Common use of Share Transfers Clause in Contracts

Share Transfers. (a) Shares may only be transferred in accordance with the provisions of this Agreement and of the Articles of Association of the Company, and any other attempted Transfer shall be void. It shall be a condition to the sale of Shares to any Person under any provision of this Section 3.02 that such Person shall agree in writing to be bound by the provisions of this Agreement, and any sale in respect of which such condition has not been satisfied shall be void. (b) Any Transfer of Shares between the Shareholders and/or their Affiliates may be freely made without being subject to the provisions of paragraph (c) below provided that the Affiliate becomes a Party to this Agreement. However, if an affiliate so acquiring the shares will cease to be an affiliate, such affiliate shall transfer the shares back to the transferor or an affiliate of such transferor before it ceases to be an affiliate. (c) Unless agreed otherwise by the Shareholders, any Shareholder wishing to Transfer its Shares (the “Transferor”) to any unaffiliated third party (the “Transferee”) shall send a written notice (a “Transfer Notice”) to the other Party (the “Offeree”) and to the Board of Directors stating the number of shares to be sold or transferred which may be all or part of such Shareholders’ shareholding in the Company (the “Offered Shares”), the identity of the proposed Transferee, and the price per Share and other terms of the proposed Transfer. The Transfer Notice must be accompanied by a second notice to the Offeree (the “Come Along Notice”) indicating that the proposed Transfer grants the Offeree the right to transfer, at its discretion, all or part of its Shares to the same Transferee at the same price and terms stated in the Transfer Notice sent by the Transferor and to receive cash as consideration equal in amount to the value of cash, securities or other property to be received by the Transferor from the Transferee. The Transferor agrees that it shall not issue a Transfer Notice in the absence of having secured the agreement of the Transferee to honor the Offeree’s right to also Transfer at the same purchase price all of its Shares should the Offeree decide to exercise such right. Any Transfer Notice issued by the Transferor and not accompanied by a Come Along Notice shall not be considered a valid Transfer Notice. (i) Within thirty (30) days of receipt of the Come Along Notice, the Offeree shall inform the Transferor in writing whether it wishes to sell all or part of its Shares to the Transferee. If the Offeree fails to respond to the Transferor within the thirty day period or informs the Transferor that it elects not to sell any Shares to the Transferee, then the following paragraphs shall apply. If the Offeree informs the Transferor that it shall sell all or part of its Shares to the Transferee, then the Offeree shall also be deemed to have rejected to purchase the Offered Shares as per the Transfer Notice and the Transferee shall be required to purchase the Offered Shares and the Shares the Offeree wishes to sell to the Transferee in accordance with the terms set forth in the Transfer Notice. (ii) Within thirty (30) days of receipt of the Transfer Notice, the Offeree shall inform the Transferor in writing whether it wishes to purchase (the “Purchase Notice”) the Offered Shares. (iii) In the event that the Offeree fails to respond to a Transfer Notice within the 30 day period set forth above, it shall be deemed to have rejected the offer of the Transferor. In the event that the offer in the Transfer Notice is rejected or deemed to be rejected, the Transferor shall within one hundred eighty (180) days after the date of the Transfer Notice, Transfer all (but not less than all) of the Offered Shares to the Transferee at any price not less than the price and on other terms not more favorable than those specified in the Transfer Notice. (iv) The Parties shall complete all Transfers pursuant to this paragraph (c) within (180) days of the date of the Transfer Notice, this period being subject to extension as may be necessary to obtain required governmental approvals. (d) No Party shall create, incur, assume or suffer to exist any Lien upon or with respect to any of its Shares without the prior written consent of the other Party.

Share Transfers. From and after the date hereof until the earlier of (i) the date that the Parent Stockholder Meeting is held and a vote of the stockholders of Leap is taken at the Parent Stockholder Meeting seeking approval of the Parent Stockholder Matters and (ii) the Expiration Date, Stockholder shall not, directly or indirectly, (a) sell, assign, transfer, tender, pledge or otherwise dispose of any Shares or any New Shares, (b) deposit any Shares or New Shares into a voting trust or enter into a voting agreement or similar arrangement with respect to such Shares or New Shares or grant any proxy or power of attorney with respect thereto (other than this Agreement), (c) enter into any Contract, option, commitment or other arrangement or understanding with respect to the direct or indirect sale, transfer, assignment, pledge or other disposition of any Shares or New Shares, or (d) take any action that would make any representation or warranty of Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling Stockholder from performing Stockholder’s obligations under this Agreement. Notwithstanding the foregoing, Stockholder may only be transferred