Common use of Transferability of Stock Clause in Contracts

Transferability of Stock. The Management Stockholder agrees that he will not transfer any shares of the Stock at any time during the period commencing on the Effective Date and ending on the earliest to occur (the date of such event, the “Lapse Date”) of (i) the seventh anniversary of the Closing Date, (ii) the date of consummation of a Qualified Public Offering and (iii) a Change in Control; provided, however, that the Management Stockholder may transfer shares of Stock during such time pursuant to one of the following exceptions: (a) transfers permitted by Section 5 or 6; (b) transfers permitted by clauses (y) and (z) of Section 2(a); (c) a sale of shares of Common Stock pursuant to an effective registration statement under the Act filed by the Company, including without limitation a sale pursuant to Section 9 (excluding any registration on Form X-0, X-0 or any successor or similar form); (d) transfers permitted pursuant to the Sale Participation Agreement (as defined in Section 7); (e) transfers to Cypress and its Affiliates or (f) other transfers permitted by the Board in its sole discretion. No transfer of any such shares 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.

Transferability of Stock. The Management Stockholder agrees that he will not transfer any shares of the Existing Stock at any time during the period commencing on the Effective Date and ending on Initial Investment date prior to the earliest to occur (the date of such event, the “Lapse Date”) of (i) the seventh fifth anniversary of the Closing Initial Date and that he will not transfer any Shares of the New Stock at any time commencing on the Investment Date and prior to the fifth anniversary of the Investment Date, (ii) the date of consummation of a Qualified Public Offering and (iii) a Change in Control; provided, however, that that, subject to compliance with Section 2(a), the Management Stockholder may transfer shares of the Stock during such applicable time pursuant to one of the following exceptions: (a) transfers permitted by Section 5 or 6; (b) transfers permitted by clauses (y) and (z) of Section 2(a); (b) transfers made pursuant to Sections 5 or 6; (c) a sale of shares of Common Stock pursuant to an effective registration statement under the Act filed by the Company, including without limitation a sale pursuant to Section 9 Company (excluding any registration on Form X-0, X-0 or any successor or similar form); forms) pursuant to Section 10 of this Agreement or (d) transfers permitted pursuant to the Amended and Restated Sale Participation Agreement (entered into by and between the Management Stockholder and the KKR Fund as defined in Section 7); (e) transfers to Cypress and its Affiliates or (f) other transfers permitted by the Board in its sole discretionof October 15, 2004. No transfer of any such shares 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. Notwithstanding anything in this Agreement to the contrary, this Section 3 shall terminate and be of no further force or effect upon the occurrence of a Change of Control.

Transferability of Stock. The Management Stockholder agrees that he will not transfer any shares of the Existing Stock at any time during the period commencing on the Effective Date and ending on Initial Investment date prior to the earliest to occur (the date of such event, the “Lapse Date”) of (i) the seventh fifth anniversary of the Closing Initial Date and that he will not transfer any Shares of the New Stock at any time commencing on the Investment Date and prior to the fifth anniversary of the Investment Date, (ii) the date of consummation of a Qualified Public Offering and (iii) a Change in Control; provided, however, that that, subject to compliance with Section 2(a), the Management Stockholder may transfer shares of the Stock during such applicable time pursuant to one of the following exceptions: (a) transfers permitted by Section 5 or 6; (b) transfers permitted by clauses (y) and (z) of Section 2(a); (b) transfers made pursuant to Sections 5 or 6; (c) a sale of shares of Common Stock pursuant to an effective registration statement under the Act filed by the Company, including without limitation a sale pursuant to Section 9 Company (excluding any registration on Form X-0, X-0 or any successor or similar form); forms) pursuant to Section 10 of this Agreement or (d) transfers permitted pursuant to the Amended and Restated Sale Participation Agreement (entered into by and between the Management Stockholder and the KKR Fund as defined in Section 7); (e) transfers to Cypress and its Affiliates or (f) other transfers permitted by the Board in its sole discretionof October , 2004. No transfer of any such shares 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. Notwithstanding anything in this Agreement to the contrary, this Section 3 shall terminate and be of no further force or effect upon the occurrence of a Change of Control.

Transferability of Stock. The Management Stockholder agrees that he will not transfer any shares of the Stock at any time during the period commencing on the Effective Date and ending on the earliest to occur (the date of such event, the “"Lapse Date”") of (i) the seventh anniversary of the Closing Date, (ii) the date of consummation of a Qualified Public Offering and (iii) a Change in Control; provided, however, that the Management Stockholder may transfer shares of Stock during such time pursuant to one of the following exceptions: (a) transfers permitted by Section 5 or 6; (b) transfers permitted by clauses (y) and (z) of Section 2(a); (c) a sale of shares of Common Stock pursuant to an effective registration statement under the Act filed by the Company, including without limitation a sale pursuant to Section 9 (excluding any registration on Form X-0, X-0 or any successor or similar form); (d) transfers permitted pursuant to the Sale Participation Agreement (as defined in Section 7); (e) transfers to Cypress and its Affiliates or (f) other transfers permitted by the Board in its sole discretion. No transfer of any such shares 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.