Common use of Restrictions on Transfers; Permitted Transferees Clause in Contracts

Restrictions on Transfers; Permitted Transferees. (a) Each Stockholder hereby agrees that such Stockholder will not, directly or indirectly, offer, sell, assign, pledge, encumber or otherwise transfer any Shares or solicit any offers to purchase or otherwise acquire or make a pledge of any Shares unless such offer, sale, assignment, pledge, encumbrance or other transfer (i) is approved by the Board of Directors of the Company, which approval shall not be unreasonably withheld (it being understood, however, that without limiting the generality of the foregoing, such approval shall be withheld if the transfer in question could affect the applicability of Section 351(a) of the Internal Revenue Code, as amended) to the transactions resulting in the initial issuance of Shares by the Company, (ii) either is not subject to or complies with the requirements of this Agreement or (iii) either is made pursuant to an effective registration statement under the Securities Act and has been registered under all applicable state securities or “blue sky” laws or is not required to be so registered because of the availability of an exemption from registration under the Securities Act and all applicable state securities or “blue sky” laws; provided, that the availability of such an exemption shall, if reasonably requested by the Company, be confirmed by an opinion of counsel, which opinion of counsel shall be reasonably satisfactory to the Company. (b) Except in the case of a sale of Shares pursuant to an effective registration statement under the Securities Act or a sale of Shares pursuant to a transaction complying with Rule 144, no Stockholder shall sell, assign, pledge, encumber or otherwise transfer any Shares to any Person (regardless of the manner in which such Stockholder initially acquired such Shares) nor shall the Company register the transfer of any Shares to any Person (all Persons acquiring Shares from a Stockholder, regardless of the method of transfer, shall be referred to as “Transferees”) unless (i) the certificates representing such Shares bear legends as provided in Section 3.2 hereof and (ii) such Transferee shall have executed and delivered to the Company, as a condition precedent to any acquisition of Shares, an instrument in form and substance satisfactory to the Company confirming that such Transferee takes such Shares subject to all the terms and conditions of this Agreement applicable to the transferor of such Shares, and agrees to be bound by the terms of this Agreement. The Company shall not register the transfer of any Shares to any Person except in accordance with this Agreement. (c) Except as specifically contemplated hereby, no Stockholder shall grant any proxy or enter into or agree to be bound by any voting trust with respect to any Shares nor shall any Stockholder enter into any stockholder agreements or arrangements of any kind with any Person with respect to any Shares inconsistent with the provisions of this Agreement (whether or not such agreements and arrangements are with other Stockholders or holders of Shares who are not parties to this Agreement), including but not limited to, agreements or arrangements with respect to the acquisition, disposition or voting of Shares in any manner which is inconsistent with the provisions of this Agreement, nor shall any Stockholder act, for any reason, as a member of a group or in concert with any other Persons (other than Permitted Transferees) in connection with the acquisition, disposition or voting of Shares in any manner which is inconsistent with the provisions of this Agreement. (d) Beginning with the date that is six (6) months from the date of this Agreement (unless the approval of the Board of Directors of the Company is obtained prior to such date), none of the restrictions contained in this Agreement with respect to transfers of Shares shall apply: (i) to any transfer by any Stockholder to any spouse, child, parent, sibling or grandchild of such Stockholder, or by any of such relatives to such Stockholder or to any one or more of such relatives, or by any Stockholder or any such relatives to a trust, corporation, partnership, limited liability company or limited liability partnership, all of the beneficial interests in which shall be held by such Stockholder or one or more of such relatives; (ii) to any transfer to a legal representative of any Stockholder in the event such Stockholder becomes mentally incompetent; (iii) to any transfer by will or the laws of descent; or (iv) to any transfer by any Stockholder to an Affiliate of such Stockholder; provided that, in the case of each transfer qualifying under one of clauses (i) through (iv) above, each Transferee (including executors and administrators of a Stockholder, a “Permitted Transferee”) agrees to take the Shares transferred to it subject to and to comply with the provisions of this Agreement. For the purposes hereof, the Permitted Transferees of a Stockholder shall include the Permitted Transferees of such Stockholder’s Permitted Transferees.

