Common use of Transfer of Interests and Securities Clause in Contracts

Transfer of Interests and Securities. Except as expressly provided herein, this Agreement shall not in any way restrict the right or ability of any Consenting Noteholder to sell, use, assign, transfer, or otherwise dispose of (each, a “Transfer”) any of the Floating Rate Note Claims; provided, however, that for the period commencing as of the date such Consenting Noteholder executes this Agreement until termination of this Agreement pursuant to the terms hereof (such period, the “Restricted Period”), no Consenting Noteholder shall Transfer any Floating Rate Note Claims, and any purported Transfer of any Floating Rate Note Claims shall be void and without effect, unless (a) the transferee is a Consenting Noteholder or (b) if the transferee is not a Consenting Noteholder prior to the Transfer, such transferee agrees to be bound by this Agreement with respect to such transferred claims by executing and delivering to the Company, at or prior to the time of the proposed Transfer, an executed copy of Exhibit E attached hereto, pursuant to which such Transferee shall assume all obligations of the Consenting Noteholder transferor hereunder in respect of the Floating Rate Note Claims being transferred (such transferee, if any, to also be a Consenting Noteholder hereunder). This Agreement shall in no way be construed to preclude any Consenting Noteholder from acquiring additional Floating Rate Note Claims; provided, however, that such additional Floating Rate Note Claims shall automatically and immediately upon acquisition by a Consenting Noteholder, as legal or beneficial owner, be deemed subject to all of the terms of this Agreement.

Transfer of Interests and Securities. Except as expressly provided herein, this Agreement shall not in any way restrict the right or ability of any Consenting Noteholder (a “Transferor”) to sell, use, assign, transfer, transfer or otherwise dispose of (each, a “Transfer”) any of the Floating Rate Note Claimsits 2016 Notes, 2014 Notes or Common Shares; provided, however, that for the period commencing as of the Agreement Effective Date or, in the case of a Joinder Agreement, the date such Consenting Noteholder executes this of the Joinder Agreement until termination of this Agreement pursuant to the terms hereof (such period, the “Restricted Period”)hereof, no Consenting Noteholder shall Transfer any Floating Rate Note Claims2016 Notes, 2014 Notes or Common Shares, and any purported Transfer of any Floating Rate Note Claims 2016 Notes, 2014 Notes or Common Shares shall be void and without effect, unless the transferee (a “Transferee”) is (a) the transferee is a Consenting Noteholder or (b) if the transferee is not a Consenting Noteholder prior to the Transfer, such transferee agrees to be bound by this Agreement with respect to such transferred claims by executing and delivering Transferee delivers to the CompanyDebtors, Akin Gump and Goodmans, at or prior to the time of the proposed Transfer, an executed copy of the Joinder Agreement in the form attached hereto as Exhibit E attached hereto, B pursuant to which such Transferee shall assume all obligations of become a Party to, and bound by the terms and conditions of, this Agreement as a Consenting Noteholder transferor hereunder in accordance with Section 1.2 of this Agreement in respect of the Floating Rate Note Claims 2016 Notes, 2014 Notes and Common Shares being transferred (such transferee, if any, to also be a Consenting Noteholder hereunder)transferred. This Agreement shall in no way be construed to preclude any the Consenting Noteholder Noteholders from acquiring additional Floating Rate Note Claims2016 Notes, 2014 Notes or Common Shares; provided, however, that (a) any Consenting Noteholder that acquires additional 2016 Notes, 2014 Notes or Common Shares after executing this Agreement shall notify the Debtors, Akin Gump and Goodmans of such acquisition within two business days after the closing of such trade and shall disclose to the Debtors in writing the principal amount of any such 2016 Notes and 2014 Notes, and the number of such Common Shares, so acquired, and (b) additional Floating Rate Note Claims 2016 Notes, 2014 Notes and Common Shares shall automatically and immediately upon acquisition by a Consenting Noteholder, as legal or beneficial owner, Noteholder be deemed subject to all of the terms of this AgreementAgreement whether or not notice is given to the Debtors, Akin Gump or Goodmans of such acquisition.

