Common use of Transfer of Stockholder Shares Clause in Contracts

Transfer of Stockholder Shares. (a) Stockholder Shares are transferable only pursuant to (i) public offerings registered under the Securities Act, (ii) subject to the provisions of Section 4 above, Rule 144 or Rule 144A (or any similar rule or rules then in effect) of the Securities and Exchange Commission if such rule is available, and (iii) subject to Section 4 or 5 and Section 8(b) below, any other legally available means of Transfer. (b) In connection with the Transfer of any Stockholder Shares other than a Transfer described in clause (i) or (ii) of Section 8(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 acceptable to the Company to the effect that such Transfer of Stockholder Shares may be effected without registration of such Stockholder Shares under the Securities Act. In addition, if the holder of the Stockholder Shares delivers to the Company an opinion of counsel that no subsequent Transfer of such Stockholder Shares shall require registration under the Securities Act, the Company shall promptly upon such contemplated Transfer deliver new certificates for such Stockholder Shares which do not bear the legend set forth in Section 6 above. If the Company is not required to deliver new certificates for such Stockholder Shares not bearing such legend, the holder thereof shall not consummate a Transfer of 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 8 and Section 6 above. (c) Upon the request of a holder of Stockholder Shares, the Company shall promptly supply to such Person or its prospective transferees all information regarding the Company required to be delivered in connection with a Transfer pursuant to Rule 144A (or any similar rule or rules then in effect) of the Securities and Exchange Commission. (d) Upon the request of any holder of Stockholder Shares, the Company shall remove the legend set forth in Section 6 above from the certificates for such holder's Stockholder Shares; provided, that such Stockholder Shares are eligible for sale pursuant to Rule 144(k) (or any similar rule or rules then in effect) of the Securities and Exchange Commission.

Transfer of Stockholder Shares. (a) Stockholder Shares are transferable only pursuant to (i) public offerings registered under the Securities Act, (ii) subject to the provisions of Section 4 above, Rule 144 or Rule 144A or Regulation S (or any similar rule or rules then in effect) of the Securities and Exchange Commission if such rule is available, and (iii) subject to Section 4 or 5 and Section 8(b7(b) below, any other legally available means of Transfer. (b) In connection with the Transfer of any Stockholder Shares other than a Transfer described in clause (i) or (ii) of Section 8(a7(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 acceptable to the Company (which such opinion requirement may be waived by the Company in its sole discretion) to the effect that such Transfer of Stockholder Shares may be effected without registration of such Stockholder Shares under the Securities Act. In addition, if the holder of the Stockholder Shares delivers to the Company an opinion of counsel that no subsequent Transfer of such Stockholder Shares shall require registration under the Securities ActAct and that such Stockholder Shares are no longer subject to the restrictions herein, the Company shall shall, if such Stockholder Shares are certificated, promptly upon such contemplated Transfer deliver new certificates for such Stockholder Shares which do not bear the legend set forth in Section 6 above. If the Company is not required pursuant to the immediately preceding sentence to deliver new certificates for such Stockholder Shares not bearing without such legend, the holder thereof shall not consummate a Transfer of 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 8 7 and Section 6 above. (c) Upon the request of a holder of Stockholder Shares, the Company shall promptly supply to such Person or its prospective transferees all information regarding the Company required to be delivered in connection with a Transfer pursuant to Rule 144A (or any similar rule or rules then in effect) of the Securities and Exchange Commission. (d) Upon the request of any holder of Stockholder Shares, the Company shall remove the legend set forth in Section 6 above from the certificates for such holder's Stockholder SharesShares (or the eligible portion thereof); provided, that such Stockholder Shares have been either registered under the Securities Act or are eligible for sale pursuant to Rule 144(k) 144 (or any similar rule or rules then in effect) of the Securities and Exchange Commission. (e) Any Transfer or attempted Transfer of any Stockholder Shares in violation of any provision of this Agreement shall be null and void, and the Company shall not record such Transfer on its books or treat any purported transferee of such Stockholder Shares as the owner of such shares for any purpose.