Restrictions on Transfers; Permitted Transferees. (a) Each Stockholder hereby Holder, severally and not jointly, agrees and acknowledges that such Stockholder Holder will not, directly or indirectly, offer, sell, assign, pledge, encumber or otherwise transfer any Shares Restricted Securities or solicit any offers to purchase or otherwise acquire or make a pledge of any Shares unless such offerRestricted Securities, sale, assignment, pledge, encumbrance or other transfer except in the case of (i) is approved by the Board a sale of Directors of the Company, which approval shall not be unreasonably withheld (it being understood, however, that without limiting the generality of the foregoing, such approval shall be withheld if the transfer in question could affect the applicability of Section 351(a) of the Internal Revenue Code, as amended) to the transactions resulting in the initial issuance of Shares by the Company, (ii) either is not subject to or complies with the requirements of this Agreement or (iii) either is made Restricted Securities pursuant to an effective registration statement under the Securities Act and has been registered under all applicable state securities or “blue sky” laws or is not required to be so registered because of the availability of an exemption from registration under the Securities Act and all applicable state securities or “blue sky” laws; providedAct, that the availability of such an exemption shall, if reasonably requested by the Company, be confirmed by an opinion of counsel, which opinion of counsel shall be reasonably satisfactory to the Company. (b) Except in the case of a sale of Shares pursuant to an effective registration statement under the Securities Act or a sale of Shares pursuant to a transaction complying with Rule 144, no Stockholder shall sell, assign, pledge, encumber or otherwise transfer any Shares to any Person (regardless of the manner in which such Stockholder initially acquired such Shares) nor shall the Company register the transfer of any Shares to any Person (all Persons acquiring Shares from a Stockholder, regardless of the method of transfer, shall be referred to as “Transferees”) unless (i) the certificates representing such Shares bear legends as provided in Section 3.2 hereof and (ii) such Transferee shall have executed and delivered to the Companya Tag-Along Sale or (iii) a Bring-Along Sale, as a condition precedent to any acquisition of Shares, an instrument in form and substance satisfactory to the Company confirming that such Transferee takes such Shares subject to all the terms and conditions of this Agreement applicable to the transferor of such Shares, and agrees to be bound by the terms of this Agreement. The Company shall not register the transfer of any Shares to any Person except each case otherwise in accordance with this Agreement. (cb) Except as specifically contemplated hereby, no Stockholder Holder shall grant any proxy or enter into or agree to be bound by any voting trust with respect to any Shares Restricted Securities nor shall any Stockholder Holder enter into any stockholder agreements or arrangements of any kind with any Person with respect to any Shares Restricted Securities inconsistent with the provisions of this Agreement (whether or not such agreements and arrangements are with other Stockholders or holders Holders of Shares Restricted Securities who are not parties to this Agreement), including but not limited to, agreements or arrangements arrangement with respect to the acquisition, disposition or voting of Shares in any manner which is inconsistent with the provisions of this AgreementRestricted Securities, nor shall any Stockholder Holder act, for any reason, as a member of a group or in concert with any other Persons (other than Permitted Transferees) in connection with the acquisition, disposition or voting of Shares Restricted Securities in any manner which is inconsistent with the provisions of this Agreement. (dc) Beginning with the date that is six (6) months from the date of this Agreement (unless the approval of the Board of Directors of the Company is obtained prior to such date), none None of the restrictions contained in this Agreement with respect to transfers of Shares Restricted Securities shall apply: (i) apply with respect to any transfer or assignment by any Stockholder to any spouse, child, parent, sibling or grandchild of such Stockholder, or