Common use of Transfers by Unitholders Clause in Contracts

Transfers by Unitholders. (a) No Unitholder shall Transfer, or offer to agree to Transfer, directly or indirectly, all or any part of any interest in such Unitholder’s Units or other Equity Interests, except (i) any Transfer of Units (A) from a Continuing Member to another Continuing Member or (B) Exchanges pursuant to and in accordance with Section 8.6 (each being an “Exempt Transfer”), or (ii) (A) with the prior written consent of the Managing Member, and (B) then only in compliance with this Section 8. Notwithstanding the foregoing, no party hereto shall avoid the provisions of this Agreement by making one or more Transfers to one or more transferees permitted under clause (i)(A) above and then disposing of all or any portion of such party’s interest in such transferee if such disposition would result in such transferee ceasing to be a permitted transferee. No Member may withdraw from the Company pursuant to Section 101.205 of the TBOC and no Member may withdraw from the Company except as provided in and pursuant to the terms of this Agreement. (b) Except in connection with Exchanges pursuant to the Exchange Agreements, Transfers pursuant to Section 8.6 or any other Transfer to the Company, each Transferee of Units shall, as a condition prior to such Transfer, execute and deliver to the Company a counterpart or joinder to this Agreement pursuant to which such Transferee shall agree to be bound by the provisions of this Agreement and such Transferee shall become a substituted Member on the effective date of such Transfer, which effective date shall not be earlier than the date of compliance with the conditions to such Transfer, and such admission shall be shown on the books and records of the Company (c) Notwithstanding anything to the contrary in this Section 8, no Unitholder shall make a Transfer of Units to a competitor of the Company or any Subsidiary. (d) The Members agree that the Managing Member and the Company shall not be required to recognize the interest or purported interest in the Company of any Person who has obtained an interest or a purported interest in the Company, directly or indirectly, as a result of a Transfer which is not authorized by this Agreement, and further agree that any such Transfer shall be null and void for all purposes (except to the extent otherwise provided by law or in this Section 8). If there is a doubt as to the ownership of an interest in the Company or who is entitled to a distribution of Available Cash or of other property, including liquidating proceeds, the Managing Member (or liquidating trustee, if applicable), may accumulate the Available Cash or liquidation proceeds or other property attributable to the interest(s) in question until the issue is resolved to the reasonable satisfaction of the Managing Member. (e) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer of any Class A Common Unit held by a Member other than PubCo that, concurrently with such Transfer such transferring Member shall also Transfer to the transferee the shares of Paired Voting Stock corresponding to such Transferred Class A Common Units.

Transfers by Unitholders. (a) No Unitholder shall Transfer any interest in any Units except in compliance with this Article VIII. Except for Transfers made in compliance with this Agreement, the Senior Management Agreements (to the extent applicable to such Unitholder and/or Units) and the Registration Agreement, subject to Section 8.1(b), no Unitholder shall Transfer, or offer to or agree to Transfer, directly or indirectly, all or any part of any interest in such Unitholder’s Person's Units without the prior written consent of the Investors, which consent may be withheld in each of the Investors' discretion. With the consent of the Investors, a Unitholder may Transfer all or any part of such Person's Units, subject to compliance with this Agreement (including Section 8.1(c)) and any other Equity Interestsagreement binding upon the Unitholders which restricts the Transfer of Units (including the Senior Management Agreements). Notwithstanding the foregoing, except subject to Section 8.8, a CABO Change of Control will not constitute a violation of this Section 8.1(a). (b) The restrictions set forth in Section 8.1(a) shall not apply to (i) any Transfer of a Unitholder's Units to or among his or her Family Group, (ii) any Transfer of such Person's Units that is an Investor to or among its Affiliates, (iii) any Transfer of such Person's Units held by any Executive to the Company or its Subsidiaries or to the Investors that choose to participate in such Transfer, pro rata, pursuant to the terms of a Senior Management Agreement between the Company and the Executive (notwithstanding the terms of such Senior Management Agreement, this carve-out shall only apply to the extent that each Investor has the opportunity to participate in such Transfer), (iv) after the consummation of a Public Offering by the Company, a Public Sale by an Investor, (v) after the consummation of a Public Offering by the Company, a Public Sale by an Executive expressly permitted by and pursuant to the terms of his or her Senior Management Agreement, (vi) any Transfer pursuant to Schedule B, Schedule C, the Call / Put Merger Agreement, the Short-Form Purchase Agreement or Section 8.9, (vii) subject to Schedule A, any Transfer in connection with a Sale of the Company; and/or (viii) from a Continuing Member any Transfer to another Continuing Member the Company in connection with the transactions contemplated by Section 8.11(e); provided, that the restrictions contained in this Agreement will continue to be applicable to such Person's Units after any Transfer pursuant to clause (i), (ii) or (Biii) Exchanges pursuant of this Section 8.1(b) and the Transferee of such Person's Units shall agree in writing to and be bound by the provisions of this Agreement in accordance with Section 8.6 8.1(c). Upon the Transfer of such Person's Units pursuant to clause (each being an “Exempt Transfer”i), or (ii) or (Aiii) with the prior written consent of the Managing Memberprevious sentence, and (Bthe Transferees will deliver a written notice to the Company, which notice will disclose in reasonable detail the identity of such Transferee. A Transferee permitted pursuant to this Section 8.1(b) then only who receives a Transfer of Units in compliance accordance with this Section 8Agreement shall be referred to herein as a "Permitted Transferee" and shall be deemed a "Substituted Unitholder" under this Agreement. Notwithstanding the foregoing, no party hereto shall avoid the provisions of this Agreement by (x) making one or more Transfers to one or more transferees permitted under