Common use of Transfers by a Stockholder Clause in Contracts

Transfers by a Stockholder. (a) Except for the sale of securities contemplated by Article IV and transfers permitted by Section 2.2, if any Stockholder shall desire to transfer any shares of the Company Common Stock owned by it (such Stockholder desiring to transfer shares of the Company Common Stock being referred to herein as a "Selling Stockholder"), then such Selling Stockholder shall deliver written notice of its desire to transfer shares other than to a Permitted Transferee (a "Notice of Intention"), accompanied by a copy of a proposal relating to such transfer (the "Sale Proposal"), to the Company and to each of the other Stockholders setting forth such Selling Stockholder's desire to make such transfer (which shall be for cash only), the number of shares of the Company Common Stock proposed to be transferred (the "Offered Shares"), and the cash price at which such Selling Stockholder proposes to transfer the Offered Shares (the "Offer Price"). (b) Upon receipt of the Notice of Intention, the Company shall have the right to purchase at the Offer Price all but not less than all of the Offered Shares, exercisable by the delivery of notice to the Selling Stockholder (the "Notice of Exercise"), within 30 calendar days from the date of receipt of the Notice of Intention. The right to purchase pursuant to this Section 3.1(b) shall terminate if not exercised within 30 calendar days after receipt of the Notice of Intention. In the event that, if applicable, the option of the Company referred to in the previous paragraph terminates and there are remaining Offered Shares for which Notices of Exercise have not been received, the Selling Stockholder shall give notice thereof to the other Stockholders, setting forth the number of Offered Shares remaining to be sold pursuant to this Section 3.1(b). Such Stockholders shall then have the right to purchase all but not less than all the remaining Offered Shares pro rata based on the number of shares of the Company Common Stock owned by each, by delivery of a Notice of Exercise. The right of the Stockholders pursuant to Section 3.1(b) shall terminate if not exercised within 30 calendar days after receipt from the Selling Stockholder of such notice. (c) In the event that the Company and/or the Stockholders exercise their rights to purchase all, but not less than all, of the Offered Shares in accordance with Section 3.1(b), then the Selling Stockholder must sell the Offered Shares to the Company and/or to such Stockholders after not less than 30 days and not more than 60 calendar days from the date of the delivery of last Notice of Exercise received by the Selling Stockholder. The Selling Stockholder shall notify the Company and each such Stockholder of the number of Offered Shares to be sold to the Company and such Stockholders. Upon the consummation of such purchase and sale, the Selling Stockholder shall deliver certificates evidencing the Offered Shares sold duly endorsed, or accompanied by written instruments of transfer in form satisfactory to the purchaser duly executed, by the Selling Stockholder, free and clear of any liens (other than those under this Agreement), against delivery of the Offer Price payable in accordance with the notice specified in Section 3.1(a).

Transfers by a Stockholder. (a) Except for the sale sales of securities contemplated by Article IV and VI hereof, transfers permitted by Sections 4.1, 4.2 and 4.3, transfers of Preferred Stock and transactions subject to Section 2.25.9, if at any time any Stockholder shall desire to transfer sell any shares of the Company Common Stock or Warrants owned by him or it (such Stockholder desiring to transfer sell shares of the Company Common such Stock or Warrants being referred to herein as a "Selling Stockholder"), then such Selling Stockholder shall deliver written notice of its desire to transfer shares other than to a Permitted Transferee sell such Stock or Warrants (a "Notice of Intention"), accompanied by a copy of a proposal relating to such transfer sale (the "Sale Proposal"), to the Company and to each of the other Stockholders and to the Company, setting forth such Selling Stockholder's desire to make such transfer sale (which shall be for cash only), the number and class of shares of the Company Common Stock or Warrants proposed to be transferred (the "Offered SharesSecurities"), ) and the cash price at which such Selling Stockholder proposes to transfer sell the Offered Shares Securities (the "First Offer Price")) and other terms applicable thereto. (b) Upon receipt of the Notice of Intention, the Company and the other Stockholders shall then have the right to purchase at the