Common use of Transfers and Issuances Clause in Contracts

Transfers and Issuances. 3.1 Transfers to be Made Only as Permitted or Required by this Agreement. (a) Each Stockholder hereby agrees that such Stockholder will not, directly or indirectly, Transfer any Securities unless such Transfer complies with the provisions hereof and (i) such Transfer is pursuant to an effective registration statement under the Securities Act and has been registered under all applicable state securities or "blue sky" laws or (ii) such Stockholder shall have furnished the Company with a written opinion of counsel reasonably satisfactory to the Company in form and substance reasonably satisfactory to the Company to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and all applicable state securities or "blue sky" laws. (b) Each Management Investor and their Permitted Transferees hereby agrees that, except for Transfers in connection with a Public Offering, Transfers pursuant to Section 3.2(iii), 3.2(iv), 3.5, 3.7, 3.10, 3.12, 3.13 or 3.14 hereof and Transfers pursuant to Rule 144 under the Securities Act, no Transfer shall occur unless the transferee shall agree to become a party to, and be bound to the same extent as its transferor by the terms of, this Agreement in accordance with the provisions of Section 5.6 hereof. (c) Each Management Investor and their Permitted Transferees hereby agrees that such Stockholder shall not, without the prior written consent of Vestar (which consent may be withheld by Vestar in its absolute discretion), effect a Transfer prior to the Lapse Date, except for Transfers in connection with a Public Offering and Transfers pursuant to Sections 3.2, 3.5, 3.7, 3.10, 3.11, 3.12, 3.13 or 3.14 hereof.