Common use of Transfer Rights Clause in Contracts

Transfer Rights. (a) Each Principal Stockholder may transfer, in its sole discretion, all or any portion of its rights under this Agreement to any Transferee of its Registrable Securities, whereupon such Transferees shall become a party to this Agreement. Any such Transfer of registration rights will be effective upon receipt by the Registrant of (i) written notice from such Principal Stockholder stating the name and address of any Transferee and identifying the number of Registrable Securities with respect to which rights under this Agreement are being transferred and the nature of the rights so transferred, and (ii) a Joinder Agreement from such Person to be bound by the terms of this Agreement as a “Principal Stockholder” or “Other Holder,” as applicable. The Registrant and the transferring Principal Stockholder will notify the other Principal Stockholders as to who the Transferees are and the nature of the rights so transferred. (b) In the event the Registrant engages in a merger or consolidation in which the Registrable Securities are converted into securities of another Registrant, appropriate arrangements will be made so that the registration rights provided under this Agreement continue to be provided to Holders by the issuer of such securities. To the extent such new issuer, or any other company acquired by the Registrant in a merger or consolidation, was bound by registration rights obligations that would conflict with the provisions of this Agreement, the Registrant will, unless Holders then holding a majority of the Registrable Securities otherwise agree, use its reasonable best efforts to modify any such “inherited” registration rights obligations so as not to interfere in any material respects with the rights provided under this Agreement. (c) In the case of an in-kind distribution of Shares pursuant to Section 2.17 of this Agreement with an ability to resale Shares off of a shelf registration statement, such in-kind transferees will, as transferee Holders, be entitled to the rights under this Agreement applicable to the Shares so transferred. In that regard, however, in-kind transferees will not be given demand or piggyback rights; rather their means of registered resale will be limited to sales off a shelf with respect to which no special actions are required by the Registrant or the other Holders, and as to which no lockup will arise. (d) In the event that the Registrant effects the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and any Holder will receive equity interests in any such NewCo as part of such separation, the Registrant shall cause any such NewCo to enter into a registration rights agreement with each such Holder that provides each such Holder with registration rights vis-à-vis such NewCo that are substantially identical to those set forth in this Agreement..

Transfer Rights. (a) Each Principal Stockholder may transferNotwithstanding any provisions contained herein, in its sole discretiontransfers of Designated Property (each, all or any portion of its rights under this Agreement to any Transferee of its Registrable Securitiesa “Permitted Transfer” and collectively, whereupon such Transferees shall become a party to this Agreement. Any such Transfer of registration rights “Permitted Transfers”) will be effective upon receipt by permitted while the Registrant of Xxxxxxx County Bonds are issued and outstanding, provided, that the following conditions are met: (i) written notice from such Principal Stockholder stating Permitted Transfer is made for fair market value; (ii) the name proceeds of such Permitted Transfer are applied to pay down the outstanding Revolving Credit Loans (but without a permanent reduction of the Total Commitment); (iii) in the case of a transfer of the ownership interests in a Designated LLC, the Designated LLC subject to such transfer shall reaffirm its joint and address of any Transferee and identifying the number of Registrable Securities several Obligations with respect to which rights under this the Secured Obligations by entering into a Guaranty Agreement are being transferred in form and substance satisfactory to the Administrative Agent and the nature Noteholders (the “Designated Guaranty”); and (iv) all assets of a transferred Designated LLC other than Designated Property shall remain subject to the lien thereon that has been granted to the Collateral Agent for the benefit of the rights so transferredBanks and the Noteholders for the Secured Obligations, and (ii) a Joinder Agreement from both the transferee of such Person to be bound by the terms of this Agreement as a “Principal Stockholder” or “Other Holder,” as applicable. The Registrant Designated LLC and the transferring Principal Stockholder will notify Designated LLC shall each have acknowledged the other Principal Stockholders as full force and effect of such lien and Designated Guaranty executed by such Designated LLC pursuant to who the Transferees are and the nature of the rights so transferred(iii) above. (b) In the event of a proposed Permitted Transfer of any membership units or interests of a Designated LLC or any Designated Property, the Registrant engages proposed transferor will give the Collateral Agent and the Administrative Agent at least fifteen Business Days prior written notice of the proposed Permitted Transfer. Subject to the Administrative Agent’s election to exercise its rights of first refusal as set forth below, the Collateral Agent will, in a merger accordance with Section 24 of the Security Agreement, and within ten Business Days of receipt of such notice, endorse, assign and deliver to the transferor the requested certificates, if any, of membership units or consolidation ownership interests, or any other Designated Property in the Collateral Agent’s possession or under its control, which are included in the Registrable Securities are converted into securities of another Registrant, appropriate arrangements will be made so that the registration rights provided under this Agreement continue to be provided to Holders Permitted Transfer by the issuer transferor and any other instruments or documents evidencing the ownership of such securitiesmembership units or ownership interest or Designated Property in the Collateral Agent’s possession or under its