Transferees to Execute Agreement. (a) Each Stockholder agrees that it will not, directly or indirectly, make any Sale of, or create, incur or assume any Encumbrance with respect to, any Shares beneficially owned by such Stockholder, unless prior to the consummation of any such Sale or the creation, incurrence or assumption of any such Encumbrance, the Person to whom such Sale is proposed to be made or the Person in whose favor such Encumbrance is proposed to be created, incurred or assumed (a "PROSPECTIVE TRANSFEREE") (i) executes and delivers to Getty Images and each Stockholder an agreement, in form and substance reasonably satisfactory to Getty Images, whereby such Prospective Transferee confirms that, with respect to the Shares that are the subject of such Sale or Encumbrance, it shall be deemed to be a "Stockholder" for purposes of this Agreement and agrees to be bound by all the terms of this Agreement, and (ii) unless such Prospective Transferee is an institutional investor, delivers to Getty Images an opinion of counsel, satisfactory in form and substance to Getty Images, to the effect that such Sale or Encumbrance is being conducted in compliance with applicable securities laws and that the agreement referred to above that is delivered by such Prospective Transferee is a legal, valid and binding obligation of such Prospective Transferee enforceable against such Prospective Transferee in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditor's rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Upon the execution and delivery by such Prospective Transferee of the agreement referred to in clause (i) of the preceding sentence and, if required, the delivery of the opinion of counsel referred to in clause (ii) of the preceding sentence, such Prospective Transferee shall be deemed a "Stockholder" for purposes of this Agreement and shall have the rights and be subject to the obligations of a Stockholder under this Agreement, in each case with respect to the Shares that were transferred to it by a Stockholder hereunder or in respect of which such Encumbrance shall have been created, incurred or assumed.
Transferees to Execute Agreement. Each Member agrees that it will not, during the term of this Agreement, directly or indirectly, make any Transfer of any Membership Units Beneficially Owned by such Member unless prior to the consummation of any such Transfer, the Person to whom such Transfer is proposed to be made (a “Prospective Transferee”) (i) executes and delivers to the Company a Joinder Agreement and (ii) unless such Prospective Transferee is a recognized institutional investor, delivers to the Company an opinion of counsel, satisfactory in form and substance to the Company, to the effect that the execution of the Joinder Agreement by such Prospective Transferee makes this Agreement a legal, valid and binding obligation of such Prospective Transferee enforceable against such Prospective Transferee in accordance with its terms. Upon the execution and delivery by such Prospective Transferee of the Joinder Agreement, compliance of the Transfer with the provisions of this Agreement (including Section 2.15), and, if required, the delivery of the opinion of counsel referred to in clause (ii) of the preceding sentence, such Prospective Transferee shall be deemed a “Member” for purposes of this Agreement and shall have the rights and be subject to the obligations of a Member under this Agreement with respect to the Membership Units owned by such Prospective Transferee.
Transferees to Execute Agreement. Each Shareholder agrees that to the extent he, she or it intends to make any Sale of, or create, incur or assume any Encumbrance with respect to, any Shares beneficially owned by such Shareholder (other than any Encumbrance in connection with a transaction pursuant to Sections 4.02 and 4.03), no such Sale may be made or such Encumbrance may be created, incurred or assumed unless prior to the consummation of any such Sale or the creation, incurrence or assumption of such Encumbrance, (a) the Person to whom such Sale is proposed to be made (a “Prospective Transferee”) executes and delivers a counterpart of this Agreement to the Company and each Shareholder, (b) such Sale or Encumbrance shall not result in a violation of any applicable Law, including U.S. federal securities laws, and (c) such Sale or Encumbrance shall not require the Company to register under the Investment Company Act of 1940, as amended, or any Law of similar import. Upon the execution and delivery by such Prospective Transferee of this Agreement, Schedule 3 shall be amended to reflect the addition of such Prospective Transferee and any other changes in the ownership of Shares, and such Prospective Transferee shall be deemed a “Shareholder” for purposes of this Agreement and shall have the rights and be subject to the obligations of a holder of Shares under this Agreement, in each case with respect to the Shares, owned by such Prospective Transferee or in respect of which such Encumbrance shall have been created, incurred or assumed.
Transferees to Execute Agreement. Each Shareholder agrees that it shall not, during the term of this Agreement, directly or indirectly, make any Sale of any Shares held by such Shareholder unless prior to the consummation of any such Sale, the Person to whom such Sale is proposed to be made (a "Prospective Transferee") executes and delivers this Agreement to the Company and each Shareholder. Upon the execution and delivery by such Prospective Transferee of this Agreement and consummation of the Sale such Prospective Transferee shall become a "Shareholder" for purposes of this Agreement and shall have the rights and be subject to the obligations of the transferor under this Agreement with respect to the Shares owned by such Prospective Transferee and shall further have any rights assigned to it by Newbridge, SAIF or any immediate or subsequent transferee, assignee, or successor of Newbridge or SAIF; provided, that neither the Transfer Right nor the right to exercise the Put Option may be transferred or assigned by Newbridge or SAIF to any Person other than Newbridge, SAIF, or an Affiliate of Newbridge or SAIF.
Transferees to Execute Agreement. No person holding Legended Shares shall sell, exchange, or in any other manner dispose of or transfer such shares unless, prior to the consummation of any such sale or exchange, or other disposition or transfer, the person to whom such sale, other disposition or transfer or with whom such exchange is proposed to be made (for purposes of this Paragraph 3, a "Prospective Transferee") executes and delivers to the Company and the Warrant Agent a copy of this Agreement. Upon the execution and delivery by such Prospective Transferee of this Agreement, such Prospective Transferee shall be subject to the provisions of this Agreement as though such Prospective Transferee were a "Shareholder" hereunder, and shall be deemed to have agreed to the provisions of Section 16(a) (to the extent applicable to such Prospective Transferee) and Section 16(b) of the Warrant Agreement with respect to any Legended Shares to be acquired.
