Common use of Transferability of Stock Clause in Contracts

Transferability of Stock. (a) The Management Stockholder agrees that he or she will not transfer any shares of Stock at any time without the consent of the Investors; provided, however, that the Management Stockholder may transfer shares of Stock pursuant to one of the following exceptions: (i) transfers permitted by Sections 4 or 5; (ii) transfers permitted by clauses (II), (III) and (IV) of Section 2(a); (iii) a sale of shares of Common Stock pursuant to an effective registration statement under the Act filed by the Company upon the proper exercise of registration rights of such Management Stockholder under Section 8 (excluding any registration on Form X-0, X-0 or any successor or similar form); (iv) transfers permitted pursuant to the Sale Participation Agreement (as defined in Section 6(b)); (v) transfers permitted by the Board (the Board will give reasonable consideration in good faith to any specific requests to make transfers of Stock to the Management Stockholder’s spouse, children or personal corporation) or (vi) transfers to the Company or its designee (any such exception, a “Permitted Transfer”). (b) Notwithstanding anything to the contrary herein, Section 3(a) shall terminate and be of no further force or effect upon the occurrence of a Change in Control. (c) No transfer of any shares of Stock in violation hereof shall be made or recorded on the books of the Company and any such transfer shall be void ab initio and of no effect. (d) Notwithstanding anything to the contrary herein, the Company may, at any time and from time to time, waive the restrictions on transfers contained in Section 3(a), whether such waiver is made prior to or after the transferee has effected or committed to effect the transfer, or has notified the Investors of such transfer or commitment to transfer. Any transfers made pursuant to such waiver or which are later made subject to such a waiver shall, as of the date of the waiver and at all times thereafter, not be deemed to violate any applicable restrictions on transfers contained in this Agreement.

Transferability of Stock. (a) The Management Stockholder agrees that he or she will not transfer any shares of Stock at any time without during the consent period commencing on the date hereof and ending on the later to occur of (1) the fifth anniversary of the InvestorsClosing Date and (2) the consummation of an Initial Public Offering; provided, however, that during such period, the Management Stockholder may transfer shares of Stock pursuant to one of the following exceptions: (i) transfers permitted by Sections 4 or 5; (ii) transfers permitted by clauses (II2), (III3) and (IV4) of Section 2(a); (iii) a sale of shares of Common Stock pursuant to an effective registration statement under the Act filed by the Company upon the proper exercise of registration rights of such Management Stockholder under Section 8 (excluding any registration on Form X-0, X-0 or any successor or similar form); (iv) transfers permitted pursuant to the Sale Participation Agreement (as defined in Section 6(b))Agreement; (v) transfers permitted approved by the Board in writing (such approval being in the Board will give reasonable consideration in good faith to any specific requests to make transfers sole discretion of Stock to the Management Stockholder’s spouse, children or personal corporation) Board); or (vi) transfers to the Company or its designee (any such exception, a “Permitted Transfer”). (b) Notwithstanding anything to the contrary herein, Section 3(a) shall terminate and be of no further force or effect upon the occurrence of a Change in Control. (c) Notwithstanding anything to the contrary herein, no transfer of any shares of Stock shall be made unless such transfer complies with all applicable federal, state, and other foreign securities and other laws, and the Management Stockholder shall have provided evidence of such fact reasonably acceptable to the Company, including, without limitation, an opinion of counsel that no registration of such shares under federal or state or other applicable foreign securities laws and other laws is required in connection with such transfer and any other matters reasonably requested by the Company; provided that no such opinion shall be required to be provided to the Company in the case of a Permitted Transfer pursuant to clauses (i), (ii), (iii), (iv) or (vi) of Section 3(a). (d) No transfer of any shares of Stock in violation hereof shall be made or recorded on the books of the Company Company, and any such transfer shall be void ab initio and of no effect. (de) Notwithstanding anything to the contrary herein, the Company Parent may, at any time and from time to time, waive in writing the restrictions on transfers contained in Section 3(a), whether such waiver is made prior to or after the transferee has effected or committed to effect the transfer, or has notified the Investors of such transfer or commitment to transfer. Any transfers made pursuant to such waiver or which are later made subject to such a waiver shall, as of the date of the waiver and at all times thereafter, not be deemed to violate any applicable restrictions on transfers contained in this Agreement.