control, in accordance with Section 24 of the Security Agreement. Upon receipt of the proceeds of the Permitted Transfer for application to the Revolving Credit Loans (but without a permanent reduction of the Total Commitment), the Collateral Agent, the Banks and the Noteholders shall have no further interest or right to such membership units or interests or such Designated Property, and, if requested by transferor or transferor’s transferee, the Collateral Agent (in accordance with Section 24 of the Security Agreement) shall execute an appropriate termination of the lien with respect to such units or interests, or such Designated Property, as applicable; provided that any Designated LLC subject to a Permitted Transfer shall retain its joint and several Obligations with respect to the Secured Obligations by entering into a Designated Guaranty and the liens on the assets of such Designated LLC (other than Designated Property) granted to the Collateral Agent for the benefit of the Banks and the Noteholders for the Secured Obligations shall continue in force and shall be reaffirmed by the Designated LLC as a condition of the Permitted Transfer. To the extent such new issuerthat, notwithstanding the above, any Permitted Transfer of membership units or any other company acquired ownership interests or Designated Property by a Borrower occurs after the Designated Property Notice Period, the proceeds shall be applied to pay the outstanding Secured Obligations and shall permanently reduce the Commitment by the Registrant in a merger or consolidation, was bound by registration rights obligations that would conflict with amount allocated to the provisions of this Agreement, Revolving Credit Loans pursuant to the Registrant will, unless Holders then holding a majority terms of the Registrable Securities otherwise agree, use its reasonable best efforts to modify any such “inherited” registration rights obligations so as not to interfere in any material respects with the rights provided under this Intercreditor Agreement. (c) In After the case beginning of an in-kind distribution of Shares pursuant to Section 2.17 of this Agreement with an ability to resale Shares off of a shelf registration statement, such in-kind transferees will, as transferee Holders, be entitled to the rights under this Agreement applicable to the Shares so transferred. In that regard, however, in-kind transferees will not be given demand or piggyback rights; rather their means of registered resale will be limited to sales off a shelf with respect to which no special actions are required by the Registrant or the other Holders, and as to which no lockup will arise. (d) In the event that the Registrant effects the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and any Holder will receive equity interests in any such NewCo as part of such separationDesignated Property Notice Period, the Registrant shall cause any such NewCo to enter into a registration rights agreement with each such Holder that provides each such Holder with registration rights vis-à-vis such NewCo that are substantially identical to those provisions set forth in this Agreement..Credit Agreement and Loan Documents allowing the Permitted Transfers shall terminate, until such time, if ever, as restored by the written election of the Administrative Agent.

Transfer Rights. (a) Each Principal Stockholder Any Investor may transfer, in its sole discretion, all or any portion of its rights under this Agreement to any Transferee of its Registrable Securities, whereupon such Transferees shall become a party to this Agreement. Any such Transfer of registration rights will be effective upon receipt by the Registrant Company of (i) written notice from such Principal Stockholder Investor stating the name and address of any Transferee and identifying the number of Registrable Securities with respect to which rights under this Agreement are being transferred and the nature of the rights so transferred, and (ii) a Joinder Agreement from such Person to be bound by the terms of this Agreement as a an “Principal StockholderInvestor.” or “Other Holder,” as applicable. The Registrant Company and the transferring Principal Stockholder Investor will notify the other Principal Stockholders Investors as to who the Transferees are and the nature of the rights so transferred. (b) In the event the Registrant Company engages in a merger or consolidation in which the Registrable Securities are converted into securities of another Registrantcompany, appropriate arrangements will be made so that the registration rights provided under this Agreement continue to be provided to Holders Investors by the issuer of such securities. To the extent such new issuer, or any other company acquired by the Registrant Company in a merger or consolidation, was bound by registration rights obligations that would conflict with the provisions of this Agreement, the Registrant Company will, unless Holders Investors then holding a majority of the Registrable Securities otherwise agree, use its reasonable best efforts to modify any such “inherited” registration rights obligations so as not to interfere in any material respects with the rights provided under this Agreement. (c) In the case of an in-kind distribution of Shares pursuant to Section 2.17 2.19 of this Agreement with an ability to resale Shares off of a shelf registration statement, such in-kind transferees will, as transferee HoldersInvestors, be entitled to the rights under this Agreement applicable to the Shares so transferred. In that regard, however, in-kind transferees will not be given demand or piggyback rights; rather their means of registered resale will be limited to sales off a shelf with respect to which no special actions are required by the Registrant Company or the other HoldersInvestors, and as to which no lockup will arise. (d) In the event that the Registrant effects the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and any Holder Investor will receive equity interests in any such NewCo as part of such separation, the Registrant shall cause any such NewCo to enter into a registration rights agreement with each such Holder Investor that provides each such Holder Investor with registration rights vis-à-vis such NewCo that are substantially identical to those set forth in this Agreement...

