Common use of Unpermitted Transfers; Involuntary Transfers Clause in Contracts

Unpermitted Transfers; Involuntary Transfers. Any Transfer or attempted Transfer of any Shares or Pacers OpCo Membership Interests in violation of this Article II shall, to the fullest extent permitted by applicable Law, be null and void ab initio. In furtherance of the foregoing, each Holder hereby authorizes and instructs Parent to instruct its transfer agent to enter a stop transfer order with respect to all of the Shares and Pacers OpCo Membership Interests and to instruct Parent in its capacity as sole managing member of Pacers OpCo not to recognize any Transfer of Pacers OpCo Membership Interests in violation of Article II on the books and records of Pacers OpCo; provided, that such stop transfer order or other prohibition shall be removed with respect to any Transfer permitted under this Agreement. If any involuntary Transfer of any of a Holder’s Shares or a Holder’s Pacers OpCo Membership Interests shall occur, the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shares or Pacers OpCo Membership Interests subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement.

Unpermitted Transfers; Involuntary Transfers. Any Transfer or attempted Transfer of any Shares or Pacers Heat OpCo Membership Interests in violation of this Article II shall, to the fullest extent permitted by applicable Law, be null and void ab initio. In furtherance of the foregoing, each Holder hereby authorizes and instructs Parent the Company to instruct its transfer agent to enter a stop transfer order with respect to all of the Shares and Pacers Heat OpCo Membership Interests and to instruct Parent the Company in its capacity as sole managing member of Pacers Heat OpCo not to recognize any Transfer of Pacers Heat OpCo Membership Interests in violation of Article II on the books and records of Pacers Heat OpCo; provided, that such stop transfer order or other prohibition shall be removed with respect to any Transfer permitted under this Agreement. If any involuntary Transfer of any of a Holder’s Shares or a Holder’s Pacers Heat OpCo Membership Interests shall occur, the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shares or Pacers Heat OpCo Membership Interests subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement.