Common use of Transfers in Compliance with Law; Substitution of Transferee Clause in Contracts

Transfers in Compliance with Law; Substitution of Transferee. (a) Notwithstanding any other provision of this Agreement, no transfer may be made pursuant to this Section 2 or Section 3 (except in an Exempt Transfer in the case of the following clauses (a) and (b)) unless (a) if (1) to a Permitted Transferee or Partner Transferee or (2) in a transfer by any person other than a Major Stockholder, the transferee executes, prior to such transfer, a Transfer Agreement substantially in the form attached hereto as Exhibit A, which shall cause such transferee to be bound by the obligations of this Agreement, (b) the transfer complies in all respects with the applicable provisions of this Agreement and (c) the transfer complies in all respects with applicable federal and state securities laws, including, without limitation, the Securities Act. If requested by the Company, an opinion of counsel to such transferring Stockholder shall be supplied to the Company, at such transferring Stockholder's expense, to the effect that such transfer complies with the applicable federal and state securities laws. Upon becoming a party to this Agreement, (i) the 102 9 Permitted Transferee or Partner Transferee of a Major Stockholder shall be substituted for and deemed to be, and shall enjoy the same rights and be subject to the same obligations as, the transferring Major Stockholder hereunder with respect to the Shares transferred to such Permitted Transferee or Partner Transferee, subject to the limitations of any voting proxy granted pursuant to Section 2.4(b) and (ii) the transferee shall be substituted for and deemed to be, and shall enjoy the same rights and be subject to the same obligations as, an Investor Stockholder hereunder with respect to the Shares transferred to such transferee, subject to the limitation of any voting proxy granted pursuant to Section 2.4(b). (b) Each Partner Transferee shall execute prior to a transfer by a Partner Transferor an irrevocable proxy granting to Blackstone or Wassxxxxxxx xx their respective Affiliates all voting rights with respect to the Common Stock so transferred.

Transfers in Compliance with Law; Substitution of Transferee. (a) Notwithstanding any other provision of this Agreement, no transfer may be made pursuant to this Section 2 or Section 3 (except in an Exempt Transfer in the case of the following clauses (a) and (b)) unless (a) if (1) to a Permitted Transferee or Partner Transferee or (2) in a transfer by any person other than a Major Stockholder, the transferee executes, prior has agreed in writing to such transfer, a Transfer be bound by the terms and conditions of this Agreement pursuant to an instrument substantially in the form attached hereto as Exhibit A, which shall cause such transferee to be bound by the obligations of this Agreement, EXHIBIT D (b) the transfer complies in all respects with the applicable provisions of this Agreement and (c) the transfer complies in all respects with applicable federal and state securities laws, including, without limitation, the Securities Act. If requested by the Company, an opinion of counsel to such transferring Stockholder shall be supplied to the Company, at such transferring Stockholder's expense, to the effect that such transfer complies with the applicable federal and state securities laws. Upon becoming a party to this Agreement, (i) the 102 9 Permitted Transferee or Partner Transferee of a Major an Iguana Stockholder shall be substituted for and deemed to befor, and shall enjoy the same rights and be subject to the same obligations as, the transferring Major Iguana Stockholder hereunder with respect to the Shares transferred to such Permitted Transferee or Partner Transferee, subject to the limitations of any voting proxy granted pursuant to Section 2.4(b) and (ii) the transferee an Other Stockholder shall be substituted for and deemed to be, and shall enjoy the same rights and be subject to the same obligations as, but none of the rights of, the transferring Iguana Stockholder, and (iii) the transferee of an Investor Other Stockholder shall be substituted for, and shall be subject to the same obligations as, the transferring Other Stockholder hereunder with respect to the Shares transferred to such transferee, subject to the limitation of any voting proxy granted pursuant to Section 2.4(b). (b) Each Partner Transferee shall execute prior to a transfer by a Partner Transferor an irrevocable proxy granting to Blackstone or Wassxxxxxxx xx their respective Affiliates all voting rights with respect to the Common Stock so transferred.

