Common use of TRANSFER OF PREFERRED SHARES AND CONVERSION SHARES Clause in Contracts

TRANSFER OF PREFERRED SHARES AND CONVERSION SHARES. (a) Preferred Shares and Conversion Shares may be transferred pursuant to (i) public offerings registered under the Securities Act, (ii) Rule 144 of the SEC (or any similar rule then in force) or (iii) subject to the conditions set forth in Section 6.5(b), any other legally-available means of transfer. (b) In connection with any transfer of any Preferred Shares or Conversion Shares (other than a transfer described in Section 6.5(a)(i) or (ii)), the holder of such shares shall deliver written notice to the Company describing in reasonable detail the proposed transfer, together with an opinion of counsel (Kirkxxxx & Xllix xx such other counsel which, to the Company's reasonable satisfaction, is knowledgeable in securities law matters) to the effect that such transfer may be effected without registration of such shares under the Securities Act. The holder of the shares being transferred shall not consummate the transfer until (i) the prospective transferee has confirmed to the Company in writing its agreement to be bound by the provisions of this Section 6.5 or (ii) such holder shall have delivered to the Company an opinion of such counsel that no subsequent transfer of such Preferred Shares or Conversion Shares shall require registration under the Securities Act. Promptly upon receipt of any opinion described in clause (ii) of the preceding sentence, the Company shall prepare and deliver in connection with the consummation of the proposed transfer, new certificates for the Preferred Shares or Conversion Shares being transferred that do not bear the legend set forth in Section 6.5(c). (c) Except as provided in Section 6.5(b), each certificate for Preferred Shares or Conversion Shares shall be imprinted with a legend substantially in the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON APRIL 5, 1996 AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY APPLICABLE STATE SECURITIES LAW. THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SET FORTH IN THE PREFERRED STOCK PURCHASE AGREEMENT DATED AS OF APRIL 5, 1996 BETWEEN THE ISSUER (THE "COMPANY") AND PRUDENTIAL PRIVATE EQUITY INVESTORS III, L.P. THE COMPANY RESERVES THE RIGHT TO REFUSE ANY TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. A COPY OF SUCH CONDITIONS SHALL BE FURNISHED WITHOUT CHARGE TO THE HOLDER HEREOF UPON WRITTEN REQUEST TO THE COMPANY.

TRANSFER OF PREFERRED SHARES AND CONVERSION SHARES. (a) Preferred Shares and Conversion Shares may be transferred pursuant to (i) public offerings registered under the Securities Act, (ii) Rule 144 of the SEC (or any similar rule then in force), (iii) to an Affiliate of the transferor, or (iiiiv) subject to the conditions set forth in Section 6.5(b6.4(b), any other legally-available means of transfer. (b) In connection with any transfer of any Preferred Shares or Conversion Shares (other than a transfer described in Section 6.5(a)(i6.4(a)(i), (ii) or (iiiii)), the holder of such shares shall deliver written notice to the Company describing in reasonable detail the proposed transfer, together with an opinion of counsel (Kirkxxxx & Xllix Ellix xx such other counsel which, to the Company's reasonable satisfaction, is knowledgeable in securities law matters) to the effect that such transfer may be effected without registration of such shares under the Securities Act. The holder of the shares being transferred shall not consummate the transfer until (i) the prospective transferee has confirmed to the Company in writing its agreement to be bound by the provisions of this Section 6.5 6.4 or (ii) such holder shall have delivered to the Company an opinion of such counsel that no subsequent transfer of such Preferred Shares or Conversion Shares shall require registration under the Securities Act. Promptly upon receipt of any opinion described in clause (ii) of the preceding sentence, the Company shall prepare and deliver in connection with the consummation of the proposed transfer, new certificates for the Preferred Shares or Conversion Shares being transferred that do not bear the legend set forth in Section 6.5(c6.4(c). Notwithstanding anything to the contrary contained herein, Preferred Shares may not be transferred to any of the Company's competitors listed on SCHEDULE 6.4(B) hereto without the Company's written consent (other than pursuant to clauses (a)(i) or (a)(ii) above or a tender offer made to each holder of the Company's Common Stock). (c) Except as provided in Section 6.5(b6.4(b), until transferred pursuant to clauses (a)(i) or (a)(ii) above, each certificate for Preferred Shares or Conversion Shares shall be imprinted with a legend substantially in the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON APRIL 5FEBRUARY 2, 1996 1998 [OR FEBRUARY 13, 1998 IN THE CASE OF PREFERRED SHARES ISSUED ON THE ADVANCE CLOSING DATE] AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY APPLICABLE STATE SECURITIES LAW. THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SET FORTH IN THE PREFERRED STOCK PURCHASE AGREEMENT DATED AS OF APRIL 5FEBRUARY 2, 1996 1998 BETWEEN THE ISSUER (THE "COMPANY") AND PRUDENTIAL PRIVATE EQUITY INVESTORS III, L.P. THE PURCHASERS LISTED ON SCHEDULE I THERETO. THE COMPANY RESERVES THE RIGHT TO REFUSE ANY TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. A COPY OF SUCH CONDITIONS SHALL BE FURNISHED WITHOUT CHARGE TO THE HOLDER HEREOF UPON WRITTEN REQUEST TO THE COMPANY.