Transfer of Stockholder Shares. (a) Stockholder Shares are transferable only pursuant to (i) public offerings registered under the Securities Act, (ii) subject to the provisions of Section 4 above, Rule 144 or Rule 144A (or any similar exemption or rule or rules then in effect) of the Securities and Exchange Commission Act if any such rule is available, and (iii) subject to Section Sections 4 or 5 8 above and Section 8(b14(b) below, any other legally available means of Transfer. (b) In connection with the Transfer of any Stockholder Shares other than a Transfer described in clause (i) or (ii) of Section 8(a14(a) above or pursuant to Section 8 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 acceptable to the Company to the effect that such Transfer of Stockholder Shares may be effected without registration of such Stockholder Shares under the Securities Act. In addition, if the holder of the Stockholder Shares delivers to the Company an opinion of counsel that no subsequent Transfer of such Stockholder Shares shall require registration under the Securities Act, the Company shall promptly upon such contemplated Transfer deliver new certificates for such Stockholder Shares which do not bear the first sentence of the legend set forth in Section 6 12 above. If the Company is not required to deliver new certificates for such Stockholder Shares not bearing such legend, the holder thereof shall not consummate a Transfer of 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 8 14 and Section 6 12 above. (c) Upon the request of a holder of Stockholder Shares, the Company shall promptly supply to such Person or its prospective transferees all information regarding the Company required to be delivered in connection with a Transfer pursuant to Rule 144A (or any similar rule or rules then in effect) of under the Securities and Exchange CommissionAct. (d) Upon the request of any holder of Stockholder Shares, the Company shall remove the first sentence of the legend set forth in Section 6 12 above from the certificates for such holder's Stockholder Shares; provided, that such Stockholder Shares are eligible for sale pursuant to Rule 144(k) (or any similar rule or rules then in effect) of under the Securities and Exchange CommissionAct.

Transfer of Stockholder Shares. (a) Stockholder Shares are transferable only pursuant to (i) public offerings registered under the Securities Act, in a Public Sale and (ii) subject to the provisions of Section 4 above, Rule 144 or Rule 144A (or any similar rule or rules then in effect) of the Securities and Exchange Commission if such rule is available, and (iii) subject to Section 4 or 5 and Section 8(b) below, by any other legally available means of Transfer; provided, that any Transfer must also comply with the terms of Section 4 and the other provisions of this Agreement. (b) In connection with the Transfer of any Stockholder Shares other than a Transfer described in clause (i) or (ii) of Section 8(aparagraph 11(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 acceptable to the Company to the effect that such Transfer of Stockholder Shares may be effected without registration of such Stockholder Shares under the Securities Act. In addition, if the holder of the Stockholder Shares delivers to the Company an opinion of counsel that no subsequent Transfer of such Stockholder Shares shall require registration under the Securities Act, the Company shall promptly upon such contemplated Transfer deliver new certificates for such Stockholder Shares which do not bear the first sentence of the legend set forth in Section 6 9 above. If the Company is not required to deliver new certificates for such Stockholder Shares not bearing such legend, the holder thereof shall not consummate a Transfer of 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 8 11 and Section 6 9 above. (c) Upon the request of a holder of Stockholder Shares, the Company shall promptly supply to such Person or its prospective transferees all information regarding the Company required to be delivered in connection with a Transfer pursuant to Rule 144A (or any similar rule or rules then in effect) of the Securities and Exchange Commission. (d) Upon the request of any a holder of Stockholder Shares, the Company shall remove the legend set forth in Section 6 9 above from the certificates for such holder's the Stockholder Shares; provided, that such Stockholder Shares are eligible for sale pursuant to Rule 144(k) 144 (or any similar rule or rules then in effect) of the Securities and Exchange Commission.

