Common use of Loan and Other Agreements; Certain Restrictions Clause in Contracts

Loan and Other Agreements; Certain Restrictions. (a) Notwithstanding anything in this Agreement to the contrary, without limitation and in furtherance of the general restriction on Dispositions in Section 2, no Holder shall make any Disposition (including a Disposition pursuant to Section 2, 4 or 5 (other than pursuant to Section 5.1(a)) that, in the Company’s sole judgement, would cause a breach or default or acceleration of payments under any loan agreement, note, indenture or other agreement or instrument to which the Company and/or its Affiliates are a party and under which the indebtedness or liability of the Company and/or its Affiliates exceeds $2,000,000 (“Material Agreement”), unless the Board approves the transfer in writing in advance of such Disposition. Therefore, each Holder desiring or required to make a Disposition shall, prior to attempting to effect any such Disposition, (i) give written notice (“Notice”) to the Board and the Company describing the proposed Disposition and the proposed transferee in sufficient detail, setting forth the number of shares of Common Stock as to which such Holder desires to make a Disposition; and (ii) provide such other information concerning the proposed Disposition as the Board or the Company requests. If, in the Board’s judgment, the proposed Disposition would cause a breach or default or acceleration of payments under any Material Agreement, then such Disposition may not be made, and any attempted Disposition shall be null and void ab initio and of no force and effect. If the Board approves such Disposition and any shares of Common Stock with respect to which approval has been given are not actually transferred within the relevant time period provided in the applicable provisions of this Agreement, then all of the provisions of this Agreement shall apply to any subsequent transaction affecting such Common Stock (except as expressly excluded by the other terms of this Agreement). Additionally, all Common Stock transferred (whether to a third-party or any Holder) pursuant to a Disposition complying with the terms of this Section 4 (other than a Disposition to (x) a transferee described in Section 5.1(a), (c), (d) and/or (e) or (y) the Company, TopCo Parent or their respective Affiliates) shall remain subject to the terms and conditions of this Agreement, and no Disposition may be effected unless and until the transferee has in accordance with the terms and conditions of this Agreement, agreed to be bound by the terms and conditions of this Agreement, including by executing any required joinder and an Adoption Agreement.

Loan and Other Agreements; Certain Restrictions. (a) Notwithstanding anything in this Agreement to the contrary, without limitation and in furtherance of the general restriction on Dispositions in Section 2, no Holder shall make any Disposition (including but not limited to a Disposition pursuant to Section Sections 2, 4 or 5 (other than pursuant to Section 4.2 or paragraph 5.1(a)) thatwhich, in the Company’s sole judgementreasonable judgment (as evidenced by a resolution of the Board), would cause a breach or default or acceleration of payments under any loan agreement, note, indenture or other agreement or instrument to which the Company and/or its Affiliates are a party and under which the indebtedness or liability of the Company and/or its Affiliates exceeds $2,000,000 5,000,000 (“Material Agreement”), unless the Board approves the transfer Disposition (or such approval shall be deemed given in writing in advance of such Dispositionaccordance with the below). Therefore, each Holder desiring or required to make a Disposition shall, prior to attempting to effect any such Disposition, (ia) give written notice (“Notice”) to the Board and the Company describing the proposed Disposition and the proposed transferee in sufficient detail, setting forth the number of shares of Common Stock as to which such Holder desires to make a Disposition; and (iib) provide such other information concerning the proposed Disposition as the Board or the Company reasonably requests. If, in the BoardCompany’s judgmentreasonable judgment (which judgment shall be communicated in writing within ten (10) days of the Company’s receipt of the Notice and all other information it has reasonably requested (the “Response Notice”)), the proposed Disposition would cause a breach or default or acceleration of payments under any Material Agreement, then such Disposition may not be mademade at such time, and any attempted Disposition shall be null and void ab initio void; provided, however, that if (x) the Company fails to send a Response Notice prior to the expiry of the aforementioned ten (10) day period, or (y) the Company cannot approve a Disposition pursuant to this sentence on or prior to the last day of the second calendar year quarter beginning on or after the date of the Notice, then such Disposition shall be permitted and deemed approved on the date of no force expiry of the relevant period and effectany right of first refusal that the Company may have had pursuant to section 2.6 with respect to such shares of Common Stock shall thereupon expire. If the Board Company approves such Disposition (or such approval shall be deemed given in accordance with the above) and any shares of Common Stock with respect to which approval has been given are not actually transferred within the relevant time period provided in the applicable provisions of this Agreement, then all of the provisions of this Agreement shall apply to any subsequent transaction affecting such Common Stock (except as expressly excluded by the other terms of this Agreement). Additionally, all shares of Common Stock transferred (whether to a third-third party or any Holder) pursuant to a Disposition complying with the terms of this Section 4 (other than a Disposition to (x) a transferee described in Section 5.1(a), (c), (d) and/or (e) or (y) the Company, TopCo Parent or their respective Affiliates) shall remain subject to the terms and conditions of this Agreement, and no Disposition may be effected unless and until the transferee has in accordance with the terms and conditions of this Agreement, agreed to be bound by the terms and conditions of this Agreement, including by executing any required joinder and an Adoption Agreement.

