Common use of Transfer of Claims, Interests and Securities Clause in Contracts

Transfer of Claims, Interests and Securities. Each Consenting Senior Note Holder hereby agrees, for so long as this Agreement shall remain in effect with regard to such Consenting Senior Note Holder, not to sell, assign, transfer, pledge, hypothecate or otherwise dispose of, directly or indirectly (each such action, a “Transfer”), any of its Relevant Claims or any right related thereto and including any voting rights associated with such Relevant Claims, unless the transferee thereof delivers an agreement in writing, in substantially the form of the transfer agreement attached hereto as Exhibit C (the “Transfer Agreement”), to the Debtors no later than three (3) Business Days after the relevant Transfer (each such transferee becoming a Consenting Senior Note Holder upon the Transfer hereunder); provided, however, that any Transfer of Relevant Claims to a Consenting Senior Note Holder shall not require the execution of a Transfer Agreement but shall be subject to the provisions of Section 2.3 hereof. The Debtors shall promptly acknowledge any such Transfer Agreement in writing and provide a copy of that acknowledgement to the transferor; provided, however, that any failure by the Debtors to acknowledge such Transfer Agreement shall not affect the validity or enforceability thereof. By their acknowledgement of the relevant Transfer Agreement, the Debtors shall be deemed to have acknowledged that their obligations to the Consenting Senior Note Holders hereunder shall be deemed to constitute obligations in favor of the relevant transferee as a Consenting Senior Note Holder hereunder. Any sale, transfer, or assignment of any Relevant Claims that does not comply with the procedures set forth in this Section 2.2 shall be deemed void ab initio. Notwithstanding the foregoing, execution of a Transfer Agreement shall not be required for transferees that are broker-dealers or trading desks in their capacity or to the extent of their holdings as a broker-dealer or market maker of Claims or Equity Interests (a “Market Maker”) engaged in market making or riskless back-to-back trades (collectively, “Market Making Activities”); provided that execution of a Transfer Agreement under this Section 2.2 shall be required for the actual purchasers of Claims in such market transactions. For the avoidance of doubt, no Transfer Agreement shall be required in connection with a Transfer by any Consenting Senior Note Holder of any Equity Interests.

Transfer of Claims, Interests and Securities. Each of the Consenting Senior Note Holder Holders hereby agrees, for so long as this Agreement shall remain in effect with regard to such Consenting Senior Note Holdereffect, not to sell, assign, transfer, pledge, hypothecate or otherwise dispose of, directly or indirectly (each such actiontransfer, a “Transfer”), all or any of its Relevant Movie Gallery Claims (or any right related thereto and including any voting rights associated with such Relevant Movie Gallery Claims), unless the transferee thereof (a) agrees in writing at the time of such Transfer to assume and be bound by this Agreement, the Plan, the First Lien Term Sheet, the Second Lien Term Sheet and the Rights Offering Term Sheet and to assume the rights and obligations of a Consenting Holder under this Agreement, the Plan, the First Lien Term Sheet, the Second Lien Term Sheet and the Rights Offering Term Sheet and (b) delivers an agreement such writing substantially in writing, in substantially the form of conformity with the transfer agreement attached hereto as Exhibit C E (the each, a “Transfer Agreement”), ) to the Debtors no later than three two (32) Business Days after the relevant Transfer (each such transferee becoming becoming, upon the Transfer, a Consenting Senior Note Holder upon the Transfer hereunder); provided, however, that any Transfer of Relevant Claims to a Consenting Senior Note Holder shall not require the execution of a Transfer Agreement but shall be subject to the provisions of Section 2.3 hereof. The Debtors shall promptly acknowledge any such Transfer Agreement in writing and provide a copy of that acknowledgement to the transferor; provided, however, provided that any failure by the Debtors to acknowledge such Transfer Agreement shall not affect the validity or enforceability thereof. By their acknowledgement of the relevant Transfer Agreement, the Debtors shall be deemed to have acknowledged that their obligations to the Consenting Senior Note Holders hereunder shall be deemed to constitute obligations in favor of the relevant transferee as a Consenting Senior Note Holder hereunder. Any sale, transfer, transfer or assignment of any Relevant Claims Claim (as defined below) that does not comply with the procedures procedure set forth in the first sentence of this Section 2.2 3.2 shall be deemed void ab initio. Notwithstanding the foregoing, execution of a Transfer Agreement shall not be required for transferees that are broker-dealers or trading desks in their capacity or to the extent of their holdings as a broker-dealer or market maker of Claims or Equity Interests (a “Market Maker”) engaged in market making or riskless back-to-back trades (collectively, “Market Making Activities”); provided that execution of a Transfer Agreement under this Section 2.2 shall be required for the actual purchasers of Claims in such market transactions. For the avoidance of doubt, no Transfer Agreement shall be required in connection with a Transfer by any Consenting Senior Note Holder of any Equity Interests.

