Common use of Transfer of Restricted Securities Clause in Contracts

Transfer of Restricted Securities. (a) Restricted Securities are transferable only pursuant to (i) Public Offerings, (ii) Rule 144 of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are available and (iii) subject to the conditions specified in clause (b) below, any other legally available means of transfer. (b) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections 4(a)(i) or (ii) above or to any Affiliate of an Investor), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer. If the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx LLP or other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver to the prospective transferor new certificates for such Restricted Securities that do not bear the Securities Act legend set forth in Section 7C. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 4 and Section 7C. (c) Upon the request of an Investor, the Company shall promptly supply to such Investor or its prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission.

Transfer of Restricted Securities. (a) Restricted Securities are transferable only pursuant to (i) Public Offeringspublic offerings registered under the Securities Act, (ii) Rule 144 or Rule 144A of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are available and (iii) subject to the conditions specified in clause PARAGRAPH (b) below, any other legally available means of transfer. (b) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections 4(a)(isubparagraph 3(i)(a) or (ii) above or to any Affiliate of an Investorabove), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of counsel which (to the Company's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. If In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx LLP or other such counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver to the prospective transferor new certificates for such Restricted Securities that which do not bear the Securities Act legend set forth in Section 7C. SECTION 7.3. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 4 paragraph and Section 7C.SECTION 7.3. (c) Upon the request of an InvestorPurchaser, the Company shall promptly supply to such Investor Purchaser or its prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission.

Transfer of Restricted Securities. (a) Restricted Securities are transferable only pursuant to (i) Public Offeringspublic offerings registered under the Securities Act, (ii) Rule 144 or Rule 144A of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are available and (iii) subject to the conditions specified in clause (b) below, any other legally available means of transfer. (b) . In connection with the transfer of any Restricted Securities (other than a transfer described in Sections 4(a)(i) or (ii) above or to any Affiliate of an Investorabove), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of counsel which (to the Company's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. If In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx LLP or other such counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver to the prospective transferor new certificates for such Restricted Securities that which do not bear the Securities Act legend set forth in Section 7C. 6.3. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 4 paragraph and Section 7C. (c) Upon the request of an Investor, the Company shall promptly supply to such Investor or its prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission6.3.

Transfer of Restricted Securities. (a) Restricted Securities are transferable only pursuant to (i) Public Offeringspublic offerings registered under the Securities Act, (ii) Rule 144 or Rule 144A of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are is available and (iii) subject to the conditions specified in clause (bSection 8.5(b) below, any other legally available means of transfer. (b) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections 4(a)(iclauses (i) or (ii) above or to any Affiliate of an InvestorSection 8.5(a) above), the holder thereof shall deliver written notice to the Company CII describing in reasonable detail the transfer or proposed transfer, together with an opinion of counsel which (to the reasonable satisfaction of CII) is knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. If In addition, if the holder of the Restricted Securities delivers to the Company CII an opinion of Xxxxxxxx & Xxxxx LLP or other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company CII shall promptly upon such contemplated transfer deliver to the prospective transferor new certificates for such Restricted Securities that which do not bear the Securities Act legend set forth in Section 7C. 8.5(e). If the Company CII is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company CII in writing its agreement to be bound by the conditions contained in this Section 4 8.5(b) and Section 7C.8.5(e) below. (c) Upon the request of an Investorany party, the Company CII shall promptly supply to such Investor party or its prospective transferees all information regarding the Company CII required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission. (d) If any Restricted Securities become eligible for sale pursuant to Rule 144(k), CII shall, upon the request of the holder of such Restricted Securities, remove the legend set forth in Section 8.5(e) below from the certificates for such Restricted Securities. (e) Each certificate or instrument representing Restricted Securities shall be imprinted with a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON [INSERT CLOSING DATE] AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE RECAPITALIZATION AGREEMENT, DATED OF AUGUST 4, 1997, AS AMENDED AND MODIFIED FROM TIME TO TIME, BY AND AMONG THE ISSUER AND CERTAIN INVESTORS, AND THE ISSUER RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. A COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE."

Transfer of Restricted Securities. (a) Restricted Securities are transferable only pursuant to (i) Public Offeringspublic offerings registered under the Securities Act, (ii) Rule 144 or Rule 144A of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are is available and (iii) subject to the conditions specified in clause subparagraph (b) below, any other legally available means of to transfer. (b) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections 4(a)(iclause (i) or (ii) above or to any Affiliate of an Investorsubparagraph (a) above), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of counsel which (to Company's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. If In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx LLP or other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver to the prospective transferor new certificates or instruments, as the case may be, for such Restricted Securities that which do not bear the Securities Act legend set forth in Section 7C. 7.1 above. If the Company is not required to deliver new certificates certificate or instruments, as the case may be, for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions conditioned contained in this Section 4 and Section 7C.7.2. (c) Upon the request of an Investora holder of Restricted Securities, the Company shall promptly supply to such Investor holder or its such holder's prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144 or 144A of the Securities and Exchange Commission. (d) If any Restricted Securities become eligible for sale pursuant to Rule 144(k), Company shall, upon the request of the holder of such Restricted Securities, remove the legend set forth in Section 7.1 from the certificates or instruments, as the case may be, representing such Restricted Securities.

Transfer of Restricted Securities. (a) Notwithstanding any other condition to a Transfer set forth in this Agreement, Restricted Securities are transferable Transferable only pursuant to (iA) Public Offeringspublic offerings registered under the Securities Act, (iiB) Rule 144 or Rule 144A of the Securities and Exchange Commission SEC (or any similar rule or rules then in force) if such rule or rules are available is available, and (iiiC) subject to the conditions specified in clause (b) belowSection 9.6(b), any other legally available means of transferTransfer. (b) In connection with the transfer Transfer of any Restricted Securities (other than a transfer Transfer described in Sections 4(a)(iclause (A) or (iiB) above or to any Affiliate of an InvestorSection 9.6(a)), the holder Holder thereof shall deliver written notice to the Company Holdings LLC describing in reasonable detail the transfer Transfer or proposed transfer. If the holder of the Restricted Securities delivers to the Company Transfer, together with (if reasonably requested by Holdings LLC) an opinion of Xxxxxx Xxxxxxx Xxxxxxxxx & Xxxx, PLLC, Xxxxxxxx & Xxxxx LLP or other counsel which (to Holdings LLC’s reasonable satisfaction) is knowledgeable in Securities Act matters to the effect that such Transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In addition, if the Holder of the Restricted Securities delivers to Holdings LLC such a reasonably satisfactory opinion of counsel that no subsequent transfer Transfer of such Restricted Securities shall require registration under the Securities Act, the Company then Holdings LLC shall promptly upon such contemplated transfer Transfer deliver to the prospective transferor new certificates for such Restricted Securities that which do not bear the Securities Act legend set forth in Section 7C. 3.6. If the Company Holdings LLC is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder Holder thereof shall not transfer Transfer the same until the prospective transferee has confirmed to the Company Holdings LLC in writing its agreement to be bound by the conditions contained in this Section 4 9.6 and Section 7C.3.6. (c) Upon the request of an Investora Holder of Restricted Securities, the Company Holdings LLC shall promptly supply to such Investor Holder or its such Holder’s prospective transferees all information regarding the Company Holdings LLC required to be delivered in connection with a transfer Transfer pursuant to Rule 144A of the SEC. (d) If any Restricted Securities and Exchange Commissionbecome eligible for sale pursuant to Rule 144(k), Holdings LLC shall, upon the request of the Holder of such Restricted Securities, remove the legend set forth in Section 3.6 from the certificates representing such Restricted Securities.

Transfer of Restricted Securities. (ai) Restricted Securities are transferable only pursuant to (ia) Public Offeringspublic offerings registered under the Securities Act, (iib) Rule 144 of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are available is available, (c) to any Affiliate of the Purchaser and (iiid) subject to the conditions specified in clause subparagraph (bii) below, any other legally available means of transfer.; (bii) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections 4(a)(iSection 4(i)(a), (b) or (iic) above or to any Affiliate of an Investorabove), the holder thereof shall thereto will deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of counsel which (to the Company's reasonable satisfaction) is knowledgeable in securities law matters (an "Approved Counsel") to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. If In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx LLP or other counsel an Approved Counsel that no subsequent transfer of such Restricted Securities shall will require registration under the Securities Act, the Company shall will promptly upon such contemplated transfer deliver to the prospective transferor new certificates for such Restricted Securities that which do not bear the Securities Act legend set forth in Section 7C. 7.3. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall will not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 4 and Section 7C. (c) Upon the request of an Investor, the Company shall promptly supply to such Investor or its prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission7.3.

Transfer of Restricted Securities. (a) Restricted Securities are transferable only pursuant to (i) Public Offeringspublic offerings registered under the Securities Act, (ii) Rule 144 of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are available and (iii) subject to the conditions specified in clause CLAUSE (bB) below, any other legally available means of transfer. (b) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections SECTIONS 4(a)(i) or (ii) above or to any Affiliate of an Investorabove), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of Xxxxxxxx & Xxxxx or other counsel which (to the Company's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. If In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx LLP or such other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver to the prospective transferor new certificates for such Restricted Securities that which do not bear the Securities Act legend set forth in Section SECTION 7C. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 4 and Section SECTION 7C. (c) Upon the request of an Investorany Purchaser, the Company shall promptly supply to such Investor Purchaser or its prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission.

