Common use of Restrictions on Dispositions Clause in Contracts

Restrictions on Dispositions. During the Standstill Period, each Shareholder shall not, and shall cause its Affiliates not to, directly or indirectly (including, without limitation, through the disposition or transfer of control of another Person), sell, assign, donate, transfer, pledge, hypothecate, grant any option with respect to or otherwise dispose of any interest in (or enter into an agreement or understanding with respect to the foregoing) any Voting Securities (a "Disposition"), except as set forth below in this Section 4.1. Without limiting the generality of the foregoing, any sale of securities held by any Shareholder or any of its Affiliates which is currently (or following the passage of time, the occurrence of any event or the giving of notice), directly or indirectly, exchangeable or exercisable for, or convertible into, any Voting Securities shall constitute a Disposition of such Voting Securities. Dispositions may be effected by a Shareholder during the Standstill Period as follows: (a) No Dispositions of any nature of the shares of Common Stock acquired pursuant to the Exchange Agreement may be made prior to the first anniversary of the acquisition of shares of Common Stock pursuant to the Exchange Agreement, except pursuant to Sections 4.1(e) and 4.1(f). For avoidance of doubt, nothing in this Section 4.1(a) shall impose limitations on Dispositions of the TPG Group Block or the Laidlaw Block. (b) As of the date of the acqxxxxxxxn of shares of Common Stock pursuant to the Exchange Agreement (the "Purchase Date"), with respect to the Shares and any other shares of Common Stock acquired in compliance with the Original Agreement, and after the first anniversary of the Purchase Date, with respect to the Conversion Shares, Dispositions of Voting Securities may be made at any time in compliance with the Registration Rights Agreement. (c) As of the Purchase Date, with respect to the Shares and any other shares of Common Stock acquired in compliance with the Original Agreement, and after the first anniversary of the Purchase Date, with respect to all other Conversion Shares, Dispositions of Voting Securities may be made pursuant to sales effected in accordance with Rule 144 under the Securities Act (a "Rule 144 Sale"); provided that such Dispositions shall not be made to any Person who or which would immediately thereafter, to the knowledge of such Shareholder, any of its Affiliates, or such Shareholder's broker, beneficially own Voting Securities representing 9% or more of the Total Voting Power (and such Person shall have provided a certificate to such effect). (d) As of the Purchase Date, with respect to the Shares and any other shares of Common Stock acquired in compliance with the Original Agreement, and after the first anniversary of the Purchase Date, with respect to the Conversion Shares, Dispositions may be made to any Person (other than pursuant to a Reorganization Transaction) that would, following such sale, beneficially own no more than 9% of the Total Voting Power (and such Person shall have provided a certificate to such effect). (e) Dispositions may be made pursuant to a merger transaction or other business combinations or a tender offer for outstanding shares of Common Stock which is recommended to the shareholders of the Company generally by at least a majority of the entire Board of Directors, on the terms and conditions of such transaction available to all other holders of shares of Common Stock. (f) Dispositions may be made by a Shareholder to (i) any other Shareholder or (ii) any Related Person of any Shareholder that executes an instrument in form and substance satisfactory to the Company in which it makes the representations and warranties set forth in Section 1.3(b) as of the date of the execution of such instrument and agrees to be bound by the terms of this Agreement as if an original signatory to this Agreement (such transferee, a "Related Transferee"), in which case such Related Transferee shall thereafter be a "Shareholder" for all purposes of this Agreement. (g) With respect to Voting Securities which are, by their terms, convertible into or exercisable or exchangeable for other Voting Securities such conversion, exercise or exchange shall not be deemed a Disposition. Without limiting the foregoing, the Company acknowledges that the exchange of shares of Senior Preferred Stock for Conversion Shares shall not be a Disposition. (h) Each Shareholder agrees that during the Standstill Period, without the consent of the managing underwriter(s) in an underwritten offering in respect of the Company's Voting Securities, it will not effect any sale or distribution of Voting Securities (other than in connection with such Shareholder's own registration pursuant to paragraph (b) of this Section 4.1), including a Rule 144 Sale, during the ten (10) day period prior to, and during the ninety (90) day period beginning on, the effective date of the registration statement filed by the Company in respect of such underwritten offering, or any shorter period as may apply to the Company and its affiliates.