Transfers in Compliance with Law; Substitution of Transferee. (a) Notwithstanding any other provision of this Agreement, no transfer may be made pursuant to this Section 2 or Section 3 unless (except in an Exempt Transfer a) the transferee (other than a financial institution in the case of a pledge by GapStar) has agreed in writing to be bound by the following clauses (a) terms and (b)) unless (a) if (1) conditions of this Agreement pursuant to a Permitted Transferee or Partner Transferee or (2) in a transfer by any person other than a Major Stockholder, the transferee executes, prior to such transfer, a Transfer Agreement an instrument substantially in the form attached hereto as Exhibit A, which shall cause such transferee to be bound by the obligations of this AgreementB-1, (b) the transfer complies in all respects with the applicable provisions of this Agreement and (c) the transfer complies in all respects with applicable federal and state securities laws, including, without limitation, the Securities Act. If requested by the Company, an opinion of counsel to such transferring Stockholder Shareholder shall be supplied to the Company, at such transferring Stockholder's Shareholder’s expense, to the effect that such transfer complies with the applicable federal and state securities laws. Upon becoming a party to this Agreement, (i) the 102 9 Permitted Transferee or Partner Transferee of a Major Stockholder Shareholder shall be substituted for and deemed to befor, and shall enjoy the same rights and be subject to the same obligations as, the transferring Major Stockholder Shareholder hereunder with respect to the Shares transferred to such Permitted Transferee or Partner Transferee, subject to the limitations of any voting proxy granted pursuant to Section 2.4(b) and (ii) the transferee Permitted Transferee of an Additional Purchaser Shareholder shall be substituted for and deemed to befor, and shall enjoy the same rights and be subject to the same obligations as, the transferring Additional Purchaser Shareholder, (iii) the Permitted Transferee of a General Atlantic Shareholder shall be substituted for, and shall enjoy the same rights and be subject to the same obligations as, a General Atlantic Shareholder hereunder with respect to the Shares transferred to such Permitted Transferee, (iv) an Investor Stockholder Other Shareholder shall be subject to the same obligations as, but none of the rights of, the transferring Major Shareholder, Additional Purchaser Shareholder or General Atlantic Shareholder, as the case may be, and (v) the transferee of an Other Shareholder shall be substituted for, and shall be subject to the same obligations as, the transferring Other Shareholder hereunder with respect to the Shares transferred to such transferee, subject to the limitation of any voting proxy granted pursuant to Section 2.4(b). (b) Each Partner Transferee shall execute prior to a transfer by a Partner Transferor an irrevocable proxy granting to Blackstone or Wassxxxxxxx xx their respective Affiliates all voting rights with respect to the Common Stock so transferred.

Transfers in Compliance with Law; Substitution of Transferee. (a) Notwithstanding any other provision of this Agreement, no transfer may be made pursuant to this Section 2 or Section 3 unless (except in an Exempt Transfer a) the transferee (other than a financial institution in the case of a pledge by GapStar) has agreed in writing to be bound by the following clauses (a) terms and (b)) unless (a) if (1) conditions of this Agreement pursuant to a Permitted Transferee or Partner Transferee or (2) in a transfer by any person other than a Major Stockholder, the transferee executes, prior to such transfer, a Transfer Agreement an instrument substantially in the form attached hereto as Exhibit A, which shall cause such transferee to be bound by the obligations of this AgreementB-1, (b) the transfer complies in all respects with the applicable provisions of this Agreement and (c) the transfer complies in all respects with applicable foreign, federal and state securities laws, including, without limitation, the Securities Act. If requested by the Company, an opinion of counsel to such transferring Stockholder Shareholder shall be supplied to the Company, at such transferring Stockholder's Shareholder’s expense, to the effect that such transfer complies with the applicable federal and state securities laws. Upon becoming a party to this Agreement, (i) the 102 9 Permitted Transferee or Partner Transferee of a Major Stockholder Shareholder shall be substituted for and deemed to befor, and shall enjoy the same rights and be subject to the same obligations as, the transferring Major Stockholder Shareholder hereunder with respect to the Shares transferred to such Permitted Transferee or Partner Transferee, subject to the limitations of any voting proxy granted pursuant to Section 2.4(b) and (ii) the transferee Permitted Transferee of a General Atlantic Shareholder shall be substituted for and deemed to befor, and shall enjoy the same rights and be subject to the same obligations as, a General Atlantic Shareholder hereunder with respect to the Shares transferred to such Permitted Transferee, (iii) the Permitted Transferee of an Investor Stockholder Additional Series A Shareholder shall be substituted for, and shall enjoy the same rights and be subject to the same obligations as, the transferring Additional Series A Shareholder hereunder with respect to the Shares transferred to such Permitted Transferee, (iv) an Other Shareholder shall be subject to the same obligations as, but none of the rights of, the transferring Major Shareholder, Minor Shareholder, Additional Series A Shareholder or General Atlantic Shareholder, as the case may be, and (v) the transferee of an Other Shareholder shall be substituted for, and shall be subject to the same obligations as, the transferring Other Shareholder hereunder with respect to the Shares transferred to such transferee, subject to the limitation of any voting proxy granted pursuant to Section 2.4(b). (b) Each Partner Transferee shall execute prior to a transfer by a Partner Transferor an irrevocable proxy granting to Blackstone or Wassxxxxxxx xx their respective Affiliates all voting rights with respect to the Common Stock so transferred.

