Common use of Transfers by Stockholders Clause in Contracts

Transfers by Stockholders. (a) The Stockholder(s) proposing to make a Transfer (collectively, the “Transferring Stockholder”) shall first deliver a written notice (the “Transfer Notice”) to the Notice Stockholders stating (i) the Transferring Stockholder’s desire to Transfer Common Shares to a third party; (ii) the number of Common Shares subject to the proposed Transfer; (iii) the price and the other general terms of the proposed Transfer; and (iv) the identity of the third party transferee (the “Named Third Party”). Thereafter, the Tag-Along Stockholders may elect to participate in the Transfer subject to the participation rights set forth in this Section 4. (b) The Tag-Along Stockholders may elect to participate in the contemplated Transfer at the same price per Common Share and on the same terms and conditions specified in the Transfer Notice by delivering written notice (the “Participation Notice”) to the Transferring Stockholder within ten (10) days after delivery of the Transfer Notice (the “Participation Period”). If any such Tag-Along Stockholders elect to participate in such Transfer, the Transferring Stockholder and such Tag-Along Stockholders participating in such sale shall each be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Common Shares equal to the product of (i) the quotient determined by dividing (x) the percentage of all issued and outstanding Common Shares held by such Transferring Stockholder or such Tag-Along Stockholder, as the case may be, as of the applicable date by (y) the aggregate percentage of all issued and outstanding Common Shares owned by the Transferring Stockholder and the Tag-Along Stockholders participating in such sale and (ii) the number of Common Shares to be sold in the contemplated Transfer (such number of shares with respect to each such Transferring Stockholder or Tag-Along Stockholder, as the case may be, the “Transfer Amount”); provided, however, that if such Tag-Along Stockholder is MW, (A) MW shall be entitled to sell no more than a number of Common Shares which has an aggregate Fair Market Value of $10,000,000 on the date the Transfer Notice with respect to such proposed Transfer is delivered (such number of shares, the “MW Maximum Tag-Along Amount”), and (B) Column shall be entitled to sell, in addition to the Transfer Amount applicable to Column with respect to such proposed Transfer, a number of Common Shares that equals the difference between (X) the Transfer Amount applicable to MW with respect to such proposed Transfer minus (Y) the MW Maximum Tag-Along Amount. If the Tag-Along Stockholders do not send a Participation Notice during the Participation Period or otherwise decline to participate in the proposed Transfer, the Transferring Stockholder shall be permitted to consummate a transaction with the Named Third Party on substantially the same terms as the terms set forth in the Transfer Notice, provided that the closing of such transaction occurs within ninety (90) days after the delivery of the Transfer Notice. (c) If the Transferring Stockholder receives a Participation Notice from one or more of the Tag-Along Stockholders, the Transferring Stockholder shall use reasonable commercial efforts to obtain the agreement of the Named Third Party to the participation of such Tag-Along Stockholders in any contemplated Transfer, and no Transferring Stockholder shall transfer any Common Shares to the Named Third Party if such Named Third Party declines to allow the participation of the Tag-Along Stockholders.

