Common use of Impermissible Transfer Clause in Contracts

Impermissible Transfer. Any attempted Transfer of Shares not permitted under the terms of this Section 3 will be null and void, and the Company will not in any way give effect to any such impermissible Transfer. Notwithstanding any other provision of this Section 3 or otherwise and except as provided in Section 4: 3.4.1 In no event will any Manager be entitled to Transfer his or her Shares (i) to any Person (whether or not to an Affiliate) that in the reasonable judgment of the Majority Investors, exercised in good faith, is a competitor of, or other Person who is adverse to the interests of, the Company or Gymboree or (ii) to any Person who (directly or indirectly) (a) holds an ownership interest in such competitor equal to five percent or more, (b) has invested $5,000,000 or more in such competitor or (c) has designated, or has the right to designate, a member of the board of directors of such competitor, in each case without the approval of the Majority Investors, except, in or following a Qualified Public Offering, in any bona fide underwritten public offering or in any Rule 144 Sale; and 3.4.2 No Manager will be entitled to Transfer Shares at any time if such Transfer would: (i) violate the Securities Act, or any state (or other jurisdiction) securities or “blue sky” laws applicable to the Company or the Shares; (ii) cause the Company to be required to register Common Stock under Section 12(g) of the Exchange Act; (iii) 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 (iv) be a non-exempt “prohibited transaction” under ERISA or the Code or cause all or any portion of the assets of the Company to constitute “plan assets” under ERISA or Section 4975 of the Code.

Impermissible Transfer. Any attempted Transfer of Shares not permitted under the terms of this Section 3 will be null and void, and the Company will not in any way give effect to any such impermissible Transfer. Notwithstanding any other provision of this Section 3 or otherwise and except as provided otherwise, in Section 4: 3.4.1 In no event will shall any Manager be entitled to Transfer his or her its Shares (i) to an Affiliate of such Manager without the prior written consent of the Company; (ii) to any Person (whether or not to an Affiliate) that in the reasonable judgment of the Majority Investors, exercised in good faith, Investors is a competitor of, or other Person who is adverse to the interests of, the Company or Gymboree inVentiv; or (iiiii) to any Person who (directly or indirectly) (a) holds an ownership interest in such competitor equal to five percent or morecompetitor, (b) has invested $5,000,000 or more in provided services or financial support to such competitor or (c) has designated, or has the right to designate, a member of the board of directors of such competitor, in each case without the approval of the Majority Investors, except, in or following a Qualified Public Offering, in any bona fide underwritten public offering or in any Rule 144 Sale; and 3.4.2 No . In addition, no Manager will shall be entitled to Transfer Shares at any time if such Transfer would: (i1) violate the Securities Act, or any state (or other jurisdiction) securities or “blue sky” laws applicable to the Company or the Shares; (ii2) cause the Company to be required to register Common Stock under Section 12(g) of the Exchange Act; (iii3) 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 (iv4) be a non-exempt “prohibited transaction” under ERISA or the Code or cause all or any portion of the assets of the Company to constitute “plan assets” under ERISA or Section 4975 of the Code. Any attempted Transfer of Shares not permitted under the terms of this Section 3 shall be null and void, and the Company shall not in any way give effect to any such impermissible Transfer.

Impermissible Transfer. Any attempted Transfer of Shares not permitted under the terms of this Section 3 will be null and void, and the Company will not in any way give effect to any such impermissible Transfer. Notwithstanding any other provision of this Section 3 or otherwise and except as provided in Section 4: 3.4.1 In , in no event will any Manager be entitled to Transfer his his, her or her its Shares (i) to any Person (whether or not to an Affiliate) that in the reasonable judgment of considered by the Majority Investors, exercised Investors in their good faith, is faith discretion to be a competitor of, or other Person who is otherwise adverse to the interests ofto, the Company or Gymboree Immucor without the consent of TPG or (ii) to any Person who (directly or indirectly) (a) holds an ownership interest in any such competitor equal to five one percent (1%) or more, (b) has invested $5,000,000 or more in such competitor or (c) has designated, or has the right to designate, a member of the board of directors of any such competitor, in each case without the approval of the Majority InvestorsTPG, except, in or following a Qualified an Initial Public OfferingOffering and the expiration of any applicable lock-up period, in any bona fide underwritten public offering or in any Rule 144 Sale; and 3.4.2 No . In addition, no Manager will be entitled to Transfer Shares at any time if such Transfer would: (i) violate the Securities Act, Act or any state (or other jurisdiction) securities or “blue sky” laws applicable to the Company or the Shares; (ii) cause the Company to be required to register Common Stock under Section 12(g) of the Exchange Act; (iii) 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 (iv) be a non-exempt “prohibited transaction” under ERISA or the Code or cause all or any portion of the assets of the Company to constitute “plan assets” under ERISA or Section 4975 of the Code. Any attempted Transfer of Shares in violation of the provisions of this Agreement shall be null and void, and the Company shall not in any way give effect to any such impermissible Transfer.

