Common use of Transfer of Preferred Shares Clause in Contracts

Transfer of Preferred Shares. (a) Subject to compliance with applicable law, the Investor (and any investment vehicles established and used by the Investor to purchase, hold, and sell Preferred Shares) shall be permitted to transfer, sell, assign or otherwise dispose of (each, a “Transfer”) all or a portion of the Preferred Shares at any time and from time to time, and the Recipient shall take all steps as may be reasonably requested by the Investor to facilitate the sale of the Preferred Shares, including, as set forth in Section 6.4, provided that: (i) The Investor shall not Transfer any Preferred Shares if such Transfer would (A) require the Recipient to be subject to the periodic reporting requirements of Section 13 or 15(d) of the Exchange Act and the Recipient was not already subject to such requirements or (B) if the Recipient is a national bank or federal savings association, require the Recipient to register the securities under Part 16; (ii) Prior to the sale of all or a portion of the Preferred Shares by the Investor to a third party, the Investor shall deliver to the Recipient a notice (“ROFR Notice”) setting forth the number of Preferred Shares proposed to be sold (the “Offered Shares”) and the cash purchase price per Preferred Share (which shall reflect a valuation of the Preferred Shares to be sold determined by an independent third party) (the “Offer Price”) and other terms and conditions on which the Investor proposes to sell the Offered Shares. Within ten (10) days from the date the Investor delivers the ROFR Notice to the Recipient (the “Review Period”), the Recipient shall deliver to the Investor a written notice (a “Response Notice”) stating whether it elects to purchase all the Offered Shares and irrevocably offering to purchase such number of Offered Shares on the terms contained in the ROFR Notice, which purchase shall, as applicable, be conditional upon receipt of prior approval from the Recipient’s Appropriate Federal Banking Agency. If the Recipient does not deliver a Response Notice in accordance with this Section 6.3(a)(ii) prior to the expiration of the Review Period, then the Recipient will be deemed to have elected not to exercise the right of first refusal specified in the ROFR Notice and the Investor shall be free to sell the Offered Shares to a third party on the terms reflected in the ROFR Notice; (iii) The Investor shall not sell more than twenty-five percent (25%) of the outstanding equity interests of the Recipient to a single third party without the Recipient’s consent, which may not be unreasonably delayed, conditioned or withheld; (iv) With the prior consent of the Recipient (which may not be unreasonably delayed, conditioned or withheld), the Investor may Transfer all or a portion of the Preferred Shares for no consideration or for a de minimis amount to a mission-aligned nonprofit Affiliate of an Eligible Financial Institution participating in the ECIP that is an Insured CDFI (an “Eligible Nonprofit”); and (v) Subject to Section 5.2(b), the Investor shall not sell the Preferred Shares to a third party (other than to an Eligible Nonprofit) prior to the Tenth Anniversary without the prior consent of the Recipient (which may not be unreasonably delayed, conditioned or withheld). In addition, subject to Section 5.2(b), the Investor shall provide the Recipient eighteen (18) months’ advance notice of the Investor’s intent to Transfer the Preferred Shares to a third party other than an Eligible Nonprofit. (b) In furtherance of the foregoing, the Recipient shall provide reasonable cooperation to facilitate any Transfers of the Preferred Shares, including, as is reasonable under the circumstances, by furnishing such information concerning the Recipient and its business as a proposed transferee may reasonably request and making management of the Recipient reasonably available to respond to questions of a proposed transferee in accordance with customary practice, subject in all cases to the proposed transferee agreeing to a customary confidentiality agreement. For the avoidance of doubt, the term “third party” as used in this Section 6.3 shall not refer to an investment vehicle or other entity controlled by the Investor, or to any Affiliate of the Investor.

