Common use of Transfers to Permitted Transferees Clause in Contracts

Transfers to Permitted Transferees. Prior to the transfer of Incentive Units to a Permitted Transferee (other than a transfer in connection with or subsequent to a Company Sale), Executive shall deliver to the Company a written agreement (in a form acceptable to the Company) of the proposed transferee (a) evidencing such Person’s undertaking to be bound by the terms of this Agreement (including, without limitation, making the same representations and warranties as Executive hereto), the LLC Agreement and the Securityholders Agreement and (b) acknowledging that the Incentive Units transferred to such Person will continue to be Incentive Units for purposes of this Agreement in the hands of such Person. Any transfer or attempted transfer of Incentive Units in violation of any provision of this Agreement, the LLC Agreement or the Securityholders Agreement shall be null and void, and the Company shall not record such transfer on its books or treat any purported transferee of such Incentive Units as the owner of such Incentive Units for any purpose.

Transfers to Permitted Transferees. The transfer of Units to a Permitted Transferee in an Exempt Transfer shall be subject to the approval of the Board, which shall not be unreasonably withheld. Prior to the transfer of Incentive Units to a Permitted Transferee (other than a transfer in connection with or subsequent to a Company SaleSale of the Company), the Executive shall deliver to the Company Investors a written agreement (in a form acceptable to the Company) of the proposed transferee (a) evidencing such Person’s undertaking to be bound by the terms of this Agreement (including, without limitation, making and the same representations and warranties as Executive hereto), the LLC Agreement and terms of the Securityholders Agreement and (b) acknowledging that the Incentive Units transferred to such Person will continue to be Incentive Units for purposes of this Agreement in the hands of such Person. Any transfer or attempted transfer of Incentive Units in violation of any provision of this Agreement, the LLC Securityholders Agreement or the Securityholders LLC Agreement shall be null and void, and the Company Investors shall not record such transfer on its books or treat any purported transferee of such Incentive Units as the owner of such Incentive Units for any purpose.