Common use of Restrictions; Permitted Transfers Clause in Contracts

Restrictions; Permitted Transfers. (a) Without the consent of the Company, no Holder shall Transfer any shares of Common Stock. The preceding sentence shall not apply to the Warrants, but shall apply with respect to all shares of Common Stock and, other than the Warrants, securities convertible into or exchangeable into or exercisable for shares of Common Stock (including Options, warrants (other than Warrants), restricted stock or restricted stock units) held at any time by a Holder, regardless of the manner in which such Holder initially acquired such shares of Common Stock or securities convertible into or exchangeable into or exercisable for shares of Common Stock (including Options, warrants other than Warrants, restricted stock or restricted stock units). (b) Notwithstanding anything else contained herein to the contrary, prior to the Control Event, if it should ever occur, each Holder agrees that it shall not, and shall not permit its Transferees (if any), to Transfer directly or indirectly any shares of Common Stock or any other Securities of the Company (including Warrants) to the Persons identified on Schedule I attached hereto. (c) Notwithstanding anything to the contrary, no Holder shall Transfer any shares of Common Stock pursuant to a Permitted Transfer (other than a Transfer of the Warrants) unless the Required Consents shall have been obtained. (d) No Holder or Legacy Stockholder will Transfer any shares of Common Stock beneficially owned by it except in compliance with Section 2 and this Section 3, as applicable. (e) Any purported Transfer in violation of this Section 3.1 shall be null and void.

Restrictions; Permitted Transfers. (a) Without Except as set forth herein, without the prior written consent of the Company, no Holder Management Stockholder shall Transfer make any shares of Common StockTransfer, directly or indirectly, through an Affiliate or otherwise. The preceding sentence shall not apply to the Warrants, but shall apply with respect to all shares of Common Stock and, other than the Warrants, securities convertible into or exchangeable into or exercisable for shares of Common Stock (including Options, warrants (other than Warrants), restricted stock or restricted stock units) Company Shares held at any time by a HolderManagement 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 Holder Management Stockholder initially acquired such shares of Common Stock or securities convertible into or exchangeable into or exercisable for shares of Common Stock Company Shares. Notwithstanding the foregoing, the following Transfers by a Management Stockholder shall be permitted at any time: (including Options, warrants other than Warrants, restricted stock or restricted stock unitsa) Transfers pursuant to Section 4 (Piggyback Rights).; (b) Notwithstanding anything else contained herein any Transfer after a Qualified Public Offering; (c) any Transfer to such Management Stockholder’s estate upon the contrary, 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 to the Control Event, if it should ever occur, each Holder agrees that it shall not, and shall not permit its Transferees (if any), to Transfer directly or indirectly any shares of Common Stock or any other Securities written consent of the Company (including Warrantssuch 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 Persons identified on Schedule I attached hereto. 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 contrarycontrary contained in this Agreement, no Holder shall in the event that a Sponsor makes a distribution or dividend of Company Shares to its stockholders, members or partners, then the Transfer any shares of Common Stock pursuant to a Permitted Transfer (other than a Transfer of the Warrants) unless the Required Consents shall have been obtained. (d) No Holder or Legacy Stockholder will Transfer any shares of Common Stock beneficially owned by it except restrictions contained in compliance with Section 2 and this Section 3, as applicable. (e) Any purported Transfer in violation of this Section 3.1 shall be null and voidlapse with respect to a Proportionate Percentage of each Management Stockholder’s Company Shares held on the date of such distribution, except that the limitations set forth in the provisos contained in the immediately preceding sentence shall continue to apply without limitation.

