Common use of Subsequent Transferees Clause in Contracts

Subsequent Transferees. 10 8.1 Except in the event the Block Sale Transferee sells or transfers its Company Common Shares (or other equity securities of the Company) to a third party in accordance with a Third Party Proposal, the transferee of all or substantially all of the Company Common Shares transferred to the Block Sale Transferee in the Block Sale (the “Subsequent Transferee”) shall agree to assume and perform all obligations and be subject to, and bound by all restrictions of the Block Sale Transferee pursuant to this Agreement during the remainder of the Standstill Period (other than (i) Article 6, (ii) the provisions of Article 4 if such transferee (a) is not an “affiliate” (as such term is defined in Section 203(c)(1) of the DGCL) of the Block Sale Transferee at the time of such transfer and (b) was not such an “affiliate” (as such term is defined in Section 203(c)(1) of the DGCL) on the Effective Date [and (ii) the provisions of Article 5 and Sections 3.1(d), 3.1(e), 3.1(f), 3.1(g)(iii), 3.1(g)(iv), 3.1(g)(v) and 3.1(h) hereunder]11), as if such transferee were the Block Sale Transferee (provided, however, that the Effective Date shall continue to be defined as the date of consummation of the Block Sale). For the avoidance of doubt, the Parties acknowledge and agree that no Subsequent Transferee shall have a right to a

Subsequent Transferees. 10 8.1 Except in the event the Block Sale Transferee sells or transfers its Company Common Shares (or other equity securities of the Company) to a third party in accordance with a Third Party Proposal, the transferee of all or substantially all of the Company Common Shares transferred to the Block Sale Transferee in the Block Sale (the “Subsequent Transferee”) shall agree to assume and perform all obligations and be subject to, and bound by all restrictions of the Block Sale Transferee pursuant to this Agreement during the remainder of the Standstill Period (other than (i) Article 6, (ii) the provisions of Article 4 if such transferee (a) is not an “affiliate” (as such term is defined in Section 203(c)(1) of the DGCL) of the Block Sale Transferee at the time of such transfer and (b) was not such an “affiliate” (as such term is defined in Section 203(c)(1) of the DGCL) on the Effective Date [and (ii) the provisions of Article 5 and Sections 3.1(d), 3.1(e), 3.1(f), 3.1(g)(iii), 3.1(g)(iv), 3.1(g)(v) and 3.1(h) hereunder]11), as if such transferee were the Block Sale Transferee (provided, however, that the Effective Date shall continue to be defined as the date of consummation of the Block Sale). For the avoidance of doubt, the Parties acknowledge and agree that no Subsequent Transferee shall have a right to aa waiver of Section 203(a)(1) of the DGCL in connection with such Subsequent Transferee’s acquisition of Company Common Shares Transferred to the Block Sale Transferee in a Block Sale under this Agreement, the Governance Agreement or otherwise. 10 Nothing contained in Article 8 shall constitute consent by the committee of directors that qualify as “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee) to any waiver of any obligation to convert Company Class B Stock into shares of Company Common Stock. 11 Note to form: to be included if the Block Sale Transferee accepts the board nomination rights. 8.2 Prior to and as a condition to the acquisition by the Subsequent Transferee of the Company Common Shares Transferred to the Block Sale Transferee in the Block Sale, the Block Sale Transferee (or any Subsequent Transferee who transfers such Company Common Shares) agrees to cause such Subsequent Transferee to execute an Assumption Agreement substantially in the form attached hereto as Annex C (the “Assumption Agreement”), which shall also be signed by the Company and the Block Sale Transferee.