Common use of No Transfer of Shares Clause in Contracts

No Transfer of Shares. Prior to the Termination Date, each Holder hereby agrees that such Holder shall not sell or assign, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidation with respect to or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC promulgated thereunder with respect to, any Shares, or enter into any swap, short sale, hedge or other arrangement that which is designed to, or which would (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent)), lead to or result in a sale or disposition of any Shares (each of the foregoing, a “Transfer”); provided, however, that the foregoing shall not apply to any Transfer (i) contemplated in Section 7.1(a) of the Company Disclosure Letter, (ii) if Holder is a natural person, (A) to any person related to Holder by blood or adoption who is an immediate family member of Holder, or by marriage or domestic partnership (a “Family Member”), or to a trust formed for the benefit of Holder or any of Holder’s Family Members, (B) to Holder’s estate, following the death of Holder, by will, intestacy or other operation of law, (C) as a bona fide gift to a charitable organization, (D) by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement or (E) to any partnership, corporation or limited liability company which is controlled by Holder and/or by any such Family Member(s); (iii) if Holder is a corporation, partnership or other business entity, (A) to another corporation, partnership or other business entity that is an affiliate (as defined under Rule 12b-2 of the Exchange Act) of Holder, including investment funds or other entities under common control or management with Holder, (B) as a distribution or dividend to equity holders (including, without limitation, general or limited partners and members) of Holder (including upon the liquidation and dissolution of Holder pursuant to a plan of liquidation approved by Holder’s equity holders) or (C) as a bona fide gift to a charitable organization; or (iv) if Holder is a trust, to any grantors or beneficiaries of the trust; provided that any transferee of any Transfer of the type set forth in clauses (i) through (iv) must enter into a written agreement in form and substance reasonably satisfactory to Parent and the Company agreeing to be bound by this Agreement prior to the occurrence of such Transfer.

No Transfer of Shares. Prior to From the Termination Datedate hereof until the earlier of (x) February 18, each Holder hereby agrees that 2015 and (y) such Holder time as the Company Stockholder Approval has been obtained (the “Transfer Restriction Period”), Stockholder shall not sell or assign, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose ofnot, directly or indirectly, (a) sell, pledge, encumber, assign, transfer or establish otherwise dispose of any or increase all of its Stockholder Shares or any interest in its Stockholder Shares, (b) deposit its Stockholder Shares or any interest in its Stockholder Shares into a put equivalent position voting trust or liquidation enter into a voting agreement or arrangement with respect to any of its Stockholder Shares or decrease grant any proxy or power of attorney with respect thereto (other than as contemplated herein) or (c) enter into any Contract with respect to the direct or indirect acquisition or sale, pledge, encumbrance, assignment, transfer or other disposition (whether by actual disposition or effective economic disposition due to hedging, cash settlement or otherwise) of any of its Stockholder Shares (any such action in clause (a), (b) or (c) above, a call equivalent position within the meaning “transfer”), provided, however, that Stockholder may transfer free of Section 16 of the Securities Exchange Act of 1934, as amended any restriction or obligation hereunder (a “Permitted Transfer”) up to one million (1,000,000) Stockholder Shares (the “Exchange ActNon-Restricted Shares”). Notwithstanding anything to the contrary herein, the Non-Restricted Shares shall not be subject to any of the restrictions set forth in this Section 2.1, and any Non-Restricted Shares that are the rules and regulations subject of a Permitted Transfer shall, upon the SEC promulgated thereunder effectiveness of such Permitted Transfer, cease to be subject to this Voting Agreement. Notwithstanding anything to the contrary in this Section 2.1, this Section 2.1 shall not prohibit a transfer of Stockholder Shares by Stockholder (i) if Stockholder is an individual, (A) to any member of Stockholder’s immediate family or to a trust solely for the benefit of Stockholder or any member of Stockholder’s immediate family, (B) upon the death of Stockholder to Stockholder’s heirs or (C) to a charitable entity qualified as a 501(c)(3) organization under the Code or (ii) if Stockholder is not a natural person, to an Affiliate controlled by Stockholder or under common control with respect toStockholder, any Shares, or enter into any swap, short sale, hedge or other arrangement that which is designed to, or which would (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent)), lead to or result in a sale or disposition of any Shares (each of the foregoing, a “Transfer”)as applicable; provided, however, that the foregoing shall not apply to any Transfer (i) contemplated in Section 7.1(a) each case a transfer of Stockholder Shares, other than a transfer of the Company Disclosure LetterNon-Restricted Shares shall be permitted only if, (ii) if Holder is a natural person, (A) to any person related to Holder by blood or adoption who is an immediate family member of Holder, or by marriage or domestic partnership (a “Family Member”), or to a trust formed for the benefit