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

Restrictions on Transfers by Management Shareholders. (a) Except as provided in Section 3.3, each Management Shareholder and each Permitted Transferee of such Management Shareholder may Transfer its Shares only as follows or as set forth in Section 3.5(b): (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) in a Transfer made after an Initial Public Offering in compliance with Rule 144 under the Securities Act; provided, however, notwithstanding the foregoing, the Management Shareholder may not Transfer an aggregate number of Shares of any class of Equity Securities that, together with all prior Transfers of such class by such Management 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 Management Shareholders' Initial Proportionate Equity Interest of such class; (iv) following the tenth anniversary of the Closing Date to any Third Party other than an Adverse Person; or (v) subject to Section 3.6, a Transfer by a Management Shareholder to another Management Shareholder (a "Management Transfer"). (b) Each Management Shareholder and each Permitted Transferee of such Management Shareholder may Transfer its Shares to any Person other than an Adverse Person upon the occurrence of a Qualifying Public Offering.

Restrictions on Transfers by Management Shareholders. (a) Except as provided in Section 3.3, each Management Shareholder and each Permitted Transferee of such Management Shareholder may Transfer its Shares only as follows or as set forth in Section 3.5(b): (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) in a Transfer made after an Initial Public Offering in compliance with Rule 144 under the Securities Act; provided, however, notwithstanding the foregoing, the Management Shareholder may not Transfer an aggregate number of Shares of any class of Equity Securities that, together with all prior Transfers of such class by such Management 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 Management Shareholders' Initial Proportionate Equity Interest of such class; (iv) following the tenth anniversary of the Closing Date to any Third Party other than an Adverse Person; or (v) subject to Section 3.6, a Transfer by a Management Shareholder to another Management Shareholder (a "Management Transfer"). (b) Each Management Shareholder and each Permitted Transferee of such Management Shareholder may Transfer its Shares to any Person other than an Adverse Person upon the occurrence of a Qualifying Public Offering.