Transfer Rights. (a) Each Principal The rights of any Eligible Stockholder may transfer(the “Transferring Stockholder”), shall be transferable to any transferee (the “Transferee”) of any interests in its sole discretionthe Registrable Securities held by such Transferring Stockholder; provided, however, that the Demand Registration rights and Shelf Registration Statement rights of any Transferring Stockholder shall only be transferable to a Transferee purchasing at least 66.67% of the Registrable Securities held by the Transferring Stockholder as of the date of this Agreement. (b) Notwithstanding the foregoing, all or any portion rights (including, without limitation, Demand Registration rights and Shelf Registration Statement rights) of its a Transferring Stockholder shall be transferable to a Permitted Transferee that acquires Registrable Securities from such Transferring Stockholder. (c) Any such transfer of rights under this Agreement to any Transferee of its Registrable Securities, whereupon such Transferees shall become a party to this Agreement. Any such Transfer of registration rights will be effective upon (i) receipt by the Registrant Company of (i) written notice from such Principal Transferring Stockholder stating the name and address of any Transferee and identifying the number of Registrable Securities with respect to which rights under this Agreement are being transferred and the nature of the rights so transferred, transferred and (ii) receipt by the Company of a Joinder Agreement written agreement from such Person the Transferee to be bound by the terms of this Agreement as Agreement, upon which such Transferee will be deemed to be a “Principal Stockholder” or “Other Holder,” as applicable. The Registrant party hereto and have the transferring Principal Stockholder will notify the other Principal Stockholders as to who the Transferees are rights and the nature obligations of the rights so transferred. (b) In the event the Registrant engages in a merger or consolidation in which Transferring Stockholder hereunder with respect to the Registrable Securities are converted into securities of another Registrant, appropriate arrangements will be made so that the registration rights provided under this Agreement continue to be provided to Holders by the issuer of such securities. To the extent such new issuer, or any other company acquired by the Registrant in a merger or consolidation, was bound by registration rights obligations that would conflict with the provisions of this Agreement, the Registrant will, unless Holders then holding a majority of the Registrable Securities otherwise agree, use its reasonable best efforts to modify any such “inherited” registration rights obligations so as not to interfere in any material respects with the rights provided under this Agreement. (c) In the case of an in-kind distribution of Shares pursuant to Section 2.17 of this Agreement with an ability to resale Shares off of a shelf registration statement, such in-kind transferees will, as transferee Holders, be entitled to the rights under this Agreement applicable to the Shares so transferred. In that regard, however, in-kind transferees will not be given demand or piggyback rights; rather their means of registered resale will be limited to sales off a shelf with respect to which no special actions are required by the Registrant or the other Holders, and as to which no lockup will arise. (d) In connection with any transfer pursuant to the event that proviso in Section 11.2(a) or Section 11.2(b) in which the Registrant effects Transferee acquires Demand Registration rights and Shelf Registration rights, Schedule 2 of this Agreement will be amended so as to reflect such transfer and such amended Schedule 2 will be in a form determined by the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, Company and any Holder will receive equity interests in any such NewCo as part of such separation, the Registrant shall cause any such NewCo to enter into a registration rights agreement with each such Holder that provides each such Holder with registration rights vis-à-vis such NewCo that are substantially identical to those set forth in this Agreement..Transferee.

Transfer Rights. (a) Each Principal The rights of a Stockholder may transferRepresentative, together with those of the Eligible Stockholders represented by such Stockholder Representative as set forth on Schedule 2, as well as the rights of any Eligible Stockholder not set forth on Schedule 2 (in its sole discretionany such case, collectively, the “Transferring Stockholder”), shall be transferable to any transferee (the “Transferee”) of any interests in the Registrable Securities held by such Transferring Stockholder; provided, however, that the Demand Registration rights and Shelf Registration Statement rights of any Transferring Stockholder shall only be transferable to a Transferee purchasing at least 66.67% of the Registrable Securities held by the Transferring Stockholder as of the date of this Agreement. (b) Notwithstanding the foregoing, all or any portion rights (including, without limitation, Demand Registration rights and Shelf Registration Statement rights) of its a Transferring Stockholder shall be transferable to a Permitted Transferee that acquires Registrable Securities from such Transferring Stockholder. (c) Any such transfer of rights under this Agreement to any Transferee of its Registrable Securities, whereupon such Transferees shall become a party to this Agreement. Any such Transfer of registration rights will be effective upon (i) receipt by the Registrant Company of (i) written notice from such Principal Transferring Stockholder stating the name and address of any Transferee and identifying the number of Registrable Securities with respect to which rights under this Agreement are being transferred and the nature of the rights so transferred, transferred and (ii) receipt by the Company of a Joinder Agreement written agreement from such Person the Transferee to be bound by the terms of this Agreement as Agreement, upon which such Transferee will be deemed to be a “Principal Stockholder” or “Other Holder,” as applicable. The Registrant party hereto and have the transferring Principal Stockholder will notify the other Principal Stockholders as to who the Transferees are rights and the nature obligations of the rights so transferred. (b) In the event the Registrant engages in a merger or consolidation in which Transferring Stockholder hereunder with respect to the Registrable Securities are converted into securities of another Registrant, appropriate arrangements will be made