of Holder or any of Holder’s Family Members, (B) to Holder’s estate, following the death of Holder, by will, intestacy or other operation of law, (C) and as a bona fide gift condition precedent to the effectiveness of such transfer, the transferee agrees in a charitable organizationwriting, (D) by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement or (E) to any partnership, corporation or limited liability company which is controlled by Holder and/or by any such Family Member(s); (iii) if Holder is a corporation, partnership or other business entity, (A) to another corporation, partnership or other business entity that is an affiliate (as defined under Rule 12b-2 of the Exchange Act) of Holder, including investment funds or other entities under common control or management with Holder, (B) as a distribution or dividend to equity holders (including, without limitation, general or limited partners and members) of Holder (including upon the liquidation and dissolution of Holder pursuant to a plan of liquidation approved by Holder’s equity holders) or (C) as a bona fide gift to a charitable organization; or (iv) if Holder is a trust, to any grantors or beneficiaries of the trust; provided that any transferee of any Transfer of the type set forth in clauses (i) through (iv) must enter into a written agreement satisfactory in form and substance reasonably satisfactory to Parent and the Company agreeing Parent, to be bound by all of the terms of this Voting Agreement prior to as though such transferee were the occurrence of such Transfer“Stockholder” hereunder.

No Transfer of Shares. Prior to Unless the Termination DateDate (as defined below) shall have occurred, each Holder hereby agrees that such Holder Stockholder shall not sell or assign, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose ofnot, directly or indirectly, (a) sell, pledge, encumber, assign, transfer or establish otherwise dispose of any or increase all of its Stockholder Shares or any interest in its Stockholder Shares, (b) deposit its Stockholder Shares or any interest in its Stockholder Shares into a put equivalent position voting trust or liquidation enter into a voting agreement or arrangement with respect to any of its Stockholder Shares or decrease a call equivalent position within the meaning grant any proxy or power of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC promulgated thereunder attorney with respect to, any Shares, thereto (other than as contemplated herein) or (c) enter into any swap, short Contract with respect to the direct or indirect acquisition or sale, hedge pledge, encumbrance, assignment, transfer or other arrangement that which is designed todisposition (whether by actual disposition or effective economic disposition due to hedging, cash settlement or which would (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver otherwise) of any conditions precedent)of its Stockholder Shares (any such action in clause (a), lead to (b) or result in a sale or disposition of any Shares (each of the foregoingc) above, a “Transfertransfer”). Notwithstanding anything to the contrary in the foregoing sentence, this Section 2.1 shall not prohibit a transfer of Stockholder Shares by Stockholder (i) if such Stockholder is an individual, (A) to any member of Stockholder’s immediate family or to a trust solely for the benefit of Stockholder or any member of Stockholder’s immediate family, (B) upon the death of Stockholder to Stockholder’s heirs or (C) to a charitable entity qualified as a 501(c)(3) organization under the Code or (ii) if Stockholder is not a natural person, to an Affiliate controlled by Stockholder or under common control with Stockholder, as applicable; provided, however, that the foregoing in each case a transfer shall not apply to any Transfer (i) contemplated in Section 7.1(a) of the Company Disclosure Letterbe permitted only if, (ii) if Holder is a natural person, (A) to any person related to Holder by blood or adoption who is an immediate family member of Holder, or by marriage or domestic partnership (a “Family Member”), or to a trust formed for the benefit of Holder or any of Holder’s Family Members, (B) to Holder’s estate, following the death of Holder, by will, intestacy or other operation of law, (C) and as a bona fide gift condition precedent to the effectiveness of such transfer, the transferee agrees in a charitable organizationwriting, (D) by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement or (E) to any partnership, corporation or limited liability company which is controlled by Holder and/or by any such Family Member(s); (iii) if Holder is a corporation, partnership or other business entity, (A) to another corporation, partnership or other business entity that is an affiliate (as defined under Rule 12b-2 of the Exchange Act) of Holder, including investment funds or other entities under common control or management with Holder, (B) as a distribution or dividend to equity holders (including, without limitation, general or limited partners and members) of Holder (including upon the liquidation and dissolution of Holder pursuant to a plan of liquidation approved by Holder’s equity holders) or (C) as a bona fide gift to a charitable organization; or (iv) if Holder is a trust, to any grantors or beneficiaries of the trust; provided that any transferee of any Transfer of the type set forth in clauses (i) through (iv) must enter into a written agreement reasonably satisfactory in form and substance reasonably satisfactory to Parent and the Company agreeing Parent, to be bound by all of the terms of this Agreement prior to as though such transferee were the occurrence of such Transfer“Stockholder” hereunder.