by any of such relatives to such Stockholder or to any one or more of such relatives, or by any Stockholder or any such relatives to a trust, corporation, partnership, limited liability company or limited liability partnership, all of the beneficial interests in which shall be held by such Stockholder or one or more of such relatives; (ii) to any transfer to a legal representative of any Stockholder in the event such Stockholder becomes mentally incompetent; (iii) to any transfer by will or the laws of descent; or (iv) to any transfer by any Stockholder Holder to an Affiliate of such Stockholder; Holder, provided thatsuch Holder obtains the prior written of the Company to such transfer or assignment (which consent shall not be unreasonably withheld), and provided further that such transferee or assignee (a "Permitted Transferee") shall have executed and delivered to the Company, as a condition precedent to any acquisition of Restricted Securities, a Joinder Agreement substantially in the case form of each transfer qualifying under one Exhibit B hereto (a "Joinder Agreement") confirming that such Permitted Transferee takes such Restricted Securities subject to all the terms and conditions of clauses (i) through (iv) above, each Transferee (including executors this Agreement and administrators of a Stockholder, a “Permitted Transferee”) agrees to take be bound by the Shares transferred terms thereof. The Company shall not transfer upon its books any Restricted Securities to it subject to and to comply any Person except in accordance with the provisions of this Agreement. For the purposes hereof, the Permitted Transferees of a Stockholder Holder shall include the Permitted Transferees of such Stockholder’s Holder's Permitted Transferees.

Restrictions on Transfers; Permitted Transferees. (a) Each Stockholder hereby Holder, severally and not jointly, agrees and acknowledges that such Stockholder Holder will not, directly or indirectly, offer, sell, assign, pledge, encumber or otherwise transfer any Shares Restricted Securities or solicit any offers to purchase or otherwise acquire or make a pledge of any Shares unless such offerRestricted Securities, sale, assignment, pledge, encumbrance or other transfer except (i) is approved by the Board of Directors of the Company, which approval shall not be unreasonably withheld (it being understood, however, that without limiting the generality of the foregoing, such approval shall be withheld if the transfer in question could affect the applicability of Section 351(a) of the Internal Revenue Code, as amended) to the transactions resulting in the initial issuance case of Shares by the Company, (iiA) either is not subject to or complies with the requirements a sale of this Agreement or (iii) either is made Restricted Securities pursuant to an effective registration statement under the Securities Act and has been registered under all applicable state securities Act, (B) a Tag-Along Sale or “blue sky” laws (C) a Bring-Along Sale, in each case otherwise in accordance with this Agreement, or is not required to be so registered because of the availability of an exemption from registration under the Securities Act and all applicable state securities or “blue sky” laws; provided, that the availability of such an exemption shall, if reasonably requested by the Company, be confirmed by an opinion of counsel, which opinion of counsel shall be reasonably satisfactory to the Company. (b) Except in the case of a sale of Shares pursuant to an effective registration statement under the Securities Act or a sale of Shares pursuant to a transaction complying with Rule 144, no Stockholder shall sell, assign, pledge, encumber or otherwise transfer any Shares to any Person (regardless of the manner in which such Stockholder initially acquired such Shares) nor shall the Company register the transfer of any Shares to any Person (all Persons acquiring Shares from a Stockholder, regardless of the method of transfer, shall be referred to as “Transferees”) unless (i) the certificates representing such Shares bear legends as provided in Section 3.2 hereof and (ii) such Transferee shall have executed and delivered pursuant to the Company, as a condition precedent to any acquisition of Shares, an instrument in form and substance satisfactory to the Company confirming that such Transferee takes such Shares subject to all the terms and