Transfer of Claims, Interests and Securities. Each Consenting Senior Note The Undersigned Holder hereby agrees, for so long as this Agreement shall remain in effect with regard to (such Consenting Senior Note Holderperiod, the “Restricted Period”), not to sell, assign, transfer, pledge, hypothecate or otherwise dispose of, directly or indirectly (each such actiontransfer, a “Transfer”), all or any of its Relevant Charter Claims (or any right related thereto and including any voting rights associated with such Relevant Charter Claims), unless the transferee thereof delivers (a) agrees in an agreement in writingenforceable writing to assume and be bound by this Agreement and the Term Sheet, in substantially and to assume the form rights and obligations of the transfer agreement attached hereto as Exhibit C Undersigned Holder under this Agreement and (the “Transfer Agreement”), b) promptly delivers such writing to the Debtors no later than three (3) Business Days after the relevant Transfer Company (each such transferee becoming a Consenting Senior Note Holder becoming, upon the Transfer Transfer, an Undersigned Holder hereunder); provided, however, that any Transfer of Relevant Claims to a Consenting Senior Note Holder shall not require the execution of a Transfer Agreement but shall be subject to the provisions of Section 2.3 hereof. The Debtors Company shall promptly acknowledge any such Transfer Agreement in writing and provide a copy of that acknowledgement to the transferor; provided, however, that any failure by the Debtors to acknowledge such Transfer Agreement shall not affect the validity or enforceability thereof. By their its acknowledgement of the relevant Transfer AgreementTransfer, the Debtors Company shall be deemed to have acknowledged that their its obligations to the Consenting Senior Note Holders Undersigned Holder hereunder shall be deemed to constitute obligations in favor of the relevant transferee as a Consenting Senior Note an Undersigned Holder hereunder. Any sale, transfer, transfer or assignment of any Relevant Claims Claim (as defined below) that does not comply with the procedures procedure set forth in the first sentence of this Section 2.2 Subsection 3(c) shall be deemed void ab initio. To extent permitted by law, the Undersigned Holder shall be permitted to Transfer Class A Common Stock of the Company so long as an ownership change under section 382 of the Internal Revenue Code would not occur as a result of the Transfer. Notwithstanding any order establishing certain notice periods with respect to monitoring transfers of Class A Common Stock, upon request of the foregoingUndersigned Holder the Company shall promptly (to the fullest extent permitted by any such order) evaluate and notify the Undersigned Holder of whether it will consent to or waive certain restrictions with respect to the proposed Transfer, execution of a Transfer Agreement which consent and/or waiver shall not be required for transferees that are broker-dealers or trading desks in their capacity or to the extent of their holdings as a broker-dealer or market maker of Claims or Equity Interests (a “Market Maker”) engaged in market making or riskless back-to-back trades (collectively, “Market Making Activities”); provided that execution of a Transfer Agreement under this Section 2.2 shall be required for the actual purchasers of Claims in such market transactions. For the avoidance of doubt, no Transfer Agreement shall be required in connection with a Transfer by any Consenting Senior Note Holder of any Equity Interestsunreasonably withheld.

