Common use of Permitted Transferees Clause in Contracts

Permitted Transferees. The provisions of Section 1.3 shall not apply to the transfer of any or all of the Shares (a) to any Permitted Transferee, (b) by virtue of laws of descent and distribution upon the death of an individual and (c) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either of cases (a), (b) or (c), it shall be a condition to such transfer that such transfer complies with the Securities Act and other applicable law, and that the transferee executes and delivers to the Issuer an agreement stating that the transferee is receiving and holding the Shares subject to the provisions of this Agreement applicable to the Conversant Investor, and there shall be no further transfer of such Shares except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (i) the members of the Conversant Investor’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person, and the direct descendants and ascendants (including adopted and step children and parents) of such person), (ii) any trust solely for the direct or indirect benefit of the Conversant Investor or the immediate family of the Conversant Investor, (iii) if the Conversant Investor is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (iv) if the Conversant Investor is an entity, officers, directors, general partners, limited partners, members, or stockholders of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective Affiliates, (v) any Affiliate of the Conversant Investor, or (vi) any other Investor. The Conversant Investor further agrees to execute such agreements as may be reasonably requested by the Issuer that are consistent with the foregoing or that are necessary to give further effect thereto.

Permitted Transferees. The provisions of Section 1.3 shall not apply to the transfer of any or all of the Shares (a) to any Permitted Transferee, (b) by virtue of laws of descent and distribution upon the death of an individual and (c) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either of cases (a), (b) or (c), it shall be a condition to such transfer that such transfer complies with the Securities Act and other applicable law, and that the transferee executes and delivers to the Issuer an agreement stating that the transferee is receiving and holding the Shares subject to the provisions of this Agreement applicable to the Conversant Investor, and there shall be no further transfer of such Shares except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (i) the members of the Conversant Investor’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person, and the direct descendants and ascendants (including adopted and step children and parents) of such person), (ii) any trust solely for the direct or indirect benefit of the Conversant Investor or the immediate family of the Conversant Investor, (iii) if the Conversant Investor is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (iv) if the Conversant Investor is an entity, officers, directors, general partners, limited partners, members, or stockholders of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective Affiliates, (v) any Affiliate of the Conversant Investor, or (vi) any other Investor. The Conversant Investor further agrees to execute such agreements as may be reasonably requested by the Issuer that are consistent with the foregoing or that are necessary to give further effect thereto.. ​

Permitted Transferees. The provisions of Section 1.3 0 shall not apply to the transfer of any or all of the Shares (a) to any Permitted Transferee, (b) by virtue of laws of descent and distribution upon the death of an individual and (c) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either of cases (a), (b) or (c), it shall be a condition to such transfer that such transfer complies with the Securities Act and other applicable law, and that the transferee executes and delivers to the Issuer an agreement stating that the transferee is receiving and holding the Shares subject to the provisions of this Agreement applicable to the Conversant Investor, and there shall be no further transfer of such Shares except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (i) the members of the Conversant Investor’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person, and the direct descendants and ascendants (including adopted and step children and parents) of such person), (ii) any trust solely for the direct or indirect benefit of the Conversant Investor or the immediate family of the Conversant Investor, (iii) if the Conversant Investor is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (iv) if the Conversant Investor is an entity, officers, directors, general partners, limited partners, members, or stockholders of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective Affiliates, (v) any Affiliate of the Conversant Investor, or (vi) any other Investor. The Conversant Investor further agrees to execute such agreements as may be reasonably requested by the Issuer that are consistent with the foregoing or that are necessary to give further effect thereto.