make (1) transfers by will or by operation of law or other transfers for estate-planning purposes, provided that in accordance each such case the applicable transferee has signed a voting agreement in substantially the form hereof, (2) if Stockholder is a partnership or limited liability company, a transfer to one or more partners or members of Stockholder or to an Affiliated corporation, trust or other Entity under common control with Stockholder, or if Stockholder is a trust, a transfer to a beneficiary, provided that in each such case the provisions of this Agreement and of applicable transferee has signed a voting agreement in substantially the Articles of Association of the Companyform hereof, and any (3) transfers, sales or other attempted Transfer shall be void. It shall be a condition to the sale of Shares to any Person under any provision of this Section 3.02 that such Person shall dispositions as Leap may otherwise agree in writing in its sole discretion. If any voluntary or involuntary transfer of any Shares or New Shares covered hereby shall occur (including a transfer or disposition permitted by Section 4(1) through Section 4(3), sale by a Stockholder’s trustee in bankruptcy, or a sale to be bound by a purchaser at any creditor’s or court sale), the provisions transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shares and/or New Shares subject to all of the restrictions, obligations and rights under this Agreement, which shall continue in full force and any sale in respect of which effect, notwithstanding that such condition transferee is not a Stockholder and has not been satisfied shall be voidexecuted a counterpart hereof or joinder hereto. (b) Any Transfer of Shares between the Shareholders and/or their Affiliates may be freely made without being subject to the provisions of paragraph (c) below provided that the Affiliate becomes a Party to this Agreement. However, if an affiliate so acquiring the shares will cease to be an affiliate, such affiliate shall transfer the shares back to the transferor or an affiliate of such transferor before it ceases to be an affiliate. (c) Unless agreed otherwise by the Shareholders, any Shareholder wishing to Transfer its Shares (the “Transferor”) to any unaffiliated third party (the “Transferee”) shall send a written notice (a “Transfer Notice”) to the other Party (the “Offeree”) and to the Board of Directors stating the number of shares to be sold or transferred which may be all or part of such Shareholders’ shareholding in the Company (the “Offered Shares”), the identity of the proposed Transferee, and the price per Share and other terms of the proposed Transfer. The Transfer Notice must be accompanied by a second notice to the Offeree (the “Come Along Notice”) indicating that the proposed Transfer grants the Offeree the right to transfer, at its discretion, all or part of its Shares to the same Transferee at the same price and terms stated in the Transfer Notice sent by the Transferor and to receive cash as consideration equal in amount to the value of cash, securities or other property to be received by the Transferor from the Transferee. The Transferor agrees that it shall not issue a Transfer Notice in the absence of having secured the agreement of the Transferee to honor the Offeree’s right to also Transfer at the same purchase price all of its Shares should the Offeree decide to exercise such right. Any Transfer Notice issued by the Transferor and not accompanied by a Come Along Notice shall not be considered a valid Transfer Notice. (i) Within thirty (30) days of receipt of the Come Along Notice, the Offeree shall inform the Transferor in writing whether it wishes to sell all or part of its Shares to the Transferee. If the Offeree fails to respond to the Transferor within the thirty day period or informs the Transferor that it elects not to sell any Shares to the Transferee, then the following paragraphs shall apply. If the Offeree informs the Transferor that it shall sell all or part of its Shares to the Transferee, then the Offeree shall also be deemed to have rejected to purchase the Offered Shares as per the Transfer Notice and the Transferee shall be required to purchase the Offered Shares and the Shares the Offeree wishes to sell to the Transferee in accordance with the terms set forth in the Transfer Notice. (ii) Within thirty (30) days of receipt of the Transfer Notice, the Offeree shall inform the Transferor in writing whether it wishes to purchase (the “Purchase Notice”) the Offered Shares. (iii) In the event that the Offeree fails to respond to a Transfer Notice within the 30 day period set forth above, it shall be deemed to have rejected the offer of the Transferor. In the event that the offer in the Transfer Notice is rejected or deemed to be rejected, the Transferor shall within one hundred eighty (180) days after the date of the Transfer Notice, Transfer all (but not less than all) of the Offered Shares to the Transferee at any price not less than the price and on other terms not more favorable than those specified in the Transfer Notice. (iv) The Parties shall complete all Transfers pursuant to this paragraph (c) within (180) days of the date of the Transfer Notice, this period being subject to extension as may be necessary to obtain required governmental approvals. (d) No Party shall create, incur, assume or suffer to exist any Lien upon or with respect to any of its Shares without the prior written consent of the other Party.

