Common use of No Sale or Transfer Clause in Contracts

No Sale or Transfer. (a) The Employee shall not sell, transfer, assign, exchange, pledge, encumber or otherwise dispose of any shares of Class B Common Stock acquired hereunder or grant any option or right to purchase such shares or any legal or beneficial interest therein, except in accordance with the provisions of this Agreement. (b) The Employee may transfer any shares of Class B Common Stock acquired hereunder by will, but only to: (i) any spouse, parent, child (whether natural or adopted), grandchild, brother or sister of the Employee, or (ii) any corporation or partnership which is controlled by any spouse, parent, child (whether natural or adopted), grandchild, brother or sister of the Employee (the person or persons to which shares of Class B Common Stock are transferred in accordance with this Section 3.1(b) being herein referred to as the "Permitted Transferee"); provided, that, for any transfer to the Permitted Transferee to be effective hereunder, the Permitted Transferee shall agree in writing to be bound by all the terms of this Agreement applicable to the Employee (including, without limitation, Article 4 and Section 6.13(b) hereof) as if the Permitted Transferee originally had been a party hereto; and provided, further, that all of the stockholders of any Permitted Transferee that is a corporation and all of the partners of any Permitted Transferee that is a partnership shall agree in writing not to transfer any shares they then own or may hereafter acquire in the corporate Permitted Transferee or any partnership interests they then own or may hereafter acquire in the partnership Permitted Transferee except to a person described in paragraph (i) or (ii) above that has made the same agreement in writing to the Company, so long as the corporate or partnership Permitted Transferee shall own any shares of Class B Common Stock. Any reference herein to the Employee shall be to the Permitted Transferee from and after the date the transfer is effected in accordance with this Section 3.1(b). Without limiting the generality of the foregoing, the provisions of Section 4.2 hereof shall be likewise applicable to any Permitted Transferee, commencing upon the date that such Person becomes a Permitted Transferee, for the respective periods they would have applied to the Employee.

No Sale or Transfer. (a) The Employee No Shareholder shall not sell, transfer, assign, exchange, pledge, encumber or otherwise dispose of any shares of Class B Common Stock acquired hereunder Securities held by such Shareholder or grant any option or right to purchase such shares Securities or any legal or beneficial interest thereintherein or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Securities held by such Shareholder, except (i) to the Company in accordance with the provisions terms of this AgreementSection 3.2 or Section 4, (ii) to a Third Party or Third Parties in accordance with Sections 3.3, 3.4 or 3.5 or (iii) as provided for in subsection (b) below. (b) The Employee Each Shareholder may transfer any shares of Class B Common Stock acquired hereunder by willits Securities, but only to: (i) any spouse, parent, child (whether natural or adopted) or grandchild of such Shareholder (any such person, a “Family Member”), grandchild, brother or sister of the Employee, or; (ii) any corporation or partnership which is controlled by such Shareholder or by any spouseFamily Member; or (iii) a trust solely for the benefit of such Shareholder or any Family Member, parent, child (whether natural the trustees of which are solely such Shareholder and/or Family Members or adopted), grandchild, brother a corporation or sister of the Employee partnership which is controlled by such Shareholder and/or Family Members. (the person or persons to which shares of Class B Common Capital Stock are transferred in accordance with this Section 3.1(b) being herein referred to as the "“Permitted Transferee"”); provided, that, for any transfer to the Permitted Transferee to be effective hereunder, the Permitted Transferee (which, in the case of a trust, shall include each person having authority to sell or dispose of such shares of Capital Stock proposed to be transferred to the trust) shall agree in writing to be bound by all of the terms of this Agreement and, if the transferor was a party to the Investor Rights Agreement, the Investor Rights Agreement, applicable to the Employee such Shareholder (including, without limitation, Article including Section 4 and Section 6.13(b) hereof) as if the Permitted Transferee originally had been a party heretohereto and thereto; and provided, further, that for any transfer to a Permitted Transferee that is the spouse of an Shareholder to be effective hereunder, the Permitted Transferee shall execute an agreement satisfactory to the Company providing for rights of repurchase (at a price determined by the Board in good faith) by the Shareholder or the Company in the event of a divorce between such spouse and such Shareholder; and provided, further, that all of the stockholders shareholders of any Permitted Transferee that is a corporation and all of the partners of any Permitted Transferee that is a partnership and all beneficiaries of a Permitted Transferee that is a trust shall agree in writing not to transfer any shares they then own or may hereafter acquire in the corporate Permitted Transferee or any partnership or trust interests they then own or may hereafter acquire in the partnership or trust Permitted Transferee (or otherwise allow any action the effect of which would be to transfer control of the Permitted Transferee) except to a person Person described in paragraph (i), (ii) or (iiiii) above that has made the same agreement in writing to the Company, so long as the corporate corporate, partnership or partnership trust Permitted Transferee shall own any shares of Class B Common Capital Stock. Any reference herein to the Employee a Shareholder shall be to both the Permitted Transferee and the Shareholder from and after the date the transfer is effected in accordance with this Section 3.1(b). Without limiting the generality of the foregoing, the provisions of Section 4.2 hereof shall be likewise applicable to any Permitted Transferee, commencing upon the date that such Person becomes a Permitted Transferee, for the respective periods they would have applied apply to the EmployeeShareholder.

