Common use of Restrictions on Transfer of Securities Clause in Contracts

Restrictions on Transfer of Securities. (a) Transfer of Securities Other than Executive Securities. No holder of any Securities (other than THL and CIVC) may sell, transfer, assign, pledge, be redeemed, have repurchased, or otherwise dispose of (a "Transfer") any interest in any Stockholder Shares or Partnership Securities (other than the Transfer of Executive Securities pursuant to the Executive Agreements) without the prior written consent of THL (which consent will not be unreasonably withheld), except pursuant to (i) the provisions of this paragraph 2, (ii) pursuant to a Public Sale or (iii) pursuant to a Sale of the Company or Sale of the Partnership, as applicable (with it being understood that any such Transfer for which the consent of THL has been obtained shall nonetheless be subject to the restrictions on Transfer set forth in this paragraph 2). Transfers (other than pledges) by THL and CIVC are subject to paragraph 2(c) hereof. Pledges of Securities by THL and the exercise of rights and remedies with respect thereto (including, without limitation, the foreclosure or realization upon, or sale or other disposition of, such Securities in respect of such pledge or in lieu thereof), shall not be restricted by the provisions of this Agreement or the Partnership Agreement, and, without limiting the generality of the foregoing, shall not be subject to paragraph 2(c) hereof. The Company hereby irrevocably consents to the admission as a Substitute Limited Partner (as defined in the Partnership Agreement) of any successor to THL as the owner of any Securities pursuant to the exercise of any rights and remedies with respect to such pledge pursuant to Section 11.1 of the Partnership Agreement (subject to the requirements of Section 11.4 of the Partnership Agreement and to the immediately following sentence of this paragraph 2(a)). Neither THL nor CIVC will sell, transfer or otherwise convey any Securities to any person who directly or indirectly owns (beneficially or otherwise) more than 5% of any class of securities of any entity engaged in the yellow pages business without the prior written consent of the other party other than pursuant to a Sale of the Company or a Sale of the Partnership.

Restrictions on Transfer of Securities. 1.1. Restrictions on Transfers of Securities. The following restrictions on Transfer (as defined in Section 1.1(a) below) shall apply to all Securities owned by any Investor or Permitted Transferee (as defined in Section 1.1(b) below), except a Permitted Transferee by virtue of Section 1.1(b)(iv) hereof: (a) No Investor or Permitted Transferee other than the JCP Funds shall Transfer of Securities Other than Executive Securities. No holder of any Securities (other than THL and CIVC) may sell, transfer, assign, pledge, be redeemed, have repurchased, in connection with a redemption or otherwise dispose of (a "Transfer"purchase by the Company) any interest in any Stockholder Shares or Partnership Securities (other than the Transfer of Executive Securities pursuant to the Executive Agreements) without the prior written consent of THL (which consent will not be unreasonably withheld), except pursuant to unless (i) such Transfer is to a person approved in advance in writing by the Required Holders (as defined in Section 2.2(a)), and (ii) such Transfer complies with the provisions of this Section 1.1 and Article II hereof. Any purported Transfer in violation of this Agreement shall be null and void and of no force and effect, and the purported transferee shall have no rights or privileges in or with respect to the Company. As used herein, “Transfer” includes the making of any sale, exchange, assignment, hypothecation, gift, security interest, pledge or other encumbrance, or any contract therefor, any voting trust or other agreement or arrangement with respect to the transfer or grant of voting rights (except for the voting agreement set forth in Article III hereof) or any other beneficial interest in any of the Securities, the creation of any other claim thereto or any other transfer or disposition whatsoever, whether voluntary or involuntary, affecting the right, title, interest or possession in or to such Securities. Prior to any proposed Transfer of any Securities, the holder thereof shall give written notice to the Company describing the manner and circumstances of the proposed Transfer, together with, if requested by the Company, a written opinion of legal counsel, addressed to the Company and the transfer agent for the Company’s equity securities, if other than the Company, and reasonably satisfactory in form and substance to the Company, to the effect that the proposed Transfer of the Securities may be effected without registration under the Securities Act of 1933, as amended (the “Securities Act”). Each certificate evidencing the Securities transferred shall bear the legends set forth in Section 1.2(a) hereof, except that such certificate shall not bear the legend contained in the first paragraph 2of Section 1.2(a) hereof if the opinion of counsel referred to above is to the further effect that such legends is not required in order to establish compliance with any provision of the Securities Act. Nothing in this Section 1.1(a) shall prevent the Transfer, free of any restrictions under this Agreement, of Securities by an Investor or a Permitted Transferee to one or more of its Permitted Transferees or to the Company; provided, however, that each such Permitted Transferee (except a Permitted Transferee by virtue of Section 1.1(b)(iv) hereof) shall take such Securities subject to and be fully bound by the terms of this Agreement applicable to it with the same effect as if it were an Investor (or if the Permitted Transferee were a Management Investor, a Management Investor) hereunder; and provided further, however, that (i) no person (other than a Permitted Transferee by virtue of Section 1.1(b)(iv) hereof) shall be a Permitted Transferee