Share Transfers. (a) Shares may only be transferred in accordance with the provisions of this Agreement and of the Articles of Association of the Company, and any other attempted Transfer shall be void. It shall be a condition to the sale of Shares to any Person under any provision of this Section 3.02 that such Person shall agree in writing to be bound by the provisions of this Agreement, and any sale in respect of which such condition has not been satisfied shall be void. (b) Any Transfer of Shares between the Shareholders and/or their Affiliates may be freely made without being subject to the provisions of paragraph (c) below provided that the Affiliate becomes a Party to this Agreement. However, if an affiliate so acquiring the shares will cease to be an affiliate, such affiliate shall transfer the shares back to the transferor or an affiliate of such transferor before it ceases to be an affiliate. (c) Unless agreed otherwise by the Shareholders, any Shareholder wishing to Transfer its Shares (the “"Transferor”") to any unaffiliated third party (the “"Transferee”") shall send a written notice (a “"Transfer Notice”") to the other Party (the “"Offeree”") and to the Board of Directors stating the number of shares to be sold or transferred which may be all or part of such Shareholders’ ' shareholding in the Company (the “"Offered Shares”"), the identity of the proposed Transferee, and the price per Share and other terms of the proposed Transfer. The Transfer Notice must be accompanied by a second notice to the Offeree (the “"Come Along Notice”") indicating that the proposed Transfer grants the Offeree the right to transfer, at its discretion, all or part of its Shares to the same Transferee at the same price and terms stated in the Transfer Notice sent by the Transferor and to receive cash as consideration equal in amount to the value of cash, securities or other property to be received by the Transferor from the Transferee. The Transferor agrees that it shall not issue a Transfer Notice in the absence of having secured the agreement of the Transferee to honor the Offeree’s 's right to also Transfer at the same purchase price all of its Shares should the Offeree decide to exercise such right. Any Transfer Notice issued by the Transferor and not accompanied by a Come Along Notice shall not be considered a valid Transfer Notice. (i) Within thirty (30) days of receipt of the Come Along Notice, the Offeree shall inform the Transferor in writing whether it wishes to sell all or part of its Shares to the Transferee. If the Offeree fails to respond to the Transferor within the thirty day period or informs the Transferor that it elects not to sell any Shares to the Transferee, then the following paragraphs shall apply. If the Offeree informs the Transferor that it shall sell all or part of its Shares to the Transferee, then the Offeree shall also be deemed to have rejected to purchase the Offered Shares as per the Transfer Notice and the Transferee shall be required to purchase the Offered Shares and the Shares the Offeree wishes to sell to the Transferee in accordance with the terms set forth in the Transfer Notice. (ii) Within thirty (30) days of receipt of the Transfer Notice, the Offeree shall inform the Transferor in writing whether it wishes to purchase (the “"Purchase Notice”") the Offered Shares. (iii) In the event that the Offeree fails to respond to a Transfer Notice within the 30 day period set forth above, it shall be deemed to have rejected the offer of the Transferor. In the event that the offer in the Transfer Notice is rejected or deemed to be rejected, the Transferor shall within one hundred eighty (180) days after the date of the Transfer Notice, Transfer all (but not less than all) of the Offered Shares to the Transferee at any price not less than the price and on other terms not more favorable than those specified in the Transfer Notice. (iv) The Parties shall complete all Transfers pursuant to this paragraph (c) within (180) days of the date of the Transfer Notice, this period being subject to extension as may be necessary to obtain required governmental approvals. (d) No Party shall create, incur, assume or suffer to exist any Lien upon or with respect to any of its Shares without the prior written consent of the other Party.

Share Transfers. The Investor shall not Transfer, in any single transaction or group of related transactions, any Shares that are Beneficially Owned by the Investor, except for a Transfer in connection with a Holding Company Merger or pursuant to Section 8 or for a Transfer that complies with any of the following subsections: (a) Shares may only be transferred in accordance with the provisions of this Agreement and of the Articles of Association of the Company, and any other attempted Transfer shall be void. It shall be a condition to the sale of Shares to any Person under any provision of this Section 3.02 that such Person shall agree in writing to be bound by the provisions of this Agreement, and any sale in respect of which such condition has not been satisfied shall be void. (b) Any Transfer of Shares between the Shareholders and/or their Affiliates may be freely made without being subject to the provisions of paragraph (c) below provided that the Affiliate becomes a Party to this Agreement. However, if an affiliate so acquiring the shares will cease to be an affiliate, such affiliate shall transfer the shares back to the transferor or an affiliate of such transferor before it ceases to be an affiliate. (c) Unless agreed otherwise by the Shareholders, any Shareholder wishing to Transfer its Shares (the “Transferor”) to any unaffiliated third party (the “Transferee”) shall send a written notice (a “Transfer Notice”) to the other Party (the “Offeree”) and to the Board of Directors stating the number of shares to be sold or transferred which may be all or part of such Shareholders’ shareholding in the Company (the “Offered Shares”), the identity of the proposed Transferee, and the price per Share and other terms of the proposed Transfer. The Transfer Notice must be accompanied by a second notice to the Offeree (the “Come Along Notice”) indicating that the proposed Transfer grants the Offeree the right to transfer, at its discretion, all or part of its Shares to the same Transferee at the same price and terms stated in the Transfer Notice sent by the Transferor and to receive cash as consideration equal in amount to the value of cash, securities or other property to be received by the Transferor from the Transferee. The Transferor agrees that it shall not issue a Transfer Notice in the absence of having secured the agreement of the Transferee to honor the Offeree’s right to also Transfer at the same