clause (i)(A) above Permitted Transferees and then disposing of all or any portion of such party’s 's interest in any such transferee if such disposition would result in such transferee ceasing to be a permitted transfereePermitted Transferee or (y) by allowing the Transfer of any securities of any entity holding (directly or indirectly) Units. No Member may withdraw from the Company pursuant to Section 101.205 of the TBOC and no Member may withdraw from the Company except as provided in and pursuant Notwithstanding anything herein to the terms contrary, in no event shall Section 8.1(a) apply to any direct or indirect Transfer or issuance of this Agreement(A) all or any portion of any interest in any GTCR Investor or their direct or indirect equityholders, provided that such GTCR Investor remains a GTCR Fund or an Affiliate of a GTCR Fund, or (B) all or any portion of any interest in the CABO Investor or its direct or indirect equityholders. (bc) Except as otherwise approved in connection with Exchanges pursuant to writing by the Exchange Agreements, Transfers pursuant to Section 8.6 or any other Transfer to the CompanyBoard, each Transferee transferee of Units or other interest in the Company shall, as a condition prior precedent to such Transfer, execute and deliver to the Company a counterpart or joinder to this Agreement pursuant to which such Transferee transferee shall agree to be bound by the provisions of this Agreement and such Transferee shall become a substituted Member on the effective date of such Transfer, which effective date shall not be earlier than the date of compliance with the conditions to such Transfer, and such admission shall be shown on the books and records of the Company (c) Notwithstanding anything to the contrary in this Section 8, no Unitholder shall make a Transfer of Units to a competitor of the Company or any SubsidiaryRegistration Agreement. (d) The Members agree that the Managing Member and the Company shall not be required to recognize the interest or purported interest in the Company of any Person who has obtained an interest or a purported interest in the Company, directly or indirectly, as a result of a Transfer which is not authorized by this Agreement, and further agree that any such Transfer shall be null and void for all purposes (except to the extent otherwise provided by law or in this Section 8). If there is a doubt as to the ownership of an interest in the Company or who is entitled to a distribution of Available Cash or of other property, including liquidating proceeds, the Managing Member (or liquidating trustee, if applicable), may accumulate the Available Cash or liquidation proceeds or other property attributable to the interest(s) in question until the issue is resolved to the reasonable satisfaction of the Managing Member. (e) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer of any Class A Common Unit held by a Member other than PubCo that, concurrently with such Transfer such transferring Member shall also Transfer to the transferee the shares of Paired Voting Stock corresponding to such Transferred Class A Common Units.

Transfers by Unitholders. (a) No Unitholder shall Transfer, or offer to agree to Transfer, directly or indirectly, all or any part of Transfer any interest in such Unitholder’s any Units or other Equity Interests, except (i) any Transfer of Units (A) from a Continuing Member to another Continuing Member or (B) Exchanges pursuant to and in accordance with Section 8.6 (each being an “Exempt Transfer”), or (ii) (A) with the prior written consent of the Managing Member, and (B) then only in compliance with this Section 8. Article X. (b) Notwithstanding any other provision of this Agreement, prior to the foregoingfirst anniversary of the Acquisition Closing, no party hereto Unitholder shall avoid the provisions of this Agreement by making one Transfer, or more Transfers enter into any agreement to one or more transferees permitted under clause (i)(A) above and then disposing of all or Transfer, any portion of such party’s interest in such transferee if such disposition would result any Units other than to a Control Affiliate (as defined in such transferee ceasing to be a permitted transferee. No Member may withdraw from the Company pursuant to Section 101.205 of Acquisition Agreement) in compliance with the TBOC and no Member may withdraw from the Company except as provided in and pursuant to the terms other provisions of this Agreement. (bc) Except in connection with Exchanges pursuant to the Exchange Agreements, Transfers pursuant to Section 8.6 or any other Transfer to the Company, each Transferee Each transferee of Units or other interest in the LLC shall, as a condition prior precedent to such Transfer, execute and deliver to the Company a counterpart or joinder to this Agreement pursuant to which such Transferee transferee shall agree to be bound by the provisions of this Agreement and such Transferee shall become Agreement. Each transferee of Units or other interest in the LLC (other than a substituted Member on the effective date of such Transfertransferee in a Public Offering) shall, which effective date shall not be earlier than the date of compliance with the conditions upon executing a counterpart to such Transferthis Agreement, and such admission shall be shown on the books and records have all of the Company (c) Notwithstanding economic rights and privileges of the transferor, but shall not, notwithstanding anything herein to the contrary except the proviso in this this Section 810.1 (c), no Unitholder be entitled to any voting rights or rights to designate members of the Board, without the prior consent of the holders of at least two-thirds (2/3) of the Common Units held by the Investor Members other than the transferor; provided that voting rights and rights to designate members of the Board shall make transfer automatically to (i) a Transfer transferee of Units pursuant to a competitor the exercise of first offer rights set forth in Section 10.2 if such transferee is an existing Unitholder with existing voting rights or rights to designate members of the Company or any SubsidiaryBoard, respectively and (ii) a Permitted Transferee. (d) The Members agree that restrictions on the Managing Member and the Company shall not be required to recognize the interest Transfer of Units or purported interest other interests in the Company of any Person who has obtained an interest or a purported interest in the Company, directly or indirectly, as a result of a Transfer which is not authorized by this Agreement, and further agree that any such Transfer shall be null and void for all purposes (except to the extent otherwise provided by law or LLC set forth in this