Transferability of Stock. (a) The Management Employee Stockholder agrees that he or she will not transfer any shares of Stock at any time without the consent of the Investors; provided, however, that the Management Employee Stockholder may transfer shares of Stock pursuant to one of the following exceptions: (i) transfers permitted by Sections 4 or 5; (ii) transfers permitted by clauses (II2), (III3) and (IV4) of Section 2(a); (iii) a sale of shares of Common Stock pursuant to an effective registration statement under the Act filed by the Company upon the proper exercise of registration rights of such Management Stockholder under Section 8 (excluding any registration on Form X-0, X-0 or any successor or similar form); (iv) transfers permitted pursuant to the Sale Participation Agreement (as defined in Section 6(b))Agreement; (viv) transfers permitted approved by the Board (the Board will give reasonable consideration in good faith to any specific requests to make transfers of Stock to the Management Stockholder’s spouse, children or personal corporation) writing; or (viv) transfers to the Company or its designee (any such exception, a “Permitted Transfer”). (b) Notwithstanding anything to the contrary herein, Section 3(a) shall terminate and be of no further force or effect upon the earlier of (i) the occurrence of a Change of Control and (ii) 180 days following the Initial Public Offering (such earlier date, the “Lapse Date”). For the avoidance of doubt, after the expiration of the time period specified in Control(i) and (ii) of Section 2(e), the Employee Stockholder shall be able to transfer shares of Stock without regard to the transfer restriction specified in Section 3(a). (c) No transfer of any shares of Stock in violation hereof shall be made or recorded on the books of the Company and any such transfer shall be void ab initio and of no effect. (d) Notwithstanding anything to the contrary herein, the Company may, at any time and from time to time, waive in writing the restrictions on transfers contained in Section 3(a), whether such waiver is made prior to or after the transferee has effected or committed to effect the transfer, or has notified the Investors of such transfer or commitment to transfer. Any transfers made pursuant to such waiver or which are later made subject to such a waiver shall, as of the date of the waiver and at all times thereafter, not be deemed to violate any applicable restrictions on transfers contained in this Agreement.

Transferability of Stock. (a) The Management Stockholder agrees that he or she will not transfer any shares of Stock at any time without the consent of the Investors; provided, however, that the Management Stockholder may transfer shares of Stock pursuant to one of the following exceptions: (i) transfers permitted by Sections 4 or 5; (ii) transfers permitted by clauses (II2), (III3) and (IV4) of Section 2(a); (iii) a sale of shares of Common Stock pursuant to an effective registration statement under the Act filed by the Company upon the proper exercise of registration rights of such Management Stockholder under Section 8 (excluding any registration on Form X-0, X-0 or any successor or similar form); (iv) transfers permitted pursuant to the Sale Participation Agreement (as defined in Section 6(b))Agreement; (v) transfers permitted approved by the Board (the Board will give reasonable consideration in good faith to any specific requests to make transfers of Stock to the Management Stockholder’s spouse, children or personal corporation) writing; or (vi) transfers to the Company or its designee (any such exception, a “Permitted Transfer”). (b) Notwithstanding anything to the contrary herein, Section 3(a) shall terminate and be of no further force or effect upon the earlier of (i) the occurrence of a Change of Control and (ii) 180 days following the Initial Public Offering (such earlier date, the “Lapse Date”). For the avoidance of doubt, after the expiration of the time period specified in Control(i) and (ii) of Section 2(e), the Management Stockholder shall be able to transfer shares of Stock without regard to the transfer restriction specified in Section 3(a). (c) No transfer of any shares of Stock in violation hereof shall be made or recorded on the books of the Company and any such transfer shall be void ab initio and of no effect. (d) Notwithstanding anything to the contrary herein, the Company may, at any time and from time to time, waive in writing the restrictions on transfers contained in Section 3(a), whether such waiver is made prior to or after the transferee has effected or committed to effect the transfer, or has notified the Investors of such transfer or commitment to transfer. Any transfers made pursuant to such waiver or which are later made subject to such a waiver shall, as of the date of the waiver and at all times thereafter, not be deemed to violate any applicable restrictions on transfers contained in this Agreement.