Permitted Transferees. The Notwithstanding the foregoing, a --------------------- Participant may Transfer all or any of its or his shares of Common Stock without complying with this Section 5.2; (i) in the case of Redeeming Stockholder by way of gift or distribution to his parents, spouse or domestic partner or to the siblings or lineal descendants or ancestors of such Redeeming Stockholder or his spouse or domestic partner, or to any trust for the exclusive benefit of, or any entity whose beneficial owners are exclusively, any one or more of the foregoing; provided that any such Transferee shall agree in writing with the Company and the Investors as a condition to such Transfer, to be bound by the provisions of Sections 5.2, 5.5, 6 and 7.1 of this Agreement to the same extent as if such Transferee were the Redeeming Stockholder and in the case of such a Transfer by a Founder, by the provisions of Section 1.3 shall not apply to the transfer of any or all of the Shares (a) to any Permitted Transferee5.3, (bii) in the case of a Redeeming Stockholder by virtue of will or the laws of descent and distribution upon the death of an individual and (c) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil uniondistribution; provided, however, that in either of cases (a), (b) or (c), it shall be a condition to such transfer provided that such transfer complies with the Securities Act and other applicable law, and that the transferee executes and delivers to the Issuer an agreement stating that the transferee is receiving and holding the Shares shares of Common Stock shall thereafter remain subject to the provisions of Sections 5.2, 5.5, and 6 and 7.1 of this Agreement applicable to the Conversant Investorsame extent they would be if held by the Redeeming Stockholder; (iii) in the case of any Participant, and there shall be no further transfer by any Transfer, disposition, assignment, sale or hypothecation of such Shares except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (i) the members shares of Common Stock pursuant to a merger or consolidation of the Conversant Investor’s immediate family Company with any other entity in which all of the shareholders of the Company are participating on ratable basis (for purposes based upon the number and class of this Agreementshares held); or (iv) in the case of any Participant, “immediate family” shall mean to any entity or entities the principal business of which is investing, reinvesting or trading in securities or to a series of accounts or entities with respect to which the decision to purchase has been made by one or more entities registered under the Investment Advisors Act of 1940 or which would have been required to be so registered but for an exemption thereunder, (any natural person, any person who acquires shares of the following: such person’s spouse or domestic partner, the siblings of such person, and the direct descendants and ascendants (including adopted and step children and parents) of such personCommon Stock in a Transfer permitted by this Section 5(i), (ii) any trust solely for the direct or indirect benefit of the Conversant Investor or the immediate family of the Conversant Investor), (iii) if the Conversant Investor is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (iv) if is referred to as a "Permitted Transferee") who agrees to be bound by the Conversant Investor is an entityprovisions of this Section 5.2, officers, directors, general partners, limited partners, membersSection 7.1, or stockholders of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective Affiliates, (v) any Affiliate of to the Conversant Investor, or (vi) any other Investor. The Conversant Investor further agrees Company pursuant to execute such agreements as may be reasonably requested by the Issuer that are consistent with the foregoing or that are necessary to give further effect theretoSection 5.4.

Permitted Transferees. The Notwithstanding the provisions of set forth in Section 1.3 shall not apply to 5.1, the transfer of any Juuce Holders, the FRSG Holders or all of their respective Permitted Transferees may Transfer the Lock-up Shares during the Lock-up Period (a) to any Permitted Transferee, (b) by virtue of laws of descent and distribution upon the death of an individual and (c) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either of cases (a), (b) or (c), it shall be a condition to such transfer that such transfer complies with the Securities Act and other applicable law, and that the transferee executes and delivers to the Issuer an agreement stating that the transferee is receiving and holding the Shares subject to the provisions of this Agreement applicable to the Conversant Investor, and there shall be no further transfer affiliates of such Shares except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (i) the members of the Conversant Investor’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to Holder or any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person, and the direct descendants and ascendants (including adopted and step children and parents) of such person), (ii) any trust solely for the direct or indirect benefit of the Conversant Investor or the immediate family of the Conversant Investor, (iii) if the Conversant Investor is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (iv) if the Conversant Investor is an entity, officers, directors, general partners, limited partners, members, or stockholders of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or entities or their respective Affiliatesaffiliates; (b) in the case of an individual, (v) any Affiliate by gift to a member of the Conversant Investorindividual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person or entity, or to a charitable organization; (vic) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by virtue of a Holder’s organizational documents, upon dissolution of such Holder; (f) in connection with any other Investor. The Conversant Investor further agrees bona fide mortgage, encumbrance or pledge to execute such agreements as may be reasonably requested a financial institution in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof; (g) to NewCo; or (h) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Issuer Board or a duly authorized committee thereof or other similar transaction which results in all of NewCo’s stockholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the closing of the Business Combination; provided that are consistent in connection with any Transfer of such Lock-up Shares, the foregoing or restrictions and obligations contained in Section 5.1 will continue to apply to such Lock-up Shares after any Transfer of such Lock-up Shares and such transferee shall continue to be bound by such restrictions and obligations for the balance of the Lock-up Period; provided further, however, that are necessary in the case of clauses (a) through (e) these permitted transferees must enter into a written agreement with NewCo agreeing to give further effect thereto.be bound by the transfer restrictions in this Article V.

