Common use of Permissible Transfers Clause in Contracts

Permissible Transfers. The following Transfers (each a “Permissible Transfer”) shall not be subject to the provisions of Section 3.1, 3.1.2, 4.1 or 4.2. (a) Prior to the exercise of the “drag along right” contained in Section 4.3, any Significant Investor may Transfer any or all of such Significant Investor’s Shares to any of such Significant Investor’s Equity Holders; provided, that such Transfer is consummated as a distribution-in-kind to each of such Significant Investor’s Equity Holders on a pro rata basis. Subject to Section 3.2, any such Equity Holder shall not be entitled to any rights under, nor be bound by the terms of, this Agreement. Any Shares so Transferred shall conclusively be deemed thereafter not to be Shares under this Agreement. (b) Subject to Section 3.2, any Investor may Transfer any or all of such Investor’s Shares to any of such Investor’s Permitted Transferees, so long as such Permitted Transferee agrees to be bound by the terms of this Agreement in accordance with Section 3.2 (if not already bound hereby). Any Shares so Transferred shall conclusively be deemed thereafter to be Shares under this Agreement. In the event that a Permitted Transferee holding any Shares ceases to qualify, or expects to cease to qualify, as a Permitted Transferee in relation to the initial transferring Investor from whom or which such Permitted Transferee or any previous Permitted Transferee of such initial transferring Investor received such Shares (an “Unwinding Event”), prior to such Unwinding Event, such initial transferring Investor shall take all actions necessary to effect a Transfer of all the Shares held by the relevant Permitted Transferee either back to such Investor or, pursuant to this Section 3.1.1, to another Person that qualifies as a Permitted Transferee of such initial transferring Investor. (c) Transfers by a Participating Seller pursuant to Section 4.2 or 4.3, as applicable. (d) Transfers pursuant to a tender offer subject to Section 14(d)(1) of the Exchange Act (other than a tender offer made by an Investor). (e) Transfers pursuant to Rule 144 or an effective registration statement under the Securities Act.

Permissible Transfers. The following Transfers (each a “Permissible a) Each Shareholder may Transfer”) , upon receipt of the prior written consent of the other Shareholders, which consent shall not be subject to the provisions unreasonably withheld, all (but not less than all) of Section 3.1, 3.1.2, 4.1 or 4.2. (a) Prior to the exercise of the “drag along right” contained in Section 4.3, any Significant Investor may Transfer any or all of such Significant Investor’s its Shares to any of its Affiliates that such Significant Investor’s Equity HoldersShareholder Controls; provided, however, (i) such Shareholder shall pay all costs, taxes and fees associated with such transfer, (ii) any Affiliate to whom Shares are transferred, prior to such transfer, shall deliver an certificate to the Company and the other Shareholders stating that such Transfer is consummated as a distribution-in-kind to each of such Significant Investor’s Equity Holders on a pro rata basis. Subject to Section 3.2, any such Equity Holder shall not be entitled to any rights under, nor be bound by the terms of, this Agreement. Any Shares so Transferred shall conclusively be deemed thereafter not to be Shares under this Agreement. (b) Subject to Section 3.2, any Investor may Transfer any or all of such Investor’s Shares to any of such Investor’s Permitted Transferees, so long as such Permitted Transferee it agrees to be bound by the terms and conditions of this Agreement in accordance with Section 3.2 (if not already bound hereby). Any Shares so Transferred 10.09 and the transferring Shareholder shall conclusively be deemed thereafter and remain jointly and severally liable with its transferee Affiliates with respect to be Shares under such Affiliates’ performance of this Agreement. In the event that a Permitted Transferee holding any Shares ceases , (iii) all necessary third party consents and regulatory approvals with respect to qualify, or expects to cease to qualify, as a Permitted Transferee in relation to the initial transferring Investor from whom or which such Permitted Transferee or any previous Permitted Transferee of such initial transferring Investor received such Shares proposed transfer shall have been obtained and (an “Unwinding Event”), iv) prior to such Unwinding Eventtime as such Shareholder no longer Controls such Affiliate, such initial transferring Investor shall take all actions necessary to effect a Transfer of all Shareholder will reacquire the Shares held by from such Affiliate. (b) Notwithstanding the relevant Permitted Transferee either back restrictions on Transfer set forth in this Article 7, for so long as Toshiba UK’s Ownership Percentage exceeds fifty-one percent (51%), Toshiba shall be entitled to freely transfer its Shares to one or more additional investors; provided, however, that (i) such Investor orTransfer shall be subject to the restrictions of this Agreement if, immediately following such Transfer, Toshiba’s Ownership Percentage would be less