Common use of Transfers to Permitted Transferees Clause in Contracts

Transfers to Permitted Transferees. (a) During the Lock-Up Period and the Holding Period, a Holder may Transfer, upon notice to the Company, any of its Company Shares (other than Founder Shares) to a Permitted Transferee of such Holder without the consent of the Sponsors pursuant to Section 5.1(a) and without the requirement to comply with Section 5.3; provided, that each Permitted Transferee to which Company Shares are Transferred shall, and such Holder shall cause such Permitted Transferee to, Transfer back to such Holder (or to another Permitted Transferee of such Holder) the Company Shares Transferred to it if such Permitted Transferee ceases to be a Permitted Transferee of such Holder. Any Transferee of Company Shares pursuant to this Section 5.2 shall be required, at the time of and as a condition to such Transfer, to become a party to this Agreement by executing and delivering such documents as may be necessary to make such Transferee a party hereto, whereupon such Transferee will be treated as a Holder (with the same rights and obligations as its Transferring Holder) for all purposes of this Agreement. (b) Notwithstanding anything to the contrary in this Article V, Transfers of Founder Shares are permitted (a) to (i) the Company’s officers or directors, (ii) any affiliates or family members of any of the Company’s officers or directors, and (iii) Permitted Transferees; (b) in the case of an individual, by a gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by virtue of the laws of Delaware or a Sponsor’s organizational documents upon dissolution of such Sponsor; or (f) in the event of the Company’s completion of a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Mergers; provided, however, that in the case of clauses (a) through (d), these Transferees must become a party to this Agreement by executing and delivering such documents as may be necessary to make such Transferee a party hereto.

Transfers to Permitted Transferees. (a) During the Lock-Up Period and the Holding Period, a Holder may Transfer, upon notice Notwithstanding anything contained in this Article 2 to the Companycontrary, each Stockholder may Transfer any of its Company Shares (other than Founder Shares) or all Common Stock or Derivative Securities owned by such Person to a Permitted Transferee of such Holder without the consent Transferees of the Sponsors pursuant to Section 5.1(a) and without the requirement to comply with Section 5.3; provided, that each Permitted Transferee to which Company Shares are Transferred shall, and such Holder shall cause such Permitted Transferee to, Transfer back to such Holder (or to another Permitted Transferee of such Holder) the Company Shares Transferred to it if such Permitted Transferee ceases to be a Permitted Transferee of such Holder. Any Transferee of Company Shares pursuant to this Section 5.2 shall be required, at the time of and as a condition to such Transfer, to become a party to this Agreement by executing and delivering such documents as may be necessary to make such Transferee a party hereto, whereupon such Transferee will be treated as a Holder (with the same rights and obligations as its Transferring Holder) for all purposes of this AgreementInitial Party. (b) Notwithstanding anything Any Transfer to a Permitted Transferee pursuant to Section 2.6(a) hereof, shall be conditioned in each such case upon any such Transferee first entering into a joinder agreement (a “Joinder Agreement”), in the form attached hereto as Exhibit A, pursuant to which such Transferee, and the Common Stock or Derivative Securities acquired, shall become subject to the contrary terms and conditions of this Agreement, including those contained in Section 2.5(c) hereof. (c) Upon any Transfer by a Stockholder and the execution of a Joinder Agreement, each Transferee, and the Securities acquired by it, shall be subject to all of the limitations and obligations set forth in this Article V2, and, except as set forth in clause (ii) below, shall obtain the benefits and rights of a Stockholder hereunder, with respect to the Securities so acquired, pursuant to this Article 2. (d) In the event that a Stockholder Transfers any of Founder Shares are permitted (a) its Securities hereunder, until notice thereof shall have been delivered by such Stockholder to Holdings and Xxxxxxxx (i) any notices to be given to such Transferees shall be deemed given if delivered to the Company’s officers or directorsTransferor Stockholder, (ii) a notice from any affiliates or family members such Transferee shall be deemed delivered only if delivered by such Transferor Stockholder, (iii) Holdings and Xxxxxxxx shall be permitted to rely upon any notice given by such Transferor Stockholder as containing the intentions of any of the Company’s officers or directorsits Transferees, and (iiiiv) Permitted Transferees; (b) where applicable, such Transferees shall share any rights contained in this Agreement as they shall deem appropriate, and as reflected by any notices provided by such Transferor Stockholder. If the case Initial Party Transfers all of an individualits Securities it may designate, by written notice to Holdings and all other stockholders, a gift successor Person to a member give and accept notices, on behalf of all Transferees of the individual’s immediate family or to a trustInitial Party, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by virtue of the laws of Delaware or a Sponsor’s organizational documents upon dissolution of such Sponsor; or (f) in the event of the Company’s completion of a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Mergers; provided, however, that in the case of clauses (a) through (d), these Transferees must become a party to this Agreement by executing and delivering such documents as may be necessary to make such Transferee a party heretoset forth herein.

