Common use of Transferees of Stockholders or the Company Clause in Contracts

Transferees of Stockholders or the Company. No Transfers of Company Shares may be made (and shall not be effective) by any Stockholder to a Permitted Transferee or to any Third Party unless in each case prior to such Transfer any such transferee agrees in writing to be bound (to the same extent as contemplated with respect to the Stockholder transferring such Company Shares) by the terms and conditions of this Agreement, including in the case of any transferee of any member of the Investor Group, agreeing to be bound by the representations, warranties, covenants and agreements contained in Section 10.2 to the same extent as if such transferee were a member of the Investor Group, pursuant to a supplementary agreement (including a deed of adherence in the form attached hereto as Exhibit F) reasonably satisfactory in form and substance to the Board. At any time from and after any Transfer by a member of the Investor Group of any of the Company Shares issued to the Investor Group at Closing (the “Investor Shares”), the holders of more than 50 per cent. of the then outstanding Investor Shares may waive or exercise any of the rights, powers and privileges applicable to the Investor Shares and may bind the holders of all the Investor Shares pursuant to such exercise or waiver. The Board may, as a condition to any original issuance of Company Shares to a person who or which is not at such time a Stockholder, require that such person agree in writing to be bound by the terms and conditions of this Agreement pursuant to a supplementary agreement (including a deed of adherence in the form attached hereto as Exhibit F) reasonably satisfactory in form and substance to the Board. Upon entering into such supplementary agreement, such transferee, subscriber or purchaser of Company Shares shall be deemed to be a Stockholder for all purposes of this Agreement. The provisions of this Section 12.1 shall not apply to any Transfer made pursuant to a public offering of Company Shares, including in connection with the exercise by any Stockholder of its rights pursuant to Article XI and/or (A) Exhibit B hereto or (B) Exhibit C hereto or in connection with the exercise by the Investors of their rights pursuant to Article VII hereof.

Transferees of Stockholders or the Company. No Transfers of shares of Company Shares Stock may be made (and shall not be effective) by any Stockholder to a Permitted Transferee or to any Third Party Party, unless in each case prior to such Transfer any such transferee agrees in writing to be bound (to the same extent as contemplated with respect to the Stockholder (or the Permitted Transferee(s) thereof) transferring such shares of Company SharesStock) by the terms and conditions of this Agreement, including in the case of any transferee of any member of the Investor Group, agreeing to be bound by the representations, warranties, covenants and agreements contained in Section 10.2 to the same extent as if such transferee were a member of the Investor Group, Agreement pursuant to a supplementary agreement (including a deed of adherence in the form attached hereto as Exhibit F) reasonably satisfactory in form and substance to the Board. At any time from and after any Transfer by a member of the Investor Group of any of the Company Shares issued to the Investor Group at Closing (the “Investor Shares”), the holders of more than 50 per cent. of the then outstanding Investor Shares may waive or exercise any of the rights, powers and privileges applicable to the Investor Shares and may bind the holders of all the Investor Shares pursuant to such exercise or waiverCompany. The Board Company may, as a condition to any original issuance of Company Shares Stock to a person who or which is not at such time a Stockholder, require that such person agree in writing to be bound by the terms and conditions of this Agreement pursuant to a supplementary agreement (including a deed of adherence in the form attached hereto as Exhibit F) reasonably satisfactory in form and substance to the BoardCompany. Upon entering into such supplementary agreement, such transferee, subscriber transferee or purchaser of Company Shares Stock shall be deemed to be a Stockholder for all purposes of this Agreement. The provisions of this Section 12.1 10.1 shall not apply to any Transfer (a) made pursuant to a public offering of Company SharesStock, including in connection with the exercise by any Stockholder of its rights pursuant to Article XI and/or (A) Exhibit B hereto or (B) Exhibit C hereto IX hereof or in connection with the exercise by the Investors Windward Agent of their its rights pursuant to Article VII Section 5.6 hereof, or (b) made in connection with the exercise by the Windward Group of a Compelled Sale Right.

