Common use of Transfer to Related Transferees Clause in Contracts

Transfer to Related Transferees. Notwithstanding anything to the contrary contained in this Section 2, the Management Investor may Transfer the Management Investor’s Common Stock without restriction to the Management Investor’s Related Transferees (as defined below); provided that each such Related Transferee shall first (i) execute a written consent in form and substance satisfactory to the Company to be bound by all of the provisions of this Agreement and (ii) give a duplicate original of such consent to the Company. The “Related Transferee” of the Management Investor shall consist of the Management Investor’s spouse, the Management Investor’s adult lineal descendants, the adult spouses of such lineal descendants, trusts solely for the benefit of the Management Investor’s spouse or the Management Investor’s minor or adult lineal descendants and, in the event of death, the Management Investor’s personal representatives (in their capacities as such), estate and named beneficiaries. In the event of any transfer by the Management Investor to his Related Transferees of all or any part of the Management Investor’s Common Stock (or in the event of any subsequent transfer by any such Related Transferee to another Related Transferee of the Management Investor), such Related Transferees shall receive and hold said Common Stock subject to the terms of this Agreement and the rights and obligations hereunder of the Management Investor from whom such Common Stock was originally transferred as though said Common Stock was still owned by the Management Investor, and such Related Transferees shall be deemed Management Investors for the purposes of this Agreement. There shall be no further transfer of such Common Stock by a Related Transferee except between and among such Related Transferee, the Management Investor to whom such Related Transferee is related and the other Related Transferees of the Management Investor, or except as permitted by this Agreement.

Transfer to Related Transferees. Notwithstanding anything to the contrary contained in Section 1(f) and this Section 2, the Management Investor may Transfer the Management Investor’s shares of Common Stock without restriction to the Management Investor’s Related Transferees (as defined below)Transferees; provided that each such Related Transferee shall first (i) execute a written consent in form and substance satisfactory to the Company to be bound by all of the provisions of this Agreement and (ii) give a duplicate original of such consent to the Company. The “Related TransfereeTransferees” of the Management Investor shall consist of the Management Investor’s his spouse, the Management Investor’s his adult lineal descendants, the adult spouses of such lineal descendants, trusts solely for the benefit of the Management Investor’s spouse or the Management Investor’s his minor or adult lineal descendants and, in the event of death, the Management Investor’s his personal representatives (in their capacities as such), estate and named beneficiaries. In the event of any transfer Transfer by the Management Investor to his Related Transferees of all or any part of the Management Investor’s shares of Common Stock owned by him (or in the event of any subsequent transfer Transfer of such shares by any such Related Transferee to another Related Transferee of the Management Investor), such Related Transferees shall receive and hold said Common Stock subject to (and shall be bound by) the terms of this Agreement and the rights and obligations hereunder of the Management Investor Investor, from whom such Common Stock was originally transferred transferred, as though said Common Stock was still owned by the Management Investor, and such Related Transferees shall be deemed treated as if they were the Management Investors Investor for the purposes of their stock-related rights and obligations under this Agreement. There shall be no further transfer Transfer of such Common Stock by a Related Transferee except between and among such Related Transferee, the Management Investor to whom such Related Transferee is related and the other Related Transferees of the Management Investor, or except as may otherwise be permitted by this Agreement.

Transfer to Related Transferees. Notwithstanding anything to the contrary contained in clauses (a) through (c) of this Section 23, the Management Investor may Transfer transfer the Management Investor’s 's Common Stock without restriction to the Management Investor’s 's Related Transferees (as defined below); ) provided that each such Related Transferee shall first (i) execute a written consent in form and substance satisfactory to the Company to be bound by all of the provisions of this Agreement and (ii) give a duplicate original of such consent to the Company. The “"Related Transferee” " of the Management Investor shall consist of the Management Investor’s 's spouse, the Management Investor’s 's adult lineal descendants, the adult spouses of such lineal descendants, trusts solely for the benefit of the Management Investor’s 's spouse or the Management Investor’s 's minor or adult lineal descendants and, in the event of death, the Management Investor’s 's personal representatives (in their capacities as such), estate and named beneficiaries. In the event of any transfer by the Management Investor to his Related Transferees of all or any part of the Management Investor’s 's Common Stock (or in the event of any subsequent transfer by any such Related Transferee to another Related Transferee of the Management Investor), such Related Transferees shall receive and hold said Common Stock subject to the terms of this Agreement and the rights and obligations hereunder of the Management Investor from whom such Common Stock was originally transferred as though said Common Stock was still owned by the Management Investor, and such Related Transferees shall be deemed Management Investors for the purposes of this AgreementAgreement (except as stated in Sections 13(b) and (c) hereof). There shall be no further transfer of such Common Stock by a Related Transferee except between and among such Related Transferee, the Management Investor to whom such Related Transferee is related and the other Related Transferees of the Management Investor, or except as permitted by this Agreement.