Transfer of Preferred Shares. (a) Subject to compliance with applicable law, the Investor (and any investment vehicles established and used by the Investor to purchase, hold, and sell Preferred Shares) shall be permitted to transfer, sell, assign or otherwise dispose of (each, a “Transfer”) all or a portion of the Preferred Shares at any time and from time to time, and the Recipient shall take all steps as may be reasonably requested by the Investor to facilitate the sale of the Preferred Shares, including, as set forth in Section 6.4, provided that: (i) The Investor shall not Transfer any Preferred Shares if such Transfer would would (A) require the Recipient to be subject to the periodic reporting requirements of Section 13 or 15(d) of the Exchange Act and the Recipient was not already subject to such requirements or (B) if the Recipient is a national bank or federal savings association, require the Recipient to register the securities under Part 16; (ii) Prior to the sale of all or a portion of the Preferred Shares by the Investor to a third party, the Investor shall deliver to the Recipient a notice (“ROFR Notice”) setting forth the number of Preferred Shares proposed to be sold (the “Offered Shares”) and the cash purchase price per Preferred Share (which shall reflect a valuation of the Preferred Shares to be sold determined by an independent third party) (the “Offer Price”) and other terms and conditions on which the Investor proposes to sell the Offered Shares. Within ten (10) days from the date the Investor delivers the ROFR Notice to the Recipient (the “Review Period”), the Recipient shall deliver to the Investor a written notice (a “Response Notice”) stating whether it elects to purchase all the Offered Shares and irrevocably offering to purchase such number of Offered Shares on the terms contained in the ROFR Notice, which purchase shall, as applicable, be conditional upon receipt of prior approval from the Recipient’s Appropriate Federal Banking Agency. If the Recipient does not deliver a Response Notice in accordance with this Section 6.3(a)(ii) prior to the expiration of the Review Period, then the Recipient will be deemed to have elected not to exercise the right of first refusal specified in the ROFR Notice and the Investor shall be free to sell the Offered Shares to a third party on the terms reflected in the ROFR Notice; (iii) The Investor shall not sell more than twenty-five percent (25%) of the outstanding equity interests of the Recipient to a single third party without the Recipient’s consent, which may not be unreasonably delayed, conditioned or withheld; (iv) With the prior consent of the Recipient (which may not be unreasonably delayed, conditioned or withheld), the Investor may Transfer all or a portion of the Preferred Shares for no consideration or for a de minimis amount to a mission-aligned nonprofit Affiliate of an Eligible Financial Institution participating in the ECIP that is an Insured CDFI (an “Eligible Nonprofit”); and (v) Subject to Section 5.2(b), the Investor shall not sell the Preferred Shares to a third party (other than to an Eligible Nonprofit) prior to the Tenth Anniversary without the prior consent of the Recipient (which may not be unreasonably delayed, conditioned or withheld). In addition, subject to Section 5.2(b), the Investor shall provide the Recipient eighteen (18) months’ advance notice of the Investor’s intent to Transfer the Preferred Shares to a third party other than an Eligible Nonprofit. (b) In furtherance of the foregoing, the Recipient shall provide reasonable cooperation to facilitate any Transfers of the Preferred Shares, including, as is reasonable under the circumstances, by furnishing such information concerning the Recipient and its business as a proposed transferee may reasonably request and making management of the Recipient reasonably available to respond to questions of a proposed transferee in accordance with customary practice, subject in all cases to the proposed transferee agreeing to a customary confidentiality agreement. For the avoidance of doubt, the term “third party” as used in this Section 6.3 shall not refer to an investment vehicle or other entity controlled by the Investor, or to any Affiliate of the Investor.