Transfer of Restricted Securities. (a) Restricted Securities are transferable only pursuant to (i) Public Offeringspursuant to public offerings registered under the Securities Act, (ii) pursuant to Rule 144 of (except pursuant to Rule 144(k) if the Securities and Exchange Commission (or any similar rule or rules then in forceCompany’s shares have not become publicly traded) if such rule or rules are available and is available, (iii) subject to the conditions specified in clause paragraph (b) below, to a Permitted Transferee, and (iv) subject to the conditions specified in paragraphs (b) and (c) below and in Sections 4.02, 4.03 and 4.04, any other legally available means of transferTransfer; provided, however, that in no event may any Stockholder Transfer Restricted Securities pursuant to this clause (iv) to any Person (or an Affiliate of such Person) which competes materially and directly with the Company in a material service line and market of the Company (but no bank, insurance company or other similar institutional investor shall be deemed to be such a competitor); and provided further that no Management Stockholder may Transfer Restricted Securities except to a Permitted Transferee or in connection with a Transfer pursuant to Sections 4.02 (as a Participating Tag-along Stockholder (as defined therein)) or 4.04. (b) In connection with the transfer Transfer of any Restricted Securities (other than a transfer Transfer described in Sections 4(a)(isubparagraph (a)(i) or (ii) above or to any Affiliate of an Investorabove), the holder thereof shall will deliver written notice to the Company describing in reasonable detail the transfer Transfer or proposed transfer. If Transfer, together with an opinion (reasonably acceptable in form and substance to the holder Company) of counsel (which may be in-house counsel) which (to the Company’s reasonable satisfaction) is knowledgeable in securities law matters to the effect that such Transfer of Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx LLP or other counsel that no subsequent transfer of such Restricted Securities shall require may be effected without registration under the Securities ActAct or any applicable state securities laws, the Company shall promptly upon such contemplated transfer deliver to the prospective transferor new certificates for such Restricted Securities that do not bear the Securities Act legend set forth in Section 7C. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until and with written confirmation from the prospective transferee has confirmed to the Company in writing of its agreement to be bound by the conditions contained in this Section 4 Agreement and Section 7C.the other restrictions on Transfer imposed by the Securities Act or any applicable state securities laws; provided, however, that no such opinion of counsel shall be required for a distribution of Restricted Securities by a partnership to all its partners, to a liquidating trust for the benefit of its partners, to a retired partner of such partnership who retires after the date of this Agreement, or to the estate of any such partner or retired person, by a limited liability company to its members, or by a Stockholder to an Affiliate. (c) It shall be a condition to the Transfer of any Restricted Securities that the transferee thereof (including, without limitation, a Permitted Transferee) agrees to be bound by the provisions of this Agreement by executing a Transferee Agreement in the form of Annex I hereto, and upon such Transfer shall be a Stockholder for all purposes hereunder. Upon the request execution and delivery of an Investora Transferee Agreement, the Company shall agrees promptly supply to effect the re-registration of any transferred Shares in the name of such Investor or its prospective transferees all information regarding transferee (upon submission of certificates for the Company required Shares to be delivered in connection with a transfer pursuant to Rule 144A of the Securities transferred, accompanied by properly completed and Exchange Commissionexecuted stock powers).

Transfer of Restricted Securities. (a) Each Purchaser acknowledges that Restricted Securities are transferable only pursuant to (i) Public Offeringspublic offerings registered under the Securities Act, (ii) Rule 144 or Rule 144A of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule is available or rules are available and (iii) subject to the conditions specified in clause subsection (bA) below, any other legally available means of transfer. (b) A. In connection with the transfer of any Restricted Securities (other than a transfer described in Sections 4(a)(i) or (ii) above or to any Affiliate of an Investor)Securities, the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of counsel which (to the Company's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. If In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx LLP or other such counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver to the prospective transferor new certificates for such Restricted Securities that which do not bear the Securities Act legend set forth in Section 7C. 7.C. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 4 5.A and Section 7C.7.C. (c) B. Upon the request of an Investorany Purchaser, the Company shall promptly supply to such Investor Purchaser or its prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission. C. Upon the request of any holder of Restricted Securities, the Company shall remove the foregoing legend from the certificates for such holder's Restricted Securities; provided that such Restricted Securities are eligible for sale pursuant to Rule 144(k). Whenever any particular securities cease to be Restricted Securities, the holder thereof shall be entitled to receive from the Company, without expense, new certificates representing such securities but of not bearing a Securities Act legend of the character set forth in Section 7.C.

Transfer of Restricted Securities. (a) Restricted Securities are transferable only pursuant to (i) Public Offerings, (ii) Rule 144 of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are available and (iii) subject to the conditions specified in clause (b) below, any other legally available means of transfer. (b) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections SECTION 4(a)(i) or (ii) above or a transfer to any an Affiliate of an Investora Purchaser), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of Xxxxxxxx & Xxxxx LLP, Xxxxxxx Xxxxx Xxxxxx LLP or other counsel that (to the Company's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. If In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx LLP or such other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver to the prospective transferor new certificates for such Restricted Securities that do not bear the Securities Act legend set forth in Section 7C. SECTION 7.C. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section SECTION 4 and Section 7C.SECTION 7.C. (c) Upon the request of an Investora Purchaser, the Company shall promptly supply to such Investor Purchaser or its prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission.

Transfer of Restricted Securities. (a) Restricted Securities are transferable only pursuant to (i) Public Offeringspublic offerings registered under the Securities Act, (ii) Rule 144 or Rule 144A of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are is available and (iii) subject to the conditions specified in clause subparagraph (b) below, any other legally available means of to transfer. (b) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections 4(a)(iclause (i) or (ii) above or to any Affiliate of an Investorsubparagraph (a) above), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of counsel which (to the Company's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. If In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx LLP or other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver to the prospective transferor new certificates or instruments, as the case may be, for such Restricted Securities that which do not bear the Securities Act legend set forth in Section 7C. 8.1 above. If the Company is not required to deliver new certificates certificate ----------- or instruments, as the case may be, for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions conditioned contained in this Section 4 and Section 7C.8.2. ----------- (c) Upon the request of an Investora holder of Restricted Securities, the Company shall promptly supply to such Investor holder or its such holder's prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144 or 144A of the Securities and Exchange Commission. (d) If any Restricted Securities become eligible for sale pursuant to Rule 144(k), the Company shall, upon the request of the holder of such Restricted Securities, remove the legend set forth in Section 7.1 from the ----------- certificates or instruments, as the case may be, representing such Restricted Securities.

Transfer of Restricted Securities. (ai) Restricted Securities are transferable only pursuant to (ia) Public Offeringspublic offerings registered under the Securities Act, (iib) Rule 144 or Rule 144A of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are is available and (iiic) subject to the conditions specified in clause subparagraph (bii) below, any other legally available means of transfer. (bii) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections 4(a)(isubparagraph 5(i)(a) or (ii) above or to any Affiliate of an Investorb above), the holder thereof shall will deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of counsel which (to the Company's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. If In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx LLP or other counsel that no subsequent transfer of such Restricted Securities shall will require registration under the Securities Act, the Company shall will promptly upon such contemplated transfer deliver to the prospective transferor new certificates for such Restricted Securities that which do not bear the Securities Act legend set forth in Section 7C. 8C. If the Company is not required to deliver such new certificates for such Restricted Securities not bearing such legend, the holder thereof shall will not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 4 and Section 7C.paragraph. (ciii) Upon the request of an Investorthe Purchaser, the Company shall promptly supply to such Investor the Purchaser or its prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission.

Transfer of Restricted Securities. (a) Restricted Securities are transferable only pursuant to (i) Public Offeringspublic offerings registered under the Securities Act, (ii) Rule 144 of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are available and (iii) subject to the conditions specified in clause (b) below, any other legally available means of transfer. (b) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections 4(a)(i5(a)(i) or (ii) above or to any Affiliate of an Investorabove), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of Kirkxxxx & Xllix xx other counsel which (to the Company's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. If In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx Kirkxxxx & Xxxxx LLP or Xllix xx such other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver to the prospective transferor new certificates for such Restricted Securities that which do not bear the Securities Act legend set forth in Section 7C. 8C. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 4 and Section 7C.8C. (c) Upon the request of an Investorthe Purchaser, the Company shall promptly supply to such Investor the Purchaser or its prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission.

Transfer of Restricted Securities. (ai) Restricted Securities are transferable only pursuant to (ia) Public Offeringspublic offerings registered under the Securities Act, (iib) Rule 144 or Rule 144A of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are is available and (iiic) subject to the conditions specified in clause subparagraph (bii) below, any other legally available means of transfer. (bii) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections 4(a)(iclause (a) or (iib) above or to any Affiliate of an Investorsubparagraph (i) above), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of Xxxxxxxx & Xxxxx, Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx or other counsel which (to the Company's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. If In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx LLP Xxxxx, Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx or such other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver to the prospective transferor new certificates or instruments, as the case may be, for such Restricted Securities that which do not bear the Securities Act legend set forth in Section 7C. Paragraph 11C(v) below. If the Company is not required to deliver new certificates or instruments, as the case may be, for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 4 Paragraph 11C(ii) and Section 7C.Paragraph 11C(v) below. (ciii) Upon the request of an Investora holder of Restricted Securities, the Company shall promptly supply to such Investor holder or its such holder's prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission. (iv) If any Restricted Securities become eligible for sale pursuant to Rule 144(k), the Company shall, upon the request of the holder of such Restricted Securities, remove the legend set forth in Paragraph 11C(v) from the certificates or instruments, as the case may be, representing such Restricted Securities. (v) Each certificate or instrument representing Restricted Securities shall be imprinted with a legend in substantially the following form: "The securities represented hereby have not been registered under the Securities Act of 1933, as amended. The transfer of the securities represented hereby is subject to the conditions specified in the Recapitalization Agreement dated as of August 29, 1997, by and among the issuer (the "COMPANY") and certain investors, and the Company reserves the right to refuse the transfer of such securities until such conditions have been fulfilled with respect to such transfer. A copy of such conditions shall be furnished by the Company to the holder hereof upon written request and without charge."

Transfer of Restricted Securities. (ai) Restricted Securities are transferable only pursuant to (ia) Public Offeringspublic offerings registered under the Securities Act, (iib) Rule 144 of or Rule 144A under the Securities and Exchange Commission Act (or any similar rule or rules then in force) if such rule or rules are is available and (iiic) subject to the conditions specified in clause (bSection 12(a)(ii) below, any other legally available means of transfer. (bii) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections 4(a)(iclause (a) or (iib) above or to any Affiliate of an Investorsubsection (i) above), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of counsel which (to the Company’s reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. If In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx LLP or other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver to the prospective transferor new certificates for such Restricted Securities that which do not bear the Securities Act legend set forth in Section 7C. 12(a)(iv) below. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 4 12(a)(ii) and Section 7C.12(a)(iv). (ciii) Upon If any Restricted Securities become eligible for sale pursuant to Rule 144(k) under the Securities Act (or any similar rule or rules then in force), the Company shall, upon the request of an Investorthe holder of such Restricted Securities, remove the Company legend set forth in Section 12(a)(iv) from the certificates representing such Restricted Securities. (iv) Each certificate representing Restricted Securities shall promptly supply to such Investor or its prospective transferees all information regarding the Company required to be delivered in connection imprinted with a transfer pursuant to Rule 144A of legend in substantially the following form: “The securities represented hereby have not been registered under the Securities Act of 1933, as amended or any state securities or blue sky laws and Exchange Commissionmay not be transferred in the absence of registration thereunder or an exemption therefrom.”