Transfer of Claims, Interests and Securities. Each of the Consenting Senior Note Holder Noteholders hereby agrees, for so long as the period beginning on the date of this Agreement and ending on the earlier of (i) the date of the Closing and (ii) the date of the termination of this Agreement pursuant to Section 11(such period, the “Restricted Period”), that it shall remain in effect with regard to such Consenting Senior Note Holder, not to sell, assign, transfer, pledge, hypothecate or otherwise dispose of, directly or indirectly (each such actiontransfer, a “Transfer”), all or any of its Relevant Claims Notes or Common Stock (or any right related thereto and thereto, including any voting or consent rights associated with such Relevant ClaimsNotes and/or Common Stock), unless the transferee thereof delivers an agreement agrees in writing, on terms substantially similar to those set forth in substantially the form of the transfer agreement attached hereto as Exhibit C (the “Transfer Agreement”)B hereto, to assume and be bound by this Agreement, and to assume the Debtors no later than three (3) Business Days after rights and obligations of a Consenting Noteholder under this Agreement and delivers such writing to each of Holdings, Investco and counsel to the Consenting Noteholders at or prior to the time of the relevant Transfer (each such transferee becoming becoming, upon the Transfer, a Consenting Senior Note Holder upon the Transfer Noteholder hereunder); provided, however, that any Transfer of Relevant Claims to a Consenting Senior Note Holder shall not require the execution of a Transfer Agreement but shall be subject to the provisions of Section 2.3 hereof. The Debtors Holdings and Investco shall promptly acknowledge any such Transfer Agreement in writing writing, and provide a copy of that acknowledgement to the transferor; provided, however, that any failure by the Debtors to acknowledge such Transfer Agreement shall not affect the validity or enforceability thereof. By their its acknowledgement of the relevant Transfer AgreementTransfer, the Debtors each of Holdings and Investco shall be deemed to have acknowledged that their its obligations to the Consenting Senior Note Holders Noteholders hereunder shall be deemed to constitute obligations in favor of the relevant transferee as a Consenting Senior Note Holder Noteholder hereunder. Any sale, transfer, transfer or assignment of any Relevant Claims Note or share of Common Stock that does not comply with the procedures procedure set forth in the first sentence of this Section 2.2 3.2 shall be deemed void ab initio. Notwithstanding Each Consenting Noteholder further agrees to authorize and hereby authorizes Holdings and its subsidiaries to effect a stop transfer order with respect to all of the foregoing, execution of a Transfer Agreement shall not Notes and Common Stock owned by such Consenting Noteholder and agrees that an appropriate legend may be required for transferees that are broker-dealers or trading desks in their capacity or placed on the Notes and Common Stock with respect to the extent of their holdings as a broker-dealer or market maker of Claims or Equity Interests (a “Market Maker”) engaged transfer restrictions set forth in market making or riskless back-to-back trades (collectively, “Market Making Activities”); provided that execution of a Transfer Agreement under this Section 2.2 shall be required 3.2 and that such Consenting Noteholder will submit such Notes and certificates for Common Stock to Holdings for the actual purchasers inclusion of Claims in such market transactions. For the avoidance of doubt, no Transfer Agreement shall be required in connection with a Transfer by any Consenting Senior Note Holder of any Equity Interestslegend.

