Common use of Transfer of Shares of Parent Common Stock Clause in Contracts

Transfer of Shares of Parent Common Stock. (a) None of CSH, its Permitted Transferees (as defined below) or Richxxx Xxxxxxxxxxx (xxllectively, the "Outside Stockholders") shall directly or indirectly, Transfer any shares of the Common Stock, par value $.01 per share, of Parent ("Parent Common Stock") until the first anniversary of the Closing, except (i) in the case of CSH, to Citicorp Venture Capital, Ltd. ("CVC") or another subsidiary of Citigroup which shall have agreed by reasonably satisfactory instrument delivered to Parent to be bound by the provisions of Sections 4.5 and 4.6 hereof (collectively, the "Permitted Transferees"), (ii) any Transfer pursuant to Section 3(a) of the Registration Rights Agreement, or (iii) pursuant to a tender offer, self tender offer, exchange offer or other transaction offered generally to stockholders of Parent and approved by Parent's Board of Directors. Each of Davix Xxxxx xxx Anthxxx Xxxxxxxx, xxdividually and for himself, agrees that he shall not, directly or indirectly, Transfer during the period commencing on the Closing Date and (a) ending on the first anniversary of the Closing Date, shares of Parent Common Stock representing more than 25% of the sum of the shares of Parent Common Stock received by him in the Merger and shares of Parent Common Stock issuable to him pursuant to options to acquire Parent Common Stock which have vested and are exercisable as of the Closing ("Vested Shares"), (b) ending on the second anniversary of the Closing Date, cumulatively, more than 62.5% of his Vested Shares and (c) any time after the second anniversary of the Closing Date, 100% of his Vested Shares.

Transfer of Shares of Parent Common Stock. (a) None of CSH, its Permitted Transferees (as defined below) or Richxxx Xxxxxxx Xxxxxxxxxxx (xxllectivelycollectively, the "Outside Stockholders") shall directly or indirectly, Transfer any shares of the Common Stock, par value $.01 per share, of Parent ("Parent Common Stock") until the first anniversary of the Closing, except (i) in the case of CSH, to Citicorp Venture Capital, Ltd. ("CVC") or another subsidiary of Citigroup which shall have agreed by reasonably satisfactory instrument delivered to Parent to be bound by the provisions of Sections 4.5 and 4.6 hereof (collectively, the "Permitted Transferees"), (ii) any Transfer pursuant to Section 3(a) of the Registration Rights Agreement, or (iii) pursuant to a tender offer, self tender offer, exchange offer or other transaction offered generally to stockholders of Parent and approved by Parent's Board of Directors. Each of Davix Xxxxx xxx Anthxxx Xxxxx and Xxxxxxx Xxxxxxxx, xxdividually individually and for himself, agrees that he shall not, directly or indirectly, Transfer during the period commencing on the Closing Date and (a) ending on the first anniversary of the Closing Date, shares of Parent Common Stock representing more than 25% of the sum of the shares of Parent Common Stock received by him in the Merger and shares of Parent Common Stock issuable to him pursuant to options to acquire Parent Common Stock which have vested and are exercisable as of the Closing ("Vested Shares"), (b) ending on the second anniversary of the Closing Date, cumulatively, more than 62.5% of his Vested Shares Shares, and (c) any time after the second anniversary of the Closing Date, 100% of his Vested Shares.