Common use of Restrictions on Transfers by Institutional Shareholders Clause in Contracts

Restrictions on Transfers by Institutional Shareholders. Except as provided in Section 3.3, each Institutional Shareholder and each Permitted Transferee of such Institutional Shareholder may Transfer its Shares and Equity Warrants only as follows: (i) in a Transfer made in compliance with Section 4.1 or 4.2; (ii) in a Public Offering in connection with the exercise of its rights under Article 5 hereof; (iii) following the earlier to occur of (A) the date on which the Percentage Ownership of such Institutional Shareholder and its Permitted Transferees is less than 25% of its Initial Ownership of shares of Common Stock and (B) the seventh anniversary of the Closing Date, to any Person other than any Adverse Person; or (iv) in a Transfer made after an Initial Public Offering in compliance with Rule 144 under the Securities Act; provided, however, notwithstanding the foregoing, the Institutional Shareholder may not Transfer an aggregate number of Shares of such class of Equity Securities that, together with all prior Transfers of such class by such Institutional Shareholder and its Permitted Transferees pursuant to one or more Rule 144 Transfers, represents more than (A) the aggregate number of Shares of such class Transferred by the THL Entities and their THL Designated Transferees (other than, in either case, to THL Designated Transferees) multiplied by (B) such Institutional Shareholders' Initial Proportionate Equity Interest of such class; provided, further, that, for purposes of this subsection (iv), the Equity Warrants shall be treated as part of the class of shares of Common Stock and the calculations described herein shall include the number of shares of Common Stock issuable upon exercise of such Equity Warrants. The "Initial Proportionate Equity Interest" of a party is such party's Initial Ownership of such class divided by the Initial Ownership of THL of such class.

Restrictions on Transfers by Institutional Shareholders. Except as provided in Section 3.3, each Institutional Shareholder and each Permitted Transferee of such Institutional Shareholder may Transfer its Shares and Equity Warrants only as follows: (i) in a Transfer made in compliance with Section 4.1 or 4.2; (ii) in a Public Offering in connection with the exercise of its rights under Article 5 hereof; (iii) following the earlier to occur of (A) the date on which the Percentage Ownership of such Institutional Shareholder and its Permitted Transferees is less than 25% of its Initial Ownership of shares of Common Stock and (B) the seventh anniversary of the Closing Date, to any Person other than any Adverse Person; or (iv) in a Transfer made after an Initial Public Offering in compliance with Rule 144 under the Securities Act; provided, however, notwithstanding the foregoing, the Institutional Shareholder may not Transfer an aggregate number of Shares of such class of Equity Securities that, together with all prior Transfers of such class by such Institutional Shareholder and its Permitted Transferees pursuant to one or more Rule 144 Transfers, represents more than (A) the aggregate number of Shares of such class Transferred by the THL Entities and their THL Designated Transferees (other than, in either case, to THL Designated Transferees) multiplied by MULTIPLIED BY (B) such Institutional Shareholders' Initial Proportionate Equity Interest of such class; provided, further, that, for purposes of this subsection (iv), the Equity Warrants shall be treated as part of the class of shares of Common Stock and the calculations described herein shall include the number of shares of Common Stock issuable upon exercise of such Equity Warrants. The "Initial Proportionate Equity Interest" of a party is such party's Initial Ownership of such class divided by the Initial Ownership of THL of such class.