Common use of Permitted Sale/Transfer Clause in Contracts

Permitted Sale/Transfer. Except as provided below, no sale or transfer of Stock held under this Voting Trust is permitted during the term of this Voting Trust. Nothing herein shall restrict the rights of Stockholders to sell or transfer all or any shares of the Stock to any person other than Stepxxxx Xxx. or any person, firm or corporation that is an "affiliate" of Stepxxxx Xxx. under the Securities Act or the Exchange Act (Stepxxxx Xxx. and each such person, firm or corporation being hereinafter referred to as a "Stepxxxx Xxxty"); provided, however, that any such sale or transfer must have the consent of the Corporation, such consent to be evidenced by either the consent of a majority of the Board of Directors of the Corporation (excluding for such purposes Jon X.X. Xxxxxx, xxd any members of the Corporation's Board of Directors who are affiliates, employees, officers, directors, general partners or agents of either Stepxxxx Xxx. or Stepxxxx Xxxup, Inc.) or a registration statement filed by the Company with the SEC disclosing such proposed sale or transfer, except for (i) bona fide gifts or charitable donations of such shares or (ii) sales or transfers (a) permissible under Rule 144 under the Securities Act (provided that such sales comply with the provisions of subparagraphs (d), (e) and (f) of Rule 144 and that all sales or transfers by all Stockholders occurring within any three-month period shall be aggregated for purposes of determining the applicable volume limitation under Rule 144(e)) or (b) in connection with a business combination, tender offer or other fundamental corporate transaction under which a third-party acquiror obtains control of the Corporation (other than solely through the purchase of the Stock). Notwithstanding the foregoing, any Stockholder may sell or transfer all or any portion of the Stock to a Stepxxxx Xxxty, but only if the shares of Stock so transferred remain deposited in and subject to the terms of this Voting Trust, in which case the transferee shall execute the Consent attached hereto as Exhibit C and will be deemed a Stockholder, and the Trustee will issue to the transferee one or more Voting Trust Certificates in respect thereof. Notwithstanding the foregoing, the Stockholders may accept the imposition of transfer restrictions on the Stock in addition to those set forth herein, and will deliver to the Trustee --------------------- ------------------ CUSIP No. 92230X000 Page 7 of 12 Pages --------------------- ------------------ copies of any such restrictions. The Trustee shall have no duties or responsibilities with respect to such other restrictions.

Permitted Sale/Transfer. Except as provided below, no sale or transfer of Stock held under this Voting Trust is permitted during the term of this Voting Trust. Nothing herein shall restrict the rights of Stockholders to sell or transfer all or any shares of the Stock to any person other than Stepxxxx Xxx. or any person, firm or corporation that is Xxxxxxxx Inc. an "affiliate" of Stepxxxx Xxx. Xxxxxxxx Inc. determined under the provisions of the Securities Act or the Exchange Act (Stepxxxx Xxx. Xxxxxxxx Inc. and each such person, firm or corporation being hereinafter "affiliate" is herein referred to as a "Stepxxxx XxxtyXxxxxxxx Party"); provided, however, that any such sale or transfer must meet at least one of the following criteria: the sale or transfer must (i) have the consent of the Corporation, such consent to be evidenced by either the consent of a majority of the Board of Directors of the Corporation (excluding for such purposes Jon X.X. Xxxxxx, xxd any members of the Corporation's Board of Directors who are affiliates, employees, officers, directors, general partners or agents of either Stepxxxx Xxx. Xxxxxxxx Inc. or Stepxxxx XxxupXxxxxxxx Group, Inc.) or a registration statement filed by the Company with the SEC disclosing such proposed sale or transfer, except for or (iii) bona fide gifts gift or charitable donations donation of such shares or (iiiii) sales or transfers (a) be permissible under Rule 144 under the Securities Act (provided that such sales comply with the provisions of subparagraphs (d), (e) and (f) of Rule 144 and that all sales or transfers by all Stockholders occurring within any three-three- month period shall be aggregated for purposes of determining the applicable volume limitation under Rule 144(e)) or (biv) be effected in connection with a business combination, tender offer or other fundamental corporate transaction under which a third-party acquiror obtains control of the Corporation (other than solely through the purchase of the Stock). Notwithstanding the foregoing, any Stockholder may sell or transfer all or any portion of the Stock to a Stepxxxx XxxtyXxxxxxxx Party, but only if the shares of Stock so transferred remain deposited in and subject to the terms of this Voting Trust, in which case the transferee shall execute the Consent attached hereto as Exhibit C and will be deemed a Stockholder, and the Trustee will issue to the transferee one or more Voting Trust Certificates in respect thereof. Notwithstanding the foregoing, the Stockholders may accept the imposition of transfer restrictions on the Stock in addition to those set forth herein, and will deliver to the Trustee --------------------- ------------------ CUSIP No. 92230X000 Page 7 of 12 Pages --------------------- ------------------ copies of any such restrictions. The Trustee shall have no duties or responsibilities with respect to such other restrictions.