Loan and Other Agreements; Certain Restrictions. (a) Notwithstanding anything in this Agreement to the contrary, without limitation and in furtherance of the general restriction on Dispositions in Section 2, no Holder shall make any Disposition (including a Disposition pursuant to Section 2, 4 or 5 (other than pursuant to Section 5.1(a)) that, in the Company’s sole judgement, would cause a breach or default or acceleration of payments under any loan agreement, note, indenture or other agreement or instrument to which the Company and/or its Affiliates are a party and under which the indebtedness or liability of the Company and/or its Affiliates exceeds $2,000,000 (“Material Agreement”), unless the Board approves the transfer in writing in advance of such Disposition. Therefore, each Holder desiring or required to make a Disposition shall, prior to attempting to effect any such Disposition, (i) give written notice (“Notice”) to the Board and the Company describing the proposed Disposition and the proposed transferee in sufficient detail, setting forth the number of shares of Common Stock as to which such Holder desires to make a Disposition; and (ii) provide such other information concerning the proposed Disposition as the Board or the Company requests. If, in the Board’s judgment, the proposed Disposition would cause a breach 13 or default or acceleration of payments under any Material Agreement, then such Disposition may not be made, and any attempted Disposition shall be null and void ab initio and of no force and effect. If the Board approves such Disposition and any shares of Common Stock with respect to which approval has been given are not actually transferred within the relevant time period provided in the applicable provisions of this Agreement, then all of the provisions of this Agreement shall apply to any subsequent transaction affecting such Common Stock (except as expressly excluded by the other terms of this Agreement). Additionally, all Common Stock transferred (whether to a third-party or any Holder) pursuant to a Disposition complying with the terms of this Section 4 (other than a Disposition to (x) a transferee described in Section 5.1(a), (c), (d) and/or (e) or (y) the Company, TopCo Parent or their respective Affiliates) shall remain subject to the terms and conditions of this Agreement, and no Disposition may be effected unless and until the transferee has in accordance with the terms and conditions of this Agreement, agreed to be bound by the terms and conditions of this Agreement, including by executing any required joinder and an Adoption Agreement. (b) Notwithstanding anything in this Agreement to the contrary, without the Board’s prior written consent, no Holder shall make any Disposition (including a Disposition pursuant to Section 2, 4 or 5 (other than pursuant to Section 5.1(a)) to any Person that, in the judgement of the Board, (i) is an actual or known potential competitor of the Company or any of its Affiliates, (ii) is known to be adverse, or to have interests adverse, to the interests of the Company or any of its Affiliates 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 five percent (5%) ownership interest in any Competitor. Section 5.