Common use of Transfer of Class B Common Stock Clause in Contracts

Transfer of Class B Common Stock. (i) A holder of Class B Common Stock may only transfer shares of Class B Common Stock to another person if such holder transfers a corresponding number of Series B Membership Interests to such person in accordance with the provisions of the Limited Liability Company Agreement of First Wind Holdings, LLC, a Delaware limited liability company (the “Company”), as such agreement may be amended from time to time in accordance with the terms thereof. (ii) Any purported transfer of shares of Class B Common Stock in violation of the restrictions described in the immediately preceding paragraph (the “Restrictions”) shall be null and void. If, notwithstanding the foregoing prohibition, a person shall, voluntarily or involuntarily, purportedly become or attempt to become, the purported owner (“Purported Owner”) of shares of Class B Common Stock in violation of the Restrictions, then the Purported Owner shall not obtain any rights in and to such shares of Class B Common Stock (the “Restricted Shares”), and the purported transfer of the Restricted Shares to the Purported Owner shall not be recognized by the Corporation’s transfer agent (the “Transfer Agent”). (iii) Upon a determination by the Board that a person has attempted or may attempt to transfer or to acquire Restricted Shares, the Board may take such action as it deems advisable to refuse to give effect to such transfer or acquisition on the books and records of the Corporation, including without limitation to cause the Transfer Agent to record the Purported Owner’s transferor as the record owner of the Restricted Shares, and to institute proceedings to enjoin or rescind any such transfer or acquisition. (iv) The Board may, to the extent permitted by law, from time to time establish, modify, amend or rescind, by bylaw or otherwise, regulations and procedures not inconsistent with the provisions of this Section 4.02(d) for determining whether any acquisition of shares of Class B Common Stock would violate the Restrictions and for the orderly application, administration and implementation of the provisions of this Section 4.02(d). Any such procedures and regulations shall be kept on file with the Secretary of the Corporation and with its Transfer Agent and shall be made available for inspection by any prospective transferee and, upon written request, shall be mailed to any holder of shares of Class B Common Stock. (v) The Board shall have all powers necessary to implement the Restrictions, including without limitation the power to prohibit the transfer of any shares of Class B Common Stock in violation thereof. (vi) As used in this Amended and Restated Certificate of Incorporation, (i) “Series B Membership Interests” shall mean Series B Membership Interests of the Company, or any successor entity thereto, issued under its Limited Liability Company Agreement, as the same may be amended or amended and restated from time to time in accordance with the terms thereof and (ii) “person” means any individual, firm, corporation, partnership, limited liability company, trust, joint venture or other enterprise or entity.

Transfer of Class B Common Stock. (i1) A holder of Class B Common Stock may only transfer shares of Class B Common Stock to another person if any transferee (other than the Corporation) only if, and only to the extent permitted by the LLC Agreement, such holder also simultaneously transfers a corresponding an equal number of Series B Membership Interests such holder’s Common Units to such person transferee in accordance compliance with the provisions of the Limited Liability Company Agreement of First Wind Holdings, LLC, a Delaware limited liability company (LLC Agreement. The transfer restrictions described in this Section 4.4(b)(v)(1) are referred to as the “CompanyRestrictions.”), as such agreement may be amended from time to time in accordance with the terms thereof. (ii2) Any purported transfer of shares of Class B Common Stock in violation of the restrictions described in the immediately preceding paragraph (the “Restrictions”) Restrictions shall be null and void. If, notwithstanding the foregoing prohibitionRestrictions, a person shall, voluntarily or involuntarily, purportedly become or attempt to become, become the purported owner (“Purported Owner”) of shares of Class B Common Stock in violation of the Restrictions, then the Purported Owner shall not obtain any rights in and to such shares of Class B Common Stock (the “Restricted Shares”), and the purported transfer of the Restricted Shares to the Purported Owner shall not be recognized by the Corporation’s Corporation or its transfer agent (the “Transfer Agent”). (iii3) Upon a determination by the Board that a person has attempted or may attempt to transfer or to acquire Restricted SharesShares in violation of the Restrictions, the Board may take such action as it deems advisable to refuse to give effect to such transfer or acquisition on the books and records of the Corporation, including without limitation limitation, to cause the Transfer Agent to record the Purported Owner’s transferor as the record owner of the Restricted Shares, Shares and to institute proceedings to enjoin or rescind any such transfer or acquisition. (iv4) The Board may, to the extent permitted by law, from time to time establish, modify, amend or rescind, by bylaw or otherwise, regulations and procedures not inconsistent that are consistent with the provisions of this Section 4.02(d4.4(b)(v) for determining whether any transfer or acquisition of shares of Class B Common Stock would violate the Restrictions and for the orderly application, administration and implementation of the provisions of this Section 4.02(d4.4(b)(v). Any such procedures and regulations shall be kept on file with the Secretary of the Corporation and with its the Transfer Agent and shall be made available for inspection by any prospective transferee and, upon written request, shall be mailed to any holder holders of shares of Class B Common Stock. (v5) The Board shall have all powers necessary to implement the Restrictions, including without limitation limitation, the power to prohibit the transfer of any shares of Class B Common Stock in violation thereof. (vi) As used in this Amended and Restated Certificate of Incorporation, (i) “Series B Membership Interests” shall mean Series B Membership Interests of the Company, or any successor entity thereto, issued under its Limited Liability Company Agreement, as the same may be amended or amended and restated from time to time in accordance with the terms thereof and (ii) “person” means any individual, firm, corporation, partnership, limited liability company, trust, joint venture or other enterprise or entity.

