Common use of Transfer of Voting Stock Clause in Contracts

Transfer of Voting Stock. (a) Xxxxx Xxxxxxx shall not sell, assign or transfer, or otherwise dispose of, any shares of Class A Common Stock if such sale, assignment, transfer or disposition would result in the occurrence of a Change of Control while any Senior Note remains outstanding or a Risk Event while any Subordinated Debenture remains outstanding. Notwithstanding the preceding sentence, neither Xxxxx Xxxxxxx nor any of his Affiliates shall be obligated to dispose of any shares of Class A Common Stock to the extent that the percentage of the issued and outstanding shares of Voting Stock (or any class thereof) Beneficially Owned by Xxxxx Xxxxxxx and his Affiliates is increased as a result of a recapitalization of the Company or any other action taken by the Company, the LLC or any Member. So long as any Senior Note remains outstanding, Xxxxx Xxxxxxx shall not sell, assign, transfer or otherwise dispose of any shares of Class A Common Stock if such sale, assignment, transfer or disposition would result in Xxxxx Xxxxxxx Beneficially Owning a number of shares of Class A Common Stock which is less than the lesser of (i) seventy percent (70%) of the number of shares of Class B Common Stock allocated to Apollo on the date hereof pursuant to the operating agreement of the LLC and (ii) the number of shares of Class A Common Stock or Class B Common Stock then Beneficially Owned by Apollo plus one share (b) None of the LLC, any Member or any Affiliate thereof shall sell, assign or transfer, or otherwise dispose of, any shares of Voting Stock if such sale, assignment, transfer or disposition (including as a result of a later conversion of Class B Common Stock by the transferee thereof) would result in the occurrence of a Change of Control while any Senior Note remains outstanding or a Risk Event while any Subordinated Debenture remains outstanding. None of the LLC, any Member or any Affiliate thereof shall, directly or indirectly, acquire Beneficial Ownership of any shares of Voting Stock (including as a result of a conversion of Class B Common Stock) if such acquisition would result in the occurrence of a Change of Control while any Senior Note remains outstanding or a Risk Event while any Subordinated Debenture remains outstanding. Notwithstanding the preceding sentence, none of the LLC, any Member or any Affiliate thereof shall be obligated to dispose of any shares of Voting Stock to the extent that the percentage of the issued and outstanding shares of Voting Stock (or any class thereof) Beneficially Owned by the LLC, any such Member and/or any such Affiliate is increased as a result of a recapitalization of the Company or any other action taken by the Company or Xxxxx Xxxxxxx. (c) The LLC shall be dissolved on or before the date that is two days subsequent to the second anniversary of the Closing Date. (d) The LLC and Apollo may not, directly or indirectly, sell, assign or transfer, or otherwise dispose of, more than seventy percent (70%) of the number of shares of Class B Company Stock allocated to Apollo on the date hereof pursuant to the operating agreement of the LLC to a single Person or related group of Persons. (e) Notwithstanding anything to the contrary herein, none of Xxxxx Xxxxxxx, the LLC, any Member or an Affiliate thereof shall, directly or indirectly, sell, assign or transfer, or otherwise dispose of, any shares of Class A Common Stock or Class B Common Stock prior to the end of the period ending nine months from the date hereof (the "LOCK-UP PERIOD"); PROVIDED, HOWEVER, that during the Lock-Up Period (but subject to subsection 3(a) and 3(b)), (i) Xxxxx Xxxxxxx may, sell, assign or transfer, or otherwise dispose of, (A) any shares of Class A Common Stock to the Foundation, the Xxxxx X. Xxxxxxx Revocable Living Trust, the Xxxxx X. Xxxxxxx 1998 Qualified Annuity Trust, Xxxxx X. Xxxxxxx in his individual capacity and/or any other trust of which Xxxxx X. Xxxxxxx is the sole trustee and (B) up to an aggregate of 1,000,000 shares of Class A Common Stock to (I) any other Persons who are members of the Xxxxxxx Family (as defined in the Senior Notes Indenture) and who agree in writing not to, directly