Transfer of Restricted Securities. (a) Restricted Securities are transferable only pursuant to (iA) Public Offeringspublic offerings registered under the Securities Act, (iiB) Rule 144 of under the Securities and Exchange Commission Act (or any similar rule or rules then in force) if such rule or rules are is available and (iiiC) subject to the conditions specified in clause subsection (b) below, any other legally available means of transfer. (b) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections 4(a)(iclauses (A) or (iiB) above or to any Affiliate of an Investorsubsection (a) above), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of Kirkxxxx & Xllix xx other counsel which (to the Company's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. If In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx Kirkxxxx & Xxxxx LLP or Xllix xx such other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver to the prospective transferor new certificates for such Restricted Securities that which do not bear the Securities Act legend set forth in Section 7C. 9.10(d). If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 4 9.10(b) and Section 7C.9.10(e). (c) Upon If any Restricted Securities become eligible for sale pursuant to Rule 144(k), the Company shall, upon the request of the holder of such Restricted Securities, remove the legend set forth in Section 9.10(d) from the certificates for such Restricted Securities. (d) Each certificate or instrument representing Restricted Securities shall be imprinted with a legend in substantially the following form: "The securities represented by this certificate were originally issued on [the date of issuance] and have not been registered under the Securities Act of 1933, as amended and may not be sold or transferred in the absence of an Investoreffective registration statement under such Act or pursuant to an applicable exemption from registration thereunder. The transfer of the securities represented by this certificate is subject to the conditions specified in the Recapitalization Agreement dated as of August 6, 1999, by and among the issuer (the "Company") and certain other parties, and the Company reserves the right to refuse the transfer of such securities until such conditions have been fulfilled with respect to such transfer. A copy of such conditions shall be furnished by the Company to the holder hereof upon written request and without charge." (e) Any transfer or attempted transfer of any Restricted Securities in violation of any provision of this Agreement shall be void, and the Company shall promptly supply to not record such Investor transfer on its books or its prospective transferees all information regarding treat any purported transferee of such Restricted Securities as the Company required to be delivered in connection with a transfer pursuant to Rule 144A owner of the such Restricted Securities and Exchange Commissionfor any purpose.

Transfer of Restricted Securities. (ai) Restricted Securities are transferable only pursuant to (ia) Public Offeringspublic offerings registered under the Securities Act, (iib) Rule 144 or Rule 144A of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are is available and (iiic) subject to the conditions specified in clause subparagraph (bii) below, any other legally available means of transfer. (bii) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections 4(a)(isubparagraph 4(i)(a) or (iib) above or to any Affiliate of an Investorabove), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, and, if requested by the Company, an opinion of counsel, which counsel to the Company's reasonable satisfaction is knowledgeable in securities law matters, to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. If In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx LLP or other counsel reasonably acceptable to the Company that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver to the prospective transferor new certificates for such Restricted Securities that which do not bear the Securities Act legend set forth in Section 7C. paragraph 7B(i). If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 4 paragraph and Section 7C.paragraph 7B(i). (ciii) Upon the request of an Investorany holder of Restricted Securities, the Company shall promptly supply to remove the foregoing legend from the certificates for such Investor or its prospective transferees all information regarding the Company required to be delivered in connection with a transfer holder's Restricted Securities; provided that such Restricted Securities are eligible for sale pursuant to Rule 144A of the Securities and Exchange Commission144(k).

Transfer of Restricted Securities. (ai) Restricted Securities (as herein defined) are transferable only pursuant to (iA) Public Offeringspublic offerings registered under the Securities Act, (iiB) Rule 144 of the Securities and Exchange Commission Act (or any similar rule or rules then in force) if such rule or rules are is available and (iiiC) subject to the conditions specified in clause (bSection 9(a)(ii) belowhereof, any other legally available means of transfer. (bii) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections 4(a)(iclause (A) or (iiB) above or to any Affiliate of an InvestorSection 9(a)(i) hereof), the holder thereof shall deliver written notice to the Company EPII describing in reasonable detail the transfer or proposed transfer, together with information as to such holder's compliance with applicable securities laws as reasonably may be requested by EPII, and such transfer only shall be made in compliance with the Securities Act and any applicable state securities laws. If EPII shall cooperate in connection with any such transfer, including providing such information to any holder of Restricted Securities or such holder's proposed transferee as may be necessary to satisfy the requirements of Rule 144A of the Securities Act in connection with any transfer to a "Qualified Institutional Buyer" under such rule. Upon any transfer, the transferee shall, to the extent of such transfer, be entitled to exercise the rights hereunder of the person making such transfer. To the extent the holder of the Restricted Securities delivers to complies with the Company an opinion first sentence of Xxxxxxxx & Xxxxx LLP or other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Actthis Section 9(a)(ii), the Company EPII shall promptly upon such contemplated transfer deliver to the prospective transferor new certificates for such Restricted Securities that which do not bear the Securities Act legend set forth in Section 7C. 9(b) hereof unless such legend is still required. If the Company EPII is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company EPII in writing its agreement to be bound by the conditions contained in this Section 4 paragraph and Section 7C. (c9(b) Upon the request of an Investor, the Company shall promptly supply to such Investor or its prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commissionhereof.

Transfer of Restricted Securities. (a) Restricted Securities are transferable only pursuant to (i) Public Offerings, (ii) Rule 144 of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are available and (iii) subject to the conditions specified in clause (b) below, any other legally available means of transfer. (b) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections 4(a)(i) or (ii) above or to any Affiliate of an Investorabove), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of Xxxxxxxx & Xxxxx LLP or other counsel that (to the Company’s reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. If In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx LLP or such other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver to the prospective transferor new certificates for such Restricted Securities that do not bear the Securities Act legend set forth in Section 7C. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 4 and Section 7C. (c) Upon the request of an Investora Purchaser, the Company shall promptly supply to such Investor Purchaser or its prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission.

Transfer of Restricted Securities. (a) Restricted Securities are transferable only pursuant to (i) Public Offeringspublic offerings registered under the Securities Act, (ii) Rule 144 or Rule 144A of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are is available and (iii) subject to the conditions specified in clause subparagraph (b) below, any other legally available means of to transfer. (b) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections 4(a)(iclause (i) or (ii) above or to any Affiliate of an Investorsubparagraph (a) above), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of counsel which (to the Company's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. If In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx LLP or other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver to the prospective transferor new certificates or instruments, as the case may be, for such Restricted Securities that which do not bear the Securities Act legend set forth in Section 7C. SECTION 6.1 above. If the Company is not required to deliver new certificates certificate or instruments, as the case may be, for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions conditioned contained in this Section 4 and Section 7C.SECTION 6.2. (c) Upon the request of an Investora holder of Restricted Securities, the Company shall promptly supply to such Investor holder or its such holder's prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144 or 144A of the Securities and Exchange Commission. (d) If any Restricted Securities become eligible for sale pursuant to Rule 144(k), the Company shall, upon the request of the holder of such Restricted Securities, remove the legend set forth in SECTION 6.1 from the certificates or instruments, as the case may be, representing such Restricted Securities.

Transfer of Restricted Securities. (ai) Restricted Securities are transferable only pursuant to (ia) Public Offeringspublic offerings registered under the Securities Act, (iib) Rule 144 or Rule 144A of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are available and (iiic) subject to the conditions specified in clause subparagraph (bii) below, any other legally available means of transfer. (bii) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections 4(a)(isubparagraph 4(i)(a) or (iib) above or a transfer to any an Affiliate of an Investorthe holder described in Section 7F herein), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of counsel acceptable to the Company to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. If In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx LLP or other such counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver to the prospective transferor new certificates for such Restricted Securities that which do not bear the Securities Act legend set forth in Section paragraph 7C. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 4 paragraph and Section paragraph 7C. (ciii) Upon the request of an Investorthe Purchaser, the Company shall promptly supply to such Investor the Purchaser or its prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission. (iv) Notwithstanding anything contained herein to the contrary, except for any transfer pursuant to Section 4(i)(a) or (b) or a transfer to an Affiliate of the holder described in Section 7F herein, if any holder of Investor Stock (the "TRANSFERRING PURCHASER") desires to transfer all or a portion of its Restricted Securities, the Transferring Purchaser shall deliver a written notice (the "OFFER NOTICE") to the Company, and all of the other holders of Investor Stock (the "OTHER HOLDERS"). The Offer Notice shall disclose in reasonable detail the proposed number of Restricted Securities to be transferred and the proposed sale price, terms and conditions of the transfer. Each Other Holder may elect to purchase all or any portion of the Restricted Securities specified in the Offer Notice at the price and on the terms specified therein by delivering written notice (the "REPLY NOTICE") of such election to the Company and each Other Holder as soon as practical but in any event within 20 days after the delivery of the Offer Notice. If the Other Holders elect to purchase an aggregate number of any type of Restricted Securities greater then the number of such type of Restricted Securities specified in the Offer Notice, such type of Restricted Securities shall be allocated among the Other Holders pro rata based upon the number of shares of Underlying Common Stock owned by each Other Holder desiring to acquire such type of Restricted Securities pursuant to this Section 4(iv) (but in no event shall the pro rata share of any such Other Holder result in such Other Holder acquiring a number of any type of Restricted Securities in excess of the number of such Restricted Securities requested by such Other Holder). If the Other Holders have elected to purchase all or any portion of the Restricted Securities from the Transferring Purchaser, the transfer of such shares shall be consummated as soon as practical after the delivery of the last Reply Notice, but in any event within 40 days after the delivery of either such notice. To the extent that the Other Holders have not elected to purchase all of the Restricted Securities being offered, the Transferring Purchaser may, within 90 days after a delivery of the Offer Notice, transfer such Restricted Securities to one or more third parties at a price no less than the price per share specified in the Reply Notice and on other terms no more favorable to the transferees than offered to the Other Holders. The purchase price specified in any Offer Notice shall be payable solely in cash at the closing of the transaction or, if mutually agreed upon by the parties, in installments over time.

Transfer of Restricted Securities. (ai) Restricted Securities are transferable only pursuant to (ia) Public Offeringspublic offerings registered under the Securities Act, (iib) Rule 144 or Rule 144A of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are available and or (iiic) subject to the conditions specified in clause (bSection 4(ii) below, any other legally available means of transfer. (bii) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections 4(a)(iSection 4 (i) (a) or (iib) above or to any Affiliate of an Investorabove), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of Xxxxxxxx & Xxxxx or other counsel which (to the Company's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. If In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx LLP or such other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver to the prospective transferor new certificates for such Restricted Securities that which do not bear the Securities Act legend set forth in Section 7C. If the Company company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 4 and Section 7C. (ciii) Upon the request of an Investorthe Purchaser, the Company shall promptly supply to such Investor the Purchaser or its prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission.