Transfers in Compliance with Law; Substitution of Transferee. (a) Notwithstanding any other provision of this Agreement, no transfer may be made pursuant to this Section 2 or Section 3 (except in an Exempt Transfer in the case of the following clauses (a) and (b)) unless (a) if (1) to a Permitted Transferee or Partner Transferee or (2) in a transfer by any person other than a Major Stockholder, the transferee executes, prior to such transfer, a Transfer Agreement substantially in the form attached hereto as Exhibit EXHIBIT A, which shall cause such transferee to be bound by the obligations of this Agreement, (b) the transfer complies in all respects with the applicable provisions of this Agreement and (c) the transfer complies in all respects with applicable federal and state securities laws, including, without limitation, the Securities Act. If requested by the Company, an opinion of counsel to such transferring Stockholder shall be supplied to the Company, at such transferring Stockholder's expense, to the effect that such transfer complies with the applicable federal and state securities laws. Upon becoming a party to this Agreement, (i) the 102 9 Permitted Transferee or Partner Transferee of a Major Stockholder shall be substituted for and deemed to be, and shall enjoy the same rights and be subject to the same obligations as, the transferring Major Stockholder hereunder with respect to the Shares transferred to such Permitted Transferee or Partner Transferee, subject to the limitations of any voting proxy granted pursuant to Section 2.4(b) and (ii) the transferee shall be substituted for and deemed to be, and shall enjoy the same rights and be subject to the same obligations as, an Investor Stockholder hereunder with respect to the Shares transferred to such transferee, subject to the limitation of any voting proxy granted pursuant to Section 2.4(b). (b) Each Partner Transferee shall execute prior to a transfer by a Partner Transferor an irrevocable proxy granting to Blackstone or Wassxxxxxxx xx Xxxxxxxxxxx or their respective Affiliates all voting rights with respect to the Common Stock so transferred.

Transfers in Compliance with Law; Substitution of Transferee. (a) Notwithstanding any other provision of this Agreement, no transfer of Shares may be made pursuant to this Section 2 or Section 3 (except in an Exempt Transfer in the case of the following clauses (a) and (b)) by any Stockholder unless (a) if (1) to a Permitted Transferee or Partner Transferee or (2) in a transfer by any person other than a Major Stockholder, the transferee executes, prior has agreed in writing to such transfer, a Transfer be bound by the terms and conditions of this Agreement pursuant to an instrument substantially in the form attached hereto as Exhibit A, which shall cause such transferee to be bound by the obligations of this AgreementC-1, (b) the transfer complies in all respects with the applicable provisions of this Agreement and (c) the transfer complies in all respects with applicable federal and state securities laws, including, without limitation, the Securities Act. If requested by the Company, an opinion of outside counsel to such transferring Stockholder shall be supplied to the Company, at such transferring Stockholder's ’s expense, to the effect that such transfer complies with the applicable federal and state securities laws. Upon becoming a party to this Agreement, (i) the 102 9 a transferee of a Clarion Stockholder that is a Permitted Transferee or Partner Transferee of a Major Stockholder thereof shall be substituted for and deemed to befor, and shall enjoy the same rights and be subject to the same obligations as, the transferring Major Clarion Stockholder hereunder with respect to the Shares transferred to such Permitted Transferee or Partner Transfereetransferee, subject to the limitations of any voting proxy granted pursuant to Section 2.4(b) and (ii) the a transferee of a Regions Stockholder that is a Permitted Transferee thereof shall be substituted for and deemed to befor, and shall enjoy the same rights and be subject to the same obligations as, an Investor the transferring Regions Stockholder hereunder with respect regard to the Shares transferred to such transferee, (iii) an Additional Stockholder shall have the rights and obligations of an Additional Stockholder set forth in this Agreement, and any transferee of such an Additional Stockholder that is a Permitted Transferee thereof shall be substituted for, and shall enjoy the same rights and be subject to the limitation same obligations as, the transferring Additional Stockholder hereunder with regard to the Shares transferred to such transferee and (iv) unless determined otherwise by agreement of any voting proxy granted pursuant Clarion and Regions, an Other Stockholder who becomes a Stockholder after the date hereof and its transferees shall be subject to Section 2.4(b). the same obligations as, but none of the rights, if any, of, the transferring Stockholder, as the case may be (b) Each Partner Transferee shall execute prior to a transfer by a Partner Transferor an irrevocable proxy granting to Blackstone or Wassxxxxxxx xx their respective Affiliates all voting rights except with respect to registration rights to the Common Stock so transferredextent provided in Section 4.23).

