Common use of Authorized Transfers Clause in Contracts

Authorized Transfers. (a) Notwithstanding Section 3.5, neither LifeMetrix nor any LifeMetrix Stockholder will Transfer any Shares at any time except Transfers described in Section 3.6(b). (b) From and after the expiration of the applicable Restricted Period, LifeMetrix and the LifeMetrix Stockholders may Transfer Shares only (i) pursuant to a transaction approved in writing by the Board, (ii) pursuant to (A) a "qualifying offer" (as defined below) or (B) a "qualifying tender offer" (as defined below), (iii) in a Permitted Transfer, Liquidating Transfer, or an Investor Distribution, (iv) pursuant to a bona fide pledge of Shares by LifeMetrix or a LifeMetrix Stockholder as security for bona fide indebtedness to a brokerage firm or financial institution not affiliated with LifeMetrix, such LifeMetrix Stockholder or any of their Affiliates for money borrowed, (v) in "brokers' transactions" (as such term is defined in Rule 144(g) of the Securities Act, which definition shall apply for all purposes of this Agreement) on the NMS, or if the Shares are not listed on the NMS, on the principal national securities exchange on which such Shares are listed or admitted to trading, and if not so listed or admitted, in the over-the-counter market (vi) in a registered public offering pursuant to the Registration Rights Agreement, or (vii) to any Person or group if, after due inquiry, LifeMetrix or a LifeMetrix Stockholder reasonably believes such Person or group would not own 5% or more of the then outstanding Common Stock. For purposes of this Agreement, a "qualifying offer" shall mean (i)any tender offer or exchange offer commenced by Matria for any Matria Voting Securities, and (ii) any acquisition transaction involving any Matria Voting Securities proposed by a Person or entity other than Matria (A) which is approved by, or not opposed by, the Board, or (B) where such third party offeror already owns at least 50% of the outstanding Matria Voting Securities. For purposes of this Agreement, a "qualifying tender offer" shall mean any acquisition transaction involving any Matria Voting Securities which is a bona fide tender offer or exchange offer that is commenced by a third party offeror who does not already own at least 50% of the outstanding Matria Voting Securities at a price per share greater than the Market Price as of the last trading day prior to the first public announcement of such offer, if upon consummation thereof, such third party offeror would have Beneficial Ownership of 50% or more of the then outstanding Common Stock.

Authorized Transfers. Notwithstanding anything to the contrary in this Agreement, including Sections 2, 4, 6, 7 and 8 hereof, each of the Transfers described in paragraphs (a), (b) and (d) of this Section 3 are expressly authorized under this Agreement: (a) Notwithstanding Section 3.5A Stockholder may Transfer all or a portion of such Stockholder’s shares of Class B Stock to (i) any other Stockholder, neither LifeMetrix nor (ii) any LifeMetrix Stockholder will Transfer Qualified Extended Family Member, (iii) any Shares at Qualified Trust, or (iv) any time except Transfers described in Section 3.6(b)Qualified Foundation. (b) From and after the expiration of the applicable Restricted Period, LifeMetrix and the LifeMetrix Stockholders A Stockholder may Transfer Shares only all or a portion of such Stockholder’s shares of Class B Stock (i) to the Company, (ii) to underwriters pursuant to the terms of an underwriting agreement, including in connection with the exercise of any over-allotment option granted to the underwriters in the IPO, or with the prior written consent of the lead underwriter on behalf of the underwriters in an offering by the Company and/or other selling stockholders of securities pursuant to an effective registration statement under the Securities Act, or in a transaction private placement by the Company and/or other selling stockholders of securities that has been approved in writing by at least a majority of the disinterested members of the Board, (iiiii) pursuant to the terms of any planned trading program effected pursuant to Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that has been approved by at least a majority of the disinterested members of (A) a "qualifying offer" (as defined below) the Board or (B) a "qualifying tender offer" (as defined below), (iii) in a Permitted Transfer, Liquidating Transfercommittee of the Board authorized to take such action, or an Investor Distribution, (iv) pursuant as otherwise permitted by this Agreement. (c) In the event that any shares of Class B Stock are Transferred to a bona fide pledge Person (including, without limitation, any Affiliate of Shares by LifeMetrix or a LifeMetrix Stockholder as security for bona fide indebtedness to a brokerage firm or financial institution not affiliated with LifeMetrix, such LifeMetrix Stockholder or any of their Affiliates for money borrowed, (vStockholder) in "brokers' transactions" (as such term is defined in Rule 144(g) of accordance with the Securities Act, which definition shall apply for all purposes terms of this Agreement) on the NMS, or if the Shares are Agreement who is not listed on the NMS, on the principal national securities exchange on which such Shares are listed or admitted already a party to trading, and if not so listed or admitted, in the over-the-counter market (vi) in a registered public offering pursuant to the Registration Rights Agreement, or (vii) to any Person or group if, after due inquiry, LifeMetrix or a LifeMetrix Stockholder reasonably believes such Person or group would not own 5% or more of the then outstanding Common Stock. For purposes of bound by this Agreement, such Person shall, as a "qualifying offer" shall mean (i)any tender offer or exchange offer commenced by Matria for any Matria Voting Securitiescondition precedent to the consummation of such Transfer, execute and (ii) any acquisition transaction involving any Matria Voting Securities proposed by deliver to the Company a Person or entity other than Matria (A) which is approved by, or not opposed by, the Board, or (B) where such third party offeror already owns at least 50% of the outstanding Matria Voting Securities. For purposes of joinder agreement to this Agreement, as may further be amended from time to time, substantially in the form of Exhibit A attached hereto (a "qualifying tender offer" “Joinder Agreement”), and such Person shall mean any acquisition transaction involving any Matria Voting Securities which is thereupon be deemed to be a bona fide tender offer or exchange offer that is commenced by a third party offeror who does Stockholder hereunder. The Transfer of shares of Class B Stock to such Person shall not already own at least 50% be given effect and shall not be recorded on the books and records of the outstanding Matria Voting Securities at a price per share greater than the Market Price as of the last trading day prior Company until such Person executes and delivers to the first public announcement Company a Joinder Agreement, and any Transfer or attempted Transfer in violation thereof shall be null and void. (d) All Transfers of such offershares of Common Stock pursuant to those certain Share Purchase Agreements, if upon consummation thereofdated July 20, such third party offeror would have Beneficial Ownership of 50% or more of 2020, by and among the then outstanding Common StockCompany and the parties named therein (the “Share Purchase Agreement”) are expressly authorized under this Agreement.