Transfers by Stockholders. (a) The Stockholder(s) proposing Each of the Management Stockholders and Additional Stockholders severally agrees not to make a Transfer (collectivelyany Restricted Securities, the “Transferring Stockholder”) shall first deliver a written notice (the “Transfer Notice”) to the Notice Stockholders stating except (i) the Transferring Stockholder’s desire to Transfer Common Shares to a third partyPermitted Transferee who shall have executed and delivered to the Company a Joinder Agreement and thereby becomes a party to this Agreement; (ii) with the number approval of Common Shares subject the Board acting by Affirmative Board Vote, including, without limitation, pursuant to a merger or consolidation of the proposed TransferCompany; (iii) in a registered public offering, including pursuant to the price and exercise of rights, if any, of such Stockholder under the other general terms of the proposed TransferRegistration Rights Agreement or in a Rule 144 Transaction; and (iv) the identity to any 399 Stockholder; (v) pursuant to Section 2.5 (Right of First Refusal), (vi) pursuant to Section 2.6 (Involuntary Transfers), (vii) pursuant to Section 2.7 (Sale of the third party transferee Company Rights), (viii) in accordance with the “Named Third Party”). Thereafter, the Tag-Along Stockholders may elect to participate terms of Article III (Rights of Inclusion) in the Transfer subject capacity of an Offeree or (ix) pursuant to the participation rights set forth in this Section 4. Article IV (b) The Tag-Along Stockholders may elect to participate in the contemplated Transfer at the same price per Common Share and on the same terms and conditions specified in the Transfer Notice by delivering written notice (the “Participation Notice”) to the Transferring Stockholder within ten (10) days after delivery Repurchase of the Transfer Notice (the “Participation Period”). If any such Tag-Along Stockholders elect to participate in such Transfer, the Transferring Stockholder and such Tag-Along Stockholders participating in such sale shall each be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Common Shares equal to the product of (i) the quotient determined by dividing (x) the percentage of all issued and outstanding Common Shares held by such Transferring Stockholder or such Tag-Along Stockholder, as the case may be, as of the applicable date by (y) the aggregate percentage of all issued and outstanding Common Shares owned by the Transferring Stockholder and the Tag-Along Stockholders participating in such sale and (ii) the number of Common Shares to be sold in the contemplated Transfer (such number of shares with respect to each such Transferring Stockholder or Tag-Along Stockholder, as the case may be, the “Transfer Amount”Restricted Securities); provided, however, that if such Tag-Along no Management Stockholder is MWor Additional Management Stockholder shall Transfer any Restricted Securities pursuant to Section 2.5 for a period of five years following the Closing Date; and provided, further, that no Management Stockholder or Additional Management Stockholder shall transfer any Unvested Shares except (Ax) MW to a Permitted Transferee who shall be entitled to sell no more than a number of Common Shares which has an aggregate Fair Market Value of $10,000,000 on the date the Transfer Notice with respect to such proposed Transfer is have executed and delivered (such number of shares, the “MW Maximum Tag-Along Amount”), and (B) Column shall be entitled to sell, in addition to the Company a Joinder (b) Each of the 399 Stockholders severally agrees that it will not Transfer Amount applicable any Restricted Securities, except (i) to Column a Permitted Transferee, who shall have executed and delivered to the Company a Joinder Agreement and thereby becomes a party to this Agreement; (ii) pursuant to Section 2.7; (iii) to any Person subject to compliance with respect to such proposed Transfer, a number the terms of Common Shares that equals the difference between (X) the Transfer Amount applicable to MW with respect to such proposed Transfer minus (Y) the MW Maximum Tag-Along Amount. If the Tag-Along Stockholders do not send a Participation Notice during the Participation Period or otherwise decline to participate Article III in the proposed Transfercapacity of a Transferor; (iv) in a registered public offering, including pursuant to the Transferring Stockholder shall be permitted to consummate a transaction with the Named Third Party on substantially the same terms as the terms set forth in the Transfer Noticeexercise of rights, provided that the closing if any, of such transaction occurs within ninety (90) days after Stockholder under the delivery of the Transfer NoticeRegistration Rights Agreement or in a Rule 144 Transaction. (c) If the Transferring Stockholder receives a Participation Notice from one or more Each of the Tag-Along StockholdersStockholders severally agrees that it will not Transfer any Series A Preferred, except (i) to a Permitted Transferee who shall have executed a Joinder Agreement and thereby become a party to this Agreement; (ii) in accordance with the Transferring Stockholder shall use reasonable commercial efforts terms of Article III in the capacity of a Transferor and/or Offeree, as the case may be; (iii) pursuant to obtain the agreement of the Named Third Party Section 2.6; (iv) pursuant to Section 2.7; (v) pursuant to Article IV; or (vi) to the participation Company pursuant to a mandatory redemption of such Tag-Along Stockholders Series A Preferred as may be provided for under the Charter. In addition and notwithstanding clauses (i) through (ix) in Section 2.4(a), each Management Stockholder and Additional Management Stockholder agrees that it will not Transfer any contemplated Transfer, and no Transferring Stockholder shall transfer any Common Shares to Series A Preferred without the Named Third Party if such Named Third Party declines to allow the participation prior written consent of the Tag-Along Stockholders399.