TRANSFER OF PREFERRED SHARES AND CONVERSION SHARES. (a) The Preferred Shares and Conversion Shares may be transferred pursuant to (i) public offerings registered under the Securities Act, (ii) Rule 144 of the SEC (or any similar rule then in force), (iii) to an Affiliate or partner of the transferor, or (iiiiv) subject to the conditions set forth in Section 6.5(b6.1(b), any other legally-available means of transfer. (b) In connection with any transfer of any Preferred Shares or Conversion Shares (other than a transfer described in Section 6.5(a)(i) or (ii6.1(a)), the holder of such shares shall deliver written notice to the Company describing in reasonable detail the proposed transfer, together with an opinion of counsel (Kirkxxxx & Xllix xx such other counsel which, to the Company's reasonable satisfaction, is knowledgeable in securities law matters) to the effect that such transfer may be effected without registration of such shares under the Securities Act. The holder of the shares being transferred shall not consummate the transfer until (i) the prospective transferee has confirmed to the Company in writing its agreement to be bound by the provisions of this Section 6.5 6.1 or (ii) such holder shall have delivered to the Company an opinion of such counsel that no subsequent transfer of such Preferred Shares or Conversion Shares shall require registration under the Securities Act. Promptly upon receipt of any opinion described in clause (ii) the first sentence of the preceding sentencethis paragraph 6.1(b), the Company shall prepare and deliver in connection with the consummation of the proposed transfer, new certificates for the Preferred Shares or Conversion Shares being transferred that do not bear the legend set forth in Section 6.5(c6.1(c). (c) Except as provided in Section 6.5(b6.1(b), until transferred pursuant to clauses (a)(i) or (ii) above, each certificate for Preferred Shares or Conversion Shares shall be imprinted with a legend substantially in the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON APRIL 5NOVEMBER 6, 1996 2000 AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW. THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SET FORTH IN (i) THE PREFERRED STOCK PURCHASE AGREEMENT AGREEMENT, DATED AS OF APRIL 5NOVEMBER 6, 1996 BETWEEN THE ISSUER 2000 (AS AMENDED AND MODIFIED FROM TIME TO TIME), AMONG NEXT GENERATION NETWORK, INC. (THE "COMPANY") AND PRUDENTIAL PRIVATE EQUITY INVESTORS IIITHE PURCHASERS NAMED THEREIN AND (ii) THE SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, L.P. DATED AS OF NOVEMBER 6, 2000 (AS AMENDED AND MODIFIED FROM TIME TO TIME), AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN. THE COMPANY RESERVES THE RIGHT TO REFUSE ANY TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. A COPY OF SUCH CONDITIONS SHALL BE FURNISHED WITHOUT CHARGE TO THE HOLDER HEREOF UPON WRITTEN REQUEST TO THE COMPANY.

TRANSFER OF PREFERRED SHARES AND CONVERSION SHARES. (a) Preferred Shares and Conversion Shares may be transferred pursuant to (i) public offerings registered under the Securities Act, (ii) Rule 144 of the SEC (or any similar rule then in force), (iii) to an Affiliate of the transferor, or (iiiiv) subject to the conditions set forth in Section 6.5(b6.4(b), any other legally-available means of transfer. (b) In connection with any transfer of any Preferred Shares or Conversion Shares (other than a transfer described in Section 6.5(a)(i6.4(a)(i), (ii) or (iiiii)), the holder of such shares shall deliver written notice to the Company describing in reasonable detail the proposed transfer, together with an opinion of counsel (Kirkxxxx Xxxxxxxx & Xllix xx Xxxxx or such other counsel which, to the Company's reasonable satisfaction, is knowledgeable in securities law matters) to the effect that such transfer may be effected without registration of such shares under the Securities Act. The holder of the shares being transferred shall not consummate the transfer until (i) the prospective transferee has confirmed to the Company in writing its agreement to be bound by the provisions of this Section 6.5 6.4 or (ii) such holder shall have delivered to the Company an opinion of such counsel that no subsequent transfer of such Preferred Shares or Conversion Shares shall require registration under the Securities Act. Promptly upon receipt of any opinion described in clause (ii) of the preceding sentence, the Company shall prepare and deliver in connection with the consummation of the proposed transfer, new certificates for the Preferred Shares or Conversion Shares being transferred that do not bear the legend set forth in Section 6.5(c6.4(c). Notwithstanding anything to the contrary contained herein, Preferred Shares may not be transferred to any of the Company's competitors listed on Schedule 6.4(b) hereto without the Company's written consent (other than pursuant to clauses (a)(i) or (a)(ii) above or a tender offer made to each holder of the Company's Common Stock). (c) Except as provided in Section 6.5(b6.4(b), until transferred pursuant to clauses (a)(i) or (a)(ii) above, each certificate for Preferred Shares or Conversion Shares shall be imprinted with a legend substantially in the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON APRIL 5FEBRUARY 2, 1996 1998 [OR FEBRUARY 13, 1998 IN THE CASE OF PREFERRED SHARES ISSUED ON THE ADVANCE CLOSING DATE] AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY APPLICABLE STATE SECURITIES LAW. THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SET FORTH IN THE PREFERRED STOCK PURCHASE AGREEMENT DATED AS OF APRIL 5FEBRUARY 2, 1996 1998 BETWEEN THE ISSUER (THE "COMPANY") AND PRUDENTIAL PRIVATE EQUITY INVESTORS III, L.P. THE PURCHASERS LISTED ON SCHEDULE I THERETO. THE COMPANY RESERVES THE RIGHT TO REFUSE ANY TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. A COPY OF SUCH CONDITIONS SHALL BE FURNISHED WITHOUT CHARGE TO THE HOLDER HEREOF UPON WRITTEN REQUEST TO THE COMPANY.