Transfer of Class B Common Stock. (i1) A holder of Class B Common Stock may only transfer shares of such Class B Common Stock (or a fraction thereof) to another person a transferee if such the holder also transfers a corresponding number of Series B Membership Interests Units to such person in accordance with the provisions of the Limited Liability Company Agreement of First Wind Holdings, LLC, a Delaware limited liability company transferee (the “Company”), as such agreement number may be amended from time adjusted to time in accordance reflect equitably any stock split, subdivision, combination or similar change with respect to the terms thereofUnits or Class B Common Stock). (ii2) Any purported transfer of shares of Class B Common Stock in violation of the restrictions restriction described in the immediately preceding paragraph Section 4.4(d)(1) (the “RestrictionsRestriction”) shall be null and void. If, notwithstanding the foregoing prohibition, a person shall, voluntarily or involuntarily, purportedly become or attempt to become, the purported owner (“Purported Owner”) of shares of Class B Common Stock in violation of the RestrictionsRestriction, then the Purported Owner shall not obtain any rights in and to such shares of Class B Common Stock (the “Restricted Shares”), and the purported transfer of the Restricted Shares to the Purported Owner shall not be recognized by the Corporation’s transfer agent (the “Transfer Agent”). (iii3) Upon a determination by the Board that a person has attempted or may attempt to transfer or to acquire Restricted SharesShares in violation of the Restriction, the Board may take such action as it deems advisable to refuse to give effect to such transfer or acquisition on the books and records of the Corporation, including without limitation to cause the Transfer Agent to record maintain the Purported Owner’s transferor as the record owner of the Restricted Shares, and to institute proceedings to enjoin or rescind any such transfer or acquisition. (iv) The Board may, to the extent permitted by law, from time to time establish, modify, amend or rescind, by bylaw or otherwise, regulations and procedures not inconsistent with the provisions of this Section 4.02(d) for determining whether any acquisition of shares of Class B Common Stock would violate the Restrictions and for the orderly application, administration and implementation of the provisions of this Section 4.02(d). Any such procedures and regulations shall be kept on file with the Secretary of the Corporation and with its Transfer Agent and shall be made available for inspection by any prospective transferee and, upon written request, shall be mailed to any holder of shares of Class B Common Stock. (v) The Board shall have all powers necessary to implement the Restrictions, including without limitation the power to prohibit the transfer of any shares of Class B Common Stock in violation thereof. (vi) As used in this Amended and Restated Certificate of Incorporation, (i) “Series B Membership Interests” shall mean Series B Membership Interests of the Company, or any successor entity thereto, issued under its Limited Liability Company Agreement, as the same may be amended or amended and restated from time to time in accordance with the terms thereof and (ii) “person” means any individual, firm, corporation, partnership, limited liability company, trust, joint venture or other enterprise or entity.

