Common use of Transfers in Compliance with Law; Substitution of Transferee Clause in Contracts

Transfers in Compliance with Law; Substitution of Transferee. Notwithstanding any other provision of this Agreement, no transfer may be made pursuant to this Section 2 or Section 3.1 unless (a) the transferee has agreed in writing to be bound by the terms and conditions of this Agreement pursuant to an instrument substantially in the form attached hereto as Exhibit A-1, (b) the transfer complies in all respects with the applicable provisions of this Agreement and (c) the transfer complies in all respects with applicable federal and state securities laws, including, without limitation, the Securities Act. If requested by the Issuer, an opinion of counsel of such transferring Major Stockholder shall be supplied to the Issuer at such transferring Major Stockholder's expense, to the effect that such transfer complies with applicable federal and state securities laws. Upon becoming a party to this Agreement, (i) the Permitted Transferee of a Major Stockholder shall be substituted for, and shall enjoy the same rights and be subject to the same obligations as, the transferring Major Stockholder hereunder with respect to the Equity Interest transferred to such Permitted Transferee, (ii) an Other Stockholder shall be subject to the same obligations as, but none of the rights of, the transferring Major Stockholder and (iii) the transferee of an Other Stockholder shall be substituted for, and shall be subject to the same obligations as, the transferring Other Stockholder hereunder with respect to the Equity Interest transferred to such transferee.

Transfers in Compliance with Law; Substitution of Transferee. (a) Notwithstanding any other provision of this Agreement, no transfer may be made pursuant to this Section 2 or Section 3.1 3 (except in an Exempt Transfer in the case of the following clauses (a) and (b)) unless (a) if (1) to a Permitted Transferee or Partner Transferee or (2) in a transfer by any person other than a Major Stockholder, the transferee has agreed in writing executes, prior to be bound by the terms and conditions of this such transfer, a Transfer Agreement pursuant to an instrument substantially in the form attached hereto as Exhibit A-1EXHIBIT A, which shall cause such transferee to be bound by the obligations of this Agreement, (b) the transfer complies in all respects with the applicable provisions of this Agreement and (c) the transfer complies in all respects with applicable federal and state securities laws, including, without limitation, the Securities Act. If requested by the IssuerCompany, an opinion of counsel of to such transferring Major Stockholder shall be supplied to the Issuer Company, at such transferring Major Stockholder's expense, to the effect that such transfer complies with the applicable federal and state securities laws. Upon becoming a party to this Agreement, (i) the Permitted Transferee or Partner Transferee of a Major Stockholder shall be substituted forfor and deemed to be, and shall enjoy the same rights and be subject to the same obligations as, the transferring Major Stockholder hereunder with respect to the Equity Interest Shares transferred to such Permitted Transferee or Partner Transferee, subject to the limitations of any voting proxy granted pursuant to Section 2.4(b) and (ii) an Other Stockholder the transferee shall be substituted for and deemed to be, and shall enjoy the same rights and be subject to the same obligations as, but none of the rights of, the transferring Major Stockholder and (iii) the transferee of an Other Stockholder shall be substituted for, and shall be subject to the same obligations as, the transferring Other Investor Stockholder hereunder with respect to the Equity Interest Shares transferred to such transferee, subject to the limitation of any voting proxy granted pursuant to Section 2.4(b).