so that the registration rights provided under this Agreement continue to be provided to Holders by the issuer of such securities. To the extent such new issuer, or any other company acquired by the Registrant in a merger or consolidation, was bound by registration rights obligations that would conflict with the provisions of this Agreement, the Registrant will, unless Holders then holding a majority of the Registrable Securities otherwise agree, use its reasonable best efforts to modify any such “inherited” registration rights obligations so as not to interfere in any material respects with the rights provided under this Agreement. (c) In the case of an in-kind distribution of Shares pursuant to Section 2.17 of this Agreement with an ability to resale Shares off of a shelf registration statement, such in-kind transferees will, as transferee Holders, be entitled to the rights under this Agreement applicable to the Shares so transferred. In that regard, however, in-kind transferees will not be given demand or piggyback rights; rather their means of registered resale will be limited to sales off a shelf with respect to which no special actions are required by the Registrant or the other Holders, and as to which no lockup will arise. (d) In connection with any transfer pursuant to the event that proviso in Section 11.02(a) or Section 11.02(b) in which the Registrant effects Transferee acquires Demand Registration rights and Shelf Registration rights, Schedule 2 of this Agreement will be amended so as to reflect such transfer and such amended Schedule 2 will be in a form determined by the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, Company and any Holder will receive equity interests in any such NewCo as part of such separation, the Registrant shall cause any such NewCo to enter into a registration rights agreement with each such Holder that provides each such Holder with registration rights vis-à-vis such NewCo that are substantially identical to those set forth in this Agreement..Transferee.

Transfer Rights. (a) Each Principal Stockholder may transferNotwithstanding any provisions contained --------------- herein, in its sole discretiontransfers of Designated Property (each, all or any portion of its rights under this Agreement to any Transferee of its Registrable Securitiesa "Permitted Transfer" and collectively, whereupon such Transferees shall become a party to this Agreement. Any such Transfer of registration rights "Permitted Transfers") will be effective upon receipt by permitted while the Registrant of Xxxxxxx County Bonds are issued and outstanding, provided, that the following conditions are met: (i) written notice from such Principal Stockholder stating Permitted Transfer is made for fair market value; (ii) the name proceeds of such Permitted Transfer are applied to pay down the outstanding Revolving Credit Loans (but without a permanent reduction of the Total Commitment); (iii) in the case of a transfer of the ownership interests in a Designated LLC, the Designated LLC subject to such transfer shall reaffirm its joint and address of any Transferee and identifying the number of Registrable Securities several Obligations with respect to which rights under this the Secured Obligations by entering into a Guaranty Agreement are being transferred in form and substance satisfactory to the Administrative Agent and the nature Noteholders (the "Designated Guaranty"); and (iv) all assets of a transferred Designated LLC other than Designated Property shall remain subject to the lien thereon that has been granted to the Collateral Agent for the benefit of the rights so transferredBanks and the Noteholders for the Secured Obligations, and (ii) a Joinder Agreement from both the transferee of such Person to be bound by the terms of this Agreement as a “Principal Stockholder” or “Other Holder,” as applicable. The Registrant Designated LLC and the transferring Principal Stockholder will notify Designated LLC shall each have acknowledged the other Principal Stockholders as full force and effect of such lien and Designated Guaranty executed by such Designated LLC pursuant to who the Transferees are and the nature of the rights so transferred(iii) above. (b) In the event of a proposed Permitted Transfer of any membership units or interests of a Designated LLC or any Designated Property, the Registrant engages proposed transferor will give the Collateral Agent and the Administrative Agent at least fifteen Business Days prior written notice of the proposed Permitted Transfer. Subject to the Administrative Agent's election to exercise its rights of first refusal as set forth below, the Collateral Agent will, in a merger accordance with Section 24 of the Security Agreement, and within ten Business Days of receipt of such notice, endorse, assign and deliver to the transferor the requested certificates, if any, of membership units or consolidation ownership interests, or any other Designated Property in the Collateral Agent's possession or under its control, which are included in the Registrable Securities are converted into securities of another Registrant, appropriate arrangements will be made so that the registration rights provided under this Agreement continue to be provided to Holders Permitted Transfer by the issuer transferor and any other instruments or documents evidencing the ownership of such securitiesmembership units or ownership interest or Designated Property in the Collateral Agent's possession or under its control, in accordance with Section 24 of the Security Agreement. Upon receipt of the proceeds of the Permitted Transfer for application to the Revolving Credit Loans (but without a permanent reduction of the Total Commitment), the Collateral Agent, the Banks and the Noteholders shall have no further interest or right to such membership units or interests or such Designated Property, and, if requested by transferor or transferor's transferee, the Collateral Agent (in accordance with Section 24 of the Security Agreement) shall execute an appropriate termination of the lien with respect to such units or interests, or such Designated Property, as applicable; provided that any Designated LLC subject to a Permitted Transfer shall retain its joint and several Obligations with respect to the Secured Obligations by entering into a Designated Guaranty and the liens on the assets of such Designated LLC (other than Designated Property) granted to the Collateral Agent for the benefit of the Banks and the Noteholders for the Secured Obligations shall continue in force and shall be reaffirmed by the Designated LLC as a condition of the Permitted