Permitted Transferees. The provisions Any Stockholder may transfer any of Section 1.3 shall not apply the Registrable Securities held by such Stockholder, (i) to the transfer spouse, siblings or issue or spouses of any siblings or all issue of the Shares such Stockholder; (aii) to any Permitted Transfereea trust or custodial account for the sole benefit of such Stockholder or the spouse, siblings or issue or spouses of siblings or issue of such Stockholder, (biii) by virtue to a partnership, limited liability company or other entity, the majority and controlling equity owners of laws which are a Stockholder or the spouse, siblings or issue or spouses of descent and distribution siblings or issue of such Stockholder or any trust referred to in clause (ii) above; (iv) to the personal representative of a Stockholder upon the death of an individual such Stockholder for the purposes of administration of such Stockholder’s estate or upon the incompetency of such Stockholder for the purposes of the protection and management of such Stockholder’s assets, but such personal representative may not transfer such Registrable Securities other than as permitted under this Agreement; (cv) pursuant to a court order or settlement agreement related charitable foundation (subject to receipt by the Stockholder of written approval from the Company, such approval not to be unreasonably withheld); (vi) to the distribution Company; or (vii) to any other Stockholder or to any of assets the transferees referred to in connection with clause (i), (ii) or (iii) above, for the dissolution benefit of marriage or civil unionsuch other Stockholder (any of the foregoing, a “Permitted Transferee”); provided, however, that in either if such transfer is to be effected to a Permitted Transferee (other than to the Company) within 12 months after the effective time of cases (a)the Merger, (b) or (c), it such Permitted Transferee shall be have executed and delivered to the Company a condition Lock-Up Agreement prior to such transfer that such transfer complies with the Securities Act and other applicable law, and that the transferee executes and delivers to the Issuer an agreement stating that the transferee is receiving and holding the Shares subject to the provisions of this Agreement applicable to the Conversant Investor, and there shall be no further transfer of such Shares except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (i) the members of the Conversant Investor’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person, and the direct descendants and ascendants (including adopted and step children and parents) of such person), (ii) any trust solely for the direct or indirect benefit of the Conversant Investor or the immediate family of the Conversant Investor, (iii) if the Conversant Investor is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (iv) if the Conversant Investor is an entity, officers, directors, general partners, limited partners, members, or stockholders of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective Affiliates, (v) any Affiliate of the Conversant Investor, or (vi) any other Investor. The Conversant Investor further agrees to execute such agreements as may be reasonably requested by the Issuer that are consistent with the foregoing or that are necessary to give further effect theretotransfer.

Permitted Transferees. The provisions A Stockholder may Transfer all or any part of his or its Shares in accordance with the redemption right contained in the Restated Certificate of Incorporation, as amended, and the Certificate of Designations of the Series F Preferred Stock or to a Permitted Transferee (as hereinafter defined) without first complying with Section 1.3 4 or Section 5, provided that prior to effecting such Transfer, the Permitted Transferee shall not apply execute a counterpart of this Agreement in accordance with Section 9 hereof, thereby evidencing that the Shares to be held by such Permitted Transferee shall remain subject to this Agreement and that such Permitted Transferee has become a Stockholder for purposes of, and is bound as such by the transfer terms of, this Agreement. For purposes of this Agreement, the term "PERMITTED TRANSFEREE" of a Stockholder shall mean (i) if such Stockholder is a corporation, any Affiliate (as defined below) of such corporation, (ii) if such Stockholder is a limited partnership, any current or former general or limited partner of such limited partnership, (iii) if such Stockholder is a limited liability company, any current or former member of such Stockholder, (iv) if such Stockholder is an individual, such Stockholder's spouse or lineal descendants, or any trust or other entity created and existing solely for the benefit, directly or indirectly, of any such person or all of the Shares (a) to any Permitted Transfereepersons, (b) by virtue of laws of descent and distribution or, upon the death of an individual any such Stockholder, such Stockholders' estate, administrator or executor, provided that under the terms of such Stockholder's will or under the applicable laws of intestate succession, such Stockholder's Shares are to be transferred solely to a Permitted Transferee or Permitted Transferees in accordance with the requirements of this Section 3.02, and (cv) with regard to any of the foregoing, the Company, if the Transfer is made pursuant to any redemption right contained in the Restated Certificate of Incorporation, as amended, and the Certificate of Designations of the Series F Preferred Stock. For purposes of this Agreement, an "Affiliate" of an entity shall mean a court order person or settlement agreement related entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the entity. Notwithstanding the foregoing, a Stockholder may, in one or a series of transactions, Transfer up to an aggregate of 2.5% of the distribution total number of assets in connection with Shares outstanding, without being subject to, or complying with, the dissolution provisions of marriage or civil union; Sections 4 and 5, provided, however, that each of Robexx X. Xxxxxx xxx Stepxxx X. Xxxxxxx xxxll not, so long as they are employed by the Company in either a management position, be permitted to Transfer more than 20% of cases his individual holdings during the five (a)5) year period after the date hereof except in the case of the sale by the Company of all or substantially all of its business or assets, (b) the sale of all or (c), it shall be substantially all of the capital stock by the Company's shareholders as a condition to such transfer that such transfer complies with the Securities Act whole and other applicable law, and that the transferee executes and delivers Board-approved changes to the Issuer an agreement stating that the transferee is receiving and holding the Shares subject to the provisions of this Agreement applicable to the Conversant Investor, and there shall be no further transfer of such Shares except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (i) the members of the Conversant Investor’s immediate family (Company's stock option plans or for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person, and the direct descendants and ascendants (including adopted and step children and parents) of such person), (ii) any trust solely for the direct or indirect benefit of the Conversant Investor or the immediate family of the Conversant Investor, (iii) if the Conversant Investor is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (iv) if the Conversant Investor is an entity, officers, directors, general partners, limited partners, members, or stockholders of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective Affiliates, (v) any Affiliate of the Conversant Investor, or (vi) any other Investor. The Conversant Investor further agrees to execute such agreements as may be reasonably requested by the Issuer that are consistent with the foregoing or that are necessary to give further effect theretoplanning purposes.