Transferability of Stock. (a) The Management Stockholder agrees that he or she will not transfer any shares of Stock at any time without the consent of the Investors; provided, however, that the Management Stockholder may transfer shares of Stock pursuant to one of the following exceptions: (i) transfers permitted by Sections 4 or 5; (ii) transfers permitted by clauses (II2), (III3) and (IV4) of Section 2(a); (iii) a sale of shares of Common Stock pursuant to an effective registration statement under the Act filed by the Company upon the proper exercise of registration rights of such Management Stockholder under Section 8 (excluding any registration on Form X-0, X-0 or any successor or similar form); (iv) transfers permitted pursuant to the Sale Participation Agreement (as defined in Section 6(b))Agreement; (v) transfers permitted approved by the Board (the Board will give reasonable consideration in good faith to any specific requests to make transfers of Stock to the Management Stockholder’s spouse, children or personal corporation) writing; or (vi) transfers to the Company Parent or its designee (any such exception, a “Permitted Transfer”). (b) Notwithstanding anything to the contrary herein, Section 3(a) shall terminate and be of no further force or effect upon the earlier of (i) the occurrence of a Change in ControlControl and (ii) such time following the consummation of an Initial Public Offering as the Investors and their Affiliates cease to own, directly or indirectly, at least 20% of the outstanding shares of Common Stock on a fully-diluted basis (such earlier date, the “Lapse Date”). (c) No transfer of any shares of Stock in violation hereof shall be made or recorded on the books of the Company and any such transfer shall be void ab initio and of no effect. (d) Notwithstanding anything to the contrary herein, the Company Parent may, at any time and from time to time, waive in writing the restrictions on transfers contained in Section 3(a), whether such waiver is made prior to or after the transferee has effected or committed to effect the transfer, or has notified the Investors of such transfer or commitment to transfer. Any transfers made pursuant to such waiver or which are later made subject to such a waiver shall, as of the date of the waiver and at all times thereafter, not be deemed to violate any applicable restrictions on transfers contained in this Agreement.

Transferability of Stock. (a) The Management Executive Stockholder agrees that he or she will not transfer any shares of Stock at any time without the consent of the Investors; provided, however, that the Management Executive Stockholder may transfer shares of Stock pursuant to one of the following exceptions: (i) transfers permitted by Sections 4 or 5; (ii) transfers permitted by clauses (II2), (III3) and (IV4) of Section 2(a); (iii) a sale of shares of Common Stock pursuant to an effective registration statement under the Act filed by the Company upon the proper exercise of registration rights of such Management Stockholder under Section 8 (excluding any registration on Form X-0, X-0 or any successor or similar form); (iv) transfers permitted pursuant to the Sale Participation Agreement (as defined in Section 6(b))Agreement; (viv) transfers permitted approved by the Board (the Board will give reasonable consideration in good faith to any specific requests to make transfers of Stock to the Management Stockholder’s spouse, children or personal corporation) writing; or (viv) transfers to the Company or its designee (any such exception, a “Permitted Transfer”). (b) Notwithstanding anything to the contrary herein, Section 3(a) all transfer restrictions contained herein shall terminate and be of no further force or effect upon the earlier of (i) the occurrence of a Change of Control and (ii) following an Initial Public Offering, the date on which the Sponsors have sold or otherwise disposed of at least eighty percent (80%) of the Common Stock owned, directly and indirectly, by the Sponsors, unless earlier waived by the Company (such earlier date, the “Lapse Date”). For the avoidance of doubt, after the expiration of the time period specified in Control(i) and (ii) of Section 2(e), the Executive Stockholder shall be able to transfer shares of Stock without regard to any transfer restriction contained herein. (c) No transfer of any shares of Stock in violation hereof shall be made or recorded on the books of the Company and any such transfer shall be void ab initio and of no effect. (d) Notwithstanding anything to the contrary herein, the Company may, at any time and from time to time, waive in writing the restrictions on transfers contained in Section 3(a), whether such waiver is made prior to or after the transferee has effected or committed to effect the transfer, or has notified the Investors of such transfer or commitment to transfer. Any transfers made pursuant to such waiver or which are later made subject to such a waiver shall, as of the date of the waiver and at all times thereafter, not be deemed to violate any applicable restrictions on transfers contained in this Agreement.

