Common use of Other Transfer Restrictions Clause in Contracts

Other Transfer Restrictions. (a) Any Permitted Transferee of any party hereto shall be subject to the terms and conditions of this Agreement as if such Permitted Transferee were such party hereto. Prior to the initial acquisition of beneficial ownership of Voting Securities by a Permitted Transferee, and as a condition thereto, each party hereto (other than Parent) agrees (i) to cause its Permitted Transferee to agree in writing with Parent to be bound by the terms and conditions of this Agreement and (ii) that such party hereto shall remain directly liable for its own performance and the performance of its Permitted Transferee of all obligations of it and such Permitted Transferee under this Agreement. Each party hereto agrees not to cause or permit any of its Permitted Transferees (other than any Permitted Transferee that is a natural person, that is described in clause (i)(D) or (ii)(D) of the definition of "Permitted Transferee" or that is a trust described in clause (i)(E) or (ii)(E) of the definition of "Permitted Transferee") to cease to be an Affiliate of such party (other than as a result of a liquidation, dissolution or other termination of such party or such Permitted Transferee) so long as such Permitted Transferee beneficially owns any Voting Securities, and if such Permitted Transferee shall cease to be an Affiliate of such party, such Permitted Transferee shall automatically upon the occurrence of such event cease to be a Permitted Transferee for any purpose under this Agreement; provided that this sentence shall not apply to any Permitted Transferee of any party that is a Permitted Transferee of such party described in clause (i)(C) or (ii)(C) of the definition of "Permitted Transferee." W agrees not to Transfer any Voting Securities or Voting Security Equivalents to any Affiliate other than a Permitted Transferee. Notwithstanding the foregoing provisions of this Section 2.3, but subject to Section 2.3(b), any Permitted Transferee of Voting Securities or Voting Security Equivalents shall not be subject to the provisions of this Agreement to the extent that the Transfer to such Permitted Transferee is in connection with (x) a W Distribution In Kind unless W elects to cause such Permitted Transferee to become bound by the provisions of this Agreement or (y) an Other Holder Distribution In Kind unless such Other Holder elects to cause such Permitted Transferee to become bound by the provisions of this Agreement; provided that, in each case, such Transfer is otherwise in compliance with this Agreement. (b) No transferee of Voting Securities or Voting Security Equivalents (other than a Permitted Transferee of any party that is a Permitted Transferee described in clause (i)(C) or (ii)(C) of the definition of "Permitted Transferee") shall have any rights or obligations under this Agreement, except that if W has actual knowledge that such transferee (together with its Affiliates and with any Group of which it forms a part) would beneficially own, immediately after such Transfer, Voting Securities representing (i) 20% or more of the outstanding Voting Power and (ii) more of the outstanding Voting Power than the Voting Power that is represented by Voting Securities beneficially owned by any other Person (or Group of Persons) (any such person, a "Section 2.3 Transferee"), then such Section

Other Transfer Restrictions. (a) Any Permitted Transferee of any party hereto shall be subject to the terms and conditions of this Agreement as if such Permitted Transferee were such party hereto. Prior to the initial acquisition of beneficial ownership of Voting Securities by a Permitted Transferee, and as a condition thereto, each party hereto (other than Parent) agrees (i) to cause its Permitted Transferee to agree in writing with Parent to be bound by the terms and conditions of this Agreement and (ii) that such party hereto shall remain directly liable for its own performance and the performance of its Permitted Transferee of all obligations of it and such Permitted Transferee under this Agreement. Each party hereto agrees not to cause or permit any of its Permitted Transferees (other than any Permitted Transferee that is a natural person, that is described in clause (i)(D) or (ii)(D) of the definition of "“Permitted Transferee" ” with respect to any party or that is a trust described in clause (i)(E) or (ii)(E) of the definition of "“Permitted Transferee"” with respect to any party) to cease to be an Affiliate of such party (other than as a result of a liquidation, dissolution or other termination of such party or such Permitted Transferee) so long as such Permitted Transferee beneficially owns any Voting Securities, and if such Permitted Transferee shall cease to be an Affiliate of such party, such Permitted Transferee shall automatically upon the occurrence of such event cease to be a Permitted Transferee for any purpose under this Agreement; provided that this sentence shall not apply to any Permitted Transferee of any party that is a Permitted Transferee of such party described in clause (i)(C) or (ii)(C) of the definition of "“Permitted Transferee." ” with respect to any party. Each of W (during the Transfer Restriction Period) and TCP (during the TCP Transfer Restriction Period) agrees not to Transfer any Voting Securities or Voting Security Equivalents to any Affiliate other than a Permitted Transferee. Notwithstanding the foregoing provisions of this Section 2.3, but subject to Section 2.3(b), any Permitted Transferee of Voting Securities or Voting Security Equivalents shall not be subject to the provisions of this Agreement to the extent that the Transfer to such Permitted Transferee is in connection with (x) a W Distribution In Kind unless W elects to cause such Permitted Transferee to become bound by the provisions of this Agreement, (y) a TCP Distribution in Kind unless TCP elects to cause such Permitted Transferee to become bound by the provisions of this Agreement or (yz) an Other Holder Distribution In Kind unless such the Other Holder elects to cause such Permitted Transferee to become bound by the provisions of this Agreement; provided that, in each case, such Transfer is otherwise in compliance with this Agreement. (b) No transferee of Voting Securities or Voting Security Equivalents (other than a Permitted Transferee of any party that is a Permitted Transferee described in clause (i)(C) or (ii)(C) of the definition of "“Permitted Transferee"” with respect to such party) shall have any rights or obligations under this Agreement, except that if W or TCP has actual knowledge that such transferee (together with its Affiliates and with any Group of which it forms a part) would beneficially own, immediately after such Transfer, Voting Securities representing (i) 20% or more of the outstanding Voting Power and (ii) more of the outstanding Voting Power than the Voting Power that is represented by Voting Securities beneficially owned by any other Person (or Group of Persons) (any such person, a "“Section 2.3 Transferee"”), then such SectionSection 2.3 Transferee shall be required, as a condition to the effectiveness of such Transfer, to agree to be bound by Section 2.4 and Articles III, IV and V to the same extent as W or TCP, as the case may be. To the extent a Section 2.3 Transferee is not an “ultimate parent entity” (as determined in accordance with the HSR Act and the regulations promulgated thereunder), the ultimate parent entity or entities of such Section 2.3 Transferee shall agree in writing to be directly liable for the performance by such Section 2.3 Transferee hereunder to the same extent that a party hereto would be liable for its Permitted Transferees hereunder.