No Sale or Transfer. (a) The Employee Prior to the Release Date, no Stockholder shall not sell, transfer, assign, exchange, pledge, encumber or otherwise dispose of any shares of Class B Common Stock acquired hereunder held by such Stockholder or grant any option or right to purchase such shares Common Stock or any legal or beneficial interest thereintherein or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Common Stock held by such Stockholder (each, a “Transfer”), except (i) to the Company in accordance with the provisions terms of this AgreementSection 3.2, (ii) to a third party or third parties in accordance with Section 3.3 or 3.4 or (iii) as provided for in subsection (b) below. (b) The Employee Each Stockholder may transfer Transfer any shares of Class B its Common Stock acquired hereunder by willStock, but only to: (i) any spouse, parent, child (whether natural or adopted) or grandchild of such Stockholder (any such person, a “Family Member”), grandchild, brother or sister of the Employee, or; (ii) any corporation or partnership which is controlled solely by such Stockholder; or (iii) a trust solely for the benefit of such Stockholder or any spouseFamily Member, parent, child the trustees of which are solely such Stockholder and/or a corporation or partnership which is controlled solely by such Stockholder (whether natural or adopted), grandchild, brother or sister of the Employee (the person or persons each Person to which whom shares of Class B Common Stock are transferred Transferred in accordance with this Section 3.1(b) being herein referred to as the "“Permitted Transferee"”); provided, that, for any transfer Transfer to the Permitted Transferee to be effective hereunder (and for the transferee to be deemed a Permitted Transferee hereunder), the Permitted Transferee shall agree execute and deliver a written agreement (which may be in writing the form of a counterpart hereto) satisfactory to the Company by which it agrees to be bound by all of the terms of this Agreement applicable to the Employee (including, without limitation, Article 4 and Section 6.13(b) hereof) such Stockholder as if the Permitted Transferee originally had been a party hereto; and provided, further, that all of the stockholders of for any Transfer to a Permitted Transferee that is the spouse of a corporation Stockholder to be effective hereunder, the Permitted Transferee shall execute and all deliver a written agreement satisfactory to the Company providing for rights of repurchase (at a price determined by the partners Board in good faith) by the Stockholder or the Company in the event of a divorce between such spouse and such Stockholder; and provided, further, that any Permitted Transferee that is a partnership pursuant to paragraph (b)(ii) or b(iii) of this Section 3.1 shall agree in writing not to transfer any shares they then own or may hereafter acquire in the corporate Permitted Transferee or any partnership interests they then own or may hereafter acquire in the partnership Permitted Transferee except to a person described in paragraph (i) or (ii) above that has made the same agreement in writing to the Company, so long as the corporate or partnership Permitted Transferee shall own Transfer any shares of Class B Common StockStock which it may own back to the Stockholder from whom the Common Stock was Transferred if at any time it ceases to meet the criteria for a Permitted Transferee set forth in the applicable paragraph. A Permitted Transferee may Transfer any shares of Common Stock back to the Stockholder from whom the Common Stock was Transferred or to any Person who would be a Permitted Transferee of such Stockholder, subject to compliance by such Person with this Section 3.1(b), and upon such compliance such Person shall likewise be a Permitted Transferee. Any reference herein to the Employee a Stockholder shall be to both the Permitted Transferee and the Stockholder from and after the date the transfer is effected in accordance with this Section 3.1(b3.1 (b). Without limiting the generality of the foregoing, the provisions of Section 4.2 hereof 3.2 shall be likewise applicable to any Permitted Transferee, commencing upon the date that such Person becomes a Permitted Transferee, for the respective periods they would have applied apply to the EmployeeStockholder.