Transferability of Stock. (a) The Management Stockholder agrees that he or she will not transfer any shares of Stock at any time without during the consent period commencing on the date hereof and ending on the later to occur of (1) the fifth anniversary of the InvestorsEffective Date and (2) the consummation of an Initial Public Offering; provided, however, that during such period, the Management Stockholder may transfer shares of Stock pursuant to one of the following exceptions: (i) transfers permitted by Sections 4 or 5; (ii) transfers permitted by clauses clause (II2), (III3) and or (IV4) of Section 2(a); (iii) a sale of shares of Common Stock pursuant to an effective registration statement under the Act filed by the Company upon the proper exercise of registration rights of such Management Stockholder under Section 8 (excluding any registration on Form X-0, X-0 or any successor or similar form); (iv) transfers permitted pursuant to the Sale Participation Agreement (as defined in Section 6(b))Agreement; (v) transfers permitted approved by the Board in writing (such approval being in the Board will give reasonable consideration in good faith to any specific requests to make transfers sole discretion of Stock to the Management Stockholder’s spouse, children or personal corporation) Board); or (vi) transfers to the Company or its designee (any such exception, a “Permitted Peuiiitted Transfer”). (b) Notwithstanding anything to the contrary herein, Section 3(a) shall terminate and be of no further force or effect upon the occurrence of a Change in Control. (c) Notwithstanding anything to the contrary herein, no transfer of any shares of Stock shall be made unless such transfer complies with or is exempt from the registration requirements of the Act and all applicable state and foreign securities and other laws, and the Management Stockholder shall have provided an opinion of counsel reasonably acceptable to the Company that no registration of such shares under the Act or applicable state or foreign securities laws is required in connection with such transfer and any other matters reasonably requested by the Company; provided that no such opinion shall be required to be provided to the Company in the case of a Permitted Transfer pursuant to clauses (i), (ii), (iii), (iv) or (vi) of Section 3(a). (d) No transfer of any shares of Stock in violation hereof shall be made or recorded on the books of the Company Company, and any such transfer shall be void ab initio and of no effect. (de) Notwithstanding anything to the contrary herein, the Company Parent may, at any time and from time to time, waive in writing the restrictions on transfers contained in Section 3(a), whether such waiver is made prior to or after the transferee has effected or committed to effect the transfer, or has notified the Investors of such transfer or commitment to transfer. Any transfers made pursuant to such waiver or which are later made subject to such a waiver shall, as of the date of the waiver and at all times thereafter, not be deemed to violate any applicable restrictions on transfers contained in this Agreement.