First Offer Price and on the other terms specified in the Sale Proposal all but not less than all or, subject to Section 5.1(d), any portion of the Offered SharesSecurities in the following order of priority: (i) if the Selling Stockholder is a Management Investor, the other Management Investors shall have the first right to purchase the Offered Securities pro rata among those Management Investors so electing on the basis of the respective number of shares of Common Stock or Warrants owned or held as trustee by such Management Investors (or in such other proportions as such Management Investors may agree), then the Company shall have the second right to purchase the Offered Securities, and thereafter, the Jordan Investors shall have the right to purchase the Offered Securities pro rata among those of the Jordan Investors so electing on the basis of the respective numbers of shares of Common Stock or Warrants owned by such Jordan Investors (or in such other proportion as such Jordan Investors may agree) and thereafter, the other Stockholders (excluding the Management Investors) shall have the right to purchase the Offered Securities pro rata among the Stockholders (excluding the Management Investors) so electing on the basis of the respective numbers of shares of Common Stock or Warrants owned by such Stockholders (or in such other proportion as such other Stockholders may agree); (ii) if the Selling Stockholder is a Jordan Investor, the other Jordan Investors shall have the first right to purchase the Offered Securities pro rata among those of the Jordan Investors so electing on the basis of the respective numbers of shares of Common Stock or Warrants owned by such Jordan Investors (or in such other proportion as such Jordan Investors may agree), and thereafter, the Company shall have the right to purchase the Offered Securities and thereafter, all other Stockholders shall have the right to purchase the Offered Securities pro rata among the Stockholders so electing to purchase on the basis of the respective numbers of shares of Common Stock (including Warrant Stock) owned by such Stockholders (or in such other proportion as such other stockholders may agree); and (iii) if the Selling Stockholder is the FNBB Affiliate, or MCIT, the Jordan Investors shall have the first right to purchase the Offered Securities pro rata among those of the Jordan Investors so electing on the basis of the respective numbers of shares of Common Stock (including Warrant Stock) owned by such Jordan Investors (or in such other proportion as such Jordan Investors may agree), and thereafter, the Company shall have the right to purchase the Offered Securities and thereafter, all other Stockholders shall have the right to purchase the Offered Securities pro rata among the Stockholders so electing on the basis of the respective numbers of shares of Common Stock (including Warrant Stock) owned by such Stockholders (or in such other proportion as such other Stockholders may agree). The rights of the Stockholders and the Company pursuant to this Section 5.1(b) shall be exercisable by the delivery of notice to the Selling Stockholder (the "Notice of Exercise"), within 30 calendar days from the date of receipt delivery of the Notice of Intention. The right Notice of Exercise shall state the total number of shares of the Offered Securities such Stockholder (or the Company) is willing to purchase without regard to whether or not other Stockholders purchase any shares of the Offered Securities. A copy of such Notice of Exercise shall also be delivered by each Stockholder to the Company and each other Stockholder. The rights of the Stockholders and the Company pursuant to this Section 3.1(b5.1(b) shall terminate if not exercised within unexercised 30 calendar days after receipt the date of delivery of the Notice of Intention. In Notwithstanding the event thatforegoing, if applicableno Management Investor, other than Xxxxxxxx Xxxx, Xxxxxxx Xxxxxx, Xxxx Xxxxxx or Xxxx Xxxxxx shall be entitled to purchase any shares of Common Stock or Warrants hereunder unless such shares shall concurrently be duly assigned, transferred and delivered to the option trustee of the Company referred to in the previous paragraph terminates Jaro Voting Trust or Xxxxxx Voting Trust and there are remaining Offered Shares for which Notices of Exercise have not been received, the Selling Stockholder such shares shall give notice thereof thereafter be subject to the other Stockholders, setting forth the number of Offered Shares remaining to be sold pursuant to this Section 3.1(b). Such Stockholders shall then have the right to purchase all but not less than all the remaining Offered Shares pro rata based on the number of