No Sale or Transfer. (a) The Employee Shareholder shall not sell, transfer, assign, exchange, pledge, encumber or otherwise dispose of any shares of Class B Common Stock acquired hereunder owned by the Shareholder or grant any option or right to purchase such shares or any legal or beneficial interest thereintherein or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any shares of Common Stock owned by the Shareholder, except (i) to a Third Party or Third Parties in accordance with the provisions of this AgreementSection 2.2, 2.3 or 2.4 or (ii) as provided for in subsection (b) below. (b) The Employee Shareholder may transfer any shares of Class B Common Stock acquired hereunder owned by willthe Shareholder, but only to: (i) any spouse, parent, child (whether natural or adopted), grandchild, brother ) or sister grandchild of the EmployeeShareholder (any such person, ora “Family Member”); (ii) any corporation or partnership which is controlled by the Shareholder or by any spouse, parent, child Family Member; or (whether natural or adopted), grandchild, brother or sister iii) a trust solely for the benefit of the Employee Shareholder or any Family Member, the trustees of which are solely the Shareholder and/or Family Members or a corporation or partnership which is controlled by the Shareholder and/or Family Members (the person or persons to which shares of Class B Common Stock are transferred in accordance with this Section 3.1(b2.1(b) being herein referred to as the "“Permitted Transferee"”); provided, that, for any transfer to the Permitted Transferee to be effective hereunder, the Permitted Transferee (which, in the case of a trust, shall include each person having authority to sell or dispose of such shares of Common Stock proposed to be transferred to the trust) shall agree in writing to be bound by all the terms of this Agreement applicable to the Employee Shareholder (including, without limitation, Article 4 and including Section 6.13(b) hereof5.13(b)) as if the Permitted Transferee originally had been a party hereto; and provided, further, that for any transfer to a Permitted Transferee that is the spouse of the Shareholder to be effective hereunder, the Permitted Transferee shall execute an agreement satisfactory to the Company providing for rights of repurchase (at a price determined by the Board in good faith) by the Shareholder or the Company in the event of a divorce between such spouse and the Shareholder; and provided, further, that all of the stockholders shareholders of any Permitted Transferee that is a corporation and all of the partners of any Permitted Transferee that is a partnership and all beneficiaries of a Permitted Transferee that is a trust shall agree in writing not to transfer any shares they then own or may hereafter acquire in the corporate Permitted Transferee or any partnership or trust interests they then own or may hereafter acquire in the partnership or trust Permitted Transferee (or otherwise allow any action the effect of which would be to transfer control of the Permitted Transferee) except to a person Person described in paragraph (i), (ii) or (iiiii) above that has made the same agreement in writing to the Company, so long as the corporate corporate, partnership or partnership trust Permitted Transferee shall own any shares of Class B Common Stock. Any reference herein to the Employee Shareholder shall be to both the Permitted Transferee and the Shareholder from and after the date the transfer is effected in accordance with this Section 3.1(b). Without limiting 2.1(b) to the generality extent of the foregoing, the provisions shares of Section 4.2 hereof shall be likewise applicable to any Permitted Transferee, commencing upon the date that such Person becomes a Permitted Transferee, for the respective periods they would have applied to the EmployeeCommon Stock transferred.