Transfers in Compliance with Law; Substitution of Transferee. Notwithstanding any other provision of this Agreement, no transfer Transfer may be made pursuant to this Section 2 or Section 3.1 unless (a) the transferee Transferee has agreed in writing to be bound by the terms and conditions of this Agreement pursuant to an instrument substantially in the form attached hereto as Exhibit A-1A, (b) the transfer Transfer complies in all respects with the applicable provisions of this Agreement and (c) the transfer Transfer complies in all respects with applicable federal and state securities laws, including, without limitation, the Securities Act. If requested by the IssuerCompany, an opinion of counsel of to such transferring Major Transferring Stockholder shall be supplied to the Issuer Company at such transferring Major Transferring Stockholder's ’s expense, to the effect that such transfer Transfer complies with the applicable federal and state securities laws; provided, that no opinion of counsel shall be required for any Transfer by any Investor to any Permitted Transferee of such Investor. Upon becoming a party to this Agreement, (i) the a Permitted Transferee of a Major Stockholder shall be substituted for, and shall enjoy the same rights and be subject to the same obligations as, the transferring Transferring Major Stockholder hereunder with respect to the Equity Interest transferred Shares Transferred to such Permitted Transferee, (ii) a Transferee of an Other Investor shall be substituted for, and shall enjoy the same rights and be subject to the same obligations as, the Transferring Investor hereunder with respect to the Shares Transferred to such Transferee, (iii) a Transferee other than a Permitted Transferee of a Major Stockholder shall be subject to the same obligations as, but none of the rights of, the transferring Transferring Major Stockholder hereunder with respect to the Shares Transferred to such Transferee, and (iiiiv) the transferee a Transferee of any Stockholder (other than a Stockholder which is a Major Stockholder or an Other Stockholder Investor) shall be substituted for, and shall be subject entitled to the same obligations as, the transferring Other Transferring Stockholder hereunder with respect to the Equity Interest transferred Shares Transferred to such transfereeTransferee.

Transfers in Compliance with Law; Substitution of Transferee. Notwithstanding any other provision of this Agreement, no transfer may be made pursuant to this Section 2 or Section 3.1 3 unless (a) the transferee (other than a financial institution in the case of a pledge by GapStar) has agreed in writing to be bound by the terms and conditions of this Agreement pursuant to an instrument substantially in the form attached hereto as Exhibit A-1B-1, (b) the transfer complies in all respects with the applicable provisions of this Agreement and (c) the transfer complies in all respects with applicable foreign, federal and state securities laws, including, without limitation, the Securities Act. If requested by the IssuerCompany, an opinion of counsel of to such transferring Major Stockholder Shareholder shall be supplied to the Issuer Company, at such transferring Major Stockholder's Shareholder’s expense, to the effect that such transfer complies with the applicable federal and state securities laws. Upon becoming a party to this Agreement, (i) the Permitted Transferee of a Major Stockholder Shareholder shall be substituted for, and shall enjoy the same rights and be subject to the same obligations as, the transferring Major Stockholder Shareholder hereunder with respect to the Equity Interest Shares transferred to such Permitted Transferee, (ii) the Permitted Transferee of a General Atlantic Shareholder shall be substituted for, and shall enjoy the same rights and be subject to the same obligations as, a General Atlantic Shareholder hereunder with respect to the Shares transferred to such Permitted Transferee, (iii) the Permitted Transferee of an Additional Series A Shareholder shall be substituted for, and shall enjoy the same rights and be subject to the same obligations as, the transferring Additional Series A Shareholder hereunder with respect to the Shares transferred to such Permitted Transferee, (iv) an Other Stockholder Shareholder shall be subject to the same obligations as, but none of the rights of, the transferring Major Stockholder Shareholder, Minor Shareholder, Additional Series A Shareholder or General Atlantic Shareholder, as the case may be, and (iiiv) the transferee of an Other Stockholder Shareholder shall be substituted for, and shall be subject to the same obligations as, the transferring Other Stockholder Shareholder hereunder with respect to the Equity Interest Shares transferred to such transferee.