Other Transfer Restrictions. (a) Any Permitted Transferee Notwithstanding any other provisions of this Agree- ment, no Transfer of a Member's LLC Interests may be made unless, in the opinion of counsel to the Company, satisfactory in form and substance to the Executive Committee (which opinion may be waived, in whole or in part, at the discretion of the Executive Committee): (i) such Transfer would not violate the Securities Act of 1933, as amended, or any party hereto state securities or "blue sky" laws applicable to the Company or the LLC Interests to be Transferred; (ii) such Transfer would not cause the Company to lose its status as a partnership for federal income tax purposes; and (iii) such Transfer shall be not impose liability or reporting obligations on the Company or any Member thereof in any jurisdiction, whether domestic or foreign, or result in the Company becoming subject to the terms and conditions jurisdiction of this Agreement as if such Permitted Transferee were such party hereto. Prior to the initial acquisition of beneficial ownership of Voting Securities by a Permitted Transferee, and as a condition thereto, each party hereto (any court or governmental entity anywhere other than Parent) agrees (i) to cause its Permitted Transferee to agree in writing with Parent to be bound by the terms and conditions of this Agreement and (ii) that such party hereto shall remain directly liable for its own performance and the performance of its Permitted Transferee of all obligations of it and such Permitted Transferee under this Agreement. Each party hereto agrees not to cause or permit any of its Permitted Transferees (other than any Permitted Transferee that is a natural person, that is described in clause (i)(D) or (ii)(D) of the definition of "Permitted Transferee" or that is a trust described in clause (i)(E) or (ii)(E) of the definition of "Permitted Transferee") to cease to be an Affiliate of such party (other than as a result of a liquidation, dissolution or other termination of such party or such Permitted Transferee) so long as such Permitted Transferee beneficially owns any Voting Securities, and if such Permitted Transferee shall cease to be an Affiliate of such party, such Permitted Transferee shall automatically upon the occurrence of such event cease to be a Permitted Transferee for any purpose under this Agreement; provided that this sentence shall not apply to any Permitted Transferee of any party that is a Permitted Transferee of such party described in clause (i)(C) or (ii)(C) of the definition of "Permitted Transferee." W agrees not to Transfer any Voting Securities or Voting Security Equivalents to any Affiliate other than a Permitted Transferee. Notwithstanding the foregoing provisions of this Section 2.3, but subject to Section 2.3(b), any Permitted Transferee of Voting Securities or Voting Security Equivalents shall not be subject to the provisions of this Agreement to the extent that the Transfer to such Permitted Transferee is in connection with (x) a W Distribution In Kind unless W elects to cause such Permitted Transferee to become bound by the provisions of this Agreement or (y) an Other Holder Distribution In Kind unless such Other Holder elects to cause such Permitted Transferee to become bound by the provisions of this Agreement; provided that, in each case, such Transfer is otherwise in compliance with this AgreementDelaware. (b) No transferee of Voting Securities or Voting Security Equivalents (other than a Permitted Transferee of any party Any Person that is a Permitted Transferee described in clause (i)(C) or (ii)(C) of the definition of "Permitted Transferee") acquires an LLC Interest pursuant to this Article VII shall have any rights or obligations under this Agreement, except that if W has actual knowledge that such transferee (together with its Affiliates and with any Group of which it forms a part) would beneficially own, immediately after such Transfer, Voting Securities representing assume (i) 20% or more the pro rata portion of Capital Account of the outstanding Voting Power transferring Member that related to the portion of the LLC Interests being transferred to such Person and (ii) more all obligations of the outstanding Voting Power transferring Member arising under Section 2.2. To the extent permitted by law, a transferring Member shall have no liability for amounts required to be paid with respect to such Member's LLC Interests after the transferee of such LLC Interests, as the case may be, is admitted as a substituted Member. (c) If any Transfer of a Member's LLC Interests in the Company shall occur at any time other than the Voting Power end of the Company's fiscal year, the distributive income, gain, loss and expense as computed for tax purposes and the related cash distributions shall be allocated between the transferor and the transferee on such proper basis as the transferor and transferee shall agree to consistent with applicable requirements under section 706 of the Code; provided that is represented no such allocation shall be effective unless (i) the transferor and transferee shall have given the Company written notice, prior to the date of such transferee becoming a Member hereunder, stating their agreement that such allocation shall be made on such proper basis, (ii) the Executive Committee, in its discretion, shall have consented to such allocation and (iii) the transferor and transferee shall have agreed to reimburse the Company for any incremental accounting fees and other expenses incurred by Voting Securities beneficially owned by any other Person (or Group of Persons) (any the Company in making such person, a "Section 2.3 Transferee"), then such Sectionallocation.