Common use of SALES OF CCC COMMON STOCK Clause in Contracts

SALES OF CCC COMMON STOCK. (a) Except with the consent of CCC, no Shareholder will, directly or indirectly, offer, sell, contract to sell, pledge or otherwise dispose of any shares of CCC Common Stock received by such Shareholder in the Merger as the Base Merger Consideration prior to the first anniversary of the Closing. Thereafter, up to one-third of the shares of CCC Common Stock received by a Shareholder as part of the Base Merger Consideration may be resold at any time after the first anniversary of the Closing, an additional one-third may be resold beginning eighteen months after the Closing by each Shareholder and the remaining one-third may be resold beginning on the second anniversary of the Closing. Except with the consent of CCC, no shareholder will, directly or indirectly, offer, sell, contract to sell, pledge or otherwise dispose of any shares of CCC Common Stock received by such Shareholder as the Contingent Merger Consideration prior to 19 months after the Closing Date. Thereafter, up to 50% of the shares of CCC Common Stock received by a Shareholder as part of the Contingent Merger Consideration may be resold at any time beginning 19 months after the Closing Date and the remaining 50% may be resold beginning 23 months after the Closing Date. Notwithstanding anything in the foregoing to the contrary, a Shareholder may transfer shares of CCC Common Stock to a Related Party for estate planning purposes, provided that such Related Party transferee (i) acknowledges the contractual restrictions relating to the transfer of such shares set forth in this Section 7.10 and (ii) agrees to be bound by the same . For purposes hereof, "Related Party" means, with respect to any Person that is an individual, any spouse, lineal descendant (including by adoption), executor, administrator, trustee, legatee or beneficiary of such Person or any other Person controlled by such Person. For purposes hereof, "Person" means an individual, corporation, association, partnership, joint venture, trust, estate, limited liability company, limited liability partnership or other entity or organization. Transfers of shares of CCC Common Stock by employees of CCC also are subject to CCC policies against xxxxxxx xxxxxxx and the misuse of material non-public information and compliance with applicable securities laws and rules. Persons who become affiliates of CCC may be subject to additional restrictions on the trading of their CCC Common Shares pursuant to applicable law. Notwithstanding anything in the foregoing to the contrary, no Shareholder that is a Profit Sharing Plan shall be restricted in the transfer of any shares of CCC Common Stock received by such Shareholder as part of the Base Merger Consideration or as part of the Contingent Merger Consideration to the extent the transfer is required by applicable law or (i) with respect to the shares of CCC Common Stock received as part of the Base Merger Consideration, following the first anniversary of the Closing Date or (ii) with respect to the shares of CCC Common Stock received as part of the Contingent Merger Consideration, following six months after the receipt of such shares with respect to 100% of such shares and following three months after the receipt of such shares with respect to 50% of such shares, it being agreed that any shares of Common Stock received by the Profit Sharing Plan after the resolution of a dispute as to the amount of the Group Actual Earn Out EBIT shall be considered to have been received for purposes of this transfer restriction as the same time as the Profit Sharing Plan received the rest of the shares of Common Stock issued as Contingent Merger Consideration.

SALES OF CCC COMMON STOCK. (a) Except with the consent of CCC, no Shareholder will, directly or indirectly, offer, sell, contract to sell, pledge or otherwise dispose of any shares of CCC Common Stock received by such Shareholder in the Merger as the Base Merger Consideration prior to the first anniversary of the Closing. Thereafter, up to one-third of the shares of CCC Common Stock received by a Shareholder as part of the Base Merger Consideration may be resold at any time after the first anniversary of the Closing, an additional one-third may be resold beginning eighteen months after the Closing by each Shareholder and the remaining one-third may be resold beginning on the second anniversary of the Closing. Except with the consent of CCC, no shareholder will, directly or indirectly, offer, sell, contract to sell, pledge or otherwise dispose of any shares of CCC Common Stock received by such Shareholder as the Contingent Merger Consideration prior to 19 months after the Closing Date. Thereafter, up to 50% of the shares of CCC Common Stock received by a Shareholder as part of the Contingent Merger Consideration may be resold at any time beginning 19 months after the Closing Date and the remaining 50% may be resold beginning 23 months after the Closing Date. Notwithstanding anything in the foregoing to the contrary, a Shareholder may transfer shares of CCC Common Stock to a Related Party for estate planning purposes, provided that such Related Party transferee (i) acknowledges the contractual restrictions relating to the transfer of such shares set forth in this Section 7.10 and (ii) agrees to be bound by the same . For purposes hereof, "Related Party" means, with respect to any Person that is an individual, any spouse, lineal descendant (including by adoption), executor, administrator, trustee, legatee or