Transfers in Compliance with Law; Substitution of Transferee. (a) Notwithstanding any other provision of this Agreement, no transfer may be made pursuant to this Section 2 or Section 3.1 3 (except in an Exempt Transfer in the case of the following clauses (a) and (b)) unless (a) if (1) to a Permitted Transferee or Partner Transferee or (2) in a transfer by any person other than a Major Stockholder, the transferee has agreed in writing executes, prior to be bound by the terms and conditions of this such transfer, a Transfer Agreement pursuant to an instrument substantially in the form attached hereto as Exhibit A-1A, which shall cause such transferee to be bound by the obligations of this Agreement, (b) the transfer complies in all respects with the applicable provisions of this Agreement and (c) the transfer complies in all respects with applicable federal and state securities laws, including, without limitation, the Securities Act. If requested by the IssuerCompany, an opinion of counsel of to such transferring Major Stockholder shall be supplied to the Issuer Company, at such transferring Major Stockholder's expense, to the effect that such transfer complies with the applicable federal and state securities laws. Upon becoming a party to this Agreement, (i) the Permitted Transferee or Partner Transferee of a Major Stockholder shall be substituted forfor and deemed to be, and shall enjoy the same rights and be subject to the same obligations as, the transferring Major Stockholder hereunder with respect to the Equity Interest Shares transferred to such Permitted Transferee or Partner Transferee, subject to the limitations of any voting proxy granted pursuant to Section 2.4(b) and (ii) an Other Stockholder the transferee shall be substituted for and deemed to be, and shall enjoy the same rights and be subject to the same obligations as, but none of the rights of, the transferring Major Stockholder and (iii) the transferee of an Other Stockholder shall be substituted for, and shall be subject to the same obligations as, the transferring Other Investor Stockholder hereunder with respect to the Equity Interest Shares transferred to such transferee, subject to the limitation of any voting proxy granted pursuant to Section 2.4(b).

Transfers in Compliance with Law; Substitution of Transferee. Notwithstanding any other provision of this Agreement, no transfer may be made pursuant to this Section 2 or Section 3.1 3 unless (a) the transferee has agreed in writing to be bound by the terms and conditions of this Agreement pursuant to an instrument substantially in the form attached hereto as Exhibit A-1A, (b) the transfer complies in all respects with the applicable provisions of this Agreement and (c) the transfer complies in all respects with applicable federal and state securities laws, including, without limitation, the Securities Act. If requested by the IssuerCompany in its reasonable judgment, an opinion of counsel of to such transferring Major Stockholder shall be supplied to the Issuer Company at such transferring Major Stockholder's expense, to the effect that such transfer complies with the applicable federal and state securities laws. Upon becoming a party to this Agreement, (i) the Permitted Transferee of a Major Sinton Stockholder shall be substituted for, and shall enjoy the same rights and be subject to the same obligations as, the transferring Major Sinton Stockholder hereunder with respect to the Equity Interest Shares transferred to such Permitted Transferee, (ii) the Permitted Transferee of a 12 9 General Atlantic Stockholder shall be substituted for, and shall enjoy the same rights and be subject to the same obligations as, a General Atlantic Stockholder hereunder, (iii) an Other Stockholder shall be subject to the same obligations as, but none of the rights of, the transferring Major Sinton Stockholder or General Atlantic Stockholder, as the case may be, and (iiiiv) the transferee of an Other Stockholder shall be substituted for, and shall be subject to the same obligations as, the transferring Other Stockholder hereunder with respect to the Equity Interest Shares transferred to such transferee.

Transfers in Compliance with Law; Substitution of Transferee. Notwithstanding any other provision of this Agreement, no transfer may be made pursuant to this Section 2 or Section 3.1 3 unless (a) the transferee (other than a lender in the case of a pledge by GapStar) has agreed in writing to be bound by the terms and conditions of this Agreement pursuant to an instrument substantially in the form attached hereto as Exhibit A-1C, (b) the transfer complies in all respects with the applicable provisions of this Agreement and (c) the transfer complies in all respects with applicable federal and state securities laws, including, without limitation, the Securities Act. If reasonably requested by the IssuerCompany, an opinion of counsel of to such transferring Major Stockholder Shareholder shall be supplied to the Issuer Company, at such transferring Major Stockholder's Shareholder’s expense, to the effect that such transfer complies with the applicable federal and state securities laws. Upon becoming a party to this Agreement, (i) the Permitted Transferee of a Major Stockholder General Atlantic Shareholder shall be substituted for, and shall enjoy the same rights and be subject to the same obligations as, the transferring Major Stockholder a General Atlantic Shareholder hereunder with respect to the Equity Interest Shares transferred to such Permitted Transferee, (ii) the Permitted Transferee of a CK/DLC Shareholder shall be substituted for, and shall enjoy the same rights and be subject to the same obligations as, a CK/DLC Shareholder hereunder with respect to the Shares transferred to such Permitted Transferee, (iii) the Permitted Transferee of an Ace Shareholder shall be substituted for, and shall enjoy the same rights and be subject to the same obligations as, an Ace Shareholder hereunder with respect to the Shares transferred to such Permitted Transferee, (iv) an Other Stockholder Shareholder shall be subject to the same obligations as, but none of the rights of, the transferring Major Stockholder General Atlantic Shareholder or CK/DLC Shareholder, as the case may be, and (iiiv) the transferee of an Other Stockholder Shareholder shall be substituted for, and shall be subject to the same obligations as, the transferring Other Stockholder Shareholder hereunder with respect to the Equity Interest Shares transferred to such transferee.