Transfer of Class B Common Stock. (i) A. A holder of Class B Common Stock may only surrender shares of Class B Common Stock to the Corporation for no consideration at any time. ​ A holder of Class B Common Stock may transfer shares of Class B Common Stock to another person if any transferee (other than the Corporation) only if, and only to the extent permitted by the LLC Agreement, such holder also simultaneously transfers a corresponding number of Series B Membership Interests such holder’s Units to such person transferee. Upon a transfer of Units in accordance with the provisions of the Limited Liability Company Agreement of First Wind Holdings, LLCLLC Agreement, a Delaware limited liability company (corresponding number of shares of Class B Common Stock held by the holder of such Units will automatically and simultaneously be transferred to the same transferee of such Units. The transfer restrictions described in this Section 4.3(b)(iii). are referred to as the “CompanyRestrictions”). For the avoidance of doubt, when Class B Units are transferred to a Xxxxxxxx Affiliate as expressly permitted by the LLC Agreement, a corresponding number of shares of Class B Common Stock shall be simultaneously transferred to a Xxxxxxxx Affiliate, and such agreement may transfer shall not be amended from time subject to time in accordance with the terms thereofRestrictions. (ii) B. Any purported transfer of shares of Class B Common Stock in violation of the restrictions described in the immediately preceding paragraph (the “Restrictions”) Restrictions shall be null and void. If, notwithstanding the foregoing prohibitionRestrictions, a person shall, voluntarily or involuntarily, purportedly become or attempt to become, the purported owner (“Purported Owner”) of shares of Class B Common Stock in violation of the Restrictions, then the Purported Owner shall not obtain any rights in and to such shares of Class B Common Stock (the “Restricted Shares”), and the purported transfer of the Restricted Shares to the Purported Owner shall not be recognized by the Corporation’s transfer agent (the “Transfer Agent”).. ​ ​ (iii) C. Upon a determination by the Board (including the vote of the majority of the disinterested directors serving on the Board at such time), or by a committee composed solely of disinterested directors, that a person has attempted or may attempt to transfer or to acquire Restricted SharesShares in violation of the Restrictions, the Board may take such action as it deems advisable to Corporation shall refuse to give effect to such transfer or acquisition on the books and records of the Corporation. In furtherance of the foregoing, including without limitation to the Corporation shall cause the Transfer Agent to refuse to record the Purported Owner’s transferor as the record owner of the Restricted Shares, Shares and to shall institute proceedings to enjoin or rescind any such transfer or acquisition.. ​ (iv) D. The Board (including the vote of a majority of the disinterested directors serving on the Board at such time), or by a committee composed solely of disinterested directors may, to the extent permitted by law, from time to time establish, modify, amend or rescind, by bylaw or otherwise, regulations and procedures not inconsistent that are consistent with the provisions of this Section 4.02(d4.3(b)(iii) for determining whether any transfer or acquisition of shares of Class B Common Stock would violate the Restrictions and for the orderly application, administration and implementation of the provisions of this Section 4.02(d4.3(b)(iii). Any such procedures and regulations shall be kept on file with the Secretary of the Corporation and with its the Transfer Agent and shall be made available for inspection by any prospective transferee and, upon written request, shall be mailed to any holder holders of shares of Class B Common Stock. (v) The Board shall have all powers necessary to implement the Restrictions, including without limitation the power to prohibit the transfer of any shares of Class B Common Stock in violation thereof. (vi) As used in this Amended and Restated Certificate of Incorporation, (i) “Series B Membership Interests” shall mean Series B Membership Interests of the Company, or any successor entity thereto, issued under its Limited Liability Company Agreement, as the same may be amended or amended and restated from time to time in accordance with the terms thereof and (ii) “person” means any individual, firm, corporation, partnership, limited liability company, trust, joint venture or other enterprise or entity.. ​

Transfer of Class B Common Stock. (ia) A holder of Class B Common Stock may only transfer surrender shares of Class B Common Stock to another person the Corporation for cancellation for no consideration at any time. Following the surrender, or other acquisition, of any shares of Class B Common Stock to or by the Corporation, the Corporation will take all actions necessary to cancel and retire such shares and such shares shall not be re-issued by the Corporation. (b) Except as set forth in Section 4.5(a), a holder of Class B Common Stock may transfer or assign shares of Class B Common Stock (or any legal or beneficial interest in such shares) (directly or indirectly, including by operation of law) only to a Permitted Transferee of such holder or to a non-Permitted Transferee with the approval in advance and in writing by the Corporation, and only if such holder also simultaneously transfers a corresponding an equal number of Series B Membership Interests such holder’s