No Transfer of Shares. Prior to the Termination Date, each Holder hereby agrees that such Holder Stockholder shall not sell or assign, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose ofnot, directly or indirectly, (A) sell, pledge, encumber, assign, transfer or establish otherwise dispose of any or increase all of the Stockholder’s Shares or any interest in the Stockholder’s Shares, (B) deposit the Stockholder’s Shares or any interest in the Stockholder’s Shares into a put equivalent position voting trust or liquidation enter into a voting agreement or arrangement with respect to any of his, her or decrease a call equivalent position within the meaning its Shares or grant any proxy or power of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC promulgated thereunder attorney with respect to, any Shares, thereto or (C) enter into any swapcontract, short salecommitment, hedge option or other arrangement that which or undertaking with respect to the direct or indirect acquisition or sale, assignment, pledge, encumbrance, transfer or other disposition (whether by actual disposition or effective economic disposition due to hedging, cash settlement or otherwise) of any of the Stockholder’s Shares (any such action in clause (i), (ii) or (iii) above, a “transfer”). Notwithstanding anything to the contrary in the foregoing sentence, this Section 2.1 shall not prohibit a transfer of Stockholder’s Shares by the Stockholder (i) if the Stockholder is designed toan individual, (A) to any member of the Stockholder’s immediate family or to a trust for the benefit of the Stockholder or any member of the Stockholder’s immediate family, or which would (either alone B) upon the death of the Stockholder to such Stockholder’s heirs, or in connection with (ii) if the Stockholder is a partnership or limited liability company, to one or more events, developments partners or events (including the satisfaction or waiver of any conditions precedent)), lead to or result in a sale or disposition of any Shares (each members of the foregoingStockholder or to an Affiliate under common control with the Stockholder, a “Transfer”)as applicable; provided, however, that the foregoing in each case a transfer shall not apply to any Transfer (i) contemplated in Section 7.1(a) of the Company Disclosure Letter, (ii) be permitted only if Holder is a natural person, (A) to any person related to Holder by blood or adoption who is an immediate family member of Holder, or by marriage or domestic partnership (a “Family Member”), or to a trust formed for the benefit of Holder or any of Holder’s Family Members, (B) to Holder’s estate, following the death of Holder, by will, intestacy or other operation of law, (C) as a bona fide gift condition precedent to the effectiveness of such transfer, the transferee agrees in a charitable organizationwriting, (D) by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement or (E) to any partnership, corporation or limited liability company which is controlled by Holder and/or by any such Family Member(s); (iii) if Holder is a corporation, partnership or other business entity, (A) to another corporation, partnership or other business entity that is an affiliate (as defined under Rule 12b-2 of the Exchange Act) of Holder, including investment funds or other entities under common control or management with Holder, (B) as a distribution or dividend to equity holders (including, without limitation, general or limited partners and members) of Holder (including upon the liquidation and dissolution of Holder pursuant to a plan of liquidation approved by Holder’s equity holders) or (C) as a bona fide gift to a charitable organization; or (iv) if Holder is a trust, to any grantors or beneficiaries of the trust; provided that any transferee of any Transfer of the type set forth in clauses (i) through (iv) must enter into a written agreement satisfactory in form and substance reasonably satisfactory to Parent and the Company agreeing Purchaser, to be bound by all of the terms of this Voting Agreement. For the avoidance of doubt, subject to any changes after the date hereof not contemplated by the Merger Agreement prior that would affect the status of Stockholder as a non-affiliate of Purchaser within the meaning of Rule 144 under the Securities Act, Purchaser agrees that it will not instruct the transfer agent to place any securities Laws transfer restriction legend on the occurrence shares of such Transfercommon stock of Purchaser held by Stockholder and will not advise its transfer agent that there are any restrictions on the transfer of shares of common stock of Purchaser by Stockholder under the securities Laws.