Permitted Transferees. The provisions (1) Subject to Section 6.3 hereof, upon his death, each individual Member, if any (or individual owner of a Member) shall have, and at all times retain the right to Transfer all or any portion of his Membership Interest (or interest in a Member) outright or in trust to or for the benefit of his spouse or descendants, or to any entity which is wholly owned by such Member, such Member’s spouse or descendants, the foregoing trusts, or any combination of the foregoing. Subject to Section 1.3 6.3 hereof, each corporate Member, each limited partnership Member and each limited liability company Member, if any, shall not apply have the right to Transfer all or any part of its Membership Interest to any owner of such Member, to such owner’s spouse, descendants and/or a trust or trusts for the benefit of the foregoing, or to any entity which is wholly owned by such owner, such owner’s spouse or descendants, the foregoing trusts, or any combination of the foregoing. (2) Subject to Section 6.3 hereof, if a Membership Interest is held in trust, the holders of such Membership Interest shall have the right to Transfer such Membership Interest to successor trustees and/or to the transfer beneficiaries of such trust in accordance with the terms thereof. (3) The Person or Persons receiving a Membership Interest pursuant to the terms of this subsection (c) shall be referred to hereinafter individually as such Member’s “Permitted Transferee” and collectively as his, her or its “Permitted Transferees.” 21 (4) Any Permitted Transferee shall receive and hold the Membership Interest so Transferred subject to the terms and conditions of this Agreement as though a party hereto, and no Transfer of any Membership Interest shall be made to such Approved Transferee or Permitted Transferee unless he shall so acknowledge in writing to be bound by all of the Shares terms and conditions of this Agreement. Upon the satisfaction of the above and complying with Section 6.3 hereof, the Approved Transferee or Permitted Transferee shall be admitted to the Company as a Member. (5) A Permitted Transferee shall not Transfer all or any portion of his or its Membership Interest in the Company unless such a Transfer is made (a) to any Permitted Transferee, (b) by virtue of laws of descent and distribution upon the death of an individual and (c) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either of cases (a), (b) or (c), it shall be a condition to such transfer that such transfer complies with the Securities Act and other applicable law, and that the transferee executes and delivers to the Issuer an agreement stating that the transferee is receiving and holding the Shares subject to the provisions of this Agreement applicable Section 6.1, (b) subject to the Conversant Investorprovisions of Section 6.3 hereof, and there shall be no further transfer of such Shares except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (c): (i) to the members of Member from whom he, she or it obtained the Conversant Investor’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse Membership Interest; or domestic partner, the siblings of such person, and the direct descendants and ascendants (including adopted and step children and parents) of such person), (ii) any trust solely for the direct or indirect benefit to another Permitted Transferee of the Conversant Investor Member from whom he, she or it obtained the immediate family Membership Interest. (d) Following any Transfer of a Member’s entire Membership Interest, the Member shall have no further rights as a Member of the Conversant Investor, (iii) if the Conversant Investor is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (iv) if the Conversant Investor is an entity, officers, directors, general partners, limited partners, members, or stockholders of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective Affiliates, (v) any Affiliate of the Conversant Investor, or (vi) any other InvestorCompany. The Conversant Investor further agrees to execute such agreements as may be reasonably requested by the Issuer that are consistent with the foregoing or that are necessary to give further effect thereto6.2.