Transfers in Compliance with Law; Substitution of Transferee. (a) Notwithstanding any other provision of this Agreement, no transfer may be made pursuant to this Section 2 or Section 3 (except in an Exempt Transfer in the case of the following clauses (a) and (b)) unless (a) if (1) to a Permitted Transferee or Partner Transferee or (2) in a transfer by any person other than a Major Stockholder, the transferee executes, prior has agreed in writing to such transfer, a Transfer be bound by the terms and conditions of this Agreement pursuant to an instrument substantially in the form attached hereto as Exhibit A, which shall cause such transferee to be bound by the obligations of this Agreement, (b) the transfer complies in all respects with the applicable provisions of this Agreement and (c) the transfer complies in all respects with applicable federal and state securities laws, including, without limitation, the Securities Act. If requested by the CompanyCompany in its reasonable judgment, an opinion of counsel to such transferring Stockholder (which shall be reasonably acceptable to counsel to the Company) shall be supplied to the Company, Company at such transferring Stockholder's expense, to the effect that such transfer complies with the applicable federal and state securities laws. Upon becoming a party to this Agreement, (i) the 102 9 Permitted Transferee or Partner Transferee of a Major Stockholder shall be substituted for and deemed to befor, and shall enjoy the same rights and be subject to the same obligations as, the transferring Major Stockholder hereunder with respect to the Shares transferred to such Permitted Transferee or Partner Transferee, subject to the limitations of any voting proxy granted pursuant to Section 2.4(b) and (ii) the transferee Permitted Transferee of GAP LP or GAP Coinvestment, as the case may be, shall be substituted for and deemed to befor, and shall enjoy the same rights and be subject to the same obligations as, an Investor GAP LP or GAP Coinvestment, as the case may be, hereunder with respect to the Shares transferred to such Permitted Transferee, (iii) the Permitted Transferee of Dow Jonex xxxll be substituted for, and shall enjoy the rights and be subject to the same obligations as, Dow Jonex xxxeunder with respect to the Shares transferred to such Permitted Transferee, (iv) the Permitted Transferee of Waltxx xxxll be substituted for, and shall enjoy the same rights and be subject to the same obligations as, Waltxx xxxeunder with respect to the Shares transferred to such Permitted Transferee, (v) any other transferee of any Rightholder shall be subject to the same obligations as, but none of the rights of, the transferring Rightholder and (vi) the transferee of any other Stockholder shall be substituted for, and shall be subject to the same obligations as, the transferring Stockholder hereunder with respect to the Shares transferred to such transferee, subject to the limitation of any voting proxy granted pursuant to Section 2.4(b). (b) Each Partner Transferee shall execute prior to a transfer by a Partner Transferor an irrevocable proxy granting to Blackstone or Wassxxxxxxx xx their respective Affiliates all voting rights with respect to the Common Stock so transferred.

Transfers in Compliance with Law; Substitution of Transferee. (a) Notwithstanding any other provision of this Agreement, no transfer may be made pursuant to this Section 2 or Section 3 (except in an Exempt Transfer in the case of the following clauses (a) and (b)) 3.1 unless (a) if (1) to a Permitted Transferee or Partner Transferee or (2) in a transfer by any person other than a Major Stockholder, the transferee executes, prior has agreed in writing to such transfer, a Transfer be bound by the terms and conditions of this Agreement pursuant to an instrument substantially in the form attached hereto as Exhibit A, which shall cause such transferee to be bound by the obligations of this AgreementA-1, (b) the transfer complies in all respects with the applicable provisions of this Agreement and (c) the transfer complies in all respects with applicable federal and state securities laws, including, without limitation, the Securities Act. If requested by the CompanyIssuer, an opinion of counsel to of such transferring Major Stockholder shall be supplied to the Company, Issuer at such transferring Major Stockholder's expense, to the effect that such transfer complies with the applicable federal and state securities laws. Upon becoming a party to this Agreement, (i) the 102 9 Permitted Transferee or Partner Transferee of a Major Stockholder shall be substituted for and deemed to befor, and shall enjoy the same rights and be subject to the same obligations as, the transferring Major Stockholder hereunder with respect to the Shares Equity Interest transferred to such Permitted Transferee or Partner Transferee, subject to the limitations of any voting proxy granted pursuant to Section 2.4(b) and (ii) the transferee an Other Stockholder shall be substituted for and deemed to be, and shall enjoy the same rights and be subject to the same obligations as, but none of the rights of, the transferring Major Stockholder and (iii) the transferee of an Investor Other Stockholder shall be substituted for, and shall be subject to the same obligations as, the transferring Other Stockholder hereunder with respect to the Shares Equity Interest transferred to such transferee, subject to the limitation of any voting proxy granted pursuant to Section 2.4(b). (b) Each Partner Transferee shall execute prior to a transfer by a Partner Transferor an irrevocable proxy granting to Blackstone or Wassxxxxxxx xx their respective Affiliates all voting rights with respect to the Common Stock so transferred.

