Common use of Transferee of Subject Securities to be Bound by this Agreement Clause in Contracts

Transferee of Subject Securities to be Bound by this Agreement. The Stockholder agrees that, except as may be provided herein, during the period from the date of this Agreement through the Expiration Date, the Stockholder shall not cause or permit any Transfer of any of the Subject Securities to be effected; provided, that nothing in this Agreement shall prohibit the Stockholder from Transferring Subject Securities to Merger Subsidiary pursuant to Section 3 hereof. Parent and Merger Subsidiary acknowledge and agree that the Stockholder has previously entered into a voting agreement with Wiser Investment Company, LLC (“WIC”) granting WIC certain voting rights with respect to the Subject Securities and that WIC and Stockholder have in connection with a loan previously pledged Subject Securities to Management Resources Group, LLC (“MRG”) pursuant to a pledge agreement previously entered into by such parties and that the existence of such voting and pledge agreements and the continuing compliance by the parties thereto with such agreements shall not be deemed a Transfer in contravention of this Section 2(a); provided, however, that notwithstanding the foregoing no Transfer shall be permitted under such agreements if such Transfer would adversely affect the right and power of the Stockholder to tender the Subject Securities in the Offer or otherwise comply with its obligations under this Agreement unless the transferee in any such Transfer shall (i) execute a counterpart of this Agreement and (ii) agree to hold such Subject Securities subject to all of the terms and provisions of this Agreement and be treated as a Stockholder hereunder. If Section 3(c) applies, the Stockholder agrees that during the period from the Expiration Date through the date the provisions of Section 3(c) terminate pursuant to Section 9(m), the Stockholder shall not cause or permit any Transfer of any of the Subject Securities to be effected unless the Person to whom such Subject Securities are Transferred shall have: (i) executed a counterpart of this Agreement and (ii) agreed to hold such Subject Securities subject to the terms and provisions of Section 3(c) hereof and be treated as a Stockholder thereunder.

Transferee of Subject Securities to be Bound by this Agreement. The Stockholder agrees that, except as may be provided herein, during the period from the date of this Agreement through the Expiration Date, the Stockholder shall not cause or permit any Transfer of any of the Subject Securities to be effected; provided, that nothing in this Agreement shall prohibit the Stockholder from Transferring Subject Securities to Merger Subsidiary pursuant to Section 3 hereof. Parent and Merger Subsidiary acknowledge and agree that the Stockholder has previously entered into a voting agreement with and Wiser Investment CompanyInvestors, LLC L.P. (“WICWILP”) granting WIC certain voting rights with respect to the Subject Securities and that WIC and Stockholder have in connection with a loan previously pledged Subject Securities to Management Resources Group, LLC (“MRG”) pursuant to a pledge agreement previously entered into by such parties and that the existence of such voting and pledge agreements and the continuing compliance by the parties thereto with such agreements shall not be deemed a Transfer in contravention of this Section 2(a); provided, however, that notwithstanding the foregoing no Transfer shall be permitted under such agreements if such Transfer would adversely affect the right and power of the Stockholder to tender the Subject Securities in the Offer or otherwise comply with its obligations under this Agreement unless the transferee in any such Transfer shall (i) execute a counterpart of this Agreement and (ii) agree to hold such Subject Securities subject to all of the terms and provisions of this Agreement and be treated as a Stockholder hereunder. If Section 3(c) applies, the Stockholder agrees that during the period from the Expiration Date through the date the provisions of Section 3(c) terminate pursuant to Section 9(m), the Stockholder shall not cause or permit any Transfer of any of the Subject Securities to be effected unless the Person to whom such Subject Securities are Transferred shall have: (i) executed a counterpart of this Agreement and (ii) agreed to hold such Subject Securities subject to the terms and provisions of Section 3(c) hereof and be treated as a Stockholder thereunder.

Transferee of Subject Securities to be Bound by this Agreement. The Stockholder agrees that, except as may be provided herein, during the period from the date of this Agreement through the Expiration Date, the Stockholder shall not cause or permit any Transfer of any of the Subject Securities to be effected; provided, that nothing in this Agreement shall prohibit the Stockholder from Transferring Subject Securities to Merger Subsidiary pursuant to Section 3 hereof. Parent and Merger Subsidiary acknowledge and agree that the Stockholder has previously entered into a voting agreement with and Wiser Investment CompanyInvestors, LLC L.P. (“WIC”"WILP") granting WIC certain voting rights with respect to the Subject Securities and that WIC and Stockholder have in connection with a loan previously pledged Subject Securities to Management Resources Group, LLC (“"MRG”") pursuant to a pledge agreement previously entered into by such parties and that the existence of such voting and pledge agreements and the continuing compliance by the parties thereto with such agreements shall not be deemed a Transfer in contravention of this Section 2(a); provided, however, that notwithstanding the foregoing no Transfer shall be permitted under such agreements if such Transfer would adversely affect the right and power of the Stockholder to tender the Subject Securities in the Offer or otherwise comply with its obligations under this Agreement unless the transferee in any such Transfer shall (i) execute a counterpart of this Agreement and (ii) agree to hold such Subject Securities subject to all of the terms and provisions of this Agreement and be treated as a Stockholder hereunder. If Section 3(c) applies, the Stockholder agrees that during the period from the Expiration Date through the date the provisions of Section 3(c) terminate pursuant to Section 9(m), the Stockholder shall not cause or permit any Transfer of any of the Subject Securities to be effected unless the Person to whom such Subject Securities are Transferred shall have: (i) executed a counterpart of this Agreement and (ii) agreed to hold such Subject Securities subject to the terms and provisions of Section 3(c) hereof and be treated as a Stockholder thereunder.