Transfer of Restricted Securities. (a) Restricted Securities are transferable only pursuant to (i) Public Offeringspublic offerings registered under the Securities Act, (ii) Rule 144 of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are available is available, (iii) the applicable terms and conditions of the Stockholders Agreement, and (iiiiv) subject to the conditions specified in clause (b) below, any other legally available means of transfer. (b) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections Section 4(a)(i) or (ii) above or to any Affiliate of an Investorabove), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of counsel which (to the Company's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. If In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx LLP or other counsel which (to the Company's reasonable satisfaction) is knowledgeable in securities law matters that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver to the prospective transferor new certificates for such Restricted Securities that which do not bear the Securities Act legend set forth in Section 7C. 7(f). If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 4 3 and Section 7C. (c) Upon the request of an Investor, the Company shall promptly supply to such Investor or its prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission7(f).

Transfer of Restricted Securities. (a) Restricted Securities are transferable only pursuant to (i) Public Offeringspublic offerings registered under the Securities Act, (ii) Rule 144 or Rule 144A of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are available and (iii) subject to the conditions specified in clause PARAGRAPH (b) below, any other legally available means of transfer. (b) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections 4(a)(isubparagraph 4(i)(a) or (iib) above or to any Affiliate of an Investorabove), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of Xxxxx & Xxxxxxx, LLP or other counsel which (to the Company's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. If In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx Xxxxx & Xxxxx Xxxxxxx, LLP or such other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver to the prospective transferor new certificates for such Restricted Securities that which do not bear the Securities Act legend set forth in Section 7C. SECTION 7.3. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 4 paragraph and Section 7C.SECTION 7.3. (c) Upon the request of an InvestorCORESTAFF, the Company shall promptly supply to such Investor CORESTAFF or its prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission.

Transfer of Restricted Securities. (ai) In addition to the transfer restrictions contained in Article X of this Agreement, Restricted Securities are transferable only pursuant to (iA) Public Offerings, (iiB) Rule 144 of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are available and (iiiC) subject to the conditions specified in clause (bii) below, any other legally available means of transfer. (bii) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections 4(a)(i) or (ii) above or to any Affiliate of an InvestorSection 6.8(c)(i)(A)), the holder thereof shall deliver written notice to the Company LLC describing in reasonable detail the transfer or proposed transfer, together (except in the case of a transfer described in Section 6.8(c)(i)(B)) with an opinion of counsel that (to the LLC’s reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. If In addition, if the holder of the Restricted Securities delivers to the Company LLC an opinion of Xxxxxxxx & Xxxxx LLP or other such counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company LLC shall promptly upon such contemplated transfer deliver to the prospective transferor new certificates for such Restricted Securities that do not bear the Securities Act legend set forth in Section 7C. 10.7(b). If the Company LLC is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company LLC in writing its agreement to be bound by the conditions contained in this Section 4 6.8(c) and Section 7C.10.7(b). (ciii) Upon the request of an InvestorInvestor Member, the Company LLC shall promptly supply to such Investor Member or its prospective transferees all information regarding the Company LLC required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission.

Transfer of Restricted Securities. (a) Restricted Securities are transferable only pursuant to (i) Public Offerings, (ii) Rule 144 of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are available and (iii) subject to the conditions specified in clause CLAUSE (b) below, any other legally available means of transfer. (b) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections SECTIONS 4(a)(i) or (ii) above or to any Affiliate of an Investorabove), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of Xxxxxxxx & Xxxxx or other counsel which (to the Company's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. If In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx LLP or such other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver to the prospective transferor new certificates for such Restricted Securities that which do not bear the Securities Act legend set forth in Section SECTION 7C. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section SECTION 4 and Section SECTION 7C. (c) Upon the request of an Investora Purchaser, the Company shall promptly supply to such Investor Purchaser or its prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission.

Transfer of Restricted Securities. (a) Restricted Securities are transferable only pursuant to (i) Public Offeringspublic offerings registered under the Securities Act, (ii) Rule 144 of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are available and (iii) subject to the conditions specified in clause (b) below, any other legally available means of transfer.. ---------- (b) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections 4(a)(i5(a)(i) or (ii) above or to any Affiliate of an Investorabove), ---------------- -- the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of Xxxxxxxx & Xxxxx or other counsel which (to the Company's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. If In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx LLP or such other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver to the prospective transferor new certificates for such Restricted Securities that which do not bear the Securities Act legend set forth in Section 7C. 8C. ---------- If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 4 and Section 7C.8C. ---------- (c) Upon the request of an Investorthe Purchaser, the Company shall promptly supply to such Investor the Purchaser or its prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission.

Transfer of Restricted Securities. (ai) Restricted Securities are transferable only pursuant to (ia) Public Offeringspublic offerings registered under the Securities Act, (iib) Rule 144 of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule is available, (c) to any Affiliate of the Purchaser or rules are available Xxxxxxxxx and (iiid) subject to the conditions specified in clause subparagraph (bii) below, any other legally available means of transfer.; (bii) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections 4(a)(iSection 5(i)(a), (b) or (iic) above or to any Affiliate of an Investorabove), the holder thereof shall thereto will deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of counsel which (to the Company's reasonable satisfaction) is knowledgeable in securities law matters (an "Approved Counsel") to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. If In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx LLP or other counsel an Approved Counsel that no subsequent transfer of such Restricted Securities shall will require registration under the Securities Act, the Company shall will promptly upon such contemplated transfer deliver to the prospective transferor new certificates for such Restricted Securities that which do not bear the Securities Act legend set forth in Section 7C. 8.4. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall will not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 4 and Section 7C. (c) Upon the request of an Investor, the Company shall promptly supply to such Investor or its prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission8.4.

Transfer of Restricted Securities. (ai) Restricted Securities are transferable only pursuant to (ia) Public Offeringspublic offerings registered under the Securities Act, (iib) Rule 144 or Rule 144A of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are is available and (iiic) subject to the conditions specified in clause subparagraph (bii) below, any other legally available means of transfer. (bii) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections 4(a)(iclause (a) or (iib) above or to any Affiliate of an Investorsubparagraph (i) above), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of Xxxxxxxx & Xxxxx, Xxxxxxx & West LLP or other counsel which (to the Company's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. If In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx Xxxxx, Xxxxxxx & West LLP or such other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver to the prospective transferor new certificates or instruments, as the case may be, for such Restricted Securities that which do not bear the Securities Act legend set forth in Section 7C. Paragraph 11C(v) below. If the Company is not required to deliver new certificates or instruments, as the case may be, for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 4 Paragraph 11C(ii) and Section 7C.Paragraph 11C(v) below. (ciii) Upon the request of an Investora holder of Restricted Securities, the Company shall promptly supply to such Investor holder or its such holder's prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission. (iv) If any Restricted Securities become eligible for sale pursuant to Rule 144(k), the Company shall, upon the request of the holder of such Restricted Securities, remove the legend set forth in Paragraph 11C(v) from the certificates or instruments, as the case may be, representing such Restricted Securities. (v) Each certificate or instrument representing Restricted Securities shall be imprinted with a legend in substantially the following form: "The securities represented hereby have not been registered under the Securities Act of 1933, as amended. The transfer of the securities represented hereby is subject to the conditions specified in the Recapitalization Agreement dated as of June 27, 1997, by and among the issuer (the "Company") and certain investors, and the Company ------- reserves the right to refuse the transfer of such securities until such conditions have been fulfilled with respect to such transfer. A copy of such conditions shall be furnished by the Company to the holder hereof upon written request and without charge."

Transfer of Restricted Securities. (a) Restricted Securities are transferable only pursuant to (i) Public Offeringspublic offerings registered under the Securities Act, (ii) Rule 144 or Rule 144A of the Securities and Exchange Commission Act (or any similar rule or rules then in force) if such rule or rules are available and (iii) subject to the conditions specified in clause (bSection 4.1(b) below, any other legally available means of transfer. (b) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections 4(a)(iSection 4.1(a)(i) or (ii) above or to any Affiliate of an Investorabove), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of Hogax & Xartxxx XXX, or other counsel which (to the Company's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. If In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx Hogax & Xxxxx LLP Xartxxx XXX, or such other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver to the prospective transferor new certificates for such Restricted Securities that which do not bear the a customary Securities Act legend set forth in Section 7C. legend. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 4 4.1 and Section 7C.6.1. (c) Upon the request of an Investorthe Purchaser, the Company shall promptly supply to such Investor the Purchasers or its their respective prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities Act. (d) Each Purchaser agrees to execute and Exchange Commissiondeliver to the Company and Thayxx XXX a joinder to the Shareholders Agreement and to cause any of its prospective transferees to execute and deliver to the Company and Thayxx XXX a joinder to the Shareholders Agreement prior to making any transfer of Stock.

Transfer of Restricted Securities. (ai) Restricted Securities are transferable only pursuant to (ia) Public Offeringspublic offerings registered under the Securities Act, (iib) Rule 144 or Rule 144A of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are available and (iiic) subject to the conditions specified in clause subparagraph (bii) below, any other legally available means of transfer. (bii) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections 4(a)(isubparagraph 4(i)(a) or (iib) above or to any Affiliate of an Investorabove), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of Kirkxxxx & Xllix xx other counsel which (to the Company's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. If In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx Kirkxxxx & Xxxxx LLP or Xllix xx such other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver to the prospective transferor new certificates for such Restricted Securities that which do not bear the Securities Act legend set forth in Section paragraph 7C. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 4 paragraph and Section paragraph 7C. (ciii) Upon the request of an Investorthe Purchaser, the Company shall promptly supply to such Investor the Purchaser or its prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission.

Transfer of Restricted Securities. (a) Restricted Securities are transferable only pursuant to (i) Public Offeringspublic offerings registered under the Securities Act, (ii) Rule 144 or Rule 144A of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are available and (iii) subject to the conditions specified in clause PARAGRAPH (b) below, any other legally available means of transfer. (b) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections 4(a)(isubparagraph 3(i)(a) or (iib) above or to any Affiliate of an Investorabove), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of Hogax & Xartxxx, XXP or other counsel which (to the Company's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. If In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx Hogax & Xxxxx LLP Xartxxx, XXP or such other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver to the prospective transferor new certificates for such Restricted Securities that which do not bear the Securities Act legend set forth in Section 7C. SECTION 6.3. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 4 paragraph and Section 7C.SECTION 6.3. (c) Upon the request of an InvestorMETAMOR WORLDWIDE, the Company shall promptly supply to such Investor METAMOR WORLDWIDE or its prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission.