Transfers to Permitted Transferees. (a) During the Lock-Up Period and the Holding Period, a Holder may Transfer, upon notice Notwithstanding anything contained herein to the Companycontrary, each Member may Transfer any or all of its Company Shares (other than Founder Shares) Units to a such Member’s Permitted Transferee of such Holder without the consent of the Sponsors pursuant to Section 5.1(a) and without the requirement to comply with Section 5.3; provided, that Transferees if each Permitted Transferee to which Company Shares are Transferred shall, and such Holder shall cause such Permitted Transferee agrees by delivery to the Company of an acknowledgment to become a party to, Transfer back and be bound by the terms of, this Agreement to such Holder the same extent as the applicable transferor. (or to another Permitted Transferee of such Holderb) the Company Shares Transferred to it if such Permitted Transferee ceases to be a Permitted Transferee of such Holder. Any Transferee of Company Shares If any Member wishes pursuant to this Section 5.2 8.3 to Transfer Units to any Permitted Transferee, such Member shall be required, at give written notice to the time other parties hereto of and as its intention to make a condition Transfer permitted under this Section 8.3 not less than three Business Days prior to effecting such Transfer, which notice shall state the name and address of any Permitted Transferee to become whom such Transfer is proposed to be made and the number of Units proposed to be Transferred to any Permitted Transferee. Upon such Transfer, the Transferring Member shall remain a party to this Agreement and undertakes to the other Members hereto to procure the performance by executing and delivering such documents as may be necessary its Permitted Transferees of their obligations pursuant to make such Transferee a party hereto, whereupon such Transferee will be treated as a Holder (with the same rights and obligations as its Transferring Holder) for all purposes provisions of this Agreement and to indemnify the other Members hereto from and against the breach by any such Permitted Transferee of any of its obligations under this Agreement, unless otherwise released by the approval of the Board in accordance with Section 4.5(t), in its absolute discretion. (bc) Notwithstanding anything If, while a Member holds any Units, a Permitted Transferee shall cease to qualify as a Permitted Transferee under this Agreement in relation to the contrary in this Article VTransferring Member from which such Permitted Transferee or any previous Permitted Transferee of such Transferring Member received such Units, Transfers except upon a Change of Founder Shares are permitted Control of the Transferring Member or such Permitted Transferee, (a) to an “Unwinding Event”), then: (i) the Company’s officers or directors, relevant Transferring Member shall forthwith notify the other parties hereto of the pending occurrence of such Unwinding Event; and (ii) any affiliates or family members prior to such Unwinding Event, such Transferring Member shall take all actions necessary to effect a Transfer of any of all Units held by the Company’s officers or directors, and (iii) relevant Permitted Transferees; (b) in the case of an individual, by a gift Transferee either back to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individualTransferring Member or, pursuant to this Section 8.3, to a qualified domestic relations order; (e) by virtue of the laws of Delaware or a Sponsor’s organizational documents upon dissolution qualifying Permitted Transferee of such Sponsor; or (f) in the event of the Company’s completion of a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Mergers; provided, however, that in the case of clauses (a) through (d), these Transferees must become a party to this Agreement by executing and delivering such documents as may be necessary to make such Transferee a party heretoTransferring Member.