Transfer to Related Transferees. Notwithstanding anything to the contrary contained in clauses (a) through (c) of this Section 23, the Management Investor or any other Holder may Transfer the Management Investor’s Common Stock transfer Covered Shares without restriction to the Management Investor’s 's Related Transferees (as defined below); ) provided that each such Related Transferee shall first (i) execute a written consent in form and substance satisfactory to the Company and GEI to be bound by all of the provisions of this Agreement and (ii) give a duplicate original of such consent to the CompanyCompany and GEI. The “"Related Transferee” Transferees" of the Management Investor shall consist of the Management Investor’s 's spouse, the Management Investor’s 's adult lineal descendants, the adult spouses of such lineal descendants, trusts solely for the benefit of the Management Investor’s 's spouse or the Management Investor’s 's minor or adult lineal descendants and, in the event of death, the Management Investor’s 's personal representatives (in their capacities as such), estate and named beneficiaries. In the event of any transfer by the Management Investor to his Related Transferees of all or any part of the Management Investor’s Common Stock Covered Shares (or in the event of any subsequent transfer by any such Related Transferee to another Related Transferee of the Management Investor), such Related Transferees shall receive and hold said Common Stock Covered Shares subject to and be bound by the terms of this Agreement and the rights and obligations hereunder of the Management Investor from whom such Common Stock was originally transferred as though said Common Stock was still owned by the Management Investor, and such Related Transferees shall be deemed Management Investors for the purposes of this Agreement. There shall be no further transfer of such Common Stock Covered Shares by a Related Transferee except between and among such Related Transferee, the Management Investor to whom such Related Transferee is related and the other Related Transferees of the Management Investor, or except as permitted by this Agreement.

Transfer to Related Transferees. Notwithstanding anything to the contrary contained in this Section 23, the Management Investor may Transfer the Management Investor’s Common Stock without restriction to the Management Investor’s Related Transferees (as defined below)Transferees; provided that each such Related Transferee shall first (i) execute a written consent in form and substance satisfactory to the Company to be bound by all of the provisions of this Agreement and (ii) give a duplicate original of such consent to the Company. The “Related Transferee” of the Management Investor shall consist of the Management Investor’s spouse, the Management Investor’s adult lineal descendants, the adult spouses of such lineal descendants, trusts solely for the benefit of the Management Investor’s spouse or the Management Investor’s minor or adult lineal descendants and, in the event of death, the Management Investor’s personal representatives (in their capacities as such), estate and named beneficiaries. In the event of any transfer Transfer by the Management Investor to his its Related Transferees of all or any part of the Management Investor’s Common Stock (or in the event of any subsequent transfer Transfer by any such Related Transferee to another Related Transferee of the Management Investor), such Related Transferees shall receive and hold said Common Stock subject to the terms of this Agreement and the rights and obligations hereunder of the Management Investor from whom such Common Stock was originally transferred as though said Common Stock was still owned by the Management Investor, and such Related Transferees shall be deemed Management Investors for the purposes of this Agreement. There shall be no further transfer Transfer of such Common Stock by a Related Transferee except between and among such Related Transferee, the Management Investor to whom such Related Transferee is related and the other Related Transferees of the Management Investor, or except as permitted by this Agreement.

