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

Restrictions on Transfers by Management Stockholders. (a) Except as provided in Section 3.03, each Management Stockholder and each Permitted Transferee of such Management Stockholder may transfer its Company Securities only as follows: (i) in a transfer made in compliance with Section 4.01 or 4.02, or as permitted or required by any employment contract between the Company or any Subsidiary and an employee; (ii) subject to the Public Offering Limitations, in a Public Offering in connection with the exercise of its rights under Section 5.02 hereof; (iii) in a transfer made at the conclusion of the Applicable Holdback Period (as defined in Section 5.03) following a Public Offering, in compliance with Rule 144 promulgated under the Securities Act; PROVIDED, HOWEVER, that until the Restriction Termination Date, the Aggregate Ownership of such Management Stockholder as a result of such transfer shall be equal to or exceed the greater of (x) 50% of such Management Stockholder's Initial Ownership and (y) the percentage of such Management Stockholder's Initial Ownership that is equal to the Aggregate Ownership of the DLJ Entities as a percentage of the DLJ Entities' Initial Ownership; or (iv) following the Restriction Termination Date, to any Third Party other than an Adverse Person for consideration consisting solely of cash; PROVIDED, HOWEVER, that the number of Common Shares transferred by such Management Stockholder pursuant to this Section 3.04(a)(iv) in any twelve month period shall not exceed 20% of such Management Stockholder's Aggregate Ownership at the beginning of such twelve month period.

Restrictions on Transfers by Management Stockholders. (a) Except as provided in Section 3.03, each Each Management Stockholder and each Permitted Transferee of such Management Stockholder may transfer its Company Securities only as follows: (i) in a transfer made in compliance with Section 4.01 or 4.02, or as permitted or required by any employment contract between the Company or any Subsidiary and an employee4.01; (ii) subject to the Public Offering Limitations, in a Public Offering in connection with the exercise of its rights under Section 5.02 Article 5 hereof; (iii) in a transfer made at after the conclusion of the Applicable Holdback Period (as defined in Section 5.03) following a Initial Public Offering, in compliance with pursuant to a registration statement on Form S-8 (or any successor form) or pursuant to the exemption from registration provided under Rule 144 promulgated under the Securities Act; PROVIDED144, HOWEVER, PROVIDED that until the later of (A) the third anniversary of the IPO and (B) the Restriction Termination Date, such sales cannot reduce the Aggregate Ownership of Stockholder's ownership to (or occur at a time when such Management Stockholder as a result of such transfer shall be equal to or exceed Stockholder's ownership is otherwise) below the greater of (xX) 50% of such Management Stockholder's his or her Initial Ownership and (yY) that percentage of his or her Initial Ownership as equals the percentage of such Management Stockholder's the DLJMB Entities' collective Initial Ownership that is equal to remaining after previous dispositions by the Aggregate Ownership of the DLJ Entities as a percentage of the DLJ DLJMB Entities' Initial Ownership; or (iv) following the Restriction Termination Date, to (A) any Third Party other than an Adverse Person or any person deemed inappropriate by the Board or (B) any Third Party through a national securities exchange, in each case for consideration consisting solely of cash; , PROVIDED, HOWEVERhowever, that the number of Common Shares transferred by such Management Stockholder pursuant to this Section 3.04(a)(iv) amount sold in any twelve 12-month period shall may not exceed 20% of the Company Securities beneficially owned by such Management Stockholder's Aggregate Ownership at Stockholder on the beginning date of such twelve month periodthe Initial Public Offering.

Restrictions on Transfers by Management Stockholders. (a) Except as provided in Section 3.03, each Each Management Stockholder and each Permitted Transferee of such Management Stockholder may transfer its Company Securities only as follows: (i) in a transfer made in compliance with Section 4.01 or 4.02, or as permitted or required by any employment contract between the Company or any Subsidiary and an employee; (ii) subject to the Public Offering Limitations, in a Public Offering in connection with the exercise of its rights under Section 5.02 hereof; (iii) in a transfer made at the conclusion of the Applicable Holdback Period (as defined in Section 5.03) following a Public Offering, in compliance with Rule 144 promulgated under the Securities Act; PROVIDED, HOWEVER, that until the Restriction Termination Date, the Aggregate Ownership of such Management Stockholder as a result of such transfer shall be equal to or exceed the greater of (x) 50% of such Management Stockholder's Initial Ownership and (y) the percentage of such Management Stockholder's Initial Ownership that is equal to the Aggregate Ownership of the DLJ Entities as a percentage of the DLJ Entities' Initial Ownership; or (iv) following the Restriction Termination Date, to any Third Party other than an Adverse Person for consideration consisting solely of cash; PROVIDED, HOWEVER, that the number of Common Shares transferred by such Management Stockholder pursuant to this Section 3.04(a)(iv3.04 (a)(iv) in any twelve month period shall not exceed 20% of such Management Stockholder's Aggregate Ownership at the beginning of such twelve month period.

Restrictions on Transfers by Management Stockholders. (a) Except as provided in Section 3.03, each Each Management Stockholder and each Permitted Transferee of such Management Stockholder may transfer its Company Securities only as follows: (i) in a transfer made in compliance with Section 4.01 4.1 or 4.024.2, 4.3 or as permitted or required by the Thermadyne Investment Program, the Thermadyne New Option Program or any employment contract between the Company or any Subsidiary and an employee; (ii) subject to the Public Offering Limitations, in a Public Offering in connection with the exercise of its rights under Section 5.02 Article 5 hereof; (iii) in a transfer made at the conclusion of the Applicable Holdback Period (as defined in Section 5.03) following a Public Offering, in compliance with Rule 144 promulgated under the Securities Act; PROVIDEDprovided, HOWEVERhowever, that until the Restriction Termination Date, the Aggregate Ownership of such Management Stockholder as a result of such transfer shall be equal to or exceed the greater of (x) 50% of such Management Stockholder's Initial Ownership of Common Stock and (y) the percentage of such Management Stockholder's Initial Ownership that is equal to the Aggregate Ownership of the DLJ Entities as a percentage of the DLJ Entities' Initial Ownership; or (iv) following the Restriction Termination Date, to any Third Party other than an Adverse Person for consideration consisting solely of cash; PROVIDED, HOWEVERprovided, however, that the number of Common Shares transferred by such Management Stockholder pursuant to this Section 3.04(a)(iv) in any twelve twelve-month period shall not exceed 20% of the greater of (x) such Management Stockholder's Aggregate Ownership at the beginning of such twelve month periodperiod and (y) such Management Stockholder's Aggregate Ownership as of the date hereof.