shares of the Company Common Stock owned by each, by delivery of a Notice of Exercise. The right of the Stockholders pursuant to Section 3.1(b) shall terminate if not exercised within 30 calendar days after receipt from the Selling Stockholder of such noticeJaro or Xxxxxx Voting Trust Agreement. (c) In the event that the Stockholders or the Company and/or the Stockholders exercise their rights to purchase all, but not less than all, any or all of the Offered Shares Securities in accordance with Section 3.1(b5.1(b), then the Selling Stockholder must sell the Offered Shares to the Company and/or Securities to such Stockholders after not less than (or, as the case may be, the Company) within 30 days and not more than 60 calendar days from the date of the delivery of last the Notice of Exercise received by the Selling Stockholder. The Selling Stockholder shall notify . (d) Notwithstanding the Company and each such Stockholder foregoing provisions of the number of Offered Shares to be sold to the Company and such Stockholders. Upon the consummation of such purchase and salethis Section 5.1, unless the Selling Stockholder shall deliver certificates evidencing have consented to the purchase of less than all of the Offered Shares sold duly endorsedSecurities, no Stockholder or accompanied by written instruments of transfer in form satisfactory to Stockholders nor the purchaser duly executed, by the Selling Stockholder, free and clear of Company may purchase any liens (other than those under this Agreement), against delivery Offered Securities hereunder unless all of the Offer Price payable in accordance with Offered Securities are to be so purchased. (e) For purposes of this Article V, any Person who has failed to give notice of the notice election of an option hereunder within the specified in time period will be deemed to have waived its rights on the day after the last day of such period. (f) Each Stockholder agrees and acknowledges that the Company may purchase or acquire Common Stock pursuant to Section 3.1(a)5.1(b) hereof, and approves such purchases and acquisitions, and waives any objection or claim relating thereto, whether against the Company, the Board of Directors or otherwise.

Transfers by a Stockholder. (a) Except for sales of Securities pursuant to the sale provisions of securities contemplated by Article IV and VI hereof, transfers permitted by clauses (a) and (b) of Section 2.24.2 and the provisions of Sections 5.5 and 5.8, if at any time any Stockholder shall desire to transfer sell any shares of the Company Common Stock Securities owned by it (such Stockholder desiring to transfer shares of the Company Common Stock sell Securities being referred to herein as a "Selling Stockholder"), then such Selling Stockholder shall deliver written notice of its desire to transfer shares other than to a Permitted Transferee sell Securities (a "Notice of Intention"), accompanied by a copy of a proposal relating to such transfer sale (the "Sale Proposal"), to the Company and to each of the other Stockholders and to the Company, setting forth such Selling Stockholder's desire to make such transfer sale (which shall be for cash only), identifying the Securities proposed to be transferred and stating the number of shares of Stock proposed to be transferred or the Company Common number of shares covered by Stock Rights proposed to be transferred (the "Offered SharesSecurities"), and the cash price or prices per applicable Security at which such Selling Stockholder proposes to transfer sell the Offered Shares Securities (the "First Offer Price") and the other terms applicable thereto (the "First Offer Terms"). (b) Upon receipt of the Notice of Intention, the Company and the other Stockholders shall then have the right to purchase at the First Offer Price and on the other terms specified in the Sale Proposal all but not less than all or, subject to Section 5.1(d), any portion of the Offered SharesSecurities in the following order of priority: the Company shall have the first right to purchase the Offered Securities, and thereafter,the other Stockholders shall have the right to purchase the Offered Securities pro rata on the basis of the respective numbers of shares of Fully Diluted Common Stock owned by them or represented by Stock Rights owned by them (or in such other proportion as such Stockholders may unanimously agree). The rights of the Stockholders and the Company pursuant to this Section 5.1 (b) shall be exercisable by the delivery of notice to the Selling Stockholder (the each a "Notice of Exercise"), within 30 calendar days from the date of receipt delivery of the Notice of Intention. The right Notice of Exercise shall state the total numbers of shares