Transferability of Stock. (a) The Management Advisor Stockholder agrees that he or she will not transfer any shares of Stock at any time without during the consent period commencing on the date hereof and ending on the later to occur of (1) the fifth anniversary of the InvestorsEffective Date and (2) the consummation of the Initial Public Offering; provided, however, that the Management Advisor Stockholder may transfer shares of Stock pursuant to one of the following exceptions: (i) transfers permitted by Sections 4 or 5; (ii) transfers permitted by clauses (II2), (III3) and (IV4) of Section 2(a); (iii) a sale of shares of Common Stock pursuant to an effective registration statement under the Act filed by the Company upon the proper exercise of registration rights of such Management Advisor Stockholder under Section 8 (excluding any registration on Form X-0, X-0 or any successor or similar form); (iv) transfers permitted pursuant to the Sale Participation Agreement (as defined in Section 6(b))Agreement; (v) transfers permitted approved by the Board in writing (such approval being in the Board will give reasonable consideration in good faith to any specific requests to make transfers sole discretion of Stock to the Management Stockholder’s spouse, children or personal corporation) Board); or (vi) transfers to the Company or its designee (any such exception, a “Permitted Transfer”). (b) Notwithstanding anything to the contrary herein, Section 3(a) shall terminate and be of no further force or effect upon the occurrence of a Change in Control. (c) Notwithstanding anything to the contrary herein, no transfer of any shares of Stock shall be made unless such transfer complies with all applicable federal, state, and other foreign securities and other laws, and the Management Stockholder shall have provided evidence of such fact reasonably acceptable to the Company, including, without limitation, an opinion of counsel that no registration of such shares under federal or state or other applicable foreign securities laws and other laws is required in connection with such transfer and any other matters reasonably requested by the Company; provided that no such opinion shall be required to be provided to the Company in the case of a Permitted Transfer pursuant to clauses (i), (ii), (iii), (iv), or (vi) of Section 3(a). (d) No transfer of any shares of Stock in violation hereof shall be made or recorded on the books of the Company Company, and any such transfer shall be void ab initio and of no effect. (de) Notwithstanding anything to the contrary herein, the Company Parent may, at any time and from time to time, waive in writing the restrictions on transfers contained in Section 3(a), whether such waiver is made prior to or after the transferee has effected or committed to effect the transfer, or has notified the Investors of such transfer or commitment to transfer. Any transfers made pursuant to such waiver or which are later made subject to such a waiver shall, as of the date of the waiver and at all times thereafter, not be deemed to violate any applicable restrictions on transfers contained in this Agreement.

Transferability of Stock. (a) The Management Stockholder agrees that he or she will not transfer any shares of Stock at any time without during the consent period commencing on the date hereof and ending on the fifth anniversary of the InvestorsClosing Date; provided, however, that during such period, the Management Stockholder may transfer shares of Stock during such time pursuant to one of the following exceptions: (i) transfers permitted by Sections 4 5 or 56; (ii) transfers permitted by clauses (II2), (III3) and (IV4) of Section 2(a); (iii) a sale of shares of Common Stock pursuant to an effective registration statement under the Act filed by the Company upon the proper exercise of registration rights rights, if any, of such Management Stockholder under Section 8 9 (excluding any registration on Form X-0, X-0 or any successor or similar form); (iv) transfers permitted pursuant to the Sale Participation Agreement (as defined in Section 6(b7(b)); (v) transfers permitted by the Board (the Board will give reasonable consideration in good faith to any specific requests to make transfers of Stock to the Management Stockholder’s spouse, children or personal corporation) or (vi) transfers to the Company Parent or its designee (any such exception, a “Permitted Transfer”). In addition, during the period commencing on the fifth anniversary of the Closing Date through the earlier of a Change of Control or consummation of a Qualified Public Offering, the Management Stockholder may only transfer shares of Stock in compliance