No Sale or Transfer. (a) The Employee shall not sell, transfer, assign, exchange, pledge, encumber or otherwise dispose of any shares of Class B Common Stock acquired hereunder or grant any option or right to purchase such shares or any legal or beneficial interest therein, except in accordance with the provisions of this Agreement. (b) The Employee may transfer any shares of Class B Common Stock acquired hereunder by will, but only to: (i) any spouse, parent, child (whether natural or adopted), grandchild, brother or sister of the Employee, or (ii) any corporation or partnership which is controlled by any spouse, parent, child (whether natural or adopted), grandchild, brother or sister of the Employee (the person or persons to which shares of Class B Common Stock are transferred in accordance with this Section 3.1(b) being herein referred to as the "Permitted Transferee"); provided, that, for any transfer to the Permitted Transferee to be effective hereunder, the Permitted Transferee shall agree in writing to be bound by all the terms of this Agreement applicable to the Employee (including, without limitation, Article 4 and Section 6.13(b) hereof) as if the Permitted Transferee originally had been a party hereto; and provided, further, that all of the stockholders of any Permitted Transferee that is a corporation and all of the partners of any Permitted Transferee that is a partnership shall agree in writing not to transfer any shares they then own or may hereafter acquire in the corporate Permitted Transferee or any partnership interests they then own or may hereafter acquire in the partnership Permitted Transferee except to a person described in paragraph (i) or (ii) above that has made the same agreement in writing to the Company, so long as the corporate or partnership Permitted Transferee shall own any shares of Class B Common Stock. Any reference herein to the Employee shall be to the Permitted Transferee from and after the date the transfer is effected in accordance with this Section 3.1(b). Without limiting the generality of the foregoing, the provisions of Section 4.2 hereof shall be likewise applicable to any Permitted Transferee, commencing upon the date that such Person becomes a Permitted Transferee, for the respective periods they would have applied to the Employee.

No Sale or Transfer. (a) The Employee shall not sell, transfer, assign, exchange, pledge, encumber or otherwise dispose of any shares of Class B C Common Stock acquired hereunder or grant any option or right to purchase such shares or any legal or beneficial interest therein, except in accordance with the provisions of this Agreement. (b) The Employee may transfer any shares of Class B C Common Stock acquired hereunder by will, but only to: (i) any spouse, parent, child (whether natural or adopted), grandchild, brother or sister of the Employee, or (ii) any corporation or partnership which is controlled by any spouse, parent, child (whether natural or adopted), grandchild, brother or sister of the Employee (the person or persons to which shares of Class B C Common Stock are transferred in accordance with this Section 3.1(b) being herein referred to as the "Permitted Transferee"); provided, that, for any transfer to the Permitted Transferee to be effective hereunder, the Permitted Transferee shall agree in writing to be bound by all the terms of this Agreement applicable to the Employee (including, without limitation, Article Sections 4 and Section 6.13(b) hereof) as if the Permitted Transferee originally had been a party hereto; and provided, further, that all of the stockholders of any Permitted Transferee that is a corporation and all of the partners of any Permitted Transferee that is a partnership shall agree in writing not to transfer any shares they then own or may hereafter acquire in the corporate Permitted Transferee or any partnership interests they then own or may hereafter acquire in the partnership Permitted Transferee except to a person described in paragraph (i) or (ii) above that has made the same agreement in writing to the Company, so long as the corporate or partnership Permitted Transferee shall own any shares of Class B C Common Stock. Any reference herein to the Employee shall be to the Permitted Transferee from and after the date the transfer is effected in accordance with this Section 3.1(b). Without limiting the generality of the foregoing, the provisions of Section 4.2 hereof shall be likewise applicable to any Permitted Transferee, commencing upon the date that such Person person becomes a Permitted Transferee, for the respective periods they would have applied to the Employee.