Transfer. To the extent such new issuerthat, notwithstanding the above, any Permitted Transfer of membership units or any other company acquired ownership interests or Designated Property by a Borrower occurs after the Designated Property Notice Period, the proceeds shall be applied to pay the outstanding Secured Obligations and shall permanently reduce the Commitment by the Registrant in a merger or consolidation, was bound by registration rights obligations that would conflict with amount allocated to the provisions of this Agreement, Revolving Credit Loans pursuant to the Registrant will, unless Holders then holding a majority terms of the Registrable Securities otherwise agree, use its reasonable best efforts to modify any such “inherited” registration rights obligations so as not to interfere in any material respects with the rights provided under this Intercreditor Agreement. (c) In After the case beginning of an in-kind distribution of Shares pursuant to Section 2.17 of this Agreement with an ability to resale Shares off of a shelf registration statement, such in-kind transferees will, as transferee Holders, be entitled to the rights under this Agreement applicable to the Shares so transferred. In that regard, however, in-kind transferees will not be given demand or piggyback rights; rather their means of registered resale will be limited to sales off a shelf with respect to which no special actions are required by the Registrant or the other Holders, and as to which no lockup will arise. (d) In the event that the Registrant effects the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and any Holder will receive equity interests in any such NewCo as part of such separationDesignated Property Notice Period, the Registrant shall cause any such NewCo to enter into a registration rights agreement with each such Holder that provides each such Holder with registration rights vis-à-vis such NewCo that are substantially identical to those provisions set forth in this Agreement..Credit Agreement and Loan Documents allowing the Permitted Transfers shall terminate, until such time, if ever, as restored by the written election of the Administrative Agent.

Transfer Rights. (a) Each Principal The rights of a Stockholder may transferRepresentative, together with those of the Eligible Stockholders represented by such Stockholder Representative as set forth on Schedule 2, as well as the rights of any Eligible Stockholder not set forth on Schedule 2 (in its sole discretionany such case, collectively, the “Transferring Stockholder”), shall be transferable to any transferee (the “Transferee”) of any interests in the Registrable Securities held by such Transferring Stockholder[; provided, however, that the Demand Registration rights and Shelf Registration Statement rights of any Transferring Stockholder shall only be transferable to a Transferee purchasing at least 66.67% of the Registrable Securities held by the Transferring Stockholder as of the date of this Agreement. (b) Notwithstanding the foregoing, all or any portion rights (including, without limitation, Demand Registration rights and Shelf Registration Statement rights) of its a Transferring Stockholder shall be transferable to a Permitted Transferee that acquires Registrable Securities from such Transferring Stockholder. (c) Any such transfer of rights under this Agreement to any Transferee of its Registrable Securities, whereupon such Transferees shall become a party to this Agreement. Any such Transfer of registration rights will be effective upon (i) receipt by the Registrant Company of (i) written notice from such Principal Transferring Stockholder stating the name and address of any Transferee and identifying the number of Registrable Securities with respect to which rights under this Agreement are being transferred and the nature of the rights so transferred, transferred and (ii) receipt by the Company of a Joinder Agreement written agreement from such Person the Transferee to be bound by the terms of this Agreement as Agreement, upon which such Transferee will be deemed to be a “Principal Stockholder” or “Other Holder,” as applicable. The Registrant party hereto and have the transferring Principal Stockholder will notify the other Principal Stockholders as to who the Transferees are rights and the nature obligations of the rights so transferred. (b) In the event the Registrant engages in a merger or consolidation in which Transferring Stockholder hereunder with respect to the Registrable Securities are converted into securities of another Registrant, appropriate arrangements will be made so that the registration rights provided under this Agreement continue to be provided to Holders by the issuer of such securities. To the extent such new issuer, or any other company acquired by the Registrant in a merger or consolidation, was bound by registration rights obligations that would conflict with the provisions of this Agreement, the Registrant will, unless Holders then holding a majority of the Registrable Securities otherwise agree, use its reasonable best efforts to modify any such “inherited” registration rights obligations so as not to interfere in any material respects with the rights provided under this Agreement. (c) In the case of an in-kind distribution of Shares pursuant to Section 2.17 of this Agreement with an ability to resale Shares off of a shelf registration statement, such in-kind transferees will, as transferee Holders, be entitled to the rights under this Agreement applicable to the Shares so transferred. In that regard, however, in-kind transferees will not be given demand or piggyback rights; rather their means of registered resale will be limited to sales off a shelf with respect to which no special actions are required by the Registrant or the other Holders, and as to which no lockup will arise. (d) In connection with any transfer pursuant to the event that proviso in Section 11.02(a) or Section 11.02(b) in which the Registrant effects Transferee acquires Demand Registration rights and Shelf Registration rights, Schedule 2 of this Agreement will be amended so as to reflect such transfer and such amended Schedule 2 will be in a form determined by the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, Company and any Holder will receive equity interests in any such NewCo as part of such separation, the Registrant shall cause any such NewCo to enter into a registration rights agreement with each such Holder that provides each such Holder with registration rights vis-à-vis such NewCo that are substantially identical to those set forth in this Agreement..Transferee.