Transfer of Stockholder Shares. (a) Stockholder Shares are transferable only pursuant to (i) public offerings registered under the Securities Act, in a Public Sale and (ii) subject to the provisions of Section 4 above, Rule 144 or Rule 144A (or any similar rule or rules then in effect) of the Securities and Exchange Commission if such rule is available, and (iii) subject to Section 4 or 5 and Section 8(b9(b) below, by any other legally available means of Transfer; provided, that any Transfer must also comply with the terms of Section 4 and the other provisions of this Agreement. (b) In connection with the Transfer of any Stockholder Shares other than a Transfer described in clause (i) or (ii) of Section 8(a9(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 acceptable to the Company to the effect that such Transfer of Stockholder Shares may be effected without registration of such Stockholder Shares under the Securities Act. In addition, if the holder of the Stockholder Shares delivers to the Company an opinion of counsel that no subsequent Transfer of such Stockholder Shares shall require registration under the Securities Act, the Company shall promptly upon such contemplated Transfer deliver new certificates for such Stockholder Shares which do not bear the first sentence of the legend set forth in Section 6 7 above. If the Company is not required to deliver new certificates for such Stockholder Shares not bearing such legend, the holder thereof shall not consummate a Transfer of the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained herein, as provided in this Section 8 and Section 6 4(c) above. (c) Upon the request of a holder of Stockholder Shares, the Company shall promptly as soon as practicable supply to such Person or its prospective transferees all information regarding the Company required to be delivered in connection with a Transfer pursuant to Rule 144A (or any similar rule or rules then in effect) of the Securities and Exchange Commission. (d) Upon the request of any a holder of Stockholder Shares, the Company shall remove the legend set forth in Section 6 7 above from the certificates for such holder's the Stockholder Shares; provided, that such Stockholder Shares are eligible for sale pursuant to Rule 144(k) 144 (or any similar rule or rules then in effect) of the Securities and Exchange Commission.

Transfer of Stockholder Shares. (a) Stockholder Shares are transferable only pursuant to (i) public offerings registered under the Securities Act, in a Public Sale and (ii) subject to the provisions of Section 4 above, Rule 144 or Rule 144A (or any similar rule or rules then in effect) of the Securities and Exchange Commission if such rule is available, and (iii) subject to Section 4 or 5 and Section 8(b9(b) below, by any other legally available means of Transfer; provided that any Transfer must also comply with the terms of Section -------- 4. (b) In connection with the Transfer of any Stockholder Shares other than a Transfer described in clause (i) or (ii) of Section 8(a9(a) aboveabove or any Transfer between any of CVC, any Individual Investor or any of their respective Affiliates, 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 acceptable to the Company to the effect that such Transfer of Stockholder Shares may be effected without registration of such Stockholder Shares under the Securities Act. In addition, if the holder of the Stockholder Shares delivers to the Company an opinion of counsel that no subsequent Transfer of such Stockholder Shares shall require registration under the Securities Act, the Company shall promptly upon such contemplated Transfer deliver new certificates for such Stockholder Shares which do not bear the legend set forth in Section 6 7 above. If the Company is not required to deliver new certificates for such Stockholder Shares not bearing such legend, the holder thereof shall not consummate a Transfer of the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained herein, as provided in this Section 8 and Section 6 section 4(c) above. (c) Upon the request of a holder of Stockholder Shares, the Company shall promptly supply to such Person or its prospective transferees all information regarding the Company required to be delivered in connection with a Transfer pursuant to Rule 144A (or any similar rule or rules then in effect) of the Securities and Exchange Commission. (d) Upon the request of any holder of Stockholder Shares, the Company shall remove the legend set forth in Section 6 7 above from the certificates for such holder's Stockholder Shares; provided, that such Stockholder Shares are eligible for sale pursuant to Rule 144(k) 144 (or any similar rule or rules then in effect) of the Securities and Exchange Commission.