Transfer of Interests and Securities. Except as expressly provided herein, this Agreement shall not in any way restrict the right or ability of any Consenting Noteholder (a “Transferor”) to sell, use, assign, transfer, transfer or otherwise dispose of (each, a “Transfer”) any of the Floating Rate Note Claimsits 2016 Notes, 2014 Notes or Common Shares; provided, however, that for the period commencing as of the Agreement Effective Date or, in the case of a Joinder Agreement, the date such Consenting Noteholder executes this of the Joinder Agreement until termination of this Agreement pursuant to the terms hereof (such period, the “Restricted Period”)hereof, no Consenting Noteholder shall Transfer any Floating Rate Note Claims2016 Notes, 2014 Notes or Common Shares, and any purported Transfer of any Floating Rate Note Claims 2016 Notes, 2014 Notes or Common Shares shall be void and without effect, unless the transferee (a “Transferee”) is (a) the transferee is a Consenting Noteholder or (b) if the transferee is not a Consenting Noteholder prior to the Transfer, such transferee agrees to be bound by this Agreement with respect to such transferred claims by executing and delivering Transferee delivers to the CompanyDebtors, Akin Gump and Goodmans, at or prior to the time of the proposed Transfer, an executed copy of the Joinder Agreement in the form attached hereto as Exhibit E attached hereto, B pursuant to which such Transferee shall assume all obligations of become a Party to, and bound by the terms and conditions of, this Agreement as a Consenting Noteholder transferor hereunder in accordance with Section 1.2 of this Agreement in respect of the Floating Rate Note Claims 2016 Notes, 2014 Notes and Common Shares being transferred (such transferee, if any, to also be a Consenting Noteholder hereunder)transferred. This Agreement shall in no way be construed to preclude any the Consenting Noteholder Noteholders from acquiring additional Floating Rate Note Claims2016 Notes, 2014 Notes or Common Shares; provided, however, that (a) any Consenting Noteholder that acquires additional 2016 Notes, 2014 Notes or Common Shares after executing this Agreement shall notify the Debtors, Xxxx Xxxx and Goodmans of such acquisition within two business days after the closing of such trade and shall disclose to the Debtors in writing the principal amount of any such 2016 Notes and 2014 Notes, and the number of such Common Shares, so acquired, and (b) additional Floating Rate Note Claims 2016 Notes, 2014 Notes and Common Shares shall automatically and immediately upon acquisition by a Consenting Noteholder, as legal or beneficial owner, Noteholder be deemed subject to all of the terms of this AgreementAgreement whether or not notice is given to the Debtors, Xxxx Xxxx or Goodmans of such acquisition.