Restrictions on Dispositions. During the Standstill Period, each Shareholder shall not, and shall cause its Affiliates not to, directly or indirectly (including, without limitation, through the disposition or transfer of control of another Person), sell, assign, donate, transfer, pledge, hypothecate, grant any option with respect to or otherwise dispose of any interest in (or enter into an agreement or understanding with respect to the foregoing) any Voting Securities (a "Disposition"), except as set forth below in this Section 4.1. Without limiting the generality of the foregoing, any sale of securities held by any Shareholder or any of its Affiliates which is currently (or following the passage of time, the occurrence of any event or the giving of notice), directly or indirectly, exchangeable or exercisable for, or convertible into, any Voting Securities shall constitute a Disposition of such Voting Securities. Dispositions may be effected by a Shareholder during the Standstill Period as follows: (a) No Dispositions of any nature of the shares of Common Stock acquired pursuant to the Exchange Agreement may be made prior to the first anniversary of the acquisition of shares of Common Stock pursuant to the Exchange Agreement, except pursuant to Sections 4.1(e) and 4.1(f). For avoidance of doubt, nothing in this Section 4.1(a) shall impose limitations on Dispositions of the TPG Group Block or the Laidlaw Block. (b) As of the date of the acqxxxxxxxn acquisition of shares of Common sharxx xx Xommon Stock pursuant to the Exchange Agreement (the "Purchase Date"), with respect to the Shares and any other shares of Common Stock acquired in compliance with the Original Agreement, and after the first anniversary of the Purchase Date, with respect to the Conversion Shares, Dispositions of Voting Securities may be made at any time in compliance with the Registration Rights Agreement. (c) As of the Purchase Date, with respect to the Shares and any other shares of Common Stock acquired in compliance with the Original Agreement, and after the first anniversary of the Purchase Date, with respect to all other Conversion Shares, Dispositions of Voting Securities may be made pursuant to sales effected in accordance with Rule 144 under the Securities Act (a "Rule 144 Sale"); provided that such Dispositions shall not be made to any Person who or which would immediately thereafter, to the knowledge of such Shareholder, any of its Affiliates, or such Shareholder's broker, beneficially own Voting Securities representing 9% or more of the Total Voting Power (and such Person shall have provided a certificate to such effect). (d) As of the Purchase Date, with respect to the Shares and any other shares of Common Stock acquired in compliance with the Original Agreement, and after the first anniversary of the Purchase Date, with respect to the Conversion Shares, Dispositions may be made to any Person (other than pursuant to a Reorganization Transaction) that would, following such sale, beneficially own no more than 9% of the Total Voting Power (and such Person shall have provided a certificate to such effect). (e) Dispositions may be made pursuant to a merger transaction or other business combinations or a tender offer for outstanding shares of Common Stock which is recommended to the shareholders of the Company generally by at least a majority of the entire Board of Directors, on the terms and conditions of such transaction available to all other holders of shares of Common Stock. (f) Dispositions may be made by a Shareholder to (i) any other Shareholder or (ii) any Related Person of any Shareholder that executes an instrument in form and substance satisfactory to the Company in which it makes the representations and warranties set forth in Section 1.3(b) as of the date of the execution of such instrument and agrees to be bound by the terms of this Agreement as if an original signatory to this Agreement (such transferee, a "Related Transferee"), in which case such Related Transferee shall thereafter be a "Shareholder" for all purposes of this Agreement. (g) With respect to Voting Securities which are, by their terms, convertible into or exercisable or exchangeable for other Voting Securities such conversion, exercise or exchange shall not be deemed a Disposition. Without limiting the foregoing, the Company acknowledges that the exchange of shares of Senior Preferred Stock for Conversion Shares shall not be a Disposition. (h) Each Shareholder agrees that during the Standstill Period, without the consent of the managing underwriter(s) in an underwritten offering in respect of the Company's Voting Securities, it will not effect any sale or distribution of Voting Securities (other than in connection with such Shareholder's own registration pursuant to paragraph (b) of this Section 4.1), including a Rule 144 Sale, during the ten (10) day period prior to, and during the ninety (90) day period beginning on, the effective date of the registration statement filed by the Company in respect of such underwritten offering, or any shorter period as may apply to the Company and its affiliates.