Permitted Transferees. The provisions of Section 1.3 2.1, this Section 2.2 and Section 3 shall not apply to the transfer of (i) Transfers by any or all of the Shares (a) Stockholder to any Permitted Transfereemember of such Stockholder’s family or to any trust for the benefit of such Stockholder or any family member of such Stockholder; (ii) if the Stockholder is an individual, (bX) Transfers by virtue the Stockholder to his, her or its guardian or conservator; (Y) Transfers by the Stockholder in the event of his or her death, to his or her executor(s) or administrator(s) or to trustee(s) under his or her will, or otherwise by will or the laws of descent and distribution upon distribution; and (Z) Transfers by the death Stockholder to a corporation or limited liability company, 100% of the securities of which are solely owned by such Stockholder; (iii) if the Stockholder is a corporation, partnership, or limited liability company, Transfers by such Stockholder to its Affiliates, stockholders, partners or members, or to any other Person or entity that controls, is controlled by or is under common control with (as defined in the Securities Act) such Stockholder; or (iv) the Company’s repurchase of capital stock of the Company from an employee, director or consultant pursuant to the terms of any stock restriction agreement or stock purchase agreement between the holder of such capital stock and the Company (collectively, “Permitted Transferees”); provided that, in any such event, the Stock so Transferred in the hands of each such Permitted Transferee shall remain subject to this Agreement. Upon execution of an individual Instrument of Adherence, the Permitted Transferee shall become a Stockholder, and (c) pursuant the Company shall take all such action required to effectuate such transfer to a court order or settlement agreement related to Permitted Transferee at the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either of cases (a), (b) or (c), it transferring Stockholder’s cost and such transfer shall be deemed effective regardless of whether any such action has been taken by the Company. No Transfer of Stock to a condition Permitted Transferee shall be effective if the purpose of such Transfer shall have been to such transfer that such transfer complies with the Securities Act and other applicable law, and that the transferee executes and delivers to the Issuer an agreement stating that the transferee is receiving and holding the Shares subject to circumvent the provisions of this Agreement applicable to the Conversant Investor, and there shall be no further transfer of such Shares except in accordance with this Agreement. As used in this AgreementSection 2.2(f), the term word “Permitted Transfereefamily,” shall mean: (i) the members of the Conversant Investor’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to a Person, shall include any spouse, lineal ancestor or descendant (whether natural personor adopted), any of the following: such person’s spouse brother or domestic partner, the siblings sister of such personPerson and any spouse of any such lineal ancestor or descendant, and the direct descendants and ascendants (including adopted and step children and parents) of such person), (ii) any trust solely for the direct brother or indirect benefit of the Conversant Investor or the immediate family of the Conversant Investor, (iii) if the Conversant Investor is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (iv) if the Conversant Investor is an entity, officers, directors, general partners, limited partners, members, or stockholders of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective Affiliates, (v) any Affiliate of the Conversant Investor, or (vi) any other Investor. The Conversant Investor further agrees to execute such agreements as may be reasonably requested by the Issuer that are consistent with the foregoing or that are necessary to give further effect theretosister.

Permitted Transferees. The provisions of Section 1.3 shall not apply Notwithstanding anything herein to the transfer contrary, each Shareholder shall have the right to Transfer all or any portion of any his or all of the her Subject Shares (a) to any a Permitted Transferee, (b) by virtue of laws of descent and distribution upon the death of an individual and (c) pursuant provided such Permitted Transferee agrees in writing, in a manner reasonably acceptable to a court order or settlement agreement related Omnicom, to accept such Subject Shares subject to the distribution terms and conditions of assets in connection with the dissolution this Agreement and to be bound by this Agreement and to acknowledge that such person shall constitute a Shareholder for all purposes of marriage or civil unionthis Agreement; provided, however, that any such Transfer shall not (i) reduce the aggregate voting power of the Existing Shares or (ii) relieve the transferring Shareholder from any liabilities hereunder for breach of this Agreement by such Permitted Transferee. “Permitted Transferee” means, with respect to any Shareholder: (a) any other Shareholder, (b) (i) a spouse, lineal descendant or antecedent, brother or sister, adopted child or grandchild or the spouse of any child, adopted child, grandchild or adopted grandchild of such Shareholder or (ii) upon such Shareholder’s death, an heir, executor, administrator, testamentary trustee, legatee or beneficiary of such Shareholder; (c) a foundation or similar entity established by such Shareholder for the purpose of serving charitable goals, controlled by such Shareholder or the persons named in either clause (b); (d) any trust, the trustees and beneficiaries of cases which include only such Shareholder or the persons named in clauses (a), (b) or and (c); or (e) any corporation, it shall be a condition to such transfer that such transfer complies with the Securities Act and other applicable law, and that the transferee executes and delivers to the Issuer an agreement stating that the transferee is receiving and holding the Shares subject to the provisions of this Agreement applicable to the Conversant Investor, and there shall be no further transfer of such Shares except in accordance with this Agreement. As used in this Agreementlimited liability company or partnership, the term “Permitted Transferee” shall mean: shareholders, members or general or limited partners of which include only such Shareholder or the persons named in clauses (i) the members of the Conversant Investor’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person, and the direct descendants and ascendants (including adopted and step children and parents) of such persona), (ii) any trust solely for the direct or indirect benefit of the Conversant Investor or the immediate family of the Conversant Investorb), (iiic) if the Conversant Investor is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, and (iv) if the Conversant Investor is an entity, officers, directors, general partners, limited partners, members, or stockholders of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective Affiliates, (v) any Affiliate of the Conversant Investor, or (vi) any other Investor. The Conversant Investor further agrees to execute such agreements as may be reasonably requested by the Issuer that are consistent with the foregoing or that are necessary to give further effect theretod).