or indirectly, sell, assign or transfer, or otherwise dispose of, any such shares during the Lock-Up Period and (II) the management personnel of the Company, (ii) the LLC and any Member may sell, assign or transfer, or otherwise dispose of, any shares of Class A Common Stock or Class B Common Stock to those individuals listed on Exhibit A hereto pursuant to the terms of the operating agreement of the LLC and (iii) Xxxxx Xxxxxxx, the LLC, any Member or an Affiliate thereof may otherwise make a bona fide pledge of any shares of Class A Common Stock or Class B Common Stock to any pledgee who agrees in writing not to, directly or indirectly, sell, assign or transfer, or otherwise dispose of, any such shares during the Lock-Up Period. Nothing in this subsection 3(e) shall be deemed to prevent the transfer by Blackacre of its membership interest in the LLC to any entity that is directly or indirectly controlled by Xxxxxxx Xxxxxxxx or to prevent the bona fide pledge by Blackacre (or a transferee of Blackacre that is directly or indirectly controlled by Xxxxxxx Xxxxxxxx) of its membership interest in the LLC. (f) Xxxxx Xxxxxxx, the LLC, any Member or any Affiliate thereof shall provide to the Company prompt written notice of any purchase, sale, assignment or transfer, or other disposition of, by such Person of any Voting Stock. Upon receipt of such notice, the Company shall promptly provide the transferee of such Voting Stock with reasonable written notice of the existence of the Change of Control and Risk Event provisions under the Senior Notes Indenture and the Subordinated Debentures Indenture, respectively. (g) Neither Xxxxxxx, the Company nor any of their Affiliates shall purchase or sell any Class A Common Stock or Class B Common Stock during (i) the period thirty (30) trading days prior to and thirty (30) trading days after the first anniversary of the Closing Date and (ii) the period sixty (60) trading days prior to (a) December 31, 2002 or (b) such other date as the LLC may give written notice will be the date of its dissolution (to the extent Xxxxxxx and the Company receive written notice during such period).

Transfer of Voting Stock. (a) Xxxxx Xxxxxxx shall not sell, assign or transfer, or otherwise dispose of, any shares of Class A Common Stock if such sale, assignment, transfer or disposition would result in the occurrence of a Change of Control while any Senior Note remains outstanding or a Risk Event while any Subordinated Debenture remains outstanding. Notwithstanding the preceding sentence, neither Xxxxx Xxxxxxx nor any of his Affiliates shall be obligated to dispose of any shares of Class A Common Stock to the extent that the percentage of the issued and outstanding shares of Voting Stock (or any class thereof) Beneficially Owned by Xxxxx Xxxxxxx and his Affiliates is increased as a result of a recapitalization of the Company or any other action taken by the Company, the LLC or any Member. So long as any Senior Note remains outstanding, Xxxxx Xxxxxxx shall not sell, assign, transfer or otherwise dispose of any shares of Class A Common Stock if such sale, assignment, transfer or disposition would result in Xxxxx Xxxxxxx Beneficially Owning a number of shares of Class A Common Stock which is less than the lesser of (i) seventy percent (70%) of the number of shares of Class B Common Stock allocated to Apollo on the date hereof pursuant to the operating agreement of the LLC and (ii) the number of shares of Class A Common Stock or Class B Common Stock then Beneficially Owned by Apollo plus one share. (b) None of the LLC, any Member or any Affiliate thereof shall sell, assign or transfer, or otherwise dispose of, any shares of Voting Stock if such sale, assignment, transfer or disposition (including as a result of a later conversion of Class B Common Stock by the transferee thereof) would result in the occurrence of a Change of Control while any Senior Note remains outstanding or a Risk Event while any Subordinated Debenture remains outstanding. None of the LLC, any Member or any Affiliate thereof shall, directly or indirectly, acquire Beneficial Ownership of any shares of Voting Stock (including as a result of a conversion of Class B Common Stock) if such