Transfer of Restricted Securities. (a) Restricted Securities are transferable only pursuant to (i) Public Offeringspublic offerings registered under the Securities Act, (ii) Rule 144 of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are is available and (iii) subject to the conditions specified in clause (bSection 4(b) below, any other legally available means of transfer. (b) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections Section 4(a)(i) or (ii) above or to any Affiliate of an Investorabove), the holder thereof shall will deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of Hogax & Xartxxx, XXP or other counsel which (to the Company's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. If In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx Hogax & Xxxxx LLP Xartxxx, XXP or such other counsel that no subsequent transfer of such Restricted Securities shall will require registration under the Securities Act, the Company shall will promptly upon such contemplated transfer deliver to the prospective transferor new certificates for such Restricted Securities that which do not bear the Securities Act legend set forth in Section 7C. 8(a). If the Company is not required to deliver such new certificates for such Restricted Securities not bearing such legendSecurities, the holder thereof shall will not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 4 4(b) and Section 7C. (c) Upon the request of an Investor, the Company shall promptly supply to such Investor or its prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission8(a).

Transfer of Restricted Securities. (ai) Restricted Securities are transferable only pursuant to (ia) Public Offeringspublic offerings registered under the Securities Act, (iib) Rule 144 of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are is available and (iiic) subject to the conditions specified in clause subparagraph (bii) below, any other legally available means of transfer. (bii) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections 4(a)(isubparagraph 6(i)(a) or (iib) above or to any Affiliate of an Investorabove), the holder thereof shall will deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of Xxxxx, Xxxxxx & Xxxxxx or other counsel which (to the Company's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. If In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx Xxxxx, Xxxxxx & Xxxxx LLP Xxxxxx or such other counsel that no subsequent transfer of such Restricted Securities shall will require registration under the Securities Act, the Company shall will promptly upon such contemplated transfer deliver to the prospective transferor new certificates for such Restricted Securities that which do not bear the Securities Act legend set forth in Section 7C. 9C. If the Company is not required to deliver such new certificates for such Restricted Securities not bearing such legendSecurities, the holder thereof shall will not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 4 paragraph and Section 7C. (c) Upon the request of an Investor, the Company shall promptly supply to such Investor or its prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission.9D.

Transfer of Restricted Securities. (a) The Purchaser will not sell or transfer all or any part of the Restricted Securities are transferable only pursuant to unless or until, as the case may be, (i) Public Offeringsit shall have given written notice to the issuer of such Restricted Securities (in such capacity, the "Issuer") describing such sale or transfer, (ii) Rule 144 shall have furnished to the Issuer an opinion, reasonably satisfactory to counsel for the Issuer, of counsel skilled in securities matters (selected by the Purchaser and reasonably satisfactory to the Issuer) to the effect that the proposed sale or transfer may be made without registration under the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are available and Act, (iii) subject it shall (A) cause each transferee of its rights under the Restricted Securities or any interest therein to enter into a written agreement pursuant to which such transferee shall agree to be bound by the restrictions on transferability set forth in this Section 5.2, and Section 5.3 hereof and, in the case of the Notes, Section 5.4 hereof, and (B) promptly deliver 37 39 a copy of such agreement to the conditions specified Issuer and provide the Issuer the address of such transferee; provided, however, that the foregoing clauses (i) through (iii) shall not apply with respect to any such sale or transfer of the Restricted Securities in clause (b) belowan underwritten public offering of the Restricted Securities pursuant to an effective registration statement under the Securities Act, any other legally available means of transfer. (b) In connection if such sale or transfer is made in accordance with the plan of distribution set forth therein; and provided, further, that the foregoing clauses (i) through (iii) shall not apply with respect to any such sale or transfer of any the Restricted Securities (other than a transfer described in Sections 4(a)(i) or (ii) above or by the Purchaser to any Affiliate of an Investor)its Affiliates. In addition, the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer. If if the holder of the Restricted Securities delivers to the Company an Issuer satisfactory opinion of Xxxxxxxx & Xxxxx LLP or other such counsel that no subsequent transfer of such Restricted Securities shall will require registration under the Securities Act, the Company shall Issuer will promptly upon such contemplated transfer deliver to the prospective transferor new certificates for such Restricted Securities that which do not bear the Securities Act legend set forth described in Section 7C. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 4 and Section 7C. (c) Upon the request of an Investor, the Company shall promptly supply to such Investor or its prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission5.3 hereof.

Transfer of Restricted Securities. (a) Restricted Securities are transferable only pursuant to (i) Public Offeringspublic offerings registered under the Securities Act, (ii) Rule 144 of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are available and (iii) subject to the conditions specified in clause (b) below, any other legally available means of transfer. (b) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections 4(a)(i) or (ii) above or a transfer to any an Affiliate of an Investora Purchaser), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of Xxxxxxxx & Xxxxx or other counsel which (to the Company’s reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. If In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx LLP or such other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver to the prospective transferor new certificates for such Restricted Securities that which do not bear the Securities Act legend set forth in Section 7C. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 4 and Section 7C. (c) Upon the request of an Investorany Purchaser, the Company shall promptly supply to such Investor Purchaser or its prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission.

Transfer of Restricted Securities. (ai) Restricted Securities are transferable only pursuant to (ia) Public Offeringspublic offerings registered under the Securities Act, (iib) Rule 144 of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are is available and (iiic) subject to the conditions specified in clause (bsubparagraph 4(ii) below, any other legally available ------------------ means of transfer. (bii) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections 4(a)(isubparagraph 4(i)(a) or ----------------------- (iib) above or to any Affiliate of an Investorabove), the holder thereof shall will deliver written notice to the --- Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of Xxxxx & Xxxxxxx LLP or other counsel, which (to the Company's reasonable satisfaction) is knowledgeable in securities law matters, to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. If In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx Xxxxx & Xxxxx Xxxxxxx LLP or such other counsel that no subsequent transfer of such Restricted Securities shall will require registration under the Securities Act, the Company shall will promptly upon such contemplated transfer deliver to the prospective transferor new certificates for such Restricted Securities that which do not bear the Securities Act legend set forth in Section 7C. paragraph 9A. If the Company is ------------ not required to deliver such new certificates for such Restricted Securities not bearing such legendSecurities, the holder thereof shall will not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 4 paragraph and Section 7C. (c) Upon the request of an Investor, the Company shall promptly supply to such Investor or its prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission.paragraph 9A. ------------

Transfer of Restricted Securities. (ai) Restricted Securities are transferable only pursuant to (ia) Public Offeringspublic offerings registered under the Securities Act, (iib) Rule 144 of or Rule 144A under the Securities and Exchange Commission Act (or any similar rule or rules then in force) if such rule or rules are is available and (iiic) subject to the conditions specified in clause (bSection 8A(ii) below, any other legally available means of transfer. (bii) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections 4(a)(iclause (a) or (iib) above or to any Affiliate of an Investorsubsection (i) above), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of counsel which (to the Company’s reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. If In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx LLP or other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver to the prospective transferor new certificates for such Restricted Securities that which do not bear the Securities Act legend set forth in Section 7C. 8A(iv) below. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 4 8A(ii) and Section 7C.8A(iv). (ciii) Upon If any Restricted Securities become eligible for sale pursuant to Rule 144(k) under the Securities Act (or any similar rule or rules then in force), the Company shall, upon the request of an Investorthe holder of such Restricted Securities, remove the Company legend set forth in Section 8A(iv) from the certificates representing such Restricted Securities. (iv) Each certificate representing Restricted Securities shall promptly supply to such Investor or its prospective transferees all information regarding the Company required to be delivered in connection imprinted with a transfer pursuant to Rule 144A of legend in substantially the following form: “The securities represented hereby have not been registered under the Securities Act of 1933, as amended or any state securities or blue sky laws and Exchange Commissionmay not be transferred in the absence of registration thereunder or an exemption therefrom.”

Transfer of Restricted Securities. (a) Each Purchaser acknowledges that Restricted Securities are transferable only pursuant to (i) Public Offeringspublic offerings registered under the Securities Act, (ii) Rule 144 or Rule 144A of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule is available or rules are available and (iii) subject to the conditions specified in clause subsection (bA) below, any other legally available means of transfer. (bA) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections 4(a)(i) or (ii) above or to any Affiliate of an Investor)Securities, the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of counsel which (to the Company's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. If In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx LLP or other such counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver to the prospective transferor new certificates for such Restricted Securities that which do not bear the Securities Act legend set forth in Section 7C. 7.D. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 4 5.A and Section 7C.7.D. (cB) Upon the request of an Investorany Purchaser, the Company shall promptly supply to such Investor Purchaser or its prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission. (C) Upon the request of any holder of Restricted Securities, the Company shall remove the foregoing legend from the certificates for such holder's Restricted Securities; provided that such Restricted Securities are eligible for sale pursuant to Rule 144(k). Whenever any particular securities cease to be Restricted Securities, the holder thereof shall be entitled to receive from the Company, without expense, new certificates representing such securities but of not bearing a Securities Act legend of the character set forth in Section 7.D.

Transfer of Restricted Securities. (ai) Restricted Securities are transferable only pursuant to (ia) Public Offeringspublic offerings registered under the Securities Act, (iib) Rule 144 or Rule 144A of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are available is available, and (iiic) subject to the conditions specified in clause subparagraph (bii) below, any other legally available means of transfer. (bii) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections 4(a)(isubparagraph 5(i)(a) or (iib) above or to any Affiliate of an Investorabove), the holder thereof shall (unless such requirement is waived in writing by the Company) deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of Xxxxxxxx & Xxxxx or other counsel which (to the Company's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. If In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx LLP or such other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver to the prospective transferor new certificates for such Restricted Securities that which do not bear the Securities Act legend set forth in Section 7C. paragraph 9C. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 4 subparagraph and Section 7C.paragraph 9C. (ciii) Upon the request of any holder of Restricted Securities which are eligible for sale pursuant to Rule 144(k) together with the delivery to the Company of an Investoropinion of Xxxxxxxx & Xxxxx or such other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly supply to remove the foregoing legend from the certificates for such Investor or its prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commissionholder's Restricted Securities.