purchase price all of its Shares should the Offeree decide to exercise such right. Any Transfer Notice issued by the Transferor and not accompanied by a Come Along Notice shall not be considered a valid Transfer Notice. (i) Within thirty (30) days of receipt of the Come Along Notice, the Offeree shall inform the Transferor in writing whether it wishes to sell all or part of its Shares to the Transferee. If the Offeree fails to respond to the Transferor within the thirty day period or informs the Transferor that it elects not to sell any Shares to the Transferee, then the following paragraphs shall apply. If the Offeree informs the Transferor that it shall sell all or part of its Shares to the Transferee, then the Offeree shall also be deemed to have rejected to purchase the Offered Shares as per the Transfer Notice and the Transferee shall be required to purchase the Offered Shares and the Shares the Offeree wishes to sell to the Transferee in accordance with the terms set forth in the Transfer Notice. (ii) Within thirty (30) days of receipt of the Transfer Notice, the Offeree shall inform the Transferor in writing whether it wishes to purchase (the “Purchase Notice”) the Offered Shares. (iii) In the event that the Offeree fails to respond to a Transfer Notice within the 30 day period set forth above, it shall be deemed to have rejected the offer of the Transferor. In the event that the offer in the Transfer Notice is rejected or deemed to be rejected, the Transferor shall within one hundred eighty (180) days after the date of the Transfer Notice, Transfer all (but not less than all) of the Offered such Shares to any Controlled Subsidiary of the Transferee at Company or (ii) of all or any price of such Shares to a Subsidiary all of the Voting Securities and all of the equity securities (other than preferred stock held by institutional or public investors) of which are Beneficially Owned, directly or indirectly, by the Company; PROVIDED, that contemporaneously with any such Transfer such Controlled Subsidiary or wholly owned Subsidiary, as the case may be, becomes a party to a counterpart of this Agreement and the Investor and the Company guarantee the performance of all obligations of such Controlled Subsidiary or wholly owned Subsidiary, as the case may be, under this Agreement; PROVIDED, FURTHER, that such Controlled Subsidiary or wholly owned Subsidiary, as the case may be, and the Company shall prior to such Transfer covenant and agree with Parent and the Class B Entities that, for so long as the Controlled Subsidiary or wholly owned Subsidiary, as the case may be, Beneficially Owns such Shares, it shall continue to be a Controlled Subsidiary or wholly owned Subsidiary, as the case may be, of the Company; (b) a Transfer of all or any of such Shares to any Person such that such Person, together with the Affiliates and Associates of such Person, will not Beneficially Own, after giving effect to such Transfer, Voting Securities of Parent constituting 10% or more of the outstanding Parent Class A Shares or Shares constituting 5% or more of the Outstanding Share Capital; PROVIDED, that the Investor shall not, and shall not suffer or permit any Subsidiaries of the Investor to or, to the extent the Investor has the power to prevent, permit any Affiliates or Associates of the Investor to (and shall use all reasonable best efforts to cause such Affiliates and Associates not to), in any case, form, join or participate in or encourage the formation of a Group with such Person or any Affiliates or Associates of such Person; (c) a sale of all or any of such Shares to any Person that is conducted publicly through one or more registered broker-dealers over the AMEX or such other stock exchange or interdealer quotation service where Parent Class A Shares may be listed or quoted pursuant to which the sale of such Shares will be in a manner to effect a broad distribution, with such distribution certified to Parent by the lead broker-dealer in any such sale; (d) a Transfer of all or any of such Shares to underwriters in connection with an underwritten public offering of such Shares on a firm commitment basis registered under the Securities Act pursuant to which the sale of such Shares will be in a manner to effect a broad distribution, with such distribution certified to Parent by the lead or managing underwriter or underwriters in any such offering; (e) a Transfer of all or any of such Shares to Parent or any Controlled Subsidiary of Parent; (f) for so long as the Parent Class B Shares are entitled in accordance with their terms to elect 75% of the Board, a Transfer of all or any of such Shares to any Class B Entity; (g) a Transfer of all or any of such Shares in a BONA FIDE pledge of such Shares to a financial institution to secure borrowings as permitted by applicable Law; PROVIDED, that contemporaneously with such pledge such financial institution agrees with Parent that upon any foreclosure on such pledge it shall be bound by the obligations of the Company and the Investor under this Agreement (but shall not have any of the rights of the Company and the Investor under this Agreement except as provided in this Section and in Sections 11, 14(c), 15 and 16 pursuant to an assignment effected in accordance with the terms hereof); or (h) a Transfer of all (but not less than the price and on other terms not more favorable than those specified in the Transfer Notice. (ivall) The Parties shall complete of such Shares to any Person after complying with all Transfers pursuant to this paragraph (c) within (180) days of the date provisions set forth in Section 9; PROVIDED, that contemporaneously with such Transfer (i) such Person becomes a party to a counterpart of this Agreement as the Investor (whereupon, subject to Section 16(f), any reference to the Investor herein shall be deemed to be a reference to such Person), (ii) if such Person is a Subsidiary of any other Person that is not a natural person, the Ultimate Parent Entity of such Person shall also become a party to a counterpart of this Agreement and assume all obligations of the Transfer NoticeCompany hereunder (whereupon, this period being subject to extension as may Section 16(f), any reference to the Company herein shall be necessary deemed to obtain required governmental approvalsbe a reference to such Ultimate Parent Entity) and (iii) such Person causes to be delivered to Parent a legal opinion of counsel of national standing, in form and substance reasonably acceptable to Parent, to the effect set forth in Sections 2(b) and 2(c). (d) No Party shall create, incur, assume or suffer to exist any Lien upon or with respect to any of its Shares without the prior written consent of the other Party.