Transfer Rights. (a) Each Principal Stockholder Prior to the closing of the IPO, and subject to Article VIII of the LLC Agreement any Investor may transfer, in its sole discretion, all or any portion of its rights under this Agreement to any Transferee of its Registrable SecuritiesPermitted Transferee, whereupon such Permitted Transferees shall become a party to this Agreement. Any such Transfer of registration rights will be effective upon receipt by the Registrant IPO Entity of (i) written notice from such Principal Stockholder Investor stating the name and address of any Transferee transferee and identifying the number of Registrable Securities with respect to which rights under this Agreement are being transferred and the nature of the rights so transferred, and (ii) a Joinder Agreement from such Person to be bound by the terms of this Agreement as a an “Principal StockholderInvestor” or and/or “Other Holder,” as applicable. applicable The Registrant IPO Entity and the transferring Principal Stockholder Investor will notify the other Principal Stockholders Investors as to who the Permitted Transferees are and the nature of the rights so transferred. (b) In the event the Registrant IPO Entity engages in a merger or consolidation in which the Registrable Securities are converted into securities of another Registrantcompany, appropriate arrangements will be made so that the registration rights provided under this Agreement continue to be provided to Holders by the issuer of such securities. To the extent such new issuer, or any other company acquired by the Registrant IPO Entity in a merger or consolidation, was bound by registration byregistration rights obligations that would conflict with the provisions of this Agreement, the Registrant IPO Entity will, unless Holders then holding a majority of the Registrable Securities otherwise agree, use its reasonable best efforts to modify any such “inherited” registration rights obligations so as not to interfere in any material respects with the rights provided under this Agreement. (c) In the case of an in-kind distribution of Shares pursuant to Section 2.17 2.16 of this Agreement with an ability to resale Shares off of a shelf registration statement, such in-kind transferees will, as transferee Holders, be entitled to the rights under this Agreement applicable to the Shares so transferred. In that regard, however, in-kind transferees will not be given demand or piggyback rights; rather their means of registered resale will be limited to sales off a shelf with respect to which no special actions are required by the Registrant IPO Entity or the other Holders, and as to which no lockup will arise. (d) In Notwithstanding anything to the event that the Registrant effects the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and any Holder will receive equity interests in any such NewCo as part of such separation, the Registrant shall cause any such NewCo to enter into a registration rights agreement with each such Holder that provides each such Holder with registration rights vis-à-vis such NewCo that are substantially identical to those set forth contrary in this Agreement.., if, rather than the Company, the IPO Entity or any other direct or indirect subsidiary or parent company of the Company is the Person that effects an IPO, the Company shall, prior to the consummation of the IPO, cause such other Person to execute and deliver to the Investors and Holders an agreement whereby such Person agrees to comply with all of the Company’s obligations in this Agreement as if such Person is the “Company,” whereupon all of the Company’s rights and obligations under this Agreement shall become the rights and obligations of such Person, mutatis mutandis.