Restrictions; Permitted Transfers. (a) Without Except as set forth herein, without the prior written consent of the Company, no Holder Management Stockholder shall Transfer make any shares of Common StockTransfer, directly or indirectly, through an Affiliate or otherwise. The preceding sentence shall not apply to the Warrants, but shall apply with respect to all shares of Common Stock and, other than the Warrants, securities convertible into or exchangeable into or exercisable for shares of Common Stock (including Options, warrants (other than Warrants), restricted stock or restricted stock units) Company Shares held at any time by a HolderManagement 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 Holder Management Stockholder initially acquired such shares of Common Stock or securities convertible into or exchangeable into or exercisable for shares of Common Stock Company Shares. Notwithstanding the foregoing, the following Transfers by a Management Stockholder shall be permitted at any time: (including Options, warrants other than Warrants, restricted stock or restricted stock unitsa) Transfers pursuant to Section 4 (Piggyback Registration Rights).; (b) Notwithstanding anything else contained herein any Transfer after a Qualified Public Offering of the Company; (c) any Transfer to such Management Stockholder’s estate upon the contrary, prior death of such Management Stockholder or pursuant to the Control Event, if it should ever occur, each Holder agrees that it shall not, and shall not permit its Transferees a domestic relations order in settlement of marital property rights; (if anyd) any Transfer permitted pursuant to Section 2(a), Section 2(c) or Section 2(e) or required pursuant to Transfer directly Section 2(b), Section 2(d) or indirectly any shares of Common Stock or any other Securities Section 2(f); and (e) with the prior written consent of the Company (including Warrantssuch 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 Persons identified on Schedule I attached hereto. Management Stockholder for estate planning purposes, and (2) to family members (as defined in Form S-8 under the Securities Act) of the Management Stockholder; provided, however, that in the case of each of clauses (a), (b), (c) Notwithstanding anything 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 knowing or intentional Transfers by a Management Stockholder to a Competitor be permitted; provided, further, however, that in the contrarycase of each of clauses (a), (b), (c) and (e) above, no Holder 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 shares of Common Stock pursuant to a Permitted Transfer Stockholder or other Person (other than Parent and its Transferees) to have a Transfer of greater than a 4.9% direct or indirect ownership interest in the Warrants) unless the Required Consents shall have been obtainedCompany. (d) No Holder or Legacy Stockholder will Transfer any shares of Common Stock beneficially owned by it except in compliance with Section 2 and this Section 3, as applicable. (e) Any purported Transfer in violation of this Section 3.1 shall be null and void.

Restrictions; Permitted Transfers. (a) Without Except as set forth herein, without the prior written consent of the Company, no Holder Management Stockholder shall Transfer make any shares of Common StockTransfer, directly or indirectly, through an Affiliate or otherwise. The preceding sentence shall not apply to the Warrants, but shall apply with respect to all shares of Common Stock and, other than the Warrants, securities convertible into or exchangeable into or exercisable for shares of Common Stock (including Options, warrants (other than Warrants), restricted stock or restricted stock units) Company Shares held at any time by a HolderManagement 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 Holder Management Stockholder initially acquired such shares of Common Stock or securities convertible into or exchangeable into or exercisable for shares of Common Stock Company Shares. Notwithstanding the foregoing, the following Transfers by a Management Stockholder shall be permitted at any time: (including Options, warrants other than Warrants, restricted stock or restricted stock unitsa) Transfers pursuant to Section 4 (Piggyback Rights).; (b) Notwithstanding anything else contained herein any Transfer after a Qualified Public Offering; (c) any Transfer to such Management Stockholder’s estate upon the contrary, 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 to the Control Event, if it should ever occur, each Holder agrees that it shall not, and shall not permit its Transferees (if any), to Transfer directly or indirectly any shares of Common Stock or any other Securities written consent of the Company (including Warrantssuch 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 Persons identified on Schedule I attached hereto. 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 contrarycontrary contained in this Agreement, no Holder shall in the event that a Sponsor makes a distribution or dividend of Company Shares to its stockholders, members or partners, then the Transfer any shares of Common Stock pursuant to a Permitted Transfer (other than a Transfer of the Warrants) unless the Required Consents shall have been obtained. (d) No Holder or Legacy Stockholder will Transfer any shares of Common Stock beneficially owned by it except restrictions contained in compliance with Section 2 and this Section 3, as applicable. (e) Any purported Transfer in violation of this Section 3.1 shall lapse with respect to a Proportionate Percentage of each Management Stockholder’s Company Shares held on the date of such distribution, except that the limitations set forth in the provisos contained in the immediately preceding sentence shall continue to apply without limitation, it being understood that the lapse right described in this sentence shall be null determined and voidshall apply separately with respect to each class of Company Shares (e.g., (x) a dividend or distribution of Preferred Shares shall give rise to a lapse right with respect to Preferred Shares only, (y) a dividend or distribution of Non-Voting Shares shall give rise to a lapse right with respect to Non-Voting Shares only and (z) a dividend or distribution of Preferred Shares and Non-Voting Shares shall give rise to lapse rights with respect to each of the Preferred Shares and the Non-Voting Shares, but determinations with respect to the number of shares subject to the lapse right shall be determined on a class by class basis) including with respect to the determination of any Proportionate Percentage.