Transfer of Interests and Securities. Except (a) Each Consenting Creditor agrees that so long as expressly provided herein, this Agreement has not been terminated in accordance with its terms, it shall not directly or indirectly (a) grant any proxies to any person in connection with any way restrict claim of such Consenting Creditor under the right Holdings Credit Agreement (a “Holdings Credit Agreement Claim”) to vote or ability of provide any Consenting Noteholder consents required with respect to the Plan or restructuring and recapitalization transactions contemplated by this Agreement or the Plan, or (b) sell, use, assign, transferpledge, hypothecate, convey, or otherwise transfer or dispose of or grant, issue, or sell any option, right to acquire, voting, participation, or other interest in any Holdings Credit Agreement Claim (each, a “Transfer”) any of the Floating Rate Note Claims; provided, however, that for the period commencing as of the date such Consenting Noteholder executes this Agreement until termination of this Agreement pursuant to the terms hereof (such period, the “Restricted Period”), no Consenting Noteholder shall Transfer any Floating Rate Note Claims, and any purported Transfer of any Floating Rate Note Claims shall be void and without effect, unless (a) the transferee thereof either (i) is a Consenting Noteholder Creditor, or (bii) if prior to such Transfer, agrees in writing for the transferee is not benefit of the other Parties to become a Consenting Noteholder prior to the Transfer, such transferee agrees Creditor and to be bound by all of the terms of this Agreement with respect to such acquired Holdings Credit Agreement Claim by executing the joinder in the form attached hereto as Exhibit F (the “Joinder Agreement”), and delivering an executed copy thereof, within five (5) business days of closing of such Transfer, to the parties set forth in Section 9.11 hereof, in which event the transferee (including a Consenting Creditor transferee, if applicable) shall be deemed to be a Consenting Creditor under this Agreement with respect to such transferred claims by executing rights, claims, or obligations. Each Consenting Creditor agrees and delivering acknowledges that any Transfer of Holdings Credit Agreement Claims that does not comply with the terms and procedures set forth in this Section 4 shall be deemed null and void ab initio. Notwithstanding anything contained herein to the Companycontrary, at a Consenting Creditor may Transfer any or prior all of its Holdings Credit Agreement Claims to the time any entity that, as of the proposed date of the Transfer, an executed copy of Exhibit E attached heretocontrols, pursuant to which is controlled by, or is under common control with such Transferee shall assume all obligations of the Consenting Noteholder transferor hereunder in respect of the Floating Rate Note Claims being transferred (such transferee, if any, to also be a Consenting Noteholder hereunder). This Agreement shall in no way be construed to preclude any Consenting Noteholder from acquiring additional Floating Rate Note ClaimsCreditor; provided, however, that such additional Floating Rate Note Claims entity shall automatically and immediately upon acquisition by a Consenting Noteholder, as legal or beneficial owner, be deemed subject to all of the terms of this Agreement and deemed a Party hereto and must deliver an executed Joinder Agreement within five (5) business days of the closing of such Transfer to the parties set forth in Section 9.11 hereof. Further, notwithstanding anything herein to the contrary, (x) any Consenting Creditor may Transfer (by purchase, sale, assignment, participation, or otherwise) any right, title, or interest in such Holdings Credit Agreement Claims against the Debtors to an entity that is acting in its capacity as a Qualified Marketmaker4 without the requirement that the Qualified Marketmaker be or become a Consenting Creditor; provided, that the Qualified Marketmaker subsequently Transfers (by purchase, sale, assignment, participation, or otherwise) the right, title, or interest in such Holdings Credit Agreement Claims against the Debtors to a transferee that is or becomes a Consenting Creditor by executing a Joinder Agreement; and (y) to the extent that a Consenting Creditor is acting in its capacity as a Qualified Marketmaker, it may transfer (by purchase, sale, assignment, participation, or otherwise) any right, title, or interest in such Holdings Credit Agreement Claims against the Debtors that the Qualified Marketmaker acquires from a holder of the Holdings Credit Agreement Claims that is not a Consenting Creditor, without the requirement that the transferee be or become a Consenting Creditor.