Section 8). If there is a doubt as 10.1 shall continue with respect to the ownership of an each Unit or other interest in any Unit until the date on which such Unit or other interest has been transferred in a Public Sale or pursuant to a Sale of the Company or who is entitled to a distribution of Available Cash or of other property, including liquidating proceeds, that meets the Managing Member (or liquidating trustee, if applicable), may accumulate the Available Cash or liquidation proceeds or other property attributable to the interest(s) conditions for Transfer set forth in question until the issue is resolved to the reasonable satisfaction of the Managing Member.this Article X. (e) Except The LLC may not recognize for any purpose any purported Transfer of all or part of a Unit until the other applicable provisions of this Article X have been satisfied and the LLC has received (other than in the case of transfers described in Sections 6.8(c)(i)(A) and (B) above) a favorable opinion of legal counsel reasonably acceptable to the Board to the effect that either (i) the Transfer of the Unit or part thereof subject to the Transfer or admission has been registered under the Securities Act and any applicable state securities laws or (ii) the Transfer or admission is exempt from registration under those laws. The Board, however, may waive any or all of the requirements of this Section 10.1(e). (f) The LLC may not recognize for any purpose any purported Transfer of all or part of a Unit until the other applicable provisions of this Article X have been satisfied and the LLC has received (other than in the case of transfers described in Sections 6.8(c)(i)(A) and (B) above) a favorable opinion of legal counsel reasonably acceptable to the Board to the effect that the Transfer will not cause the LLC to be treated as otherwise expressly provided hereina "publicly traded partnership," as defined in Code Section 7704, it shall taxable as a corporation. The Board, however, may waive any or all of the requirements of this Section 10.1(f). (g) If a Unitholder Transfers its Units or other interests in the LLC to a Permitted Transferee, then for so long as such Permitted Transferee holds such Units or other interests in the LLC, such Permitted Transferee must continue to be a condition precedent Permitted Transferee (as defined in this Agreement) of the initial holder of such Units or other interests in the LLC issued by the LLC. For example, if Unitholder A transfers its Units to any Transfer Unitholder B as a Permitted Transferee of any Class Unitholder A, then Unitholder B must continue to be a Permitted Transferee of Unitholder A Common Unit held by for so long as Unitholder B owns such Units. If Unitholder B transfers its Units to Unitholder C as a Member other than PubCo thatPermitted Transferee of Unitholder B, concurrently with then Unitholder C must continue to be a Permitted Transferee of Unitholder A for so long as Unitholder C owns such Transfer such transferring Member shall also Transfer to the transferee the shares of Paired Voting Stock corresponding to such Transferred Class A Common Units.

Transfers by Unitholders. (a) No Unitholder shall Transfer, or offer to agree to Transfer, directly or indirectly, all or any part of Transfer any interest in such Unitholder’s any Units or other Equity Interests, except (i) any Transfer of Units (A) from a Continuing Member to another Continuing Member or (B) Exchanges pursuant to and in accordance with Section 8.6 (each being an “Exempt Transfer”), or (ii) (A) with the prior written consent of the Managing Member, and (B) then only in compliance with this Section 8. Notwithstanding the foregoing, no party hereto shall avoid the provisions of this Agreement by making one or more Transfers to one or more transferees permitted under clause (i)(A) above and then disposing of all or any portion of such party’s interest in such transferee if such disposition would result in such transferee ceasing to be a permitted transferee. No Member may withdraw from the Company pursuant to Section 101.205 of the TBOC and no Member may withdraw from the Company except as provided in and pursuant to the terms of this Agreement.Article X. (b) Except in connection with Exchanges pursuant to the Exchange Agreements, Transfers pursuant to Section 8.6 or any other Transfer to the Company, each Transferee [Intentionally Omitted]. (c) Each transferee of Units or other interest in the LLC shall, as a condition prior precedent to such Transfer, execute and deliver to the Company a counterpart or joinder to this Agreement pursuant to which such Transferee transferee shall agree to be bound by the provisions of this Agreement and such Transferee shall become a substituted Member on the effective date of such TransferAgreement; provided, which effective date shall not be earlier than the date of compliance however, that in connection with the conditions THI Liquidation the new Unitholders shall only be required to such Transferexecute a new signature page to this Agreement. Each transferee of Units or other interest in the LLC (other than a transferee in a Public Offering) shall, and such admission shall be shown on the books and records upon executing a counterpart to this Agreement, have all of the Company (c) Notwithstanding economic rights and privileges of the transferor, but shall not, notwithstanding anything herein to the contrary except the proviso in this Section 810.1(c), no Unitholder be entitled to any voting rights or rights to designate members of the Board, without the prior consent of the holders of at least two-thirds (2/3) of the Voting Units held by the Investor Members other than the transferor; provided that voting rights and rights to designate members of the Board shall make transfer automatically to (i) a Transfer transferee of Units pursuant to a competitor the exercise of first offer rights set forth in Section 10.2 if such transferee is an existing Unitholder with existing voting rights or rights to designate members of the Company or any SubsidiaryBoard, respectively, (ii) a Permitted Transferee, and (iii) the Investor Members, in connection with the Units distributed pursuant to the THI Liquidation. (d) The Members agree restrictions on the Transfer of Units or other interests in the LLC set forth in this Section 10.1 shall continue with respect to each Unit or other interest in any Unit until the date on which such Unit or other interest has been transferred in a Public Sale or pursuant to a Sale of the Company that meets the conditions for Transfer set forth in this Article X. (e) The LLC may not recognize for any purpose any purported Transfer of all or part of a Unit until the other applicable