Transfer of Stockholder Shares. (a) 5.2.1 Stockholder Shares are transferable only pursuant to (i) public offerings registered under the Securities Act, (ii) Section 9 and 10, (iii) subject to the provisions of Section 4 above6, transactions under Rule 144 or Rule 144A (or any similar rule or rules then in effect) of the Securities and Exchange Commission SEC if such rule is available, and (iiiiv) subject to Section 4 or 5 Sections 5.2.2, 6 and Section 8(b) below7, any other legally available means of TransferTransfer to any Person that is not an Affiliate of the transferor, (v) subject to Section 5.3, Transfers by CDPQ to any of its Affiliates, and (vi) subject to Section 5.4, Transfers by VPC to any of its wholly-owned Subsidiaries or to any wholly-owned Subsidiary of Videotron. (b) 5.2.2 In connection with the proposed Transfer of any Stockholder Shares other than a Transfer described in clause (i) or (iiiv) of Section 8(a) above5.2.1, the holder thereof shall deliver written notice to the Company Corporation describing in reasonable detail the Transfer or proposed Transfer, together with an opinion of counsel reasonably acceptable to the Company Corporation to the effect that such proposed Transfer of Stockholder Shares may be effected without registration of such Stockholder Shares under the Securities Act. In addition, if the holder of the Stockholder Shares delivers to the Company Corporation an opinion of counsel reasonably acceptable to the Corporation that no subsequent Transfer of such Stockholder Shares shall require registration under the Securities Act, the Company Corporation shall promptly upon such contemplated proposed Transfer deliver new certificates for such Stockholder Shares which do not bear the securities legend set forth in Section 6 above11. If the Company Corporation is not required to deliver new certificates for such Stockholder Shares not bearing such legend, the holder thereof shall not consummate a Transfer of the same until the prospective transferee has confirmed to the Company Corporation in writing its agreement to be bound by the conditions contained in this Section 8 5.2.2 and Section 6 above11. (c) 5.2.3 Upon the request of a holder of Stockholder Shares, the Company Corporation shall promptly supply to such Person or its prospective transferees all information regarding the Company Corporation required to be delivered by an issuer pursuant to paragraph (d)(4)(i) of Rule 144A of the SEC in connection with a Transfer pursuant to Rule 144A (or comparable information under any similar rule or rules then in effect) of the Securities and Exchange CommissionSEC. (d) 5.2.4 Upon the request of any holder of Stockholder Shares, the Company Corporation shall remove the legend set forth in Section 6 above 11 from the certificates for such holder's Stockholder Shares; provided, that such Stockholder Shares are are, in the opinion of counsel reasonably satisfactory to the Corporation, eligible for sale pursuant to Rule 144(k) (or any similar rule or rules then in effect) of the Securities and Exchange CommissionSEC.

Transfer of Stockholder Shares. (a) Stockholder Shares are transferable only pursuant to (i) public offerings registered under the Securities Act, (ii) subject to the provisions of Section 4 above, Rule 144 144, Rule 144A or Rule 144A 701 (or any similar rule or rules then in effect) of the Securities and Exchange Commission if such rule is available, (iii) Section 4(c), and (iiiiv) subject to Section 4 or 5 and Section 8(b9(b) below, any other legally available means of Transfer. (b) In connection with the Transfer of any Stockholder Shares other than a Transfer described in clause (i) or (ii) of Section 8(a9(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 acceptable to the Company to the effect that such Transfer of Stockholder Shares may be effected without registration of such Stockholder Shares under the Securities Act. In addition, if the holder of the Stockholder Shares delivers to the Company an opinion of counsel that no subsequent Transfer of such Stockholder Shares shall require registration under the Securities Act, the Company shall promptly upon such contemplated Transfer deliver new certificates for such Stockholder Shares which do not bear the legend set forth in Section 6 above. If the Company is not required to deliver new certificates for such Stockholder Shares not bearing such legend, the holder thereof shall not consummate a Transfer of 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 8 9 and Section 6 7 above. (c) Upon the request of a holder of Stockholder Shares, the Company shall promptly supply to such Person or its prospective transferees all information regarding the Company required to be delivered in connection with a Transfer pursuant to Rule 144A (or any similar rule or rules then in effect) of the Securities and Exchange Commission. (d) Upon the request of any holder of Stockholder Shares, the Company shall remove the legend set forth in Section 6 7 above from the certificates for such holder's Stockholder SharesShares (or the eligible portion thereof); provided, that such Stockholder Shares have been either registered under the Securities Act or are eligible for sale pursuant to Rule 144(k) 144 (or any similar rule or rules then in effect) of the Securities and Exchange Commission.

