Common use of Transfer of Subject Securities Clause in Contracts

Transfer of Subject Securities. Except as expressly contemplated by the Merger Agreement or with the prior written consent of 10X (such consent to be given or withheld in its sole discretion), from and after the date hereof, the Stockholder agrees not to (a) Transfer any of the Subject Company Stock, (b) enter into (i) any option, warrant, purchase right, or other Contract that would (either alone or in connection with one or more events or developments (including the satisfaction or waiver of any conditions precedent)) require the Stockholder to Transfer the Subject Company Stock or (ii) any voting trust, proxy or other Contract with respect to the voting or Transfer of the Subject Company Stock, or (c) take any actions in furtherance of any of the matters described in the foregoing clauses (a) or (b). For purposes of this Agreement, “Transfer” means any, direct or indirect, sale, transfer, assignment, pledge, mortgage, exchange, hypothecation, grant of a security interest in or disposition or encumbrance of an interest (whether with or without consideration, whether voluntarily or involuntarily or by operation of law or otherwise). Notwithstanding the foregoing, the Stockholder may transfer its Subject Company Stock (w) for Transfers which the net proceeds will be used to pay income tax obligations owed by the Stockholder, as provided on a tax return or tax statement provided to 10X in form reasonably acceptable to 10X, subject to any such transferee signing a joinder hereto agreeing to be bound by all provisions hereof to the same extent as the Stockholder, (x) to its Affiliates, (y) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization or pursuant to a qualified domestic relations order with prior written notice to (but without the consent of) 10X, or by virtue of laws of descent and distribution upon death of such individual, subject to any such transferee signing a joinder hereto agreeing to be bound by all provisions hereof to the same extent as the Stockholder, or (z) to another Company Stockholder that is a party to an agreement with 10X and Sparks Energy in form and substance substantially similar to this Agreement.

Transfer of Subject Securities. Except as expressly contemplated by Stockholder agrees that, during the Merger Agreement or with the prior written consent of 10X (such consent to be given or withheld in its sole discretion), period from and after the date hereofof this Agreement through the Expiration Date, the Stockholder agrees shall not to (a) cause or permit any Transfer of any of the Subject Company StockSecurities to be effected; provided, however, that fifty percent (b50%) enter into (i) any option, warrant, purchase right, or other Contract that would (either alone or in connection with one or more events or developments (including the satisfaction or waiver of any conditions precedent)) require the Stockholder to Transfer the Subject Company Stock or (ii) any voting trust, proxy or other Contract with respect to the voting or Transfer of the Subject Company Stock, or (c) take any actions Securities shall be released from the restrictions provided in furtherance of any this Section 2 upon the first anniversary of the matters described in the foregoing clauses (a) or (b). For purposes of this Agreement, “Transfer” means any, direct or indirect, sale, transfer, assignment, pledge, mortgage, exchange, hypothecation, grant of a security interest in or disposition or encumbrance of an interest (whether with or without consideration, whether voluntarily or involuntarily or by operation of law or otherwise)Closing Date. Notwithstanding the foregoing, the Stockholder may transfer its make a Transfer of any of the Subject Company Stock Securities (wi) for Transfers which the net proceeds will be used to pay income tax obligations owed by the Stockholder, as provided on a tax return or tax statement provided to 10X in form reasonably acceptable to 10X, subject to any such transferee signing a joinder hereto agreeing to be bound by all provisions hereof to the same extent as the Stockholderbona fide gift, (xii) either during his or her lifetime or on death by will or intestacy to its Affiliates, (y) in the case of an individual, by gift to a member of such individual’s his or her immediate family or to a trust, the beneficiary beneficiaries of which is are exclusively Stockholder and/or a member (or members) of such individualhis or her immediate family or (iii) with Parent’s immediate family, an affiliate of such individual or to a charitable organization or pursuant to a qualified domestic relations order with prior written notice to (but without the consent of) 10Xconsent; provided, or by virtue of laws of descent and distribution upon death of such individual, subject however,that prior to any such Transfer each transferee signing a joinder hereto agreeing shall execute an agreement, satisfactory to be bound by all provisions hereof Parent, pursuant to which each transferee shall agree to receive and hold such Subject Securities subject to the same extent as provisions hereof, and there shall be no further transfer except in accordance with the Stockholderprovisions hereof. For the purposes of this paragraph, “immediate family” shall mean spouse, lineal descendant, father, mother, brother or sister of the transferor. In addition, notwithstanding the foregoing, (za) to another Company if Stockholder that is a party corporation, the corporation may Transfer the Subject Securities to any wholly owned subsidiary or stockholder of such corporation; (b) if Stockholder is a partnership, the partnership may Transfer the Subject Securities to its partners; and (c) if Stockholder is a limited liability company, the limited liability company may Transfer the Subject Securities to its members; provided, however,that in any such case, it shall be a condition to the Transfer that the transferee execute an agreement stating that the transferee is receiving and holding such capital stock subject to the provisions of this Agreement and there shall be no further transfer of such shares except in accordance with 10X and Sparks Energy in form and substance substantially similar to this Agreement.