provisions of this Article X have been satisfied and the LLC has received (other than in the case of transfers described in Sections 6.8(c)(i) above and the Transfers pursuant to the THI Liquidation) a favorable opinion of legal counsel reasonably acceptable to the Board to the effect that either (i) the Transfer of the Unit or part thereof subject to the Transfer or admission has been registered under the Securities Act and any applicable state securities laws or (ii) the Transfer or admission is exempt from registration under those laws. The Board, however, may waive any or all of the requirements of this Section 10.1(e). (f) The LLC may not recognize for any purpose any purported Transfer of all or part of a Unit until the other applicable provisions of this Article X have been satisfied and the LLC has received (other than in the case of transfers described in Sections 6.8(c)(i) above and the Transfers pursuant to the THI Liquidation) a favorable opinion of legal counsel reasonably acceptable to the Board to the effect that the Managing Member and Transfer will not cause the Company shall not LLC to be required to recognize treated as a “publicly traded partnership,” as defined in Code Section 7704, taxable as a corporation. The Board, however, may waive any or all of the interest requirements of this Section 10.1(f). (g) If a Unitholder Transfers its Units or purported interest other interests in the Company of any Person who has obtained an interest LLC to a Permitted Transferee, then for so long as such Permitted Transferee holds such Units or a purported interest other interests in the CompanyLLC, such Permitted Transferee must continue to be a Permitted Transferee (as defined in this Agreement) of the initial holder of such Units or other interests in the LLC issued by the LLC. For example, if Unitholder A transfers its Units to Unitholder B as a Permitted Transferee of Unitholder A, then Unitholder B must continue to be a Permitted Transferee of Unitholder A for so long as Unitholder B owns such Units. If Unitholder B transfers its Units to Unitholder C as a Permitted Transferee of Unitholder B, then Unitholder C must continue to be a Permitted Transferee of Unitholder A for so long as Unitholder C owns such Units. (h) No Unitholder may, directly or indirectly, as Transfer any Class B Preferred Units (including in a result Sale of a Transfer which is not authorized by this Agreement, and further agree that any such Transfer shall be null and void for all purposes (except to the extent otherwise provided by law or in this Section 8). If there is a doubt as to the ownership of an interest in the Company or who is entitled to a distribution of Available Cash or of other property, including liquidating proceeds, the Managing Member (or liquidating trustee, if applicable), may accumulate the Available Cash or liquidation proceeds or other property attributable to the interest(sCompany) in question until the issue is resolved to the reasonable satisfaction exchange for consideration with a value in excess of the Managing Member. (e) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer Class B Liquidation Preference of any Class A Common Unit held by a Member other than PubCo that, concurrently with such Transfer such transferring Member shall also Transfer to the transferee the shares of Paired Voting Stock corresponding to such Transferred Class A Common Units.

Transfers by Unitholders. (a) No Unitholder shall Transfer, or offer to agree to Transfer, directly or indirectly, all or any part of Transfer any interest in such Unitholder’s any Units or other Equity Interests, except (i) any Transfer of Units (A) from a Continuing Member to another Continuing Member or (B) Exchanges pursuant to and in accordance with Section 8.6 (each being an “Exempt Transfer”), or (ii) (A) with the prior written consent of the Managing Member, and (B) then only in compliance with this Section 8. Article X. (b) Notwithstanding any other provision of this Agreement, prior to the foregoingfirst anniversary of the Acquisition Closing, no party hereto Unitholder shall avoid the provisions of this Agreement by making one Transfer, or more Transfers enter into any agreement to one or more transferees permitted under clause (i)(A) above and then disposing of all or Transfer, any portion of such party’s interest in such transferee if such disposition would result any Units other than to a Control Affiliate (as defined in such transferee ceasing to be a permitted transferee. No Member may withdraw from the Company pursuant to Section 101.205 of Acquisition Agreement) in compliance with the TBOC and no Member may withdraw from the Company except as provided in and pursuant to the terms other provisions of this Agreement. (bc) Except in connection with Exchanges pursuant to the Exchange Agreements, Transfers pursuant to Section 8.6 or any other Transfer to the Company, each Transferee Each transferee of Units or other interest in the LLC shall, as a condition prior precedent to such Transfer, execute and deliver to the Company a counterpart or joinder to this Agreement pursuant to which such Transferee transferee shall agree to be bound by the provisions of this Agreement and such Transferee shall become Agreement. Each transferee of Units or other interest in the LLC (other than a substituted Member on the effective date of such Transfertransferee in a Public Offering) shall, which effective date shall not be earlier than the date of compliance with the conditions upon executing a counterpart to such Transferthis Agreement, and such admission shall be shown on the books and records have all of the Company (c) Notwithstanding economic rights and privileges of the transferor, but shall not, notwithstanding anything herein to the contrary except the proviso in this Section 810.1(c), no Unitholder be entitled to any voting rights or rights to designate members of the Board, without the prior consent of the holders of at least two-thirds (2/3) of the Voting Units held by the Investor Members other than the transferor; provided that voting rights and rights to designate members of the Board shall make transfer automatically to (i) a Transfer transferee of Units pursuant to a competitor the exercise of first offer rights set forth in Section 10.2 if such transferee is an existing Unitholder with existing voting rights or rights to designate members of the Company or any SubsidiaryBoard, respectively and (ii) a Permitted Transferee. (d) The Members agree restrictions on the Transfer of Units or other interests in the LLC set forth in this Section 10.1 shall continue with respect to each Unit or other interest in any Unit until the date on which such Unit or other interest