Common use of Restrictions on Dispositions Clause in Contracts

Restrictions on Dispositions. (a) Anything in this Agreement to the contrary notwithstanding, no issuance or Disposition of Interests otherwise permitted or required by this Agreement shall be made unless such issuance or Disposition is in compliance with U.S. and other federal and state securities laws, including the Securities Act and the rules and regulations thereunder, and the Partnership Act. (b) Anything in this Agreement to the contrary notwithstanding, unless otherwise agreed to in writing by the General Partner, no Disposition of Interests otherwise permitted or required by this Agreement shall be effective unless and until any transferee who is not already a party to this Agreement (and such transferee’s spouse, if applicable) shall execute and deliver to the Partnership an Addendum Agreement in which such transferee (and such transferee’s spouse, if applicable) agrees to be bound by this Agreement and to observe and comply with this Agreement and with all obligations and restrictions imposed on the Partners hereby and thereby. Any Person who is not already a party to this Agreement and acquires Interests in accordance with the provisions of this Agreement shall be required to become a party to this Agreement by executing (together with such Person’s spouse, if applicable) an Addendum Agreement. (c) Dispositions of Interests may only be made in strict compliance with all applicable terms of this Agreement, and any purported Disposition of Interests that does not so comply with all applicable provisions of this Agreement shall be null and void and of no force or effect, and the Partnership shall not recognize or be bound by any such purported Disposition and shall not effect any such purported Disposition on the transfer books of the Partnership or Capital Accounts of the Partners. The parties hereto agree that the restrictions contained in this Article IV are fair and reasonable and in the best interests of the Partnership and its Partners. (d) All newly issued Interests shall only be issued to Persons who are or become party to this Agreement by execution of an Addendum Agreement. (e) Dispositions made in accordance with this Agreement shall be effected by such documents and instruments as are necessary to comply with the Partnership Act and other applicable Cayman Islands Law, including the Addendum Agreement or such other form of instrument of transfer approved by the General Partner. (f) Each of the Class A-1 Limited Partners agrees that any Disposition of Class A-1 Interests pursuant to the terms of this Agreement shall be accompanied by a proportionate Disposition of such Class A-1 Limited Partner’s shares in the General Partner pursuant to Section 4.3 of the Shareholders’ Agreement. Any such Disposition of Class A-1 Interests which is not accompanied by a Disposition of a proportionate amount of such Class A-1 Limited Partner’s shares in the General Partner shall be null and void. (g) Any issuance of Class A-1 Interests to a Class A-1 Limited Partner or to any other Person pursuant to the terms of this Agreement shall be accompanied by an issuance to such Person of a proportionate amount of shares in the General Partner pursuant to Section 5.2 of the Shareholders’ Agreement, and such Class A-1 Limited Partner shall be required to pay the subscription amount to the General Partner required in connection therewith; provided, that this requirement shall not apply to OEP, which shall coordinate with the General Partner to subscribe for shares of the General Partner and enter into the Shareholders Agreement as soon as practicable after the date hereof. Except with respect to OEP’s investment in Class A-1 Interests in connection with the execution of the Joinder Agreement, any issuance of Class A-1 Interests which is not accompanied by an issuance of a proportionate amount of shares in the General Partner to such Person shall be null and void.

Restrictions on Dispositions. (a) Anything in this Agreement to the contrary notwithstanding, no issuance or Disposition of Interests Capital Stock of the Company otherwise permitted or required by this Agreement shall be made unless such issuance or Disposition is in compliance with U.S. and other federal and state securities lawsLaws, including without limitation the Securities Act and the rules and regulations thereunder. If any such Disposition is made pursuant to an exemption from such Laws, rules and regulations, such Disposition shall be made only upon the Partnership Act. (b) Anything in this Agreement transferee first having delivered to the contrary notwithstandingCompany a favorable written opinion of counsel, unless otherwise agreed to reasonably satisfactory in writing by the General Partner, no Disposition of Interests otherwise permitted or required by this Agreement shall be effective unless form and until any transferee who is not already a party to this Agreement (and such transferee’s spouse, if applicable) shall execute and deliver substance to the Partnership an Addendum Agreement in which Company, to the effect that the proposed Disposition is exempt from registration under the Securities Act and any applicable state securities Laws; provided, however, that no such transferee (and such transferee’s spouse, if applicable) agrees to be bound by this Agreement and to observe and comply with this Agreement and with all obligations and restrictions imposed on the Partners hereby and thereby. Any Person who is not already a party to this Agreement and acquires Interests in accordance with the provisions opinion of this Agreement counsel shall be required for (A) a Disposition by a Stockholder to become a party Permitted Transferee if, in each case, the Permitted Transferee agrees in writing to this Agreement by executing be subject to the terms and conditions hereof to the same extent as if such Permitted Transferee were an original Stockholder hereunder, (together B) a sale duly made in compliance with Rule 144 promulgated under the Securities Act, or any successor or analogous rule to Rule 144, or if the Stockholder would be permitted to transfer the securities pursuant to paragraph (k) of Rule 144 (it being agreed that the Company shall have the right to receive evidence reasonably satisfactory to it regarding compliance with such Person’s spouseRule or any successor or analogous rule prior to the consummation of any such transfer), if applicable(C) an Addendum Agreement. issuance or Disposition pursuant to an effective registration statement under the Securities Act, (cD) Dispositions an issuance of Interests may only be made in strict compliance with all applicable terms of this Agreement, and any purported Disposition of Interests that does not so comply with all applicable provisions of this Agreement shall be null and void and of no force Series B Preferred or effect, and the Partnership shall not recognize or be bound by any such purported Disposition and shall not effect any such purported Disposition on the transfer books of the Partnership or Capital Accounts of the Partners. The parties hereto agree that the restrictions contained in this Article IV are fair and reasonable and in the best interests of the Partnership and its Partners. (d) All newly issued Interests shall only be issued to Persons who are or become party to this Agreement by execution of an Addendum Agreement. (e) Dispositions made in accordance with this Agreement shall be effected by such documents and instruments as are necessary to comply with the Partnership Act and other applicable Cayman Islands Law, including the Addendum Agreement or such other form of instrument of transfer approved by the General Partner. (f) Each of the Class A-1 Limited Partners agrees that any Disposition of Class A-1 Interests Common Stock pursuant to the terms of this Stock Purchase Agreement shall be accompanied by a proportionate Disposition of such Class A-1 Limited Partner’s shares in (including the General Partner pursuant to Section 4.3 of the Shareholders’ Agreement. Any such Disposition of Class A-1 Interests which is not accompanied by a Disposition of a proportionate amount of such Class A-1 Limited Partner’s shares in the General Partner shall be null and void. (g) Any issuance of Class A-1 Interests to a Class A-1 Limited Partner Management Stock and Additional Shares) or to any other Person pursuant to the terms of this Agreement shall be accompanied by an issuance to such Person of a proportionate amount of shares in the General Partner pursuant to Section 5.2 of the Shareholders’ Agreement, and such Class A-1 Limited Partner shall be required to pay the subscription amount to the General Partner required in connection therewith; provided, that this requirement shall not apply to OEP, which shall coordinate with the General Partner to subscribe for shares of the General Partner and enter into the Shareholders Agreement as soon as practicable after the date hereof. Except with respect to OEP’s investment in Class A-1 Interests in connection with the execution of the Joinder Agreement, any issuance of Class A-1 Interests which is not accompanied by (E) an issuance of a proportionate amount of shares in the General Partner to such Person shall be null and voidOption Shares.