Restrictions on Dispositions. During the Standstill Period, each Shareholder shall not, and shall cause its Affiliates not to, directly or indirectly (including, without limitation, through the disposition or transfer of control of another Person), sell, assign, donate, transfer, pledge, hypothecate, grant any option with respect to or otherwise dispose of any interest in (or enter into an agreement or understanding with respect to the foregoing) any Voting Securities (a "“Disposition"”), except as set forth below in this Section 4.1. Without limiting the generality of the foregoing, any sale of securities held by any Shareholder or any of its Affiliates which is currently (or following the passage of time, the occurrence of any event or the giving of notice), directly or indirectly, exchangeable or exercisable for, or convertible into, any Voting Securities shall constitute a Disposition of such Voting Securities. Dispositions may be effected by a Shareholder during the Standstill Period as follows: (a) No Dispositions of any nature of the shares of Common Stock acquired pursuant to the Exchange Agreement may be made prior to the first anniversary of the acquisition of shares of Common Stock pursuant to the Exchange Agreement, except pursuant to Sections 4.1(e) and 4.1(f). For avoidance of doubt, nothing in this Section 4.1(a) shall impose limitations on Dispositions of the TPG Group Block or the Laidlaw Lxxxxxx Block. (b) As of the date of the acqxxxxxxxn acquisition of shares of Common Stock pursuant to the Exchange Agreement (the "“Purchase Date"”), with respect to the Shares and any other shares of Common Stock acquired in compliance with the Original Agreement, and after the first anniversary of the Purchase Date, with respect to the Conversion Shares, Dispositions of Voting Securities may be made at any time in compliance with the Registration Rights Agreement. (c) As of the Purchase Date, with respect to the Shares and any other shares of Common Stock acquired in compliance with the Original Agreement, and after the first anniversary of the Purchase Date, with respect to all other Conversion Shares, Dispositions of Voting Securities may be made pursuant to sales effected in accordance with Rule 144 under the Securities Act (a "“Rule 144 Sale"”); provided that such Dispositions shall not be made to any Person who or which would immediately thereafter, to the knowledge of such Shareholder, any of its Affiliates, or such Shareholder's ’s broker, beneficially own Voting Securities representing 9% or more of the Total Voting Power (and such Person shall have provided a certificate to such effect). (d) As of the Purchase Date, with respect to the Shares and any other shares of Common Stock acquired in compliance with the Original Agreement, and after the first anniversary of the Purchase Date, with respect to the Conversion Shares, Dispositions may be made to any Person (other than pursuant to a Reorganization Transaction) that would, following such sale, beneficially own no more than 9% of the Total Voting Power (and such Person shall have provided a certificate to such effect). (e) Dispositions may be made pursuant to a merger transaction or other business combinations or a tender offer for outstanding shares of Common Stock which is recommended to the shareholders of the Company generally by at least a majority of the entire Board of Directors, on the terms and conditions of such transaction available to all other holders of shares of Common Stock. (f) Dispositions may be made by a Shareholder to (i) any other Shareholder or (ii) any Related Person of any Shareholder that executes an instrument in form and substance satisfactory to the Company in which it makes the representations and warranties set forth in Section 1.3(b) as of the date of the execution of such instrument and agrees to be bound by the terms of this Agreement as if an original signatory to this Agreement (such transferee, a "“Related Transferee"”), in which case such Related Transferee shall thereafter be a "“Shareholder" ” for all purposes of this Agreement. (g) With respect to Voting Securities which are, by their terms, convertible into or exercisable or exchangeable for other Voting Securities such conversion, exercise or exchange shall not be deemed a Disposition. Without limiting the foregoing, the Company acknowledges that the exchange of shares of Senior Preferred Stock for Conversion Shares shall not be a Disposition. (h) Each Shareholder agrees that during the Standstill Period, without the consent of the managing underwriter(s) in an underwritten offering in respect of the Company's ’s Voting Securities, it will not effect any sale or distribution of Voting Securities (other than in connection with such Shareholder's ’s own registration pursuant to paragraph (b) of this Section 4.1), including a Rule 144 Sale, during the ten (10) day period prior to, and during the ninety (90) day period beginning on, the effective date of the registration statement filed by the Company in respect of such underwritten offering, or any shorter period as may apply to the Company and its affiliates.

