Restrictions; Permitted Transfers Sample Clauses

Restrictions; Permitted Transfers. Except as set forth herein, without the prior written consent of the Company, no Management Stockholder shall make any Transfer, directly or indirectly, through an Affiliate or otherwise. The preceding sentence shall apply with respect to all Company Shares held at any time by a Management Stockholder (including all Options and all Company Shares that may be acquired or received upon the exercise or settlement of any Option), regardless of the manner in which such Management Stockholder initially acquired such Company Shares. Notwithstanding the foregoing, the following Transfers by a Management Stockholder shall be permitted at any time: (a) Transfers pursuant to Section 4 (Piggyback Rights); (b) any Transfer after a Qualified Public Offering; (c) any Transfer to such Management Stockholder’s estate upon the death of such Management Stockholder or pursuant to a domestic relations order in settlement of marital property rights; (d) any Transfer permitted pursuant to Section 2(a) or required pursuant to Section 2(b); and (e) with the prior written consent of the Company (such consent not to be unreasonably withheld or delayed, provided that the withholding of consent in order to avoid registration requirements under applicable securities laws shall be deemed reasonable per se), (1) to a trust or other entity controlled by the Management Stockholder for estate planning purposes, (2) to family members (as defined in Form S-8 under the Securities Act) of the Management Stockholder and (3) solely with respect to the Senior Management Team, for charitable giving purposes; provided, however, that in the case of each of clauses (a), (b), (c) and (e) above, each such Transfer complies with the terms of this Agreement and applicable securities laws and the terms of any underwriting agreement, rules and regulations in effect at the time of the Transfer, and that in no event will Transfers by a Management Stockholder to a Competitor be permitted; provided, further, however, that in the case of each of clauses (a), (b), (c) and (e) above, no Transfer shall be permitted at any time unless the Company is reasonably satisfied that such Transfer would not violate applicable Regulatory Laws or cause or result in any Stockholder or other Person (other than the Sponsors and their Transferees) to have a greater than a 4.9% direct or indirect ownership interest in the Company. Notwithstanding anything to the contrary contained in this Agreement, in the event that a Sponsor make...