Restrictions on Dispositions. (a) No Member, any spouse, Personal Representative, legal representative, successor, agent or assignee of any Member shall Dispose of any Membership Interests, directly or indirectly, in whole or in part, other than Dispositions (i) expressly provided in this Article VIII, (ii) which are otherwise approved in advance by Required Member Approval, (iii) constituting Permitted Transfers, (iv) constituting repurchases or redemptions by the Company or any Subsidiary made in accordance with this Agreement and approved by the Board of Directors or (v) any Disposition of Incentive Units by or to Employee Holdings, provided that any such Disposition is made in accordance with the terms and provisions of the Employee Holdings LLC Agreement and any assignment made by Employee Holdings in connection therewith. The parties agree that the restrictions contained in this Agreement are fair and reasonable and in the best interests of the Company and the Members. (b) Anything in this Agreement to the contrary notwithstanding, no issuance or Disposition of Membership Interests otherwise permitted or required by this Agreement shall be made unless such issuance or Disposition is in compliance with U.S. and other federal and state securities laws, including the Securities Act and the rules and regulations thereunder. If any such Disposition is made pursuant to an exemption from such laws, rules and regulations, if required by the Partnership Act. (b) Anything in this Agreement Board of Directors, such Member shall have delivered to the contrary notwithstandingCompany a favorable written opinion of counsel, unless otherwise agreed to reasonably satisfactory in writing by the General Partner, no Disposition of Interests otherwise permitted or required by this Agreement shall be effective unless form and until any transferee who is not already a party to this Agreement (and such transferee’s spouse, if applicable) shall execute and deliver substance to the Partnership an Addendum Agreement in which Company, to the effect that the proposed Disposition is exempt from registration under the Securities Act and any applicable state securities laws; provided, however, that no such transferee (and such transferee’s spouse, if applicable) agrees to be bound by this Agreement and to observe and comply with this Agreement and with all obligations and restrictions imposed on the Partners hereby and thereby. Any Person who is not already a party to this Agreement and acquires Interests in accordance with the provisions opinion of this Agreement counsel shall be required (i) for a Disposition by a Member to become a party Permitted Transferee if, in each case, the Permitted Transferee agrees in writing to this Agreement by executing be subject to the terms and conditions hereof to the same extent as if such Permitted Transferee were an original Member hereunder, (together ii) for a Disposition duly made in compliance with Rule 144 promulgated under the Securities Act, or any successor or analogous rule to Rule 144 (it being agreed that the Company shall have the right to receive evidence reasonably satisfactory to it regarding compliance with such Person’s spouseRule or any successor or analogous rule prior to the registration of any such transfer), (iii) for a Disposition pursuant to an effective registration statement or (iv) if applicable) an Addendum Agreementthe Company waives such requirement in its sole and complete discretion. (c) Dispositions of Membership Interests may only be made in strict compliance with all applicable terms of this Agreement, and any purported Disposition of Membership Interests that does not so comply with all applicable provisions of this Agreement shall be null and void and of no force or effect, and the Partnership Company shall not recognize or be bound by any such purported Disposition and shall not effect any such purported Disposition on the transfer books and records of the Partnership or Capital Accounts of the Partners. The parties hereto agree that the restrictions contained in this Article IV are fair and reasonable and in the best interests of the Partnership and its PartnersCompany. (d) All newly issued Membership Interests shall only be issued to Persons persons who are or become a party to this Agreement Agreement; provided, however, that each purchaser or transferee who (i) is an employee or consultant of the Company shall become a Management Member for all purposes of this Agreement, (ii) is an Investor Member shall remain an Investor Member with respect to such newly acquired Membership Interests and (iii) is not an employee or consultant of the Company shall have such designation, if any, as shall be determined by execution the Board of an Addendum AgreementDirectors, with the concurrence of holders of a majority of the Investor Units, voting as a single class. (e) Dispositions No Disposition of (i) Class A-1 Units and Class A-3 Units by Management Members may be made pursuant to this Article VIII by a Management Member prior to October 17, 2010 and (ii) Class B-1 Units, Class B-3 Units and Class B-5 Units or other Membership Interests acquired on or after the Effective Date by Management Members may be made pursuant to this Article VIII by a Management Member prior to August 10, 2012, in each case except in accordance with this Agreement shall be effected by such documents and instruments as are necessary to comply with the Partnership Act and other applicable Cayman Islands LawSection 8.8, including the Addendum Agreement Section 8.9 or such other form of instrument of transfer approved by the General PartnerSection 8.14. (f) Each of the Class A-1 Limited Partners agrees that any Disposition of Class A-1 Interests pursuant to the terms of this Agreement shall be accompanied by a proportionate Disposition of such Class A-1 Limited Partner’s shares in the General Partner pursuant to Section 4.3 of the Shareholders’ Agreement. Any such Disposition of Class A-1 Interests which is not accompanied by a Disposition of a proportionate amount of such Class A-1 Limited Partner’s shares in the General Partner shall be null and void. (g) Any issuance of Class A-1 Interests to a Class A-1 Limited Partner or to any other Person pursuant to the terms of this Agreement shall be accompanied by an issuance to such Person of a proportionate amount of shares in the General Partner pursuant to Section 5.2 of the Shareholders’ Agreement, and such Class A-1 Limited Partner shall be required to pay the subscription amount to the General Partner required in connection therewith; provided, that this requirement shall not apply to OEP, which shall coordinate with the General Partner to subscribe for shares of the General Partner and enter into the Shareholders Agreement as soon as practicable after the date hereof. Except with respect to OEP’s investment in Class A-1 Interests in connection with the execution of the Joinder Agreement, any issuance of Class A-1 Interests which is not accompanied by an issuance of a proportionate amount of shares in the General Partner to such Person shall be null and void.