Transfer of Stockholder Shares. (a) Unless otherwise approved in writing by all of the Investors, prior to an initial public offering of the Common Stock Xxxxxxxxxxx shall not sell, transfer, assign, pledge or otherwise dispose of (a "Transfer") any Stockholder Shares are transferable only held by him on the date hereof or hereafter acquired other than pursuant to (i) public offerings registered under the Securities Act, (ii) subject to Xxxxxxxxxxx Option as in effect on the provisions date of Section 4 above, Rule 144 or Rule 144A (or any similar rule or rules then in effect) of the Securities and Exchange Commission if such rule is available, and (iii) subject to Section 4 or 5 and Section 8(b) below, any other legally available means of Transferthis Agreement. (b) In connection with Unless otherwise approved in writing by all of the Investors, each United Stockholder agrees not to consummate any Transfer until 30 days after the later of the delivery to the Company and the Investors of such United Stockholder's Offer Notice (as defined below), unless the parties to the Transfer have been finally determined pursuant to this paragraph 3 prior to the expiration of such 30-day period (the "Election Period") or the transfer is pursuant to the Xxxxxxxxxxx Option, the Montville Option or the Xxxx Option as in effect on the date of this Agreement. (c) Subject to the provisions of subparagraph 3(a), at least 30 days prior to making any Transfer of any Stockholder Shares, the transferring United Stockholder (the "Transferring Stockholder") shall deliver a written notice (the "Offer Notice") to the Company and the Investors. The Offer Notice shall disclose in reasonable detail the proposed number of Stockholder Shares other to Transfer. First, the Company may elect to purchase all or any portion of the Stockholder Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Stockholders and the Investors as soon as practical but in any event within ten days after the delivery of the Offer Notice. If the Company has not elected to purchase all of the Stockholder Shares within such ten-day period, each Investor may elect to purchase all (but not less than all) of his Pro Rata Share (as defined below) of the Stockholder Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Stockholder as soon as practical but in any event within 20 days after delivery of the Offer Notice. Any Stockholder Shares not elected to be purchased by the end of such 20-day period shall be reoffered for the ten-day period prior to the expiration of the Election Period by the Transferring Stockholder on a pro rata basis to the Investors who have elected to purchase their Pro Rata Share. If the Company or any Investors have elected to purchase Stockholder Shares from the Transferring Stockholder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notices, but in any event within 15 days after the expiration of the Election Period. To the extent that the Company and the Investors have not elected to purchase all of the Stockholder Shares being offered, the Transferring Stockholder may, within 90 days after the expiration of the Election Period, transfer such Stockholder Shares to one or more third parties at a price no less than 95% of the price per share specified in the Offer Notice. The purchase price specified in any Offer Notice shall be payable solely in cash at the closing of the transaction or in installments over time, and no Stockholder Shares may be pledged without the prior written consent of the Investors which consent may be withheld in their sole discretion. Each Stockholder's "Pro Rata Share" shall be based upon such Stockholder's proportionate ownership of all Stockholder Shares on a fully-diluted basis. (d) The restrictions contained in this paragraph 3 shall not apply with respect to any Transfer described in clause of Stockholder Shares by any United Stockholder (i) pursuant to applicable laws of descent and distribution or among such Stockholder's Family Group or (ii) of Section 8(a) above, among its Affiliates; provided that the holder thereof restrictions contained in this paragraph 3 shall deliver written notice continue to the Company describing in reasonable detail the Transfer or proposed Transfer, together with an opinion of counsel reasonably acceptable be applicable to the Company to the effect that such Transfer of Stockholder Shares may be effected without registration of such Stockholder Shares under the Securities Act. In addition, if the holder of the