Common use of Permitted Transfers; Legends Clause in Contracts

Permitted Transfers; Legends. The Company agrees that it will permit a transfer of Senior Debentures, Warrants and Warrant Shares by a Purchaser which is a partnership or limited liability company to an affiliated partnership or limited liability company of such Purchaser, and that following consummation of the first sale of equity securities by the Company pursuant to a registration statement filed under the Act, it will permit, upon prior written request, (i) a transfer of the Senior Debentures, Warrants and Warrant Shares by a partnership to one or more of its partners, where no consideration is exchanged therefor by such partners, or to a retired or withdrawn partner who retires or withdraws after the date hereof in full or partial distribution of his interest in such partnership, or to the estate of any such partner or the transfer by gift will or intestate succession of any partner to his spouse or to his siblings, lineal descendants or ancestors of such partner of his spouse, or to a trust created for the benefit of one or more of the foregoing and (if such Person agrees to be subject to this Agreement and Related Agreements and) (ii) a sale or other transfer of any of the Senior Debentures, Warrants or Warrant Shares, if the transferee agrees in writing to be subject to the terms hereof and the Related Agreements to the same extent as if it were an original Purchaser hereunder and upon obtaining assurance satisfactory to the Company that such transaction is exempt from the registration requirements of, or is covered by an effective registration statement under the Act and applicable state securities or "blue-sky" laws, including without limitation, receipt of an unqualified opinion of counsel reasonably satisfactory to the Company. The certificates representing the Senior Debentures, Warrants or Warrant Shares shall bear a legend evidencing such restriction on transfer substantially in the following form: "This security has been acquired for investment and has not been registered under the Securities Act of 1933 (the "Act") or the securities laws of any state. This security may not be transferred by sale, assignment, pledge or otherwise unless (i) a registration statement therefor under the Act is in effect or (ii) the corporation has received an opinion of counsel, which opinion is reasonably satisfactory to the corporation to the effect that such registration is not required under the Act or the securities laws of any state.

Permitted Transfers; Legends. (a) The Company agrees that it will permit a transfer of Senior Debentures, Warrants and Warrant Shares by a Purchaser which is a partnership or limited liability company to an affiliated partnership or limited liability company of such Purchaser, and that following consummation of the first sale of equity securities by the Company pursuant to a registration statement filed under the Act, it will permit, upon prior written request, (i) a sale or transfer of the Senior Debentures, Warrants and Warrant Purchased Shares by a partnership to one or more of its partners, where no consideration is exchanged therefor by such partners, or to a retired or withdrawn partner who retires or withdraws after the date hereof in full or partial distribution of his interest in such partnership, or to the estate of any such partner or the transfer by gift will or intestate succession of any partner to his spouse or to his siblings, lineal descendants or ancestors of such partner of his spouse, or to a trust created for the benefit of one or more other securities of the foregoing and (Company by any XX Xxxxxx to any DB Group Member, if such Person DB Group Member agrees in writing to be subject to the terms of this Agreement as if it were an original party hereto; and Related Agreements and) (ii) subject to the limitations contained in Section 5.12 hereof, a sale or other transfer of any of the Senior Debentures, Warrants Purchased Shares if in either event such sale or Warrant Shares, if the transferee agrees in writing to be subject to the terms hereof and the Related Agreements to the same extent as if it were an original Purchaser hereunder and upon obtaining assurance satisfactory to the Company that such transaction other transfer is exempt from the registration requirements of, or is covered by an effective registration statement under under, the Securities Act and in compliance with applicable state securities or "blue-blue sky" laws, including without limitationand if requested, receipt of DB or the XX Xxxxxx transferring Common Stock pursuant thereto has provided in accordance herewith an unqualified opinion of counsel reasonably satisfactory that such transfer is exempt from the registration requirements of the Securities Act ("Permitted Transfers"). In order to assure compliance with the Securities Act and any applicable state securities or "blue sky" laws, DB agrees, for so long as DB or any of its Affiliates shall be an "affiliate" as defined in Rule 144(a)(1) under the Securities Act, (i) in the case of any Common Stock or Common Stock Equivalents issued by the Company or Voting Capital Stock of the Company held by DB and its Affiliates, other than Excluded Shares ("Restricted Securities") in the form of book-entry securities, to take commercially reasonable measures to segregate such Restricted Securities on the books and records of DB or the applicable Affiliate and to prevent the resale thereof otherwise than in accordance with this Agreement; and (ii) in the case of any Restricted Securities in the form of certificated securities, to deliver such certificates or other instruments representing such Restricted Securities to the Company. The Company in exchange for certificates representing the Senior Debentures, Warrants or Warrant Shares shall bear such Restricted Securities bearing a legend evidencing such restriction on transfer substantially in the following form: "This security has been acquired for investment and has The shares represented by this certificate have not been registered under the Securities Act of 1933 1933, as amended (the "Act") ), or the any state securities laws of any state. This security laws, and sale or transfer hereof may not be transferred effected except in accordance with the registration requirements of the Act and any applicable state securities laws or an applicable exemption therefrom. The shares represented by salethis certificate are subject to certain Standstill and Transfer Restriction provisions set forth in that certain Stockholder Agreement, assignmentdated as of June 15, pledge 2000, between the Company and Deutsche Bank AG, a copy of which may be obtained from the Secretary of the Company at its principal offices." The Company agrees to instruct its transfer agent to issue certificates without the foregoing legend in connection with any sale of the securities represented by such certificates or otherwise unless (i) a other instruments either pursuant to an effective registration statement therefor or in compliance with Rule 144 or the resale provisions of Regulation S under the Act is in effect or (ii) the corporation has received an opinion of counsel, which opinion is reasonably satisfactory to the corporation to the effect that such registration is not required under the Act or the securities laws of any stateSecurities Act.

