company to constitute “plan assets” for purposes of fiduciary responsibility or prohibited transaction provisions of Title I of ERISA or Section 4975 of the Code. Each Management Investor and Warrant Employee Investor agrees it shall not be entitled to any certificate for any or all of the Shares, unless the Board shall otherwise determine. (e) No Management Investor or Warrant Employee Investor shall grant any proxy or enter into or agree to be bound by any voting trust or other obligation with respect to any Securities or enter into any agreements or arrangements of any kind with any Person with respect to any Securities inconsistent with the provisions of this Agreement applicable to such Management Investor or Warrant Investor (including, without limitation, Section 6.45.4) (whether or not such agreements and arrangements are with other Management Investors, other Warrant Employee Investors or holders of Securities who are not parties to this Agreement), including agreements or arrangements with respect to the acquisition, disposition or voting (if applicable) of any Securities, nor shall any Management Investor or Warrant Employee Investor act, for any reason, as a member of a group or in concert with any other Persons in connection with the acquisition, disposition or voting (if applicable) of any Securities in any manner which is inconsistent with the provisions of this Agreement applicable to such Management Investor or Warrant InvestorAgreement. (f) Except as otherwise provided in Section 3.6(b), Section 3.7(a) and Section 4.2(e3.5(a), any Management Investor or Warrant Employee Investor that proposes to transfer Transferable Shares in accordance with the terms and conditions hereof shall be responsible for any fees and expenses incurred by the Company in connection with such transfer. (g) Each Management Investor and Warrant Employee Investor acknowledges and agrees that the restrictions on transfer of Securities or any interest in Securities as set forth in this Article III may adversely affect the proceeds received by such Management Investor or Warrant Employee Investor in any sale, transfer or liquidation of any such Securities, and as a result of such restrictions on transfer, it may not be possible for such Management Investor or Warrant Employee Investor to liquidate all or any part of such Management Investor’s or Warrant Employee Investor’s interest in Securities at the time of such Management Investor’s or Warrant Employee Investor’s choosing, in exigent circumstances or otherwise. Each Management Investor and Warrant Employee Investor further acknowledges and agrees that each of the Company and the Silver Lake Investors shall have no liability to such Management Investor or Warrant Employee Investor arising from, relating to or in connection with the restrictions on transfer of Securities or any interest in Securities as set forth in this Article III, except to the extent the Company or such Silver Lake Investor fail to comply with its obligations to such Management Investor or Warrant Employee Investor pursuant to this Article III.