Transfer of Restricted Securities. (ai) Restricted Securities are transferable only pursuant to (ia) Public Offeringspublic offerings registered under the Securities Act, (iib) Rule 144 or Rule 144A of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are available is available, and (iiic) subject to the conditions specified in clause subparagraph (bii) below, any other legally available means of transfer. (bii) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections 4(a)(isubparagraph (i)(a) or (iib) above or to any Affiliate of an Investorabove), the holder thereof shall (unless such requirement is waived in writing by the Company) deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of counsel which (to the Company's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. If In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx LLP or other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver to the prospective transferor new certificates for such Restricted Securities that which do not bear the Securities Act legend set forth in Section 7C. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 4 subparagraph and Section 7C. (ciii) Upon the request of any holder of Restricted Securities that are eligible for sale pursuant to Rule 144(k) together with the delivery to the Company of an Investoropinion of counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly supply to remove the foregoing legend from the certificates representing such Investor or its prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commissionholder's Restricted Securities.

Transfer of Restricted Securities. (a) Restricted Securities are transferable only pursuant to (i) Public Offeringspublic offerings registered under the Securities Act, (ii) Rule 144 or Rule 144A of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are available and (iii) subject to the conditions specified in clause subparagraph (b) below, any other legally available means of transfer. (b) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections 4(a)(iSection 4.1 3(a)(i) or (ii) above or to any Affiliate of an Investorabove), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of Reboul, MacMurray, Xxxxxx, Xxxxxxx & Kristol or Xxxxxxxx & Xxxxx or other counsel which (to the Company's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. If In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Reboul, MacMurray, Xxxxxx, Xxxxxxx & Kristol or Xxxxxxxx & Xxxxx LLP or such other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver to the prospective transferor new certificates for such Restricted Securities that which do not bear the Securities Act legend set forth in Section 7C. Article III. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 4 paragraph and Section 7C.Article III. (c) Upon the request of an Investorany Purchaser, the Company shall promptly supply to such Investor Purchaser or its prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission.

Transfer of Restricted Securities. (a) Except for transfers to Permitted Transferees, Restricted Securities are transferable only pursuant to (i) Public Offerings, Sales and (ii) Rule 144 of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are available and (iii) subject to the conditions specified in clause CLAUSE (b) below, any other legally available means of transfer. (b) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections SECTION 4(a)(i) or (ii) above or to any Affiliate of an Investorabove), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, and, if requested by the Company, shall be accompanied by an opinion of counsel which (to the Company's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. If In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx LLP or other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver to the prospective transferor new certificates for such Restricted Securities that which do not bear the Securities Act legend set forth in Section 7C. If SECTION 7B. Notwithstanding the Company is not required to deliver new certificates for such Restricted Securities not bearing such legendforegoing, after a Public Offering, the holder thereof cost of obtaining the opinion of counsel pursuant to this SECTION 4(b) shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound borne by the conditions contained in this Section 4 and Section 7C.Company. (c) Upon the request Any transfer or attempted transfer of an Investorany Restricted Securities in violation of any provision of this Agreement is void, and the Company shall promptly supply to not record such Investor transfer on its books or its prospective transferees all information regarding treat any purported transferee of such Restricted Securities as the Company required to be delivered in connection with a transfer pursuant to Rule 144A owner of the such Restricted Securities and Exchange Commissionfor any purpose.

Transfer of Restricted Securities. (ai) Restricted Securities are transferable only pursuant to (ia) Public Offeringspublic offerings registered under the Securities Act, (iib) Rule 144 of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are is available and (iiic) subject to the conditions specified in clause (bsubparagraph 4(ii) below, any other legally available means of transfer. (bii) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections 4(a)(isubparagraph 4(i)(a) or (iib) above or to any Affiliate of an Investorabove), the holder thereof shall will deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of Xxxxx & Xxxxxxx LLP or other counsel, which (to the Company's reasonable satisfaction) is knowledgeable in securities law matters, to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. If In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx Xxxxx & Xxxxx Xxxxxxx LLP or such other counsel that no subsequent transfer of such Restricted Securities shall will require registration under the Securities Act, the Company shall will promptly upon such contemplated transfer deliver to the prospective transferor new certificates for such Restricted Securities that which do not bear the Securities Act legend set forth in Section 7C. paragraph 8A. If the Company is not required to deliver such new certificates for such Restricted Securities not bearing such legendSecurities, the holder thereof shall will not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 4 paragraph and Section 7C. (c) Upon the request of an Investor, the Company shall promptly supply to such Investor or its prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission.paragraph 8A.

Transfer of Restricted Securities. (ai) Restricted Securities are transferable only pursuant to (ia) Public Offeringspublic offerings registered under the Securities Act, (iib) Rule 144 or Rule 144A of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are available is available, and (iiic) subject to the conditions specified in clause subparagraph (bii) below, any other legally available means of transfer. (bii) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections 4(a)(isubparagraph (i)(a) or (iib) above or to any Affiliate of an Investorabove), the holder thereof shall (unless such requirement is waived in writing by the Company) deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of counsel which (to the Company's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. If In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx LLP or other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver to the prospective transferor new certificates for such Restricted Securities that which do not bear the Securities Act legend set forth in Section 7C. 7A. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 4 subparagraph and Section 7C.7A. (ciii) Upon the request of any holder of Restricted Securities that are eligible for sale pursuant to Rule 144(k) together with the delivery to the Company of an Investoropinion of counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly supply to remove the foregoing legend from the certificates representing such Investor or its prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commissionholder's Restricted Securities.

Transfer of Restricted Securities. (a) Restricted Securities are transferable only pursuant to (i) Public Offeringspublic offerings registered under the Securities Act, (ii) Rule 144 or Rule 144A of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are available and (iii) subject to the conditions specified in clause subparagraph (b) below, any other legally available means of transfer. (b) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections 4(a)(iSection 4.13(a)(i) or (ii) above or to any Affiliate of an Investorabove), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of Reboul, MacMurray, Xxxxxx, Xxxxxxx & Kristol or Xxxxxxxx & Xxxxx or other counsel which (to the Company's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. If In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Reboul, MacMurray, Xxxxxx, Xxxxxxx & Kristol or Xxxxxxxx & Xxxxx LLP or such other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver to the prospective transferor new certificates for such Restricted Securities that which do not bear the Securities Act legend set forth in Section 7C. Article III. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 4 paragraph and Section 7C.Article III. (c) Upon the request of an Investorany Purchaser, the Company shall promptly supply to such Investor Purchaser or its prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission.

Transfer of Restricted Securities. (a) Restricted Securities are transferable only pursuant to (i) Public Offeringspublic offerings registered under the Securities Act, (ii) Rule 144 or Rule 144A of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are is available and (iii) subject to the conditions specified in clause paragraph (b) below, any other legally available means of transfer. (b) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections 4(a)(isubparagraphs (a)(i) or (iia)(ii) above or to any Affiliate of an Investorabove), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of Xxxxxxxx & Xxxxx or other counsel which (to the Company's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. If In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx LLP or such other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver to the prospective transferor new certificates for such Restricted Securities that which do not bear the Securities Act legend set forth in Section 7C. subparagraph (e). If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 4 subparagraph and Section 7C.subparagraph (e). (c) Upon the request of an Investorany Purchaser or Current Owner, the Company shall promptly supply to such Investor Purchaser or Current Owner or its prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission. (d) If any Restricted Securities become eligible for sale pursuant to Rule 144(k), the Company shall, upon the request of the holder of such Restricted Securities, remove the legend set forth in subparagraph (e) from the certificates for such Restricted Securities. (e) Each certificate or instrument representing Restricted Securities shall be imprinted with a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON JULY __, 1998 AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE AMENDED AND RESTATED RECAPITALIZATION AGREEMENT, DATED AS OF JULY __, 1998, AS AMENDED AND MODIFIED FROM TIME TO TIME, BY AND AMONG THE ISSUER (THE "COMPANY") AND CERTAIN INVESTORS, AND THE COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. A COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE."

Transfer of Restricted Securities. (ai) Restricted Securities are transferable only pursuant to (ia) Public Offeringspublic offerings registered under the Securities Act, (iib) Rule 144 or Rule 144A of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are is available and (iiic) subject to the conditions specified in clause subparagraph (bii) below, any other legally available means of transfer. (bii) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections 4(a)(iclause (a) or (iib) above or to any Affiliate of an Investorsubparagraph (i) above), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of Kirkxxxx & Xllix, Xxlsxx Xxxxxxx Xxxxxxxx & Xosaxx xx other counsel which (to the Company's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. If In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Kirkxxxx & Xllix, Xxlsxx Xxxxxxx Xxxxxxxx & Xxxxx LLP or Xosaxx xx such other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver to the prospective transferor new certificates or instruments, as the case may be, for such Restricted Securities that which do not bear the Securities Act legend set forth in Section 7C. Paragraph 11C(v) below. If the Company is not required to deliver new certificates or instruments, as the case may be, for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 4 Paragraph 11C(ii) and Section 7C.Paragraph 11C(v) below. (ciii) Upon the request of an Investora holder of Restricted Securities, the Company shall promptly supply to such Investor holder or its such holder's prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission. (iv) If any Restricted Securities become eligible for sale pursuant to Rule 144(k), the Company shall, upon the request of the holder of such Restricted Securities, remove the legend set forth in Paragraph 11C(v) from the certificates or instruments, as the case may be, representing such Restricted Securities. -55- 57 (v) Each certificate or instrument representing Restricted Securities shall be imprinted with a legend in substantially the following form: "The securities represented hereby have not been registered under the Securities Act of 1933, as amended. The transfer of the securities represented hereby is subject to the conditions specified in the Recapitalization Agreement dated as of August 29, 1997, by and among the issuer (the "Company") and certain investors, and the Company reserves the right to refuse the transfer of such securities until such conditions have been fulfilled with respect to such transfer. A copy of such conditions shall be furnished by the Company to the holder hereof upon written request and without charge."