No Sale or Transfer. (a) The Employee shall not sell, transfer, assign, exchange, pledge, encumber or otherwise dispose of any shares of Class B Common Stock acquired hereunder or grant any option or right to purchase such shares or any legal or beneficial interest therein, except in accordance with the provisions of this Agreement and the Stock Pledge Agreement. (b) The Employee may transfer any shares of Class B Common Stock acquired hereunder by will, but only to: (i) any spouse, parent, child (whether natural or adopted), grandchild, brother or sister of the Employee, or (ii) a trust solely for the benefit of any spouse, parent, child (whether natural or adopted), grandchild, brother or sister of the Employee, or (iii) any corporation or partnership which is controlled by any spouse, parent, child (whether natural or adopted), grandchild, brother or sister of the Employee (the person or persons to which shares of Class B Common Stock are transferred in accordance with this Section 3.1(b) being herein referred to as the "Permitted Transferee"); provided, that, for any transfer to the Permitted Transferee to be effective hereunder, the Permitted Transferee (which, in the case of a trust, shall include each person having authority to sell or dispose of such shares of Class B Common Stock proposed to be transferred to the trust) shall agree in writing to be bound by all the terms of this Agreement applicable to the Employee (including, without limitation, Article Sections 4 and Section 6.13(b) hereof) and the Promissory Note and the Stock Pledge Agreement as if the Permitted Transferee originally had been a party heretohereto and thereto; and provided, further, that all of the stockholders of any Permitted Transferee that is a corporation and all of the partners of any Permitted Transferee that is a partnership shall agree in writing not to transfer any shares they then own or may hereafter acquire in the corporate Permitted Transferee or any partnership interests they then own or may hereafter acquire in the partnership Permitted Transferee except to a person described in paragraph (i), (ii) or (iiiii) above that has made the same agreement in writing to the Company, so long as the corporate or partnership Permitted Transferee shall own any shares of Class B Common Stock. Any reference herein to the Employee shall be to the Permitted Transferee from and after the date the transfer is effected in accordance with this Section 3.1(b). Without limiting the generality of the foregoing, the provisions of Section 4.2 hereof shall be likewise applicable to any Permitted Transferee, commencing upon the date that such Person person becomes a Permitted Transferee, for the respective periods they would have applied to the Employee.

No Sale or Transfer. (a) The Employee shall not sell, transfer, assign, exchange, pledge, encumber or otherwise dispose of any shares of Class B Common Stock acquired hereunder or grant any option or right to purchase such shares or any legal or beneficial interest therein, except in accordance with the provisions of this Agreement and the Stock Pledge Agreement. (b) The Employee may transfer any shares of Class B Common Stock acquired hereunder by will, but only to: (i) any spouse, parent, child (whether natural or adopted), grandchild, brother or sister of the Employee, or (ii) any corporation or partnership which is controlled by any spouse, parent, child (whether natural or adopted), grandchild, brother or sister of the Employee (the person or persons to which shares of Class B Common Stock are transferred in accordance with this Section 3.1(b) being herein referred to as the "Permitted Transferee"); provided, that, for any transfer to the Permitted Transferee to be effective hereunder, the Permitted Transferee shall agree in writing to be bound by all the terms of this Agreement applicable to the Employee (including, without limitation, Article 4 and Section 6.13(b) hereof) and the Promissory Note and the Stock Pledge Agreement as if the Permitted Transferee originally had been a party heretohereto and thereto; and provided, further, that all of the stockholders of any Permitted Transferee that is a corporation and all of the partners of any Permitted Transferee that is a partnership shall agree in writing not to transfer any shares they then own or may hereafter acquire in the corporate Permitted Transferee or any partnership interests they then own or may hereafter acquire in the partnership Permitted Transferee except to a person described in paragraph (i) or (ii) above that has made the same agreement in writing to the Company, so long as the corporate or partnership Permitted Transferee shall own any shares of Class B Common Stock. Any reference herein to the Employee shall be to the Permitted Transferee from and after the date the transfer is effected in accordance with this Section 3.1(b). Without limiting the generality of the foregoing, the provisions of Section 4.2 hereof shall be likewise applicable to any Permitted Transferee, commencing upon the date that such Person becomes a Permitted Transferee, for the respective periods they would have applied to the Employee.