with Section 4. (b) Notwithstanding anything to the contrary herein, (i) Section 3(a) shall terminate and be of no further force or effect upon the occurrence of a Change in ControlControl and (ii) upon the occurrence of any sale or other disposition of any percentage of limited partnership units of Parent held by the Sponsors or their Affiliates who are limited partners of Parent, the restrictions on transfer of shares of Common Stock contained in Section 3(a) shall cease to be of any further force or effect with respect to the percentage of shares of vested Common Stock held by the Management Stockholder Entities equal to the quotient of the number of limited partnership units of Parent sold or disposed of by the Sponsors or such Affiliates in such transaction divided by the aggregate number of Limited Partnership Units owned by the Sponsors or such Affiliates prior to such transaction, and for the avoidance of doubt, such transfer restrictions shall continue to apply to the remaining shares of Common Stock held by the Management Stockholder Entities and to all unvested shares of Restricted Stock. (c) No shares of Restricted Stock may be transferred by the Management Stockholder until such shares have vested pursuant to the terms of the Restricted Stock Agreement and the Option Plan, and then such shares may only be transferred in compliance with the other provisions of this Agreement. (d) No transfer of any such shares of Stock in violation hereof shall be made or recorded on the books of the Company and any such transfer shall be void ab initio and of no effect. (de) Notwithstanding anything to the contrary herein, the Company Parent may, at any time and from time to time, waive the restrictions on transfers contained in Section 3(a), whether such waiver is made prior to or after the transferee has effected or committed to effect the transfer, or has notified the Investors Parent of such transfer or commitment to transfer. Any transfers made pursuant to such waiver or which are later made subject to such a waiver shall, as of the date of the waiver and at all times thereafter, not be deemed to violate any applicable restrictions on transfers contained in this Agreement.

Transferability of Stock. (a) The Management RPM Stockholder agrees that he or she will not transfer any shares of Stock at any time without the consent of the Investors; provided, however, that the Management RPM Stockholder may transfer shares of Stock pursuant to one of the following exceptions: (i) transfers permitted by Sections 4 or 5; (ii) transfers permitted by clauses (II2), (III3) and (IV4) of Section 2(a); (iii) a sale of shares of Common Stock pursuant to an effective registration statement under the Act filed by the Company upon the proper exercise of registration rights of such Management Stockholder under Section 8 (excluding any registration on Form X-0, X-0 or any successor or similar form); (iv) transfers permitted pursuant to the Sale Participation Agreement (as defined in Section 6(b))Agreement; (viv) transfers permitted approved by the Board (the Board will give reasonable consideration in good faith to any specific requests to make transfers of Stock to the Management Stockholder’s spouse, children or personal corporation) writing; or (viv) transfers to the Company or its designee (any such exception, a “Permitted Transfer”). (b) Notwithstanding anything to the contrary herein, Section 3(a) shall terminate and be of no further force or effect upon the earlier of (i) the occurrence of a Change of Control and (ii) 180 days following the Initial Public Offering (such earlier date, the “Lapse Date”). For the avoidance of doubt, after the expiration of the time period specified in Control(i) and (ii) of Section 2(e), the RPM Stockholder shall be able to transfer shares of Stock without regard to the transfer restriction specified in Section 3(a). (c) No transfer of any shares of Stock in violation hereof shall be made or recorded on the books of the Company and any such transfer shall be void ab initio and of no effect. (d) Notwithstanding anything to the contrary herein, the Company may, at any time and from time to time, waive in writing the restrictions on transfers contained in Section 3(a), whether such waiver is made prior to or after the transferee has effected or committed to effect the transfer, or has notified the Investors of such transfer or commitment to transfer. Any transfers made pursuant to such waiver or which are later made subject to such a waiver shall, as of the date of the waiver and at all times thereafter, not be deemed to violate any applicable restrictions on transfers contained in this Agreement.