unless such transferee executes and delivers a joinder to this Agreement reasonably satisfactory in form and substance to the Company which joinder states that such person agrees to be fully bound by this Agreement as if it were an Investor (or if the transferor to the Permitted Transferee is a Management Investor hereunder, as a Management Investor) hereunder, and (ii) no Transfer shall be effected except in compliance with the registration requirements of the Securities Act and any applicable state securities laws or pursuant to a Public Sale or an available exemption therefrom. (iiib) pursuant to a Sale of the Company or Sale of the PartnershipAs used herein, as applicable (with it being understood that any such Transfer for which the consent of THL has been obtained “Permitted Transferee” shall nonetheless be subject to the restrictions on Transfer set forth in this paragraph 2). Transfers (other than pledges) by THL and CIVC are subject to paragraph 2(c) hereof. Pledges of Securities by THL and the exercise of rights and remedies with respect thereto (including, without limitation, the foreclosure or realization upon, or sale or other disposition of, such Securities in respect of such pledge or in lieu thereof), shall not be restricted by the provisions of this Agreement or the Partnership Agreement, and, without limiting the generality of the foregoing, shall not be subject to paragraph 2(c) hereof. The Company hereby irrevocably consents to the admission as a Substitute Limited Partner (as defined in the Partnership Agreement) of any successor to THL as the owner of any Securities pursuant to the exercise of any rights and remedies with respect to such pledge pursuant to Section 11.1 of the Partnership Agreement (subject to the requirements of Section 11.4 of the Partnership Agreement and to the immediately following sentence of this paragraph 2(a)). Neither THL nor CIVC will sell, transfer or otherwise convey any Securities to any person who directly or indirectly owns (beneficially or otherwise) more than 5% of any class of securities of any entity engaged in the yellow pages business without the prior written consent of the other party other than pursuant to a Sale of the Company or a Sale of the Partnership.mean:

Restrictions on Transfer of Securities. (a) Transfer The holders of Securities Other than Executive Securities. No holder of any Securities (other than THL and CIVC) may sell, transfer, assign, pledge, be redeemed, have repurchased, or otherwise dispose of (a "Transfer") shall not Transfer any interest in any Stockholder Shares or Partnership Securities except for Transfers (other than the Transfer of Executive Securities pursuant to the Executive Agreementsi) without with the prior written consent of THL all of the Disinterested Managers (which consent will not may be unreasonably withheldgranted or withheld in their sole discretion), except pursuant to (i) the provisions of this paragraph 2, (ii) within each Member's Family Group, if an individual, or to such Member's Affiliates or any other Securityholder, if not an individual, (iii) pursuant to a Public Sale Sale, (iv) pursuant to SECTION 9.4 or 9.5, (iiiv) pursuant to a Sale of the Company or Sale of Company, (vi) pursuant to SECTION 2.7(b) (subject to the Partnershiplimitations contained therein), as applicable SECTION 2.11(c) and SECTION 9.6(b) (with it being understood that subject to any limitations contained therein) (any such Transfer for in (i) through (vi), an "EXEMPT TRANSFER"), (vii) which the consent of THL has been obtained shall nonetheless be subject are Primary Warrantholder Transfers, or (viii) pursuant to the restrictions on Transfer set forth in other provisions of this paragraph 2). Transfers (other than pledges) by THL and CIVC are subject to paragraph 2(c) hereof. Pledges of Securities by THL and the exercise of rights and remedies with respect thereto ARTICLE IX (including, without limitation, Secondary Warrantholder Transfers made pursuant to the foreclosure provisions of SECTION 9.2; PROVIDED THAT no holder of Securities shall Transfer any interest in any Class C Common Units within such Member's Family Group so long as any principal or realization upon, or sale interest on any promissory note issued by such Member to the Company for the purchase of Class C Common Units remains unpaid. Any Transfer by any Member of any Securities or other disposition of, such Securities interest in respect of such pledge or the Company in lieu thereof), shall not be restricted by the provisions contravention of this Agreement or which would cause the Partnership AgreementCompany to not be treated as a partnership for U.S. federal income tax purposes shall be void and ineffectual and shall not bind or be recognized by the Company or any other party. No purported assignee shall have any right to any profits, and, without limiting the generality losses or distributions of the foregoingCompany, and the transferor shall not be subject to paragraph 2(c) hereof. The Company hereby irrevocably consents to the admission as a Substitute Limited Partner (as defined in the Partnership Agreement) retain all of any successor to THL as the owner of any Securities pursuant to the exercise of any its rights and remedies obligations hereunder with respect to such pledge the Transfer Securities or other interest in the Company unless already a Member or until the purported assignee is admitted as a Member pursuant to Section 11.1 of the Partnership Agreement (subject to the requirements of Section 11.4 of the Partnership Agreement and to the immediately following sentence of this paragraph 2(a)). Neither THL nor CIVC will sell, transfer or otherwise convey any Securities to any person who directly or indirectly owns (beneficially or otherwise) more than 5% of any class of securities of any entity engaged in the yellow pages business without the prior written consent of the other party other than pursuant to a Sale of the Company or a Sale of the PartnershipSECTION 10.1.