Transferees of Stockholders or the Company. No Transfers of shares of Company Shares Stock may be made (and shall not be effective) by any Stockholder to a Permitted Transferee or to any Third Party Party, unless in each case prior to such Transfer any such transferee agrees in writing to be bound (to the same extent as contemplated with respect to the Stockholder (or the Permitted Transferee(s) thereof) transferring such shares of Company SharesStock) by the terms and conditions of this Agreement, including in the case of any transferee of any member of the Investor Group, agreeing to be bound by the representations, warranties, covenants and agreements contained in Section 10.2 to the same extent as if such transferee were a member of the Investor Group, Agreement pursuant to a supplementary agreement (including a deed of adherence in the form attached hereto as Exhibit F) reasonably satisfactory in form and substance to the Board. At any time from and after any Transfer by a member of the Investor Group of any of the Company Shares issued to the Investor Group at Closing (the “Investor Shares”), the holders of more than 50 per cent. of the then outstanding Investor Shares may waive or exercise any of the rights, powers and privileges applicable to the Investor Shares and may bind the holders of all the Investor Shares pursuant to such exercise or waiverCompany. The Board Company may, as a condition to any original issuance of Company Shares Stock to a person who or which is not at such time a Stockholder, require that such person agree in writing to be bound by the terms and conditions of this Agreement pursuant to a supplementary agreement (including a deed of adherence in the form attached hereto as Exhibit F) reasonably satisfactory in form and substance to the BoardCompany. Upon entering into such supplementary agreement, such transferee, subscriber transferee or purchaser of Company Shares Stock shall be deemed to be a Stockholder for all purposes of this Agreement. The provisions of this Section 12.1 8.1 shall not apply to any Transfer (a) made pursuant to a public offering of Company SharesStock, including in connection with the exercise by any Stockholder of its rights pursuant to Article XI and/or (A) Exhibit B hereto or (B) Exhibit C hereto VII hereof or in connection with the exercise by the Investors CEP of their its rights pursuant to Article VII Section 4.6 hereof, or (b) made in connection with the exercise by Charter of a Compelled Sale Right.

Transferees of Stockholders or the Company. No Transfers of ------------------------------------------ shares of Company Shares Stock may be made (and shall not be effective) by any Stockholder to a Permitted Transferee or to any Third Party Party, unless in each case prior to such Transfer any such transferee agrees in writing to be bound (to the same extent as contemplated with respect to the Stockholder (or the Permitted Transferee(s) thereof) transferring such shares of Company SharesStock) by the terms and conditions of this Agreement, including in the case of any transferee of any member of the Investor Group, agreeing to be bound by the representations, warranties, covenants and agreements contained in Section 10.2 to the same extent as if such transferee were a member of the Investor Group, Agreement pursuant to a supplementary agreement (including a deed of adherence in the form attached hereto as Exhibit F) reasonably satisfactory in form and substance to the Board. At any time from and after any Transfer by a member of the Investor Group of any of the Company Shares issued to the Investor Group at Closing (the “Investor Shares”), the holders of more than 50 per cent. of the then outstanding Investor Shares may waive or exercise any of the rights, powers and privileges applicable to the Investor Shares and may bind the holders of all the Investor Shares pursuant to such exercise or waiverCompany. The Board Company may, as a condition to any original issuance of Company Shares Stock to a person who or which is not at such time a Stockholder, require that such person agree in writing to be bound by the terms and conditions of this Agreement pursuant to a supplementary agreement (including a deed of adherence in the form attached hereto as Exhibit F) reasonably satisfactory in form and substance to the BoardCompany. Upon entering into such supplementary agreement, such transferee, subscriber transferee or purchaser of Company Shares Stock shall be deemed to be a Stockholder for all purposes of this Agreement. The provisions of this Section 12.1 10.1 shall not apply to any Transfer (a) made pursuant to a public offering of Company SharesStock, including in connection with the exercise by any Stockholder of its rights pursuant to Article XI and/or (A) Exhibit B hereto or (B) Exhibit C hereto IX hereof or in connection with the exercise by the Investors Windward Agent of their its rights pursuant to Article VII Section 5.6 hereof, or (b) made in connection with the exercise by the Windward Group of a Compelled Sale Right.