Transfers in Compliance with Law; Substitution of Transferee. (a) Notwithstanding any other provision of this Agreement, no transfer Transfer may be made pursuant to this Section 2 or Section 3 (except in an Exempt Transfer in the case of the following clauses (a) and (b)) unless (a) if (1) the Transferee has agreed in writing to a Permitted Transferee or Partner Transferee or (2) in a transfer be bound by any person other than a Major Stockholder, the transferee executes, prior terms and conditions of this Agreement pursuant to such transfer, a Transfer Agreement an instrument substantially in the form attached hereto as Exhibit A, which shall cause such transferee to be bound by the obligations of this Agreement, (b) the transfer Transfer complies in all respects with the applicable provisions of this Agreement and (c) the transfer Transfer complies in all respects with applicable federal and state securities laws, including, without limitation, the Securities Act. If requested by the Company, an opinion of counsel to such transferring Transferring Stockholder shall be supplied to the Company, Company at such transferring Transferring Stockholder's expense, to the effect that such transfer Transfer complies with the applicable federal and state securities laws; provided, that no opinion of counsel shall be required for any Transfer by any Investor to any Permitted Transferee of such Investor. Upon becoming a party to this Agreement, (i) the 102 9 a Permitted Transferee or Partner Transferee of a Major Stockholder shall be substituted for and deemed to befor, and shall enjoy the same rights and be subject to the same obligations as, the transferring Transferring Major Stockholder hereunder with respect to the Shares transferred Transferred to such Permitted Transferee or Partner Transferee, subject to the limitations of any voting proxy granted pursuant to Section 2.4(b) and (ii) the transferee a Transferee of an Investor shall be substituted for and deemed to befor, and shall enjoy the same rights and be subject to the same obligations as, an the Transferring Investor hereunder with respect to the Shares Transferred to such Transferee, (iii) a Transferee other than a Permitted Transferee of a Major Stockholder shall be subject to the same obligations as, but none of the rights of, the Transferring Major Stockholder hereunder with respect to the Shares transferred Transferred to such transfereeTransferee, subject and (iv) a Transferee of any Stockholder (other than a Stockholder which is a Major Stockholder or an Investor) shall be substituted for, and shall be entitled to the limitation of any voting proxy granted pursuant to Section 2.4(b). (b) Each Partner Transferee shall execute prior to a transfer by a Partner Transferor an irrevocable proxy granting to Blackstone or Wassxxxxxxx xx their respective Affiliates all voting rights same obligations as, the Transferring Stockholder hereunder with respect to the Common Stock so transferredShares Transferred to such Transferee.

Transfers in Compliance with Law; Substitution of Transferee. (a) Notwithstanding any other provision of this Agreement, no transfer may be made pursuant to this Section 2 or Section 3 (except in an Exempt Transfer in the case of the following clauses (a) and (b)) Article III unless (ai) if (1) to a Permitted Transferee or Partner Transferee or (2) in a transfer by any person other than a Major Stockholder, the transferee executes, prior has agreed in writing to such transfer, a Transfer be bound by the terms and conditions of this Agreement pursuant to an instrument substantially in the form attached hereto as Exhibit A, which shall cause such transferee to be bound by the obligations of this AgreementA-1, (bii) the transfer complies in all respects with the applicable provisions of this Agreement and the Shareholders Agreement and (ciii) the transfer complies in all respects with applicable federal and state securities laws, including, without limitation, the Securities ActApplicable Laws. If reasonably requested by either the CompanyGAP Shareholders or the OH Shareholders, an opinion of counsel to such transferring Stockholder Shareholder shall be supplied to the Company, at such transferring Stockholder's Shareholder’s expense, to the effect that such transfer complies with the applicable federal and state securities laws. . (b) Upon becoming a party to this Agreement, (i) the 102 9 Permitted Transferee or Partner Transferee of a Major Stockholder GAP Shareholder shall be substituted for and deemed to befor, and shall enjoy the same rights and be subject to the same obligations as, the transferring Major Stockholder a GAP Shareholder hereunder with respect to the Shares transferred to such Permitted Transferee or Partner Transferee, subject to the limitations of any voting proxy granted pursuant to Section 2.4(b) and (ii) the transferee Permitted Transferee of an OH Shareholder shall be substituted for and deemed to befor, and shall enjoy the same rights and be subject to the same obligations as, an Investor Stockholder OH Shareholder hereunder with respect to the Shares transferred to such transfereePermitted Transferee and (iii) the Permitted Transferee of Management Investors shall be substituted for, and shall enjoy the same rights and be subject to the limitation of any voting proxy granted pursuant to Section 2.4(b). (b) Each Partner Transferee shall execute prior to a transfer by a Partner Transferor an irrevocable proxy granting to Blackstone or Wassxxxxxxx xx their respective Affiliates all voting rights same obligations as Management Investors hereunder with respect to the Common Stock so transferredShares transferred to such Permitted Transferee.