Share Transfers. (a) 4.1 The transfer of Shares may only shall be transferred regulated in accordance with the provisions Articles and each Shareholder shall exercise all voting rights and powers available to it in relation to the Company so as to procure registration of any transfer of shares permitted by the Articles. 4.2 Save as expressly provided in the Articles, no Shareholder shall: 4.2.1 pledge, mortgage (whether by way of fixed or floating charge) or otherwise encumber its legal or beneficial interest in its Shares; or 4.2.2 sell, transfer or otherwise dispose of any of such Shares (or any legal or beneficial interest therein); or 4.2.3 enter into any agreement in respect of the votes or other rights attached to Shares; or 4.2.4 agree, whether or not subject to any condition precedent or subsequent, to do any of the foregoing. 4.3 In Clause 4.2 the expression "Shares" includes all Shares owned or to be acquired by any Shareholder after the date of this Agreement and under or pursuant to this Agreement or by virtue of its shareholding in the Company. 4.4 If any of the Articles Shareholders shall purport to deal with any of Association its Shares in contravention of the Companyprovisions of Clause 4.2 the Company shall not register any transfer made in breach of Clause 4.2 and the Shares comprised in any transfer so made shall carry no rights whatsoever unless and until, and any other attempted Transfer shall be void. in each case, the breach is rectified. 4.5 It shall be a condition to the sale of Shares precedent to any Person under transfer or transmission of any provision Shares by any party during the continuance in force of this Section 3.02 Agreement that the proposed transferee of such Person Shares shall agree have first agreed in writing with the then parties to this Agreement (who shall be bound to enter into such agreement) that upon the transfer or transmission of the Shares concerned such transferee will observe and be bound by and have the benefit of all provisions hereof so far as they affect the transferor of this Agreement, and any sale in respect of which such condition has not been satisfied shall be void. (b) Any Transfer of Shares between as though the Shareholders and/or their Affiliates may be freely made without being subject to the provisions of paragraph (c) below provided that the Affiliate becomes transferee were a Party party to this Agreement. However, if Agreement and that such transferee shall procure an affiliate so acquiring agreement on the shares will cease to be an affiliate, such affiliate shall transfer the shares back to the transferor or an affiliate of such transferor before it ceases to be an affiliate. (c) Unless agreed otherwise by the Shareholders, any Shareholder wishing to Transfer its Shares (the “Transferor”) to any unaffiliated third party (the “Transferee”) shall send a written notice (a “Transfer Notice”) to the other Party (the “Offeree”) and to the Board of Directors stating the number of shares to be sold or transferred which may be all or part of such Shareholders’ shareholding in the Company (the “Offered Shares”), the identity transferee of any of the proposed Transferee, and the price per Share and other terms of the proposed Transfer. The Transfer Notice must be accompanied by a second notice to the Offeree (the “Come Along Notice”) indicating that the proposed Transfer grants the Offeree the right to transfer, at its discretion, all or part of its said Shares to the same Transferee at the same price and terms stated from him in the Transfer Notice sent by the Transferor and to receive cash as consideration equal in amount to the value of cash, securities or other property to be received by the Transferor from the Transferee. The Transferor agrees that it shall not issue a Transfer Notice in the absence of having secured the agreement of the Transferee to honor the Offeree’s right to also Transfer at the same purchase price all of its Shares should the Offeree decide to exercise such right. Any Transfer Notice issued by the Transferor and not accompanied by a Come Along Notice shall not be considered a valid Transfer Noticesimilar terms. (i) Within thirty (30) days of receipt of the Come Along Notice, the Offeree shall inform the Transferor in writing whether it wishes to sell all or part of its Shares to the Transferee. If the Offeree fails to respond to the Transferor within the thirty day period or informs the Transferor that it elects not to sell any Shares to the Transferee, then the following paragraphs shall apply. If the Offeree informs the Transferor that it shall sell all or part of its Shares to the Transferee, then the Offeree shall also be deemed to have rejected to purchase the Offered Shares as per the Transfer Notice and the Transferee shall be required to purchase the Offered Shares and the Shares the Offeree wishes to sell to the Transferee in accordance with the terms set forth in the Transfer Notice. (ii) Within thirty (30) days of receipt of the Transfer Notice, the Offeree shall inform the Transferor in writing whether it wishes to purchase (the “Purchase Notice”) the Offered Shares. (iii) In the event that the Offeree fails to respond to a Transfer Notice within the 30 day period set forth above, it shall be deemed to have rejected the offer of the Transferor. In the event that the offer in the Transfer Notice is rejected or deemed to be rejected, the Transferor shall within one hundred eighty (180) days after the date of the Transfer Notice, Transfer all (but not less than all) of the Offered Shares to the Transferee at any price not less than the price and on other terms not more favorable than those specified in the Transfer Notice. (iv) The Parties shall complete all Transfers pursuant to this paragraph (c) within (180) days of the date of the Transfer Notice, this period being subject to extension as may be necessary to obtain required governmental approvals. (d) No Party shall create, incur, assume or suffer to exist any Lien upon or with respect to any of its Shares without the prior written consent of the other Party.