Stockholder Shares delivers to after any such Transfer and provided further that the Company an opinion of counsel that no subsequent Transfer transferees of such Stockholder Shares shall require registration under the Securities Act, the Company shall promptly upon such contemplated Transfer deliver new certificates for such Stockholder Shares which do not bear the legend set forth in Section 6 above. If the Company is not required to deliver new certificates for such Stockholder Shares not bearing such legend, the holder thereof shall not consummate a Transfer of the same until the prospective transferee has confirmed to the Company have agreed in writing its agreement to be bound by the conditions contained in provisions of this Section 8 Agreement affecting the Stockholder Shares so transferred. "Family Group" means a Stockholder's spouse and Section 6 above. descendants (cwhether natural or adopted) Upon and any trust solely for the request benefit of the Stockholder and/or the Stockholder's spouse and/or descendants. "Affiliate" of a holder Stockholder means any other person, entity or investment fund Stockholder means any other person, entity or investment fund controlling, controlled by or under common control with an Investor and any partner of Stockholder Shares, the Company shall promptly supply to such Person or its prospective transferees all information regarding the Company required to be delivered in connection with an Investor which is a Transfer pursuant to Rule 144A (or any similar rule or rules then in effect) of the Securities and Exchange Commissionpartnership. (d) Upon the request of any holder of Stockholder Shares, the Company shall remove the legend set forth in Section 6 above from the certificates for such holder's Stockholder Shares; provided, that such Stockholder Shares are eligible for sale pursuant to Rule 144(k) (or any similar rule or rules then in effect) of the Securities and Exchange Commission.

Transfer of Stockholder Shares. (a) Stockholder Shares are transferable only pursuant to (i) public offerings registered under the Securities Act, (ii) subject to the provisions of Section 4 above, Rule 144 or Rule 144A (or any similar rule or rules then in effect) of the Securities and Exchange Commission if such rule is available, and (iii) subject to Section 4 or 5 and Section 8(b) below, any other legally available means of Transfer. (b) In connection with the Transfer of any Stockholder Shares other than a Transfer described in clause (i) or (ii) of Section 8(a) abovea Public Sale, 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 acceptable to the Company (which opinion requirement may be waived by the Company) to the effect that such Transfer of Stockholder Shares may be effected without registration of such Stockholder Shares under the Securities Act. In addition, if the holder of the Stockholder Shares delivers to the Company an opinion of counsel that no subsequent Transfer of such Stockholder Shares shall require registration under the Securities Act, the Company shall promptly upon such contemplated Transfer deliver new certificates for such Stockholder Shares which do not bear the legend set forth in Section 6 above. If the Company is not required to deliver new certificates for such Stockholder Shares not bearing such legend, the holder thereof shall not consummate a Transfer of the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained herein, as provided in this Section 8 and Section 6 4(d) above. (cb) Upon the request of a holder of Stockholder Shares, the Company shall promptly supply to such Person or its prospective transferees all information regarding the Company required to be delivered in connection with a Transfer pursuant to Rule 144A (or any similar rule or rules then in effect) of the Securities and Exchange Commission. (dc) Upon the request of any holder of Stockholder Shares, the Company shall remove the legend set forth in Section 6 above from the certificates for such holder's ’s Stockholder Shares; provided, that such Stockholder Shares are eligible for sale pursuant to Rule 144(k) 144 (or any similar rule or rules then in effect) of the Securities and Exchange Commission. (d) Any Transfer or attempted Transfer of any Stockholder Shares in violation of any provision of this Agreement shall be null and void, and the Company shall not record such Transfer on its books or treat any purported transferee of such Stockholder Shares as the owner of such shares for any purpose.