No Transfer of Shares. Prior (a) A Shareholder may Transfer any Shares or Securities held by him, her or it provided that (i) the transferee of such Shares (and, in the case of a transferee that is not a natural person, its Principal in addition to the Termination Datetransferee) has become a party to this Agreement, (ii) the Transfer is not a Material Adverse Transfer; and (iii) the Transfer complies with the provisions of this Article 3. (b) For greater certainty, each Holder hereby agrees Shareholder shall be deemed to have consented to every Transfer of Shares or Securities or Transfer of shares of a Controlled Shareholder that is made in accordance with the provisions of this Article 3. (c) Without having to comply with the provisions of Sections 3.6 or 3.7, a Shareholder or a Principal (in this Article called the "Transferor") may at any time or from time to time Transfer all or any part of its Shares or Securities, or all of the shares of his or her Controlled Shareholder, to an Eligible Transferee of the Transferor provided that, at or prior to the time of such Holder Transfer: (i) the Eligible Transferee enters into an Assumption Agreement as if the Eligible Transferee had entered into this Agreement in the place and stead of the Transferor and to remain an Eligible Transferee of the Transferor for as long as the Eligible Transferee (or, in the case of a Controlled Shareholder, that Controlled Shareholder) shall have any registered or beneficial interest in any Shares or Securities; (ii) the Eligible Transferee delivers to the other Parties evidence satisfactory to them, acting reasonably, that the Eligible Transferee is an Eligible Transferee of the Transferor and that the agreement referred to in Section 3.1(c)(i) is a legal, valid and binding obligation of the Eligible Transferee; and (iii) such Transfer does not sell result in a Material Adverse Transfer. The Transferor shall at all times after the Transfer of any Shares or assignSecurities or the Transfer of the shares of a Controlled Shareholder to the Eligible Transferee be jointly and severally liable with the Eligible Transferee for the observance and performance of the covenants and obligations of the Eligible Transferee under this Agreement, offer shall cause the Eligible Transferee to sellremain an Eligible Transferee of the Transferor for as long as such Eligible Transferee (or, contract in the case of a Transfer of the shares of a Controlled Shareholder, that Controlled Shareholder) shall have any registered or agree beneficial interest in any Shares and shall indemnify the other Parties against any loss, damage or expense incurred as a result of the failure by the Eligible Transferee to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose comply with the provisions of or agree to dispose ofthis Agreement. (d) No Shareholder shall, directly or indirectly, pledge or establish otherwise grant or increase allow a put equivalent position or liquidation with Lien to exist in respect to or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC promulgated thereunder with respect to, any Shares, or enter into any swap, short sale, hedge or other arrangement that which is designed to, or which would (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent)), lead to or result in a sale or disposition of any Shares (each of the foregoingor Securities held by that Shareholder, a “Transfer”); provided, however, that the foregoing provided this provision shall not apply to any Transfer (i) contemplated in Section 7.1(a) of the Company Disclosure Letter, (ii) if Holder is a natural person, (A) to any person related to Holder by blood be read as prohibiting Shareholders from entering into voting or adoption who is an immediate family member of Holder, or by marriage or domestic partnership (a “Family Member”), or to a trust formed for the benefit of Holder or any of Holder’s Family Members, (B) to Holder’s estate, following the death of Holder, by will, intestacy or other operation of law, (C) as a bona fide gift to a charitable organization, (D) by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement or (E) to any partnership, corporation or limited liability company which is controlled by Holder and/or by any such Family Member(s); (iii) if Holder is a corporation, partnership or other business entity, (A) to another corporation, partnership or other business entity that is an affiliate (as defined under Rule 12b-2 of the Exchange Act) of Holder, including investment funds or other entities under common control or management with Holder, (B) as a distribution or dividend to equity holders (including, without limitation, general or limited partners and members) of Holder (including upon the liquidation and dissolution of Holder pursuant to a plan of liquidation approved by Holder’s equity holders) or (C) as a bona fide gift to a charitable organization; or (iv) if Holder is a trust, to any grantors or beneficiaries of the trust; provided that any transferee of any Transfer of the type set forth in clauses (i) through (iv) must enter into a written agreement in form and substance reasonably satisfactory to Parent and the Company agreeing to be bound by this Agreement prior to the occurrence of such Transferpooling arrangements.