than fifty-one percent (51%) and (ii) all such Transfers shall comply with the provision of Sections 7.01(c) and 7.01(d). For so long as Sxxx Sub’s Ownership Percentage exceeds fifteen percent (15%), Toshiba UK shall not transfer any Shares pursuant to this Section 3.1.17.02(b) to a Person whose scope of business is substantially similar to that of Sxxx, without Sxxx Sub’s prior written consent; provided that Toshiba UK shall not transfer any Shares pursuant to another this Section 7.02(b) to such a Person that qualifies as a Permitted Transferee without Sxxx Sub’s prior written consent if Sxxx Sub’s Ownership Percentage falls below fifteen percent (15%) solely due to dilution caused by equity offerings of such initial transferring Investorthe Company. (c) Transfers by a Participating Seller Notwithstanding the restrictions on Transfer set forth in this Article 7, Sxxx Sub and IHI shall be entitled to freely transfer their Shares pursuant to Section 4.2 or 4.3, as applicablethe Put Option Agreements. (d) Transfers pursuant to a tender offer subject to Section 14(d)(1) of the Exchange Act (other than a tender offer made by an Investor). (e) Transfers pursuant to Rule 144 or an effective registration statement under the Securities Act.

Permissible Transfers. 2.1 The following Transfers transfers are permitted without complying with the terms and conditions of ARTICLE III: 2.1.1 A Shareholder may transfer all or part of his or her Shares of the Company without consideration during his life to his or her spouse (each whether incident to a “Permissible Transfer”) shall dissolution of marriage or not), children or other descendants, if the Shareholder provides evidence of a written, irrevocable voting trust or voting agreement evidencing Shareholder's retention of voting rights over the transferred shares. If the recipient of Shares transferred pursuant to this Section 2.1.1 does not be subject agree in writing prior to the provisions of Section 3.1, 3.1.2, 4.1 or 4.2. (a) Prior to the exercise of the “drag along right” contained in Section 4.3, any Significant Investor may Transfer any or all of such Significant Investor’s Shares to any of such Significant Investor’s Equity Holders; provided, that such Transfer is consummated as a distribution-in-kind to each of such Significant Investor’s Equity Holders on a pro rata basis. Subject to Section 3.2, any such Equity Holder shall not be entitled to any rights under, nor be bound by the terms of, this Agreement. Any Shares so Transferred shall conclusively be deemed thereafter not to be Shares under this Agreement. (b) Subject to Section 3.2, any Investor may Transfer any or all of such Investor’s Shares to any of such Investor’s Permitted Transferees, so long as such Permitted Transferee agrees transfer to be bound by the terms and conditions of this Agreement Agreement, then the transfer under this Section 2.1.1 shall be void. (a) A Shareholder may transfer all or part of his or her shares of the Company to a trust for the benefit of his or her spouse, children, or other descendants, or to a trust for the benefit of the Shareholder if the Shareholder retains all voting control over the transferred shares. If the trustee of the trust does not agree in accordance with Section 3.2 (if not already bound hereby). Any Shares so Transferred shall conclusively be deemed thereafter writing prior to the transfer to be Shares under bound by the terms and conditions of this Agreement. In , then the event that a Permitted Transferee holding any Shares ceases to qualify, or expects to cease to qualify, as a Permitted Transferee in relation to the initial transferring Investor from whom or which such Permitted Transferee or any previous Permitted Transferee of such initial transferring Investor received such Shares (an “Unwinding Event”), prior to such Unwinding Event, such initial transferring Investor shall take all actions necessary to effect a Transfer of all the Shares held by the relevant Permitted Transferee either back to such Investor or, transfer pursuant to this Section 3.1.1, 2.1.2 shall be immediately subject to another Person that qualifies as a Permitted Transferee the terms and conditions of ARTICLE III to this Agreement. A trustee may transfer Shares of the Company without consideration to the beneficiaries of such initial transferring Investortrust; provided, however, that if a beneficiary who is to receive Shares of the Company pursuant to this Section 2.1.2 does not agree in writing prior to the transfer to be bound by the terms and conditions of this Agreement, then the transfer to that beneficiary under this Section 2.1.2 shall be void. (cb) Transfers by A Shareholder, other than a Participating Seller pursuant to Section 4.2 or 4.3member of the Management Group, as applicable. (d) Transfers may transfer Shares pursuant to a tender offer Will or pursuant to the applicable laws of descent and distribution; provided that any such transferee shall thereafter be a Shareholder subject to Section 14(d)(1) of the Exchange Act (other than a tender offer made by an Investor)this Agreement. (e) Transfers pursuant to Rule 144 or an effective registration statement under the Securities Act.