Transfer of Stockholder Shares. (a) Stockholder Shares are transferable only pursuant to (i) public offerings registered under the Securities Act, in a Public Sale and (ii) subject to the provisions of Section 4 above, Rule 144 or Rule 144A (or any similar rule or rules then in effect) of the Securities and Exchange Commission if such rule is available, and (iii) subject to Section 4 or 5 and Section 8(b) below, by any other legally available means of Transfer; provided that any Transfer must also comply with the terms of Section 4. (b) In connection with the Transfer of any Stockholder Shares other than a Transfer described in clause (i) or (ii) of Section 8(a) aboveabove or any Transfer between CVC, any Individual Investor or any of their respective Affiliates, 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 acceptable to the Company to the effect that such Transfer of Stockholder Shares may be effected without registration of such Stockholder Shares under the Securities Act. In addition, if the holder of the Stockholder Shares delivers to the Company an opinion of counsel that no subsequent Transfer of such Stockholder Shares shall require registration under the Securities Act, the Company shall promptly upon such contemplated Transfer deliver new certificates for such Stockholder Shares which do not bear the legend set forth in Section 6 above. If the Company is not required to deliver new certificates for such Stockholder Shares not bearing such legend, the holder thereof shall not consummate a Transfer of the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained herein, as provided in this Section 8 and Section 6 section 4(c) above. (c) Upon the request of a holder of Stockholder Shares, the Company shall promptly supply to such Person or its prospective transferees all information regarding the Company required to be delivered in connection with a Transfer pursuant to Rule 144A (or any similar rule or rules then in effect) of the Securities and Exchange Commission. (d) Upon the request of any holder of Stockholder Shares, the Company shall remove the legend set forth in Section 6 above from the certificates for such holder's Stockholder Shares; provided, that such Stockholder Shares are eligible for sale pursuant to Rule 144(k) 144 (or any similar rule or rules then in effect) of the Securities and Exchange Commission.

Transfer of Stockholder Shares. (a) Any Transfer or attempted Transfer of any Stockholder Shares in violation of any provision of this Agreement shall be null and void ab initio, and the Company shall not record such Transfer on its books or treat any purported transferee of such Stockholder Shares as the owner of such shares for any purpose. (b) Stockholder Shares are transferable only pursuant to (i) public offerings registered under the Securities Act, (ii) subject to the provisions of Section 4 above, Rule 144 or Rule 144A (or by any similar rule or rules then in effect) of the Securities and Exchange Commission if such rule is available, and (iii) subject to Section 4 or 5 and Section 8(b) below, any other legally available means of Transfer; provided that any Transfer of Stockholder Shares must also comply with the terms of Section 4 and the other provisions of this Agreement. (bc) In connection with the any proposed Transfer of any Stockholder Shares other than a Transfer described in clause (i) or (ii) of Section 8(a) abovesale thereof pursuant to an offering registered under the Securities Act, 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 acceptable to the Company to the effect that such proposed Transfer of Stockholder Shares may be effected without registration of such Stockholder Shares under the Securities Act. In addition, if the holder of the Stockholder Shares delivers to the Company an opinion of such counsel that no subsequent Transfer of such Stockholder Shares shall require registration under the Securities Act, the Company shall promptly upon such contemplated Transfer deliver new certificates for such Stockholder Shares which do not bear the legend set forth in Section 6 8 above. If the Company is not required to deliver new certificates for such Stockholder Shares not bearing such legend, the holder thereof shall not consummate a effect the Transfer of the same thereof until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this herein, as required by Section 8 and Section 6 4(d) above. (cd) Upon In the event of a proposed Transfer of any Stockholder Shares pursuant to Rule 144A (or any similar rule or rules then in effect) under the Securities Act, upon the request of a the holder of Stockholder SharesShares proposing said Transfer, the Company shall promptly supply to such Person holder or its prospective transferees all information regarding the Company required to be delivered by the issuer in connection with a Transfer pursuant to Rule 144A (or any similar rule or rules then in effect) of under the Securities and Exchange CommissionAct. (de) Upon the request of any holder of Stockholder Shares, the Company shall remove the legend set forth in Section 6 8 above from the certificates for such holder's Stockholder Shares; provided, that such Stockholder Shares are eligible for sale pursuant to Rule 144(k) 144 (or any similar rule or rules then in effect) of under the Securities and Exchange CommissionAct.