conditions of this that certain Put Option Agreement applicable to of even date herewith by and between the transferor of such Shares, Company and agrees to be bound by the terms of this Agreement. The Company shall not register the transfer of any Shares to any Person except in accordance with this AgreementHolders. (cb) Except as specifically contemplated hereby, no Stockholder Holder shall grant any proxy or enter into or agree to be bound by any voting trust with respect to any Shares Restricted Securities, nor shall any Stockholder Holder enter into any stockholder agreements or arrangements of any kind with any Person with respect to any Shares Restricted Securities inconsistent with the provisions of this Agreement (whether or not such agreements and arrangements are with other Stockholders or holders Holders of Shares Restricted Securities who are not parties to this Agreement), including but not limited to, agreements or arrangements with respect to the acquisition, disposition or voting of Shares in any manner which is inconsistent with the provisions of this AgreementRestricted Securities, nor shall any Stockholder Holder act, for any reason, as a member of a group or in concert with any other Persons (other than Permitted Transferees) in connection with the acquisition, disposition or voting of Shares Restricted Securities in any manner which is inconsistent with the provisions of this Agreement. (dc) Beginning with the date that is six (6) months from the date of this Agreement (unless the approval of the Board of Directors of the Company is obtained prior to such date), none None of the restrictions contained in this Agreement with respect to transfers of Shares Restricted Securities shall apply: (i) apply with respect to any transfer or assignment by any Stockholder to any spouse, child, parent, sibling or grandchild of such Stockholder, or by any of such relatives to such Stockholder or to any one or more of such relatives, or by any Stockholder or any such relatives to a trust, corporation, partnership, limited liability company or limited liability partnership, all of the beneficial interests in which shall be held by such Stockholder or one or more of such relatives; (ii) to any transfer to a legal representative of any Stockholder in the event such Stockholder becomes mentally incompetent; (iii) to any transfer by will or the laws of descent; or (iv) to any transfer by any Stockholder Holder to an Affiliate of such Stockholder; Holder, provided thatsuch Holder obtains the prior written consent of the Company to such transfer or assignment (which consent shall not be unreasonably withheld), in the case of each transfer qualifying under one of clauses and provided further that such transferee or assignee (i) through (iv) above, each Transferee (including executors and administrators of a Stockholder, a “Permitted Transferee”) shall have executed and delivered to the Company, as a condition precedent to any acquisition of Restricted Securities, a Joinder Agreement substantially in the form of Exhibit B hereto (a “Joinder Agreement”) confirming that such Permitted Transferee takes such Restricted Securities subject to all the terms and conditions of this Agreement and agrees to take be bound by the Shares transferred terms thereof. The Company shall not transfer upon its books any Restricted Securities to it subject to and to comply any Person except in accordance with the provisions of this Agreement. For the purposes hereof, the Permitted Transferees of a Stockholder Holder shall include the Permitted Transferees of such StockholderHolder’s Permitted Transferees.

Restrictions on Transfers; Permitted Transferees. (a) Each Stockholder hereby Company and each Holder, severally and not jointly, agrees and acknowledges that Company or such Stockholder Holder, as applicable, will not, directly or indirectly, offer, issue, sell, assign, pledge, encumber or otherwise transfer (each, a "Transfer") any Shares shares of Common Stock or Convertible Securities or solicit any offers to purchase or otherwise acquire or make a pledge of any Shares shares of Common Stock or Convertible Securities unless such offer, sale, assignment, pledge, encumbrance or other transfer (i) is approved by Transfer complies with the Board provisions of Directors of the Company, which approval shall not be unreasonably withheld (it being understoodthis Agreement; provided, however, that