Transfer of Claims, Interests and Securities. Each of the Consenting Senior Note Holder Noteholders hereby agrees, for so long as this Agreement shall remain in effect with regard to has not been terminated (such Consenting Senior Note Holderperiod, the “Restricted Period”), not to directly or indirectly, (i) sell, assign, transfer, pledge, hypothecate or otherwise dispose ofof any of its Notes or Claims or any option, directly right or indirectly interest (voting, participation or otherwise) therein or (ii) grant any proxies, deposit any of its Notes in a voting trust or enter into a voting agreement with respect to any of its Notes or Claims (each such actiontransfer, a “Transfer”), provided, however, that, notwithstanding the foregoing, and subject to the Standstill Provisions (if any) contained in any existing Confidentiality Agreement that have not been terminated or expired in accordance with the terms of such Confidentiality Agreement, a Consenting Noteholder may Transfer its Relevant Notes or Claims or any right related thereto and including any voting rights associated with such Relevant Claims, unless if (a) the transferee thereof is a Consenting Noteholder or (b) if the transferee thereof is not a Consenting Noteholder, (i) executes and delivers an agreement in writing, in substantially the form of the transfer agreement attached hereto as Exhibit C (the “Transfer Agreement”), to the Debtors no later than three a Joinder and (3ii) Business Days delivers such Joinder to Group before the close of five (5) business days after the relevant Transfer (each such transferee becoming becoming, upon the Transfer, a Consenting Senior Note Holder upon the Transfer Noteholder hereunder); provided. Group, howeverHolding and IHC, that any Transfer of Relevant Claims to a Consenting Senior Note Holder shall not require the execution of a Transfer Agreement but shall be subject to the provisions of Section 2.3 hereof. The Debtors as appropriate, shall promptly acknowledge any such Transfer Agreement in writing and provide a copy of that acknowledgement to the transferor; provided, however, that any failure by the Debtors to acknowledge such Transfer Agreement shall not affect the validity or enforceability thereof. By their acknowledgement of the relevant Transfer AgreementTransfer, the Debtors Group, Holding and IHC, as appropriate, shall be deemed to have acknowledged that their obligations to the Consenting Senior Note Holders Noteholders hereunder shall be deemed to constitute obligations in favor of the relevant transferee as a Consenting Senior Note Holder Noteholder hereunder. Any sale, transfer, or assignment of any Relevant Claims that does not comply with the procedures set forth in this Section 2.2 shall be deemed void ab initio. Notwithstanding the foregoing, execution of a Transfer Agreement shall not be required for transferees that are broker-dealers or trading desks in their capacity or to the extent of their holdings as a broker-dealer or market maker of Claims or Equity Interests (a “Market Maker”) engaged in market making or riskless back-to-back trades (collectively, “Market Making Activities”); provided that execution of a Transfer Agreement under this Section 2.2 shall be required for the actual purchasers of Claims in such market transactions. For the avoidance of doubt, no Transfer Agreement shall be required in connection with a Transfer by any Consenting Senior Note Holder of any Equity Interests.

Transfer of Claims, Interests and Securities. Each of the Consenting Senior Note Holder Noteholders hereby agrees, for so long as the period beginning on the date of this Agreement and ending on the earlier of (i) the date of the Closing and (ii) the date of the termination of this Agreement pursuant to Section 11(such period, the "RESTRICTED PERIOD"), that it shall remain in effect with regard to such Consenting Senior Note Holder, not to sell, assign, transfer, pledge, hypothecate or otherwise dispose of, directly or indirectly (each such actiontransfer, a “Transfer”"TRANSFER"), all or any of its Relevant Claims Notes or Common Stock (or any right related thereto and thereto, including any voting or consent rights associated with such Relevant ClaimsNotes and/or Common Stock), unless UNLESS the transferee thereof delivers an agreement agrees in writing, on terms substantially similar to those set forth in substantially the form of the transfer agreement attached hereto as Exhibit C (the “Transfer Agreement”)EXHIBIT B hereto, to assume and be bound by this Agreement, and to assume the Debtors no later than three (3) Business Days after rights and obligations of a Consenting Noteholder under this Agreement and delivers such writing to each of Holdings, Investco and counsel to the Consenting Noteholders at or prior to the time of the relevant Transfer (each such transferee becoming becoming, upon the Transfer, a Consenting Senior Note Holder upon the Transfer Noteholder hereunder); provided, however, that any Transfer of Relevant Claims to a Consenting Senior Note Holder shall not require the execution of a Transfer Agreement but shall be subject to the provisions of Section 2.3 hereof. The Debtors Holdings and Investco shall promptly acknowledge any such Transfer Agreement in writing writing, and provide a copy of that acknowledgement to the transferor; provided, however, that any failure by the Debtors to acknowledge such Transfer Agreement shall not affect the validity or enforceability thereof. By their its acknowledgement of the relevant Transfer AgreementTransfer, the Debtors each of Holdings and Investco shall be deemed to have acknowledged that their its obligations to the Consenting Senior Note Holders Noteholders hereunder shall be deemed to constitute obligations in favor of the relevant transferee as a Consenting Senior Note Holder Noteholder hereunder. Any sale, transfer, transfer or assignment of any Relevant Claims Note or share of Common Stock that does not comply with the procedures procedure set forth in the first sentence of this Section 3.2 shall be deemed void AB INITIO. Each Consenting Noteholder further agrees to authorize and hereby authorizes Holdings and its subsidiaries to effect a stop transfer order with respect to all of the Notes and Common Stock owned by such Consenting Noteholder and agrees that an appropriate legend may be placed on the Notes and Common Stock with respect to the transfer restrictions set forth in this Section 2.2 shall be deemed void ab initio. Notwithstanding the foregoing, execution of a Transfer Agreement shall not be required 3.2 and that such Consenting Noteholder will submit such Notes and certificates for transferees that are broker-dealers or trading desks in their capacity or Common Stock to the extent of their holdings as a broker-dealer or market maker of Claims or Equity Interests (a “Market Maker”) engaged in market making or riskless back-to-back trades (collectively, “Market Making Activities”); provided that execution of a Transfer Agreement under this Section 2.2 shall be required Holdings for the actual purchasers inclusion of Claims in such market transactions. For the avoidance of doubt, no Transfer Agreement shall be required in connection with a Transfer by any Consenting Senior Note Holder of any Equity Interestslegend.