Transfers in Compliance with Law; Substitution of Transferee. (a) Notwithstanding any other provision of this Agreement, no transfer may be made pursuant to this Section 2 or Section 3 (except in an Exempt Transfer in the case of the following clauses (a) and (b)) unless (a) if (1) to a Permitted Transferee or Partner Transferee or (2) in a transfer by any person other than a Major Stockholder, the transferee executes, prior to such transfer, a Transfer Agreement substantially in the form attached hereto as Exhibit A, which shall cause such transferee to be bound by the obligations of this Agreement, (b) the transfer complies in all respects with the applicable provisions of this Agreement and (c) the transfer complies in all respects with applicable federal and state securities laws, including, without limitation, the Securities Act. If requested by the Company, an opinion of counsel to such transferring Stockholder shall be supplied to the Company, at such transferring Stockholder's expense, to the effect that such transfer complies with the applicable federal and state securities laws. Upon becoming a party to this Agreement, (i) the 102 9 Permitted Transferee or Partner Transferee of a Major Stockholder shall be substituted for and deemed to be, and shall enjoy the same rights and be subject to the same obligations as, the transferring Major Stockholder hereunder with respect to the Shares transferred to such Permitted Transferee or Partner Transferee, subject to the limitations of any voting proxy granted pursuant to Section 2.4(b) and (ii) the transferee shall be substituted for and deemed to be, and shall enjoy the same rights and be subject to the same obligations as, an Investor Stockholder hereunder with respect to the Shares transferred to such transferee, subject to the limitation of any voting proxy granted pursuant to Section 2.4(b). (b) Each Partner Transferee shall execute prior to a transfer by a Partner Transferor an irrevocable proxy granting to Blackstone or Wassxxxxxxx xx Xxxxxxxxxxx or their respective Affiliates all voting rights with respect to the Common Stock so transferred.

Transfers in Compliance with Law; Substitution of Transferee. (a) Notwithstanding any other provision of this Agreement, no transfer may be made pursuant to this Section 2 2, Section 3 or Section 3 (except in an Exempt Transfer in the case of the following clauses (a) and (b)) 4 unless (a) if (1) to a Permitted Transferee or Partner Transferee or (2) in a transfer by any person other than a Major Stockholder, the transferee executes, prior has agreed in writing to such transfer, a Transfer be bound by the terms and conditions of this Agreement pursuant to an instrument substantially in the form attached hereto as Exhibit A, which shall cause such transferee to be bound by the obligations of this AgreementC, (b) the transfer complies in all respects with the applicable provisions of this Agreement and (c) the transfer complies in all respects with applicable federal and state securities laws, including, without limitation, the Securities Act. If requested by the CompanyCompany in its reasonable judgment, an opinion of counsel to such transferring Stockholder (which shall be reasonably acceptable to counsel to the Company) shall be supplied to the Company, Company at such transferring Stockholder's expense, to the effect that such transfer complies with the applicable federal and state securities laws. Upon becoming a party to this Agreement, (i) the 102 9 Permitted Transferee or Partner Transferee of a Major General Atlantic Stockholder shall be substituted for and deemed to befor, and shall enjoy the same rights and be subject to the same obligations as, the transferring Major General Atlantic Stockholder hereunder with respect to the Shares transferred to such Permitted Transferee or Partner Transfereehereunder, subject to the limitations of any voting proxy granted pursuant to Section 2.4(b) and (ii) the transferee Permitted Transferee of Partners shall be substituted for and deemed to befor, and shall enjoy the same rights and be subject to the same obligations as, an Investor Stockholder hereunder with respect to Partners hereunder, (iii) the Shares transferred to such transfereePermitted Transferee of Wilsxx xxxll be substituted for, and shall enjoy the same rights and be subject to the limitation same obligations as, Wilsxx, (xv) the Permitted Transferee of any voting proxy granted pursuant to Section 2.4(b). (b) Each Partner Transferee Wilfam shall execute prior to a transfer by a Partner Transferor an irrevocable proxy granting to Blackstone or Wassxxxxxxx xx their respective Affiliates all voting be substituted for, and shall enjoy the rights with respect and be subject to the Common Stock so transferredsame obligations as, Wilfam, (v) the Permitted Transferee of an Alltel Stockholder shall be substituted for, and shall enjoy the same rights and be subject to the same obligations as, the transferring Alltel Stockholder hereunder, (vi) the Permitted Transferee of a FUCP Stockholder shall be substituted for, and shall enjoy the same rights and be subject to the same obligations as, the transferring FUCP Stockholder hereunder, (vii) the Permitted Transferee of a BT Stockholder shall be substituted for, and shall enjoy the same rights and be subject to the same obligations as, the transferring BT Stockholder hereunder, (viii) the Permitted Transferee of a Breax Xxxxxx Xxxckholder shall be substituted for, and shall enjoy the same rights and be subject to the same obligations as, the transferring Breax Xxxxxx Xxxckholder hereunder, (ix) the Permitted Transferee of a Manolovici Stockholder shall be substituted for, and shall enjoy the same rights and be subject to the same obligations as, the transferring Manolovici Stockholder hereunder, (x) the Permitted Transferee of a St. Paul Xxxckholder shall be substituted for, and shall enjoy the same rights and be subject to the same obligations as, the transferring St. Paul Xxxckholder hereunder, (xi) the Permitted Transferee of a Karmanos Stockholder shall be substituted for, and shall enjoy the same rights and be subject to the same obligations as, the transferring Karmanos Stockholder hereunder, (xii) the Permitted Transferee of a Kaufxxx Xxxckholder shall be substituted for, and shall enjoy the same rights and be subject to the same obligations as, the transferring Kaufxxx Xxxckholder hereunder, (xiii) the Permitted Transferee of a Motorola Stockholder shall be substituted for, and shall enjoy the same rights and be subject to the same obligations as, the transferring Motorola Stockholder hereunder, and (xiv) the Permitted Transferee of an Other Stockholder shall be substituted for, and shall be subject to the same obligations as, the transferring Other Stockholder hereunder.