Permitted Transferees. The provisions of Section 1.3 8(a) shall not apply to the transfer of any or all of the Shares by the Investor (aA) to any Permitted TransfereeTransferee (defined below), (bB) by virtue of laws of descent and distribution upon the death of an individual and (cC) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either of cases (a), (b) or (c), it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) promulgated thereunder, and other applicable law, and that the transferee executes and delivers to the Issuer UHG (defined below) an agreement stating that the transferee is receiving and holding the Shares subject to the provisions of this Agreement applicable to the Conversant InvestorSubscription Agreement, and there shall be no further transfer of such Shares except in accordance with this Subscription Agreement. As used in this Subscription Agreement, the term “Permitted Transferee” shall meanmeans: (i1) the members of the Conversant Investor’s immediate family (for purposes of this Subscription Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person, and the direct descendants and ascendants (including adopted and step children and parents) of such person), (ii2) any trust solely for the direct or indirect benefit of the Conversant Investor or the immediate family of the Conversant Investor, (iii3) if the Conversant Investor is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (iv4) if the Conversant Investor is an entity, officers, directors, general partners, limited partners, members, or stockholders of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective Affiliates. “Affiliate” means, with respect to any specified Person, any Person that, directly or indirectly through one or more entities, controls or is controlled by, or is under common control with, such specified Person. The term “control” (vincluding the terms “controlled by” and “under common control with”) any Affiliate means the possession, directly or indirectly, of the Conversant Investorpower to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or (vi) any otherwise. “Person” means an individual, corporation, limited liability company, partnership, association, trust or other Investorentity or organization, including a government or political subdivision or an agency or instrumentality thereof. The Conversant Investor further agrees “UHG” refers to execute such agreements as may be reasonably requested by DHHC following the Issuer that are consistent with consummation of the foregoing or that are necessary to give further effect theretoMerger.

Permitted Transferees. The provisions of Section 1.3 shall not apply Notwithstanding anything herein to the transfer contrary, each Shareholder shall have the right to Transfer all or any portion of any his or all of the her Subject Shares (a) to any a Permitted Transferee, (b) by virtue of laws of descent and distribution upon the death of an individual and (c) pursuant provided such Permitted Transferee agrees in writing, in a manner reasonably acceptable to a court order or settlement agreement related Publicis, to accept such Subject Shares subject to the distribution terms and conditions of assets in connection with the dissolution this Agreement and to be bound by this Agreement and to acknowledge that such person shall constitute a Shareholder for all purposes of marriage or civil unionthis Agreement; provided, however, that any such Transfer shall not (i) reduce the aggregate voting power of the Existing Shares or (ii) relieve the transferring Shareholder from any liabilities hereunder for breach of this Agreement by such Permitted Transferee. “Permitted Transferee” means, with respect to any Shareholder: (a) any other Shareholder, (b) (i) a spouse, lineal descendant or antecedent, brother or sister, adopted child or grandchild or the spouse of any child, adopted child, grandchild or adopted grandchild of such Shareholder or (ii) upon such Shareholder’s death, an heir, executor, administrator, testamentary trustee, legatee or beneficiary of such Shareholder; (c) a foundation or similar entity established by such Shareholder for the purpose of serving charitable goals, controlled by such Shareholder or the persons named in either clause (b); (d) any trust, the trustees and beneficiaries of cases which include only such Shareholder or the persons named in clauses (a), (b) or and (c); or (e) any corporation, it shall be a condition to such transfer that such transfer complies with the Securities Act and other applicable law, and that the transferee executes and delivers to the Issuer an agreement stating that the transferee is receiving and holding the Shares subject to the provisions of this Agreement applicable to the Conversant Investor, and there shall be no further transfer of such Shares except in accordance with this Agreement. As used in this Agreementlimited liability company or partnership, the term “Permitted Transferee” shall mean: shareholders, members or general or limited partners of which include only such Shareholder or the persons named in clauses (i) the members of the Conversant Investor’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person, and the direct descendants and ascendants (including adopted and step children and parents) of such persona), (ii) any trust solely for the direct or indirect benefit of the Conversant Investor or the immediate family of the Conversant Investorb), (iiic) if the Conversant Investor is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, and (iv) if the Conversant Investor is an entity, officers, directors, general partners, limited partners, members, or stockholders of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective Affiliates, (v) any Affiliate of the Conversant Investor, or (vi) any other Investor. The Conversant Investor further agrees to execute such agreements as may be reasonably requested by the Issuer that are consistent with the foregoing or that are necessary to give further effect theretod).

