Common use of Prohibition on Transfer Clause in Contracts

Prohibition on Transfer. (a) Without the prior written consent of HoldCo, each Shareholder covenants and agrees not to Transfer any of its Rollover Shares. Any attempted Transfer of shares or any interest therein, in violation of this Section 4.1 shall be null and void. (b) With respect to each Shareholder, this Agreement and the obligations hereunder shall attach to the Rollover Shares and shall be binding upon any person to which legal or Beneficial Ownership shall pass, whether by operation of Law or otherwise, including, the Shareholder’s successors or assigns. No Shareholder may request that the Company or the Company’s transfer agent or warrant agent, as applicable, register the Transfer of (book-entry or otherwise) any or all of the Rollover Shares (whether represented by a certificate or uncertificated), unless such Transfer is made in compliance with this Agreement. Notwithstanding any Transfer of Rollover Shares, the transferor shall remain liable for the performance of all of the obligations of the Shareholder under this Agreement.