Transfers by Stockholders. (ai) The Stockholder(sSubject to Section 5.01(a), (A) proposing each Stockholder shall have the right to Transfer at any time all or any portion of its shares of Common Stock or Preferred Stock (including any beneficial interest therein) to any Permitted Transferee of such Stockholder without the prior consent of any person (other than to the extent required by Section 5.01(a)), (B) any beneficial owner of (w) AC Partners LLLP, (x) Ripplewood, (y) Xxxxxx or (z) any other Stockholder that is a Permitted Transferee of any such Stockholder shall have the right to make an Indirect Transfer of a beneficial ownership interest in such Stockholder at any time without the prior consent of any person (other than to the extent required by Section 5.01(a)); provided, that the aggregate of all such Indirect Transfers of beneficial ownership interests pursuant to this Section 5.01(b)(i)(B) in (1) AC Partners LLLP and any other Stockholder that is a Permitted Transferee thereof, (2) Ripplewood and any other Stockholder that is a Permitted Transferee thereof and (3) Xxxxxx and any other Stockholder that is a Permitted Transferee thereof, in each case, shall not constitute in the aggregate Transfers of more than a beneficial ownership in 3% of the outstanding shares of Common Stock or Preferred Stock of the Corporation (treating for the purpose of this calculation all outstanding shares of Preferred Stock as if they were converted into shares of Common Stock at the then applicable conversion price and such shares of Common Stock were issued and outstanding) and (C) each Stockholder shall have the right to Transfer at any time all or any portion of its shares of Common Stock or Preferred Stock (including any beneficial interest therein) with the written consent of the Board. (ii) Prior to (A) an IPO, in the case of Senior Convertible Preferred Stock and any shares of Common Stock or Preferred Stock issued after the date of this Agreement, (B) January 23, 2012, in the case of shares of Common Stock or Preferred Stock acquired in exchange for securities originally issued by AC Holdco LLC pursuant to the 2008 Senior Notes Purchase Agreement or otherwise acquired from January 23, 2008 through December 4, 2008, or (C) April 27, 2010, in the case of shares of Common Stock or Preferred Stock acquired in exchange for securities originally issued by AC Holdco LLC pursuant to the 2006 Senior Notes Purchase Agreement or otherwise acquired prior to January 23, 2008, no Stockholder shall have the right to Transfer any of its shares of Common Stock or Preferred Stock (including any beneficial interest therein) to any person except (1) pursuant to Section 5.01(b)(i), Section 5.01(b)(iii), Section 5.02 or Section 5.03, or pursuant to Section 9.04(a) of the 2006 Senior Notes Purchase Agreement, (2) to another Stockholder subject to Section 5.01(b)(iv) or (3) with the prior written consent of the Board. On and after the applicable date set forth in the previous sentence, each Stockholder shall have the right to Transfer at any time all or any of such shares of Common Stock or Preferred Stock (including any beneficial interest therein), subject to Section 5.01(b)(iii). Any such Transfer of shares of Common Stock or Preferred Stock shall be subject to Section 5.01(a). (iii) (A) If any Stockholder (each such Stockholder, a “First Offer Transferor”) desires to Transfer any or all of its shares of Common Stock or Preferred Stock (other than a Transfer (collectivelypursuant to Section 5.01(b)(i), Section 5.01(b)(iv), Section 5.02 or Section 5.03), the First Offer Transferor shall give each Stockholder (other than, if applicable, itself) (the “Transferring StockholderFirst Offer Offerees”) shall first deliver a ), written notice (the “Transfer First Offer Notice”) of its intention to the Notice Stockholders stating (i) the Transferring Stockholder’s desire to so Transfer Common Shares to a third party; (ii) indicating the number of shares of Common Shares subject Stock or Preferred Stock to the proposed Transfer; (iii) the price and the other general terms of the proposed Transfer; and (iv) the identity of the third party transferee be offered for Transfer (the “Named Third Party”). Thereafter, the Tag-Along Stockholders may elect to participate in the Transfer subject to the participation rights set forth in this Section 4. (b) The Tag-Along Stockholders may elect to participate in the contemplated Transfer at the same price per Common Share and on the same terms and conditions specified in the Transfer Notice by delivering written notice (the “Participation Notice”) to the Transferring Stockholder within ten (10) days after delivery of the Transfer Notice (the “Participation Period”). If any such Tag-Along Stockholders elect to participate in such Transfer, the Transferring Stockholder and such Tag-Along Stockholders participating in such sale shall each be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Common Shares equal to the product of (i) the quotient determined by