Transfer to Related Transferees. Notwithstanding anything to the contrary contained in this Section 24, the Management Investor Participant may Transfer the Management Investor’s Common Stock Applicable Shares without restriction to the Management InvestorParticipant’s Related Transferees (as defined below)Transferees; provided that each such Related Transferee shall first (i) execute a written consent in form and substance satisfactory to the Company to be bound by all of the provisions of this Agreement and (ii) give a duplicate original of such consent to the Company. The “Related TransfereeTransferees” of the Management Investor Participant shall consist of the Management InvestorParticipant’s spouse, the Management InvestorParticipant’s adult lineal descendants, the adult spouses of such lineal descendants, trusts solely for the benefit of the Management InvestorParticipant’s spouse or the Management InvestorParticipant’s minor or adult lineal descendants and, in the event of death, the Management InvestorParticipant’s personal representatives (in their capacities as such), estate and named beneficiaries. In the event of any transfer Transfer by the Management Investor Participant to his the Participant’s Related Transferees of all or any part of the Management Investor’s Common Stock Applicable Shares owned by the Participant (or in the event of any subsequent transfer Transfer of such shares by any such Related Transferee to another Related Transferee of the Management InvestorParticipant), such Related Transferees shall receive and hold said Common Stock Applicable Shares subject to (and shall be bound by) the terms of this Agreement and the rights and obligations hereunder of the Management Investor Participant, from whom such Common Stock was Applicable Shares were originally transferred transferred, as though said Common Stock was Applicable Shares were still owned by the Management InvestorParticipant, and such Related Transferees shall be deemed Management Investors treated as if they were the Participant for the purposes of their stock-related rights and obligations under this Agreement. There shall be no further transfer Transfer of such Common Stock Applicable Shares by a Related Transferee except between and among such Related Transferee, the Management Investor to whom such Related Transferee is related Participant and the other Related Transferees of the Management InvestorParticipant, or except as may otherwise be permitted by this Agreement.

Transfer to Related Transferees. Notwithstanding anything to the contrary contained in this Section 23, the Management Investor may Transfer the Management Investor’s Common Stock without restriction to the Management Investor’s Related Transferees (as defined below)Transferees; provided that each such Related Transferee shall first (i) execute a written consent in form and substance satisfactory to the Company to be bound by all of the provisions of this Agreement and (ii) give a duplicate original of such consent to the Company. The “Related Transferee” of the Management Investor shall consist of the Management Investor’s spouse, the Management Investor’s adult lineal descendants, the adult spouses of such lineal descendants, trusts solely for the benefit of the Management Investor’s spouse or the Management Investor’s minor or adult lineal descendants and, in the event of death, the Management Investor’s personal representatives (in their capacities as such), estate and named beneficiaries. In the event of any transfer Transfer by the Management Investor to his its Related Transferees of all or any part of the Management Investor’s Common Stock (or in the event of any subsequent transfer Transfer by any such Related Transferee to another Related Transferee of the Management Investor), such Related Transferees shall receive and hold said Common Stock subject to the terms of this Agreement and the rights and obligations hereunder of the Management Management. Investor from whom such Common Stock was originally transferred as though said Common Stock was still owned by the Management Investor, and such Related Transferees shall be deemed Management Investors for the purposes of this Agreement. There shall be no further transfer Transfer of such Common Stock by a Related Transferee except between and among such Related Transferee, the Management Investor to whom such Related Transferee is related and the other Related Transferees of the Management Investor, or except as permitted by this Agreement.

Transfer to Related Transferees. Notwithstanding anything to the contrary contained in this Section 23, the Management Investor Xxxxx may Transfer the Management Investor’s shares of Common Stock without restriction to the Management Investor’s Xxxxx’x Related Transferees (as defined below)Transferees; provided that each such Related Transferee shall first (i) execute a written consent in form and substance satisfactory to the Company Parent to be bound by all of the provisions of this Agreement and (ii) give a duplicate original of such consent to the CompanyParent. The “Related TransfereeTransferees” of the Management Investor Xxxxx shall consist of the Management Investor’s his spouse, the Management Investor’s his adult lineal descendants, the adult spouses of such lineal descendants, trusts solely for the benefit of the Management Investor’s Xxxxx’x spouse or the Management Investor’s his minor or adult lineal descendants and, in the event of death, the Management Investor’s his personal representatives (in their capacities as such), estate and named beneficiariesbeneficiaries and any entity with respect to which Xxxxx or Xxxxxx Xxxxxxx is the direct or indirect “beneficial owner” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended from time to time) of securities representing at least 51% of the combined voting power of the entity’s then outstanding securities. In the event of any transfer Transfer by the Management Investor Xxxxx to his Related Transferees of all or any part of the Management Investor’s shares of Common Stock owned by him (or in the event of any subsequent transfer Transfer of such shares by any such Related Transferee to another Related Transferee of the Management InvestorXxxxx), such Related Transferees shall receive and hold said Common Stock subject to (and shall be bound by) the terms of this Agreement and the rights and obligations hereunder of the Management Investor Xxxxx, from whom such Common Stock was originally transferred transferred, as though said Common Stock was still owned by the Management InvestorXxxxx, and such Related Transferees shall be deemed Management Investors treated as if they were Xxxxx for the purposes of their stock-related rights and obligations under this Agreement. There shall be no further transfer Transfer of such Common Stock by a Related Transferee except between and among such Related Transferee, the Management Investor to whom such Related Transferee is related Xxxxx and the other Related Transferees of the Management InvestorXxxxx, or except as may otherwise be permitted by this Agreement.