Share Transfers. 7.1 Save as provided in the remaining sub-clauses of this Clause, none of the Parties hereto shall be entitled during the term of this Agreement to sell, transfer, charge, pledge, encumber, grant options over or otherwise dispose of any Shares ("Transfer") now owned or hereafter acquired by such Party or of any beneficial interest therein. 7.2 Notwithstanding any other provision of this Agreement, no Transfer may be made pursuant to this Clause 7 unless : (a) Shares may only be transferred in accordance with the provisions of this Agreement and of the Articles of Association of the Company, and any other attempted Transfer shall be void. It shall be a condition to the sale of Shares to any Person under any provision of this Section 3.02 that such Person shall agree transferee has agreed in writing to be bound by the terms and conditions of this Agreement pursuant to a Deed of Adherence substantially in the form attached hereto as Exhibit A; (b) the Transfer complies in all respects with the other applicable provisions of this Agreement; and (c) the Transfer complies in all respects with applicable securities laws. If requested by the Company in its reasonable discretion, and an opinion of counsel to such transferring Shareholder shall be supplied to the Company, at such transferring Shareholder's expense, to the effect that such Transfer complies with applicable securities laws. 7.3 The following Transfers are permitted : (a) any sale of common shares of the Company on the public market in respect connection with or following an initial public offering and listing of such common shares; STRICTLY CONFIDENTIAL --------------------- (b) any Transfer by a Shareholder which is approved by the beneficial owners of not less than [ ] of the total issued Shares; and (c) any Transfer required as consideration for any one of the transactions listed in Clause 4.1(d)(ii). 7.4 If at any time any Shareholder receives a bona fide offer from a third party (other than a proposed transfer permitted under Clause 7.3)(the "Third Party Offeror") to buy for cash (a "Third Party Offer") any or all of such condition has Shareholder's Shares (the "Offered Shares") and such Shareholder desires to accept the Third Party Offer, such Shareholder (the "Selling Shareholder") shall, subject to the consent of the beneficial owners of not been satisfied less than two thirds of the total issued Shares : (a) (i) make an offer (the "Right of First Refusal") to sell the Offered Shares to each other Shareholder (the "Rightholder") and (ii) make an offer to allow such Rightholder to participate in any sale of the Shares included in the Offered Shares (the "Tag Along Right") to the Third Party Offeror, in accordance with the procedures set forth below (such Right of First Refusal and Tag Along Right shall be voidupon the same terms and conditions as the Third Party Offer); or (b) directly accept the Third Party Offer and sell to the Third Party Offeror the Offered Shares. 7.5 If Clause 7.4(a) applies : (a) The Selling Shareholder shall send written notice of the Right of First Refusal and the Tag Along Right (the "Notice") to each Rightholder, which shall state (i) the number of Offered Shares and the proposed purchase price per Share, (ii) other terms and conditions of the Third Party Offer and (iii) the name of the Third Party Offeror. The Notice shall include a copy of all writings between the Third Party Offeror and the Selling Shareholder necessary to establish the terms of the Third Party Offer. (b) Any Transfer The Notice shall not be effective unless all of Shares between the Shareholders and/or their Affiliates following conditions are met: (i) the Third Party Offeror shall have delivered to the Selling Shareholder a letter, signed by the Third Party Offeror, confirming its offer to effect the proposed transaction on the terms stated in the Third Party Offer; STRICTLY CONFIDENTIAL --------------------- (ii) the Third Party Offer shall not be subject to any conditions, except that it may be freely made without being subject conditioned upon the truth as of the closing of the proposed purchase of customary representations and warranties and the delivery of a customary legal opinion; (iii) the Third Party Offer shall propose, with respect to the provisions Shareholder who may exercise its Tag Along Rights, that such Shareholder's liability for breach of paragraph (c) below provided that the Affiliate becomes a Party to this Agreement. However, if an affiliate so acquiring the shares will cease to be an affiliate, such affiliate shall transfer the shares back any representations and warranties made to the transferor or an affiliate Third Party Offeror shall be limited to the net proceeds received by such Shareholder from the sale of their Shares; (iv) the Third Party Offer shall propose a price ("Third Party Offer Price") payable wholly in cash; and (v) the Third Party Offeror shall have furnished reasonably satisfactory evidence as to such transferor before it ceases Third Party Offeror's financial ability to be an affiliateconsummate the proposed purchase. (c) Unless agreed otherwise by the Shareholders, any Shareholder wishing to Transfer its Shares (the “Transferor”) to any unaffiliated third party (the “Transferee”) Each Rightholder shall send a written notice (a “Transfer Notice”) to the other Party (the “Offeree”) and to the Board of Directors stating the number of shares to be sold or transferred which may be all or part of such Shareholders’ shareholding in the Company (the “Offered Shares”), the identity of the proposed Transferee, and the price per Share and other terms of the proposed Transfer. The Transfer Notice must be accompanied by a second notice to the Offeree (the “Come Along Notice”) indicating that the proposed Transfer grants the Offeree have the right to transfer, at its discretion, all or part of its Shares to the same Transferee at the same price and terms stated in the Transfer Notice sent by the Transferor and to receive cash as consideration equal in amount to the value of cash, securities or other property to be received by the Transferor from the Transferee. The Transferor agrees that it shall not issue a Transfer Notice in the absence of having secured the agreement of the Transferee to honor the Offeree’s right to also Transfer at the same purchase price all of its Shares should the Offeree decide to exercise such right. Any Transfer Notice issued by the Transferor and not accompanied by a Come Along Notice shall not be considered a valid Transfer Notice.: (i) Within thirty (30) days of receipt of the