Common use of Restrictions on Transfer of Incentive Equity Clause in Contracts

Restrictions on Transfer of Incentive Equity. Other than pursuant to -------------------------------------------- Tag-Along Rights, Registration Rights, and Other Exit Rights (as such terms are defined in the LOI and as such concepts may be incorporated in the agreements referred to in Section 5.4), Executive may not transfer its Incentive Equity at any time (subject to the LLC Agreement as contemplated by the LOI (the "LLC Agreement"), other than transfers of Incentive Equity for estate-planning purposes to immediate family members and trusts and/or other vehicles for the benefit of immediate family members) without the approval of a majority of the members of the Board who do not have a pecuniary interest in such transfer, which majority shall include, if provided for pursuant to the Investors' Agreement or LLC Agreement, a majority of the Madison Dearborn members of the Board.

Restrictions on Transfer of Incentive Equity. Other than pursuant to -------------------------------------------- Tag-Along Rights, Registration Rights, and Other Exit Rights with respect to his vested Incentive Equity (as such terms are defined in the LOI and as such concepts may be incorporated in the agreements referred to in Section 5.4), Executive may not transfer its his Incentive Equity at any time (subject to the LLC Agreement as contemplated by the LOI (the "LLC Agreement"), other than transfers of Incentive Equity for estate-planning purposes to immediate family members and trusts and/or other vehicles for the benefit of immediate family members) without the approval of the members of the Board holding a majority of the votes of all members of the Board who do not have a pecuniary interest in such transfer, which majority shall include, if provided for pursuant to include approval by members of the Investors' Agreement or LLC Agreement, Board holding a majority of the Madison Dearborn votes of all of the members of the BoardBoard designated by the Institutional Investors.