Transfers in Compliance with Law; Substitution of Transferee. Notwithstanding any other provision of this Agreement, no transfer may be made pursuant to this Section 2 or Section 3.1 3 unless (a) the transferee has agreed in writing to be bound by the terms and conditions of this Agreement pursuant to an instrument substantially in the form attached hereto as Exhibit A-1A, (b) the transfer complies in all respects with the applicable provisions of this Agreement and (c) the transfer complies in all respects with applicable federal and state securities laws, including, without limitation, the Securities Act. If requested by the IssuerCompany in its reasonable judgment, an opinion of counsel of to such transferring Major Stockholder (which shall be reasonably acceptable to counsel to the Company) shall be supplied to the Issuer Company at such transferring Major Stockholder's expense, to the effect that such transfer complies with the applicable federal and state securities laws. Upon becoming a party to this Agreement, (i) the Permitted Transferee of a Major Stockholder shall be substituted for, and shall enjoy the same rights and be subject to the same obligations as, the transferring Major Stockholder hereunder with respect to the Equity Interest Shares transferred to such Permitted Transferee, (ii) an Other Stockholder the Permitted Transferee of GAP LP or GAP Coinvestment, as the case may be, shall be substituted for, and shall enjoy the same rights and be subject to the same obligations as, GAP LP or GAP Coinvestment, as the case may be, hereunder with respect to the Shares transferred to such Permitted Transferee, (iii) the Permitted Transferee of Dow Jonex xxxll be substituted for, and shall enjoy the rights and be subject to the same obligations as, Dow Jonex xxxeunder with respect to the Shares transferred to such Permitted Transferee, (iv) the Permitted Transferee of Waltxx xxxll be substituted for, and shall enjoy the same rights and be subject to the same obligations as, Waltxx xxxeunder with respect to the Shares transferred to such Permitted Transferee, (v) any other transferee of any Rightholder shall be subject to the same obligations as, but none of the rights of, the transferring Major Stockholder Rightholder and (iiivi) the transferee of an Other any other Stockholder shall be substituted for, and shall be subject to the same obligations as, the transferring Other Stockholder hereunder with respect to the Equity Interest Shares transferred to such transferee.

