Common use of Restrictions; Permitted Transfers Clause in Contracts

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 makes a distribution or dividend of Company Shares to its stockholders, members or partners, then the Transfer restrictions contained in 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.

Restrictions; Permitted Transfers. Except as set forth herein, without (a) Without the prior written consent of the Company, no Management Stockholder Holder shall make Transfer any Transfer, directly or indirectly, through an Affiliate or otherwiseshares of Common Stock. The preceding sentence shall not apply to the Warrants, but shall apply with respect to all Company Shares 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 Management Stockholder (including all Options and all Company Shares that may be acquired or received upon the exercise or settlement of any Option)Holder, regardless of the manner in which such Management Stockholder Holder initially acquired such Company Shares. Notwithstanding the foregoingshares of Common Stock or securities convertible into or exchangeable into or exercisable for shares of Common Stock (including Options, the following Transfers by a Management Stockholder shall be permitted at any time: (a) Transfers pursuant to Section 4 (Piggyback Rightswarrants 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 Transfer after a Qualified Public Offering;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 Transfer to such Management Stockholder’s estate upon the death shares of such Management Stockholder or Common Stock pursuant to a domestic relations order in settlement Permitted Transfer (other than a Transfer of marital property rights;the Warrants) unless the Required Consents shall have been obtained. (d) No Holder or Legacy Stockholder will Transfer any Transfer permitted pursuant to shares of Common Stock beneficially owned by it except in compliance with Section 2(a) or required pursuant to 2 and this Section 2(b); and3, as applicable. (e) with the prior written consent Any purported Transfer in violation 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 makes a distribution or dividend of Company Shares to its stockholders, members or partners, then the Transfer restrictions contained in 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 limitationbe null and void.

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 makes a distribution or dividend of Company Shares to its stockholders, members or partners, then the Transfer restrictions contained in 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 determined and shall 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.

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 Registration Rights); (b) any Transfer after a Qualified Public OfferingOffering of the Company; (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), Section 2(c) or Section 2(e) or required pursuant to Section 2(b), Section 2(d) or Section 2(f); 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, and (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 purposesStockholder; 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 knowing or intentional 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 Parent and their its 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 makes a distribution or dividend of Company Shares to its stockholders, members or partners, then the Transfer restrictions contained in 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.