Common use of Issuances and Transfers of Securities Clause in Contracts

Issuances and Transfers of Securities. (a) The provisions in this Article II and Article VI shall apply to all Stockholder Shares now owned or hereafter acquired by a Stockholder, including Stockholder Shares acquired by reason of original issuance, dividend, distribution and acquisition of outstanding Stockholder Shares from another Person, and such provisions shall apply to any Stockholder Shares obtained by a Stockholder upon the exercise, exchange or conversion of any Common Stock Equivalent. (b) All Transfers of Stockholder Shares shall be made to a Permitted Transferee (subject to the terms and conditions of this Article II and Article VI). (c) Notwithstanding anything to the contrary contained herein, (i) no Stockholder shall Transfer any Stockholder Shares to any Person unless such Transfer is done in accordance with applicable Law, including, but not limited to, the Securities Act, and (ii) each Stockholder that is an entity that was formed for the purpose of directly or indirectly acquiring Stockholder Shares or that has no substantial assets other than Stockholder Shares or direct or indirect interests in Stockholder Shares acknowledges and agrees that (x) certificates for shares of its common stock or other instruments reflecting equity interests in such entity (and the certificates for shares of common stock or other equity interests in any similar entities Controlling such entity) will note the Transfer restrictions contained in this Agreement as if such common stock or other equity interests were Stockholder Shares, (y) no shares of such common stock or other equity interests of such entity may be Transferred (including any Transfer or issuance by such entity) to any Person other than in accordance with the terms and provisions of this Agreement as if such common stock or other equity interests were Stockholder Shares and (z) any Transfer of shares of such common stock or other equity interests of such entity shall be deemed to be a Transfer of an equivalent percentage of Stockholder Shares held thereby for all purposes hereunder. Additionally, each entity described in clause (ii) above shall cause its direct and indirect owners to comply with this Agreement as if it were subject to such clause (ii) if such direct or indirect owner would be subject to clause (ii) if it owned any Stockholder Shares.

Issuances and Transfers of Securities. (a) The provisions in this Article II and Article VI shall apply to all Stockholder Shares now owned or hereafter acquired by a Stockholder, including Stockholder Shares acquired by reason of original issuance, dividend, distribution distribution, exchange, conversion and acquisition of outstanding Stockholder Shares from another Person, and such provisions shall apply to any Stockholder Shares obtained by a Stockholder upon the exercise, exchange or conversion of any Common Stock Equivalentoption, warrant or other derivative Security (including upon the conversion of the Series AA Preferred Stock). (b) All Transfers of Any Person who is not already a party to this Agreement and who subscribes for Stockholder Shares shall shall, as a condition to such acquisition, execute and deliver to the Company a joinder agreement in substantially the form attached hereto as Exhibit D (a “Joinder Agreement”), pursuant to which such Person will thereupon become a party to, and be made bound by and obligated to a Permitted Transferee (subject to comply with the terms and conditions of provisions of, this Article II and Article VI)Agreement. (c) Notwithstanding anything to the contrary contained herein, (i) no No Stockholder shall Transfer any Stockholder Shares to any a Person unless such Transfer is done in accordance with applicable Law, including, but not limited to, the Securities Act, and (ii) each Stockholder that is an entity that was formed for the purpose of directly or indirectly acquiring Stockholder Shares or that has no substantial assets other than Stockholder Shares or direct or indirect interests in Stockholder Shares acknowledges and agrees that (x) certificates for shares of its common stock or other instruments reflecting equity interests in such entity (and the certificates for shares of common stock or other equity interests in any similar entities Controlling such entity) will note the Transfer restrictions contained in already a party to this Agreement as if a Stockholder unless (i) such common stock or other equity interests were Stockholder SharesPerson executes and delivers to the Company a Joinder Agreement, (y) no shares of pursuant to which such common stock or other equity interests of such entity may Person will thereupon become a party to, and be Transferred (including any Transfer or issuance bound by such entity) and obligated to any Person other than in accordance comply with the terms and provisions of, this Agreement, as a Stockholder hereunder and (ii) such Transfer is made in compliance with this Article II. Any Transfer of Stockholder Shares in violation of this Agreement as if such common stock or other equity interests were Stockholder Shares and (zSection 2.1(c) any Transfer of shares of such common stock or other equity interests of such entity shall be deemed to be a breach of this Agreement by the Transferor. (d) On or before the fifth anniversary of the date