has been transferred in a Public Sale or pursuant to a Sale of the Company that meets the conditions for Transfer set forth in this Article X. (e) The LLC may not recognize for any purpose any purported Transfer of all or part of a Unit until the other applicable provisions of this Article X have been satisfied and the LLC has received (other than in the case of transfers described in Sections 6.8(c)(i)(A) and (B) above) a favorable opinion of legal counsel reasonably acceptable to the Board to the effect that either (i) the Transfer of the Unit or part thereof subject to the Transfer or admission has been registered under the Securities Act and any applicable state securities laws or (ii) the Transfer or admission is exempt from registration under those laws. The Board, however, may waive any or all of the requirements of this Section 10.1(e). (f) The LLC may not recognize for any purpose any purported Transfer of all or part of a Unit until the other applicable provisions of this Article X have been satisfied and the LLC has received (other than in the case of transfers described in Sections 6.8(c)(i)(A) and (B) above) a favorable opinion of legal counsel reasonably acceptable to the Board to the effect that the Managing Member and Transfer will not cause the Company shall not LLC to be required to recognize treated as a “publicly traded partnership,” as defined in Code Section 7704, taxable as a corporation. The Board, however, may waive any or all of the interest requirements of this Section 10.1(f). (g) If a Unitholder Transfers its Units or purported interest other interests in the Company of any Person who has obtained an interest LLC to a Permitted Transferee, then for so long as such Permitted Transferee holds such Units or a purported interest other interests in the CompanyLLC, such Permitted Transferee must continue to be a Permitted Transferee (as defined in this Agreement) of the initial holder of such Units or other interests in the LLC issued by the LLC. For example, if Unitholder A transfers its Units to Unitholder B as a Permitted Transferee of Unitholder A, then Unitholder B must continue to be a Permitted Transferee of Unitholder A for so long as Unitholder B owns such Units. If Unitholder B transfers its Units to Unitholder C as a Permitted Transferee of Unitholder B, then Unitholder C must continue to be a Permitted Transferee of Unitholder A for so long as Unitholder C owns such Units. (h) No Unitholder may, directly or indirectly, as Transfer any Class B Preferred Units (including in a result Sale of a Transfer which is not authorized by this Agreement, and further agree that any such Transfer shall be null and void for all purposes (except to the extent otherwise provided by law or in this Section 8). If there is a doubt as to the ownership of an interest in the Company or who is entitled to a distribution of Available Cash or of other property, including liquidating proceeds, the Managing Member (or liquidating trustee, if applicable), may accumulate the Available Cash or liquidation proceeds or other property attributable to the interest(sCompany) in question until the issue is resolved to the reasonable satisfaction exchange for consideration with a value in excess of the Managing Member. (e) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer Class B Liquidation Preference of any Class A Common Unit held by a Member other than PubCo that, concurrently with such Transfer such transferring Member shall also Transfer to the transferee the shares of Paired Voting Stock corresponding to such Transferred Class A Common Units.

Transfers by Unitholders. (a) No Unitholder shall Transfer, or offer to agree to Transfer, directly or indirectly, all or any part of Transfer any interest in such Unitholder’s any Units or other Equity Interests, except (i) any Transfer of Units (A) from a Continuing Member to another Continuing Member or (B) Exchanges pursuant to and in accordance with Section 8.6 (each being an “Exempt Transfer”), or (ii) (A) with the prior written consent of the Managing Member, and (B) then only in compliance with this Section 8. Notwithstanding the foregoing, no party hereto shall avoid the provisions of this Agreement by making one or more Transfers to one or more transferees permitted under clause (i)(A) above and then disposing of all or any portion of such party’s interest in such transferee if such disposition would result in such transferee ceasing to be a permitted transferee. No Member may withdraw from the Company pursuant to Section 101.205 of the TBOC and no Member may withdraw from the Company except as provided in and pursuant to the terms of this AgreementArticle IX. (b) Except Each transferee of Units or other interests in connection with Exchanges the LLC who is entitled to become a Member pursuant to the Exchange Agreements, Transfers pursuant to Section 8.6 or any other Transfer to the Company, each Transferee of Units shallthis Agreement and who is not already a Member and Unitholder, as a condition prior to such Transfer, or upon a request therefor by the Company to a holder of Restricted Profits Interests, shall execute and deliver a counterpart to this Agreement in a form substantially similar to the Company a counterpart or joinder to this Joinder Agreement pursuant to which such Transferee transferee shall agree to be bound by the provisions of this Agreement and such Transferee shall become a substituted Member on the effective date of such Transfer, which effective date shall not be earlier than the date of compliance with the conditions to such Transfer, and such admission shall be shown on the books and records of the CompanyAgreement. (c) Notwithstanding anything Pursuant to Section 9.5, the Board shall have the power to deny any Transfer, or implement a system by which Transfers may be made, in order to ensure, in the opinion of counsel, that the LLC will not be treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code. The Board shall be entitled to take any action or establish any trading restrictions on Units that the Board determines to be necessary, without the need to obtain any consent or approval from any Member or Xxxxxxxxxx. (x) Subject to any Transfer restrictions imposed by Section 9.5 or any limitation on the Transfer of Restricted Profits Interests that may be imposed by the Board to ensure their qualification as “profits interests” under the Code, the Unitholders shall not Transfer any Units, except (i) to a Permitted Transferee or pursuant to Section 9.1(f) or an Approved Sale pursuant to Section 9.3, or (ii) pursuant to the contrary provisions of this Section 9.1(d) or Section 9.2. Any such proposed Transfer of Units must meet applicable federal and