Transfer to Related Transferees. Notwithstanding anything to the contrary contained in this Section 2, the Management Investor may Transfer the Management Investor’s Common Stock without restriction to the Management Investor’s Related Transferees (as defined below); provided that each such Related Transferee shall first (i) execute a written consent in form and substance satisfactory to the Company to be bound by all of the provisions of this Agreement and (ii) give a duplicate original of such consent to the Company. The “Related Transferee” of the Management Investor shall consist of the Management Investor’s spouse, the Management Investor’s adult lineal descendants, the adult spouses of such lineal descendants, trusts solely for the benefit of the Management Investor’s spouse or the Management Investor’s minor or adult lineal descendants and, in the event of death, the Management Investor’s personal representatives (in their capacities as such), estate and named beneficiaries. In the event of any transfer by the Management Investor to his her Related Transferees of all or any part of the Management Investor’s Common Stock (or in the event of any subsequent transfer by any such Related Transferee to another Related Transferee of the Management Investor), such Related Transferees shall receive and hold said Common Stock subject to the terms of this Agreement and the rights and obligations hereunder of the Management Investor from whom such Common Stock was originally transferred as though said Common Stock was still owned by the Management Investor, and such Related Transferees shall be deemed Management Investors for the purposes of this Agreement. There shall be no further transfer of such Common Stock by a Related Transferee except between and among such Related Transferee, the Management Investor to whom such Related Transferee is related and the other Related Transferees of the Management Investor, or except as permitted by this Agreement.

Transfer to Related Transferees. Notwithstanding anything to the contrary contained in this Section 23, the Management Investor may Transfer the Management Investor’s shares of Common Stock without restriction to the Management Investor’s Related Transferees (as defined below)Transferees; provided that each such Related Transferee shall first (i) execute a written consent in form and substance satisfactory to the Company to be bound by all of the provisions of this Agreement and (ii) give a duplicate original of such consent to the Company. The “Related TransfereeTransferees” of the Management Investor shall consist of the Management Investor’s his spouse, the Management Investor’s his adult lineal descendants, the adult spouses of such lineal descendants, trusts solely for the benefit of the Management Investor’s spouse or the Management Investor’s his minor or adult lineal descendants and, in the event of death, the Management Investor’s his personal representatives (in their capacities as such), estate and named beneficiaries. In the event of any transfer Transfer by the Management Investor to his Related Transferees of all or any part of the Management Investor’s shares of Common Stock owned by him (or in the event of any subsequent transfer Transfer of such shares by any such Related Transferee to another Related Transferee of the Management Investor), such Related Transferees shall receive and hold said Common Stock subject to (and shall be bound by) the terms of this Agreement and the rights and obligations hereunder of the Management Investor Investor, from whom such Common Stock was originally transferred transferred, as though said Common Stock was still owned by the Management Investor, and such Related Transferees shall be deemed treated as if they were Management Investors Investor for the purposes of their stock-related rights and obligations under this Agreement. There shall be no further transfer Transfer of such Common Stock by a Related Transferee except between and among such Related Transferee, the Management Investor to whom such Related Transferee is related and the other Related Transferees of the Management Investor, or except as may otherwise be permitted by this Agreement.