Common use of Transfer and Lock-Up of Shares Clause in Contracts

Transfer and Lock-Up of Shares. (i) The Management Stockholder agrees that he or she will not cause or permit the Shares or his or her interest in the Shares to be sold, transferred, hypothecated, assigned or encumbered except as expressly permitted by this Section 3; provided, however, that the Shares or any such interest may be Transferred (A) on the Management Stockholder’s death by bequest or inheritance to the Management Stockholder’s executors, administrators, testamentary trustees, legatees or beneficiaries, (B) with the prior written consent of the Board (which consent shall not be unreasonably withheld), during the Management Stockholder’s lifetime for estate planning purposes and (C) in accordance with Section 4 of this Agreement, subject in each case to (x) paragraph (ii) of this Section 3(a), (y) compliance with all applicable tax, securities and other laws and (z) the agreement by each Transferee (other than the Company or as otherwise permitted by the Company) in writing to be bound by the terms of this Agreement as if such Transferee had been an original signatory hereto and provided in any such case that, in the case of a Transfer pursuant to clauses (A) or (B) above, such Transfer will not be permitted if it would cause the Company to be required to register the Common Stock under Section 12(g) of the Exchange Act.

Transfer and Lock-Up of Shares. (i) The Management Stockholder agrees that he or she will not cause or permit the Shares or his or her interest in the Shares to be sold, transferred, hypothecated, assigned or encumbered Transferred except as expressly permitted by this Section 3; provided, however, that that, subject to the following sentence, the Shares or any such interest may be Transferred (A) on the Management Stockholder’s death by bequest or inheritance to the Management Stockholder’s executors, administrators, testamentary trustees, legatees or beneficiaries, (B) to pay withholding taxes related to the exercise of an Option under the Plan or the settlement of RSUs, with the prior written consent of the Board Committee, (which C) with the prior written consent shall not be unreasonably withheld)of the Board, during the Management Stockholder’s lifetime for estate planning purposes and (CD) in accordance with Section Sections 3(b) and 4 of this Agreement, subject in each case to (x1) paragraph (ii) of this Section 3(a), (y2) compliance with all applicable tax, securities and other laws and (z3) the agreement by each Transferee (other than the Company or as otherwise permitted by the CompanyCompany in writing) in writing to be bound by the terms of this Agreement as if such Transferee had been an original signatory hereto hereto. Notwithstanding anything to the contrary herein, Options (and provided any interests therein) shall be transferable only in any such case that, in the case of a Transfer pursuant to clauses (A) or (B) above, such Transfer will not be permitted if it would cause the Company to be required to register the Common Stock under accordance with Section 12(g) 4.5 of the Exchange ActPlan.

Transfer and Lock-Up of Shares. (i) The Management Stockholder agrees that he or she will not cause or permit the Shares or his or her interest in the Shares to be sold, transferred, hypothecated, assigned or encumbered except as expressly permitted by this Section 3; provided, however, that the Shares or any such interest may be Transferred (A) on the Management Stockholder’s death by bequest or inheritance to the Management Stockholder’s executors, administrators, testamentary trustees, legatees or beneficiaries, (B) with subject to the prior written consent of approval by the Board (or an individual designated by the Board for this purpose, which consent approval shall not be unreasonably withheld), during and subject to compliance with all applicable tax, securities and other laws, any trust or custodianship created by the Management Stockholder, the beneficiaries of which may include only the Management Stockholder, the Management Stockholder’s lifetime for estate planning purposes spouse or the Management Stockholder’s lineal descendants (by blood or adoption) and (C) in accordance with Section 4 of this Agreement, subject in each case to (x) paragraph (ii) of this Section 3(a), (y) compliance with all applicable tax, securities and other laws and (z) the agreement by each Transferee (other than the Company or as otherwise permitted by the Company) in writing to be bound by the terms of this Agreement as if such Transferee had been an original signatory hereto and provided in any such case that, in the case of a Transfer pursuant to clauses (A) or (B) above, such Transfer will not be permitted if it would cause the Company to be required to register the Common Stock under Section 12(g) of the Exchange Act.