Transfer Rights. (a) Each Principal Stockholder may transferNotwithstanding any provisions contained herein, in its sole discretiontransfers of Designated Property (each, all or any portion of its rights under this Agreement to any Transferee of its Registrable Securitiesa “Permitted Transfer” and collectively, whereupon such Transferees shall become a party to this Agreement. Any such Transfer of registration rights “Permitted Transfers”) will be effective upon receipt permitted while the Xxxxxxx County Bonds are issued and outstanding, provided, that the following conditions are met: (1) such Permitted Transfer is made for fair market value; (2) the proceeds of such Permitted Transfer are applied to pay down the outstanding Revolving Credit Loans (but without a permanent reduction of the Total Commitment); (3) in the case of a transfer of the ownership interests in a Designated LLC, the Designated LLC subject to such transfer shall reaffirm its joint and several Obligations by entering into a Guaranty Agreement in form and substance satisfactory to the Registrant of (i) written notice from such Principal Stockholder stating the name and address of any Transferee and identifying the number of Registrable Securities with respect to which rights under this Agreement are being transferred Administrative Agent and the nature Noteholders (the “Designated Guaranty”); and (4) all assets of a transferred Designated LLC other than Designated Property shall remain subject to the lien thereon that has been granted to the Collateral Agent for the benefit of the rights so transferredBanks and the Noteholders for the Obligations, and (ii) a Joinder Agreement from both the transferee of such Person to be bound by the terms of this Agreement as a “Principal Stockholder” or “Other Holder,” as applicable. The Registrant Designated LLC and the transferring Principal Stockholder will notify Designated LLC shall each have acknowledged the other Principal Stockholders as full force and effect of such lien and Designated Guaranty executed by such Designated LLC pursuant to who the Transferees are and the nature of the rights so transferred(iii) above. (b) In the event of a proposed Permitted Transfer of any membership units or interests of a Designated LLC or any Designated Property, the Registrant engages proposed transferor will give the Collateral Agent and the Administrative Agent at least fifteen Business Days prior written notice of the proposed Permitted Transfer. Subject to the Administrative Agent’s election to exercise its rights of first refusal as set forth below, the Collateral Agent will, in a merger accordance with §24 of the Security Agreement, and within ten Business Days of receipt of such notice, endorse, assign and deliver to the transferor the requested certificates, if any, of membership units or consolidation ownership interests, or any other Designated Property in the Collateral Agent’s possession or under its control, which are included in the Registrable Securities are converted into securities of another Registrant, appropriate arrangements will be made so that the registration rights provided under this Agreement continue to be provided to Holders Permitted Transfer by the issuer transferor and any other instruments or documents evidencing the ownership of such securitiesmembership units or ownership interest or Designated Property in the Collateral Agent’s possession or under its control, in accordance with §24 of the Security Agreement. Upon receipt of the proceeds of the Permitted Transfer for application to the Revolving Credit Loans (but without a permanent reduction of the Total Commitment), the Collateral Agent, the Banks and the Noteholders shall have no further interest or right to such membership units or interests or such Designated Property, and, if requested by transferor or transferor’s transferee, the Collateral Agent (in accordance with §24 of the Security Agreement) shall execute an appropriate termination of the lien with respect to such units or interests, or such Designated Property, as applicable; provided that any Designated LLC subject to a Permitted Transfer shall retain its joint and several Obligations by entering into a Designated Guaranty and the liens on the assets of such Designated LLC (other than Designated Property) granted to the Collateral Agent for the benefit of the Banks and the Noteholders for the Obligations shall continue in force and shall be reaffirmed by the Designated LLC as a condition of the Permitted Transfer. To the extent such new issuerthat, notwithstanding the above, any Permitted Transfer of membership units or any other company acquired ownership interests or Designated Property by a Borrower occurs after the Designated Property Notice Period, the proceeds shall be applied to pay the outstanding Obligations and shall permanently reduce the Commitment by the Registrant in a merger or consolidation, was bound by registration rights obligations that would conflict with amount allocated to the provisions of this Agreement, Revolving Credit Loans pursuant to the Registrant will, unless Holders then holding a majority terms of the Registrable Securities otherwise agree, use its reasonable best efforts to modify any such “inherited” registration rights obligations so as not to interfere in any material respects with the rights provided under this Intercreditor Agreement. (c) In After the case beginning of an in-kind distribution of Shares pursuant to Section 2.17 of this Agreement with an ability to resale Shares off of a shelf registration statement, such in-kind transferees will, as transferee Holders, be entitled to the rights under this Agreement applicable to the Shares so transferred. In that regard, however, in-kind transferees will not be given demand or piggyback rights; rather their means of registered resale will be limited to sales off a shelf with respect to which no special actions are required by the Registrant or the other Holders, and as to which no lockup will arise. (d) In the event that the Registrant effects the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and any Holder will receive equity interests in any such NewCo as part of such separationDesignated Property Notice Period, the Registrant shall cause any such NewCo to enter into a registration rights agreement with each such Holder that provides each such Holder with registration rights vis-à-vis such NewCo that are substantially identical to those provisions set forth in this Agreement..Credit Agreement and Loan Documents allowing the Permitted Transfers shall terminate, until such time, if ever, as restored by the written election of the Administrative Agent.