Transfers in Compliance with Law; Substitution of Transferee. (a) Notwithstanding any other provision of this Agreement, no transfer may be made pursuant to this Section 2 or Section 3 unless (except in an Exempt Transfer a) the transferee (other than a lender in the case of a pledge by GapStar) has agreed in writing to be bound by the following clauses (a) terms and (b)) unless (a) if (1) conditions of this Agreement pursuant to a Permitted Transferee or Partner Transferee or (2) in a transfer by any person other than a Major Stockholder, the transferee executes, prior to such transfer, a Transfer Agreement an instrument substantially in the form attached hereto as Exhibit A, which shall cause such transferee to be bound by the obligations of this AgreementC, (b) the transfer complies in all respects with the applicable provisions of this Agreement and (c) the transfer complies in all respects with applicable federal and state securities laws, including, without limitation, the Securities Act. If reasonably requested by the Company, an opinion of counsel to such transferring Stockholder Shareholder shall be supplied to the Company, at such transferring Stockholder's Shareholder’s expense, to the effect that such transfer complies with the applicable federal and state securities laws. Upon becoming a party to this Agreement, (i) the 102 9 Permitted Transferee or Partner Transferee of a Major Stockholder General Atlantic Shareholder shall be substituted for and deemed to befor, and shall enjoy the same rights and be subject to the same obligations as, the transferring Major Stockholder a General Atlantic Shareholder hereunder with respect to the Shares transferred to such Permitted Transferee or Partner Transferee, subject to the limitations of any voting proxy granted pursuant to Section 2.4(b) and (ii) the transferee Permitted Transferee of a CK/DLC Shareholder shall be substituted for for, and deemed shall enjoy the same rights and be subject to bethe same obligations as, a CK/DLC Shareholder hereunder with respect to the Shares transferred to such Permitted Transferee, (iii) the Permitted Transferee of an Ace Shareholder shall be substituted for, and shall enjoy the same rights and be subject to the same obligations as, an Investor Stockholder Ace Shareholder hereunder with respect to the Shares transferred to such Permitted Transferee, (iv) an Other Shareholder shall be subject to the same obligations as, but none of the rights of, the transferring General Atlantic Shareholder or CK/DLC Shareholder, as the case may be, and (v) the transferee of an Other Shareholder shall be substituted for, and shall be subject to the same obligations as, the transferring Other Shareholder hereunder with respect to the Shares transferred to such transferee, subject to the limitation of any voting proxy granted pursuant to Section 2.4(b). (b) Each Partner Transferee shall execute prior to a transfer by a Partner Transferor an irrevocable proxy granting to Blackstone or Wassxxxxxxx xx their respective Affiliates all voting rights with respect to the Common Stock so transferred.