state securities laws (and not result in the Company becoming a public reporting company due to its number of equity owners unless the CEO shall determine otherwise upon consultation with the Board). The Company’s CEO shall have the power to waive the time periods specified in this Section 8, no Unitholder shall make a 9.1(d) if the CEO determines that the Company will not exercise its right to purchase any such Units. Prior to making any Transfer of Units not described in clause (i) of this Section 9.1(d) or Section 9.2, the applicable Unitholder (a “Transferring Unitholder”) shall deliver written notice (the “Sale Notice”) to a competitor the LLC. The Sale Notice shall disclose in reasonable detail the number of Units to be Transferred, the terms and conditions of the Company proposed Transfer and the identity of the prospective purchasers. A Unitholder shall not consummate any Transfer until 50 days after the Sale Notice has been given to the LLC (the “Election Period”), unless the parties to the Transfer have been finally determined pursuant to this Section 9.1(d) prior to the expiration of such 50-day period. The date of the first to occur of such events is referred to herein as the “Authorization Date.” The LLC may elect to purchase all but not less than all of the Units to be Transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering a written notice of such election to the Transferring Unitholder within 20 days after the Sale Notice has been delivered to the LLC. If the LLC has not elected to purchase all of the Units specified in the Sale Notice, none of such Units will be purchased by the LLC and the Transferring Unitholder may Transfer the Units to the prospective purchasers specified in the Sale Notice, subject to the provisions of Section 9.1(b) above, at a price and on terms no more favorable to the transferee(s) thereof than specified in the Sale Notice during the 60-day period immediately following the Authorization Date. Any Units not transferred within such 60-day period shall be subject to the provisions of this Section 9.1(d) upon any subsequent Transfer. If the LLC has elected to purchase Units hereunder, the Transfer of such Units to the LLC shall be consummated as soon as practical after the delivery of the election notice(s) to the Transferring Unitholder, but in any event within 15 days after the expiration of the Election Period. The LLC may pay for the Units by delivery of a cashier’s check or any Subsidiarywire transfer of immediately available funds unless the Sales Notice provided for installment payments. The purchasers of Units under this Section 9.1(d) shall be entitled to receive customary representations and warranties from the Transferring Unitholder regarding due authorization, execution and delivery, organization and good standing, title and absence of Liens. (de) The Members agree Any Unitholder may Transfer any interest in any of its Units to any Permitted Transferee provided that the Managing Member and Board, in its sole discretion, may prevent any such Transfer to a Permitted Transferee if such Transfer would cause the Company shall LLC not to be required treated as a partnership for U.S. federal income tax purposes as described in Section 9.5 or such Units represent Restricted Profits Interests, the Transfer of which may be limited by the Board to recognize ensure their continuing qualification as “profits interests” under the interest Code. (f) Notwithstanding Section 9.1(d), if there is an actual or purported interest in proposed involuntary Transfer of Units held by either of the Company of any Person who has obtained an interest LLC’s Founding Members or the CEO, whether by court order or otherwise, pursuant to a divorce decree or proceeding, or a purported interest in Unitholder or proposed transferee of Units ceases to be a member of a Founding Member’s or the Company, directly or indirectly, LLC’s CEO’s Family Group as a result of a divorce, then, in any of such circumstances, the continuing Founding Member or CEO, as applicable, or the transferee (or proposed transferee) must give the LLC written notice of such Transfer which is or proposed Transfer and must not authorized by this Agreementsell, and further agree that assign, Transfer, pledge, encumber or otherwise dispose of any such Transfer Units without first offering all of such Units for sale to the related or formerly related Founding Member or CEO. If no written notice is given, the LLC shall be null and void deemed to have received such notice when the LLC first has actual knowledge of any actual or proposed involuntary Transfer. In the case of an involuntary Transfer to the spouse or former spouse of a Founding Member or the CEO as a result of a divorce or similar proceeding, or upon a Unitholder ceasing to be a member of a Founding Member’s or CEO’s Family Group, the Founding Member or CEO whose spouse or former spouse owns, or purports to own, Units shall have the first option to acquire any or all of the Units held by such Person’s spouse or former spouse in the same manner as provided in Section 9.1(d) with respect to the LLC’s option, except if there is no third party valuation of the Units, they may be acquired for their Fair Market Value pursuant to this Section 9.1(f). If such Unitholder whose spouse or former spouse holds Units fails to purchase or give notice of such Unitholder’s intent to purchase all of the Units held by his or her spouse or former spouse, the LLC will then have the right to purchase such Units pursuant to Section 9.1(d). If neither the Founding Members nor CEO, as applicable, or the LLC acquire the Units held by a spouse or former spouse of a Founding Member or CEO pursuant to this Section 9.1(f), any Units that are held by or otherwise Transferred to such spouse or former spouse, whether by court order or otherwise, shall immediately become non-voting Units for all purposes (except to the extent otherwise provided by law or in of this Section 8). If there is a doubt as to the ownership of an interest in the Company or who is entitled to a distribution of Available Cash or of other property, including liquidating proceeds, the Managing Member (or liquidating trustee, if applicable), may accumulate the Available Cash or liquidation proceeds or other property attributable to the interest(s) in question until the issue is resolved to the reasonable satisfaction of the Managing MemberAgreement. (e) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer of any Class A Common Unit held by a Member other than PubCo that, concurrently with such Transfer such transferring Member shall also Transfer to the transferee the shares of Paired Voting Stock corresponding to such Transferred Class A Common Units.