immediately prior to an IPO the parties hereto agree to negotiate in good faith and without limiting seeking any additional compensation to establish an arrangement that both (x) permits the generality Holders and the Holders' Permitted Transferees hereunder to Transfer their equity securities of the foregoingCompany without the Transfer being subject to the provisions of this Agreement, such approval shall be withheld if including any Transfer restrictions (other than those restrictions imposed by Section 3.2 and 3.3 hereof) and (y) preserves the transfer in question could affect the applicability of Section 351(a) rights of the Internal Revenue CodeTCW Investors to designate and cause the TCW Directors to serve on the Board under Article II and, as amended) to the transactions resulting in extent practicable, to preserve such other rights as the initial issuance of Shares by the Company, (ii) either is not subject to or complies with the requirements of this Agreement or (iii) either is made pursuant to an effective registration statement under the Securities Act and has been registered under all applicable state securities or “blue sky” laws or is not required to be so registered because of the availability of an exemption from registration under the Securities Act and all applicable state securities or “blue sky” laws; provided, that the availability of such an exemption shall, if reasonably requested by the Company, be confirmed by an opinion of counsel, which opinion of counsel shall be reasonably satisfactory to the CompanyTCW Investors deem significant. (b) Except in the case No Holder shall Transfer any shares of a sale of Shares pursuant to an effective registration statement under the Common Stock or Convertible Securities Act or a sale of Shares pursuant to a transaction complying with Rule 144, no Stockholder shall sell, assign, pledge, encumber or otherwise transfer any Shares to any Person (regardless of the manner in which such Stockholder Holder initially acquired such Sharesshares or securities) nor shall the Company register the transfer Transfer any shares of any Shares Common Stock or Convertible Securities to any Person (all Persons acquiring Shares or receiving a Transfer of shares of Common Stock or Convertible Securities from a StockholderHolder or from Company or from one of their respective Permitted Transferees, regardless of the method of transferTransfer, shall be referred to collectively as “"Transferees”) " and individually as a "Transferee"), unless (i) the certificates representing such Shares shares of Common Stock or Convertible Securities bear legends as provided in Section 3.2 3.4 hereof and (ii) such Transferee shall have executed and delivered to Company and the CompanyTCW Investors, as a condition precedent to any acquisition Transfer of Sharesshares of Common Stock or Convertible Securities, an instrument in form and substance satisfactory to Company and the Company TCW Investors confirming that such Transferee takes such Shares shares or securities subject to all the terms and conditions of this Agreement applicable to the transferor of such SharesAgreement, and agrees to be bound by the terms of this AgreementAgreement to the same extent as the Holder from whom the Transfer was made. The Company shall not register the transfer upon its books any shares of any Shares Common Stock or Convertible Securities to any Person except in accordance with this AgreementAgreement and any attempted Transfer that is not in compliance with the terms hereof shall be void. Notwithstanding the foregoing, this Section 3.1(b) shall not apply to: (i) Permitted Issuances by Company approved by the Board or, as applicable, approved by the Compensation Committee; (ii) Any Transfer by the TCW Investors, by TAMCO, by the TCW Investors' Permitted Transferees, or by TAMCO's Permitted Transferees, in each case, to any Transferee; or (iii) Any Transfer by any of the Holders (other than TCW Investors, TAMCO, TCW Investors' Permitted Transferees or TAMCO's Permitted Transferees) or such Holder's respective Permitted Transferees; provided that immediately after giving effect to such Transfer, all Holders and Permitted Transferees who are then parties to this Agreement own and control (including, without limitation, the power to vote for directors and approve amendments to the Charter Documents) at least a majority of the