Permitted Sale/Transfer. Except as provided below, no sale or transfer of Stock held under this Voting Trust is permitted during the term of this Voting Trust. Nothing herein shall restrict the rights of Stockholders to sell or transfer all or any shares of the Stock to any person other than Stepxxxx Xxx. or any person, firm or corporation that is an "affiliate" of Stepxxxx Xxx. under the Securities Act or the Exchange Act (Stepxxxx Xxx. and each such person, firm or corporation being hereinafter referred to as a "Stepxxxx Xxxty"); provided, however, that any such sale or transfer must have the consent of the Corporation, such consent to be evidenced by either the consent of a majority of the Board of Directors of the Corporation (excluding for such purposes Jon X.X. XxxxxxXxxxxx , xxd xnd any members of the Corporation's Board of Directors who are affiliates, employees, officers, directors, general partners or agents of either Stepxxxx Xxx. or Stepxxxx Xxxup, Inc.) or a registration statement filed by the Company with the SEC disclosing such proposed sale or transfer, except for (i) bona fide gifts or charitable donations of such shares or (ii) sales or transfers (a) permissible under Rule 144 under the Securities Act (provided that such sales comply with the provisions of subparagraphs (d), (e) and (f) of Rule 144 and that all sales or transfers by all Stockholders occurring within any three-month period shall be aggregated for purposes of determining the applicable volume limitation under Rule 144(e)) or (b) in connection with a business combination, tender offer or other fundamental corporate transaction under which a third-party acquiror obtains control of the Corporation (other than solely through the purchase of the Stock). Notwithstanding the foregoing, any Stockholder may sell or transfer all or any portion of the Stock to a Stepxxxx Xxxty, but only if the shares of Stock so transferred remain deposited in and subject to the terms of this Voting Trust, in which case the transferee shall execute the Consent attached hereto as Exhibit C and will be deemed a Stockholder, and the Trustee will issue to the transferee one or more Voting Trust Certificates in respect thereof. Notwithstanding the foregoing, the Stockholders may accept the imposition of transfer restrictions on the Stock in addition to those set forth herein, and will deliver to the Trustee --------------------- ------------------ CUSIP No. 92230X000 Page 7 of 12 Pages --------------------- ------------------ copies of any such restrictions. The Trustee shall have no duties or responsibilities with respect to such other restrictions.

Permitted Sale/Transfer. Except as provided below, no sale or transfer of Stock held under this Voting Trust is permitted during the term of this Voting Trust. Nothing herein shall restrict the rights of Stockholders to sell or transfer all or any shares of the Stock to any person other than Stepxxxx Xxx. Stephens Inc. or any person, firm or corporation that is an "affiliate" of Stepxxxx Xxx. xx Xxxxxens Inc. under the Securities Act or the Exchange Act (Stepxxxx Xxx. and each Stephens Inc. xxx xxch such person, firm or corporation being hereinafter referred hereinaftex xxxxxxed to as a "Stepxxxx XxxtyStephens Party"); provided, however, that any such sale or transfer must have the xxxx xxe consent of the Corporation, such consent to be evidenced by either the consent of a majority of the Board of Directors of the Corporation (excluding for such purposes Jon X.X. XxxxxxE.M. Jacoby , xxd and any members of the Corporation's Board of Directors who are affiliatesDirectorx xhx xxx xxxxxiates, employees, officers, directors, general partners or agents of either Stepxxxx Xxx. Stephens Inc. or Stepxxxx XxxupStephens Group, Inc.) or a registration statement filed by the xx xxx Company with the wxxx xxx SEC disclosing such proposed sale or transfer, except for (i) bona fide gifts or charitable donations of such shares or (ii) sales or transfers (a) permissible under Rule 144 under the Securities Act (provided that such sales comply with the provisions of subparagraphs (d), (e) and (f) of Rule 144 and that all sales or transfers by all Stockholders occurring within any three-three- month period shall be aggregated for purposes of determining the applicable volume limitation under Rule 144(e)) or (b) in connection with a business combination, tender offer or other fundamental corporate transaction under which a third-party acquiror obtains control of the Corporation (other than solely through the purchase of the Stock). Notwithstanding the foregoing, any Stockholder may sell or transfer all or any portion of the Stock to a Stepxxxx XxxtyStephens Party, but only if the shares of Stock so transferred remain deposited dexxxxxxx in and subject to the terms of this Voting Trust, in which case the transferee shall execute the Consent attached hereto as Exhibit C and will be deemed a Stockholder, and the Trustee will issue to the transferee one or more Voting Trust Certificates in respect thereof. Notwithstanding the foregoing, the Stockholders may accept the imposition of transfer restrictions on the Stock in addition to those set forth herein, and will deliver to the Trustee --------------------- ------------------ CUSIP No. 92230X000 Page 7 of 12 Pages --------------------- ------------------ copies of any such restrictions. The Trustee shall have no duties or responsibilities with respect to such other restrictions.