No Sale or Transfer. (a) The Employee Director shall not sell, transfer, assign, exchange, pledge, encumber or otherwise dispose of any shares of Class B Common Stock acquired hereunder pursuant hereto or otherwise subject to this Agreement or grant any option or right to purchase such shares or any legal or beneficial interest therein, except in accordance with the provisions of this Agreement. (b) The Employee Director may transfer any shares of Class B Common Stock acquired hereunder or otherwise subject to this Agreement by will, but only to: (i) any spouse, parent, child (whether natural or adopted), grandchild, brother or sister of the EmployeeDirector, or (ii) any corporation or partnership which is controlled by any spouse, parent, child (whether natural or adopted), grandchild, brother or sister of the Employee Director (the person or persons to which shares of Class B Common Stock are transferred in accordance with this Section 3.1(b2.1(b) being herein referred to as the "Permitted Transferee"); provided, that, for any transfer to the Permitted Transferee to be effective hereunder, the Permitted Transferee shall agree in writing to be bound by all the terms of this Agreement applicable to the Employee Director (including, without limitation, Article 4 and Section 6.13(b5.12(b) hereof) as if the Permitted Transferee originally had been a party hereto; and provided, further, that all of the stockholders of any Permitted Transferee that is a corporation and all of the partners of any Permitted Transferee that is a partnership shall agree with the Company in writing not to transfer any shares they then own or may hereafter acquire in the corporate Permitted Transferee or any partnership interests they then own or may hereafter acquire in the partnership Permitted Transferee except to a person described in paragraph (i) or (ii) above that has made the same agreement in writing to the Company, so long as the corporate or partnership Permitted Transferee shall own any shares of Class B Common Stock. Any reference herein to the Employee Director shall also be to the Permitted Transferee from and after the date the transfer is effected in accordance with this Section 3.1(b2.1(b). Without limiting the generality of the foregoing, the provisions of Section 4.2 hereof shall be likewise applicable to any Permitted Transferee, commencing upon the date that such Person becomes a Permitted Transferee, for the respective periods they would have applied to the EmployeeDirector.

No Sale or Transfer. (a) The Employee Stockholder shall not sell, transfer, assign, exchange, pledge, encumber or otherwise dispose of any shares of Class B Common Stock acquired hereunder or grant any option or right to purchase such shares or any legal or beneficial interest therein, except in accordance with the provisions of this Agreement. (b) The Employee Stockholder may transfer any shares of Class B Common Stock acquired hereunder by will, but only to: (i) any spouse, parent, child (whether natural or adopted), grandchild, brother or sister of the EmployeeStockholder, or (ii) any corporation or partnership which is controlled by any spouse, parent, child (whether natural or adopted), grandchild, brother or sister of the Employee Stockholder (the person or persons to which shares of Class B Common Stock are transferred in accordance with this Section 3.1(b) being herein referred to as the "Permitted Transferee"); provided, that, for any transfer to the Permitted Transferee to be effective hereunder, the Permitted Transferee shall agree in writing to be bound by all the terms of this Agreement applicable to the Employee Stockholder (including, without limitation, Article 4 Sections 3 and Section 6.13(b) hereof) as if the Permitted Transferee originally had been a party hereto; and provided, further, that all of the stockholders of any Permitted Transferee that is a corporation and all of the partners of any Permitted Transferee that is a partnership shall agree in writing not to transfer any shares they then own or may hereafter acquire in the corporate Permitted Transferee or any partnership interests they then own or may hereafter acquire in the partnership Permitted Transferee except to a person described in paragraph (i) or (ii) above that has made the same agreement in writing to the Company, so long as the corporate or partnership Permitted Transferee shall own any shares of Class B Common Stock. Any reference herein to the Employee Stockholder shall be to the Permitted Transferee from and after the date the transfer is effected in accordance with this Section 3.1(b). Without limiting the generality of the foregoing, the provisions of Section 4.2 hereof shall be likewise applicable to any Permitted Transferee, commencing upon the date that such Person becomes a Permitted Transferee, for the respective periods they would have applied to the EmployeeStockholder.

