Common use of Transferees to Execute Agreement Clause in Contracts

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 to the extent heit will not, she directly or it intends to indirectly, make any Sale of, or create, incur or assume any Encumbrance with respect to, any Shares beneficially shares of Common Stock 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 or the Person in whose favor such Encumbrance is proposed to be created, incurred or assumed, including any Permitted Transferee (a “Prospective Transferee”), (i) 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 (cii) such Sale or Encumbrance shall not require delivers to the Company an opinion of counsel, reasonably satisfactory in form and substance to register under the Investment Company Act Company, to the effect that the execution of 1940this Agreement by such Prospective Transferee makes this Agreement a legal, as amended, or any Law valid and binding obligation of similar importsuch Prospective Transferee enforceable against such Prospective Transferee in accordance with its terms. Upon the execution and delivery by such Prospective Transferee of this AgreementAgreement and the delivery of the opinion of counsel referred to in clause (ii) of the preceding sentence, 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 Shareholder under this Agreement, in each case with respect to the Shares, Common Stock 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 Securityholder agrees that to it will not, during the extent heRestricted Period, she directly or it intends to indirectly, make any Sale of, or create, incur or assume any Encumbrance with respect to, any Shares beneficially owned 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 Securityholder 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 or the Person in whose favor such Encumbrance is proposed to be created, incurred or assumed (a “"Prospective Transferee”") (i) 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 lawsSecurityholder, and (cii) unless such Sale or Encumbrance shall not require Prospective Transferee is a recognized institutional investor, delivers to the Company an opinion of counsel, satisfactory in form and substance to register under the Investment Company Act Company, to the effect that the execution of 1940this Agreement by such Prospective Transferee makes this Agreement a legal, as amended, or any Law valid and binding obligation of similar importsuch Prospective Transferee enforceable against such Prospective Transferee in accordance with its terms. Upon the execution and delivery by such Prospective Transferee of this AgreementAgreement and, Schedule 3 shall be amended if required, the delivery of the opinion of counsel referred to reflect in clause (ii) of the addition of such Prospective Transferee and any other changes in the ownership of Sharespreceding sentence, and such Prospective Transferee shall be deemed a “Shareholder” "Securityholder" for purposes of this Agreement and shall have the rights and be subject to the obligations of a holder of Shares Securityholder under this Agreement, in each case with respect to the Shares, owned Shares Beneficially Owned by such Prospective Transferee or in respect of which such Encumbrance shall have been created, incurred or assumed.