Restrictions on Dispositions. (a) No Member, any spouse, Personal Representative, legal representative, successor, agent or assignee of any Member shall Dispose of any Membership Interests, directly or indirectly, in whole or in part, other than Dispositions (i) expressly provided in this Article VIII, (ii) which are otherwise approved in advance by Required Member Approval, (iii) constituting Permitted Transfers, (iv) constituting repurchases or redemptions by the Company or any Subsidiary made in accordance with this Agreement and approved by the Board of Directors or (v) any Disposition of Incentive Units by or to Employee Holdings, provided that any such Disposition is made in accordance with the terms and provisions of the Employee Holdings LLC Agreement and any assignment made by Employee Holdings in connection therewith. The parties agree that the restrictions contained in this Agreement are fair and reasonable and in the best interests of the Company and the Members. (b) Anything in this Agreement to the contrary notwithstanding, no issuance or Disposition of Membership Interests otherwise permitted or required by this Agreement shall be made unless such issuance or Disposition is in compliance with U.S. and other federal and state securities laws, including the Securities Act and the rules and regulations thereunder. If any such Disposition is made pursuant to an exemption from such laws, rules and regulations, if required by the Partnership Act. (b) Anything in this Agreement Board of Directors, such Member shall have delivered to the contrary notwithstandingCompany a favorable written opinion of counsel, unless otherwise agreed to reasonably satisfactory in writing by the General Partner, no Disposition of Interests otherwise permitted or required by this Agreement shall be effective unless form and until any transferee who is not already a party to this Agreement (and such transferee’s spouse, if applicable) shall execute and deliver substance to the Partnership an Addendum Agreement in which Company, to the effect that the proposed Disposition is exempt from registration under the Securities Act and any applicable state securities laws; provided, however, that no such transferee (and such transferee’s spouse, if applicable) agrees to be bound by this Agreement and to observe and comply with this Agreement and with all obligations and restrictions imposed on the Partners hereby and thereby. Any Person who is not already a party to this Agreement and acquires Interests in accordance with the provisions opinion of this Agreement counsel shall be required (i) for a Disposition by a Member to become a party Permitted Transferee if, in each case, the Permitted Transferee agrees in writing to this Agreement by executing be subject to the terms and conditions hereof to the same extent as if such Permitted Transferee were an original Member hereunder, (together ii) for a Disposition duly made in compliance with Rule 144 promulgated under the Securities Act, or any successor or analogous rule to Rule 144 (it being agreed that the Company shall have the right to receive evidence reasonably satisfactory to it regarding compliance with such Person’s spouseRule or any successor or analogous rule prior to the registration of any such transfer), (iii) for a Disposition pursuant to an effective registration statement or (iv) if applicable) an Addendum Agreementthe Company waives such requirement in its sole and complete discretion. (c) Dispositions of Membership Interests may only be made in strict compliance with all applicable terms of this Agreement, and any purported Disposition of Membership Interests that does not so comply with all applicable provisions of this Agreement shall be null and void and of no force or effect, and the Partnership Company shall not recognize or be bound by any such purported Disposition and shall not effect any such purported Disposition on the transfer books and records of the Partnership or Capital Accounts of the Partners. The parties hereto agree that the restrictions contained in this Article IV are fair and reasonable and in the best interests of the Partnership and its PartnersCompany. (d) All newly issued Membership Interests shall only be issued to Persons persons who are or become a party to this Agreement Agreement; provided, however, that each purchaser or transferee who (i) is an employee or consultant of the Company shall become a Management Member for all purposes of this Agreement, (ii) is an Investor Member shall remain an Investor Member with respect to such newly acquired Membership Interests and (iii) is not an employee or consultant of the Company shall have such designation, if any, as shall be determined by execution the Board of an Addendum AgreementDirectors, with the concurrence of holders of a majority of the Investor Units, voting as a single class. (e) Dispositions No Disposition of (i) Class A-1 Units and Class A-3 Units by Management Members may be made pursuant to this Article VIII by a Management Member prior to October 17, 2010 and (ii) Class B-1 Units, Class B-3 Units and Class B-5 Units or other Membership Interests acquired on or after the date hereof by Management Members may be made pursuant to this Article VIII by a Management Member prior to August 10, 2012, in each case except in accordance with this Agreement shall be effected by such documents and instruments as are necessary to comply with the Partnership Act and other applicable Cayman Islands LawSection 8.8, including the Addendum Agreement Section 8.9 or such other form of instrument of transfer approved by the General PartnerSection 8.14. (f) Each of the Class A-1 Limited Partners agrees that any Disposition of Class A-1 Interests pursuant to the terms of this Agreement shall be accompanied by a proportionate Disposition of such Class A-1 Limited Partner’s shares in the General Partner pursuant to Section 4.3 of the Shareholders’ Agreement. Any such Disposition of Class A-1 Interests which is not accompanied by a Disposition of a proportionate amount of such Class A-1 Limited Partner’s shares in the General Partner shall be null and void. (g) Any issuance of Class A-1 Interests to a Class A-1 Limited Partner or to any other Person pursuant to the terms of this Agreement shall be accompanied by an issuance to such Person of a proportionate amount of shares in the General Partner pursuant to Section 5.2 of the Shareholders’ Agreement, and such Class A-1 Limited Partner shall be required to pay the subscription amount to the General Partner required in connection therewith; provided, that this requirement shall not apply to OEP, which shall coordinate with the General Partner to subscribe for shares of the General Partner and enter into the Shareholders Agreement as soon as practicable after the date hereof. Except with respect to OEP’s investment in Class A-1 Interests in connection with the execution of the Joinder Agreement, any issuance of Class A-1 Interests which is not accompanied by an issuance of a proportionate amount of shares in the General Partner to such Person shall be null and void.