Transferability of Stock. (a) The Management Stockholder agrees that he or she will not transfer any shares of Stock at any time without the consent of the Investors; provided, however, that the Management Stockholder may transfer shares of Stock pursuant to one of the following exceptions: (i) transfers permitted by Sections 4 or 5; (ii) transfers permitted by clauses (II), (III) and (IV) of Section 2(a); (iii) a sale of shares of Common Stock pursuant to an effective registration statement under the Act filed by the Company upon the proper exercise of registration rights of such Management Stockholder under Section 8 (excluding any registration on Form X-0, X-0 or any successor or similar form); (iv) transfers permitted pursuant to the Sale Participation Agreement (as defined in Section 6(b)); (v) transfers permitted by the Board (the Board will give reasonable consideration in good faith to any specific requests to make transfers of Stock to the Management Stockholder’s spouse, children or personal corporation) or (vi) transfers to the Company or its designee (any such exception, a “Permitted Transfer”). (b) Notwithstanding anything to the contrary herein, Section 3(a) shall terminate and be of no further force or effect upon the occurrence of a Change in Control. (c) No transfer of any shares of Stock in violation hereof shall be made or recorded on the books of the Company and any such transfer shall be void ab initio and of no effect. (d) Notwithstanding anything to the contrary herein, the Company may, at any time and from time to time, waive the restrictions on transfers contained in Section 3(a), whether such waiver is made prior to or after the transferee has effected or committed to effect the transfer, or has notified the Investors of such transfer or commitment to transfer. Any transfers made pursuant to such waiver or which are later made subject to such a waiver shall, as of the date of the waiver and at all times thereafter, not be deemed to violate any applicable restrictions on transfers contained in this Agreement.

Transferability of Stock. (a) The Management Executive Stockholder agrees that he or she will not transfer any shares of Stock at any time without the consent of the Investors; provided, however, that the Management Executive Stockholder may transfer shares of Stock pursuant to one of the following exceptions: (i) transfers permitted by Sections 4 or 5; (ii) transfers permitted by clauses (II2), (III3) and (IV4) of Section 2(a); (iii) a sale of shares of Common Stock pursuant to an effective registration statement under the Act filed by the Company upon the proper exercise of registration rights of such Management Stockholder under Section 8 (excluding any registration on Form X-0, X-0 or any successor or similar form); (iv) transfers permitted pursuant to the Sale Participation Agreement (as defined in Section 6(b))Agreement; (viv) transfers permitted approved by the Board (the Board will give reasonable consideration in good faith to any specific requests to make transfers of Stock to the Management Stockholder’s spouse, children or personal corporation) writing; or (viv) transfers to the Company or its designee (any such exception, a “Permitted Transfer”). (b) Notwithstanding anything to the contrary herein, Section 3(a) shall terminate and be of no further force or effect upon the earlier of (i) the occurrence of a Change of Control and (ii) following an Initial Public Offering, the date on which the Sponsors have sold or otherwise disposed of at least eighty percent (80%) of the Common Stock owned, directly and indirectly, by the Sponsors, unless earlier waived by the Company (such earlier date, the “Lapse Date”). For the avoidance of doubt, after the expiration of the time period specified in Control(i) and (ii) of Section 2(e), the Executive Stockholder shall be able to transfer shares of Stock without regard to the transfer restriction specified in Section 3(a). (c) No transfer of any shares of Stock in violation hereof shall be made or recorded on the books of the Company and any such transfer shall be void ab initio and of no effect. (d) Notwithstanding anything to the contrary herein, the Company may, at any time and from time to time, waive in writing the restrictions on transfers contained in Section 3(a), whether such waiver is made prior to or after the transferee has effected or committed to effect the transfer, or has notified the Investors of such transfer or commitment to transfer. Any transfers made pursuant to such waiver or which are later made subject to such a waiver shall, as of the date of the waiver and at all times thereafter, not be deemed to violate any applicable restrictions on transfers contained in this Agreement.