Transfer of Interests and Securities. Except as expressly provided herein, this Agreement shall not in any way restrict the right or ability of any Consenting Noteholder Party to sell, use, assign, transfer, or otherwise dispose of (each, a “Transfer”) any of the Floating Rate Note ClaimsClaims or Equity Security Interests; provided, however, that for the period commencing as of the date such Consenting Noteholder Party executes this Agreement until termination of this Agreement pursuant to the terms hereof (such period, the “Restricted Period”), no Consenting Noteholder Party shall Transfer any Floating Rate Note Claims, Claims or Equity Security Interests and any purported Transfer of any Floating Rate Note Claims or Equity Security Interests shall be void and without effect, unless (a) the transferee is a Consenting Noteholder Party or (b) if the transferee is not a Consenting Noteholder Party prior to the Transfer, such transferee agrees to be bound by this Agreement with respect to such transferred claims by executing and delivering delivers to the Company, at or prior to the time of the proposed Transfer, an executed copy of Exhibit E A attached hereto, hereto pursuant to which such Transferee shall assume all obligations of the Consenting Noteholder Party transferor hereunder in respect of the Floating Rate Note Claims or Equity Security Interests being transferred (such transferee, if any, to also be a Consenting Noteholder 8.625% Noteholder, or a Consenting AcqCo Noteholder, as applicable, hereunder). This Agreement shall in no way be construed to preclude any the Consenting Noteholder Parties from acquiring additional Floating Rate Note ClaimsClaims or Equity Security Interests; provided, however, that (a) any Consenting Party that acquires additional Claims or Equity Security Interests after executing this Agreement shall notify the Company, counsel to the Consenting 8.625% Noteholders, and counsel to the Consenting AcqCo Noteholders of such acquisition within three business days after the closing of such trade and (b) additional Floating Rate Note Claims and Equity Security Interests shall automatically and immediately upon acquisition by a Consenting Noteholder, as legal or beneficial owner, Party be deemed subject to all of the terms of this AgreementAgreement whether or not notice is given to the Company, counsel to the Consenting 8.625% Noteholders, and counsel to the Consenting AcqCo Noteholders of such acquisition. This Section 3.03 shall not impose any obligation on (a) the Company to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Consenting Party to Transfer any Claims or Equity Security Interests or (b) the counsel to the Consenting 8.625% Noteholders, and counsel to the Consenting AcqCo Noteholders to monitor or enforce the provisions of this Section 3.03 as they relate to the Consenting Parties.

Transfer of Interests and Securities. Except as expressly provided herein, this Agreement shall not in any way restrict the right or ability of any Consenting Noteholder to sell, borrow, lend, use, assign, transfer, transfer or otherwise dispose of (each, a “Transfer”) any of the Floating Rate Note Claims; Notes, provided, however, that for the a period commencing as of the date such Consenting Noteholder executes this Agreement until the earlier to occur of (i) the occurrence of a Consenting Noteholders’ Termination Event, (ii) the ACG Parties’ termination of this Agreement after the occurrence of a Company Termination Event and (iii) any other termination of this Agreement pursuant to the terms hereof hereunder (such period, the “Restricted Period”), no Consenting Noteholder shall Transfer any Floating Rate Note ClaimsNotes, and any purported Transfer of any Floating Rate Note Claims Notes shall be void and without effect, effect unless (a) the transferee is a Transferee delivers to the Consenting Noteholder or (b) if transferor and the transferee is not a Consenting Noteholder prior to the Transfer, such transferee agrees to be bound by this Agreement with respect to such transferred claims by executing and delivering to the CompanyACG Parties, at or prior to the time of the proposed Transfer, an executed copy of a written agreement containing, among other things, the provision set forth in Exhibit E C attached hereto, hereto pursuant to which such Transferee shall assume all obligations of the Consenting Noteholder transferor hereunder in respect of the Floating Rate Note Claims being transferred Notes Transferred (such transfereeTransferee, if any, to also be a Consenting Noteholder hereunder). This Agreement shall in no way be construed to preclude any Consenting Noteholder from acquiring additional Floating Rate Note Claims; provided, however, that no such additional Floating Rate Note Claims Transferee shall automatically and immediately upon acquisition by a be deemed to be an Initial Consenting Noteholder, as legal or beneficial owner, be deemed subject to all of the terms of this Agreement).