Transfer of Stockholder Shares. (a) Subject to Sections 2, 3, 4, and 5, the Stockholder Shares are transferable only pursuant to (i) public offerings registered under the Securities Acta Public Offering, (ii) subject to the provisions of Section 4 above, transactions under Rule 144 or Rule 144A (or any similar rule or rules then in effect) of the Securities and Exchange Commission SEC if such rule is available, available and (iii) subject to Section 4 or 5 and Section 8(b) below, any other legally available means of Transfer. Notwithstanding the aforesaid, under no circumstances may any Stockholder Transfer any Stockholder Shares to any Competitor. (b) No Transfer (other than pursuant to any bona fidepledge by ICS of any of the Stockholder Shares to secure the obligations of ICS to the ICS Secured Lenders) of any Stockholder Shares to a third party or a Permitted Transferee (other than the Escrow Agents) shall be permitted unless such third party or Permitted Transferee, as the case may be, shall agree in writing to be bound by the terms and conditions of this Agreement pursuant to an instrument of assumption reasonably satisfactory in form and substance to the Corporation and such third party or Permitted Transferee, as the case may be, makes the representations and warranties set forth in Exhibit B to this Agreement; provided, however, that the provisions of this Section 2.2(b) shall not apply to any Transfer made pursuant to Rule 144 or Rule 144A (or any similar rule or rules then in effect) under the Securities Act. (c) The provisions of Sections 3, 4, and 5 hereof shall not apply to the following Transfers (each of which shall be deemed to constitute a "Permitted Transfer," and each transferee of a Permitted Transfer shall be referred to herein as a "Permitted Transferee"): (i) Transfers by any Stockholder to any of the ICS Secured Lenders, (ii) Transfers by ICS to any Escrow Agent pursuant to the Escrow Agreements, (iii) any bona fide pledge by ICS of any Stockholder Shares to secure the obligations of ICS to the ICS Secured Lenders and (iv) any Transfer by a Stockholder to no more than five (5) Affiliates thereof. (d) Notwithstanding anything to the contrary contained in this Agreement regarding the Transfer of Stockholder Shares, shares of Series B Preferred Stock and Class A Common Stock held in the Consent Escrow and Crossings Escrow pursuant to the Escrow Agreements shall be held and released to the Corporation or Stockholder in accordance with the terms of the respective Escrow Agreements and shall not be transferable by any Stockholder unless and until released to any Stockholder (or its designee) pursuant to the terms of such agreements, whereupon such shares shall become Stockholder Shares and shall become subject to all the terms and conditions of this Agreement. (e) In connection with the proposed Transfer of any Stockholder Shares other than a Transfer described in clause (iii) or (iiiii) of Section 8(a) above2.2, the holder thereof shall deliver written notice to the Company Corporation describing in reasonable detail the Transfer or proposed Transfer, together with an opinion of counsel reasonably acceptable to the Company Corporation to the effect that such proposed Transfer of Stockholder Shares may be effected without registration of such Stockholder Shares under the Securities Act. In addition, if the holder of the Stockholder Shares delivers to the Company an opinion of counsel that no subsequent Transfer of such Stockholder Shares shall require registration under the Securities Act, the Company shall promptly upon such contemplated Transfer deliver new certificates for such Stockholder Shares which do not bear the legend set forth in Section 6 above. If the Company is not required to deliver new certificates for such Stockholder Shares not bearing such legend, the holder thereof shall not consummate a Transfer of 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 8 and Section 6 above. (c) Upon the request of a holder of Stockholder Shares, the Company shall promptly supply to such Person or its prospective transferees all information regarding the Company required to be delivered in connection with a Transfer pursuant to Rule 144A (or any similar rule or rules then in effect) of the Securities and Exchange Commission. (df) Upon the request of any holder of Stockholder Shares, the Company Corporation shall remove the legend set forth in Section 6 above 7 from the certificates for such holder's Stockholder Shares; provided, that such Stockholder Shares are are, in the opinion of counsel reasonably satisfactory to the Corporation, eligible for sale pursuant to Rule 144(k) (or 144(k)(or any similar rule or rules then in effect) of the SEC. (g) For as long as the Corporation is required by law or pursuant to an indenture relating to securities of the Corporation, the Corporation shall timely make all reports and filings with the Securities and Exchange CommissionCommission so that Rule 144 ("Rule 144") of the Rules and Regulations promulgated under the Securities Act of 1933, as amended shall be available for the Stockholders (subject to the terms, conditions and requirements of Rule 144).