Transfer Rights. (a) Each Principal Stockholder Where prior to the date hereof, an applicable counterparty to a REIT Space Lease, a Joint Venture Agreement or a Datacentre Agreement has not waived the applicable Transfer Right which may transferarise as a result of, in its sole discretionor has not consented to, the entering into and/or the consummation of the Arrangement and/or the other transactions contemplated by this Agreement and/or any assignment required by the Purchaser as a result thereof, the REIT shall, following the execution of this Agreement and subject to the delivery by the Purchaser of the information to be delivered pursuant to Section 4.13(b), promptly and diligently deliver such notices and other documents as are required to be delivered pursuant to the applicable Transfer Right, all or any portion of its rights under this Agreement to any Transferee of its Registrable Securities, whereupon such Transferees shall become a party to this Agreement. Any such Transfer of registration rights will be effective upon receipt in form and substance approved by the Registrant Purchaser and the REIT (such approvals not to be unreasonably withheld, conditioned or delayed). The Purchaser and the REIT shall each act reasonably to cause the delivery by the REIT of such notices and other documents as soon as practicable following the date hereof. The REIT shall take such other actions as may be required in order to comply with the terms of the Transfer Rights listed in Section 4.13 of the REIT Disclosure Letter (including making such offers as are required), all in form and substance satisfactory to the Purchaser and the REIT (such approvals not to be unreasonably withheld, conditioned or delayed). (b) The Purchaser agrees to provide the REIT with (i) written notice from such Principal Stockholder stating the name information set out in, and address of any Transferee and identifying the number of Registrable Securities with respect to which rights under this Agreement are being transferred and the nature of the rights so transferredin accordance with, Section 4.9(f), and (ii) a Joinder Agreement from promptly upon request of the REIT, such Person other information as is reasonably required (including without limitation, an allocated purchase price in respect of the real or immovable property subject to such Transfer Right, if not already provided pursuant to Section 4.9(f)) to enable the REIT (or applicable REIT Subsidiary) to deliver such notices and take such other actions as are required to be bound by delivered and/or taken in order to comply with the terms of this Agreement as a “Principal Stockholder” or “Other Holder,” as applicable. The Registrant and the transferring Principal Stockholder will notify the other Principal Stockholders as to who the Transferees are and the nature of the rights so transferred. (b) In the event the Registrant engages in a merger or consolidation in which the Registrable Securities are converted into securities of another Registrant, appropriate arrangements will be made so that the registration rights provided under this Agreement continue to be provided to Holders by the issuer of such securities. To the extent such new issuer, or any other company acquired by the Registrant in a merger or consolidation, was bound by registration rights obligations that would conflict with the provisions of this Agreement, the Registrant will, unless Holders then holding a majority of the Registrable Securities otherwise agree, use its reasonable best efforts to modify any such “inherited” registration rights obligations so as not to interfere in any material respects with the rights provided under this AgreementTransfer Rights. (c) In the case event a notice exercising a Transfer Right (including any Transfer Rights in the Datacentre Agreements) which would require the direct or indirect sale or other disposition of an in-kind distribution the real or immovable property or the equity interests of Shares pursuant any Person or other asset subject to Section 2.17 such Transfer Right is received by the REIT or any REIT Subsidiary from a Third Party (a “Transfer Right Notice”), the REIT shall provide the Purchaser with prompt written notice of this Agreement such exercise, together with an ability the Transfer Right Notice and all underlying documentation received by the REIT or the applicable REIT Subsidiary relating to resale Shares off of a shelf registration statementsame. The REIT shall, such in-kind transferees willand shall cause the applicable REIT Subsidiary to, as transferee Holders, be entitled respond to the rights under this Agreement applicable Transfer Right Notice in accordance with the reasonable directions of the Purchaser and on the basis of documents in form and substance satisfactory to the Shares so transferred. In that regardPurchaser, howeveracting reasonably, in-kind transferees will to the extent such directions and documents are consented to by the REIT (not to be given demand unreasonably withheld, conditioned or piggyback rights; rather delayed), and shall complete such transactions to be effected upon the exercise of such Transfer Rights in accordance with their means terms and on the basis of registered resale will be limited such approved documents as soon as possible prior to sales off a shelf with respect Closing, and otherwise take all reasonable actions in connection therewith as the Purchaser shall reasonably request, to which no special the extent such actions are required consented to by the Registrant REIT (not to be unreasonably withheld, conditioned or the other Holders, and as to which no lockup will arisedelayed). (d) In The REIT shall keep the event that Purchaser apprised of the Registrant effects the separation status of any portion consent or waiver sought from and any exercise of its business into one or more entities (eacha Transfer Right by any such counterparty and promptly forward any and all material correspondence with respect thereto to the Purchaser. The REIT shall promptly provide the Purchaser with all documents relating to the exercise of a Transfer Right and/or the completion of the transactions to be effected upon the exercise of a Transfer Right, and other documents and materials relating to a Transfer Right, a “NewCo”)REIT Space Lease, whether existing a Joint Venture Agreement or newly formed, including without limitation by way a Datacentre Agreement in the possession or control of spin-off, split-off, carve-out, demerger, recapitalization, reorganization the REIT or similar transaction, and any Holder will receive equity interests in any such NewCo a REIT Subsidiary as part of such separation, the Registrant shall cause any such NewCo Purchaser may reasonably request from time to enter into a registration rights agreement with each such Holder that provides each such Holder with registration rights vis-à-vis such NewCo that are substantially identical to those set forth in this Agreement..time.