Transfer of Claims, Interests and Securities. Each Consenting Senior Note Holder hereby agreesLender individually and severally covenants that, for so long as from the date hereof until the termination of this Agreement shall remain in effect with regard respect to such Consenting Senior Note HolderParty, not to such Party shall not, directly or indirectly, sell, assign, transfer, pledge, hypothecate hypothecate, or otherwise dispose of, directly or indirectly transfer (each such action, a “Transfer”)) any First Lien Debt Claims, any of its Relevant Claims or any option or right related thereto to acquire, or voting, participation, or other interest therein, except to another Consenting Lender or to a purchaser or other entity that represents that it will execute and including any voting rights associated with deliver (and who does so execute and deliver) to the Company and the Consenting Lenders within two business days of settlement of such Relevant Claims, unless the transferee thereof delivers trade or transfer an agreement in writing, writing (in a form substantially similar to Exhibit B hereto) to assume and be bound by all the form terms of the transfer agreement attached hereto as Exhibit C (the “Transfer Agreement”), this Agreement with respect to the Debtors no later than three relevant First Lien Debt Claims, or other interests being transferred to such purchaser (3) Business Days after which agreement shall include the relevant Transfer (each such transferee becoming a Consenting Senior Note Holder upon the Transfer hereunderrepresentations and warranties set forth in this Agreement); provided, however, that any Transfer of Relevant Claims to a Consenting Senior Note Holder shall not require the execution of a Transfer Agreement but shall be subject to the provisions of Section 2.3 hereof. The Debtors Company shall promptly acknowledge any such Transfer Agreement trade or transfer in writing and provide a copy of that such acknowledgement to the transferor; provided, however, that any failure by the Debtors to acknowledge such Transfer Agreement shall not affect the validity or enforceability thereof. By their its acknowledgement of the relevant Transfer Agreementtrade or transfer, the Debtors Company shall be deemed to have acknowledged that their obligations to the Consenting Senior Note Holders Lender hereunder shall be deemed to constitute obligations in favor of the relevant transferee as a Consenting Senior Note Holder Lender hereunder. Any sale, transfer, or assignment Transfer of any Relevant Claims First Lien Debt Claim that does not comply with the procedures set forth in this Section 2.2 foregoing shall be deemed void ab initio. Notwithstanding the foregoing, execution of a Transfer This Agreement shall not in no way be required for transferees construed to preclude a Party from acquiring additional claims under the Credit Agreement or Specified Swap Agreements, as applicable, or other interests in any Debtor; provided, however, that are broker-dealers any such additional claims under the Credit Agreement or trading desks in their capacity or Specified Swap Agreements shall automatically be deemed to be subject to all the extent terms of their holdings as a broker-dealer or market maker of Claims or Equity Interests (a “Market Maker”) engaged in market making or riskless back-to-back trades (collectively, “Market Making Activities”); provided that execution of a Transfer Agreement under this Section 2.2 shall be required for the actual purchasers of Claims in such market transactions. For the avoidance of doubt, no Transfer Agreement shall be required in connection with a Transfer by any Consenting Senior Note Holder of any Equity InterestsAgreement.