hereof, no Stockholder who is both a 2003-Indenture Permitted Holder and 2004-Indenture Permitted Holder shall Transfer (other than pursuant to a Transfer effected pursuant to the “Merger Exception” as defined in Article Four, Part B, Section 5(a) of the Certificate) any Stockholder Shares to any Person unless (i) no “Change of Control” (as defined in the applicable Indenture) occurs under the applicable Indenture (if such Indenture is then in effect) as a result of such Transfer and the Transferee agrees to be bound by the restrictions set forth in this Section 2.1(d) with respect to any subsequent proposed Transfer of an equivalent percentage of such Stockholder Shares held thereby for all purposes hereunder. Additionallyby such Transferee, each entity described in clause or (ii) above such Transfer is made only after all shares of the Series AA Preferred Stock have been redeemed and New Senior Subordinated Notes have been repaid in full in cash. (e) On or before the fifth anniversary of the date hereof, the Company shall not issue or sell any Securities to any Person in the event that such issuance or sale would cause its direct and indirect owners to comply with this Agreement a “Change of Control” as if it were subject to such clause defined in either Indenture (ii) if such direct or indirect owner would be subject to clause (iiIndenture is then in effect) if it owned any Stockholder Shareswithout the prior written consent of the Requisite Investor Stockholders and the Requisite Bond Stockholders.

Issuances and Transfers of Securities. (a) The provisions in this Article II and Article VI shall apply to all Stockholder Shares now owned by any Stockholder or hereafter acquired by a Stockholderany Person, including Stockholder Shares acquired by reason of original issuance, dividend, distribution distribution, exchange, conversion and acquisition of outstanding Stockholder Shares from another Person, and such provisions shall apply to any Stockholder Shares obtained by a Stockholder upon the exercise, exchange or conversion of any Common Stock Equivalentoption, warrant or other derivative Security (including Equity Incentive Shares). (b) All Transfers The Company shall not issue to any Person, nor register or permit to be registered in the stock books of the Company any Transfer of Stockholder Shares shall unless, as a condition to the issuance or Transfer of such Stockholder Shares, such Person, if not already a Stockholder, agrees to be made bound by the terms of this Agreement as if such Person had executed this Agreement, upon which time such Person will become a party to, and be bound by and obligated to a Permitted Transferee (subject to comply with the terms and conditions provisions of, this Agreement as a “Stockholder”. In furtherance of this Article II the foregoing, the Company may require any Person that is not already a Stockholder to execute and Article VIdeliver a joinder agreement substantially in the form attached hereto as Exhibit A (a “Joinder Agreement”). (c) Notwithstanding anything to the contrary contained herein, (i) no No Stockholder shall Transfer any Stockholder Shares to any Person unless such Transfer is done a Permitted Transfer. (d) Any attempt not in accordance compliance with applicable Law, including, but not limited tothis Agreement to make any Transfer of all or any portion of Stockholder Shares shall be null and void and of no force and effect, the Securities Actpurported Transferee shall have no rights or privileges in or with respect to the Company, and (ii) each Stockholder that is an entity that was formed for the purpose Company shall not give any effect in the Company’s records to such attempted Transfer. In the case of directly a Transfer or indirectly acquiring attempted Transfer of any Stockholder Shares or that has no substantial assets other than Stockholder Shares interest in the Company contrary to the provisions of the Agreement, the parties engaging or direct or indirect interests in Stockholder Shares acknowledges and agrees that (x) certificates for shares of its common stock or other instruments reflecting equity interests attempting to engage in such entity (Transfer shall indemnify and hold harmless the certificates for shares Company and each of common stock or other equity interests in any similar entities Controlling the Stockholders from all Losses that such entity) will note the Transfer restrictions contained in this Agreement as if such common stock or other equity interests were Stockholder Shares, (y) no shares of such common stock or other equity interests of such entity indemnified Persons may be Transferred incur (including any Transfer or issuance by such entitylegal fees and expenses) to any Person other than in accordance with enforcing the terms and provisions of this Agreement as if such common stock or other equity interests were Stockholder Shares and (z) any Transfer of shares of such common stock or other equity interests of such entity shall be deemed to be a Transfer of an equivalent percentage of Stockholder Shares held thereby for all purposes hereunder. Additionally, each entity described in clause (ii) above shall cause its direct and indirect owners to comply with this Agreement as if it were subject to such clause (ii) if such direct or indirect owner would be subject to clause (ii) if it owned any Stockholder SharesAgreement.