Restrictions on Dispositions. During the Standstill Period, each Shareholder shall not, and shall cause its Affiliates not to, directly or indirectly (including, without limitation, through the disposition or transfer of control of another Person), sell, assign, donate, transfer, pledge, hypothecate, grant any option with respect to or otherwise dispose of any interest in (or enter into an agreement or understanding with respect to the foregoing) any Voting Securities (a "Disposition"), except as set forth below in this Section 4.1. Without limiting the generality of the foregoing, any sale of securities held by any Shareholder or any of its Affiliates which is currently (or following the passage of time, the occurrence of any event or the giving of notice), directly or indirectly, exchangeable or exercisable for, or convertible into, any Voting Securities shall constitute a Disposition of such Voting Securities. Dispositions may be effected by a Shareholder during the Standstill Period as follows: (a) No Dispositions of any nature of the shares of Common Stock acquired pursuant to the Exchange Agreement may be made prior to the first second anniversary of the acquisition of shares of Common Stock pursuant to the Exchange Agreement, Second Closing Date except pursuant to Sections Section 4.1(e) and or 4.1(f). For avoidance of doubt, nothing in this Section 4.1(a) shall impose limitations on Dispositions of the TPG Group Block or the Laidlaw Block. (b) As of After the date of the acqxxxxxxxn of shares of Common Stock pursuant to the Exchange Agreement (the "Purchase Date"), with respect to the Shares and any other shares of Common Stock acquired in compliance with the Original Agreement, and after the first second anniversary of the Purchase Second Closing Date, with respect to the Conversion Shares, Dispositions of Voting Securities may be made at any time in compliance with the Registration Rights Agreement. (c) As of After the Purchase Date, with respect to the Shares and any other shares of Common Stock acquired in compliance with the Original Agreement, and after the first second anniversary of the Purchase Second Closing Date, with respect to all other Conversion Shares, Dispositions of Voting Securities may be made pursuant to sales effected in accordance with Rule 144 under the Securities Act (a "Rule 144 Sale"); provided that such Dispositions shall not be made to any Person who or which would immediately thereafter, to the knowledge of such Shareholder, any of its Affiliates, or such Shareholder's broker, beneficially own Voting Securities representing 9% or more of the Total Voting Power (and such Person shall have provided a certificate to such effect).accordance (d) As of After the Purchase Date, with respect to the Shares and any other shares of Common Stock acquired in compliance with the Original Agreement, and after the first second anniversary of the Purchase Second Closing Date, with respect to the Conversion Shares, Dispositions may be made to any Person (other than pursuant to a Reorganization Transaction) that would, following such sale, beneficially own no more than 9% of the Total Voting Power (and such Person shall have provided a certificate to such effect). (e) Dispositions may be made pursuant to a merger transaction or other business combinations or a tender offer for all of the outstanding shares of Common Stock which is recommended to the shareholders of the Company generally by at least a majority of the entire Board of Directors, on the terms and conditions of such transaction available to all other holders of shares of Common Stock. (f) Dispositions may be made by a Shareholder to (i) any other Shareholder or (ii) any Related Person Affiliate of any Shareholder that executes an instrument in form and substance satisfactory to the Company in which it makes the representations and warranties set forth in Section 1.3(b) as of the date of the execution of such instrument and agrees to be bound by the terms of this Agreement as if an original signatory to this Agreement (such transferee, a "Related Transferee"), in which case such Related Transferee shall thereafter be a "Shareholder" for all purposes of this Agreement. (g) With respect to Voting Securities which are, by their terms, convertible into or exercisable or exchangeable for other Voting Securities such conversion, exercise or exchange shall not be deemed a Disposition. Without limiting the foregoing, the Company acknowledges that the exchange of shares of Senior Preferred Stock for Conversion Shares shall not be a Disposition. (h) Each Shareholder agrees that during the Standstill Period, without the consent of the managing underwriter(s) in an underwritten offering in respect of the Company's Voting Securities, it will not effect any sale or distribution of Voting Securities (other than in connection with such Shareholder's own registration pursuant to paragraph (b) of this Section 4.1), including a Rule 144 Sale, during the ten (10) day period prior to, and during the ninety (90) day period beginning on, the effective date of the registration statement filed by the Company in respect of such underwritten offering, or any shorter period as may apply to the Company and its affiliates.

