Common use of Transfer of Executive Stock Clause in Contracts

Transfer of Executive Stock. Prior to the earlier to occur of (x) the fifth anniversary of the date of the Closing or (y) 100 days following the Termination, 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 shares of Executive Stock (a "Transfer"), except pursuant to (i) the provisions of Section 3 hereof, a Public Sale or a Sale of the Company ("Exempt Transfers") or (ii) the approval of the Company and the Investor and pursuant to the provisions of this Section 4; provided that in no event shall any Transfer of Executive Stock pursuant to this Section 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 (whether such Transfer occurs prior to or following the dates set forth in clauses (x) and (y) above), Executive will give written notice (the "Sale Notice") to the Company and the Investor. 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 90 days after the Sale Notice has been given to the Company and to the Investor, unless the parties to the Transfer have been finally determined pursuant to this Section 4 prior to the expiration of such 90-day period. The date of the first to occur of such events is referred to herein as the "Authorization Date". Notwithstanding the foregoing, in no event shall Executive be entitled to Transfer (A) any Unvested Shares of Executive Stock, other than to the Company or the Investor pursuant to Section 3 until, in the case of Time Vesting Shares which are Unvested Shares, 100 days following such Termination, and in the case of Performance Vesting Shares which are Unvested Shares, the later of 100 days following such Termination or, if the Additional Benefits Requirements are satisfied, 100 days following the date upon which it is finally determined whether such shares shall become Vested Shares or (B) any Shares of Executive Stock which the Company and/or the Investor have elected to purchase pursuant to Section 3, except to the Company or the Investor, as applicable.