Restrictions on Dispositions. (a) Anything in this Agreement to the contrary notwithstanding, no issuance or Disposition of Interests Units otherwise permitted or required by this Agreement shall may only be made unless such issuance or Disposition is in compliance with U.S. and other federal and state securities laws, including the Securities Act and the rules and regulations thereunder, and the Partnership Act. (b) Anything For so long as the Company is a partnership for U.S. federal income tax purposes, in this Agreement to the contrary notwithstanding, unless otherwise agreed to in writing by the General Partner, no event may any Disposition of Interests any Units by any Member be made if such Disposition is effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code or if such Disposition would otherwise permitted or required by this Agreement shall be effective unless result in the Company being treated as a “publicly traded partnership,” as such term is defined in Section 7704(b) of the Code and until any transferee who is not already a party to this Agreement (and such transferee’s spouse, if applicable) shall execute and deliver to the Partnership an Addendum Agreement in which such transferee (and such transferee’s spouse, if applicable) agrees to be bound by this Agreement and to observe and comply with this Agreement and with all obligations and restrictions imposed on the Partners hereby and thereby. Any Person who is not already a party to this Agreement and acquires Interests in accordance with the provisions of this Agreement shall be required to become a party to this Agreement by executing (together with such Person’s spouse, if applicable) an Addendum Agreementregulations promulgated thereunder. (c) For as long as the Company is a partnership for U.S. federal income tax purposes, the Company shall monitor Dispositions of Interests Units in the Company to determine (i) if such Units are being traded on an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code, and (ii) whether additional Dispositions of Units would result in the Company being unable to qualify for at least one of the “safe harbors” set forth in Treasury Regulations Section 1.7704-1 (or such other guidance subsequently published by the Internal Revenue Service setting forth safe harbors under which Units will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “Trading Safe Harbors”). The Officers shall take all steps as instructed by the Board to prevent any trading of Units or any recognition by the Company of Dispositions made on such markets and, except as otherwise provided herein, to ensure that at least one of the Trading Safe Harbors is met. (d) Dispositions of Units may only be made in strict compliance with all applicable terms of this AgreementAgreement and any applicable Restricted Unit Agreements, and any purported Disposition of Interests Units that does not so comply with all applicable provisions of this Agreement and any applicable Restricted Unit Agreements shall be null and void and of no force or effect, and the Partnership Company shall not recognize or be bound by any such purported Disposition and shall not effect any such purported Disposition on the transfer books of the Partnership Company or Capital Accounts of the PartnersMembers. The parties hereto Members agree that the restrictions contained in this Article IV 7 are fair and reasonable and in the best interests of the Partnership Company and its Partners. (d) All newly issued Interests shall only be issued to Persons who are or become party to this Agreement by execution of an Addendum Agreementthe Members. (e) Dispositions made in accordance with this Agreement Any Disposition of Units shall be effected subject to execution by such documents and instruments as are necessary to comply with the Partnership Act and other applicable Cayman Islands Lawtransferee (and, including if the transferee is a natural person, the transferee’s spouse) of an Addendum Agreement or such other form and payment of instrument of transfer approved all reasonable expenses incurred by the General Partner. (f) Each of the Class A-1 Limited Partners agrees that any Disposition of Class A-1 Interests pursuant to the terms of this Agreement shall be accompanied by a proportionate Disposition of such Class A-1 Limited Partner’s shares in the General Partner pursuant to Section 4.3 of the Shareholders’ Agreement. Any such Disposition of Class A-1 Interests which is not accompanied by a Disposition of a proportionate amount of such Class A-1 Limited Partner’s shares in the General Partner shall be null and void. (g) Any issuance of Class A-1 Interests to a Class A-1 Limited Partner or to any other Person pursuant to the terms of this Agreement shall be accompanied by an issuance to such Person of a proportionate amount of shares in the General Partner pursuant to Section 5.2 of the Shareholders’ Agreement, and such Class A-1 Limited Partner shall be required to pay the subscription amount to the General Partner required in connection therewith; provided, that this requirement shall not apply to OEP, which shall coordinate with the General Partner to subscribe for shares of the General Partner and enter into the Shareholders Agreement as soon as practicable after the date hereof. Except with respect to OEP’s investment in Class A-1 Interests Company in connection with such Disposition, including any necessary amendments to this Agreement to reflect such Disposition and payment by the execution transferee of all unpaid Capital Contribution obligations of its transferor attributable to the transferred Membership Interests. Transferees of a Membership Interest who do not become Substituted Members shall have only the rights of an assignee of a Membership Interest and, therefore, no right to participate in the management of the Joinder Agreementbusiness and affairs of the Company. An assignee shall have only the right to receive allocations and distributions attributable to the Membership Interests acquired by such assignee, any issuance of Class A-1 which Membership Interests which is not accompanied by an issuance of a proportionate amount of shares in the General Partner to such Person shall be null subject to the same restrictions on transfer as contained in this Agreement. An assignee shall have the same obligations to the Company and voidthe Members as a Member holding the same Membership Interest would have, including any obligation to make Capital Contributions.