dividing (x) the percentage of all issued and outstanding Common Shares held by such Transferring Stockholder or such Tag-Along Stockholder, as the case may be, as of the applicable date by (y) the aggregate percentage of all issued and outstanding Common Shares owned by the Transferring Stockholder and the Tag-Along Stockholders participating in such sale and (ii) the number of Common Shares to be sold in the contemplated Transfer (such number of shares with respect to each such Transferring Stockholder or Tag-Along Stockholder, as the case may be, the “Transfer Amount”); provided, however, that if such Tag-Along Stockholder is MW, (A) MW shall be entitled to sell no more than a number of Common Shares which has an aggregate Fair Market Value of $10,000,000 on the date the Transfer Notice with respect to such proposed Transfer is delivered (such number of shares, the “MW Maximum Tag-Along AmountOffered Shares”), and the price in cash at which the First Offer Transferor proposes to Transfer the Offered Shares (B) Column the “Offer Price”). Delivery of a First Offer Notice shall be entitled constitute an offer by the First Offer Transferor, irrevocable through and including the Offer Date (as defined below), to sell, in addition Transfer to the Transfer Amount applicable First Offer Offerees, subject to Column with respect to such proposed Transfer, a number of Common Shares that equals the difference between (X) the Transfer Amount applicable to MW with respect to such proposed Transfer minus (Y) the MW Maximum Tag-Along Amount. If the Tag-Along Stockholders do not send a Participation Notice during the Participation Period or otherwise decline to participate in the proposed Transfer, the Transferring Stockholder shall be permitted to consummate a transaction with the Named Third Party on substantially the same terms as the terms set forth in the Transfer Noticeof this Section, provided that the closing of such transaction occurs within ninety all (90but not less than all) days after the delivery of the Transfer NoticeOffered Shares at the Offer Price. (c) If the Transferring Stockholder receives a Participation Notice from one or more of the Tag-Along Stockholders, the Transferring Stockholder shall use reasonable commercial efforts to obtain the agreement of the Named Third Party to the participation of such Tag-Along Stockholders in any contemplated Transfer, and no Transferring Stockholder shall transfer any Common Shares to the Named Third Party if such Named Third Party declines to allow the participation of the Tag-Along Stockholders.

Transfers by Stockholders. (a) The Stockholder(s) proposing to make a Transfer Stockholders hereby acknowledge that Proxyholder is an intended third-party beneficiary of the Fourth Amended and Restated Right of First Refusal and Co-Sale Agreement by and among the Founders (collectivelyas defined therein), the “Transferring Stockholder”Company and the Investors (as defined therein) shall first deliver a written notice dated as of November 20, 2009, as amended from time to time (the “Transfer NoticeROFR Agreement”) to the Notice Stockholders stating (i) the Transferring Stockholder’s desire to Transfer Common Shares to a third party; (ii) the number of Common Shares subject to the proposed Transfer; (iii) the price and the other general terms of the proposed Transfer; and (iv) the identity of the third party transferee (the “Named Third Party”). Thereafter, the Tag-Along Stockholders may elect to participate in the Stock Transfer subject to the participation rights set forth in this Section 4Agreements. (b) The Tag-Along Stockholders may elect further acknowledge that the Common Holder Shares are subject to participate in the contemplated Transfer at the same price per Common Share and voting agreements, as identified on the same terms and conditions specified in the Transfer Notice by delivering written notice Exhibit B hereto (the “Participation Notice”) to the Transferring Stockholder within ten (10) days after delivery of the Transfer Notice (the “Participation PeriodOriginal Voting Agreements”), in favor of Proxyholder regarding the voting or transfer of such shares. If any such Tag-Along Stockholders elect to participate agree that the Original Voting Agreements shall remain in such Transferfull force and effect, the Transferring Stockholder and such Tag-Along Stockholders participating in such sale shall each be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Common Shares equal to the product of (i) the quotient determined by dividing (x) the percentage of all issued and outstanding Common Shares held by such Transferring Stockholder or such Tag-Along Stockholder, except as the case may be, as of the applicable date by (y) the aggregate percentage of all issued and outstanding Common Shares owned by the Transferring Stockholder and the Tag-Along Stockholders participating in such sale and (ii) the number of Common Shares to be sold in the contemplated Transfer (such number of shares with respect to each such Transferring