Permitted Transfers; Legends. The Company agrees that it will permit a transfer of Senior Debentures, Warrants and Warrant Shares by a Purchaser which is a partnership or limited liability company to an affiliated partnership or limited liability company of such Purchaser, and that following consummation of the first sale of equity securities by the Company pursuant to a registration statement filed under the Act, it will permit, upon prior written request, (i) a transfer of the Senior Debentures, Warrants and Warrant Shares Securities by a partnership to one or more of its partners, where no consideration is exchanged therefor by such partners, or to a retired or withdrawn partner who retires or withdraws after the date hereof in full or partial distribution of his interest in such partnership, or to the estate of any such partner or the transfer by gift will or intestate succession of any partner to his spouse or to his siblings, lineal descendants or ancestors of such partner of his spouse, or to a trust created for the benefit of one or more of the foregoing and (if such Person agrees to be subject to this Agreement and Related Agreements and) (ii) a sale or other transfer of any of the Senior DebenturesSecurities or Conversion Shares, Warrants or Warrant Sharesin each case, if the transferee agrees in writing to be subject to the terms hereof and the Related Agreements to the same extent as if it were an original Purchaser hereunder and upon obtaining assurance satisfactory to the Company that such transaction is exempt from the registration requirements of, or is covered by an effective registration statement under the Act and applicable state securities or "blue-sky" laws, including without limitation, receipt of an unqualified opinion of counsel reasonably satisfactory to the Company. The certificates representing the Senior Debentures, Warrants or Warrant Shares Securities shall bear a legend evidencing such restriction on transfer substantially in the following form: "This security has These Securities have been acquired for investment and has have not been registered under the Securities Act of 1933 (the "Act") or the securities laws of any state. This security These Securities may not be transferred by sale, assignment, pledge or otherwise unless (i) a registration statement therefor for these securities under the Act is in effect or (ii) the corporation has received an opinion of counsel, which opinion is reasonably satisfactory to the corporation to the effect that such registration is not required under the Act or the securities laws of any state."

Permitted Transfers; Legends. The Company agrees that it will permit a transfer of Senior Debentures, Warrants and Warrant Shares by a Purchaser which is a partnership or limited liability company to an affiliated partnership or limited liability company of such Purchaser, and that following consummation of the first sale of equity securities by the Company pursuant to a registration statement filed under the Act, it will permit, upon prior written request, (i) a transfer of the Senior Debentures, Warrants and Warrant Shares Securities by a partnership to one or more of its partners, where no consideration is exchanged therefor by such partners, or to a retired or withdrawn partner who retires or withdraws after the date hereof in full or partial distribution of his interest in such partnership, or to the estate of any such partner or the transfer by gift will or intestate succession of any partner to his spouse or to his siblings, lineal descendants or ancestors of such partner of his spouse, or to a trust created for the benefit of one or more of the foregoing and (if such Person agrees to be subject to this Agreement and Related Agreements and) (ii) a sale or other transfer of any of the Senior Debentures, Warrants or Warrant SharesSecurities, if the transferee agrees in writing to be subject to the terms hereof and the Related Agreements Documents to the same extent as if it were an original Purchaser hereunder and thereunder and upon obtaining assurance satisfactory to the Company that such transaction is exempt from the registration requirements of, or is covered by an effective registration statement under the Act and applicable state securities or "blue-sky" laws, including without limitation, receipt of an unqualified opinion of counsel reasonably satisfactory to the Company. The certificates representing the Senior Debentures, Warrants or Warrant Shares Securities shall bear a legend evidencing such restriction on transfer substantially in the following form: "This security has These Securities have been acquired for investment and has not been registered under the Securities Act of 1933 1993 (the "Act") or the securities laws of any state. This security These Securities may not be transferred by sale, assignment, pledge or otherwise unless (i) a registration statement therefor for the Securities under the Act is in effect or (ii) the corporation has received an opinion of counsel, which opinion is reasonably satisfactory to the corporation to the effect that such registration is not required under the Act or the securities laws of any state."