Restrictions on Dispositions. (a) No Stockholder, any spouse of any Stockholder, any Personal Representative of any Stockholder, or any legal representative, agent or assignee of any Stockholder, as the case may be, shall make any Disposition of any shares of capital stock, or any right or interest therein, except as provided in this Article III. The parties agree that the restrictions contained in this Agreement are fair and reasonable and in the best interests of the Company and the Stockholders. (b) Anything in this Agreement to the contrary notwithstanding, no issuance or Disposition of Interests capital stock otherwise permitted or required by this Agreement shall be made unless such issuance or Disposition is in compliance with U.S. and other federal and state securities laws, including without limitation the Securities Act and the rules and regulations thereunder. If any such Disposition is made pursuant to an exemption from such laws, rules and regulations, such Disposition shall be made only upon the Partnership Stockholder first having delivered to the Company a favorable written opinion of counsel, reasonably satisfactory in form and substance to the Company, to the effect that the proposed sale or transfer is exempt from registration under the Securities Act and any applicable state securities laws; provided, however, that no such opinion of counsel shall be required for (A) a transfer by a Stockholder to a Permitted Transferee if, in each case, the Permitted Transferee agrees in writing to be subject to the terms and conditions hereof to the same extent as if such Permitted Transferee were an original Stockholder hereunder, or (B) a sale duly made in compliance with Rule 144 promulgated under the Securities Act, or any successor or analogous rule to Rule 144, or if the Stockholder would be permitted to transfer the securities pursuant to paragraph (k) of Rule 144 (it being agreed that the Company shall have the right to receive evidence satisfactory to it regarding compliance with such Rule or any successor or analogous rule prior to the registration of any such transfer). (bc) Anything in this Agreement to the contrary notwithstanding, unless otherwise agreed to in writing by the General PartnerCompany and each of the Stockholders, no Disposition of Interests capital stock otherwise permitted or required by this Agreement shall be effective unless and until any transferee who is not already a party to this Agreement (and such transferee’s 's spouse, if applicable) shall execute and deliver to the Partnership Company an Addendum Agreement in the form attached hereto as Exhibit D in which such transferee (and such transferee’s 's spouse, if applicable) agrees to be bound by this Agreement and to observe and comply with this Agreement and with all obligations and restrictions imposed on Stockholders hereby; each person to whom a Disposition of capital stock is permitted by this Agreement who receives a Disposition of capital stock during the Partners hereby period when this Agreement is in effect, and therebywho agrees in writing to be bound by the provisions hereof, shall thereafter become a "Stockholder" for all purposes of this Agreement. Any Person Such transferee shall become a Management Stockholder if the transferor was a Management Stockholder or an Investor Stockholder if the transferor was an Investor Stockholder; provided, however, that each transferee who receives a Disposition of capital stock that is not already a party to an Affiliate of (i) an Investor Stockholder, shall become an Investor Stockholder for all purposes of this Agreement and acquires Interests in accordance with the provisions (ii) a Management Stockholder or spouse thereof, shall become a Management Stockholder for all purposes of this Agreement shall be required to become a party to this Agreement by executing (together with such Person’s spouse, if applicable) an Addendum Agreement. (cd) Dispositions of Interests capital stock may only be made in strict compliance with all applicable terms of this Agreement, and any purported Disposition of Interests capital stock that does not so comply with all applicable provisions of this Agreement shall be null and void and of no force or effect, and the Partnership Company shall not recognize or be bound by any such purported Disposition and shall not effect any such purported Disposition on the stock transfer books of the Partnership or Capital Accounts of the Partners. The parties hereto agree that the restrictions contained in this Article IV are fair and reasonable and in the best interests of the Partnership and its PartnersCompany. (de) All Shares held by the Company, as treasury stock or otherwise, or any subsidiary thereof shall not be deemed outstanding for any purpose under this Agreement or the Bylaws of the Company. (f) Prior to the consummation of an Initial Public Offering, all newly issued Interests shares of capital stock of the Company (including newly issued Shares or equity securities issued pursuant to Stock Equivalents) shall only be issued to Persons who are or become party to this Agreement by execution of Agreement; provided however, that each transferee who (i) is an Addendum Agreement. (e) Dispositions made in accordance with this Agreement shall be effected by such documents and instruments as are necessary to comply with the Partnership Act and other applicable Cayman Islands Law, including the Addendum Agreement employee or such other form of instrument of transfer approved by the General Partner. (f) Each consultant of the Class A-1 Limited Partners agrees that any Disposition of Class A-1 Interests pursuant to the terms Company shall become a Management Stockholder for all purposes of this Agreement shall be accompanied by a proportionate Disposition of such Class A-1 Limited Partner’s shares in the General Partner pursuant to Section 4.3 of the Shareholders’ Agreement. Any such Disposition of Class A-1 Interests which is not accompanied by a Disposition of a proportionate amount of such Class A-1 Limited Partner’s shares in the General Partner shall be null and void. (g) Any issuance of Class A-1 Interests to a Class A-1 Limited Partner or to any other Person pursuant to the terms of this Agreement shall be accompanied by an issuance to such Person of a proportionate amount of shares in the General Partner pursuant to Section 5.2 of the Shareholders’ Agreement, and (ii) is not an employee or consultant of the Company shall have such Class A-1 Limited Partner designation, if any, as shall be required to pay determined by the subscription amount to the General Partner required in connection therewith; provided, that this requirement shall not apply to OEP, which shall coordinate with the General Partner to subscribe for shares of the General Partner and enter into the Shareholders Agreement as soon as practicable after the date hereof. Except with respect to OEP’s investment in Class A-1 Interests in connection with the execution of the Joinder Agreement, any issuance of Class A-1 Interests which is not accompanied by an issuance of a proportionate amount of shares in the General Partner to such Person shall be null and voidRequisite Stockholders.

