Common use of Transfers to an Affiliate Clause in Contracts

Transfers to an Affiliate. If a Shareholder purports to Transfer Shares or Convertible Securities to a Permitted Transferee or pursuant to Section 5.2(b), no Transfer shall be made or effective, no application shall be made to the Corporation or the Corporation’s transfer agent to register the Transfer, and the Corporation shall not register the Transfer on its securities register until, the Shareholder and the transferee have executed and delivered an Assumption Agreement and such other documents as may be reasonably requested by the Corporation, in which the Shareholder and the transferee: (i) represent and warrant that the transferee qualifies as a Permitted Transferee or otherwise qualifies as a recipient of a Transfer pursuant to 5.2(b); (ii) agree that each shall ensure that the transferee shall continue to so qualify at all times and that, other than in the case of a Transfer by an Investor or EdgeStone to a Person listed in the definitions of “Francisco Partners Group”, “MS Affiliate” or “EdgeStone Group” if the transferee is a corporation, the shareholder(s) of that transferee and the shareholder(s) of each of its direct and indirect shareholders who are not natural persons agree that no shares in that transferee shall be Transferred, without first Transferring (or causing to be Transferred) the Shares held back to the original Shareholder; and (iii) agree that the transferring Shareholder shall continue to be bound by all the provisions of this Agreement.

Transfers to an Affiliate. If a Shareholder purports to Transfer Shares or Convertible Securities to a Permitted Transferee or pursuant to Section 5.2(b) or 5.2(c), no Transfer shall be made or effective, no application shall be made to the Corporation or the Corporation’s 's transfer agent to register the Transfer, and the Corporation shall not register the Transfer on its securities register until, the Shareholder and the transferee have executed and delivered an Assumption Agreement and such other documents as may be reasonably requested by the Corporation, in which the Shareholder and the transferee: (i) represent and warrant that the transferee qualifies as a Permitted Transferee or otherwise qualifies as a recipient of a Transfer pursuant to 5.2(b) or 5.2(c); (ii) agree that each shall ensure that the transferee shall continue to so qualify at all times and that, other than in the case of a Transfer by an Investor or EdgeStone to a Person listed in the definitions definition of “Francisco Partners Group”, “MS Affiliate” or “"EdgeStone Group” ", if the transferee is a corporation, the shareholder(s) of that transferee and the shareholder(s) of each of its direct and indirect shareholders who are not natural persons agree that no shares in that transferee shall be Transferred, other than a Transfer between members of the Xxxxxxxx Group, without first Transferring (or causing to be Transferred) the Shares held back to the original Shareholder; and (iii) agree that the transferring Shareholder shall continue to be bound by all the provisions of this Agreement.

Transfers to an Affiliate. If a Shareholder purports to Transfer Shares or Convertible Securities to a Permitted Transferee or pursuant to Section 5.2(b) or 5.2(c), no Transfer shall be made or effective, no application shall be made to the Corporation or the Corporation’s 's transfer agent to register the Transfer, and the Corporation shall not register the Transfer on its securities register until, the Shareholder and the transferee have executed and delivered an Assumption Agreement and such other documents as may be reasonably requested by the Corporation, in which the Shareholder and the transferee: (i) represent and warrant that the transferee qualifies as a Permitted Transferee or otherwise qualifies as a recipient of a Transfer pursuant to 5.2(b) or 5.2(c); (ii) agree that each shall ensure that the transferee shall continue to so qualify at all times and that, other than in the case of a Transfer by an Investor or EdgeStone to a Person listed in the definitions definition of “Francisco Partners Group”, “MS Affiliate” or “"EdgeStone Group” ", if the transferee is a corporation, the shareholder(s) of that transferee and the shareholder(s) of each of its direct and indirect shareholders who are not natural persons agree that no shares in that transferee shall be Transferred, other than a Transfer between members of the Matthews Group, without first xxxxx Transferring (or causing to be Transferred) the Shares held back to the original Shareholder; and (iii) agree that the transferring Shareholder shall continue to be bound by all the provisions of this Agreement.

Transfers to an Affiliate. If a Shareholder purports to Transfer Shares or Convertible Securities to a Permitted Transferee or pursuant to Section 5.2(b) or 5.2(c), no Transfer shall be made or effective, no application shall be made to the Corporation or the Corporation’s 's transfer agent to register the Transfer, and the Corporation shall not register the Transfer on its securities register until, the Shareholder and the transferee have executed and delivered an Assumption Agreement and such other documents as may be reasonably requested by the Corporation, in which the Shareholder and the transferee: (i) represent and warrant that the transferee qualifies as a Permitted Transferee or otherwise qualifies as a recipient of a Transfer pursuant to 5.2(b) or 5.2(c); (ii) agree that each shall ensure that the transferee shall continue to so qualify at all times and that, other than in the case of a Transfer by an Investor or EdgeStone to a Person listed in the definitions definition of “Francisco Partners Group”, “MS Affiliate” or “"EdgeStone Group” ", if the transferee is a corporation, the shareholder(s) of that transferee and the shareholder(s) of each of its direct and indirect shareholders who are not natural persons agree that no shares in that transferee shall be Transferred, other than a Transfer between members of the Matthews Group, without first Transferring (or causing to be TransferredTransfexxxx) the xxe Shares held back to the original Shareholder; and (iii) agree that the transferring Shareholder shall continue to be bound by all the provisions of this Agreement.