Common use of Transfer of Common Stock Clause in Contracts

Transfer of Common Stock. (a) Other than as specifically approved by a majority of the Non-Investor Directors, prior to the second anniversary of the Closing, Purchaser will not, directly or indirectly, sell, transfer or otherwise dispose of any Shares, Special Warrants or Warrants (except to any Affiliate of Purchaser). (b) Other than as specifically approved by a majority of the Non-Investor Directors, prior to the fifth anniversary of the Closing, Purchaser will not, directly or indirectly, sell, transfer or otherwise dispose of any Shares except (i) pursuant to a registered underwritten public offering intended to achieve a broad distribution in accordance with the Registration Rights Agreement, (ii) in accordance with the volume and manner-of-sale limitations of Rule 144 promulgated under the Securities Act (regardless of whether such limitations are applicable), (iii) in a transaction exempt from the registration requirements of the Securities Act to any Person or group (within the meaning of Section 13(d)(3) of the Exchange Act) of Persons, if, prior to and after giving effect to such sale, such Person or group of Persons (A) does not or would not to Purchaser's knowledge after due inquiry, Beneficially Own (provided that for purposes of this Section 7.01(a) a Person shall be deemed to Beneficially Own all shares that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time) 5% or more of the then outstanding shares of Common Stock or (B) is an investment company registered under the Investment Company Act of 1940, as amended, or (iv) in connection with a Buyout Transaction. Purported transfers of shares of Common Stock that are not in compliance with this Article VII shall be of no force or effect. (c) The provisions of clauses (a) and (b) of this Article VII shall terminate and be of no further force or effect on the earlier to occur of (i) the fifth anniversary of the Closing and (ii) the date on which the percentage of the Total Voting Power represented by the aggregate voting power of all Voting Securities then owned by Purchaser (other than any Voting Securities acquired in violation of this Agreement) is greater than 50%. (d) Prior to the seventh anniversary of the Closing, the Purchasers will not, directly or otherwise dispose of Shares representing 15% or more of the then outstanding Common Stock to any Person or group (within the meaning of Section 13(d)(3) of the Exchange Act) without first offering the Company the right to make an offer to purchase the Shares proposed to be so sold, transferred or otherwise disposed of. The provisions of the previous sentence shall terminate and be of no effect on the date on which the percentage of the Total Voting Power represented by the aggregate voting power of all Voting Securities then owned by Purchaser (other than any Voting Securities acquired in violation of this Agreement) is greater than 50%. B-19

Transfer of Common Stock. (a) Other than as specifically approved by a majority The Purchaser will not sell, assign or transfer all or any part of the Non-Investor Directors, prior Common Stock acquired by them unless the Purchaser shall have furnished to the second anniversary of the ClosingIssuer, Purchaser will notif reasonably requested to do so, directly or indirectly, sell, transfer or otherwise dispose of any Shares, Special Warrants or Warrants (except to any Affiliate of Purchaser). (b) Other than as specifically approved by a majority of the Non-Investor Directors, prior to the fifth anniversary of the Closing, Purchaser will not, directly or indirectly, sell, transfer or otherwise dispose of any Shares except either (i) pursuant an opinion, reasonably satisfactory to a registered underwritten public offering intended counsel for the Issuer, to achieve a broad distribution in accordance with the Registration Rights Agreementeffect that the proposed sale or transfer may be made without registration under the Securities Act, or (ii) an interpretive letter from the Securities and Exchange Commission to the effect that no enforcement action will be recommended if the proposed sale or transfer is made without registration under the Securities Act, in accordance either case accompanied by evidence reasonably satisfactory to the Issuer that such transfer will be in compliance with applicable state securities laws; provided, however, that the volume and manner-of-sale limitations foregoing conditions shall not apply with respect to any transfer pursuant to an effective registration statement under the Securities Act, or with respect to any repurchase of Rule 144 promulgated the Common Stock by Seller. Upon the assignment or transfer by the Purchaser of all or any part of the Common Stock or its interest therein pursuant to this Section 4.03, the term "Purchaser" as used herein shall thereafter include, to the extent of the interest so assigned or transferred, the assignee or transferee of such interest; provided, however, that the foregoing shall not apply with respect to any transfer pursuant to an effective registration statement under the Securities Act (regardless of whether such limitations are applicable), (iiior pursuant to Section 4(1) in a transaction exempt from the registration requirements of the Securities Act to any Person or group (within Act. Purchaser also agrees that, until June 17, 2003, Purchaser, without the meaning of Section 13(d)(3) consent of the Exchange ActIssuer's Board of Directors, 1) of Persons, if, prior to and after giving effect to such sale, such Person or group of Persons (A) does will not or would not to Purchaser's knowledge after due inquiry, Beneficially Own (provided that for purposes of this Section 7.01(a) a Person shall be deemed to Beneficially Own all shares that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time) 5% or more of the then outstanding shares of Common Stock or (B) is an investment company registered under the Investment Company Act of 1940, as amended, or (iv) participate in connection with a Buyout Transaction. Purported transfers of shares of Common Stock that are not in compliance with this Article VII shall be of no force or effect. (c) The provisions of clauses (a) and (b) of this Article VII shall terminate and be of no further force or effect on the earlier to occur of (i) the fifth anniversary of the Closing and (ii) the date on which the percentage of the Total Voting Power represented by the aggregate voting power of all Voting Securities then owned by Purchaser (other than any Voting Securities acquired in violation of this Agreement) is greater than 50%. (d) Prior to the seventh anniversary of the Closing, the Purchasers will not, directly or otherwise dispose of Shares representing 15% or more of the then outstanding Common Stock to support in any Person or group (within the meaning of Section 13(d)(3) of the Exchange Act) without first offering the Company the right to make an offer to purchase the Shares proposed to be so sold, transferred or otherwise disposed of. The provisions of the previous sentence shall terminate and be of no effect on the date on which the percentage of the Total Voting Power represented by the aggregate voting power of all Voting Securities then owned by Purchaser (other than any Voting Securities acquired in violation of this Agreement) is greater than 50%. B-19manner any