Issuances and Transfers of Securities. (a) The provisions in this Article II and Article VI shall apply to all Stockholder Shares now owned or hereafter acquired by a Stockholder, including Stockholder Shares acquired by reason of original issuance, dividend, distribution distribution, exchange, conversion and acquisition of outstanding Stockholder Shares from another Person, and such provisions shall apply to any Stockholder Shares obtained by a Stockholder upon the exercise, exchange or conversion of any Common Stock Equivalentoption, warrant or other derivative Security. (b) All Notwithstanding any other provision in this Agreement to the contrary, no Stockholder shall Transfer any Stockholder Shares to any Person until the twelve (12) month anniversary of the Closing Date (the “Initial Period”), except (i) in connection with a Qualified Public Offering, (ii) among the members of any particular Stockholder’s respective Group (provided that any such Transferee is a Permitted Transferee), or (iii) in connection with a Distressed Sale. Upon the expiration of the Initial Period, all Transfers of Stockholder Shares shall be made to a Permitted Transferee (subject to the terms and conditions of this Article II and Article VI). (c) Notwithstanding anything to the contrary contained herein, (i) no Stockholder shall Transfer any Stockholder Shares to any Person unless such Transfer is done in accordance with applicable Law, including, but not limited to, the Securities Act, and (ii) each Stockholder that is an entity that was formed for the purpose of directly or indirectly acquiring Stockholder Shares or that has no substantial assets other than Stockholder Shares or direct or indirect interests in Stockholder Shares acknowledges and agrees that (x) certificates for shares of its common stock or other instruments reflecting equity interests in such entity (and the certificates for shares of common stock or other equity interests in any similar entities Controlling such entity) will note the Transfer restrictions contained in this Agreement as if such common stock or other equity interests were Stockholder Shares, (y) no shares of such the common stock or other equity interests of such entity may be Transferred (including any Transfer or issuance by such entity) to any Person other than in accordance with the terms and provisions of this Agreement as if such common stock or other equity interests were Stockholder Shares and Shares. (zd) any Notwithstanding anything to the contrary contained in this Agreement, no Transfer of any shares of such common stock Common Stock by Bear Growth (and no acquisition of Common Stock by any CCMP Investor) on or other equity interests after the date hereof and made in accordance with the terms and conditions of such entity the Bear Growth Purchase Agreement shall be deemed subject to be a the restrictions on Transfer of set forth in this Agreement. To the extent that any Common Stock Distributee delivers an equivalent percentage of executed Joinder Agreement, such Common Stock Distributee shall become an Other Stockholder Shares held thereby for all purposes hereunder. Additionally, each entity described in clause (ii) above shall cause its direct and indirect owners to comply with this Agreement as if it were subject to such clause (ii) if such direct or indirect owner would be subject to clause (ii) if it owned any Stockholder Shares.