beneficiary of such Person or any other Person controlled by such Person. For purposes hereof, "Person" means an individual, corporation, association, partnership, joint venture, trust, estate, limited liability company, limited liability partnership or other entity or organization. Transfers of shares of CCC Common Stock by employees of CCC also are subject to CCC policies against xxxxxxx xxxxxxx and the misuse of material non-public information and compliance with applicable securities laws and rules. Persons who become affiliates of CCC may be subject to additional restrictions on the trading of their CCC Common Shares pursuant to applicable law. Notwithstanding anything in the foregoing to the contrary, no Shareholder that is a Profit Sharing Plan shall be restricted in the transfer of any shares of CCC Common Stock received by such Shareholder as part of the Base Merger Consideration or as part of the Contingent Merger Consideration to the extent the transfer is required by applicable law or (i) with respect to the shares of CCC Common Stock received as part of the Base Merger Consideration, following the first anniversary of the Closing Date or (ii) with respect to the shares of CCC Common Stock received as part of the Contingent Merger Consideration, following six months after the receipt of such shares with respect to 100% of such shares and following three months after the receipt of such shares with respect to 50% of such shares, it being agreed that any shares of Common Stock received by the Profit Sharing Plan after the resolution of a dispute as to the amount of the Group Actual Earn Out EBIT shall be considered to have been received for purposes of this transfer restriction as at the same time as the Profit Sharing Plan received the rest of the shares of Common Stock issued as Contingent Merger Consideration.

SALES OF CCC COMMON STOCK. (a) Except with the consent of CCC, no Shareholder will, directly or indirectly, offer, sell, contract to sell, pledge or otherwise dispose of any shares of CCC Common Stock received by such Shareholder in the Merger as the Base Merger Consideration prior to the first anniversary of the Closing. Thereafter, up to one-third of the shares of CCC Common Stock received by a Shareholder as part of the Base Merger Consideration may be resold at any time after the first anniversary of the Closing, an additional one-third may be resold beginning eighteen months after the Closing by each Shareholder and the remaining one-third may be resold beginning on the second anniversary of the Closing. Except with the consent of CCC, no shareholder Shareholder will, directly or indirectly, offer, sell, contract to sell, pledge or otherwise dispose of any shares of CCC Common Stock received by such Shareholder as the Contingent Merger Consideration prior to 19 months after the Closing Date. Thereafter, up to 50% of the shares of CCC Common Stock received by a Shareholder as part of the Contingent Merger Consideration may be resold at any time beginning 19 months after the Closing Date and the remaining 50% may be resold beginning 23 months after the Closing Date. Notwithstanding anything in the foregoing to the contrary, a Shareholder may transfer shares of CCC Common Stock to a Related Party for estate planning purposes, provided that such Related Party transferee (i) acknowledges the contractual restrictions relating to the transfer of such shares set forth in this Section 7.10 and (ii) agrees to be bound by the same . For purposes hereof, "Related Party" means, with respect to any Person that is an individual, any spouse, lineal descendant (including by adoption), executor, administrator, trustee, legatee or beneficiary of such Person or any other Person controlled by such Person. For purposes hereof, "Person" means an individual, corporation, association, partnership, joint venture, trust, estate, limited liability company, limited liability partnership or other entity or organization. Transfers of shares of CCC Common Stock by employees of CCC also are subject to CCC policies against xxxxxxx xxxxxxx and the misuse of material non-public information and compliance with applicable securities laws and rules. Persons who become affiliates of CCC may be subject to additional restrictions on the trading of their CCC Common Shares pursuant to applicable law. Notwithstanding anything in the foregoing to the contrary, no Shareholder that is a Profit Sharing Plan shall be restricted in the transfer of any shares of CCC Common Stock received by such Shareholder as part of the Base Merger Consideration or as part of the Contingent Merger Consideration to the extent the transfer is required by applicable law or (i) with respect to the shares of CCC Common Stock received as part of the Base Merger Consideration, following the first anniversary of the Closing Date or (ii) with respect to the shares of CCC Common Stock received as part of the Contingent Merger Consideration, following six months after the receipt of such shares with respect to 100% of such shares and following three months after the receipt of such shares with respect to 50% of such shares, it being agreed that any shares of Common Stock received by the Profit Sharing Plan after the resolution of a dispute as to the amount of the Group Actual Earn Out EBIT shall be considered to have been received for purposes of this transfer restriction as the same time as the Profit Sharing Plan received the rest of the shares of Common Stock issued as Contingent Merger Consideration.39

