Common use of Transfer Matters Clause in Contracts

Transfer Matters. (a) If IXC or any controlled Affiliate of IXC that beneficially owns IXC Shares (collectively, the "Selling Shareholder") shall desire to sell or otherwise dispose of any or all of the IXC Shares beneficially owned by it (the "Offered Shares"), other than to IXC Carrier, after IXC Carrier has agreed in writing to be bound by the terms of this Section 15.7 and by Section 15.8, or pursuant to a pledge to an unaffiliated third-party lender ("Lender") in connection with a bona fide lending transaction or a foreclosure or similar sale in connection therewith (each, a "Pledge Transaction"), such Selling Shareholder shall first give written notice (the "Notice of Sale") to PSINet. Upon the giving of any Notice of Sale, PSINet shall have a non-assignable, one-time, first option to purchase all (but not less than all) of the Offered Shares for cash at the Current Market Price at the date the Notice of Sale is given, which option must be exercised by giving notice of such exercise to the Selling Shareholder within 48 hours (excluding hours on Saturdays, Sundays or national holidays) after the receipt by PSINet of the Notice of Sale (the "Offer Acceptance Date"). Such notice of exercise shall constitute PSINet's binding, non-cancelable agreement to purchase the Offered Shares. The closing of the purchase by PSINet of the Offered Shares shall take place within 30 days after the Offer Acceptance Date. PSINet shall designate the time and date of the closing which shall be held at the principal office of PSINet or such other place as may be mutually agreed upon between PSINet and the Selling Shareholder. At the closing, the Selling Shareholder shall duly assign and deliver to PSINet certificates representing the Offered Shares, with required transfer stamps attached, and PSINet shall pay the Selling Shareholder the purchase price (plus one-half the cost of all transfer stamps required) by wire transfer of same-day funds to an account designated by the Selling Shareholder. If the right given to PSINet in this section shall not have been exercised as to the Offered Shares as set forth above, the Selling Shareholder shall have the right, at any time within three months after the expiration of such 48-hour period, to dispose of all of the Offered Shares. If by the end of such three-month period, the Selling Shareholder has not sold or otherwise disposed of all of the Offered Shares, the remaining Offered Shares shall not be sold by the Selling Shareholder except after compliance again with the provisions of this Section 15.7. (b) Notwithstanding any provision of this Agreement to the contrary, during the six month period preceding or following the Additional Shares Determination Date and during the six month period following the Additional Shares Acceleration Date, neither IXC, IXC Communications, Inc. nor any controlled Affiliate of IXC Communications, Inc. shall sell, transfer, convey or otherwise dispose of any Common Stock of PSINet or any securities convertible into or exchangeable or exercisable for any shares of Common Stock of PSINet (each, an "Untimely Transfer"). PSINet's sole remedy with respect to an Untimely Transfer occurring during the six-month period prior to the Additional Shares Determination Date, shall be to delay payment to IXC and suspend PSINet's obligations to IXC under Section 3.5 as set forth in Section 15.7(c). This Section 15.7(b) shall not apply to a Pledge Transaction, so long as neither IXC nor any of its Affiliates do not intentionally breach the terms of the applicable pledge or any related financing agreement with the purpose of avoiding this Section 15.7(b). (c) Notwithstanding any provision of this Agreement to the contrary, PSINet's obligations to pay or deliver any Additional Shares and/or cash, other securities or property pursuant to Section 3.5 to IXC shall be suspended in the event of, and for so long as there shall be continuing (i) a breach by IXC of a Material Provision, or a breach of Section 15.8(a) or the Standstill Agreement claimed by PSINet to be material and which PSINet actively seeks to resolve through the dispute resolution procedures set forth in this Agreement or the Standstill Agreement, as applicable, or (ii) a breach by IXC or any of its Affiliates of the provisions of Section 15.7(a) or 15.7(b), until such breach has been cured (in the case of a breach of Section 15.7(b), until such breach has been cured for a period of at least fifty (50) consecutive trading days without an Untimely Transfer after the transaction giving rise to such breach).