of Stock or Stock Rights such Stockholder (or the Company) is willing to purchase without regard to whether or not other Stockholders purchase any shares of the Offered Securities. A copy of such Notice of Exercise shall also be delivered by each Stockholder to the Company and each other Stockholder. The rights of the Stockholders and the Company pursuant to this Section 3.1(b5.1(b) shall terminate if not exercised within unexercised 30 calendar days after receipt the date of delivery of the Notice of Intention. In the event that, if applicable, the option of the Company referred to in the previous paragraph terminates and there are remaining Offered Shares for which Notices of Exercise have not been received, the Selling Stockholder shall give notice thereof to the other Stockholders, setting forth the number of Offered Shares remaining to be sold pursuant to this Section 3.1(b). Such Stockholders shall then have the right to purchase all but not less than all the remaining Offered Shares pro rata based on the number of shares of the Company Common Stock owned by each, by delivery of a Notice of Exercise. The right of the Stockholders pursuant to Section 3.1(b) shall terminate if not exercised within 30 calendar days after receipt from the Selling Stockholder of such notice. (c) In the event that the Company and/or the Stockholders exercise their or any Stockholder exercises its rights to purchase all, but not less than all, any or all of the Offered Shares Securities in accordance with Section 3.1(b5.1 (b), then the Selling Stockholder must sell the Offered Shares Securities to the Company and/or to or such Stockholders after not less than Stockholder (as the case may be) within 30 days and not more than 60 calendar days from the date of the delivery of the last Notice of Exercise received by the Selling Stockholder. The Selling Stockholder shall notify . (d) Notwithstanding the Company and each such Stockholder foregoing provisions of the number of Offered Shares to be sold to the Company and such Stockholders. Upon the consummation of such purchase and salethis Section 5.1, unless the Selling Stockholder shall deliver certificates evidencing have consented to the purchase of less than all of the Offered Shares sold duly endorsedSecurities, or accompanied by written instruments of transfer in form satisfactory to neither the purchaser duly executed, by the Selling Stockholder, free and clear of Company nor any liens (other than those under this Agreement), against delivery Stockholder may purchase any Offered Securities unless all of the Offer Price payable in accordance Offered Securities are to be purchased. (e) For purposes of this Article V, if the Company or any Stockholder shall fail to give notice of its election to exercise an option hereunder within the specified time period, then the Company or such Stockholder (as the case may be) will be deemed to have waived its rights with respect thereto on the notice specified in Section 3.1(a)day after the last day of such period.

Transfers by a Stockholder. (a) Except for the sale sales of -------------------------- securities contemplated by Article IV the Registration Rights Agreement, dated the date hereof, among the Company and the parties named therein (the "Registration Rights Agreement") and transfers permitted by Section 2.2Sections 4.1 and 4.2, if at any time any Page 90 of 106 Pages Stockholder shall desire to transfer sell any shares of the Company Common Stock or Warrants owned by him or it (such Stockholder desiring to transfer sell shares of the Company Common such Stock being referred to herein as a "Selling Stockholder"), then such Selling Stockholder shall deliver at least 5 days prior to consummating such transaction written notice of its desire to transfer shares other than to a Permitted Transferee sell such Stock (a "Notice of Intention"), accompanied by a copy of a proposal relating to such transfer sale (the "Sale Proposal"), to the Company and to each of the other Stockholders and to the Company, setting forth such Selling Stockholder's desire to make such transfer (which shall be for cash only)sale, the number and class of shares of the Company Common Stock or Warrants proposed to be transferred (the "Offered SharesSecurities"), ) and the cash price at which and terms on which such Selling Stockholder proposes to transfer sell the Offered Shares Securities (the "First Offer PricePrice and Terms")) and other terms applicable thereto. (b) Upon receipt of the Notice of Intention, the Company and the other Stockholders shall then have the right (other than with respect to sales, pledges or encumbrances of Common Stock, pursuant to Section 4.4) to purchase at the First Offer