Transfer of Subject Securities. Except as expressly contemplated by the Merger Agreement or with the prior written consent of 10X (such consent to be given or withheld in its sole discretion), from and after the date hereof, the Stockholder agrees not to (a) Transfer any of the Subject Company Stock, (b) enter into (i) any option, warrant, purchase right, or other Contract that would (either alone or in connection with one or more events or developments (including the satisfaction or waiver of any conditions precedent)) require the Stockholder to Transfer the Subject Company Stock or (ii) any voting trust, proxy or other Contract with respect to the voting or Transfer of the Subject Company Stock, or (c) take any actions in furtherance of any of the matters described in the foregoing clauses (a) or (b). For purposes of this Agreement, “Transfer” means any, direct or indirect, sale, transfer, assignment, pledge, mortgage, exchange, hypothecation, grant of a security interest in or disposition or encumbrance of an interest (whether with or without consideration, whether voluntarily or involuntarily or by operation of law or otherwise). Notwithstanding the foregoing, the Stockholder may transfer its Subject Company Stock (w) for Transfers which the net proceeds will be used to pay income tax obligations owed by the Stockholder, as provided on a tax return or tax statement provided to 10X in form reasonably acceptable to 10X, subject to any such transferee signing a joinder hereto agreeing to be bound by all provisions hereof to the same extent as the Stockholder, (x) to its Affiliates, (y) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization or pursuant to a qualified domestic relations order with prior written notice to (but without the consent of) 10X, or by virtue of laws of descent and distribution upon death of such individual, subject to any such transferee signing a joinder hereto agreeing to be bound by all provisions hereof to the same extent as the Stockholder, or (z) to another Company Stockholder that is a party to an agreement with 10X and Sparks Energy the Company in form and substance substantially similar to this Agreement.

Transfer of Subject Securities. Except as expressly contemplated by Stockholder agrees that, during the Merger Agreement or with the prior written consent of 10X (such consent to be given or withheld in its sole discretion), period from and after the date hereofof this Agreement through the Expiration Date, the Stockholder agrees shall not to (a) cause or permit any Transfer of any of the Subject Company StockSecurities to be effected; provided, however,that fifty percent (b50%) enter into (i) any option, warrant, purchase right, or other Contract that would (either alone or in connection with one or more events or developments (including the satisfaction or waiver of any conditions precedent)) require the Stockholder to Transfer the Subject Company Stock or (ii) any voting trust, proxy or other Contract with respect to the voting or Transfer of the Subject Company Stock, or (c) take any actions Securities shall be released from the restrictions provided in furtherance of any this Section 2 upon the first anniversary of the matters described in the foregoing clauses (a) or (b). For purposes of this Agreement, “Transfer” means any, direct or indirect, sale, transfer, assignment, pledge, mortgage, exchange, hypothecation, grant of a security interest in or disposition or encumbrance of an interest (whether with or without consideration, whether voluntarily or involuntarily or by operation of law or otherwise)Closing Date. Notwithstanding the foregoing, the Stockholder may transfer its make a Transfer of up to twenty percent (20%) of the Subject Company Stock Securities (wthe “Charitable Securities”) for Transfers which to any organization described in Section 501(c)(3) of the net proceeds will be used to pay income tax obligations owed by the StockholderInternal Revenue Code of 1986, as provided on amended (a tax return or tax statement provided to 10X in form reasonably acceptable to 10X“Charitable Transfer”); provided, subject however, that prior to any such Charitable Transfer each transferee signing shall execute an agreement, satisfactory to Parent, pursuant to which each transferee shall agree that it shall not make a joinder hereto agreeing to be bound by all provisions hereof to Transfer more than twenty-five percent (25%) of the same extent Charitable Securities within any 30-day period. Notwithstanding the foregoing, Stockholder may make a Transfer of any of the Subject Securities (i) as the Stockholdera bona fide gift, (xii) either during his or her lifetime or on death by will or intestacy to its Affiliates, (y) in the case of an individual, by gift to a member of such individual’s his or her immediate family or to a trust, the beneficiary beneficiaries of which is are exclusively Stockholder and/or a member (or members) of such individualhis or her immediate family or (iii) with Parent’s immediate family, an affiliate of such individual or to a charitable organization or pursuant to a qualified domestic relations order with prior written notice to (but without the consent of) 10Xconsent; provided, or by virtue of laws of descent and distribution upon death of such individual, subject however,that prior to any such Transfer each transferee signing a joinder hereto agreeing shall