Transfer of Interests and Securities. Except as expressly provided herein, this Agreement shall not in any way restrict the right or ability of any Consenting Noteholder Holder to sell, use, assign, transfer, transfer or otherwise dispose of (each, a “Transfer”) any of the Floating Rate Note Back Stop Party Prepetition Term Loan Claims or the Senior Subordinated Notes Claims; provided, however, that for during the period commencing as of the date such Consenting Noteholder executes this Agreement Effective Date until termination of this Agreement pursuant to the terms hereof (such period, the “Restricted Period”), no Consenting Noteholder Holder shall Transfer any Floating Rate Note ClaimsBack Stop Party Prepetition Term Loan Claims or Senior Subordinated Notes Claim, and any purported Transfer of any Floating Rate Note such Claims shall be void and without effect, unless (a) the transferee is a Consenting Noteholder Holder or (b) if the transferee is not a Consenting Noteholder Holder, prior to the Transfer, such transferee agrees to be bound by this Agreement with respect to such transferred claims by executing and delivering delivers to the Company, at or prior to before the time of the proposed Transfer, an executed copy of Exhibit E C attached hereto, pursuant to which such Transferee shall assume all obligations of the Consenting Noteholder transferor hereunder in respect of the Floating Rate Note Claims being transferred hereto (such transferee, if any, to also be a Consenting Noteholder hereunder“Joinder Agreement”). This Agreement shall in no way be construed to preclude any the Consenting Noteholder Holders from acquiring additional Floating Rate Note Back Stop Party Prepetition Term Loan Claims, Non-Back Stop Party Prepetition Term Loan Claims or additional Senior Subordinated Notes Claims; provided, however, that such additional Floating Rate Note Claims shall automatically and immediately upon acquisition by a Consenting Noteholder, as legal or beneficial owner, Holder be deemed subject to all of the terms of this AgreementAgreement whether or not notice of such acquisition is given to the Company; provided, further, however, and except as expressly set forth in Section 3.06 hereof, nothing herein is intended to modify the terms of existing confidentiality agreements between the Company and each of the Consenting Holders. This Section 3.05 shall not impose any obligation on the Company to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Consenting Holder to Transfer any Back Stop Party Prepetition Term Loan Claims or Senior Subordinated Notes Claims.

Transfer of Interests and Securities. Except as expressly provided herein, this Agreement shall not in any way restrict the right or ability of any Consenting Noteholder to sell, use, assign, transfer, transfer or otherwise dispose of (each, a “Transfer”) any of the Floating Rate Note Claims; provided, however, that for during the period commencing as of the date such Consenting Noteholder executes this Agreement hereof until termination of this Agreement pursuant to the its terms hereof (such period, the “Restricted Period”), no Consenting Noteholder shall Transfer any Floating Rate Note ClaimsClaim, and any purported Transfer of any Floating Rate Note Claims shall be void and without effect, unless (a) the transferee is a Consenting Noteholder or (b) if the transferee is not a Consenting Noteholder Noteholder, prior to the Transfer, Transfer such transferee agrees to be bound by this Agreement with respect to such transferred claims by executing and delivering delivers to the Company, at or prior to before the time of the proposed Transfer, an executed copy of Exhibit E B attached hereto, pursuant to which such Transferee shall assume all obligations of the Consenting Noteholder transferor hereunder in respect of the Floating Rate Note Claims being transferred hereto (such transferee, if any, to also be a Consenting Noteholder hereunder“Provision for Transfer Agreement”). This Agreement shall in no way be construed to not preclude any the Consenting Noteholder Noteholders from acquiring additional Floating Rate Note Claims; provided, however, that (i) any Consenting Noteholder that acquires additional Claims after executing this Agreement shall notify the Company and the Trustee of such acquisition within five Business Days after the closing of such trade and (ii) such additional Floating Rate Note Claims shall automatically and immediately upon acquisition by a Consenting Noteholder, as legal or beneficial owner, Noteholder be deemed subject to all of the terms of this AgreementAgreement whether or not notice of such acquisition is given to the Company and the Trustee. This Section 3.03 shall not impose any obligation on (x) the Company to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Consenting Noteholder to Transfer any Claims or (y) the Trustee to monitor or enforce the provisions of this Section 3.03 as they relate to the Consenting Noteholders.