Price and Terms and on the other terms specified in the Sale Proposal all or, subject to Section 5.1(d), any portion of the Offered Securities in the following order of priority: if the Selling Stockholder is a Management Stockholder, the other Management Stockholders shall have the first right to purchase the Offered Securities pro rata among those Management Stockholders so electing on the basis of the respective number of shares of Common Stock owned or held whether as trustee or through other Permitted Transferees by such Management Stockholders (or in such other proportions as such Management Stockholders may agree), and thereafter,the remaining Stockholders shall have the right to purchase at the Offer Price all but not less than all Offered Securities pro rata among such Stockholders so electing to purchase on the basis of the respective numbers of shares of Common Stock (with Warrants considered on an as if converted basis) owned by such Stockholders (or in such other proportion as they may agree), and thereafter, the Company shall have the right to purchase the Offered Shares, Securities. The rights of the Stockholders and the Company pursuant to this Section 5.1(b) shall be exercisable by the delivery of notice to the Selling Stockholder (the "Notice of Exercise"), within 30 calendar 4 business days from the date of receipt delivery of the Notice of Intention. The right Notice of Exercise shall state the total number of shares of the Offered Securities such Stockholder (or the Company) is willing to purchase without regard to whether or not other Stockholders purchase any shares of the Offered Securities. A copy of such Notice of Exercise shall also be delivered by each Stockholder to the Company and each other Stockholder. The rights of the Stockholders and the Company pursuant to this Section 3.1(b5.1(b) shall terminate if not exercised within 30 calendar unexercised 5 business days after receipt the date of delivery of the Notice of Intention. In the event that, if applicable, the option of the Company referred to in the previous paragraph terminates and there are remaining Offered Shares for which Notices of Exercise have not been received, the Selling Stockholder shall give notice thereof to the other Stockholders, setting forth the number of Offered Shares remaining to be sold pursuant to this Section 3.1(b). Such Stockholders shall then have the right to purchase all but not less than all the remaining Offered Shares pro rata based on the number of shares of the Company Common Stock owned by each, by delivery of a Notice of Exercise. The right of the Stockholders pursuant to Section 3.1(b) shall terminate if not exercised within 30 calendar days after receipt from the Selling Stockholder of such notice. (c) In the event that the Stockholders or the Company and/or the Stockholders exercise their rights to purchase all, but not less than all, any or all of the Offered Shares Securities in accordance with Section 3.1(b5.1(b), then the Selling Stockholder must sell the Offered Shares to the Company and/or Securities to such Stockholders after not less than (or, as the case may be, the Company) within 30 days and not more than 60 calendar days from the date of the delivery of last the Notice of Exercise received by the Selling Stockholder. The Selling Stockholder shall notify . (d) Notwithstanding the Company and each such Stockholder foregoing provisions of the number of Offered Shares to be sold to the Company and such Stockholders. Upon the consummation of such purchase and salethis Section 5.1, unless the Selling Stockholder shall deliver certificates evidencing have consented to the purchase of less than all of the Offered Shares sold duly endorsedSecurities, no Stockholder or accompanied by written instruments of transfer in form satisfactory to Stockholders nor the purchaser duly executed, by the Selling Stockholder, free and clear of Company may purchase any liens (other than those under this Agreement), against delivery Offered Securities hereunder unless all of the Offer Price payable Offered Securities are to be so purchased. (e) For purposes of this Article V, any Person who has failed to give notice of the election of an option hereunder within the specified time period will be deemed to have waived its rights on the day after the last day of such period. (f) Each Stockholder in accordance with its capacity only as a stockholder agrees and acknowledges that the notice specified in Company may purchase or acquire Common Stock pursuant to Section 3.1(a)5.1(b) hereof, and approves such purchases and acquisitions, and waives any objection or claim relating thereto, whether against the Company, the Board of Directors or otherwise.