Transfers to Permitted Transferees. Any Class A Member may, at any time, Transfer any or all of the Class A Interests held by such Member to any one or more Permitted Transferees of such Member so long as each such Permitted Transferee duly executes and delivers a Joinder Agreement (a) During such Transfer to be effective only upon the Lock-Up Period delivery to and the Holding Period, a Holder may Transfer, upon notice to acceptance of such Joinder Agreement by the Company, any of its Company Shares (other than Founder Shares) to a Permitted Transferee of such Holder without the consent of the Sponsors pursuant to Section 5.1(a) and without the requirement to comply with Section 5.3); provided, that each (A) if the Company so requests in writing, such Joinder Agreement shall not be effective unless and until the Company has been furnished with the opinion contemplated by Section 7.3 below to the effect that such Transfer is exempt from or not subject to the provisions of Section 5 of the Securities Act and made in compliance with any other applicable securities laws, (B) no Transfer under this Section 7.2 shall be permitted if such Transfer would result in (x) there being more than fifteen (15) WCAS Members or (y) there being more than five (5) Xxxxxxx Members, and (C) no Transfer under this Section 7.2 shall be permitted if such Transfer would require the Company to register a class of equity securities under Section 12 of the Exchange Act under circumstances where the Company does not then have securities of any class registered under Section 12 of the Exchange Act. Notwithstanding the foregoing, no party hereto shall avoid the provisions of this Agreement by making one or more Transfers to one or more Permitted Transferees and then disposing of all or any portion of such party’s interest in any such Permitted Transferee. Each Member hereby agrees that, if any Company Interests are Transferred to a Member’s Permitted Transferee to which Company Shares are Transferred shall, and subsequently such Holder shall cause such Permitted Transferee to, Transfer back to such Holder (or to another Permitted Transferee of such Holder) the Company Shares Transferred to it if such Permitted Transferee transferee ceases to be a Permitted Transferee of the applicable Member, then all such Holder. Any Transferee of Company Shares pursuant to this Section 5.2 shall Interests shall, upon such cessation, be required, at the time of and as a condition to such Transfer, to become a party to this Agreement by executing and delivering such documents as may be necessary to make such Transferee a party hereto, whereupon such Transferee will be treated as a Holder (with the same rights and obligations as its Transferring Holder) for all purposes of this Agreement. (b) Notwithstanding anything automatically Transferred back to the contrary in this Article V, Transfers of Founder Shares are permitted (a) to (i) applicable Member without any further action on the Company’s officers or directors, (ii) any affiliates or family members part of any of the Company’s officers or directors, and (iii) Permitted Transferees; (b) in the case of an individual, by a gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by virtue of the laws of Delaware or a Sponsor’s organizational documents upon dissolution of such Sponsor; or (f) in the event of the Company’s completion of a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Mergers; provided, however, that in the case of clauses (a) through (d), these Transferees must become a party to this Agreement by executing and delivering such documents as may be necessary to make such Transferee a party heretoPerson.

Transfers to Permitted Transferees. Any Class A Member may, at any time, Transfer any or all of the Company Equity Securities held by such Member to any one or more Permitted Transferees of such Member so long as each such Permitted Transferee duly executes and delivers a Joinder Agreement (a) During such Transfer to be effective only upon the Lock-Up Period delivery to and the Holding Period, a Holder may Transfer, upon notice to acceptance of such Joinder Agreement by the Company, any of its Company Shares (other than Founder Shares) to a Permitted Transferee of such Holder without the consent of the Sponsors pursuant to Section 5.1(a) and without the requirement to comply with Section 5.3); provided, that each (A) if the Company so requests in writing, such Joinder Agreement shall not be effective unless and until the Company has been furnished with the opinion contemplated by Section 7.3 below to the effect that such Transfer is exempt from or not subject to the provisions of Section 5 of the Securities Act and made in compliance with any other applicable securities laws, (B) no Transfer under this Section 7.2 shall be permitted if such Transfer would result in (x) there being more than fifteen (15) WCAS Members or (y) there being more than five (5) Xxxxxxx Members, and (C) no Transfer under this Section 7.2 shall be permitted if such Transfer would require the Company to register a class of equity securities under Section 12 of the Exchange Act under circumstances where the Company does not then have securities of any class registered under Section 12 of the Exchange Act. Notwithstanding the foregoing, no party hereto shall avoid the provisions of this Agreement by making one or more Transfers to one or more Permitted Transferees and then disposing of all or any portion of such party’s interest in any such Permitted Transferee. Each Member hereby agrees that, if any Company Interests are Transferred to a Member’s Permitted Transferee to