Come Along Notice, the Offeree shall inform the Transferor in writing whether it wishes to sell purchase all or part of its Shares to the Transferee. If the Offeree fails to respond to the Transferor within the thirty day period or informs the Transferor that it elects not to sell any Shares to the Transferee, then the following paragraphs shall apply. If the Offeree informs the Transferor that it shall sell all or part of its Shares to the Transferee, then the Offeree shall also be deemed to have rejected to purchase the Offered Shares as per the Transfer Notice and the Transferee shall be required to purchase the Offered Shares and the Shares the Offeree wishes to sell to the Transferee in accordance with the terms set forth in the Transfer Notice. (ii) Within thirty (30) days of receipt of the Transfer Notice, the Offeree shall inform the Transferor in writing whether it wishes to purchase (the “Purchase Notice”) the Offered Shares. (iii) In the event that the Offeree fails to respond to a Transfer Notice within the 30 day period set forth above, it shall be deemed to have rejected the offer of the Transferor. In the event that the offer in the Transfer Notice is rejected or deemed to be rejected, the Transferor shall within one hundred eighty (180) days after the date of the Transfer Notice, Transfer all respective Pro Rata Amount (but not less than all) of the Offered Shares at a purchase price equal to the Transferee at any price not less than Third Party Offer Price and upon the price terms and on other terms not more favorable than those specified conditions of the Third Party Offer; (ii) in the Transfer Notice.event that the Rightholder does not elect to purchase all of its respective Pro Rata Amount of the Offered Shares, to sell, upon the terms set forth in the Third Party Offer, that number of Shares held by the Rightholder determined by multiplying the number of Shares included in the Offered Shares by a fraction, the numerator of which shall be the total number of Shares held by the Rightholder and the denominator of which shall be the total number of outstanding Shares; or (iviii) The Parties shall complete all Transfers pursuant to this paragraph (c) within (180) days reject the Right of First Refusal and the date of the Transfer Notice, this period being subject to extension as may be necessary to obtain required governmental approvalsTag Along Right. (d) No Party The rights of a Rightholder under Clause 7.5(c) shall createbe exercisable by written notice to the Selling Shareholder with a copy to the Company given within STRICTLY CONFIDENTIAL --------------------- fifteen (15) days after receipt of the Notice (the "Notice Period"). If the Rightholder shall fail to respond within the Notice Period to the Selling Shareholder, incursuch failure shall be regarded as a rejection of both the Right of First Refusal and the Tag Along Right. (e) The closing of the purchase of Offered Shares elected to be purchased by the Rightholder under Clause 7.5(c)(i) shall be held at the principal office of the Company at 11:00 a.m. local time on the thirtieth (30th) day after the date on which the Notice Period shall have expired or at such other time and place as the parties to the transaction may agree. At such closing, assume the Selling Shareholder shall deliver certificates representing the Offered Shares, duly endorsed with a signature guarantee for transfer and accompanied by all requisite transfer taxes, if any, and such Offered Shares shall be free and clear of any liens, claims, charges, options, encumbrances or suffer rights (other than those arising hereunder) and the Selling Shareholder shall so represent and warrant, and further represent and warrant that it is the beneficial and record owner of such Offered Shares. The Shareholder purchasing Offered Shares shall deliver at the closing payment in full in immediately available funds for the Offered Shares purchased by it. At such closing, all of the parties to exist any Lien upon the transaction shall execute such additional documents as are otherwise necessary or with respect to any appropriate. (f) Unless all of the Offered Shares under Clause 7.5(c)(i) are purchased by the Rightholder, the Selling Shareholder may sell such portions of its Shares without that can be sold under Clause 7.5(c)(ii) to the prior written consent Third Party Offeror on the terms and conditions of the Third Party Offer; PROVIDED, HOWEVER, that such sale is bona fide and made within ninety (90) days of the expiration of the Notice Period. If such sale is not consummated within such 90-day period, the restrictions provided for herein shall again become effective, and no transfer of such Offered Shares may be made thereafter without again offering the same to the other PartyShareholder in accordance with this Agreement.

Share Transfers. (a) Shares may only be transferred in accordance with Without the provisions consent of this Agreement and of the Articles of Association of the CompanyCablevision, and any other attempted Transfer shall be void. It shall be a condition to the sale of Shares to any Person under any provision of this Section 3.02 that such Person shall agree in writing to be bound by the provisions of this Agreement, and any sale in respect of which such condition has not been satisfied shall be void. (b) Any Transfer of Shares between the Shareholders and/or their Affiliates may be freely made without being subject to the provisions of paragraph (c) below provided that the Affiliate becomes a Party to this Agreement. However, if an affiliate so acquiring the shares will cease to be an affiliate, such affiliate shall transfer the shares back to the transferor or an affiliate of such transferor before it ceases to be an affiliate. (c) Unless agreed otherwise by the Shareholders, any Shareholder wishing to Transfer its Shares (the “Transferor”) to any unaffiliated third party (the “Transferee”) shall send a written notice (a “Transfer Notice”) to the other Party (the “Offeree”) and to the Board of Directors stating the number of shares to be sold or transferred which may be all granted or part of such Shareholders’ shareholding withheld in the Company (the “Offered Shares”), the identity of the proposed Transferee, Cablevision's sole and the price per Share and other terms of the proposed Transfer. The Transfer Notice must be accompanied by a second notice to the Offeree (the “Come Along Notice”) indicating that the proposed Transfer grants the Offeree the right to transfer, at its absolute discretion, all or part of its Shares except pursuant to the same Transferee at