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 fifth anniversary of the Effective Date; 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 clauses (x), (y) and (z) of Section 2(a); and/or (b) a sale of shares of Common Stock pursuant to an effective registration statement under the Act filed by the Company (excluding any registration on Form X-0, X-0 or any successor or similar form) pursuant to Section 10 of this Agreement; and/or (c) transfers permitted pursuant to the Sale Participation Agreement (as defined in Section 7). 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 Ownership.

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 fifth anniversary of the Effective Date; 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 clauses (x), (y) and (z) of Section 2(a); and/or (b) a sale of shares of Common Stock pursuant to an effective registration statement under the Act filed by the Company (excluding any registration on Form X-0, X-0 or any successor or similar form) pursuant to Section 10 9 of this Agreement; and/or (c) transfers permitted pursuant to the Sale Participation Agreement (as defined in Section 7). 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 Ownershipin 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 Investment Date and ending on prior to the fifth anniversary of the Effective Investment Date; provided, however, that the Management Stockholder may transfer shares of the Stock during such time pursuant to one of the following exceptions: (a) transfers permitted by clauses (x), (y) and (z) of Section 2(a); and/or and (b) a sale of shares of Common Stock pursuant to an effective registration statement under the Act filed by the Company (excluding any registration on Form X-0, X-0 or any successor or similar form) pursuant to Section 10 of this Agreement; and/or Agreement or (c) transfers permitted pursuant to the Sale Participation Agreement (entered into by and between the Management Stockholder and the KKR Fund as defined in Section 7)of February 2, 2001. 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 OwnershipControl.

Transferability of Stock. The Management Director 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 fifth earliest to occur (the date of such event, the “Lapse Date”) of (i) the seventh anniversary of the Effective Closing Date, (ii) the date of consummation of a Qualified Public Offering and (iii) a Change in Control; provided, however, that the Management Director Stockholder may transfer shares of Stock during such time pursuant to one of the following exceptions: (a) transfers permitted by clauses (x), (y) and (z) of Section 2(a); and/or (b) a sale of shares of Common Stock pursuant to an effective registration statement under the Act filed by the Company 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) pursuant to Section 10 of this Agreement); and/or (c) transfers permitted pursuant to the Sale Participation Agreement (as defined in Section 7); (d) transfers to Cypress and its Affiliates or (e) 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. 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 Ownership.