Common use of Transferees to Execute Agreement Clause in Contracts

Transferees to Execute Agreement. Each Original Shareholder agrees that it will not directly or indirectly make any transfer of any Shares held by such Original Shareholder, unless, prior to the consummation of any such transfer, the Prospective Transferee (i) executes and delivers to the Company an agreement, in form and substance satisfactory to the Company, whereby such Prospective Transferee confirms that, with respect to the Shares that are the subject of such transfer, it shall be deemed to be an “Original Shareholder” for the purposes of this Agreement and agrees to be bound by all the terms of this Agreement and (ii) unless the Company otherwise agrees in writing, delivers to the Company an opinion of counsel, satisfactory in form and substance to the Company, to the effect that the agreement referred to above that is delivered by such Prospective Transferee is a legal, valid and binding obligation of such Prospective Transferee enforceable against such Prospective Transferee in accordance with its terms. Upon the execution and delivery by such Prospective Transferee of the agreement referred to in clause (i) of the next preceding sentence and, if required, the delivery of the opinion of counsel referred to in clause (ii) of the next preceding sentence, such Prospective Transferee shall be deemed an “Original Shareholder” for the purposes of this Agreement, and shall have the rights and be subject to the obligations of an Original Shareholder hereunder with respect to the Shares transferred to such Prospective Transferee. Notwithstanding the foregoing, the provisions of this Section 2(f) shall not apply to transfers of Shares made pursuant to Section 2(c)(ii) or (iii) hereof.

Transferees to Execute Agreement. Each Original Shareholder Member agrees that it will not not, during the term of this Agreement, directly or indirectly indirectly, make any transfer Transfer of any Shares held Membership Units Beneficially Owned by such Original Shareholder, unless, Member unless prior to the consummation of any such transferTransfer, the Person to whom such Transfer is proposed to be made (a “Prospective Transferee Transferee”) (i) executes and delivers to the Company an agreement, in form and substance satisfactory to the Company, whereby such Prospective Transferee confirms that, with respect to the Shares that are the subject of such transfer, it shall be deemed to be an “Original Shareholder” for the purposes of this Agreement and agrees to be bound by all the terms of this a Joinder Agreement and (ii) unless the Company otherwise agrees in writingsuch Prospective Transferee is a recognized institutional investor, delivers to the Company an opinion of counsel, satisfactory in form and substance to the Company, to the effect that the agreement referred to above that is delivered execution of the Joinder Agreement by such Prospective Transferee is makes this Agreement a legal, valid and binding obligation of such Prospective Transferee enforceable against such Prospective Transferee in accordance with its terms. Upon the execution and delivery by such Prospective Transferee of the agreement referred to in clause (i) Joinder Agreement, compliance of the next preceding sentence Transfer with the provisions of this Agreement (including Section 2.15), and, if required, the delivery of the opinion of counsel referred to in clause (ii) of the next preceding sentence, such Prospective Transferee shall be deemed an a “Original ShareholderMember” for the purposes of this Agreement, Agreement and shall have the rights and be subject to the obligations of an Original Shareholder hereunder a Member under this Agreement with respect to the Shares transferred to Membership Units owned by such Prospective Transferee. Notwithstanding the foregoing, the provisions of this Section 2(f) shall not apply to transfers of Shares made pursuant to Section 2(c)(ii) or (iii) hereof.

Transferees to Execute Agreement. Each Original Shareholder Member agrees that it will not not, directly or indirectly indirectly, make any transfer Transfer of all or any Shares held portion of the Units beneficially owned by such Original Shareholder, unlessMember unless such Transfer is made in compliance with the terms of this Agreement and, prior to the consummation of any such transferTransfer, the Person to whom such Transfer is proposed to be made (a “Prospective Transferee Transferee”), if not a Member (ia) executes and delivers to the Company an agreement, agreement in form and substance satisfactory to the Company, whereby such Prospective Transferee confirms that, with respect to the Shares that are the subject of such transfer, it shall be deemed to be an “Original Shareholder” for the purposes of this Agreement and agrees writing to be bound by all the terms and conditions of this Agreement and (iib) unless except in the Company otherwise agrees in writingcase of a Permitted Transferee, delivers to the Company an opinion of counsel, satisfactory if required by the Managing Member, in form and substance reasonably satisfactory to the CompanyManaging Member, to the effect that the agreement referred to above that is delivered execution of this Agreement by such Prospective Transferee is renders this Agreement a legal, valid and binding obligation of such Prospective Transferee enforceable against such Prospective Transferee in accordance with its terms, and with respect to such other matters as the Managing Member may reasonably request. Upon the execution and delivery by such Prospective Transferee of an agreement in writing to be bound by the agreement referred to in clause (i) terms and conditions of the next preceding sentence this Agreement and, if required, the delivery of the opinion of counsel referred to in clause (iib) of the next preceding sentence, such Prospective Transferee shall be deemed an a “Original ShareholderMember” for the purposes of this Agreement, Agreement and shall have the rights and be subject to the obligations of an Original Shareholder hereunder a Member under this Agreement with respect to the Shares transferred to Units owned by such Prospective Transferee. Notwithstanding the foregoing, the provisions of this Section 2(f) shall not apply to transfers of Shares made pursuant to Section 2(c)(ii) or (iii) hereof.

