Common use of Harbinger and Pinnacle Restrictions Clause in Contracts

Harbinger and Pinnacle Restrictions. Transfers of Securities held by either Harbinger or Pinnacle shall be subject to the following provisions: (i) Each of Harbinger and Pinnacle may Transfer its Securities (x) as permitted under and in accordance with the terms and conditions of Section 3.2 and (y) pursuant to a pro rata optional redemption by the Company of any Securities that, by their terms, may be redeemed by the Company at its option. (ii) Each of Harbinger and Pinnacle shall be permitted to Transfer Securities to a parent, subsidiary, Affiliate or other legal entity, in each case, that directly or indirectly “controls”, is controlled by or is under common control with, Harbinger or Pinnacle, as applicable (such an entity or person, an “Entity Affiliate”) without restriction (including, without limitation, any of the Transfer restrictions contained in this Article 3). For purposes of this provision, the holding of at least fifty-one percent (51%) of the equity or voting interest of an entity, or the direct or indirect ability to direct or cause the direction of the management of the business and affairs of an entity, shall be deemed to constitute “control”.

Harbinger and Pinnacle Restrictions. Transfers of Securities held by either Harbinger or Pinnacle shall be subject to the following provisions: (i) Each of Harbinger and Pinnacle may Transfer its Securities (x) as permitted under and in accordance with the terms and conditions of Section 3.2 (Tag-Along) and (y) pursuant to a pro rata optional redemption by the Company of any Securities that, by their terms, may be redeemed by the Company at its option. (ii) Each of Harbinger and Pinnacle shall be permitted to Transfer Securities to a parent, subsidiary, Affiliate or other legal entity, in each case, that directly or indirectly “controls”, is controlled by or is under common control with, Harbinger or Pinnacle, as applicable (such an entity or person, an “Entity Affiliate”) without restriction (including, without limitation, any of the Transfer restrictions contained in this Article 3). For purposes of this provision, the holding of at least fifty-one percent (51%) % of the equity or voting interest of an entity, or the direct or indirect ability to direct or cause the direction of the management of the business and affairs of an entity, shall be deemed to constitute “control”.