Permissible Transfers. The following Transfers (each a “Permissible Transfer”) shall not be subject Notwithstanding any provision to the provisions of Section 3.1, 3.1.2, 4.1 or 4.2contrary contained in this Agreement: 5. 4.1. Any Subscriber (awhich term includes Permissible Transferees) Prior to may transfer Restricted Shares to: (i) a spouse or any lineal ancestor or descendant; (ii) the exercise trustee or trustees of a trust or trusts at any time established for the primary benefit of any one or more of the “drag along right” contained in Section 4.3Subscribers, any Significant Investor limited or general partner of any of the Subscribers or the spouse or any lineal ancestor or descendant of such Subscriber or any limited or general partner of such Subscriber, provided that each and every trustee who may Transfer vote any Restricted Shares shall be such Subscriber or a person referred to in this Section 5.4.1 or a bank or trust company in its capacity as a trustee permitted hereunder; (iii) a partnership or partnerships, all of such Significant Investor’s Shares the general and limited partners of which are Subscribers, limited or general partners of the Subscribers and/or one or more of the persons referred to in this Section 5.4.1 (other than a bank or trust company in its capacity as a trustee permitted hereunder); or (iv) any of such Significant Investor’s Equity Holdersother Subscriber; provided, that such Transfer is consummated as a distribution-in-kind to each of such Significant Investor’s Equity Holders on a pro rata basis. Subject to Section 3.2, (x) any such Equity Holder trust or partnership shall not be entitled to any rights under, nor be bound by have no terms inconsistent with the terms of, this Agreement. Any Shares so Transferred shall conclusively be deemed thereafter not to be Shares obligations of a Subscriber under this Agreement. , and (by) Subject as a condition of transfer, the Permissible Transferee executes and delivers to Section 3.2, any Investor may Transfer any or all of Holding an agreement in form and substance reasonably satisfactory to Holding pursuant to which such Investor’s Shares to any of such Investor’s Permitted Transferees, so long as such Permitted Permissible Transferee agrees to be bound by all of the terms of this Agreement in accordance with Section 3.2 (if not already bound hereby)provisions hereof. Any person receiving any Restricted Shares so Transferred shall conclusively be deemed thereafter to be Shares under this Agreement. In the event that in a Permitted Transferee holding any Shares ceases to qualify, or expects to cease to qualify, as a Permitted Transferee in relation to the initial transferring Investor from whom or which such Permitted Transferee or any previous Permitted Transferee of such initial transferring Investor received such Shares (an “Unwinding Event”), prior to such Unwinding Event, such initial transferring Investor shall take all actions necessary to effect a Transfer of all the Shares held by the relevant Permitted Transferee either back to such Investor or, transaction pursuant to this Section 3.1.1, 5.4.1 is herein referred to another Person that qualifies as a Permitted "Permissible Transferee" with respect to such transaction. If any Restricted Shares are transferred to a Permissible Transferee, such Permissible Transferee shall take and hold such Restricted Shares, and such Restricted Shares shall be, subject to this Agreement and to the rights, obligations and restrictions provided herein with respect to the original Subscriber of such initial transferring Investor. (c) Transfers by a Participating Seller pursuant to Section 4.2 or 4.3Restricted Shares as of the date of this Agreement, as applicableif such Permissible Transferee were such original Subscriber. (d) Transfers pursuant to a tender offer subject to Section 14(d)(1) of the Exchange Act (other than a tender offer made by an Investor). (e) Transfers pursuant to Rule 144 or an effective registration statement under the Securities Act.