Transferees to Execute Agreement. Each Original Shareholder Member agrees that it will not not, during the term of this Agreement, directly or indirectly indirectly, make any transfer Transfer of all or any Shares held portion of the Units beneficially owned by such Original Shareholder, Member (including pursuant to Sections 9.5 through 9.7) unless, prior to the consummation of any such transferTransfer, the Person to whom such Transfer is proposed to be made (a “Prospective Transferee Transferee”), if not a Member, (i) executes and delivers this Agreement to the Company an agreement, in form and substance satisfactory to the Company, whereby such Prospective Transferee confirms that, with respect to the Shares that are the subject of such transfer, it shall be deemed to be an “Original Shareholder” for the purposes of this Agreement and agrees to be bound by all the terms of this Agreement each Member and (ii) unless the Company otherwise agrees in writing, delivers to the Company an opinion of counsel, satisfactory in form and substance reasonably satisfactory to the Company, to the effect that the agreement referred to above that is delivered execution of this Agreement by such Prospective Transferee is renders this Agreement a legal, valid and binding obligation of such Prospective Transferee enforceable against such Prospective Transferee in accordance with its termsterms and with respect to such other matters as the Board of Managers may reasonably request. Upon the execution and delivery by such Prospective Transferee of the agreement referred to in clause (i) of the next preceding sentence this Agreement and, if required, the delivery of the opinion of counsel referred to 49 in clause (ii) of the next preceding sentence, Schedule 2.1 shall be amended to reflect the addition of such Prospective Transferee and such Prospective Transferee shall be deemed an a “Original ShareholderMember” for the purposes of this Agreement, Agreement and shall have the rights and be subject to the obligations of an Original Shareholder hereunder a Member under this Agreement with respect to all of the Shares transferred to Units owned by such Prospective Transferee. Notwithstanding To the foregoingextent applicable, any transfer by Lions Gate shall be subject to the provisions assumption by the Prospective Transferee of this Section 2(f) shall not apply to transfers the obligations of Shares made Lions Gate regarding the 1% Call Option pursuant to Section 2(c)(ii) or (iii) hereof9.10(f).

Transferees to Execute Agreement. Each Original Shareholder Member agrees that it will not not, during the term of this Agreement, directly or indirectly indirectly, make any transfer Transfer of any Shares held Membership Units Beneficially Owned by such Original Shareholder, unless, Member unless prior to the consummation of any such transferTransfer, the Person to whom such Transfer is proposed to be made (a “Prospective Transferee Transferee”) (i) executes and delivers this Agreement to the Company an agreement, in form and substance satisfactory to the Company, whereby such Prospective Transferee confirms that, with respect to the Shares that are the subject of such transfer, it shall be deemed to be an “Original Shareholder” for the purposes of this Agreement and agrees to be bound by all the terms of this Agreement each Member and (ii) unless the Company otherwise agrees in writingsuch Prospective Transferee is a recognized institutional investor, delivers to the Company an opinion of counsel, satisfactory in form and substance to the Company, to the effect that the agreement referred to above that is delivered execution of this Agreement by such Prospective Transferee is makes this Agreement a legal, valid and binding obligation of such Prospective Transferee enforceable against such Prospective Transferee in accordance with its terms. Upon the execution and delivery by such Prospective Transferee of the agreement referred to in clause (i) this Agreement, compliance of the next preceding sentence Transfer with the provisions of this Agreement (including Section 2.15), and, if required, the delivery of the opinion of counsel referred to in clause (ii) of the next preceding sentence, such Prospective Transferee shall be deemed an a “Original ShareholderMember” for the purposes of this Agreement, Agreement and shall have the rights and be subject to the obligations of an Original Shareholder hereunder a Member under this Agreement with respect to the Shares transferred to Membership Units owned by such Prospective Transferee. Notwithstanding the foregoing, the provisions of this Section 2(f) shall not apply to transfers of Shares made pursuant to Section 2(c)(ii) or (iii) hereof.

Transferees to Execute Agreement. Each Original Shareholder Member agrees that it will not not, during the term of this Agreement, directly or indirectly indirectly, make any transfer Sale of any Shares held Membership Units Beneficially Owned by such Original Shareholder, unless, Member unless prior to the consummation of any such transferSale, the Person to whom such Sale is proposed to be made (a “Prospective Transferee Transferee”) (i) executes and delivers this Agreement to the Company an agreement, in form and substance satisfactory to the Company, whereby such Prospective Transferee confirms that, with respect to the Shares that are the subject of such transfer, it shall be deemed to be an “Original Shareholder” for the purposes of this Agreement and agrees to be bound by all the terms of this Agreement each Member and (ii) unless the Company otherwise agrees in writingsuch Prospective Transferee is a recognized institutional investor, delivers to the Company an opinion of counsel, satisfactory in form and substance to the Company, to the effect that the agreement referred to above that is delivered execution of this Agreement by such Prospective Transferee is makes this Agreement a legal, valid and binding obligation of such Prospective Transferee enforceable against such Prospective Transferee in accordance with its terms. Upon the execution and delivery by such Prospective Transferee of the agreement referred to in clause (i) of the next preceding sentence this Agreement and, if required, the delivery of the opinion of counsel referred to in clause (ii) of the next preceding sentence, such Prospective Transferee shall be deemed an a “Original ShareholderMember” for the purposes of this Agreement, Agreement and shall have the rights and be subject to the obligations of an Original Shareholder hereunder a Member under this Agreement with respect to the Shares transferred to Membership Units owned by such Prospective Transferee. Notwithstanding the foregoing, the provisions of this Section 2(f) shall not apply to transfers of Shares made pursuant to Section 2(c)(ii) or (iii) hereof.