Transfers by a Stockholder. (a) Except for the sale sales of -------------------------- securities contemplated by Article IV the Registration Rights Agreement, dated the date hereof, among the Company and the parties named therein (the "Registration Rights Agreement") and transfers permitted by Section 2.2Sections 4.1 and 4.2, if at any time any Stockholder shall desire to transfer sell any shares of the Company Common Stock or Warrants owned by him or it (such Stockholder desiring to transfer sell shares of the Company Common such Stock being referred to herein as a "Selling Stockholder"), then such Selling Stockholder shall deliver at least 5 days prior to consummating such transaction written notice of its desire to transfer shares other than to a Permitted Transferee sell such Stock (a "Notice of Intention"), accompanied by a copy of a proposal relating to such transfer sale (the "Sale Proposal"), to the Company and to each of the other Stockholders and to the Company, setting forth such Selling Stockholder's desire to make such transfer (which shall be for cash only)sale, the number and class of shares of the Company Common Stock or Warrants proposed to be transferred (the "Offered SharesSecurities"), ) and the cash price at which and terms on which such Selling Stockholder proposes to transfer sell the Offered Shares Securities (the "First Offer PricePrice and Terms")) and other terms applicable thereto. (b) Upon receipt of the Notice of Intention, the Company and the other Stockholders shall then have the right (other than with respect to sales, pledges or encumbrances of Common Stock, pursuant to Section 4.4) to purchase at the First Offer Price and Terms and on the other terms specified in the Sale Proposal all or, subject to Section 5.1(d), any portion of the Offered Securities in the following order of priority: if the Selling Stockholder is a Management Stockholder, the other Management Stockholders shall have the first right to purchase the Offered Securities pro rata among those Management Stockholders so electing on the basis of the respective number of shares of Common Stock owned or held whether as trustee or through other Permitted Transferees by such Management Stockholders (or in such other proportions as such Management Stockholders may agree), and thereafter,the remaining Stockholders shall have the right to purchase at the Offer Price all but not less than all Offered Securities pro rata among such Stockholders so electing to purchase on the basis of the respective numbers of shares of Common Stock (with Warrants considered on an as if converted basis) owned by such Stockholders (or in such other proportion as they may agree), and thereafter, the Company shall have the right to purchase the Offered Shares, Securities. The rights of the Stockholders and the Company pursuant to this Section 5.1(b) shall be exercisable by the delivery of notice to the Selling Stockholder (the "Notice of Exercise"), within 30 calendar 4 business days from the date of receipt delivery of the Notice of Intention. The right Notice of Exercise shall state the total number of shares of the Offered Securities such Stockholder (or the Company) is willing to purchase without regard to whether or not other Stockholders purchase any shares of the Offered Securities. A copy of such Notice of Exercise shall also be delivered by each Stockholder to the Company and each other Stockholder. The rights of the Stockholders and the Company pursuant to this Section 3.1(b5.1(b) shall terminate if not exercised within 30 calendar unexercised 5 business days after receipt the date of delivery of the Notice of Intention. In the event that, if applicable, the option of the Company referred to in the previous paragraph terminates and there are remaining Offered Shares for which Notices of Exercise have not been received, the Selling Stockholder shall give notice thereof to the other Stockholders, setting forth the number of Offered Shares remaining to be sold pursuant to this Section 3.1(b). Such Stockholders shall then have the right to purchase all but not less than all the remaining Offered Shares pro rata based on the number of shares of the Company Common Stock owned by each, by delivery of a Notice of Exercise. The right of the Stockholders pursuant to Section 3.1(b) shall terminate if not exercised within 30 calendar days after receipt from the Selling Stockholder of such notice. (c) In the event that the Stockholders or the Company and/or the Stockholders exercise their rights to purchase all, but not less than all, any or all of the Offered Shares Securities in accordance with Section 3.1(b5.1(b), then the Selling Stockholder must sell the Offered Shares to the Company and/or Securities to such Stockholders after not less than (or, as the case may be, the Company) within 30 days and not more than 60 calendar days from the date of the delivery of last the Notice of Exercise received by the Selling Stockholder. The Selling Stockholder shall notify . (d) Notwithstanding the Company and each such Stockholder foregoing provisions of the number of Offered Shares to be sold to the Company and such Stockholders. Upon the consummation of such purchase and salethis Section 5.1, unless the Selling Stockholder shall deliver certificates evidencing have consented to the purchase of less than all of the Offered Shares sold duly endorsedSecurities, no Stockholder or accompanied by written instruments of transfer in form satisfactory to Stockholders nor the purchaser duly executed, by the Selling Stockholder, free and clear of Company may purchase any liens (other than those under this Agreement), against delivery Offered Securities hereunder unless all of the Offer Price payable Offered Securities are to be so purchased. (e) For purposes of this Article V, any Person who has failed to give notice of the election of an option hereunder within the specified time period will be deemed to have waived its rights on the day after the last day of such period. (f) Each Stockholder in accordance with its capacity only as a stockholder agrees and acknowledges that the notice specified in Company may purchase or acquire Common Stock pursuant to Section 3.1(a)5.1(b) hereof, and approves such purchases and acquisitions, and waives any objection or claim relating thereto, whether against the Company, the Board of Directors or otherwise.