acquisition would result in the occurrence of a Change of Control while any Senior Note remains outstanding or a Risk Event while any Subordinated Debenture remains outstanding. Notwithstanding the preceding sentence, none of the LLC, any Member or any Affiliate thereof shall be obligated to dispose of any shares of Voting Stock to the extent that the percentage of the issued and outstanding shares of Voting Stock (or any class thereof) Beneficially Owned by the LLC, any such Member and/or any such Affiliate is increased as a result of a recapitalization of the Company or any other action taken by the Company or Xxxxx Xxxxxxx. (c) The LLC shall be dissolved on or before the date that is two days subsequent to the second anniversary of the Closing Date. (d) The LLC and Apollo may not, directly or indirectly, sell, assign or transfer, or otherwise dispose of, more than seventy percent (70%) of the number of shares of Class B Company Stock allocated to Apollo on the date hereof pursuant to the operating agreement of the LLC to a single Person or related group of Persons. (e) Notwithstanding anything to the contrary herein, none of Xxxxx Xxxxxxx, the LLC, any Member or an Affiliate thereof shall, directly or indirectly, sell, assign or transfer, or otherwise dispose of, any shares of Class A Common Stock or Class B Common Stock prior to the end of the period ending nine months from the date hereof (the "LOCK-UP PERIOD"); PROVIDED, HOWEVER, that during the Lock-Up Period (but subject to subsection 3(a) and 3(b)), (i) Xxxxx Xxxxxxx may, sell, assign or transfer, or otherwise dispose of, (A) any shares of Class A Common Stock to the Foundation, the Xxxxx X. Xxxxxxx Revocable Living Trust, the Xxxxx X. Xxxxxxx 1998 Qualified Annuity Trust, Xxxxx X. Xxxxxxx in his individual capacity and/or any other trust of which Xxxxx X. Xxxxxxx is the sole trustee and (B) up to an aggregate of 1,000,000 shares of Class A Common Stock to (I) any other Persons who are members of the Xxxxxxx Family (as defined in the Senior Notes Indenture) and who agree in writing not to, directly or indirectly, sell, assign or transfer, or otherwise dispose of, any such shares during the Lock-Up Period and (II) the management personnel of the Company, (ii) the LLC and any Member may sell, assign or transfer, or otherwise dispose of, any shares of Class A Common Stock or Class B Common Stock to those individuals listed on Exhibit A hereto pursuant to the terms of the operating agreement of the LLC and (iii) Xxxxx Xxxxxxx, the LLC, any Member or an Affiliate thereof may otherwise make a bona fide pledge of any shares of Class A Common Stock or Class B Common Stock to any pledgee who agrees in writing not to, directly or indirectly, sell, assign or transfer, or otherwise dispose of, any such shares during the Lock-Up Period. Nothing in this subsection 3(e) shall be deemed to prevent the transfer by Blackacre of its membership interest in the LLC to any entity that is directly or indirectly controlled by Xxxxxxx Xxxxxxxx or to prevent the bona fide pledge by Blackacre (or a transferee of Blackacre that is directly or indirectly controlled by Xxxxxxx Xxxxxxxx) of its membership interest in the LLC. (f) Xxxxx Xxxxxxx, the LLC, any Member or any Affiliate thereof shall provide to the Company prompt written notice of any purchase, sale, assignment or transfer, or other disposition of, by such Person of any Voting Stock. Upon receipt of such notice, the Company shall promptly provide the transferee of such Voting Stock with reasonable written notice of the existence of the Change of Control and Risk Event provisions under the Senior Notes Indenture and the Subordinated Debentures Indenture, respectively. (g) Neither Xxxxxxx, the Company nor any of their Affiliates shall purchase or sell any Class A Common Stock or Class B Common Stock during (i) the period thirty (30) trading days prior to and thirty (30) trading days after the first anniversary of the Closing Date and (ii) the period sixty (60) trading days prior to (a) December 31, 2002 or (b) such other date as the LLC may give written notice will be the date of its dissolution (to the extent Xxxxxxx and the Company receive written notice during such period).