which Company Shares are Transferred shall, and subsequently such Holder shall cause such Permitted Transferee to, Transfer back to such Holder (or to another Permitted Transferee of such Holder) the Company Shares Transferred to it if such Permitted Transferee transferee ceases to be a Permitted Transferee of the applicable Member, then all such Holder. Any Transferee of Company Shares pursuant to this Section 5.2 shall Interests shall, upon such cessation, be required, at the time of and as a condition to such Transfer, to become a party to this Agreement by executing and delivering such documents as may be necessary to make such Transferee a party hereto, whereupon such Transferee will be treated as a Holder (with the same rights and obligations as its Transferring Holder) for all purposes of this Agreement. (b) Notwithstanding anything automatically Transferred back to the contrary in this Article V, Transfers of Founder Shares are permitted (a) to (i) applicable Member without any further action on the Company’s officers or directors, (ii) any affiliates or family members part of any of the Company’s officers or directors, and (iii) Permitted Transferees; (b) in the case of an individual, by a gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by virtue of the laws of Delaware or a Sponsor’s organizational documents upon dissolution of such Sponsor; or (f) in the event of the Company’s completion of a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Mergers; provided, however, that in the case of clauses (a) through (d), these Transferees must become a party to this Agreement by executing and delivering such documents as may be necessary to make such Transferee a party heretoPerson.

Transfers to Permitted Transferees. (a) During the Lock-Up Period and the Holding Period, a Holder may Transfer, upon notice Notwithstanding anything contained in this Article 2 to the Companycontrary, each Stockholder may Transfer any of its Company Shares (other than Founder Shares) or all Common Stock or Derivative Securities owned by such Person to a Permitted Transferee of such Holder without the consent Transferees of the Sponsors pursuant to Section 5.1(a) and without the requirement to comply with Section 5.3; provided, that each Permitted Transferee to which Company Shares are Transferred shall, and such Holder shall cause such Permitted Transferee to, Transfer back to such Holder (or to another Permitted Transferee of such Holder) the Company Shares Transferred to it if such Permitted Transferee ceases to be a Permitted Transferee of such Holder. Any Transferee of Company Shares pursuant to this Section 5.2 shall be required, at the time of and as a condition to such Transfer, to become a party to this Agreement by executing and delivering such documents as may be necessary to make such Transferee a party hereto, whereupon such Transferee will be treated as a Holder (with the same rights and obligations as its Transferring Holder) for all purposes of this AgreementInitial Party. (b) Notwithstanding anything Any Transfer to a Permitted Transferee pursuant to Section 2.6(a) hereof, shall be conditioned in each such case upon any such Transferee first entering into a joinder agreement (a "Joinder Agreement"), in the form attached hereto as Exhibit A, pursuant to which such Transferee, and the Common Stock or Derivative Securities acquired, shall become subject to the contrary terms and conditions of this Agreement, including those contained in Section 2.5(c) hereof. (c) Upon any Transfer by a Stockholder and the execution of a Joinder Agreement, each Transferee, and the Securities acquired by it, shall be subject to all of the limitations and obligations set forth in this Article V2, and, except as set forth in clause (ii) below, shall obtain the benefits and rights of a Stockholder hereunder, with respect to the Securities so acquired, pursuant to this Article 2. (d) In the event that a Stockholder Transfers any of Founder Shares are permitted (a) its Securities hereunder, until notice thereof shall have been delivered by such Stockholder to Holdings and Xxxxxxxx (i) any notices to be given to such Transferees shall be deemed given if delivered to the Company’s officers or directorsTransferor Stockholder, (ii) a notice from any affiliates or family members such Transferee shall be deemed delivered only if delivered by such Transferor Stockholder, (iii) Holdings and Xxxxxxxx shall be permitted to rely upon any notice given by such Transferor Stockholder as containing the intentions of any of the Company’s officers or directorsits Transferees, and (iiiiv) Permitted Transferees; (b) where applicable, such Transferees shall share any rights contained in this Agreement as they shall deem appropriate, and as reflected by any notices provided by such Transferor Stockholder. If the case Initial Party Transfers all of an individualits Securities it may designate, by written notice to Holdings and all other stockholders, a gift successor Person to a member give and accept notices, on behalf of all Transferees of the individual’s immediate family or to a trustInitial Party, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by virtue of the laws of Delaware or a Sponsor’s organizational documents upon dissolution of such Sponsor; or (f) in the event of the Company’s completion of a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Mergers; provided, however, that in the case of clauses (a) through (d), these Transferees must become a party to this Agreement by executing and delivering such documents as may be necessary to make such Transferee a party heretoset forth herein.