Transfers by Unitholders. (a) No Unitholder shall Transfer any interest in any Units except in compliance with this Article VIII. Except for Transfers made in compliance with this Agreement, the Senior Management Agreements (to the extent applicable to such Unitholder and/or Units) and the Registration Agreement, subject to Section 8.1(b), no Unitholder shall Transfer, or offer to or agree to Transfer, directly or indirectly, all or any part of any interest in such Unitholder’s Person's Units without the prior written consent of the Investors, which consent may be withheld in each of the Investors' discretion. With the consent of the Investors, a Unitholder may Transfer all or any part of such Person's Units, subject to compliance with this Agreement (including Section 8.1(c)) and any other Equity Interestsagreement binding upon the Unitholders which restricts the Transfer of Units (including the Senior Management Agreements). Notwithstanding the foregoing, except subject to Section 8.8, a CABO Change of Control will not constitute a violation of this Section 8.1(a). (b) The restrictions set forth in Section 8.1(a) shall not apply to (i) any Transfer of a Unitholder's Units to or among his or her Family Group, (ii) any Transfer of such Person's Units that is an Investor to or among its Affiliates, (iii) any Transfer of such Person's Units held by any Executive to the Company or its Subsidiaries or to the Investors that choose to participate in such Transfer, pro rata, pursuant to the terms of a Senior Management Agreement between the Company and the Executive (notwithstanding the terms of such Senior Management Agreement, this carve-out shall only apply to the extent that each Investor has the opportunity to participate in such Transfer), (iv) after the consummation of a Public Offering by the Company, a Public Sale by an Investor, (v) after the consummation of a Public Offering by the Company, a Public Sale by an Executive expressly permitted by and pursuant to the terms of his or her Senior Management Agreement, (vi) any Transfer pursuant to Section 8.7, Section 8.8 or Section 8.9, (vii) subject to Schedule A, any Transfer in connection with a Sale of the Company; and/or (viii) from a Continuing Member any Transfer to another Continuing Member the Company in connection with the transactions contemplated by Section 8.11(e); provided, that the restrictions contained in this Agreement will continue to be applicable to such Person's Units after any Transfer pursuant to clause (i), (ii) or (Biii) Exchanges pursuant of this Section 8.1(b) and the Transferee of such Person's Units shall agree in writing to and be bound by the provisions of this Agreement in accordance with Section 8.6 8.1(c). Upon the Transfer of such Person's Units pursuant to clause (each being an “Exempt Transfer”i), or (ii) or (Aiii) with the prior written consent of the Managing Memberprevious sentence, and (Bthe Transferees will deliver a written notice to the Company, which notice will disclose in reasonable detail the identity of such Transferee. A Transferee permitted pursuant to this Section 8.1(b) then only who receives a Transfer of Units in compliance accordance with this Section 8Agreement shall be referred to herein as a "Permitted Transferee" and shall be deemed a "Substituted Unitholder" under this Agreement. Notwithstanding the foregoing, no party hereto shall avoid the provisions of this Agreement by (x) making one or more Transfers to one or more transferees permitted under clause (i)(A) above Permitted Transferees and then disposing of all or any portion of such party’s 's interest in any such transferee if such disposition would result in such transferee ceasing to be a permitted transfereePermitted Transferee or (y) by allowing the Transfer of any securities of any entity holding (directly or indirectly) Units. No Member may withdraw from the Company pursuant to Section 101.205 of the TBOC and no Member may withdraw from the Company except as provided in and pursuant Notwithstanding anything herein to the terms contrary, in no event shall Section 8.1(a) apply to any direct or indirect Transfer or issuance of this Agreement(A) all or any portion of any interest in any GTCR Investor or their direct or indirect equityholders, provided that such GTCR Investor remains a GTCR Fund or an Affiliate of a GTCR Fund, or (B) all or any portion of any interest in the CABO Investor or its direct or indirect equityholders. (bc) Except as otherwise approved in connection with Exchanges pursuant to writing by the Exchange Agreements, Transfers pursuant to Section 8.6 or any other Transfer to the CompanyBoard, each Transferee transferee of Units or other interest in the Company shall, as a condition prior precedent to such Transfer, execute and deliver to the Company a counterpart or joinder to this Agreement pursuant to which such Transferee transferee shall agree to be bound by the provisions of this Agreement and such Transferee shall become a substituted Member on the effective date of such Transfer, which effective date shall not be earlier than the date of compliance with the conditions to such Transfer, and such admission shall be shown on the books and records of the Company (c) Notwithstanding anything to the contrary in this Section 8, no Unitholder shall make a Transfer of Units to a competitor of the Company or any SubsidiaryRegistration Agreement. (d) The Members agree that the Managing Member and the Company shall not be required to recognize the interest or purported interest in the Company of any Person who has obtained an interest or a purported interest in the Company, directly or indirectly, as a result of a Transfer which is not authorized by this Agreement, and further agree that any such Transfer shall be null and void for all purposes (except to the extent otherwise provided by law or in this Section 8). If there is a doubt as to the ownership of an interest in the Company or who is entitled to a distribution of Available Cash or of other property, including liquidating proceeds, the Managing Member (or liquidating trustee, if applicable), may accumulate the Available Cash or liquidation proceeds or other property attributable to the interest(s) in question until the issue is resolved to the reasonable satisfaction of the Managing Member. (e) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer of any Class A Common Unit held by a Member other than PubCo that, concurrently with such Transfer such transferring Member shall also Transfer to the transferee the shares of Paired Voting Stock corresponding to such Transferred Class A Common Units.