Transfers in Compliance with Law; Substitution of Transferee. Notwithstanding any other provision of this Agreement, no transfer of Shares may be made pursuant to this Section 2 or Section 3.1 by any Stockholder unless (a) the transferee has agreed in writing to be bound by the terms and conditions of this Agreement pursuant to an instrument substantially in the form attached hereto as Exhibit A-1C-1, (b) the transfer complies in all respects with the applicable provisions of this Agreement and (c) the transfer complies in all respects with applicable federal and state securities laws, including, without limitation, the Securities Act. If requested by the IssuerCompany, an opinion of outside counsel of to such transferring Major Stockholder shall be supplied to the Issuer Company, at such transferring Major Stockholder's ’s expense, to the effect that such transfer complies with the applicable federal and state securities laws. Upon becoming a party to this Agreement, (i) the a transferee of a Clarion Stockholder that is a Permitted Transferee of a Major Stockholder thereof shall be substituted for, and shall enjoy the same rights and be subject to the same obligations as, the transferring Major Clarion Stockholder hereunder with respect to the Equity Interest Shares transferred to such Permitted Transfereetransferee, (ii) a transferee of a Regions Stockholder that is a Permitted Transferee thereof shall be substituted for, and shall enjoy the same rights and be subject to the same obligations as, the transferring Regions Stockholder hereunder with regard to the Shares transferred to such transferee, (iii) an Additional Stockholder shall have the rights and obligations of an Additional Stockholder set forth in this Agreement, and any transferee of such an Additional Stockholder that is a Permitted Transferee thereof shall be substituted for, and shall enjoy the same rights and be subject to the same obligations as, the transferring Additional Stockholder hereunder with regard to the Shares transferred to such transferee and (iv) unless determined otherwise by agreement of Clarion and Regions, an Other Stockholder who becomes a Stockholder after the date hereof and its transferees shall be subject to the same obligations as, but none of the rights rights, if any, of, the transferring Major Stockholder and Stockholder, as the case may be (iii) the transferee of an Other Stockholder shall be substituted for, and shall be subject to the same obligations as, the transferring Other Stockholder hereunder except with respect to registration rights to the Equity Interest transferred to such transfereeextent provided in Section 4.23).

Transfers in Compliance with Law; Substitution of Transferee. Notwithstanding any other provision of this Agreement, no transfer may be made pursuant to this Section 2 or Section 3.1 3 unless (a) the transferee has agreed in writing to be bound by the terms and conditions of this Agreement pursuant to an instrument substantially in the form attached hereto as Exhibit A-1A, (b) the transfer complies in all respects with the applicable provisions of this Agreement and (c) the transfer complies in all respects with applicable federal and state securities laws, including, without limitation, the Securities Act. If requested by the IssuerCompany, an opinion of counsel of to such transferring Major Stockholder shall be supplied to the Issuer Company, at such transferring Major Stockholder's expense, to the effect that such transfer complies with the applicable federal and state securities laws. Upon becoming a party to this Agreement, (i) the Permitted Transferee of a Major RAND Stockholder shall be substituted for, and shall enjoy the same rights and be subject to the same obligations as, the transferring Major RAND Stockholder hereunder with respect to the Equity Interest Shares transferred to such Permitted Transferee, (ii) an Other Stockholder shall be subject to the same obligations as, but none of the rights of, the transferring Major Stockholder RAND Stockholder, and (iii) the transferee of an Other Stockholder shall be substituted for, and shall be subject to the same obligations as, the transferring Other Stockholder hereunder with respect to the Equity Interest Shares transferred to such transferee.