No Transfer of Shares. Prior to the Termination Date, each Holder hereby agrees that such Holder The Stockholder shall not sell or assign, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose ofnot, directly or indirectly, (a) sell, pledge, encumber, assign, transfer or establish otherwise dispose of any or increase all of the Stockholder’s Shares or any interest in the Stockholder’s Shares, (b) deposit the Stockholder’s Shares or any interest in the Stockholder’s Shares into a put equivalent position voting trust or liquidation enter into a voting agreement or arrangement with respect to any of his, her or decrease a call equivalent position within the meaning its Shares or grant any proxy or power of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC promulgated thereunder attorney with respect to, any Shares, thereto (other than as contemplated herein) or (c) enter into any swapcontract, short salecommitment, hedge option or other arrangement that which is designed toor undertaking with respect to the direct or indirect acquisition or sale, assignment, pledge, encumbrance, transfer or which would other disposition (either alone whether by actual disposition or in connection with one effective economic disposition due to hedging, cash settlement or more events, developments or events (including the satisfaction or waiver otherwise) of any conditions precedent)of the Stockholder’s Shares (any such action in clause (a), lead to (b) or result in a sale or disposition of any Shares (each of the foregoingc) above, a “Transfertransfer”); provided, however, that the Stockholder shall be permitted to dispose of a portion of the Stockholder’s Shares, so long as such disposition would not result in the Stockholder Beneficially Owning less than 8% of the issued and outstanding Company Common Stock publicly reported by the Company, in its quarterly report on Form 10-Q, as outstanding as of February 13, 2013. Notwithstanding anything to the contrary in the foregoing sentence, this Section 2.1 shall not apply to any Transfer (i) contemplated in Section 7.1(a) prohibit a transfer of the Company Disclosure Letter, (ii) if Holder is a natural person, Stockholder’s Shares by the Stockholder (A) to any person related the extent required to Holder by blood or adoption who is an immediate family member of Holder, or by marriage or domestic partnership (a “Family Member”), or to a trust formed for the benefit of Holder or any of Holder’s Family Members, comply with investment management client instructions; (B) to Holder’s estate, following the death substantially pro rata in connection with withdrawals of Holder, by will, intestacy or other operation of law, investment management client assets under management; (C) as a bona fide gift pursuant to a charitable organization, stock loan made by or on behalf of the Stockholder’s investment management clients in the ordinary course of business; or (D) by operation of law pursuant to a qualified domestic order one or in connection with a divorce settlement more partners or (E) to any partnership, corporation or limited liability company which is controlled by Holder and/or by any such Family Member(s); (iii) if Holder is a corporation, partnership or other business entity, (A) to another corporation, partnership or other business entity that is an affiliate (as defined under Rule 12b-2 members of the Exchange Act) of Holder, including investment funds Stockholder or other entities to an Affiliate under common control or management with Holderthe Stockholder, as applicable; provided, however, that in the case of a transfer pursuant to this clause (BD) only if as a distribution or dividend condition precedent to equity holders (includingthe effectiveness of such transfer, without limitation, general or limited partners and members) of Holder (including upon the liquidation and dissolution of Holder pursuant to transferee agrees in a plan of liquidation approved by Holder’s equity holders) or (C) as a bona fide gift to a charitable organization; or (iv) if Holder is a trust, to any grantors or beneficiaries of the trust; provided that any transferee of any Transfer of the type set forth in clauses (i) through (iv) must enter into a written agreement in form and substance reasonably satisfactory to Parent and the Company agreeing writing to be bound by all of the terms of this Voting Agreement prior to as though such transferee were the occurrence of such Transfer“Stockholder” hereunder.

