Common use of Limitations on Transfer of Shares Clause in Contracts

Limitations on Transfer of Shares. Section 1.1. Holdings hereby certifies that (a) Section 6 of its Operating Agreement contains certain restrictions on transfer of shares of Class B Common Stock it beneficially owns (the "Transfer Restriction Provisions") and (b) Exhibit A is a true and complete copy of the Operating Agreement as in effect on the date hereof and no action has been taken for the purpose of effecting any amendment or modification thereof. Section 1.2. Holdings agrees that it shall not sell, transfer, pledge or otherwise dispose, whether directly or indirectly, whether or not for value, or distribute shares of Class B Common Stock for a period of two years from the date of the initial public offering of the Company's common stock (the "IPO"), except: (a) with the approval of the independent directors of the Company, on the basis of a determination that such action is in the best interests of the Company or is otherwise appropriate in light of a particular individual's economic hardship or (b) distributions to owners resident outside of North America upon approval of Holdings' Executive Committee or (c) distributions to owners after the first anniversary of the IPO. Section 1.3. Holdings agrees that any distribution to an owner of shares of Class B Common Stock prior to the second anniversary of the date of the IPO, will be subject to the condition that each such owner agrees to be bound by the Transfer Restriction Provisions through the second anniversary of the date of the IPO. Section 1.4. Holdings agrees that it shall not amend or waive the Transfer Restriction Provisions or the provisions of Section 6 of its Operating Agreement governing goodwill shares and the market value of such shares without the approval of the independent directors of the Company on the basis of a determination that such action is in the best interests of the Company or is otherwise appropriate in light of a particular individual's economic hardship.

Limitations on Transfer of Shares. Section 1.1. Holdings hereby certifies that (a) Section 6 of its Operating Agreement contains certain restrictions on transfer of shares of Class B Common Stock it beneficially owns (the "Transfer Restriction Provisions") and (b) Exhibit A is a true and complete copy of the Operating Agreement as in effect on the date hereof and no action has been taken for the purpose of effecting any amendment or modification thereof. Section 1.2. Holdings agrees that it shall not sell, transfer, pledge or otherwise dispose, whether directly or indirectly, whether or not for value, or distribute shares of Class B Common Stock Stock, for a period of two years one year from the date of the initial public offering of the Company's common stock (the "IPO"), except: (a) with the approval of the independent directors of the Company, on the basis of a determination that such action is in the best interests of the Company or is otherwise appropriate in light of a particular individual's economic hardship or (b) distributions to owners resident outside of North America upon approval of Holdings' Executive Committee or (c) distributions to owners after the first anniversary of the IPO. Section 1.3. Holdings agrees that any distribution to an owner of shares of Class B Common Stock prior to the second anniversary of the date of the IPO, will be subject to the condition that each such owner agrees to be bound by the Transfer Restriction Provisions through the second anniversary of the date of the IPO. Section 1.4. Holdings agrees that it shall not amend or waive the Transfer Restriction Provisions or the provisions of Section 6 of its Operating Agreement governing goodwill shares and the market value of such shares without the approval of the independent directors of the Company on the basis of a determination that such action is in the best interests of the Company or is otherwise appropriate in light of a particular individual's economic hardship.