SALES OF CCC COMMON STOCK. (a) Except with the consent of CCC, no Shareholder Stockholder will, directly or indirectly, offer, sell, contract to sell, pledge or otherwise dispose of any shares of CCC Common Stock received by such Shareholder Stockholder in the Merger as the Base Merger Consideration prior to the first anniversary of the Closing. Thereafter, up to one-third of the shares of CCC Common Stock received by a Shareholder Stockholder as part of the Base Merger Consideration may be resold at any time after the first anniversary of the Closing, an additional one-third may be resold beginning eighteen months after the Closing by each Shareholder Stockholder and the remaining one-one- third may be resold beginning on the second anniversary of the Closing. Except with the consent of CCCMarch 12, no shareholder will, directly or indirectly, offer, sell, contract to sell, pledge or otherwise dispose of any shares of CCC Common Stock received by such Shareholder as the Contingent Merger Consideration prior to 19 months after the Closing Date. Thereafter, up to 50% of the shares of CCC Common Stock received by a Shareholder as part of the Contingent Merger Consideration may be resold at any time beginning 19 months after the Closing Date and the remaining 50% may be resold beginning 23 months after the Closing Date2000. Notwithstanding anything in the foregoing to the contrary, a Shareholder Stockholder may transfer shares of CCC Common Stock to a Related Party for estate planning purposes, provided that such Related Party transferee (i) acknowledges the contractual restrictions relating to the transfer of such shares set forth in this Section 7.10 7.11 and (ii) agrees to be bound by the same same. For purposes hereof, "Related Party" means, with respect to any Person that is an individual, any spouse, lineal descendant (including by adoption), executor, administrator, trustee, legatee or beneficiary of such Person or any other Person controlled by such PersonPerson or as to which such Person or Persons are beneficiaries. For purposes hereof, "Person" means an individual, corporation, association, partnership, joint venture, trust, estate, limited liability company, limited liability partnership or other entity or organization. Transfers of shares of CCC Common Stock by employees of CCC also are subject to CCC policies against xxxxxxx xxxxxxx and the misuse of material non-public information and compliance with applicable securities laws and rules. Persons who become affiliates of CCC may be subject to additional restrictions on the trading of their CCC Common Shares pursuant to applicable law. Notwithstanding anything in the foregoing to the contrary, no Shareholder that is a Profit Sharing Plan shall be restricted in the transfer of any shares of CCC Common Stock received by such Shareholder as part of the Base Merger Consideration or as part of the Contingent Merger Consideration to the extent the transfer is required by applicable law or (i) with respect to the shares of CCC Common Stock received as part of the Base Merger Consideration, following the first anniversary of the Closing Date or (ii) with respect to the shares of CCC Common Stock received as part of the Contingent Merger Consideration, following six months after the receipt of such shares with respect to 100% of such shares and following three months after the receipt of such shares with respect to 50% of such shares, it being agreed that any shares of Common Stock received by the Profit Sharing Plan after the resolution of a dispute as to the amount of the Group Actual Earn Out EBIT shall be considered to have been received for purposes of this transfer restriction as the same time as the Profit Sharing Plan received the rest of the shares of Common Stock issued as Contingent Merger Consideration.

SALES OF CCC COMMON STOCK. (a) Except with the consent of CCC, no Shareholder will, directly or indirectly, offer, sell, contract to sell, pledge or otherwise dispose of any shares of CCC Common Stock received by such Shareholder in the Merger as the Base Merger Consideration prior to the first anniversary of the Closing. Thereafter, up to one-third of the shares of CCC Common Stock received by a Shareholder as part of the Base Merger Consideration may be resold at any time after the first anniversary of the Closing, an additional one-third may be resold beginning eighteen months after the Closing by each Shareholder and the remaining one-third may be resold beginning on the second anniversary of the Closing. Except with the consent of CCC, no shareholder will, directly or indirectly, offer, sell, contract to sell, pledge or otherwise dispose of any shares of CCC Common Stock received by such Shareholder as the Contingent Merger Consideration prior to 19 months after the Closing Date. Thereafter, up to 50% of the shares of CCC Common Stock received by a Shareholder as part of the Contingent Merger Consideration may be resold at any time beginning 19 months after the Closing Date and the remaining 50% may be resold beginning 23 months after the Closing Date. Notwithstanding anything in the foregoing to the contrary, a Shareholder may transfer shares of CCC Common Stock to a Related Party for estate planning purposes, provided that such Related Party transferee (i) acknowledges the contractual restrictions relating to the transfer of such shares set forth in this Section 7.10 and (ii) agrees to be bound by the same same. For purposes hereof, "Related PartyPart" means, with respect to any Person that is an individual, any spouse, lineal descendant (including by