Restrictions on Transfer of Securities. (a) Transfer of Securities Other than Executive Securities. No holder of any Securities (other than THL The Stockholder understands and CIVC) may sellagrees that the Certificate, transferthe Certificate Consideration, assign, pledge, the Acquisition Note and the Three Year Note to be redeemed, have repurchased, or otherwise dispose of (a "Transfer") any interest in any Stockholder Shares or Partnership Securities (other than the Transfer of Executive Securities issued pursuant to the Executive Agreements) without the prior written consent of THL (which consent Sections 1.2 and 1.3 above will not be unreasonably withheldhave been registered under the Securities Act of 1933, as amended (the "Securities Act"), except and will be issued in one or more transactions that are exempt from such registration requirements pursuant to (iSection 4(2) the provisions of this paragraph 2, (ii) pursuant to a Public Sale or (iii) pursuant to a Sale of the Company or Sale Securities Act and/or Rule 506 of Regulation D promulgated thereunder, will be deemed to be "restricted securities" within the Partnership, as applicable (with it being understood that any such Transfer for which the consent of THL has been obtained shall nonetheless be subject to the restrictions on Transfer meaning set forth in this paragraph 2)Rule 144 under the Securities Act, may not be resold without registration under, or an exemption, from the registration requirements of the Securities Act, and that the Company will impose stop transfer instructions against the shares of the Certificate and Certificate Consideration. Transfers (other than pledges) by THL and CIVC are subject to paragraph 2(c) hereof. Pledges of Securities by THL The Certificate, the Certificate Consideration, the Acquisition Note and the exercise of rights and remedies with respect thereto (including, without limitation, the foreclosure or realization upon, or sale or other disposition of, such Securities in respect of such pledge or in lieu thereof), shall not be restricted by the provisions of this Agreement or the Partnership Agreement, and, without limiting the generality of the foregoing, shall not be subject to paragraph 2(c) hereof. The Company hereby irrevocably consents to the admission as a Substitute Limited Partner (as defined in the Partnership Agreement) of any successor to THL as the owner of any Securities Three Year Note issued pursuant to Sections 1.2 and 1.3 shall bear substantially the exercise of any rights and remedies with respect to such pledge pursuant to Section 11.1 of the Partnership Agreement following legend: [THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN/THIS PROMISSORY NOTE HAS NOT BEEN] THE SUBJECT OF REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE AND THE SAME HAS/HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. [THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE/THIS PROMISSORY NOTE MAY NOT BE] SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF (subject to the requirements of Section 11.4 of the Partnership Agreement and to the immediately following sentence of this paragraph 2(a)). Neither THL nor CIVC will sellI) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR (II) AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER OR DISPOSITION DOES NOT VIOLATE THE ACT, transfer or otherwise convey any Securities to any person who directly or indirectly owns (beneficially or otherwise) more than 5% of any class of securities of any entity engaged in the yellow pages business without the prior written consent of the other party other than pursuant to a Sale of the Company or a Sale of the PartnershipTHE RULES AND REGULATIONS THEREUNDER, OR APPLICABLE STATE SECURITIES LAWS.