Stockholder or Tag-Along Stockholder, as the case may be, the “Transfer Amount”)set forth herein; provided, however, that if such Tag-Along Stockholder is MW, (A) MW the terms of the Original Voting Agreements shall be entitled suspended and not apply to sell no more than a number of the Common Holder Shares which has an aggregate Fair Market Value of $10,000,000 on the date the Transfer Notice (or to Stockholders with respect to such proposed Transfer the Shares) for so long as this Agreement remains in effect. Except as otherwise expressly provided in this Agreement, in the event that this Agreement is delivered terminated for any reason (such number of sharesother than pursuant to Section 7.1 (c)), the “MW Maximum Tag-Along Amount”), suspension of the terms of the Original Voting Agreements shall cease and (B) Column such Original Voting Agreements shall be entitled to sell, in addition again apply to the Transfer Amount applicable Common Holder Shares (and to Column Stockholders with respect to such proposed Transferthe Shares and not to any Excluded Stock). In the event that this Agreement is terminated pursuant to Section 7.1(c), neither this Agreement nor any Original Voting Agreement shall apply to any Shares or Stockholders. In the event of a number conflict between the terms and provisions of Common Shares that equals either or both of this Agreement or any Original Voting Agreement and the difference between (X) the Transfer Amount applicable to MW with respect to such proposed Transfer minus (Y) the MW Maximum Tag-Along Amount. If the Tag-Along Stockholders do not send a Participation Notice during the Participation Period or otherwise decline to participate in the proposed TransferInvestor Voting Agreement, the Transferring Stockholder shall be permitted to consummate a transaction with the Named Third Party on substantially the same terms as the terms set forth in the Transfer Notice, provided that the closing of such transaction occurs within ninety (90) days after the delivery and provisions of the Transfer NoticeInvestor Voting Agreement shall prevail. (c) If Pursuant to the Transferring Stockholder receives a Participation Notice from one or more Stock Transfer Agreements and Section 6 of the Tag-Along StockholdersROFR Agreement, a Stockholder may not transfer, assign, pledge or otherwise dispose of or encumber the Shares (collectively, a “Transfer”) without the prior written consent of the Company, unless otherwise permitted by the Stock Transfer Agreements and the ROFR Agreement. (d) If a Stockholder’s Transfer of Shares is permitted under the terms of the Stock Transfer Agreements and the ROFR Agreement or is otherwise consented to by the Company pursuant to the Stock Transfer Agreements and the ROFR Agreement, such Transfer shall not take effect until the pledgee, transferee or donee of such Shares (the “Transferee”) furnishes Proxyholder and the Company with a written agreement to be bound by the terms of this Agreement (an “Assumption Agreement”) and any additional agreement required under any other applicable agreements between the parties hereto, it being understood and agreed that the Company shall be entitled to issue stop transfer instructions in respect of such Shares to preclude any transfer of Shares in contravention of the foregoing. Notwithstanding the foregoing, following the completion of a firm commitment underwritten public offering by the Company (the “Initial Public Offering”) under the Securities Act of 1933, as amended (the “Securities Act”), the Transferring Transferee shall not be required to enter into an Assumption Agreement (and the Shares shall no longer be subject to the restrictions of this Agreement or any Original Voting Agreement) if: (i) at the time of such Transfer the Company has a Dual Class Structure and a Stockholder is transferring (x) Heavy Vote Stock that, upon completion of such Transfer, shall use reasonable commercial efforts to obtain automatically become Low Vote Stock, or (y) Low Vote Stock; or (ii) the agreement Shares of capital stock being transferred by a Stockholder, in either a single transaction or series of related transactions, represent less than 3.17% of the Named Third Party to the participation aggregate number of such Tag-Along Stockholders in any contemplated Transfer, and no Transferring Stockholder shall transfer any Common Shares to the Named Third Party if such Named Third Party declines to allow the participation shares of the Tag-Along StockholdersCompany’s voting capital stock then outstanding. For clarification purposes, Shares Transferred after an Initial Public Offering and in accordance with Section 6.1 (d) shall no longer be subject to this Agreement or any Original Voting Agreement and the Transferee shall not be treated as a “Stockholder” for purposes of this Agreement. Except as set forth in the prior sentence, upon satisfaction of the provisions of this Section 6.1, such pledgee, transferee or donee shall be treated as a “Stockholder” for purposes of this Agreement.