Transfer Matters. (a) If IXC or any controlled Affiliate of IXC that beneficially owns IXC Shares (collectively, the "Selling Shareholder") shall desire to sell or otherwise dispose of any or all of the IXC Shares beneficially owned by it (the "Offered Shares"), other than to IXC Carrier, after IXC Carrier has agreed in writing to be bound by the terms of this Section 15.7 and by Section 15.8, or pursuant to a pledge to an unaffiliated third-party lender ("Lender") in connection with a bona fide lending transaction or a foreclosure or similar sale in connection therewith (each, a "Pledge Transaction"), such Selling Shareholder shall first give written notice (the "Notice of Sale") to PSINet. Upon the giving of any Notice of Sale, PSINet shall have a non-assignable, one-time, first option to purchase all (but not less than all) of the Offered Shares for cash at the Current Market Price at the date the Notice of Sale is given, which option must be exercised by giving notice of such exercise to the Selling Shareholder within 48 hours (excluding hours on Saturdays, Sundays or national holidays) after the receipt by PSINet of the Notice of Sale (the "Offer Acceptance Date"). Such notice of exercise shall constitute PSINet's binding, non-cancelable agreement to purchase the Offered Shares. The closing of the purchase by PSINet of the Offered Shares shall take place within 30 days after the Offer Acceptance Date. PSINet shall designate the time and date of the closing which shall be held at the principal office of PSINet or such other place as may be mutually agreed upon between PSINet and the Selling Shareholder. At the closing, the Selling Shareholder shall duly assign and deliver to PSINet certificates representing the Offered Shares, with required transfer stamps attached, and PSINet shall pay the Selling Shareholder the purchase price (plus one-half the cost of all transfer stamps required) by wire transfer of same-day funds to an account designated by the Selling Shareholder. If the right given to PSINet in this section shall not have been exercised as to the Offered Shares as set forth above, the Selling Shareholder shall have the right, at any time within three months after the expiration of such 48-48- hour period, to dispose of all of the Offered Shares. If by the end of such three-month period, the Selling Shareholder has not sold or otherwise disposed of all of the Offered Shares, the remaining Offered Shares shall not be sold by the Selling Shareholder except after compliance again with the provisions of this Section 15.7. (b) Notwithstanding any provision of this Agreement to the contrary, during the six month period preceding or following the Additional Shares Determination Date and during the six month period following the Additional Shares Acceleration Date, neither IXC, IXC Communications, Inc. nor any controlled Affiliate of IXC Communications, Inc. shall sell, transfer, convey or otherwise dispose of any Common Stock of PSINet or any securities convertible into or exchangeable or exercisable for any shares of Common Stock of PSINet (each, an "Untimely Transfer"). PSINet's sole remedy with respect to an Untimely Transfer occurring during the six-month period prior to the Additional Shares Determination Date, shall be to delay payment to IXC and suspend PSINet's obligations to IXC under Section 3.5 as set forth in Section 15.7(c). This Section 15.7(b) shall not apply to a Pledge Transaction, so long as neither IXC nor any of its Affiliates do not intentionally breach the terms of the applicable pledge or any related financing agreement with the purpose of avoiding this Section 15.7(b). (c) Notwithstanding any provision of this Agreement to the contrary, PSINet's obligations to pay or deliver any Additional Shares and/or cash, other securities or property pursuant to Section 3.5 to IXC shall be suspended in the event of, and for so long as there shall be continuing (i) a breach by IXC of a Material Provision, or a breach of Section 15.8(a) or the Standstill Agreement claimed by PSINet to be material and which PSINet actively seeks to resolve through the dispute resolution procedures set forth in this Agreement or the Standstill Agreement, as applicable, or (ii) a breach by IXC or any of its Affiliates of the provisions of Section 15.7(a) or 15.7(b), until such breach has been cured (in the case of a breach of Section 15.7(b), until such breach has been cured for a period of at least fifty (50) consecutive trading days without an Untimely Transfer after the transaction giving rise to such breach).