No Transfer of Shares. Prior Until the earliest to occur of (a) the Termination DateEffective Time, (b) such date and time as the Merger Agreement shall be validly terminated pursuant to Article 11 thereof, (c) the mutual written consent of the parties hereto and (d) an Adverse Recommendation Change (the “Expiration Time”), each Holder hereby agrees that such Holder shall Stockholder and Exxxxxx agree not sell or assign, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose ofto, directly or indirectly, sell, dispose, assign, transfer, charge, donate, grant any lien in (other than Liens (x) arising under or establish imposed by Applicable Law or increase pursuant to this Agreement, the Merger Agreement (or the transaction contemplated by the Merger Agreement) or any Permitted Transfer or (y) that are not material to the Stockholder’s performance of its respective obligations under this Agreement or the other Transaction Documents ((x) and (y), together, the “Permitted Encumbrances”)), exchange, pledge, encumber, hypothecate, or otherwise transfer or attempt to transfer all or any portion of the Shares or any participation, right or interest therein (whether by merger, consolidation or otherwise by operation of law), in each case whether directly or indirectly (including through the transfer of any Shares in any direct or indirect holding company holding Shares or through the issuance and redemption by any such holding company of its Shares, and through deposit into a put equivalent position voting trust or liquidation entry into a voting agreement or arrangement with respect to any such Shares or decrease a call equivalent position within the meaning grant of Section 16 any proxy or power of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC promulgated thereunder attorney with respect to, any Sharesthereto that is inconsistent with this Agreement), or enter into any swapoffer, short saleagreement, hedge contract or other arrangement that which commitment to do any of the foregoing, and regardless of whether any of the foregoing is designed toeffected, with or which would without consideration, voluntarily or involuntarily, and by operation of law or otherwise (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent)), lead to or result in a sale or disposition of any Shares (each of the foregoing, a “Transfer”); provided, howeveror cause or permit the Transfer of any Shares, that the foregoing shall not apply to any Transfer other than (i) contemplated in Section 7.1(a) with the prior written consent of the Company Disclosure Letter, Uniti or (ii) if Holder is Transfers between the Stockholders or their or Exxxxxx’x controlled Affiliates (so long as, for the avoidance of doubt, such Transfers do not reduce the aggregate beneficial ownership of the Stockholders, including any transferee who becomes a natural personStockholder pursuant to Section 4.04), provided, that in each case, the transferee shall, and such Stockholder (Aor Exxxxxx) shall cause such transferee (other than in the case of a customary securities lending arrangement as contemplated below) to, at the time of and as a condition to such Transfer, execute and deliver to Uniti a counterpart to this Agreement in the form attached hereto as Exhibit A providing that such transferee shall agree to be bound as a Stockholder under this Agreement (provided that the transferor shall continue to be liable for any person related failure of the transferee to Holder by blood or adoption who is an immediate family member comply with any provision of Holderthis Agreement) (each such exception, or by marriage or domestic partnership (a “Family MemberPermitted Transfer”). The foregoing restrictions on Transfers of Shares shall not prohibit any such Transfers by any Stockholder pursuant to, and in accordance with the express terms of, the Merger Agreement. Any Transfer or attempted Transfer of any Shares in violation of this Section 4.03 shall be null and void and of no effect whatsoever. For the avoidance of doubt, the fact that a Stockholder’s Shares may be loaned by such Stockholder as part of customary securities lending arrangements shall constitute a Permitted Transfer and actions taken in connection therewith shall constitute a Permitted Encumbrance, so long as such Stockholder is entitled to a trust formed (and does) vote any such loaned Shares at any stockholder meeting of Uniti held prior to the Expiration Date (including by recalling such loaned Shares prior to the record date for the benefit of Holder or any of Holder’s Family Members, (B) to Holder’s estatesuch meeting as necessary, following which record date the death Stockholder may again loan any or all of Holder, by will, intestacy or other operation such Stockholder’s Shares as part of law, (Ccustomary securities lending arrangements) as a bona fide gift to a charitable organization, (D) by operation of law pursuant to a qualified domestic order or in connection accordance with a divorce settlement or (E) to any partnership, corporation or limited liability company which is controlled by Holder and/or by this Agreement; provided that the Shares are released from any such Family Member(s); (iii) if Holder is lending arrangements prior to or as of Closing and are held by a corporation, partnership Stockholder or other business entity, (A) Exxxxxx or a permitted transferee thereof referred to another corporation, partnership or other business entity that is an affiliate (as defined under in the immediately preceding sentence. Uniti hereby agrees to use reasonable best efforts to provide Exxxxxx with advance notice of the record date for any stockholder meeting of Uniti held before the Expiration Date. Uniti shall notify Exxxxxx upon each commencement of a “broker search” in accordance with Rule 12b-2 14a-13 of the Exchange Act) , and any updates thereto. For the avoidance of Holderdoubt, including investment funds or other entities under common “Shares” shall exclude any cash-settled swap instruments that do not confer a right to control or management with Holder, (B) as a distribution or dividend to equity holders (including, without limitation, general or limited partners and members) of Holder (including upon direct the liquidation and dissolution of Holder pursuant to a plan of liquidation approved by Holder’s equity holders) or (C) as a bona fide gift to a charitable organization; or (iv) if Holder is a trust, to any grantors or beneficiaries voting of the trust; provided that any transferee underlying shares of any Transfer of the type set forth in clauses (i) through (iv) must enter into a written agreement in form and substance reasonably satisfactory to Parent and the Company agreeing to be bound by this Agreement prior to the occurrence of such TransferUniti Common Stock.