Transfers by Unitholders. (a) No Unitholder shall Transfer any interest in any Units except in compliance with this Article VIII. Except for Transfers made in compliance with this Agreement and the Employee Equity Agreements (to the extent applicable to such Units), no Unitholder shall Transfer, or offer to or agree to Transfer, directly or indirectly, all or any part of any interest in such Unitholder’s Person's Units without the prior written consent of the Board, which consent may be withheld in the Board's discretion. With the Board's consent, a Unitholder may Transfer all or any part of such Person's Units, subject to compliance with this Agreement (including Section 8.1(c)) and any other agreement binding upon the Unitholders which restricts the Transfer of Units (including the Employee Equity InterestsAgreements). Notwithstanding the foregoing, except the Investors may Transfer Units without the approval of the Board (but subject to any other restrictions on Transfer applicable to them set forth in this Agreement). (b) The restrictions set forth in Section 8.1(a) shall not apply to (i) any Transfer of Units by any Unitholder to or among his or her Family Group, (Aii) from any Transfer of Units by any Unitholder that is an Investor to or among their respective Affiliates, (iii) any Transfer of Units in connection with a Continuing Member Permitted Xxxxxxxx Transfer, (iv) any Transfer of Units by any Unitholder other than an Investor to another Continuing Member the Company or its Subsidiaries or an Investor, (v) an Approved Sale, (vi) any Transfer of Units by Xxxxxxxx to its shareholders, (vii) any Transfer of Units to the Company or (Bviii) Exchanges pursuant to and any Transfer of Units in accordance with Section 8.6 8.3; provided that the restrictions contained in this Agreement will continue to be applicable to the Units after any Transfer pursuant to clauses (each being an “Exempt Transfer”), i) through (iii) above. Upon the Transfer of Units pursuant to clause (i) or (ii) (A) with the prior written consent of the Managing Memberprevious sentence, and (B) then only in compliance with this Section 8. Notwithstanding the foregoing, no party hereto shall avoid the provisions of this Agreement by making one or more Transfers to one or more transferees permitted under clause (i)(A) above and then disposing of all or any portion of such party’s interest in such transferee if such disposition would result in such transferee ceasing to be will deliver a permitted transferee. No Member may withdraw from the Company pursuant to Section 101.205 of the TBOC and no Member may withdraw from the Company except as provided in and pursuant to the terms of this Agreement. (b) Except in connection with Exchanges pursuant to the Exchange Agreements, Transfers pursuant to Section 8.6 or any other Transfer written notice to the Company, each Transferee which notice will disclose in reasonable detail the identity of such transferee. A transferee permitted pursuant to clauses (i) through (iii) above who receives a transfer of Units shall, in accordance with this Agreement shall be referred to herein as a condition prior to such Transfer, execute and deliver to the Company a counterpart or joinder to this Agreement pursuant to which such Transferee shall agree to be bound by the provisions of this Agreement and such Transferee shall become a substituted Member on the effective date of such Transfer, which effective date shall not be earlier than the date of compliance with the conditions to such Transfer, and such admission shall be shown on the books and records of the Company (c) Notwithstanding anything to the contrary in this Section 8, no Unitholder shall make a Transfer of Units to a competitor of the Company or any Subsidiary. (d) The Members agree that the Managing Member and the Company shall not be required to recognize the interest or purported interest in the Company of any Person who has obtained an interest or a purported interest in the Company, directly or indirectly, as a result of a Transfer which is not authorized by this Agreement, and further agree that any such Transfer shall be null and void for all purposes (except to the extent otherwise provided by law or in this Section 8). If there is a doubt as to the ownership of an interest in the Company or who is entitled to a distribution of Available Cash or of other property, including liquidating proceeds, the Managing Member (or liquidating trustee, if applicable), may accumulate the Available Cash or liquidation proceeds or other property attributable to the interest(s) in question until the issue is resolved to the reasonable satisfaction of the Managing Member. (e) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer of any Class A Common Unit held by a Member other than PubCo that, concurrently with such Transfer such transferring Member shall also Transfer to the transferee the shares of Paired Voting Stock corresponding to such Transferred Class A Common Units."