Restrictions on Transfer of Securities. (a) Transfer Until the Company's initial distribution of securities in an underwritten public offering to the general public pursuant to a registration statement filed with and declared effective by the Securities Other than Executive and Exchange Commission pursuant to the Securities Act of 1933, as amended, which results in aggregate gross proceeds to the Company of at least $21 million (the "Public Offering"), each Stockholder hereby agrees not to sell, assign, dispose of, transfer, pledge or hypothecate any Securities. No holder , whether by operation of law or otherwise, except as expressly permitted by this Agreement. (b) Notwithstanding the provisions of subsection (a) above, if subsequent to five years from the date hereof any Stockholder (the "Selling Stockholder") desires to sell, assign, transfer or otherwise dispose of any Securities (other the "Offered Securities"), such Selling Stockholder shall first obtain a bona fide written offer for such disposition (which must be for cash) from an independent and unrelated third party. Upon receipt of such offer, the Selling Stockholder shall deliver to the Company, to the Investor and to the Founders written notice (the "Notice") setting forth the terms and conditions for the disposition, and the name and address of the person making such offer, together with a copy of the offer. The Company shall have the option to purchase all, but not less than THL all, of the Offered Securities upon the same terms and CIVCconditions set forth in the Notice. Such option shall be exercised by written notice (the "Company Notice") may selldelivered by the Company to the Selling Stockholder and to the Investor and the Founders within 30 days after receipt by the Company of the Notice, which Notice shall specify the time (not more than 30 days after the date thereof) and a place of closing. If the Company does not exercise such option with respect to all the Offered Securities, the Investor and the Founders shall have the option to purchase all, but not less than all, of the Offered Securities upon the same terms and conditions set forth in the Notice; provided, however, that if the aggregate amount of Securities desired to be purchased by the Investor and the Founders exceeds the total amount of Offered Securities, then the Investor and any Founders who desire to so purchase (the "Purchasing Parties") shall be entitled to purchase a pro rata number of such Offered Securities which is equal to the number of Offered Securities multiplied by a fraction, the numerator of which is the number of Common Shares owned by such Purchasing Party and the denominator of which is the total number of Common Shares owned by all Purchasing Parties; provided, further, that if a Purchasing Party elects to purchase less than its pro rata interest, the portion of its pro rata interest not purchased by it shall be purchased by the Purchasing Parties who desire to acquire in excess of their pro rata interests on a pro rata basis or as determined by all Purchasing Parties. Such option shall be exercised by written notice delivered to the Selling Stockholder within 20 days after expiration of the 30 day period. The closing of a purchase by the Purchasing Parties shall occur at the principal executive offices of the Company on the 45th business day after the expiration of the 20 day period. At closing, payment shall be made to the Selling Stockholder by certified or bank cashier's check made payable to the order of the Selling Stockholder, or by wire transfer of immediately available funds, against delivery by the Selling Stockholder of certificates representing the Offered Securities, duly endorsed for transfer, assignfree and clear of all liens and encumbrances. If the Company, pledgethe Investor and the Founders shall not elect to acquire all the Offered Securities, be redeemedthe Selling Stockholder may make a disposition of the Offered Securities, have repurchased, or otherwise dispose of (a "Transfer") any interest in any Stockholder Shares or Partnership Securities (other than the Transfer of Executive Securities pursuant but only to the Executive Agreements) without person making the prior written consent bona fide offer on terms and conditions no more favorable to such person than those contained in the Notice; provided, however, that such disposition must occur within 90 days after the expiration of THL (which consent will not the 20 day period and the acquirer must agree to be unreasonably withheld), except pursuant to (i) bound by all the provisions of this Agreement, including this paragraph 21. If such disposition has not been consummated within such period, the Offered Securities shall again become subject to all of the restrictions of this Agreement. (iic) pursuant The provisions of subsection (b) above shall not apply to sales, assignments, transfers or dispositions of the Securities to a Public Sale Stockholder's spouse or lineal descendants (iii) pursuant or trusts for their benefit); provided, however, that the transferee agrees in writing to a Sale of the Company or Sale of the Partnership, as applicable (with it being understood that any such Transfer for which the consent of THL has been obtained shall nonetheless be subject to the restrictions on Transfer set forth in this paragraph 2). Transfers (other than pledges) by THL and CIVC are subject to paragraph 2(c) hereof. Pledges of Securities by THL and the exercise of rights and remedies with respect thereto (including, without limitation, the foreclosure or realization upon, or sale or other disposition of, such Securities in respect of such pledge or in lieu thereof), shall not be restricted bound by the provisions of this Agreement Agreement; and provided, further, however, that this will not eliminate the Company's buy-back rights or the Partnership Agreement, and, without limiting the generality obligations relating to stock of the foregoing, shall not be subject to paragraph 2(c) hereof. The Company hereby irrevocably consents to the admission as a Substitute Limited Partner (as defined in the Partnership Agreement) an employee upon termination of any successor to THL as the owner of any Securities pursuant to the exercise of any rights and remedies with respect to such pledge pursuant to Section 11.1 of the Partnership Agreement (subject to the requirements of Section 11.4 of the Partnership Agreement and to the immediately following sentence of this paragraph 2(a)). Neither THL nor CIVC will sell, transfer or otherwise convey any Securities to any person who directly or indirectly owns (beneficially or otherwise) more than 5% of any class of securities of any entity engaged in the yellow pages business without the prior written consent of the other party other than pursuant to a Sale of the Company or a Sale of the Partnershipemployment.