Common use of Unrestricted Shares Clause in Contracts

Unrestricted Shares. (i) Thirty-eight percent (38%) of the total 51% of Shares acquired by Initial Management pursuant to the Old Agreement are hereby designated as Unrestricted Shares. 62,911 of such shares, or approximately 5.656% of the 38% constituting Unrestricted Shares were designated as Reallocable Shares pursuant to the Old Agreement and have heretofore been called and repurchased from time to time at the direction of the Stock Reallocation Committee from Initial Management (or their Permitted Transferees) and sold to other members of Management. The Stock Reallocation Committee has had and shall continue to have the authority to impose such terms, conditions, limitations and otherwise as it deems reasonable, desirable or necessary with respect to Reallocable Shares held by Management other than Initial Management; provided, however, that following the effectiveness of this Agreement, no other Shares (including Shares that have been forfeited to the Corporation and reissued to Initial Management, as contemplated by Section 2(a)(ii) hereof) shall be subject to call and repurchase from Initial Management (or their Permitted Transferees) for offer, sale and/or transfer to other Management; and provided further, the Stock Reallocation Committee may not permit such Reallocable Shares to be held by other Management under terms, conditions, limitations and otherwise which are more favorable, desirable or beneficial than as imposed on Initial Management, other than the provisions with respect to the duration of service after which the risk of Termination Forfeiture may lapse. The remaining approximately 32.34% of the 38% constituting Unrestricted Shares shall be held outright, free and clear by Initial Management (or their Permitted Transferees), are not subject to call, purchase or reallocation by the Stock Reallocation Committee or otherwise, shall not be subject to the risk of Termination Forfeiture, and the holders thereof shall enjoy all incidents of ownership to such shares (subject to any restrictions or limitations set forth in the Stockholders' Agreement).