Transfer of Restricted Securities. (a) Restricted Securities are transferable only pursuant to (i) Public Offeringspublic offerings registered under the Securities Act, (ii) Rule 144 or Rule 144A of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are is available and (iii) subject to the conditions specified in clause (bSection 3(b) below, any other legally available means of transfer. (b) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections 4(a)(iclause (i) or (ii) above or to any Affiliate of an InvestorSection 3(a) above), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of counsel reasonably satisfactory to the Company to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. If In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx LLP or other counsel reasonably satisfactory to the Company that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver to the prospective transferor new certificates for such Restricted Securities that which do not bear the Securities Act legend set forth in Section 7C. 4(d) below. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 4 3 and Section 7C.4 below. (c) Upon the request of an Investorany Purchaser, the Company shall promptly supply to such Investor Purchaser or its prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission. (d) Upon the request of any holder of Restricted Securities, the Company shall remove the foregoing legend from the certificates for such holder's Restricted Securities; provided that such Restricted Securities are eligible for sale pursuant to Rule 144(k) of the Securities and Exchange Commission.

Transfer of Restricted Securities. (a) Restricted Securities are transferable only pursuant to (i) Public Offeringspublic offerings registered under the Securities Act, (ii) Rule 144 of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are available and (iii) subject to the conditions specified in clause (b) below, any other legally available means of transfer; ---------- provided that the conditions specified in clause (b) shall be deemed to have ---------- been satisfied without any further action or evidence if the holder of any Restricted Securities shall deliver to the Company a written notice stating that the holder is transferring Restricted Securities to an Affiliate of a Purchaser, provided that the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the provisions contained in this Section 5; provided further, that --------- this Section 5 shall not limit the right of each TCW/Crescent Lender to pledge --------- Restricted Securities held by it to a trustee for the benefit of secured noteholders pursuant to documents relating to the financing of such TCW/Crescent Lender. (b) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections 4(a)(i5(a)(i) or (ii) above or to any Affiliate of an Investorabove), ---------------- -- the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of Xxxxxxxx & Xxxxx or other counsel which (to the Company's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. If In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx LLP or such other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver to the prospective transferor new certificates for such Restricted Securities that which do not bear the Securities Act legend set forth in Section 7C. 8C. If the Company ---------- is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 4 and Section 7C.8C. ---------- (c) Upon the request of an Investorany Purchaser, the Company shall promptly supply to such Investor Purchaser or its prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission.

Transfer of Restricted Securities. (ai) In addition to the transfer restrictions contained in Article X of this Agreement, Restricted Securities are transferable only pursuant to (iA) Public Offerings, (iiB) Rule 144 of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are available and (iiiC) subject to the conditions specified in clause (bii) below, any other legally available means of transfer. (bii) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections 4(a)(iSection 6.8(c)(i)(A) or (ii) above or and other than a distribution pursuant to any Affiliate of an Investorthe THI Liquidation), the holder thereof shall deliver written notice to the Company LLC describing in reasonable detail the transfer or proposed transfer, together (except in the case of a transfer described in Section 6.8(c)(i)(B)) with an opinion of counsel that (to the LLC’s reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. If In addition, if the holder of the Restricted Securities delivers to the Company LLC an opinion of Xxxxxxxx & Xxxxx LLP or other such counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company LLC shall promptly upon such contemplated transfer deliver to the prospective transferor new certificates for such Restricted Securities that do not bear the Securities Act legend set forth in Section 7C. 10.7(b). If the Company LLC is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company LLC in writing its agreement to be bound by the conditions contained in this Section 4 6.8(c) and Section 7C.10.7(b). (ciii) Upon the request of THI (in the case of a request prior to the THI Liquidation) or an InvestorInvestor Member (in the case of a request following the THI Liquidation), the Company LLC shall promptly supply to such Investor Member or its prospective transferees all information regarding the Company LLC required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission.

Transfer of Restricted Securities. (ai) Restricted Securities are transferable only pursuant to (ia) Public Offeringspublic offerings registered under the Securities Act, (iib) Rule 144 or Rule 144A of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are available and (iiic) subject to the conditions specified in clause (bii) below, any other legally available means of ----------- transfer. (bii) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections 4(a)(i4(i)(a) or (iib) above or to any Affiliate of an Investorabove), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of Xxxxxxxx & Xxxxx or other counsel which (to the Company's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. If In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx LLP or such other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver to the prospective transferor new certificates for such Restricted Securities that which do not bear the Securities Act legend set forth in Section 7C. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 4 and Section 7C. (ciii) Upon the request of an Investorany Purchaser, the Company shall promptly supply to such Investor Purchaser or its prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission.

Transfer of Restricted Securities. (ai) Restricted Securities are transferable only pursuant to (ia) Public Offeringspublic offerings registered under the Securities Act, (iib) Rule 144 or Rule 144A of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are available and (iiic) subject to the conditions specified in clause Section (bii) below, any other legally available means of transfer. (bii) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections 4(a)(iSection 4(i)(a) or (ii) above or to any Affiliate of an Investorabove), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of Xxxxxxxx & Xxxxx or other counsel which (to the Company's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. If In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx LLP or such other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver to the prospective transferor new certificates for such Restricted Securities that which do not bear the Securities Act legend set forth in Section 7C. 4(iv). If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its acknowledgment of, and agreement to be bound by by, the conditions and representations contained in this Section, Section 4 6F and Section 7C.6G. This Section 4(ii) shall not apply to any transfer of any Restricted Securities between and among GTCR and its Affiliates. (ciii) Upon the request of an Investorany Purchaser, the Company shall promptly supply to such Investor any Purchaser or its prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission. (iv) Each certificate for Restricted Securities shall be imprinted with a legend in substantially the following form: The securities represented by this certificate were originally issued on [DATE OF ISSUANCE] and have not been registered under the Securities Act of 1933, as amended (the "Act"), and may not be sold or transferred in the absence of an effective registration statement under the Act or an exemption from registration thereunder. The transfer of the securities represented by this certificate is subject to the conditions specified in the Purchase Agreement, dated as of June 29, 1998, between the issuer (the "Company") and a certain investor, and the Company reserves the right to refuse the transfer of such securities until such conditions have been fulfilled with respect to such transfer. A copy of such conditions shall be furnished by the Company to the holder hereof upon written request and without charge.

Transfer of Restricted Securities. (a) Restricted Securities are transferable only pursuant to (i) Public Offeringspublic offerings registered under the Securities Act, (ii) Rule 144 or Rule 144A of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are available and (iii) subject to the conditions specified in clause PARAGRAPH (b) below, any other legally available means of transfer. (b) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections 4(a)(isubparagraph 3(i)(a) or (iib) above or to any Affiliate of an Investorabove), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of Xxxxx & Xxxxxxx, LLP or other counsel which (to the Company's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. If In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx Xxxxx & Xxxxx Xxxxxxx, LLP or such other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver to the prospective transferor new certificates for such Restricted Securities that which do not bear the Securities Act legend set forth in Section 7C. SECTION 6.3. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 4 paragraph and Section 7C.SECTION 6.3. (c) Upon the request of an InvestorMETAMOR WORLDWIDE, the Company shall promptly supply to such Investor METAMOR WORLDWIDE or its prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission.

Transfer of Restricted Securities. (ai) Restricted Securities are transferable only pursuant to (i) Public Offeringspublic offerings registered under the Securities Act, (ii) Rule 144 or Rule 144A of the Securities and Exchange Commission Act (or any similar rule or rules then in force) if such rule or rules are available and (iii) subject to the conditions specified in clause (bSection 4.1(b) below, any other legally available means of transfer. (bii) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections 4(a)(iSection 4.1(a)(i) or (ii) above or to any Affiliate of an Investorabove), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of Hogax & Xartxxx XXX, or other counsel which (to the Company's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. If In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx Hogax & Xxxxx LLP Xartxxx XXX, or such other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver to the prospective transferor new certificates for such Restricted Securities that which do not bear the a customary Securities Act legend set forth in Section 7C. legend. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 4 4.1 and Section 7C.6.1. (ciii) Upon the request of an Investorthe Purchaser, the Company shall promptly supply to such Investor the Purchasers or its their respective prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities Act. (iv) Each Purchaser agrees to execute and Exchange Commissiondeliver to the Company and Thayxx XXX a joinder to the Shareholders Agreement and to cause any of its prospective transferees to execute and deliver to the Company and Thayxx XXX a joinder to the Shareholders Agreement prior to making any transfer of Stock.

Transfer of Restricted Securities. (ai) In addition to the transfer restrictions contained in Article X of this Agreement, Restricted Securities are transferable only pursuant to (iA) Public Offerings, (iiB) Rule 144 of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are available and (iiiC) subject to the conditions specified in clause (bii) below, any other legally available means of transfer. (bii) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections 4(a)(i) or (ii) above or to any Affiliate of an InvestorSection 6.8(c)(i)(A)), the holder thereof shall deliver written notice to the Company LLC describing in reasonable detail the transfer or proposed transfer, together (except in the case of a transfer described in Section 6.8(c)(i)(B)) with an opinion of counsel that (to the LLC's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. If In addition, if the holder of the Restricted Securities delivers to the Company LLC an opinion of Xxxxxxxx & Xxxxx LLP or other such counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company LLC shall promptly upon such contemplated transfer deliver to the prospective transferor new certificates for such Restricted Securities that do not bear the Securities Act legend set forth in Section 7C. 10.7(b). If the Company LLC is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company LLC in writing its agreement to be bound by the conditions contained in this Section 4 6.8(c) and Section 7C.10.7(b). (ciii) Upon the request of an InvestorInvestor Member, the Company LLC shall promptly supply to such Investor Member or its prospective transferees all information regarding the Company LLC required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission.

Transfer of Restricted Securities. (a) Restricted Securities are transferable only pursuant to (i) Public Offeringspublic offerings registered under the Securities Act, (ii) Rule 144 or Rule 144A of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are is available and (iii) subject to the conditions specified in clause (bSection 3(b) below, any other legally available means of transfer. (b) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections 4(a)(iclause (i) or (ii) above or to any Affiliate of an InvestorSection 3(a) above), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of counsel to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. If In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx LLP or other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver to the prospective transferor new certificates for such Restricted Securities that which do not bear the Securities Act legend set forth in Section 7C. 4 below. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 4 3 and Section 7C.4 below. (c) Upon the request of an Investorthe Purchaser, the Company shall promptly supply to such Investor the Purchaser or its prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission. (d) Upon the request of any holder of Restricted Securities, the Company shall remove the foregoing legend from the certificates for such holder's Restricted Securities; provided that such Restricted Securities are eligible for sale pursuant to Rule 144(k) of the Securities and Exchange Commission.