Transfer of Preferred Shares. (a) Subject You agree that you will not, prior to compliance with applicable lawDecember 31, the Investor (and any investment vehicles established and used by the Investor to purchase2003, hold, and sell Preferred Shares) shall be permitted to transferdirectly or indirectly, sell, pledge, give, bequeath, transfer, assign or otherwise in any other way whatsoever encumber or dispose of (each, a “Transfer”hereinafter collectively called "transfer") all or a portion of the any Preferred Shares at or Common Shares or any time and from time to timeinterest therein, and the Recipient shall take all steps or any stock certificate representing, or any voting trust certificate issued with respect to, any Preferred Shares or Common Shares (voluntarily, involuntarily, by operation of law or otherwise), except as otherwise permitted by this Agreement or as may be reasonably requested specifically authorized by the Investor to facilitate the sale Board of Directors of the Company. (b) If, after December 31, 2003, you desire to sell any of your Preferred Shares or Common Shares, including, as set forth in Section 6.4, provided that: (i) The Investor shall not Transfer any you must first offer to sell to the Company such Preferred Shares if such Transfer would (A) require the Recipient for a purchase price equal to be subject $100 per Preferred Share, plus accrued and unpaid dividends to the periodic reporting requirements of Section 13 or 15(d) purchase date, and such Common Shares for a purchase price equal to their Book Value determined as of the Exchange Act and the Recipient was not already subject to such requirements or (B) if the Recipient is a national bank or federal savings association, require the Recipient to register the securities under Part 16; (ii) Prior to the sale of all or a portion end of the Preferred Shares by calendar quarter in which the Investor to a third party, offer is made. You must notify the Investor shall deliver to the Recipient a notice (“ROFR Notice”) setting forth Company in writing of the number of Preferred Shares proposed and/or Common Shares you wish to be sold sell (the “Offered Shares”"Sale Notice"). Upon receipt of your Sale Notice, the Company shall have the option, exercisable for 30 days after the Company receives the Sale Notice (the "Option Period"), to purchase all (but not less than all) and the cash purchase price per Preferred Share (which shall reflect a valuation of the Preferred Shares and Common Shares specified in the Sale Notice. The option may be exercised by giving notice to be sold determined by an independent third party) (you within the “Offer Price”) and other terms and conditions on which Option Period. If the Investor proposes to sell the Offered Shares. Within ten (10) days from the date the Investor delivers the ROFR Notice to the Recipient (the “Review Period”), the Recipient shall deliver to the Investor a written notice (a “Response Notice”) stating whether it Company elects to purchase all the Offered Preferred Shares and irrevocably offering Common Shares you have offered, it shall be obligated to purchase such number of Offered purchase, and you will be obligated to sell, those Preferred Shares and Common Shares at the price and on the terms contained in the ROFR Notice, which purchase shall, as applicable, be conditional upon receipt of prior approval from the Recipient’s Appropriate Federal Banking Agencydescribed above. If the Recipient Company does not deliver a Response Notice in accordance with elect to purchase the Preferred Shares and Common Shares you have offered, and if otherwise permitted under this Section 6.3(a)(ii) prior to 3, you may, at any time thereafter within a period of 120 days after the expiration of the Review Option Period, transfer those Preferred Shares and Common Shares to any party, provided, however, that, in the event you have not transferred the Preferred Shares and Common Shares within 120 days after expiration of the Option Period, then any transfer of those Preferred Shares and Common Shares shall thereafter again be subject to all of the Recipient will be deemed restrictions contained in this Section 3. (c) For purposes of this Agreement, "Book Value" shall mean, as of any date of determination, (x) shareholder's equity of the Company as of that date determined in accordance with generally accepted accounting principles, but adding back (A) the charge to have elected not shareholder's equity relating to exercise the right assumption by the Company of first refusal specified certain asbestos-related liabilities of GAF Building Materials Corporation in connection with the Company's formation, (B) the reduction in shareholder's equity resulting from purchases of the capital stock of GAF Corporation ("GAF") by persons who participated in promoting the management buy-out of GAF in March 1989 (the "Acquisition") (predecessor cost basis adjustment) and (C) any amounts reflecting the liquidation preferences of any outstanding preferred stock of the Company and excluding, to the extent occurring after December 31, 1995, (1) nonrecurring non-operating losses and charges to stockholder's equity and nonrecurring non-operating gains and increases in stockholder's equity, including any further charge relating to asbestos-related liabilities and any increase in stockholder's equity attributable to a public offering of capital stock of the