outstanding shares of Common Stock measured on both an actual and fully diluted basis (assuming, with respect solely to the determination of outstanding shares on a fully diluted basis, the exercise of all Convertible Securities as of the time of determination); provided, further, that with respect to Transfers under this clause (iii) by Holdings and its Permitted Transferees, Holdings and its Permitted Transferees first comply with the provisions of Sections 3.2 and 3.3 hereof. (c) Except as specifically contemplated hereby, no Stockholder Holder shall grant any proxy or enter into or agree to be bound by any voting trust with respect to any Shares shares of Common Stock or Convertible Securities nor shall any Stockholder Holder enter into any stockholder agreements or arrangements of any kind with any Person with respect to any Shares shares of Common Stock or Convertible Securities inconsistent with the provisions of this Agreement (whether or not such agreements and arrangements are with other Stockholders Holders or holders of Shares shares of Common Stock or Convertible Securities who are not parties to this Agreement), including including, but not limited to, agreements or arrangements with respect to the acquisition, disposition or voting of Shares in any manner which is inconsistent with the provisions shares of this AgreementCommon Stock, nor shall any Stockholder Holder act, for any reason, as a member of a group or in concert with any other Persons (other than Permitted Transferees) in connection with the acquisition, disposition or voting of Shares shares of Common Stock or Convertible Securities in any manner which is inconsistent with the provisions of this Agreement. (d) Beginning with the date that is six (6) months from the date The provisions of this Agreement (unless the approval of the Board of Directors of the Company is obtained prior to such date), none of the restrictions contained in this Agreement with respect to transfers of Shares Section 3.2 and 3.3 hereof shall not apply: (i) to any transfer Transfer (for consideration or as a gift) by any Stockholder Holder to any spouse, child, parent, sibling or grandchild of such StockholderHolder, or by any of such relatives to such Stockholder Holder or to any one or more of such relatives, or by any Stockholder Holder or any such relatives to a trust, corporation, partnership, limited liability company or limited liability partnership, all trust of the beneficial interests in which shall be held by such Stockholder or there are no principal beneficiaries other than one or more of such relatives; (ii) to any transfer Transfer to a legal representative of any Stockholder in the event such Stockholder any Holder becomes mentally incompetent; (iii) to any transfer Transfer by will or the laws of descent; or (iv) with respect to a Holder which is a corporation, partnership or limited liability company, to any transfer Transfer by such Holder to any Stockholder Affiliate thereof; (v) to bona fide pledgees of shares of Common Stock or Convertible Securities by a Holder to Company, a bank or other financial institution in order to secure indebtedness for borrowed money incurred by such Holder in order to finance or refinance the purchase of shares of Common Stock or Convertible Securities or to pay taxes related to the sale of such shares or securities by such Holder; (vi) with respect to any Holder which is a limited partnership, to the partners, or a liquidating trust for the benefit of the partners, of such Holder in accordance with the provisions of the limited partnership agreement governing such Holder as then in effect; (vii) to any Transfer to any Affiliate of the TCW Investors or TAMCO; (viii) subject to applicable securities laws, to any Transfer by Jefferies to an Affiliate employee of such StockholderJefferies; provided that, in the case of that with respect to each transfer qualifying under one of clauses (i) through (iv) aboveviii), each Transferee Transferee, donee, distributee or pledgee (including executors and administrators of a Stockholder, a “"Permitted Transferee”") agrees to take the Shares transferred to it such shares subject to and to comply with the provisions of this AgreementSection 3.1(b) hereof. For the purposes hereof, the Permitted Transferees of a Stockholder Holder shall include the Permitted Transferees of such Stockholder’s Holder's Permitted Transferees.