execute an agreement, satisfactory to be bound by all provisions hereof Parent, pursuant to which each transferee shall agree to receive and hold such Subject Securities subject to the same extent as provisions hereof, and there shall be no further transfer except in accordance with the Stockholderprovisions hereof. For the purposes of this paragraph, “immediate family” shall mean spouse, lineal descendant, father, mother, brother or sister of the transferor. In addition, notwithstanding the foregoing, (za) to another Company if Stockholder that is a party corporation, the corporation may Transfer the Subject Securities to any wholly owned subsidiary or stockholder of such corporation; (b) if Stockholder is a partnership, the partnership may Transfer the Subject Securities to its partners; and (c) if Stockholder is a limited liability company, the limited liability company may Transfer the Subject Securities to its members; provided, however, that in any such case, it shall be a condition to the Transfer that the transferee execute an agreement stating that the transferee is receiving and holding such capital stock subject to the provisions of this Agreement and there shall be no further transfer of such shares except in accordance with 10X and Sparks Energy in form and substance substantially similar to this Agreement.

Transfer of Subject Securities. Except (a) Transferee of Subject Securities to be Bound by this Agreement. The Stockholder agrees that, except as expressly contemplated may be provided herein, during the period from the date of this Agreement through the Expiration Date, the Stockholder shall not cause or permit any Transfer of any of the Subject Securities to be effected; provided, that nothing in this Agreement shall prohibit the Stockholder from Transferring Subject Securities to Merger Subsidiary pursuant to Section 3 hereof. Parent and Merger Subsidiary acknowledge and agree that the Stockholder and Wiser Investors, L.P. (“WILP”) have in connection with a loan previously pledged Subject Securities to Management Resources Group, LLC (“MRG”) pursuant to a pledge agreement previously entered into by such parties and that the existence of such voting and pledge agreements and the continuing compliance by the Merger parties thereto with such agreements shall not be deemed a Transfer in contravention of this Section 2(a); provided, however, that notwithstanding the foregoing no Transfer shall be permitted under such agreements if such Transfer would adversely affect the right and power of the Stockholder to tender the Subject Securities in the Offer or otherwise comply with its obligations under this Agreement or with unless the prior written consent transferee in any such Transfer shall (i) execute a counterpart of 10X this Agreement and (ii) agree to hold such consent Subject Securities subject to all of the terms and provisions of this Agreement and be given or withheld in its sole discretion), from and after the date hereoftreated as a Stockholder hereunder. If Section 3(c) applies, the Stockholder agrees that during the period from the Expiration Date through the date the provisions of Section 3(c) terminate pursuant to Section 9(m), the Stockholder shall not to (a) cause or permit any Transfer of any of the Subject Company Stock, (b) enter into Securities to be effected unless the Person to whom such Subject Securities are Transferred shall have: (i) any option, warrant, purchase right, or other Contract that would (either alone or in connection with one or more events or developments (including the satisfaction or waiver executed a counterpart of any conditions precedent)) require the Stockholder to Transfer the Subject Company Stock or this Agreement and (ii) any voting trust, proxy or other Contract with respect agreed to hold such Subject Securities subject to the voting or Transfer terms and provisions of the Subject Company Stock, or (cSection 3(c) take any actions in furtherance of any of the matters described in the foregoing clauses (a) or (b). For purposes of this Agreement, “Transfer” means any, direct or indirect, sale, transfer, assignment, pledge, mortgage, exchange, hypothecation, grant of hereof and be treated as a security interest in or disposition or encumbrance of an interest (whether with or without consideration, whether voluntarily or involuntarily or by operation of law or otherwise). Notwithstanding the foregoing, the Stockholder may transfer its Subject Company Stock (w) for Transfers which the net proceeds will be used to pay income tax obligations owed by the Stockholder, as provided on a tax return or tax statement provided to 10X in form reasonably acceptable to 10X, subject to any such transferee signing a joinder hereto agreeing to be bound by all provisions hereof to the same extent as the Stockholder, (x) to its Affiliates, (y) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization or pursuant to a qualified domestic relations order with prior written notice to (but without the consent of) 10X, or by virtue of laws of descent and distribution upon death of such individual, subject to any such transferee signing a joinder hereto agreeing to be bound by all provisions hereof to the same extent as the Stockholder, or (z) to another Company Stockholder that is a party to an agreement with 10X and Sparks Energy in form and substance substantially similar to this Agreementthereunder.