Restrictions on Dispositions. (a) Anything in this Agreement to the contrary notwithstanding, no issuance or Disposition of Membership Interests and Units otherwise permitted or required by this Agreement shall be made unless such issuance or Disposition is in compliance with U.S. and other federal and state securities laws, including the Securities Act and the rules and regulations thereunder, and the Partnership Act. If any such issuance or Disposition is made pursuant to an exemption from such laws, rules and regulations, such Disposition shall be made only upon the transferee first having delivered to the Company a favorable written opinion of counsel, reasonably satisfactory in form and substance to the Company, to the effect that the proposed sale or transfer is exempt from registration under the Securities Act and any applicable state securities laws; provided, however, that no such opinion of counsel shall be required for (A) a Disposition by a Member to a Permitted Transferee if, in each case, the Permitted Transferee agrees in writing to be subject to the terms and conditions hereof to the same extent as if such Permitted Transferee were a Member; (B) a sale duly made in compliance with Rule 144, or if the Member would be permitted to Dispose of the securities without restriction pursuant to paragraph (b) of Rule 144 (it being agreed that the Company shall have the right to receive evidence reasonably satisfactory to it regarding compliance with such Rule prior to the registration of any such transfer), (C) a Disposition pursuant to an effective registration statement, (D) an issuance of Units by the Company pursuant to the Contribution Agreement or (E) an issuance of Management Units or Profits Units by the Company pursuant to this Agreement. (b) Anything in this Agreement to the contrary notwithstanding, unless otherwise agreed to in writing by the General PartnerCompany and the Supermajority Holders, no Disposition of Membership Interests and Units otherwise permitted or required by this Agreement shall be effective unless and until any transferee who is not already a party to this Agreement (and such transferee’s spouse, if applicable) shall execute and deliver to the Partnership Company an Addendum Agreement in the form attached hereto as Exhibit F (an “Addendum Agreement”) in which such transferee (and such transferee’s spouse, if applicable) agrees to be bound by this Agreement and the Certificate and to observe and comply with this Agreement and the Certificate and with all obligations and restrictions imposed on the Partners Members hereby and thereby. Such transferee shall become a Management Unitholder if the transferor was a Management Unitholder and shall become an Investor Unitholder if the transferor was an Investor Unitholder; provided, however, that each Permitted Transferee of a Disposition that is then (i) an Investor Unitholder, shall become or remain an Investor Unitholder for all purposes of this Agreement or (ii) a Management Unitholder or spouse thereof, shall become or remain a Management Unitholder for all purposes of this Agreement. Any Person who is not already a party to this Agreement and acquires Interests in accordance with Units pursuant to the provisions of Contribution Agreement or Management Units or Profits Units pursuant to this Agreement shall be required to become a party to this Agreement by executing (together with such Person’s spouse, if applicable) an Addendum AgreementAgreement and shall become a Management Unitholder. If any Person acquires Units, notwithstanding such Person’s failure to execute and deliver an Addendum Agreement in accordance with the preceding sentence, whether such acquisition resulted by operation of Law or otherwise, such Person (and such Person’s spouse) and such Units shall be subject to this Agreement and the Certificate. (c) Dispositions of Membership Interests and Units may only be made in strict compliance with all applicable terms of this AgreementAgreement and the Articles, and any purported Disposition of Membership Interests and Units that does not so comply with all applicable provisions of this Agreement shall be null and void and of no force or effect, and the Partnership Company shall not recognize or be bound by any such purported Disposition and shall not effect any such purported Disposition on the transfer books of the Partnership Company or Capital Accounts of the PartnersUnitholders. The parties hereto agree that the restrictions contained in this Article IV 5 are fair and reasonable and in the best interests of the Partnership Company and its PartnersMembers and Unitholders. (d) All Units held by any Subsidiary of the Company shall not be deemed outstanding for any purpose under this Agreement. (e) Prior to the termination of this Article 5 (other than Section 5.1(a)) pursuant to Section 15.6, all newly issued Interests Units shall only be issued to Persons who are or become party to this Agreement by execution of an Addendum Agreement; provided, however, that any such acquiror’s (and such acquiror’s spouse’s) execution and delivery of an Addendum Agreement shall not constitute admission to the Company as a Member (unless such newly issued Units were acquired pursuant to the Contribution Agreement or are Management Units or Profits Units acquired pursuant to this Agreement) unless and until such transferee is duly admitted as a Member in accordance with this Agreement and the Articles; provided further that each such acquiror who (i) is an employee or consultant of the Company shall become a Management Unitholder for all purposes of this Agreement, (ii) is an Investor Unitholder shall remain an Investor Unitholder with respect to such newly acquired Units and (iii) is not an employee or consultant of the Company shall have such designation, if any, as shall be determined by the Board, with the concurrence of the Supermajority Holders. (ef) No Disposition of Membership Interests and Units may be made pursuant to this Article 5 by a Management Unitholder prior to the later of (i) the fifth anniversary of the Prior Closing and (ii) the earlier to occur of (A) the seventh anniversary of the Prior Closing and (B) exhaustion of the Total Commitment (as defined in the Contribution Agreement), except for such Dispositions made in accordance with Sections 5.2, 5.7, 5.8, 5.9, 11.2 or 11.3; provided, however, that the restrictions imposed on Dispositions by Management Unitholders pursuant to this Section 5.1(f) shall cease to be of further force and effect upon the earliest to occur of the following (i) the consummation of a Qualified Public Offering, (ii) the consummation of an Approved Sale pursuant to Section 5.7 and (iii) the occurrence of a Liquidation Event, provided further, however, that (not including Dispositions made in accordance with Sections 5.2, 5.7, 5.8, 5.9, 11.2 or 11.3), from the Prior Closing until June 30, 2008, or following June 30, 2009, each Management Unitholder may make a one-time Disposition of (1) Series A Convertible Preferred Units, (2) Vested Management Units, (3) vested $0.85 Units, (4) vested $5.00 Units, (5) vested $10.00 Units, or (6) any combination thereof in accordance with the provisions of this Article 5 in a total amount not to exceed the lesser of (x) $5.0 million (determined based on a bona fide offer to acquire such Units) or (y) an amount equaling 10% of the aggregate fair market value (determined based on a bona fide offer to acquire such Units) of all Units held by such Management Unitholder calculated on a Fully-Diluted Basis, (a “Management Unitholder Disposition”). For the avoidance of doubt, any Units acquired pursuant to a Management Unitholder Disposition may not be Disposed of by the transferee pursuant to a subsequent Management Unitholder Disposition. (g) Notwithstanding anything to the contrary herein, Preferred Units issued pursuant to Section 4.6 shall not be subject to Sections 5.2 through 5.8 except to the extent provided in the applicable Series Designation. (h) Dispositions made in accordance with this Agreement shall be effected by such documents and instruments as are necessary to comply with the Partnership Act and other applicable Cayman Islands Law, including the Addendum Agreement form of instrument of transfer attached hereto as Exhibit G or such other form of instrument of transfer approved by the General PartnerBoard. (f) Each of the Class A-1 Limited Partners agrees that any Disposition of Class A-1 Interests pursuant to the terms of this Agreement shall be accompanied by a proportionate Disposition of such Class A-1 Limited Partner’s shares in the General Partner pursuant to Section 4.3 of the Shareholders’ Agreement. Any such Disposition of Class A-1 Interests which is not accompanied by a Disposition of a proportionate amount of such Class A-1 Limited Partner’s shares in the General Partner shall be null and void. (g) Any issuance of Class A-1 Interests to a Class A-1 Limited Partner or to any other Person pursuant to the terms of this Agreement shall be accompanied by an issuance to such Person of a proportionate amount of shares in the General Partner pursuant to Section 5.2 of the Shareholders’ Agreement, and such Class A-1 Limited Partner shall be required to pay the subscription amount to the General Partner required in connection therewith; provided, that this requirement shall not apply to OEP, which shall coordinate with the General Partner to subscribe for shares of the General Partner and enter into the Shareholders Agreement as soon as practicable after the date hereof. Except with respect to OEP’s investment in Class A-1 Interests in connection with the execution of the Joinder Agreement, any issuance of Class A-1 Interests which is not accompanied by an issuance of a proportionate amount of shares in the General Partner to such Person shall be null and void.