No Sale or Transfer. (a) The Employee shall not sell, transfer, assign, exchange, pledge, encumber or otherwise dispose of any shares of Class B Common Stock acquired hereunder held by the Employee or grant any option or right to purchase such shares Common Stock or any legal or beneficial interest thereintherein or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Common Stock held by the Employee, except (i) to the Company in accordance with the provisions terms of this AgreementSection 3.2 or Section 4, (ii) to a Third Party or Third Parties in accordance with Sections 3.3, 3.4 or 3.5 or (iii) as provided for in subsection (b) below. (b) The Employee may transfer any shares of Class B the Employee’s Common Stock acquired hereunder by willStock, but only to: (i) any spouse, parent, child (whether natural or adopted), grandchild, brother ) or sister grandchild of the EmployeeEmployee (any such person, ora “Family Member”); (ii) any corporation or partnership which is controlled by the Employee or by any spouse, parent, child Family Member; or (whether natural or adopted), grandchild, brother or sister iii) a trust solely for the benefit of the Employee or any Family Member, the trustees of which are solely the Employee and/or Family Members or a corporation or partnership which is controlled by the Employee and/or Family Members. (the person or persons to which shares of Class B Common Stock are transferred in accordance with this Section 3.1(b) being herein referred to as the "“Permitted Transferee"”); provided, that, for any transfer to the Permitted Transferee to be effective hereunder, the Permitted Transferee (which, in the case of a trust, shall include each person having authority to sell or dispose of such shares of Common Stock proposed to be transferred to the trust) shall agree in writing to be bound by all of the terms of this Agreement applicable to the Employee (including, without limitation, Article 4 and Section 6.13(b) hereof) as if the Permitted Transferee originally had been a party hereto; and provided, further, that for any transfer to a Permitted Transferee that is the spouse of the Employee to be effective hereunder, the Permitted Transferee shall execute an agreement satisfactory to the Company providing for rights of repurchase (at a price determined by the Board in good faith) by the Employee or the Company in the event of a divorce between such spouse and the Employee; and provided, further, that all of the stockholders shareholders of any Permitted Transferee that is a corporation and all of the partners of any Permitted Transferee that is a partnership and all beneficiaries of a Permitted Transferee that is a trust shall agree in writing not to transfer any shares they then own or may hereafter acquire in the corporate Permitted Transferee or any partnership or trust interests they then own or may hereafter acquire in the partnership or trust Permitted Transferee (or otherwise allow any action the effect of which would be to transfer control of the Permitted Transferee) except to a person Person described in paragraph (i), (ii) or (iiiii) above that has made the same agreement in writing to the Company, so long as the corporate corporate, partnership or partnership trust Permitted Transferee shall own any shares of Class B Common Stock. Any reference herein to the Employee shall be to both the Permitted Transferee and the Employee from and after the date the transfer is effected in accordance with this Section 3.1(b). Without limiting the generality of the foregoing, the provisions of Section 4.2 hereof shall be likewise applicable to any Permitted Transferee, commencing upon the date that such Person becomes a Permitted Transferee, for the respective periods they would have applied apply to the Employee.

No Sale or Transfer. (a) The Employee Director shall not sell, transfer, assign, exchange, pledge, encumber or otherwise dispose of any shares of Class B A Common Stock acquired hereunder pursuant hereto or otherwise subject to this Agreement or grant any option or right to purchase such shares or any legal or beneficial interest therein, except in accordance with the provisions of this Agreement. (b) The Employee Director may transfer any shares of Class B A Common Stock acquired hereunder or otherwise subject to this Agreement by will, but only to: (i) any spouse, parent, child (whether natural or adopted), grandchild, brother or sister of the EmployeeDirector, or (ii) any corporation or partnership which is controlled by any spouse, parent, child (whether natural or adopted), grandchild, brother or sister of the Employee Director (the person or persons to which shares of Class B A Common Stock are transferred in accordance with this Section 3.1(b2.1(b) being herein referred to as the "Permitted Transferee"); provided, that, for any transfer to the Permitted Transferee to be effective hereunder, the Permitted Transferee shall agree in writing to be bound by all the terms of this Agreement applicable to the Employee Director (including, without limitation, Article 4 and Section 6.13(b4.12(b) hereof) as if the Permitted Transferee originally had been a party hereto; and provided, further, that all of the stockholders of any Permitted Transferee that is a corporation and all of the partners of any Permitted Transferee that is a partnership shall agree with the Company in writing not to transfer any shares they then own or may hereafter acquire in the corporate Permitted Transferee or any partnership interests they then own or may hereafter acquire in the partnership Permitted Transferee except to a person described in paragraph (i) or (ii) above that has made the same agreement in writing to the Company, so long as the corporate or partnership Permitted Transferee shall own any shares of Class B A Common Stock. Any reference herein to the Employee Director shall also be to the Permitted Transferee from and after the date the transfer is effected in accordance with this Section 3.1(b2.1(b). Without limiting the generality of the foregoing, the provisions of Section 4.2 hereof shall be likewise applicable to any Permitted Transferee, commencing upon the date that such Person becomes a Permitted Transferee, for the respective periods they would have applied to the Employee.