Restrictions on Dispositions. During the Standstill Period, each Shareholder shall not, and shall cause its Affiliates not to, directly or indirectly (including, without limitation, through the disposition or transfer of control of another Person), sell, assign, donate, transfer, pledge, hypothecate, grant any option with respect to or otherwise dispose of any interest in (or enter into an agreement or understanding with respect to the foregoing) any Voting Securities (a "Disposition"), except as set forth below in this Section 4.1. Without limiting the generality of the foregoing, any sale of securities held by any Shareholder or any of its Affiliates which is currently (or following the passage of time, the occurrence of any event or the giving of notice), directly or indirectly, exchangeable or exercisable for, or convertible into, any Voting Securities shall constitute a Disposition of such Voting Securities. Dispositions may be effected by a Shareholder during the Standstill Period as follows: (a) No Dispositions of any nature of the shares of Common Stock acquired pursuant to the Exchange Agreement may be made prior to the first anniversary of the acquisition of shares of Common Stock pursuant to the Exchange Agreement, except pursuant to Sections 4.1(e) and 4.1(f). For avoidance of doubt, nothing in this Section 4.1(a) shall impose limitations on Dispositions of the TPG Group Block or the Laidlaw Xxxxxxx Block. (b) As of the date of the acqxxxxxxxn acquisition of shares of Common Stock pursuant to the Exchange Agreement (the "Purchase Date"), with respect to the Shares and any other shares of Common Stock acquired in compliance with the Original Agreement, and after the first anniversary of the Purchase Date, with respect to the Conversion Shares, Dispositions of Voting Securities may be made at any time in compliance with the Registration Rights Agreement. (c) As of the Purchase Date, with respect to the Shares and any other shares of Common Stock acquired in compliance with the Original Agreement, and after the first anniversary of the Purchase Date, with respect to all other Conversion Shares, Dispositions of Voting Securities may be made pursuant to sales effected in accordance with Rule 144 under the Securities Act (a "Rule 144 Sale"); provided that such Dispositions shall not be made to any Person who or which would immediately thereafter, to the knowledge of such Shareholder, any of its Affiliates, or such Shareholder's broker, beneficially own Voting Securities representing 9% or more of the Total Voting Power (and such Person shall have provided a certificate to such effect). (d) As of the Purchase Date, with respect to the Shares and any other shares of Common Stock acquired in compliance with the Original Agreement, and after the first anniversary of the Purchase Date, with respect to the Conversion Shares, Dispositions may be made to any Person (other than pursuant to a Reorganization Transaction) that would, following such sale, beneficially own no more than 9% of the Total Voting Power (and such Person shall have provided a certificate to such effect). (e) Dispositions may be made pursuant to a merger transaction or other business combinations or a tender offer for outstanding shares of Common Stock which is recommended to the shareholders of the Company generally by at least a majority of the entire Board of Directors, on the terms and conditions of such transaction available to all other holders of shares of Common Stock. (f) Dispositions may be made by a Shareholder to (i) any other Shareholder or (ii) any Related Person of any Shareholder that executes an instrument in form and substance satisfactory to the Company in which it makes the representations and warranties set forth in Section 1.3(b) as of the date of the execution of such instrument and agrees to be bound by the terms of this Agreement as if an original signatory to this Agreement (such transferee, a "Related Transferee"), in which case such Related Transferee shall thereafter be a "Shareholder" for all purposes of this Agreement. (g) With respect to Voting Securities which are, by their terms, convertible into or exercisable or exchangeable for other Voting Securities such conversion, exercise or exchange shall not be deemed a Disposition. Without limiting the foregoing, the Company acknowledges that the exchange of shares of Senior Preferred Stock for Conversion Shares shall not be a Disposition. (h) Each Shareholder agrees that during the Standstill Period, without the consent of the managing underwriter(s) in an underwritten offering in respect of the Company's Voting Securities, it will not effect any sale or distribution of Voting Securities (other than in connection with such Shareholder's own registration pursuant to paragraph (b) of this Section 4.1), including a Rule 144 Sale, during the ten (10) day period prior to, and during the ninety (90) day period beginning on, the effective date of the registration statement filed by the Company in respect of such underwritten offering, or any shorter period as may apply to the Company and its affiliates.