Company, (2) net gains or losses in respect of dispositions of assets by the Company other than in the ROFR Notice ordinary course of business, and (3) any charges relating to amortization of goodwill and other intangibles arising from the Investor shall be free to sell Acquisition divided by (y) the Offered Shares to a third party number of shares of Common Stock of the Company outstanding on the terms reflected in date of determination. Any adjustments to Book Value shall include the ROFR Notice; (iii) The Investor shall not sell more than twenty-five percent (25%) of the outstanding equity interests of the Recipient to a single third party without the Recipient’s consenttax effects, which may not be unreasonably delayedif any, conditioned or withheld; (iv) With the prior consent of the Recipient (which may not be unreasonably delayed, conditioned or withheld), the Investor may Transfer all or a portion of associated therewith. If the Preferred Shares or Common Shares are converted into or exchanged for no consideration other securities or for a de minimis amount property pursuant to a mission-aligned nonprofit Affiliate recapitalization, stock split, combination, reorganization, merger, exchange or similar transaction, or if a sale of an Eligible Financial Institution participating in the ECIP that is an Insured CDFI (an “Eligible Nonprofit”); and (v) Subject to Section 5.2(b)all or substantially all of, the Investor shall not sell the Preferred Shares to a third party (other than to an Eligible Nonprofit) prior to the Tenth Anniversary without the prior consent Common Stock of the Recipient (which may not Company shall occur or be unreasonably delayedpending, conditioned or withheld). In addition, subject to Section 5.2(b)Book Value, the Investor Option and the terms hereof shall provide be modified by the Recipient eighteen (18) months’ advance notice Board of Directors of the Investor’s intent to Transfer the Preferred Shares to a third party other than an Eligible Nonprofit. (b) In furtherance of the foregoing, the Recipient shall provide reasonable cooperation to facilitate any Transfers of the Preferred Shares, including, Company in such manner as is reasonable under the circumstances, by furnishing such information concerning the Recipient and its business as a proposed transferee may reasonably request and making management of the Recipient reasonably available to respond to questions of a proposed transferee in accordance with customary practice, subject in all cases to the proposed transferee agreeing to a customary confidentiality agreement. For the avoidance of doubt, the term “third party” as used in this Section 6.3 shall not refer to an investment vehicle or other entity controlled All determinations by the Investor, or to any Affiliate Board of the InvestorDirectors hereunder shall be made in good faith and shall be binding and conclusive.

Transfer of Preferred Shares. (a) Subject You agree that you will not, prior to compliance with applicable law[seventh anniversary after date of grant], the Investor (and any investment vehicles established and used by the Investor to purchase, hold, and sell Preferred Shares) shall be permitted to transferdirectly or indirectly, sell, pledge, give, bequeath, transfer, assign or otherwise in any other way whatsoever encumber or dispose of (eachhereinafter collectively called "transfer") any Preferred Shares or Common Shares or any interest therein, a “Transfer”) all or a portion any stock certificate representing, or any voting trust certificate issued with respect to, any Preferred Shares or Common Shares (voluntarily, involuntarily, by operation of law or otherwise), except as otherwise permitted by this Agreement or as may be specifically authorized by the Board of Directors of the Company. (b) If, after [seventh anniversary after date of grant], you desire to sell any of your Preferred Shares or Common Shares, you must first offer to sell to the Company such Preferred Shares at any time the Exercise Price, plus accrued and from time unpaid dividends to timethe purchase date, and the Recipient shall take all steps as may be reasonably requested by the Investor to facilitate the sale such Common Shares at their Book Value or, if securities of the Preferred Shares, includingsame class of the Common Shares are then registered under the Securities Exchange Act of 1934, as set forth amended (the "Exchange Act"), the Market Price, in Section 6.4, provided that: (i) The Investor shall not Transfer any Preferred Shares if such Transfer would (A) require the Recipient to be subject to the periodic reporting requirements of Section 13 or 15(d) either case determined as of the Exchange Act and the Recipient was not already subject to such requirements or (B) if the Recipient is a national bank or federal savings association, require the Recipient to register the securities under Part 16; (ii) Prior to the sale of all or a portion end of the Preferred Shares by calendar quarter in which the Investor to a third party, offer is made. You must notify the Investor shall deliver to the Recipient a notice (“ROFR Notice”) setting forth Company in writing of the number of Preferred Shares proposed and/or Common Shares you wish to be sold sell (the “Offered Shares”"Sale Notice"). Upon receipt of your Sale Notice, the Company shall have the option, exercisable for 30 days after the Company receives the Sale Notice (the "Option Period"), to purchase all (but not less than all) and the cash purchase price per Preferred Share (which shall reflect a valuation of the Preferred Shares and Common Shares specified in the Sale Notice. The option may be exercised by giving notice to be sold determined by an independent third party) (you within the “Offer Price”) and other terms and conditions on which Option Period. If the Investor proposes to sell the Offered Shares. Within ten (10) days from the date the Investor delivers the ROFR Notice to the Recipient (the “Review Period”), the Recipient shall deliver to the Investor a written notice (a “Response Notice”) stating whether it Company elects to purchase all the Offered Preferred Shares and irrevocably offering Common Shares you have offered, it shall be obligated to purchase such number of Offered purchase, and you will be obligated to sell, those Preferred Shares and Common Shares at the price and on the terms contained in the ROFR Notice, which purchase shall, as applicable, be conditional upon receipt of prior approval from the Recipient’s Appropriate Federal Banking Agencydescribed above. If the Recipient Company does not deliver a Response Notice in accordance with elect to purchase the Preferred Shares and Common Shares you have offered, and if otherwise permitted under this Section 6.3(a)(ii) prior to 3, you may, at any time thereafter within a period of 120 days after the expiration of the Review Option Period, transfer those Preferred Shares and Common Shares to any party; provided, however, that, in the event that you have not transferred the Preferred Shares and Common Shares within 120 days after expiration of the Option Period, then any transfer of those Preferred Shares and Common Shares shall thereafter again be subject to all of the Recipient will be deemed to have elected not to exercise the right of first refusal specified restrictions contained in the ROFR Notice and the Investor shall be free to sell the Offered Shares to a third party on the terms reflected in the ROFR Notice;this (iiic) The Investor shall not sell more than twenty-five percent You understand that neither the Preferred Shares nor the Common Shares have been registered under the Securities Act of 1933, as amended (25%) the "Securities Act"), or the securities laws of the outstanding equity interests of the Recipient to a single third party without the Recipient’s consentcertain states, which in reliance upon specific exemptions from registration thereunder, and you agree that your Preferred Shares and Common Shares may not be unreasonably delayedsold, conditioned offered for sale, transferred, pledged, hypothecated or withheld; (iv) With otherwise disposed of except in compliance with the prior consent Securities Act and applicable state securities laws and the restrictions of this Agreement on the Recipient (which may transfer thereof. You have been advised that the Company has no obligation and does not intend to cause the Preferred Shares or Common Shares to be unreasonably delayedregistered under the Securities Act or to comply with any exemption under the Securities Act, conditioned or withheld)including but not limited to that set forth in Rule 144 promulgated under the Securities Act, the Investor may Transfer all or a portion that would permit them to be sold by you. You understand that it is not anticipated that there will be any market for resale of the Preferred Shares or Common Shares and that it may not be possible for no consideration or for a de minimis amount you to a mission-aligned nonprofit Affiliate of liquidate an Eligible Financial Institution participating investment in the ECIP that is an Insured CDFI (an “Eligible Nonprofit”); and (v) Subject to Section 5.2(b), the Investor shall not sell the Preferred Shares to a third party (other than to an Eligible Nonprofit) prior to or Common Shares. You understand the Tenth Anniversary without the prior consent legal consequences of the Recipient (which may foregoing to mean that you must bear the economic risk of your investment therein except as otherwise provided in this Agreement. You agree that you will not be unreasonably delayed, conditioned transfer any Preferred Shares or withheld)Common Shares except in compliance with the Securities Act. In addition, subject to Section 5.2(b), the Investor shall provide the Recipient eighteen (18) months’ advance notice The Company will not transfer on its books any certificate representing Preferred Shares or Common Shares in violation of the Investor’s intent to Transfer the Preferred Shares to a third party other than an Eligible Nonprofitprovisions of this Agreement. (b) In furtherance of the foregoing, the Recipient shall provide reasonable cooperation to facilitate any Transfers of the Preferred Shares, including, as is reasonable under the circumstances, by furnishing such information concerning the Recipient and its business as a proposed transferee may reasonably request and making management of the Recipient reasonably available to respond to questions of a proposed transferee in accordance with customary practice, subject in all cases to the proposed transferee agreeing to a customary confidentiality agreement. For the avoidance of doubt, the term “third party” as used in this Section 6.3 shall not refer to an investment vehicle or other entity controlled by the Investor, or to any Affiliate of the Investor.