Transfer of Restricted Securities. (ai) Each certificate or instrument representing Restricted Securities shall be imprinted with a legend in substantially the following form: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended. The transfer of the securities represented by this certificate is subject to the conditions specified in the Asset and Stock Purchase Agreement, dated as of April 30, 1996, by and among Collectible Champions, Inc. (the "Company"), certain investors in the Company and certain other parties, and the Company reserves the right to refuse the transfer of such securities until such conditions have been fulfilled with respect to such transfer. A copy of such conditions shall be furnished by the Company to the holder hereof upon written request and without charge." (ii) Restricted Securities are transferable only pursuant to (iA) Public Offeringspublic offerings registered under the Securities Act, (iiB) Rule 144 or Rule 144A of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are is available and (iiiC) subject to the conditions specified in clause (bparagraph 9(r)(iii) below, any other legally available means of transfer. (biii) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections 4(a)(iclauses (ii)(A) or (iiii)(B) above or to any Affiliate of an Investorabove), the holder thereof shall deliver written notice to the Company Domestic Buyer describing in reasonable detail the transfer or proposed transfer, together with an opinion of counsel reasonably satisfactory to the Domestic Buyer to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. If In addition, if the holder of the Restricted Securities delivers to the Company Domestic Buyer an opinion of Xxxxxxxx & Xxxxx LLP or other counsel satisfactory to the Domestic Buyer that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company Domestic Buyer shall promptly upon such contemplated transfer deliver to the prospective transferor new certificates for such Restricted Securities that which do not bear the Securities Act legend set forth in Section 7C. paragraph 9(r)(i) above. If the Company Domestic Buyer is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company Domestic Buyer in writing its agreement to be bound by the conditions contained in this Section 4 and Section 7C. (c) paragraph 9(r). Upon the request of an Investorany Seller or Seller Stockholder, the Company Domestic Buyer shall promptly supply to such Investor Person or its prospective transferees all information regarding the Company Domestic Buyer required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission. Upon the request of any holder of Restricted Securities, the Domestic Buyer shall remove the foregoing legend from the certificates for such holder's Restricted Securities; provided that such Restricted Securities are eligible for sale pursuant to Rule 144(k) of the Securities and Exchange Commission. (iv) Transfer of Restricted Securities is also subject to the restrictions thereon set forth in the Stockholders Agreement.

Transfer of Restricted Securities. (a) Restricted Securities are transferable only pursuant to (i) Public Offeringspublic offerings registered under the Securities Act, (ii) Rule 144 or Rule 144A of the Securities and Exchange Commission SEC (or any similar rule or rules then in force) if such rule or rules are is available and (iii) subject to the conditions specified in clause subparagraph (b) below, any other legally available means of to transfer. (b) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections 4(a)(iclause (i) or (ii) above or to any Affiliate of an Investorsubparagraph (a) above), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of counsel which (to the Company's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. If In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx LLP or other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver to the prospective transferor new certificates or instruments, as the case may be, for such Restricted Securities that which do not bear the Securities Act legend set forth in Section 7C. SECTION 6.1. If the Company is not required to deliver new certificates certificate or instruments, as the case may be, for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions conditioned contained in this Section 4 and Section 7C.SECTION 6.2. (c) Upon the request of an Investora holder of Restricted Securities, the Company shall promptly supply to such Investor holder or its such holder's prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144 or 144A of the SEC. (d) If any Restricted Securities and Exchange Commissionbecome eligible for sale pursuant to Rule 144(k), the Company shall, upon the request of the holder of such Restricted Securities, remove the legend set forth in SECTION 6.1 from the certificates or instruments, as the case may be, representing such Restricted Securities.

Transfer of Restricted Securities. (ai) Restricted Securities are transferable only pursuant to (ia) Public Offerings, (iib) Rule 144 of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are available and (iiic) subject to the conditions specified in clause (bii) below, any other legally available means of transfer. (bii) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections 4(a)(i2(i)(a) or (iib) above or to any Affiliate of an Investorabove), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of Kirkland & Ellis LLP or other counsel that (to the Company's reaxxxxxxx satxxxxxtion) is knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. If In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx Kirkland & Xxxxx Ellis LLP or other counsel that no subsequent transfer of such Restricted transfex xx xxxh Rxxxxxcted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver to the prospective transferor new certificates for such Restricted Securities that do not bear the Securities Act legend set forth in Section 7C. 5C. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 4 2 and Section 7C. (c) Upon the request of an Investor, the Company shall promptly supply to such Investor or its prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission.5C.

Transfer of Restricted Securities. (a) Restricted Securities are transferable only pursuant to (i) Public Offeringspublic offerings registered under the Securities Act, (ii) Rule 144 of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are is available and (iii) subject to the conditions specified in clause (bSection 4(b) below, any other legally available means of transfer. (b) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections Section 4(a)(i) or (ii) above or to any Affiliate of an Investorabove), the holder thereof shall will deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of Hogax & Xartxxx, XXC or other counsel which (to the Company's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. If In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx Hogax & Xxxxx LLP Xartxxx, XXC or such other counsel that no subsequent transfer of such Restricted Securities shall will require registration under the Securities Act, the Company shall will promptly upon such contemplated transfer deliver to the prospective transferor new certificates for such Restricted Securities that which do not bear the Securities Act legend set forth in Section 7C. 8(a). If the Company is not required to deliver such new certificates for such Restricted Securities not bearing such legendSecurities, the holder thereof shall will not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 4 4(b) and Section 7C. (c) Upon the request of an Investor, the Company shall promptly supply to such Investor or its prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission8(a).

Transfer of Restricted Securities. (ai) Restricted Securities are transferable only pursuant to (ia) Public Offeringspublic offerings registered under the Securities Act, (iib) Rule 144 or Rule 144A of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are available and (iiic) subject to the conditions specified in clause subparagraph (bii) below, any other legally available means of transfer. (bii) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections 4(a)(isubparagraph 4(i)(a) or (iib) above or to any Affiliate of an Investorabove), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of Xxxxxxxx & Xxxxx or other counsel which (to the Company's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. If In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx LLP or such other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver to the prospective transferor new certificates for such Restricted Securities that which do not bear the Securities Act legend set forth in Section paragraph 7C. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 4 paragraph and Section paragraph 7C. (ciii) Upon the request of an Investorany Purchaser, the Company shall promptly supply to such Investor each Purchaser or its prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission. (iv) Notwithstanding anything contained herein to the contrary, except for any transfer pursuant to Section 4(i)(a) or (b) permitted by the last sentence of Xxxxxxxxx 0X, if any holder of Investor Stock (the "Transferring Purchaser") desires to transfer all or a portion of its Restricted Securities, the Transferring Purchaser shall deliver a written notice (the "Offer Notice") to the Company, the Executives (other than Xxxxxx X. Xxxxxx) and all of the other holders of Investor Stock (the "Other Holders"). The Offer Notice shall disclose in reasonable detail the proposed number of Restricted Securities to be transferred and the proposed sale price, terms and conditions of the transfer. Each Other Holder may elect to purchase all or any portion of the Restricted Securities specified in the Offer Notice at the price and on the terms specified therein by delivering written notice (the "Reply Notice") of such election to the Company and each Other Holder as soon as practical but in any event within 20 days after the delivery of the Offer Notice. If the Other Holders elect to purchase an aggregate number of any type of Restricted Securities greater than the number of such type of Restricted Securities specified in the Offer Notice, such type of Restricted Securities shall be allocated among the Other Holders pro rata based upon the number of shares of Underlying Common Stock owned by each Other Holder desiring to acquire such type of Restricted Securities pursuant to this Section 4(iv) (but in no event shall the pro rata share of any such Other Holder result in such Other Holder acquiring a number of any type of Restricted Securities in excess of the number of such Restricted Securities requested by such Other Holder). If the Other Holders have elected to purchase all or any portion of the Restricted Securities from the Transferring Purchaser, the transfer of such shares shall be consummated as soon as practical after the delivery of the last Reply Notice, but in any event within 40 days after the delivery of either such notice. To the extent that the Other Holders have not elected to purchase all of the Restricted Securities being offered, the Transferring Purchaser may, within 90 days after a delivery of the Offer Notice, transfer such Restricted Securities to one or more third parties at a price no less than the price per share specified in the Reply Notice and on other terms no more favorable to the transferees than offered to the Other Holders. The purchase price specified in any Offer Notice shall be payable solely in cash at the closing of the transaction or, if mutually agreed upon by the parties, in installments over time.

Transfer of Restricted Securities. (ai) Restricted Securities are transferable only pursuant to (ia) Public Offeringspublic offerings registered under the Securities Act, (iib) Rule 144 or Rule 144A of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are available is available, and (iiic) subject to the conditions specified in clause subparagraph (bii) below, any other legally available means of transfer. (bii) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections 4(a)(isubparagraph 5(i)(a) or (iib) above or to any Affiliate of an Investorabove), the holder thereof shall (unless such requirement is waived in writing by the Company) deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of Xxxxxxxx & Xxxxx or other counsel which (to the Company's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. If In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx LLP or such other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver to the prospective transferor new certificates for such Restricted Securities that which do not bear the Securities Act legend set forth in Section 7C. paragraph 8C. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 4 subparagraph and Section 7C.paragraph 8C. (ciii) Upon the request of any holder of Restricted Securities which are eligible for sale pursuant to Rule 144(k) together with the delivery to the Company of an Investoropinion of Xxxxxxxx & Xxxxx or such other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly supply to remove the foregoing legend from the certificates for such Investor or its prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commissionholder's Restricted Securities.

Transfer of Restricted Securities. (ai) Restricted Securities are transferable only pursuant to (ia) Public Offeringspublic offerings registered under the Securities Act, (iib) Rule 144 or Rule 144A of the Securities and Exchange Commission (or any similar rule or rules then in force) if either of such rule or rules are is available and (iiic) subject to the conditions specified in clause subparagraph (bii) below, any other legally available means of transfer. (bii) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections 4(a)(isubparagraph 4(i)(a) or (iib) above or to any Affiliate of an Investorabove), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of counsel which (to the Company's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. If In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx LLP or other counsel reasonably acceptable to the Company that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver to the prospective transferor new certificates for such Restricted Securities that which do not bear the Securities Act legend set forth in Section 7C. paragraph 7B(i). If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 4 paragraph and Section 7C.paragraph 7B (i). (ciii) Upon the request of an Investorthe Purchaser, the Company shall promptly supply to such Investor the Purchaser or its prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission; provided, however, that any prospective transferees enter into confidentiality agreements reasonably requested by the Company. (iv) Upon the request of any holder of Restricted Securities, the Company shall remove the foregoing legend from the certificates for such holder's Restricted Securities; provided that such Restricted Securities are eligible for sale pursuant to Rule 144(k).