Transfers in Compliance with Law; Substitution of Transferee. (a) Notwithstanding any other provision of this Agreement, no transfer may be made pursuant to this Section 2 or Section 3 (except in an Exempt Transfer in the case of the following clauses (a) and (b)) unless (a) if (1) to a Permitted Transferee or Partner Transferee or (2) in a transfer by any person other than a Major Stockholder, the transferee executes, prior has agreed in writing to such transfer, a Transfer be bound by the terms and conditions of this Agreement pursuant to an instrument substantially in the form attached hereto as Exhibit A, which shall cause such transferee to be bound by the obligations of this Agreement, (b) the transfer complies in all respects with the applicable provisions of this Agreement and (c) the transfer complies in all respects with applicable federal and state securities laws, including, without limitation, the Securities Act. If requested by the CompanyCompany in its reasonable judgment, an opinion of counsel to such transferring Stockholder shall be supplied to the Company, Company at such transferring Stockholder's expense, to the effect that such transfer complies with the applicable federal and state securities laws. Upon becoming a party to this Agreement, (i) the 102 9 Permitted Transferee or Partner Transferee of a Major Sinton Stockholder shall be substituted for and deemed to befor, and shall enjoy the same rights and be subject to the same obligations as, the transferring Major Sinton Stockholder hereunder with respect to the Shares transferred to such Permitted Transferee or Partner Transferee, subject to the limitations of any voting proxy granted pursuant to Section 2.4(b) and (ii) the transferee Permitted Transferee of a 12 9 General Atlantic Stockholder shall be substituted for and deemed to befor, and shall enjoy the same rights and be subject to the same obligations as, a General Atlantic Stockholder hereunder, (iii) an Investor Other Stockholder shall be subject to the same obligations as, but none of the rights of, the transferring Sinton Stockholder or General Atlantic Stockholder, as the case may be, and (iv) the transferee of an Other Stockholder shall be substituted for, and shall be subject to the same obligations as, the transferring Other Stockholder hereunder with respect to the Shares transferred to such transferee, subject to the limitation of any voting proxy granted pursuant to Section 2.4(b). (b) Each Partner Transferee shall execute prior to a transfer by a Partner Transferor an irrevocable proxy granting to Blackstone or Wassxxxxxxx xx their respective Affiliates all voting rights with respect to the Common Stock so transferred.

Transfers in Compliance with Law; Substitution of Transferee. (a) Notwithstanding any other provision of this Agreement, no transfer Transfer may be made pursuant to this Section 2 or Section 3 (except in an Exempt Transfer in the case of the following clauses (a) and (b)) unless (a) if (1) the Transferee has agreed in writing to a Permitted Transferee or Partner Transferee or (2) in a transfer be bound by any person other than a Major Stockholder, the transferee executes, prior terms and conditions of this Agreement pursuant to such transfer, a Transfer Agreement an instrument substantially in the form attached hereto as Exhibit A, which shall cause such transferee to be bound by the obligations of this Agreement, (b) the transfer Transfer complies in all respects with the applicable provisions of this Agreement and (c) the transfer Transfer complies in all respects with applicable federal and state securities laws, including, without limitation, the Securities Act. If requested by the Company, an opinion of counsel to such transferring Transferring Stockholder shall be supplied to the Company, Company at such transferring Transferring Stockholder's ’s expense, to the effect that such transfer Transfer complies with the applicable federal and state securities laws; provided, that no opinion of counsel shall be required for any Transfer by any Investor to any Permitted Transferee of such Investor. Upon becoming a party to this Agreement, (i) the 102 9 a Permitted Transferee or Partner Transferee of a Major Stockholder shall be substituted for and deemed to befor, and shall enjoy the same rights and be subject to the same obligations as, the transferring Transferring Major Stockholder hereunder with respect to the Shares transferred Transferred to such Permitted Transferee or Partner Transferee, subject to the limitations of any voting proxy granted pursuant to Section 2.4(b) and (ii) the transferee a Transferee of an Investor shall be substituted for and deemed to befor, and shall enjoy the same rights and be subject to the same obligations as, an the Transferring Investor hereunder with respect to the Shares Transferred to such Transferee, (iii) a Transferee other than a Permitted Transferee of a Major Stockholder shall be subject to the same obligations as, but none of the rights of, the Transferring Major Stockholder hereunder with respect to the Shares transferred Transferred to such transfereeTransferee, subject and (iv) a Transferee of any Stockholder (other than a Stockholder which is a Major Stockholder or an Investor) shall be substituted for, and shall be entitled to the limitation of any voting proxy granted pursuant to Section 2.4(b). (b) Each Partner Transferee shall execute prior to a transfer by a Partner Transferor an irrevocable proxy granting to Blackstone or Wassxxxxxxx xx their respective Affiliates all voting rights same obligations as, the Transferring Stockholder hereunder with respect to the Common Stock so transferredShares Transferred to such Transferee.