Restrictions on Dispositions. (a) Anything in this Agreement to the contrary notwithstanding, no issuance or Disposition of Interests Units otherwise permitted or required by this Agreement shall may only be made unless such issuance or Disposition is in compliance with U.S. and other federal and state securities laws, including the Securities Act and the rules and regulations thereunder, and the Partnership ActDLLCA. (b) Anything For so long as the Company is a partnership for U.S. federal income tax purposes, in this Agreement to the contrary notwithstanding, unless otherwise agreed to in writing by the General Partner, no event may any Disposition of Interests any Units by any Member be made if such Disposition is effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code or if such Disposition would otherwise permitted result in the Company being treated as a “publicly traded partnership,” as such term is defined in Section 7704(b) of the Code and the regulations promulgated thereunder, or required by this Agreement shall be effective unless and until any transferee who is not already if such Disposition would otherwise result in the Company losing its status as a party to this Agreement (and such transferee’s spouse, if applicable) shall execute and deliver to the Partnership an Addendum Agreement in which such transferee (and such transferee’s spouse, if applicable) agrees to be bound by this Agreement and to observe and comply with this Agreement and with all obligations and restrictions imposed on the Partners hereby and thereby. Any Person who is not already a party to this Agreement and acquires Interests in accordance with the provisions of this Agreement shall be required to become a party to this Agreement by executing (together with such Person’s spouse, if applicable) an Addendum Agreementpartnership for U.S. federal income tax purposes. (c) For as long as the Company is a partnership for U.S. federal income tax purposes, the Company shall monitor Dispositions of Interests Units in the Company to determine (i) if such Units are being traded on an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code, and (ii) whether additional Dispositions of Units would result in the Company being unable to qualify for at least one of the “safe harbors” set forth in Treasury Regulations Section 1.7704-1 (or such other guidance subsequently published by the Internal Revenue Service setting forth safe harbors under which Units will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “Safe Harbors”). The Officers shall take all steps as instructed by the Board to prevent any trading of Units or any recognition by the Company of Dispositions made on such markets and, except as otherwise provided herein, to ensure that at least one of the Safe Harbors is met. (d) Dispositions of Units may only be made in strict compliance with all applicable terms of this Agreement, and any purported Disposition of Interests Units that does not so comply with all applicable provisions of this Agreement shall be null and void and of no force or effect, and the Partnership Company shall not recognize or be bound by any such purported Disposition and shall not effect any such purported Disposition on the transfer books of the Partnership Company or Capital Accounts of the PartnersMembers. The parties hereto Members agree that the restrictions contained in this Article IV 7 are fair and reasonable and in the best interests of the Partnership Company and its Partnersthe Members. (d) All newly issued Interests shall only be issued to Persons who are or become party to this Agreement by execution of an Addendum Agreement. (e) Dispositions made in accordance with this Agreement shall be effected by such documents and instruments as are necessary to comply with the Partnership Act and other applicable Cayman Islands Law, including the Addendum Agreement or such other form of instrument of transfer approved by the General Partner. (f) Each of the Class A-1 Limited Partners agrees that any Disposition of Class A-1 Interests pursuant to the terms of this Agreement shall be accompanied by a proportionate Disposition of such Class A-1 Limited Partner’s shares in the General Partner pursuant to Section 4.3 of the Shareholders’ Agreement. Any such Disposition of Class A-1 Interests which is not accompanied by a Disposition of a proportionate amount of such Class A-1 Limited Partner’s shares in the General Partner shall be null and void. (g) Any issuance of Class A-1 Interests to a Class A-1 Limited Partner or to any other Person pursuant to the terms of this Agreement shall be accompanied by an issuance to such Person of a proportionate amount of shares in the General Partner pursuant to Section 5.2 of the Shareholders’ Agreement, and such Class A-1 Limited Partner shall be required to pay the subscription amount to the General Partner required in connection therewith; provided, that this requirement shall not apply to OEP, which shall coordinate with the General Partner to subscribe for shares of the General Partner and enter into the Shareholders Agreement as soon as practicable after the date hereof. Except with respect to OEP’s investment in Class A-1 Interests in connection with the execution of the Joinder Agreement, any issuance of Class A-1 Interests which is not accompanied by an issuance of a proportionate amount of shares in the General Partner to such Person shall be null and void.