Restrictions on Transfers; Permitted Transferees. (a) Each Stockholder hereby Holder, severally and not jointly, agrees and acknowledges that such Stockholder Holder will not, directly or indirectly, offer, sell, assign, pledge, encumber or otherwise transfer any Shares Restricted Securities or solicit any offers to purchase or otherwise acquire or make a pledge of any Shares unless such offerRestricted Securities, sale, assignment, pledge, encumbrance or other transfer except in the case of (i) is approved by the Board a sale of Directors of the Company, which approval shall not be unreasonably withheld (it being understood, however, that without limiting the generality of the foregoing, such approval shall be withheld if the transfer in question could affect the applicability of Section 351(a) of the Internal Revenue Code, as amended) to the transactions resulting in the initial issuance of Shares by the Company, (ii) either is not subject to or complies with the requirements of this Agreement or (iii) either is made Restricted Securities pursuant to an effective registration statement under the Securities Act and has been registered under all applicable state securities or “blue sky” laws or is not required to be so registered because of the availability of an exemption from registration under the Securities Act and all applicable state securities or “blue sky” laws; providedAct, that the availability of such an exemption shall, if reasonably requested by the Company, be confirmed by an opinion of counsel, which opinion of counsel shall be reasonably satisfactory to the Company. (b) Except in the case of a sale of Shares pursuant to an effective registration statement under the Securities Act or a sale of Shares pursuant to a transaction complying with Rule 144, no Stockholder shall sell, assign, pledge, encumber or otherwise transfer any Shares to any Person (regardless of the manner in which such Stockholder initially acquired such Shares) nor shall the Company register the transfer of any Shares to any Person (all Persons acquiring Shares from a Stockholder, regardless of the method of transfer, shall be referred to as “Transferees”) unless (i) the certificates representing such Shares bear legends as provided in Section 3.2 hereof and (ii) such Transferee shall have executed and delivered to the Companya Tag-Along Sale or (iii) a Bring-Along Sale, as a condition precedent to any acquisition of Shares, an instrument in form and substance satisfactory to the Company confirming that such Transferee takes such Shares subject to all the terms and conditions of this Agreement applicable to the transferor of such Shares, and agrees to be bound by the terms of this Agreement. The Company shall not register the transfer of any Shares to any Person except each case otherwise in accordance with this Agreement. (cb) Except as specifically contemplated hereby, no Stockholder Holder shall grant any proxy or enter into or agree to be bound by any voting trust with respect to any Shares Restricted Securities, nor shall any Stockholder Holder enter into any stockholder agreements or arrangements of any kind with any Person with respect to any Shares Restricted Securities inconsistent with the provisions of this Agreement (whether or not such agreements and arrangements are with other Stockholders or holders Holders of Shares Restricted Securities who are not parties to this Agreement), including but not limited to, agreements or arrangements with respect to the acquisition, disposition or voting of Shares in any manner which is inconsistent with the provisions of this AgreementRestricted Securities, nor shall any Stockholder Holder act, for any reason, as a member of a group or in concert with any other Persons (other than Permitted Transferees) in connection with the acquisition, disposition or voting of Shares Restricted Securities in any manner which is inconsistent with the provisions of this Agreement. (dc) Beginning with the date that is six (6) months from the date of this Agreement (unless the approval of the Board of Directors of the Company is obtained prior to such date), none None of the restrictions contained in this Agreement with respect to transfers of Shares Restricted Securities shall apply: (i) apply with respect to any transfer or assignment by any Stockholder to any spouse, child, parent, sibling or grandchild of such Stockholder, or by any of such relatives to such Stockholder or to any one or more of such relatives, or by any Stockholder or any such relatives to a trust, corporation, partnership, limited liability company or limited liability partnership, all of the beneficial interests in which shall be held by such Stockholder or one or more of such relatives; (ii) to any transfer to a legal representative of any Stockholder in the event such Stockholder becomes mentally incompetent; (iii) to any transfer by will or the laws of descent; or (iv) to any transfer by any Stockholder Holder to an Affiliate of such Stockholder; Holder, provided thatsuch Holder obtains the prior written consent of the Company to such transfer or assignment (which consent shall not be unreasonably withheld), in the case of each transfer qualifying under one of clauses and provided further that such transferee or assignee (i) through (iv) above, each Transferee (including executors and administrators of a Stockholder, a “Permitted Transferee”) shall have executed and delivered to the Company, as a condition precedent to any acquisition of Restricted Securities, a Joinder Agreement substantially in the form of Exhibit A hereto (a “Joinder Agreement”) confirming that such Permitted Transferee takes such Restricted Securities subject to all the terms and conditions of this Agreement and agrees to take be bound by the Shares transferred terms thereof. The Company shall not transfer upon its books any Restricted Securities to it subject to and to comply any Person except in accordance with the provisions of this Agreement. For the purposes hereof, the Permitted Transferees of a Stockholder Holder shall include the Permitted Transferees of such StockholderHolder’s Permitted Transferees.