Transfer Matters. (a) If IXC or any controlled Affiliate of IXC that beneficially owns IXC Shares (collectively, the "Selling Shareholder") shall desire to sell or otherwise dispose of any or all of the IXC Shares beneficially owned by it (the "Offered Shares"), other than to IXC Carrier, after IXC Carrier has agreed in writing to be bound by the terms of this Section 15.7 and by Section 15.8, or pursuant to a pledge to an unaffiliated third-party lender ("Lender") in connection with a bona fide lending transaction or a foreclosure or similar sale in connection therewith (each, a "Pledge Transaction"), such Selling Shareholder shall first give written notice (the "Notice of Sale") to PSINet. Upon the giving of any Notice of Sale, PSINet shall have a non-assignable, one-time, first option to purchase all (but not less than all) of the Offered Shares for cash at the Current Market Price at the date the Notice of Sale is given, which option must be exercised by giving notice of such exercise to the Selling Shareholder within 48 hours (excluding hours on Saturdays, Sundays or national holidays) after the receipt by PSINet of the Notice of Sale (the "Offer Acceptance Date"). Such notice of exercise shall constitute PSINet's binding, non-cancelable agreement to purchase the Offered Shares. The closing of the purchase by PSINet of the Offered Shares shall take place within 30 days after the Offer Acceptance Date. PSINet shall designate the time and date of the closing which shall be held at the principal office of PSINet or such other place as may be mutually agreed upon between PSINet and the Selling Shareholder. At the closing, the Selling Shareholder shall duly assign and deliver to PSINet certificates representing the Offered Shares, with required transfer stamps attached, and PSINet shall pay the Selling Shareholder the purchase price (plus one-half the cost of all transfer stamps required) by wire transfer of same-day funds to an account designated by the Selling Shareholder. If the right given to PSINet in this section shall not have been exercised as to the Offered Shares as set forth above, the Selling Shareholder shall have the right, at any time within three months after the expiration of such 48-hour period, to dispose of all of the Offered Shares. If by the end of such three-month period, the Selling Shareholder has not sold or otherwise disposed of all of the Offered Shares, the remaining Offered Shares shall not be sold by the Selling Shareholder except after compliance again with the provisions of this Section 15.7. (b) Notwithstanding any provision of this Agreement to the contrary, during the six month period preceding or following the Additional Shares Determination Date and during the six month period following the Additional Shares Acceleration Date, neither IXC, IXC Communications, Inc. nor any controlled Affiliate of IXC Communications, Inc. shall sell, transfer, convey or otherwise dispose of any Common Stock of PSINet or any securities convertible into or exchangeable or exercisable for any shares of Common Stock of PSINet (each, an "Untimely Transfer"). PSINet's sole remedy with respect to an Untimely Transfer occurring during the six-month period prior to the Additional Shares Determination Date, shall be to delay payment to IXC and suspend PSINet's obligations to IXC under Section 3.5 as set forth in Section 15.7(c). This Section 15.7(b) shall not apply to a Pledge Transaction, so long as neither IXC nor any of its Affiliates do not intentionally breach the terms of the applicable pledge or any related financing agreement with the purpose of avoiding this Section 15.7(b). (c) Notwithstanding any provision of this Agreement to the contrary, PSINet's obligations to pay or deliver any Additional Shares and/or cash, other securities or property pursuant to Section 3.5 to IXC shall be suspended in the event of, and for so long as there shall be continuing (i) a breach by IXC of a Material Provision, or a breach of Section 15.8(a) or the Standstill Agreement claimed by PSINet to be material and which PSINet actively seeks to resolve through the dispute resolution procedures set forth in this Agreement or the Standstill Agreement, as applicable, or (ii) a breach by IXC or any of its Affiliates of the provisions of Section 15.7(a) or 15.7(b), until such breach has been cured (in the case of a breach of Section 15.7(b), until such breach has been cured for a period of at least fifty (50) consecutive trading days without an Untimely Transfer after the transaction giving rise to such breach).