Restrictions on Dispositions. (a) No Stockholder, any spouse of any Stockholder, any Personal Representative of any Stockholder, or any legal representative, agent or assignee of any Stockholder, as the case may be, shall make any Disposition of any shares of capital stock of the Company, except as provided in this Article III. The parties agree that the restrictions contained in this Agreement are fair and reasonable and in the best interests of the Company and the Stockholders. (b) Anything in this Agreement to the contrary notwithstanding, no issuance or Disposition of Interests capital stock of the Company otherwise permitted or required by this Agreement shall be made unless such issuance or Disposition is in compliance with U.S. and other federal and state securities laws, including without limitation the Securities Act and the rules and regulations thereunder. If any such Disposition is made pursuant to an exemption from such laws, rules and regulations, such Disposition shall be made only upon the Partnership Stockholder first having delivered to the Company a favorable written opinion of counsel, reasonably satisfactory in form and substance to the Company, to the effect that the proposed sale or transfer is exempt from registration under the Securities Act and any applicable state securities laws; provided, however, that no such opinion of counsel shall be required for (A) a transfer by a Stockholder to a Permitted Transferee if, in each case, the Permitted Transferee agrees in writing to be subject to the terms and conditions hereof to the same extent as if such Permitted Transferee were an original Stockholder hereunder, or (B) a sale duly made in compliance with Rule 144 promulgated under the Securities Act, or any successor or analogous rule to Rule 144, or if the Stockholder would be permitted to transfer the securities pursuant to paragraph (k) of Rule 144 (it being agreed that the Company shall have the right to receive evidence satisfactory to it regarding compliance with such Rule or any successor or analogous rule prior to the registration of any such transfer), or (C) a Disposition pursuant to an effective registration statement. (bc) Anything in this Agreement to the contrary notwithstanding, unless otherwise agreed to in writing by the General PartnerCompany and each of the Stockholders, no Disposition of Interests capital stock otherwise permitted or required by this Agreement shall be effective unless and until any transferee who is not already a party to this Agreement (and such transferee’s 's spouse, if applicable) shall execute and deliver to the Partnership Company an Addendum Agreement in the form attached hereto as Exhibit D in which such transferee (and such transferee’s 's spouse, if applicable) agrees to be bound by this Agreement and to observe and comply with this Agreement and with all obligations and restrictions imposed on Stockholders hereby; each person to whom a Disposition of capital stock is permitted by this Agreement who receives a Disposition of capital stock during the Partners hereby period when this Agreement is in effect, and therebywho agrees in writing to be bound by the provisions hereof, shall thereafter become a "Stockholder" for all purposes of this Agreement. Any Person Such transferee shall become a Management Stockholder if the transferor was a Management Stockholder or an Investor Stockholder if the transferor was an Investor Stockholder; provided, however, that each transferee who receives a Disposition of capital stock that is not already a party to an Affiliate of or is then (i) an Investor Stockholder, shall become or remain an Investor Stockholder for all purposes of this Agreement and acquires Interests in accordance with the provisions (ii) a Management Stockholder or spouse thereof, shall become or remain a Management Stockholder for all purposes of this Agreement shall be required to become a party to this Agreement by executing (together with such Person’s spouse, if applicable) an Addendum Agreement. (cd) Dispositions of Interests capital stock may only be made in strict compliance with all applicable terms of this Agreement, and any purported Disposition of Interests capital stock that does not so comply with all applicable provisions of this Agreement shall be null and void and of no force or effect, and the Partnership Company shall not recognize or be bound by any such purported Disposition and shall not effect any such purported Disposition on the stock transfer books of the Partnership or Capital Accounts of the Partners. The parties hereto agree that the restrictions contained in this Article IV are fair and reasonable and in the best interests of the Partnership and its PartnersCompany. (de) All shares of Common Stock, Series A Preferred, and Series B Preferred held by the Company, as treasury stock or otherwise, or any subsidiary thereof shall not be deemed outstanding for any purpose under this Agreement or the Bylaws of the Company. (f) Prior to the consummation of an Initial Public Offering, all newly issued Interests shares of capital stock of the Company shall only be issued to Persons who are or become party to this Agreement by execution Agreement; provided however, that each transferee who (i) is an employee or consultant of the Company shall become a Management Stockholder for all purposes of this Agreement, and (ii) is not an Addendum Agreement. (e) Dispositions made in accordance with this Agreement employee or consultant of the Company shall have such designation, if any, as shall be effected determined by such documents and instruments as are necessary to comply the Board of Directors of the Company, with the Partnership Act and other applicable Cayman Islands Law, including the Addendum Agreement or such other form concurrence of instrument of transfer approved by the General Partner. (f) Each a majority of the Class A-1 Limited Partners agrees that any Disposition of Class A-1 Interests pursuant to the terms of this Agreement shall be accompanied by a proportionate Disposition of such Class A-1 Limited Partner’s shares in the General Partner pursuant to Section 4.3 of the Shareholders’ Agreement. Any such Disposition of Class A-1 Interests which is not accompanied by a Disposition of a proportionate amount of such Class A-1 Limited Partner’s shares in the General Partner shall be null and voidInvestor Nominees. (g) Any issuance No transfer of Class A-1 Interests Management Stock or Series A Preferred or Series B Preferred held by Management Stockholders may be made pursuant to this Article III by a Class A-1 Limited Partner Management Stockholder prior to March 28, 2007, or such earlier date that such Management Stockholder reaches the age of 75; provided however, that a Management Stockholder may transfer or make a Disposition otherwise in compliance with the provisions of this Article III with respect to any other Person an aggregate number of shares of Series A Preferred equal to up to an aggregate of 8% of such Management Stockholder's initial purchases of Series A Preferred in March 2002 and such Management Stockholder's aggregate purchases of Series B Preferred initially issued pursuant to the terms Purchase Plan at any time on or before March 28, 2003, an aggregate of 16% of such shares on or before March 28, 2004, an aggregate of 24% of such shares on or before March 28, 2005, an aggregate of 32% of such shares on or before March 28, 2006, and an aggregate of 40% of such shares on or before March 28, 2007; and further provided, however that William J. Barrett may transfer up to 400,000 shares of Management Stoxx xx Xxxxx xxx Xxhn F. Keller may transfer an aggregate of 226,654 shares ox Xxxagemexx Xxxxx xx xxs children, which transfers shall not be subject to the provisions of Sections 3.3 or 3.5 of this Agreement shall be accompanied by an issuance to such Person of a proportionate amount of shares in the General Partner pursuant to Section 5.2 of the Shareholders’ Agreement, and such Class A-1 Limited Partner shall be required to pay the subscription amount to the General Partner required in connection therewith; provided, that this requirement shall not apply to OEP, which shall coordinate with the General Partner to subscribe for shares of the General Partner and enter into the Shareholders Agreement as soon as practicable after the date hereof. Except with respect to OEP’s investment in Class A-1 Interests in connection with the execution of the Joinder Agreement, any issuance of Class A-1 Interests which is not accompanied by an issuance of a proportionate amount of shares in the General Partner to such Person shall be null and void.