Permitted Transferees. The provisions of Notwithstanding Section 1.3 shall not apply to the transfer of any or all of the Shares 1.1 hereof, (a) parties to any Permitted Transfereethat certain Agreement dated as of March 17, 1997 by and between Xxxx X. Xxxxxxxx, III, Xxxxx Xxxx Xxxxx, Xxxxx Xxxxxxxx Xxxxxxxxxx and Uplink Security, Inc. shall have the right to make Transfers as specifically provided therein, provided that as a condition to receiving such shares, such transferee agrees in writing to be bound by the terms and conditions of this Agreement, (b) a Shareholder shall have the right to Transfer inter vivos or by virtue of will or the laws of descent and distribution upon of all or a portion of his Shares outright to a spouse or children or to a trust for the death benefit of a spouse or children, if such transferee agrees in writing to be bound by the terms and conditions of this Agreement as if he were the transferor and an individual and Initial Shareholder, (c) pursuant an Initial Shareholder shall have the right to Transfer all of the Shares of the Company owned by such Initial Shareholder to any affiliate of such Initial Shareholder, provided that as a condition to receiving such Shares, such affiliate agrees in writing to be bound by the terms and conditions of this Agreement as if it were the Initial Shareholder, and (d) Numerex shall have the right to Transfer all or a portion of the Shares of the Company owned by it to any affiliate of Numerex or to a court order company which it owns, provided that as a condition to receiving such shares, such affiliate or settlement agreement related company agrees in writing to be bound by the distribution terms and conditions of assets in connection with the dissolution of marriage or civil union; provided, however, that in either of cases this Agreement as if it were Numerex (transferees under (a), (b) or ), (c) and (d) being collectively called the "Permitted Transferees"), it shall be a condition to such transfer that such transfer complies with the Securities Act and other applicable law, and that the transferee executes and delivers to the Issuer an agreement stating that the transferee is receiving and holding the Shares subject to the provisions of this Agreement applicable to the Conversant Investor, and there shall be no further transfer of such Shares except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (i) the members of the Conversant Investor’s immediate family (for For purposes of this Agreement, “immediate family” "affiliate" shall mean be defined as any entity which controls or is under common control with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person, and the direct descendants and ascendants (including adopted and step children and parents) of such person), (ii) any trust solely for the direct or indirect benefit of the Conversant Investor Numerex or the immediate family of the Conversant InvestorInitial Shareholders, (iii) if the Conversant Investor is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (iv) if the Conversant Investor is an entity, officers, directors, general partners, limited partners, membersas applicable, or stockholders of such entity that receive such transfer which Numerex or the Initial Shareholders, as a distributionapplicable, holds at least an eighty percent (80%) controlling interest, directly or related investment funds or vehicles controlled or managed by such persons or their respective Affiliates, (v) any Affiliate of the Conversant Investor, or (vi) any other Investor. The Conversant Investor further agrees to execute such agreements as may be reasonably requested by the Issuer that are consistent with the foregoing or that are necessary to give further effect theretothrough wholly-owned subsidiaries.

Permitted Transferees. 2 The provisions of Section 1.3 2.1, this Section 2.2 and Section 3 shall not apply to the transfer of (i) Transfers by any or all of the Shares (a) Stockholder to any Permitted Transfereemember of such Stockholder’s family or to any trust for the benefit of such Stockholder or any family member of such Stockholder; (ii) if the Stockholder is an individual, (bX) Transfers by virtue the Stockholder to his, her or its guardian or conservator; (Y) Transfers by the Stockholder in the event of his or her death, to his or her executor(s) or administrator(s) or to trustee(s) under his or her will, or otherwise by will or the laws of descent and distribution upon the death of an individual distribution; and (cZ) Transfers by the Stockholder to a corporation or limited liability company, 100% of the securities of which are solely owned by such Stockholder; (iii) if the Stockholder is a corporation, partnership, or limited liability company, Transfers by such Stockholder to its Affiliates, stockholders, partners or members, or to any other Person or entity that controls, is controlled by or is under common control with (as defined in the Securities Act) such Stockholder; or (iv) the Company’s repurchase of capital stock of the Company from an employee or consultant pursuant to the terms of any stock restriction agreement or stock purchase agreement between the holder of such capital stock and the Company (collectively, “Permitted Transferees”); provided that, in any such event, the Stock so Transferred in the hands of each such Permitted Transferee shall remain subject to this Agreement. Upon such execution, Permitted Transferee shall become a court order or settlement agreement related Stockholder, and the Company shall take all such action required to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either of cases (a), (b) or (c), it effectuate such transfer to a Permitted Transferee and such transfer shall be deemed effective regardless of whether any such action has been taken by the Company. No Transfer of Stock to a condition Permitted Transferee shall be effective if the purpose of such Transfer shall have been to such transfer that such transfer complies with the Securities Act and other applicable law, and that the transferee executes and delivers to the Issuer an agreement stating that the transferee is receiving and holding the Shares subject to circumvent the provisions of this Agreement applicable to the Conversant Investor, and there shall be no further transfer of such Shares except in accordance with this Agreement. As used in this AgreementSection 2.2(f), the term word “Permitted Transfereefamily,” shall mean: (i) the members of the Conversant Investor’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to a Person, shall include any spouse, lineal ancestor or descendant (whether natural personor adopted), any of the following: such person’s spouse brother or domestic partner, the siblings sister of such personPerson and any spouse of any such lineal ancestor or descendant, and the direct descendants and ascendants (including adopted and step children and parents) of such person), (ii) any trust solely for the direct brother or indirect benefit of the Conversant Investor or the immediate family of the Conversant Investor, (iii) if the Conversant Investor is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (iv) if the Conversant Investor is an entity, officers, directors, general partners, limited partners, members, or stockholders of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective Affiliates, (v) any Affiliate of the Conversant Investor, or (vi) any other Investor. The Conversant Investor further agrees to execute such agreements as may be reasonably requested by the Issuer that are consistent with the foregoing or that are necessary to give further effect theretosister.