adoption), executor, administrator, trustee, legatee or beneficiary of such Person or any other Person controlled by such Person. For purposes hereof, "Person" means an individual, corporation, association, partnership, joint venture, trust, estate, limited liability company, limited liability partnership or other entity or organization. Transfers of shares of CCC Common Stock by employees of CCC also are subject to CCC policies against xxxxxxx xxxxxxx and the misuse of material non-public information and compliance with applicable securities laws and rules. Persons who become affiliates of CCC may be subject to additional restrictions on the trading of their CCC Common Shares pursuant to applicable law. Notwithstanding anything in the foregoing to the contrary, no Shareholder that is a Profit Sharing Plan shall be restricted in the transfer of any shares of CCC Common Stock received by such Shareholder as part of the Base Merger Consideration or as part of the Contingent Merger Consideration to the extent the transfer is required by applicable law or (i) with respect to the shares of CCC Common Stock received as part of the Base Merger Consideration, following the first anniversary of the Closing Date or (ii) with respect to the shares of CCC Common Stock received as part of the Contingent Merger Consideration, following six months after the receipt of such shares with respect to 100% of such shares and following three months after the receipt of such shares with respect to 50% of such shares, it being agreed that any shares of Common Stock received by the Profit Sharing Plan after the resolution of a dispute as to the amount of the Group Actual Earn Out EBIT shall be considered to have been received for purposes of this transfer restriction as the same time as the Profit Sharing Plan received the rest of the shares of Common Stock issued as Contingent Merger Consideration.

SALES OF CCC COMMON STOCK. (a) Except with the consent of CCC, no Shareholder will, directly or indirectly, offer, sell, contract to sell, pledge or otherwise dispose of any shares of CCC Common Stock received by such Shareholder in the Merger as the Base Merger Consideration prior to the first anniversary of the Closing. Thereafter, up to one-third of the shares of CCC Common Stock received by a Shareholder as part of the Base Merger Consideration may be resold at any time after the first anniversary of the Closing, an additional one-third may be resold beginning eighteen months after the Closing by each Shareholder and the remaining one-third may be resold beginning on the second anniversary of the Closing. Except with the consent of CCC, no shareholder will, directly or indirectly, offer, sell, contract to sell, pledge or otherwise dispose of any shares of CCC Common Stock received by such Shareholder as the Contingent Merger Consideration prior to 19 months after the Closing Date. Thereafter, up to 50% of the shares of CCC Common Stock received by a Shareholder as part of the Contingent Merger Consideration may be resold at any time beginning 19 months after the Closing Date and the remaining 50% may be resold beginning 23 months after the Closing Date. Notwithstanding anything in the foregoing to the contrary, a Shareholder may transfer shares of CCC Common Stock to a Related Party for estate planning purposes, provided that such Related Party transferee (i) acknowledges the contractual restrictions relating to the transfer of such shares set forth in this Section 7.10 and (ii) agrees to be bound by the same same. For purposes hereof, "Related Party" means, with respect to any Person that is an individual, any spouse, lineal descendant (including by adoption), executor, administrator, trustee, legatee or beneficiary of such Person or any other Person controlled by such Person. For purposes hereof, "Person" means an individual, corporation, association, partnership, joint venture, trust, estate, limited liability company, limited liability partnership or other entity or organization. Transfers of shares of CCC Common Stock by employees of CCC also are subject to CCC policies against xxxxxxx xxxxxxx and the misuse of material non-public information and compliance with applicable securities laws and rules. Persons who become affiliates of CCC may be subject to additional restrictions on the trading of their CCC Common Shares pursuant to applicable law. Notwithstanding anything in the foregoing to the contrary, no Shareholder that is a Profit Sharing Plan shall be restricted in the transfer of any shares of CCC Common Stock received by such Shareholder as part of the Base Merger Consideration or as part of the Contingent Merger Consideration to the extent the transfer is required by applicable law or (i) with respect to the shares of CCC Common Stock received as part of the Base Merger Consideration, following the first anniversary of the Closing Date or (ii) with respect to the shares of CCC Common Stock received as part of the Contingent Merger Consideration, following six months after the receipt of such shares with respect to 100% of such shares and following three months after the receipt of such shares with respect to 50% of such shares, it being agreed that any shares of Common Stock received by the Profit Sharing Plan after the resolution of a dispute as to the amount of the Group Actual Earn Out EBIT shall be considered to have been received for purposes of this transfer restriction as the same time as the Profit Sharing Plan received the rest of the shares of Common Stock issued as Contingent Merger Consideration.