Transfers to Permitted Transferees. (a) During Each of the Lock-Up Period and the Holding Period, a Holder may Transfer, upon notice Shareholders shall be free to the Company, any Transfer all of its Company Shares (other than Founder Shares) shares to a one or more Permitted Transferee of such Holder without the consent of the Sponsors pursuant to Section 5.1(a) and without the requirement to comply with Section 5.3; providedTransferees, provided that each Permitted Transferee to which Company Shares are Transferred shall, and such Holder shall cause such Permitted Transferee toenters into a Deed of Adherence, Transfer back to and only after each such Holder (or to another Permitted Transferee of such Holder) has delivered to the Company Shares Transferred to it non-transferring Shareholder a written undertaking whereby, if any legal or beneficial interest in such Permitted Transferee ceases to be wholly owned, directly or indirectly, by Vodafone or by Vivendi or Vnet (or, in the case of a Permitted Transferee that is wholly owned, directly or indirectly, by Vnet, if there is a change of control of the Vnet Shareholder, as such term is defined in Clause 3.6.4), as the case may be, such Company shares shall be transferred to Vodafone or to Vnet, as the case may be, or to another entity or entities in which all legal and beneficial interests are and remain wholly owned, directly or indirectly by Vodafone or by Vivendi or Vnet (provided, in the case of Vnet, there has been no change of control of the Vnet Shareholder, as such term is defined in Clause 3.6.4), as the case may be. (b) If any Shareholder ("a Disqualified Shareholder") to which shares have been transferred by a permitted transfer referred to in paragraph (a) above (or any series of permitted transfers) (i) ceases, as a result of any event ("a Disqualifying Event"), to qualify as a Permitted Transferee of the original transferor, and (ii) fails to transfer all the Company shares held by it to the original transferor or an entity which does qualify as a Permitted Transferee of such Holder. Any Transferee original transferor either before the Disqualifying Event or within 28 days thereafter, then the other Shareholder shall have the right by written notice to the Disqualified Shareholder within 90 days after becoming aware of Company Shares pursuant to this Section 5.2 shall be required, at the time of and as a condition to such TransferDisqualifying Event, to become require the Disqualified Shareholder either to transfer its Company shares within 10 days to a party permitted to this Agreement by executing and delivering such documents receive them as may be necessary referred to make such Transferee a party hereto, whereupon such Transferee will be treated as a Holder in sub-paragraph (with ii) above or to sell all of them to the same rights and obligations as its Transferring Holder) for all purposes of this Agreementother Shareholder at their nominal value. (bc) Notwithstanding anything to Where there is more than one entity that comprises the contrary in this Article VVEP Shareholder or the Vnet Shareholder, Transfers of Founder Shares are permitted (a) to (i) as the Company’s officers or directors, (ii) any affiliates or family members of any of the Company’s officers or directorscase may be, and (iii) Permitted Transferees; (b) in the case of an individual, where there are rights exercisable by a gift to Shareholder under this Joint Venture Agreement, such rights shall be exercised by all such entities as a member group and not separately, and all obligations of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate Shareholder under this Joint Venture Agreement shall be joint and several obligations of such person or entities to be satisfied as a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by virtue of the laws of Delaware or a Sponsor’s organizational documents upon dissolution of such Sponsor; or (f) in the event of the Company’s completion of a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Mergers; provided, however, that in the case of clauses (a) through (d), these Transferees must become a party to this Agreement by executing and delivering such documents as may be necessary to make such Transferee a party heretogroup.