Impermissible Transfer. Any attempted Transfer of Shares not permitted under the terms of this Section 3 will be null and void, and the Company will not in any way give effect to any such impermissible Transfer. Notwithstanding any other provision of this Section 3 or otherwise and except as provided in Section 4: 3.4.1 In , in no event will any Manager be entitled to Transfer his his, her or her its Shares (i) to any Person (whether or not to an Affiliate) that considered by the Majority Investors in the their good faith reasonable judgment of the Majority Investors, exercised in good faith, is to be a potential competitor of, or other Person who is otherwise adverse to the interests ofto, the Company or Gymboree IMS without the consent of the Majority Investors or (ii) to any Person who (directly or indirectly) (a) holds an ownership interest in any such competitor equal to five percent (5%) or more, (b) has invested $5,000,000 or more in such competitor or (c) has designated, or has the right to designate, a member of the board of directors of any such competitor, in each case without the approval of the Majority Investors, except, in or following a Qualified the Initial Public OfferingOffering and the expiration of any applicable lock-up period, in any bona fide underwritten public offering or in any Rule 144 Sale; and 3.4.2 No . In addition, no Manager will be entitled to Transfer Shares at any time if such Transfer would: (i) violate the Securities Act, Act or any state (or other jurisdiction) securities or “blue sky” laws applicable to the Company or the Shares; (ii) cause the Company to be required to register Common Stock under Section 12(g) of the Exchange Act; (iii) 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 (iv) be a non-exempt “prohibited transaction” under ERISA or the Code or cause all or any portion of the assets of the Company to constitute “plan assets” under ERISA or Section 4975 of the Code. Any attempted Transfer of Shares in violation of the provisions of this Agreement shall be null and void, and the Company shall not in any way give effect to any such impermissible Transfer.

Impermissible Transfer. Any attempted Transfer of Shares not permitted under the terms of this Section 3 ARTICLE III will be null and void, and the Company will not in any way give effect to any such impermissible Transfer. Notwithstanding any other provision of this Section 3 ARTICLE III or otherwise and except as provided in Section 4ARTICLE IV: 3.4.1 In no event will any Manager be entitled to Transfer his or her Shares (i) to any Person (whether or not to an Affiliate) that in the reasonable judgment of the Majority Investors, exercised in good faith, is a competitor of, or other Person who is adverse to the interests of, the Company or Gymboree or (ii) to any Person who (directly or indirectly) (a) holds an ownership interest in such competitor equal to five percent or more, (b) has invested $5,000,000 or more in such competitor or (c) has designated, or has the right to designate, a member of the board of directors of such competitor, in each case without the approval of the Majority Investors, except, in or following a Qualified Public Offering, in any bona fide underwritten public offering or in any Rule 144 Sale; and 3.4.2 No Manager will be entitled to Transfer Shares at any time if such Transfer would: (i) violate the Securities Act, or any state (or other jurisdiction) securities or “blue sky” laws applicable to the Company or the Shares; (ii) cause the Company to be required to register Common Stock under Section 12(g) of the Exchange Act; (iii) 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 (iv) be a non-exempt “prohibited transaction” under ERISA or the Code or cause all or any portion of the assets of the Company to constitute “plan assets” under ERISA or Section 4975 of the Code.