Transferability of Stock. (a) The Management Stockholder agrees that he or she will not transfer any shares of Stock at any time without the consent of the Investors; provided, however, that the Management Stockholder may transfer shares of Stock pursuant to one of the following exceptions: (i) transfers permitted by Sections 4 or 5; (ii) transfers permitted by clauses (II), (III) and (IV) of Section 2(a); (iii) a sale of shares of Common Stock pursuant to an effective registration statement under the Act filed by the Company upon the proper exercise of registration rights of such Management Stockholder under Section 8 (excluding any registration on Form X-0, X-0 or any successor or similar form); (iv) transfers permitted pursuant to the Sale Participation Agreement (as defined in Section 6(b)Agreement); (v) transfers permitted by the Board (the Board will give reasonable consideration in good faith to any specific requests to make transfers of Stock to the Management Stockholder’s spouse, children or personal corporation) or (vi) transfers to the Company or its designee (any such exception, a “Permitted Transfer”). (b) Notwithstanding anything to the contrary herein, Section 3(a) shall terminate and be of no further force or effect upon the occurrence of a Change in Control. (c) No transfer of any shares of Stock in violation hereof shall be made or recorded on the books of the Company and any such transfer shall be void ab initio and of no effect. (d) Notwithstanding anything to the contrary herein, the Company may, at any time and from time to time, waive the restrictions on transfers contained in Section 3(a), whether such waiver is made prior to or after the transferee has effected or committed to effect the transfer, or has notified the Investors of such transfer or commitment to transfer. Any transfers made pursuant to such waiver or which are later made subject to such a waiver shall, as of the date of the waiver and at all times thereafter, not be deemed to violate any applicable restrictions on transfers contained in this Agreement.

Transferability of Stock. (a) The Management Stockholder agrees that he or she will not transfer any shares of Stock at any time without during the consent period commencing on the Effective Date and ending on the later to occur of (1) the fifth anniversary of the InvestorsClosing Date and (2) a Change of Control; provided, however, that during such period, the Management Stockholder may may, subject to the terms of the Award Agreement, transfer shares of Stock pursuant to one of the following exceptions: (i1) transfers permitted by Sections 4 or 5; (ii1) transfers permitted by clauses clause (II), 2) or (III) and (IV3) of Section 2(a); (iii1) a sale of shares of Common Stock pursuant to an effective registration statement under the Act filed by the Company upon the proper exercise of registration rights of such Management Stockholder under Section 8 (excluding any registration on Form X-0, X-0 or any successor or similar form); (iv1) transfers permitted pursuant to the Sale Participation Agreement (as defined in Section 6(b)); (v) transfers permitted approved by the Board in writing (such approval being in the Board will give reasonable consideration in good faith to any specific requests to make transfers sole discretion of Stock to the Management Stockholder’s spouse, children or personal corporation) Board); or (vi1) transfers to the Company or its designee (any such exception, a “Permitted Transfer”). (b) Notwithstanding anything to the contrary herein, Section 3(a) shall terminate and be of no further force or effect upon the occurrence of a Change in of Control. (c) Notwithstanding anything to the contrary herein, no transfer of any shares of Stock shall be made unless such transfer complies with or is exempt from the registration requirements of the Act and all applicable state and foreign securities and other laws, and, upon the reasonable request of the Company, the Stockholder shall have provided an opinion of counsel reasonably acceptable to the Company that no registration of such shares under the Act or applicable state or foreign securities laws is required in connection with such transfer and any other matters reasonably requested by the Company; provided that no such opinion shall be required to be provided to the Company in the case of a Permitted Transfer pursuant to clauses (i), (ii), (iii),or (v) of Section 3(a). (d) No transfer of any shares of Stock in violation hereof shall be made or recorded on the books of the Company Company, and any such transfer shall be void ab initio and of no effect. (de) Notwithstanding anything to the contrary herein, the Company Parent may, at any time and from time to time, waive in writing the restrictions on transfers contained in Section 3(a), whether such waiver is made prior to or after the transferee has effected or committed to effect the transfer, or has notified the Investors of such transfer or commitment to transfer. Any transfers made pursuant to such waiver or which are later made subject to such a waiver shall, as of the date of the waiver and at all times thereafter, not be deemed to violate any applicable restrictions on transfers contained in this Agreement.