Common Units to such person Permitted Transferee or such non-Permitted Transferee, as applicable, in accordance compliance with the provisions of the Limited Liability Company Agreement of First Wind Holdings, LLC, a Delaware limited liability company (LLC Agreement. The transfer restrictions described in this Section 4.5(b) are collectively referred to as the “CompanyRestrictions.”), as such agreement may be amended from time to time in accordance with the terms thereof. (iic) Any purported transfer of shares of Class B Common Stock in violation of the restrictions described in the immediately preceding paragraph (the “Restrictions”) Restrictions shall be null and void. If, notwithstanding the foregoing prohibitionRestrictions, a person Person shall, voluntarily or involuntarily, purportedly become or attempt to become, the purported owner (“Purported Owner”) of shares of Class B Common Stock in violation of the Restrictions, then the Purported Owner shall not obtain any rights in and in, to or with respect to such shares of Class B Common Stock (the “Restricted Shares”), and the purported transfer of the Restricted Shares to the Purported Owner shall not be recognized by the Corporation, the Corporation’s transfer agent (the “Transfer Agent”)) or the Secretary of the Corporation and each Restricted Share shall, to the fullest extent permitted by law, automatically, without any further action on the part of the Corporation, the holder thereof, the Purported Owner or any other party, lose all voting rights as set forth herein and become a non-voting share. (iiid) Upon a determination by the Board of Directors (including a majority of the Directors who are disinterested with respect to the relevant transaction serving on the Board of Directors at such time) that a person Person has attempted or may attempt to transfer or to acquire Restricted SharesShares in violation of the Restrictions, the Board Corporation may take such action as it deems advisable to refuse to give effect to such transfer or acquisition on the books and records of the Corporation, including including, without limitation limitation, to cause the Transfer Agent or the Secretary of the Corporation, as applicable, to not record the Purported Owner’s transferor Owner as the record owner of the Restricted Shares, and to institute proceedings to enjoin or rescind any such transfer or acquisition. (ive) The Board of Directors (including a majority of the Directors who are disinterested with respect to the relevant transaction serving on the Board of Directors at such time) may, to the extent permitted by law, from time to time establish, modify, amend or rescind, by bylaw or otherwise, regulations and procedures not inconsistent with the provisions of this Section 4.02(d) 4.5 for determining whether any transfer or acquisition of shares of Class B Common Stock would violate the Restrictions and for the orderly application, administration and implementation of the provisions of this Section 4.02(d)4.5. Any such procedures and regulations shall be kept on file with the Secretary of the Corporation and with its the Transfer Agent and shall be made available for inspection by any prospective transferee and, upon written request, request shall be mailed to any holder to, holders of shares of Class B Common Stock. (v) The Board shall have all powers necessary to implement the Restrictions, including without limitation the power to prohibit the transfer of any shares of Class B Common Stock in violation thereof. (vi) As used in this Amended and Restated Certificate of Incorporation, (i) “Series B Membership Interests” shall mean Series B Membership Interests of the Company, or any successor entity thereto, issued under its Limited Liability Company Agreement, as the same may be amended or amended and restated from time to time in accordance with the terms thereof and (ii) “person” means any individual, firm, corporation, partnership, limited liability company, trust, joint venture or other enterprise or entity.

Transfer of Class B Common Stock. (i1) A holder of Class B Common Stock may only surrender shares of Class B Common Stock to the Corporation for no consideration at any time. Following the surrender of any shares of Class B Common Stock to the Corporation, the Corporation will take all actions necessary to retire such shares and such shares shall not be re-issued by the Corporation. (2) A holder of Class B Common Stock may transfer shares of Class B Common Stock to another person if any transferee (other than the Corporation) only if, and only to the extent permitted by the LLC Agreement, such holder also simultaneously transfers a corresponding an equal number of Series B Membership Interests such holder’s Units to such person transferee. Upon a transfer of Units in accordance with the provisions LLC Agreement, an equal number of shares of Class B Common Stock held by the Limited Liability Company Agreement holder of First Wind Holdings, LLC, a Delaware limited liability company (such Units will automatically and simultaneously be transferred to the same transferee of such Units. The transfer restrictions described in this Section 3(c)(iv)(2) are referred to as the “CompanyRestrictions”), as such agreement may be amended from time to time in accordance with the terms thereof. (ii3) Any purported transfer of shares of Class B Common Stock in violation of the restrictions described in the immediately preceding paragraph (the “Restrictions”) Restrictions shall be null and void. If, notwithstanding the foregoing