Transfer of Subject Securities. Except as expressly contemplated by the Merger Agreement or with the prior written consent of 10X (such consent to be given or withheld in its sole discretion), from and after the date hereof, the Stockholder agrees not to (a) During the Support Period, such Stockholder shall not cause or permit any Transfer of any of the Subject Company StockSecurities. Without limiting the generality of the foregoing, (b) enter into during the Support Period, such Stockholder shall not tender, agree to tender or permit to be tendered any of the Subject Securities in response to or otherwise in connection with any tender or exchange offer other than the Offer. Notwithstanding anything in this Agreement to the contrary, Stockholders shall be permitted to Transfer Subject Securities (i) to any optionof its Affiliates or any member of such Stockholder’s immediate family (i.e., warrantspouse, purchase rightlineal descendant or antecedent, brother or other Contract that would sister, adopted child or grandchild or the spouse of any child, adopted child, grandchild or adopted grandchild), (either alone ii) to a trust for the benefit of such Stockholder or any member of such Stockholder’s immediate family, (iii) by will or operation of law, (iv) in connection with one or more events for the purpose of personal tax-planning or developments (including the satisfaction or waiver of any conditions precedent)) require the Stockholder to Transfer the Subject Company Stock or (ii) any voting trust, proxy or other Contract with respect to the voting or Transfer of the Subject Company Stockestate-planning, or (cv) take any actions for charitable purposes or as charitable gifts or donations; provided, that a Transfer referred to in furtherance of any of the matters described in the foregoing clauses clause (ai) or through (b). For purposes v) of this Agreement, “Transfer” means any, direct or indirect, sale, transfer, assignment, pledge, mortgage, exchange, hypothecation, grant of a security interest Section 7.3(a) shall be permitted only if the transferee agrees in or disposition or encumbrance of an interest (whether with or without consideration, whether voluntarily or involuntarily or by operation of law or otherwise). Notwithstanding the foregoing, the Stockholder may transfer its Subject Company Stock (w) for Transfers which the net proceeds will be used to pay income tax obligations owed by the Stockholder, as provided on a tax return or tax statement provided to 10X in form reasonably acceptable to 10X, subject to any such transferee signing a joinder hereto agreeing writing to be bound by all provisions hereof the terms of this Agreement. In addition, notwithstanding anything in this Agreement to the same extent as contrary, each Stockholder may make with respect to such Stockholder’s Company Options, Transfers (or cancellations) of the Stockholder, underlying Subject Securities (x) to its Affiliates, (yA) in payment of the case of an individual, by gift to a member exercise price of such individualStockholder’s immediate family Company Options or (b) in order to a trust, satisfy Taxes applicable to the beneficiary of which is a member exercise of such individualStockholder’s immediate familyCompany Options. With respect to any Transfer permitted under this Section 7.3(a), an affiliate of if so requested by Parent, such individual or to Stockholder agrees that the Subject Securities shall bear a charitable organization or pursuant to a qualified domestic relations order with prior written notice to (but without the consent of) 10X, or by virtue of laws of descent and distribution upon death of legend stating that such individual, Subject Securities are subject to any this Agreement (provided, such transferee signing a joinder hereto agreeing to legend shall be bound by all provisions hereof to removed upon the same extent as the Stockholder, or (z) to another Company Stockholder that is a party to an agreement with 10X and Sparks Energy in form and substance substantially similar to valid termination of this Agreement).