VB Securities means (a) the Note and all shares of Common Stock issued thereunder, (b) the Series D Preferred Stock purchased by, issued to or otherwise acquired by any of the VB Investors and all shares of Common Stock issued upon conversion thereof and (C) all Shares issued with respect thereto by way of stock dividend or stock split or in connection with any merger, consolidation, recapitalization or other reorganization affecting the Company's capital stock. VB Securities will continue to be VB Securities in the hands of any holder and each transferee thereof will succeed to the rights and obligations of a holder of VB Securities hereunder, provided that shares of VB Securities will cease to be VB Securities when transferred (i) to the Company, (ii) an HIG Shareholder or (iii) pursuant to a Public Sale. Notwithstanding the foregoing, in no event shall the term "VB Securities" include Common Stock purchased in the public market.
This Agreement or any provisions hereof may be amended or waived with the prior written approval of the Company, Baldwin (for as long as he owns VB Securities), the holders of a majority of the Shares held by the VB Shareholders (taken together), and the holders of a majority of the Shares held by the HIG Shareholders.
The shares of Series E Preferred Stock that may be purchased by any Series D Stockholder pursuant hereto shall be deemed to be "VB Securities" of such person for purposes of that certain Stockholder Agreement, dated August 17, 2007, among the Company, HIG and the holders of Series D Preferred Stock of the Company.
This Agreement may not be assigned by any Shareholder except as provided herein (including Section 3.2 hereof) without the prior written consent of the Company, Baldwin (for as long as he owns VB Securities), the holders of a majority of the Shares held by the VB Shareholders (taken together), and the holders of a majority of the Shares held by the HIG Shareholders, and without such prior written consent any attempted Transfer shall be null and void.
Legend on Securities The VB Shareholders acknowledge and agree that in addition to any other legend on the certificates representing VB Securities held by them, substantially the following legend shall be typed on each certificate evidencing any of the VB Securities: THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE PROVISIONS OF A CERTAIN STOCKHOLDERS AGREEMENT, DATED AS OF AUGUST 17, 2007, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER SET FORTH THEREIN.
Restrictions on Transfer Each VB Shareholder agrees that such VB Shareholder will not Transfer all or any portion of his, her or its VB Securities now owned or hereafter acquired by such VB Shareholder, except in connection with, and strictly in compliance with, the conditions of this Article III.