Transferee of Subject Securities to be Bound by this Agreement. The Stockholder agrees that, except as may be provided herein, during the period from the date of this Agreement through the Expiration Date, the Stockholder shall not cause or permit any Transfer of any of the Subject Securities to be effected; provided, that nothing in this Agreement shall prohibit the Stockholder from Transferring Subject Securities to Merger Subsidiary pursuant to Section 3 hereof. Parent and Merger Subsidiary acknowledge and agree that the Stockholder has previously entered into a voting agreement with Wiser Investment CompanyStockholder, LLC (“WIC”) granting WIC certain voting rights with respect to the Subject Securities and that WIC and Stockholder have in connection with a loan loan, has previously pledged certain Subject Securities Securities, as detailed on Schedule I hereto, to Management Resources Group, LLC Citigroup Global Markets Inc. (“MRG”"CGMI") pursuant to a pledge security agreement, margin agreement, and account control agreement previously entered into by such parties (such documents and all other documents evidencing or securing such loan, and any and all other documents providing for the refinancing or replacing of any or all of such indebtedness being called the "Loan Documents," and the holder of the lender's rights under the Loan Documents being called the "Lender") and that the existence of such voting and pledge agreements Loan Documents and the continuing compliance by the parties thereto with such agreements Loan Documents shall not be deemed a Transfer in contravention of this Section 2(a); provided, however, that notwithstanding the foregoing no Transfer shall be permitted under such agreements Loan Documents if such Transfer would adversely affect the right and power of the Stockholder to tender the agreement previously entered into by such parties and that the existence of such pledge agreement and the continuing compliance by the parties thereto with such agreement shall not be deemed a Transfer in contravention of this Section 2(a); provided, however, that notwithstanding the foregoing no Transfer shall be permitted under such agreement if such Transfer would adversely affect the right and power of the Stockholder to tender the Subject Securities in the Offer or otherwise comply with its obligations under this Agreement unless the transferee in any such Transfer shall (i) execute a counterpart of this Agreement and (ii) agree to hold such Subject Securities subject to all of the terms and provisions of this Agreement and be treated as a Stockholder hereunder. If Section 3(c) applies, the Stockholder agrees that during the period from the Expiration Date through the date the provisions of Section 3(c) terminate pursuant to Section 9(m), the Stockholder shall not cause or permit any Transfer of any of the Subject Securities to be effected unless the Person to whom such Subject Securities are Transferred shall have: (i) executed a counterpart of this Agreement and (ii) agreed to hold such Subject Securities subject to the terms and provisions of Section 3(c) hereof and be treated as a Stockholder thereunder.

Transferee of Subject Securities to be Bound by this Agreement. The Stockholder agrees that, except as may be provided herein, during the period from the date of this Agreement through the Expiration Date, the Stockholder shall not cause or permit any Transfer of any of the Subject Securities to be effected; provided, that nothing in this Agreement shall prohibit the Stockholder from Transferring Subject Securities to Merger Subsidiary pursuant to Section 3 hereof. Parent and Merger Subsidiary acknowledge and agree that the Stockholder has previously entered into a voting agreement with Wiser Investment Company, LLC (“"WIC”") granting WIC certain voting rights with respect to the Subject Securities and that WIC and Stockholder have in connection with a loan previously pledged Subject Securities to Management Resources Group, LLC (“"MRG”") pursuant to a pledge agreement previously entered into by such parties and that the existence of such voting and pledge agreements and the continuing compliance by the parties thereto with such agreements shall not be deemed a Transfer in contravention of this Section 2(a); provided, however, that notwithstanding the foregoing no Transfer shall be permitted under such agreements if such Transfer would adversely affect the right and power of the Stockholder to tender the Subject Securities in the Offer or otherwise comply with its obligations under this Agreement unless the transferee in any such Transfer shall (i) execute a counterpart of this Agreement and (ii) agree to hold such Subject Securities subject to all of the terms and provisions of this Agreement and be treated as a Stockholder hereunder. If Section 3(c) applies, the Stockholder agrees that during the period from the Expiration Date through the date the provisions of Section 3(c) terminate pursuant to Section 9(m), the Stockholder shall not cause or permit any Transfer of any of the Subject Securities to be effected unless the Person to whom such Subject Securities are Transferred shall have: (i) executed a counterpart of this Agreement and (ii) agreed to hold such Subject Securities subject to the terms and provisions of Section 3(c) hereof and be treated as a Stockholder thereunder.