prohibitionRestrictions, a person shall, voluntarily or involuntarily, purportedly become or attempt to become, the purported owner (“Purported Owner”) of shares of Class B Common Stock in violation of the Restrictions, then the Purported Owner shall not obtain any rights in and to such shares of Class B Common Stock (the “Restricted Shares”), and the purported transfer of the Restricted Shares to the Purported Owner shall not be recognized by the Corporation’s transfer agent (the “Transfer Agent”). (iii4) Upon a determination by the Board (including the vote of the majority of the disinterested directors serving on the Board at such time), or by a committee composed solely of disinterested directors, that a person has attempted or may attempt to transfer or to acquire Restricted SharesShares in violation of the Restrictions, the Board may take such action as it deems advisable to Corporation shall refuse to give effect to such transfer or acquisition on the books and records of the Corporation. In furtherance of the foregoing, including without limitation to the Corporation shall cause the Transfer Agent to refuse to record the Purported Owner’s transferor as the record owner of the Restricted Shares, Shares and to shall institute proceedings to enjoin or rescind any such transfer or acquisition. (iv5) The Board (including the vote of a majority of the disinterested directors serving on the Board at such time), or by a committee composed solely of disinterested directors may, to the extent permitted by law, from time to time establish, modify, amend or rescind, by bylaw or otherwise, regulations and procedures not inconsistent that are consistent with the provisions of this Section 4.02(d3(c)(iv) for determining whether any transfer or acquisition of shares of Class B Common Stock would violate the Restrictions and for the orderly application, administration and implementation of the provisions of this Section 4.02(d3(c). Any such procedures and regulations shall be kept on file with the Secretary of the Corporation and with its the Transfer Agent and shall be made available for inspection by any prospective transferee and, upon written request, shall be mailed to any holder holders of shares of Class B Common Stock. (v6) The Board (including a majority of the disinterested directors serving on the Board at such time), or by a committee composed solely of disinterested directors, shall have have, all powers necessary to implement the Restrictions, including without limitation limitation, the power to prohibit the transfer of any shares of Class B Common Stock in violation thereof. (vi) As used in this Amended and Restated Certificate of Incorporation, (i) “Series B Membership Interests” shall mean Series B Membership Interests of the Company, or any successor entity thereto, issued under its Limited Liability Company Agreement, as the same may be amended or amended and restated from time to time in accordance with the terms thereof and (ii) “person” means any individual, firm, corporation, partnership, limited liability company, trust, joint venture or other enterprise or entity.

Transfer of Class B Common Stock. (i) A. A holder of Class B Common Stock may only surrender shares of Class B Common Stock to the Corporation for no consideration at any time. A holder of Class B Common Stock may transfer shares of Class B Common Stock to another person if any transferee (other than the Corporation) only if, and only to the extent permitted by the LLC Agreement, such holder also simultaneously transfers a corresponding number of Series B Membership Interests such holder’s Units to such person transferee. Upon a transfer of Units in accordance with the provisions of the Limited Liability Company Agreement of First Wind Holdings, LLCLLC Agreement, a Delaware limited liability company (corresponding number of shares of Class B Common Stock held by the holder of such Units will automatically and simultaneously be transferred to the same transferee of such Units. The transfer restrictions described in this Section 4.3(b)(iii). are referred to as the “CompanyRestrictions”). For the avoidance of doubt, when Class B Units are transferred to a Xxxxxxxx Affiliate as expressly permitted by the LLC Agreement, a corresponding number of shares of Class B Common Stock shall be simultaneously transferred to a Xxxxxxxx Affiliate, and such agreement may transfer shall not be amended from time subject to time in accordance with the terms thereofRestrictions. (ii) B. Any purported transfer of shares of Class B Common Stock in violation of the restrictions described in the immediately preceding paragraph (the “Restrictions”) Restrictions shall be null and void. If, notwithstanding the foregoing prohibitionRestrictions, a person shall, voluntarily or involuntarily, purportedly become or attempt to become, the purported owner (“Purported Owner”) of shares of Class B Common Stock in violation of the Restrictions, then the Purported Owner shall not obtain any rights in and to such shares of Class B Common Stock (the “Restricted Shares”), and the purported transfer of the Restricted Shares to the Purported Owner shall not be recognized by the Corporation’s transfer agent (the “Transfer Agent”). (iii) C. Upon a determination by the Board (including the vote of the majority of the disinterested directors serving on the Board at such time), or by a committee composed solely of disinterested directors, that a person has attempted or may attempt to transfer or to acquire Restricted SharesShares in violation of the Restrictions, the Board