the same price and terms stated in the Transfer Notice sent by the Transferor and to receive cash as consideration equal in amount to the value of cashSection 4 hereof, securities or other property to be received by the Transferor from the Transferee. The Transferor agrees that it NBC-Rainbow shall not issue Transfer, in any single transaction or group of related transactions, any Rainbow Media Holdings Shares that are Beneficially Owned by NBC-Rainbow except for a Transfer Notice in the absence (A) of having secured the agreement of the Transferee to honor the Offeree’s right to also Transfer at the same purchase price all of its Shares should the Offeree decide to exercise such right. Any Transfer Notice issued by the Transferor and not accompanied by a Come Along Notice shall not be considered a valid Transfer Notice. (i) Within thirty (30) days of receipt of the Come Along Notice, the Offeree shall inform the Transferor in writing whether it wishes to sell all or part of its Shares to the Transferee. If the Offeree fails to respond to the Transferor within the thirty day period or informs the Transferor that it elects not to sell any Shares to the Transferee, then the following paragraphs shall apply. If the Offeree informs the Transferor that it shall sell all or part of its Shares to the Transferee, then the Offeree shall also be deemed to have rejected to purchase the Offered Shares as per the Transfer Notice and the Transferee shall be required to purchase the Offered Shares and the Shares the Offeree wishes to sell to the Transferee in accordance with the terms set forth in the Transfer Notice. (ii) Within thirty (30) days of receipt of the Transfer Notice, the Offeree shall inform the Transferor in writing whether it wishes to purchase (the “Purchase Notice”) the Offered Shares. (iii) In the event that the Offeree fails to respond to a Transfer Notice within the 30 day period set forth above, it shall be deemed to have rejected the offer of the Transferor. In the event that the offer in the Transfer Notice is rejected or deemed to be rejected, the Transferor shall within one hundred eighty (180) days after the date of the Transfer Notice, Transfer all (but not less than all) of the Offered such Rainbow Media Holdings Shares to any Controlled Subsidiary of NBC or (B) of all or any of such Rainbow Media Holdings Shares to a Subsidiary all of the Transferee at Voting Securities and all of the equity securities of which are Beneficially Owned, directly or indirectly, by NBC; PROVIDED, that contemporaneously with any price not less than such Transfer such Controlled Subsidiary or wholly owned Subsidiary, as the price case may be, becomes a party to a counterpart of this Agreement and on other terms not more favorable than those specified in NBC guarantees the performance of all obligations of such Controlled Subsidiary or wholly owned Subsidiary, as the case may be, under this Agreement; PROVIDED, FURTHER, that such Controlled Subsidiary or wholly owned Subsidiary, as the case may be, and NBC shall prior to such Transfer Noticecovenant and agree with Cablevision that, for so long as the Controlled Subsidiary or wholly owned Subsidiary, as the case may be, Beneficially Owns such Cablevision Shares, it shall continue to be a Controlled Subsidiary or wholly owned Subsidiary, as the case may be, of NBC. (ivb) The Parties shall complete all Transfers pursuant to this paragraph (c) within (180) days For a period of 12 months following the date of the Distribution, NBC-Rainbow shall not Transfer, in any single transaction or group of related transactions, any Rainbow Media Group Class A Shares that are Beneficially Owned by NBC-Rainbow, except for a Transfer Notice(A) of all (but not less than all) of such Rainbow Media Group Class A Shares to any Controlled Subsidiary of NBC or (B) of all or any of such Rainbow Media Group Class A Shares to a Subsidiary all of the Voting Securities and all of the equity securities of which are Beneficially Owned, directly or indirectly, by NBC; PROVIDED, that contemporaneously with any such Transfer such Controlled Subsidiary or wholly owned Subsidiary, as the case may be, becomes a party to a counterpart of this period being subject Agreement and NBC guarantees the performance of all obligations of such Controlled Subsidiary or wholly owned Subsidiary, as the case may be, under this Agreement; PROVIDED, FURTHER, that such Controlled Subsidiary or wholly owned Subsidiary, as the case may be, and NBC shall prior to extension such Transfer covenant and agree with Cablevision that, for so long as the Controlled Subsidiary or wholly owned Subsidiary, as the case may be, Beneficially Owns such Rainbow Media Group Class A Shares, it shall continue to be necessary to obtain required governmental approvalsa Controlled Subsidiary or wholly owned Subsidiary, as the case may be, of NBC. (dc) No Party After such 12-month period following the Distribution has elapsed, NBC-Rainbow shall create, incur, assume or suffer be entitled to exist any Lien upon or with respect transfer Rainbow Media Group Class A Shares to any Person (a "PERMITTED TRANSFEREE") after complying with the provisions of its Section 8 to the extent applicable, PROVIDED, that such Person causes to be delivered to Cablevision an opinion of counsel experienced in such matters to the effect that such transfer may be effected without registration under the Securities Act, PROVIDED, that in the following circumstances a transferee of NBC-Rainbow's Rainbow Media Group Class A Shares without shall become a party to a counterpart of this Agreement as NBC-Rainbow (whereupon, subject to Section 11(f), any reference to NBC-Rainbow herein shall be deemed to be a reference to such Person): (i) any Person acquiring directly from NBC- Rainbow, in a single transaction or a series of related transactions, more than 10% of NBC-Rainbow's Original Block unless such Person is acquiring such Rainbow Media Group Class A Shares with a view to, or for resale in connection with, the prior written consent distribution thereof as evidenced by a certificate delivered to Cablevision from such Person; and (ii) any Person acquiring Rainbow Media Group Class A Shares directly from NBC-Rainbow that, to the knowledge of NBC or NBC-Rainbow, would own more than 50% of NBC-Rainbow's Original Block as a result of such transfer from NBC-Rainbow unless such Person is acquiring such Rainbow Media Group Class A Shares with a view to, or for resale in connection with, the other Partydistribution thereof as evidenced by a certificate delivered to Cablevision from such Person.