Common use of Transfer After an IPO Clause in Contracts

Transfer After an IPO. For a period of five years after the Initial Public Offering, no Stock may be Transferred if, immediately following such Transfer, the percentage of the Stockholder's Stock sold by the Stockholder in or after the IPO (including in the Transfer in question) would exceed the percentage of AFJ's Shares sold by AFJ in or after the IPO. For purposes of the preceding sentence: (i) the Stockholder shall be treated as including his Permitted Transferees; (ii) the percentage sold by a person shall be measured against the number of Shares held by such person as of immediately prior to the IPO (for example, if the Stockholder owned 100 shares immediately prior to the IPO, and then sold no shares in the IPO and 5 shares after the IPO, the percentage of shares sold by the Stockholder in or after the IPO would be 5%); (iii) an equitable adjustment shall be made for any forward or reverse stock split, stock dividend, stock combination, recapitalization or similar transaction involving the Company's capital stock; and (iv) the percentages in each case shall be calculated on a Fully Diluted Basis. AFJ shall have the right to enforce this Section 8 against the Stockholder as if AFJ were a party hereto.

Transfer After an IPO. For a period of five years thirty months after the Initial Public Offering, no Stock may be Transferred if, immediately following such Transfer, the percentage of the Stockholder's Stock sold by the Stockholder in or after the IPO (including in the Transfer in question) would exceed the percentage of AFJ's Shares sold by AFJ in or after the IPO. For purposes of the preceding sentence: (i) the Stockholder shall be treated as including his Permitted Transferees; (ii) the percentage sold by a person shall be measured against the number of Shares held by such person as of immediately prior to the IPO (for example, if the Stockholder owned 100 shares immediately prior to the IPO, and then sold no shares in the IPO and 5 shares after the IPO, the percentage of shares sold by the Stockholder in or after the IPO would be 5%); (iii) an equitable adjustment shall be made for any forward or reverse stock split, stock dividend, stock combination, recapitalization or similar transaction involving the Company's capital stock; and (iv) the percentages in each case shall be calculated on a Fully Diluted Basis. AFJ shall have the right to enforce this Section 8 against the Stockholder as if AFJ were a party hereto.