may take such action as it deems advisable to Corporation shall refuse to give effect to such transfer or acquisition on the books and records of the Corporation. In furtherance of the foregoing, including without limitation to the Corporation shall cause the Transfer Agent to refuse to record the Purported Owner’s transferor as the record owner of the Restricted Shares, Shares and to shall institute proceedings to enjoin or rescind any such transfer or acquisition. (iv) D. The Board (including the vote of a majority of the disinterested directors serving on the Board at such time), or by a committee composed solely of disinterested directors may, to the extent permitted by law, from time to time establish, modify, amend or rescind, by bylaw or otherwise, regulations and procedures not inconsistent that are consistent with the provisions of this Section 4.02(d4.3(b)(iii) for determining whether any transfer or acquisition of shares of Class B Common Stock would violate the Restrictions and for the orderly application, administration and implementation of the provisions of this Section 4.02(d4.3(b)(iii). Any such procedures and regulations shall be kept on file with the Secretary of the Corporation and with its the Transfer Agent and shall be made available for inspection by any prospective transferee and, upon written request, shall be mailed to any holder holders of shares of Class B Common Stock. (v) The Board shall have all powers necessary to implement the Restrictions, including without limitation the power to prohibit the transfer of any shares of Class B Common Stock in violation thereof. (vi) As used in this Amended and Restated Certificate of Incorporation, (i) “Series B Membership Interests” shall mean Series B Membership Interests of the Company, or any successor entity thereto, issued under its Limited Liability Company Agreement, as the same may be amended or amended and restated from time to time in accordance with the terms thereof and (ii) “person” means any individual, firm, corporation, partnership, limited liability company, trust, joint venture or other enterprise or entity.

Transfer of Class B Common Stock. (i1) A holder of Class B Common Stock may only transfer shares of such Class B Common Stock (or a fraction thereof) to another person a transferee if such the holder also transfers a corresponding number of Series Class B Membership Interests Units to such person in accordance with the provisions of the Limited Liability Company Agreement of First Wind Holdings, LLC, a Delaware limited liability company transferee (the “Company”), as such agreement number may be amended from time adjusted to time in accordance reflect equitably any stock split, subdivision, combination or similar change with respect to the terms thereofClass B Units or Class B Common Stock). (ii2) Any purported transfer of shares of Class B Common Stock in violation of the restrictions restriction described in the immediately preceding paragraph Section 4.4(d)(1) (the “RestrictionsRestriction”) shall be null and void. If, notwithstanding the foregoing prohibition, a person shall, voluntarily or involuntarily, purportedly become or attempt to become, the purported owner (“Purported Owner”) of shares of Class B Common Stock in violation of the RestrictionsRestriction, then the Purported Owner shall not obtain any rights in and to such shares of Class B Common Stock (the “Restricted Shares”), and the purported transfer of the Restricted Shares to the Purported Owner shall not be recognized by the Corporation’s transfer agent (the “Transfer Agent”). (iii3) Upon a determination by the Board that a person has attempted or may attempt to transfer or to acquire Restricted SharesShares in violation of the Restriction, the Board may take such action as it deems advisable to refuse to give effect to such transfer or acquisition on the books and records of the Corporation, including without limitation to cause the Transfer Agent to record maintain the Purported Owner’s transferor as the record owner of the Restricted Shares, and to institute proceedings to enjoin or rescind any such transfer or acquisition. (iv) The Board may, to the extent permitted by law, from time to time establish, modify, amend or rescind, by bylaw or otherwise, regulations and procedures not inconsistent with the provisions of this Section 4.02(d) for determining whether any acquisition of shares of Class B Common Stock would violate the Restrictions and for the orderly application, administration and implementation of the provisions of this Section 4.02(d). Any such procedures and regulations shall be kept on file with the Secretary of the Corporation and with its Transfer Agent and shall be made available for inspection by any prospective transferee and, upon written request, shall be mailed to any holder of shares of Class B Common Stock. (v) The Board shall have all powers necessary to implement the Restrictions, including without limitation the power to prohibit the transfer of any shares of Class B Common Stock in violation thereof. (vi) As used in this Amended and Restated Certificate of Incorporation, (i) “Series B Membership Interests” shall mean Series B Membership Interests of the Company, or any successor entity thereto, issued under its Limited Liability Company Agreement, as the same may be amended or amended and restated from time to time in accordance with the terms thereof and (ii) “person” means any individual, firm, corporation, partnership, limited liability company, trust, joint venture or other enterprise or entity.