Common use of Transfer of Executive Securities Clause in Contracts

Transfer of Executive Securities. Executive shall not sell, transfer, assign, pledge or otherwise dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law) any interest in any of the Executive Securities (a "Transfer"), except pursuant to (i) the provisions of paragraph 3 hereof, a Public Sale or a Sale of the Company ("Exempt Transfers") or (ii) the provisions of this para- graph 4; provided that in no event shall any Transfer of Executive Securities pursuant to this paragraph 4 be made for any consideration other than cash payable upon consummation of such Transfer or in installments over time. Prior to making any Transfer other than an Exempt Transfer, Executive will give written notice (the "Sale Notice") to the Company and CVC. The Company shall send a copy of the Sale Notice to each member of Management. The Sale Notice will disclose in reasonable detail the identity of the prospective transferee(s), the number of shares to be transferred and the terms and conditions of the proposed transfer. Executive will not consummate any Transfer until 60 days after the Sale Notice has been given to the Company and to CVC, unless the parties to the Transfer have been finally determined pursuant to this paragraph 4 prior to the expiration of such 60-day period. (The date of the first to occur of such events is referred to herein as the "Authorization Date").

Transfer of Executive Securities. Executive shall not sell, transfer, assign, pledge or otherwise dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law) any interest in any of the Executive Securities (a "Transfer"), except pursuant to (i) the provisions of paragraph 3 hereof, a Public Sale or a Sale of the Company ("Exempt Transfers") or (ii) the provisions of this para- graph paragraph 4; provided that in no event shall any Transfer of Executive Securities pursuant to this paragraph 4 be made for any consideration other than cash payable upon consummation of such Transfer or in installments over time. Prior to making any Transfer other than an Exempt Transfer, Executive will give written notice (the "Sale Notice") to the Company and CVC. The Company shall send a copy of the Sale Notice to each member of Management. The Sale Notice will disclose in reasonable detail the identity of the prospective transferee(s), the number of shares to be transferred and the terms and conditions of the proposed transfer. Executive will not consummate any Transfer until 60 days after the Sale Notice has been given to the Company and to CVC, unless the parties to the Transfer have been finally determined pursuant to this paragraph 4 prior to the expiration of such 60-day period. (The date of the first to occur of such events is referred to herein as the "Authorization Date").