Transfer Matters. (a) If IXC or any controlled Affiliate of IXC that beneficially owns IXC Shares (collectively, the "Selling Shareholder") shall desire to sell or otherwise dispose of any or all of the IXC Shares beneficially owned by it (the "Offered Shares"), other than to IXC Carrier, after IXC Carrier has agreed in writing to be bound by the terms of this Section 15.7 and by Section 15.8, or pursuant to a pledge to an unaffiliated third-party lender ("Lender") in connection with a bona fide lending transaction or a foreclosure or similar sale in connection therewith (each, a "Pledge Transaction"), such Selling Shareholder shall first give written notice (the "Notice of Sale") to PSINet. Upon the giving of any Notice of Sale, PSINet shall have a non-assignable, one-time, first option to purchase all (but not less than all) of the Offered Shares for cash at the Current Market Price at the date the Notice of Sale is given, which option must be exercised by giving notice of such exercise to the Selling Shareholder within 48 hours (excluding hours on Saturdays, Sundays or * Confidential material has been omitted and filed separately with the Securities and Exchange Commission national holidays) after the receipt by PSINet of the Notice of Sale (the "Offer Acceptance Date"). Such notice of exercise shall constitute PSINet's binding, non-cancelable agreement to purchase the Offered Shares. The closing of the purchase by PSINet of the Offered Shares shall take place within 30 days after the Offer Acceptance Date. PSINet shall designate the time and date of the closing which shall be held at the principal office of PSINet or such other place as may be mutually agreed upon between PSINet and the Selling Shareholder. At the closing, the Selling Shareholder shall duly assign and deliver to PSINet certificates representing the Offered Shares, with required transfer stamps attached, and PSINet shall pay the Selling Shareholder the purchase price (plus one-half the cost of all transfer stamps required) by wire transfer of same-day funds to an account designated by the Selling Shareholder. If the right given to PSINet in this section shall not have been exercised as to the Offered Shares as set forth above, the Selling Shareholder shall have the right, at any time within three months after the expiration of such 48-hour period, to dispose of all of the Offered Shares. If by the end of such three-month period, the Selling Shareholder has not sold or otherwise disposed of all of the Offered Shares, the remaining Offered Shares shall not be sold by the Selling Shareholder except after compliance again with the provisions of this Section 15.7. (b) Notwithstanding any provision of this Agreement to the contrary, during the six month period preceding or following the Additional Shares Determination Date and during the six month period following the Additional Shares Acceleration Date, neither IXC, IXC Communications, Inc. nor any controlled Affiliate of IXC Communications, Inc. shall sell, transfer, convey or otherwise dispose of any Common Stock of PSINet or any securities convertible into or exchangeable or exercisable for any shares of Common Stock of PSINet (each, an "Untimely Transfer"). PSINet's sole remedy with respect to an Untimely Transfer occurring during the six-month period prior to the Additional Shares Determination Date, shall be to delay payment to IXC and suspend PSINet's obligations to IXC under Section 3.5 as set forth in Section 15.7(c). This Section 15.7(b) shall not apply to a Pledge Transaction, so long as neither IXC nor any of its Affiliates do not intentionally breach the terms of the applicable pledge or any related financing agreement with the purpose of avoiding this Section 15.7(b). (c) Notwithstanding any provision of this Agreement to the contrary, PSINet's obligations to pay or deliver any Additional Shares and/or cash, other securities or property pursuant to Section 3.5 to IXC shall be suspended in the event of, and for so long as there shall be continuing (i) a breach by IXC of a Material Provision, or a breach of Section 15.8(a) or the Standstill Agreement claimed by PSINet to be material and which PSINet actively seeks to resolve through the dispute resolution procedures set forth in this Agreement or the Standstill Agreement, as applicable, or (ii) a breach by IXC or any of its Affiliates of the provisions of Section 15.7(a) or 15.7(b), until such breach has been cured (in the case of a breach of Section 15.7(b), until such breach has been cured for a period of at least fifty (50) consecutive trading days without an Untimely Transfer after the transaction giving rise to such breach).