Permitted Transferees. The provisions of Section 1.3 2.1 shall not apply to the transfer of any or all of the Shares (aI) to any Permitted Transferee, (bII) by virtue of laws of descent and distribution upon the death of an individual and (cIII) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either of cases (aI), (bII) or (cIII), it shall be a condition to such transfer that such transfer complies with the Securities Act and other applicable law, and that the transferee executes and delivers to the Issuer Company an agreement stating that the transferee is receiving and holding the Shares subject to the provisions of this Agreement applicable to the Conversant InvestorLocked-up Holder, and there shall be no further transfer of such Shares except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (i1) the members of the Conversant InvestorLocked-up Holder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person, and the direct descendants and ascendants (including adopted and step children and parents) of such person), (ii2) any trust solely for the direct or indirect benefit of the Conversant Investor Locked-up Holder or the immediate family of the Conversant InvestorLocked-up Holder, (iii3) if the Conversant Investor Locked-up Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (iv4) if the Conversant Investor Locked-up Holder is an entity, officers, directors, general partners, limited partners, members, or stockholders of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective Affiliates, (v5) any Affiliate of the Conversant InvestorLocked-up Holder; provided, however, that, during an applicable Lock-Up Period, the Nxxxx Parties shall not transfer Registrable Securities to an Affiliate without the prior written consent of the Sponsor, or (vi6) any other InvestorLocked-Up Holder. The Conversant Investor Locked-up Holder further agrees to execute such agreements as may be reasonably requested by the Issuer Company that are consistent with the foregoing or that are necessary to give further effect thereto.

Permitted Transferees. The provisions of Section 1.3 paragraph 3(a) shall not apply to the transfer of any or all of the Relevant Shares by the Investor (aA) to any Permitted TransfereeTransferee (defined below), (bB) by virtue of laws of descent and distribution upon the death of an individual and (cC) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either of cases (a), (b) or (c), it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) promulgated thereunder, and other applicable law, and that the transferee executes and delivers to the Issuer UHG (defined below) an agreement stating that the transferee is receiving and holding the Relevant Shares subject to the provisions of this Agreement applicable to the Conversant Investorletter agreement, and there shall be no further transfer of such Relevant Shares except in accordance with this Agreementletter agreement. As used in this Agreementletter agreement, the term “Permitted Transferee” shall meanmeans: (i1) the members of the Conversant Investor’s immediate family (for purposes of this Agreementletter agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person, and the direct descendants and ascendants (including adopted and step children and parents) of such person), (ii2) any trust solely for the direct or indirect benefit of the Conversant Investor or the immediate family of the Conversant Investor, (iii3) if the Conversant Investor is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (iv4) if the Conversant Investor is an entity, officers, directors, general partners, limited partners, members, or stockholders of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective Affiliates. “Affiliate” means, with respect to any specified Person, any Person that, directly or indirectly through one or more entities, controls or is controlled by, or is under common control with, such specified Person. The term “control” (vincluding the terms “controlled by” and “under common control with”) any Affiliate means the possession, directly or indirectly, of the Conversant Investorpower to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or (vi) any otherwise. “Person” means an individual, corporation, limited liability company, partnership, association, trust or other Investorentity or organization, including a government or political subdivision or an agency or instrumentality thereof. The Conversant Investor further agrees “UHG” refers to execute such agreements as may be reasonably requested by DHHC after the Issuer that are consistent with the foregoing or that are necessary to give further effect theretoClosing.