Transfer of Interests and Securities. Except as expressly provided herein, this Agreement shall not in any way restrict the right or ability of any Consenting Noteholder to sell, use, assign, transfer, transfer or otherwise dispose of (each, a “Transfer”) any of the Floating Rate Note Claims; Notes, provided, however, that for the a period commencing as of the date such Consenting Noteholder executes this Agreement until the termination of this Agreement pursuant to the terms hereof (such period, the “Restricted Period”), no Consenting Noteholder shall Transfer any Floating Rate Note ClaimsNotes, and any purported Transfer of any Floating Rate Note Claims Notes shall be void and without effect, unless (a) the transferee is a Consenting Noteholder Noteholder, or (b) if the transferee is not a Consenting Noteholder prior to the TransferNoteholder, such transferee agrees to be bound by this Agreement with respect to such transferred claims by executing and delivering delivers to the CompanyCompanies, at or prior to the time of the proposed Transfer, an executed copy of a written agreement containing, among other things, a provision substantially similar to the provision set forth in Exhibit E B attached hereto, hereto pursuant to which such Transferee transferee shall assume all obligations of the Consenting Noteholder transferor hereunder in respect of the Floating Rate Note Claims being transferred Notes Transferred (such transferee, if any, to also be a “Consenting Noteholder Noteholder” hereunder). This Agreement shall in no way be construed to preclude any the Consenting Noteholder Noteholders from acquiring additional Floating Rate Note ClaimsNotes; provided, however, that (i) any Consenting Noteholder that acquires additional Notes after executing this Agreement shall notify the Xxxxxx Parties and the ACG Parties of such additional Floating Rate Note Claims acquisition within five business days after the closing of such trade and (ii) any such Notes shall automatically and immediately upon acquisition by a Consenting Noteholder, as legal or beneficial owner, Noteholder be deemed subject to all of the terms of this Agreement whether or not notice is given to the Xxxxxx Parties or the ACG Parties of such acquisition; provided further, however, that the immediately precedent proviso shall not apply to Notes that are acquired after the date hereof in order for the transferee to meet any contractual short sale obligations that the transferee entered into prior to the date of this Agreement.

Transfer of Interests and Securities. Except as expressly provided herein, this Agreement shall not in any way restrict the right or ability of any Consenting Noteholder Lender to sell, use, assign, transfer, transfer or otherwise dispose of (each, a “Transfer”) any of the Floating Rate Note its First Priority Senior Secured Claims or Senior Secured Claims; provided, however, that for during the period commencing as of the date such Consenting Noteholder executes this Agreement Effective Date until termination of this Agreement pursuant to the terms hereof (such period, the “Restricted Period”), no Consenting Noteholder Lender shall Transfer any Floating Rate Note ClaimsFirst Priority Senior Secured Claims or Senior Secured Claim, and any purported Transfer of any Floating Rate Note Claims thereof shall be void and without effect, unless (a) the transferee is a Consenting Noteholder Lender or (b) if the transferee is not a Consenting Noteholder Lender prior to the Transfer, such transferee agrees to be bound by this Agreement with respect to such transferred claims by executing and delivering delivers to the Company, at or prior to before the time of the proposed Transfer, an executed copy of Exhibit E C attached hereto, pursuant to which such Transferee shall assume all obligations of the Consenting Noteholder transferor hereunder in respect of the Floating Rate Note Claims being transferred hereto (such transferee, if any, to also be a Consenting Noteholder hereunder“Provision for Transfer Agreement”). This Agreement shall in no way be construed to preclude any the Consenting Noteholder Lenders from acquiring additional Floating Rate Note ClaimsFirst Priority Senior Secured Claims or Senior Secured Claims (subject, if applicable, to the securities law restrictions described below in this Section); provided, however, that such additional Floating Rate Note First Priority Senior Secured Claims or Senior Secured Claims shall automatically and immediately upon acquisition by a Consenting Noteholder, as legal or beneficial owner, Lender be deemed subject to all of the terms of this AgreementAgreement whether or not notice of such acquisition is given to the Company.