Permissible Transfers. The following Transfers (each a “Permissible Transfer”) Subject to Section 2.2 but otherwise, notwithstanding anything to the contrary set forth in this Agreement, the restrictions on Transfer specified herein shall not be subject apply to the provisions of Section 3.1, 3.1.2, 4.1 or 4.2. any Transfer to (a) Prior to the exercise of the “drag along right” contained in Section 4.3, any Significant Investor may Transfer any a Shareholder’s spouse or all of such Significant Investor’s Shares to any of such Significant Investor’s Equity Holdersissue; provided, that such Transfer is consummated as a distribution-in-kind to each of such Significant Investor’s Equity Holders on a pro rata basis. Subject to Section 3.2, any such Equity Holder shall not be entitled to any rights under, nor be bound by the terms of, this Agreement. Any Shares so Transferred shall conclusively be deemed thereafter not to be Shares under this Agreement. (b) Subject a corporation of which the stockholders and directors include only the Shareholder, his spouse and/or issue; (c) a partnership, the limited and general partners of which include only the Shareholder, his spouse and/or issue; (d) a limited liability company (limited duration or limited life company), the managers and members of which include only the Shareholder, his spouse and/or his issue; (e) a trust, the beneficiaries of which are and can only, now and in the future, be the Shareholder, his spouse and/or issue; (f) lineal descendants, or any combination thereof, or a trust in which a shareholder, a shareholder’s spouse or issue is a trustee and the beneficiary is a shareholder’s spouse, issue or lineal descendant, or any combination thereof; (g) the executors, administrators, heirs and distributees of the Shareholder or his permitted transferees, under the foregoing clauses (a), (b), (c), (d), (e) or (f) to Section 3.2, any Investor may Transfer any whom Company Securities are transferred by will or all the laws of such Investor’s Shares descent and distribution on account of death; (h) the Company pursuant to any repurchase which the Company, in its sole and absolute discretion, may elect to effect; and (i) to the public market in the event such Transfer occurs at a time when Company Securities of the Company of the same class as the Company Securities are publicly traded in compliance with all applicable securities laws and such InvestorTransfer itself complies with (i) all applicable securities laws and regulations, including without limitation Rule 144 promulgated by the Commission and (ii) all applicable agreements, in favor of the Company’s Permitted Transfereesunderwriter or underwriters pertaining to dispositions of Company Securities by Shareholders. Such Transferees must also (a) satisfactorily complete a Purchaser’s Questionnaire, so long as such Permitted Transferee agrees (b) execute and deliver to the Company an agreement to be bound by the terms of this Agreement in accordance with Section 3.2 (if not already bound hereby)and such other documents the Company may deem necessary or desirable. Any Shares so Transferred Transferee(s) under (h) above shall conclusively be deemed thereafter to be Shares under take the Company Securities free of all restrictions imposed by this Agreement. In the event that a Permitted Transferee holding any Shares ceases to qualify, or expects to cease to qualify, as a Permitted Transferee in relation to the initial transferring Investor from whom or which such Permitted Transferee or any previous Permitted Transferee of such initial transferring Investor received such Shares (an “Unwinding Event”), prior to such Unwinding Event, such initial transferring Investor shall take all actions necessary to effect a Transfer of all the Shares held by the relevant Permitted Transferee either back to such Investor or, pursuant to this Section 3.1.1, to another Person that qualifies as a Permitted Transferee of such initial transferring Investor. (c) Transfers by a Participating Seller pursuant to Section 4.2 or 4.3, as applicable. (d) Transfers pursuant to a tender offer subject to Section 14(d)(1) of the Exchange Act (other than a tender offer made by an Investor). (e) Transfers pursuant to Rule 144 or an effective registration statement under the Securities Act.