Transfers in Compliance with Law; Substitution of Transferee. Notwithstanding any other provision of this Agreement, no transfer may be made pursuant to this Section 2 2, Section 3 or Section 3.1 4 unless (a) the transferee has agreed in writing to be bound by the terms and conditions of this Agreement pursuant to an instrument substantially in the form attached hereto as Exhibit A-1C, (b) the transfer complies in all respects with the applicable provisions of this Agreement and (c) the transfer complies in all respects with applicable federal and state securities laws, including, without limitation, the Securities Act. If requested by the IssuerCompany in its reasonable judgment, an opinion of counsel of to such transferring Major Stockholder (which shall be reasonably acceptable to counsel to the Company) shall be supplied to the Issuer Company at such transferring Major Stockholder's expense, to the effect that such transfer complies with the applicable federal and state securities laws. Upon becoming a party to this Agreement, (i) the Permitted Transferee of a Major General Atlantic Stockholder shall be substituted for, and shall enjoy the same rights and be subject to the same obligations as, the transferring Major General Atlantic Stockholder hereunder with respect to the Equity Interest transferred to such Permitted Transfereehereunder, (ii) an Other Stockholder the Permitted Transferee of Partners shall be substituted for, and shall enjoy the same rights and be subject to the same obligations as, but none of the rights ofPartners hereunder, the transferring Major Stockholder and (iii) the transferee Permitted Transferee of Wilsxx xxxll be substituted for, and shall enjoy the same rights and be subject to the same obligations as, Wilsxx, (xv) the Permitted Transferee of Wilfam shall be substituted for, and shall enjoy the rights and be subject to the same obligations as, Wilfam, (v) the Permitted Transferee of an Alltel Stockholder shall be substituted for, and shall enjoy the same rights and be subject to the same obligations as, the transferring Alltel Stockholder hereunder, (vi) the Permitted Transferee of a FUCP Stockholder shall be substituted for, and shall enjoy the same rights and be subject to the same obligations as, the transferring FUCP Stockholder hereunder, (vii) the Permitted Transferee of a BT Stockholder shall be substituted for, and shall enjoy the same rights and be subject to the same obligations as, the transferring BT Stockholder hereunder, (viii) the Permitted Transferee of a Breax Xxxxxx Xxxckholder shall be substituted for, and shall enjoy the same rights and be subject to the same obligations as, the transferring Breax Xxxxxx Xxxckholder hereunder, (ix) the Permitted Transferee of a Manolovici Stockholder shall be substituted for, and shall enjoy the same rights and be subject to the same obligations as, the transferring Manolovici Stockholder hereunder, (x) the Permitted Transferee of a St. Paul Xxxckholder shall be substituted for, and shall enjoy the same rights and be subject to the same obligations as, the transferring St. Paul Xxxckholder hereunder, (xi) the Permitted Transferee of a Karmanos Stockholder shall be substituted for, and shall enjoy the same rights and be subject to the same obligations as, the transferring Karmanos Stockholder hereunder, (xii) the Permitted Transferee of a Kaufxxx Xxxckholder shall be substituted for, and shall enjoy the same rights and be subject to the same obligations as, the transferring Kaufxxx Xxxckholder hereunder, (xiii) the Permitted Transferee of a Motorola Stockholder shall be substituted for, and shall enjoy the same rights and be subject to the same obligations as, the transferring Motorola Stockholder hereunder, and (xiv) the Permitted Transferee of an Other Stockholder shall be substituted for, and shall be subject to the same obligations as, the transferring Other Stockholder hereunder with respect to the Equity Interest transferred to such transfereehereunder.

Transfers in Compliance with Law; Substitution of Transferee. Notwithstanding any other provision of this Agreement, no transfer Transfer may be made pursuant to this Section 2 or Section 3.1 unless (a) the transferee Transferee has agreed in writing to be bound by the terms and conditions of this Agreement pursuant to an instrument substantially in the form attached hereto as Exhibit A-1A, (b) the transfer Transfer complies in all respects with the applicable provisions of this Agreement and (c) the transfer Transfer complies in all respects with applicable federal and state securities laws, including, without limitation, the Securities Act. If requested by the IssuerCompany, an opinion of counsel of to such transferring Major Transferring Stockholder shall be supplied to the Issuer Company at such transferring Major Transferring Stockholder's expense, to the effect that such transfer Transfer complies with the applicable federal and state securities laws; provided, that no opinion of counsel shall be required for any Transfer by any Investor to any Permitted Transferee of such Investor. Upon becoming a party to this Agreement, (i) the a Permitted Transferee of a Major Stockholder shall be substituted for, and shall enjoy the same rights and be subject to the same obligations as, the transferring Transferring Major Stockholder hereunder with respect to the Equity Interest transferred Shares Transferred to such Permitted Transferee, (ii) a Transferee of an Other Investor shall be substituted for, and shall enjoy the same rights and be subject to the same obligations as, the Transferring Investor hereunder with respect to the Shares Transferred to such Transferee, (iii) a Transferee other than a Permitted Transferee of a Major Stockholder shall be subject to the same obligations as, but none of the rights of, the transferring Transferring Major Stockholder hereunder with respect to the Shares Transferred to such Transferee, and (iiiiv) the transferee a Transferee of any Stockholder (other than a Stockholder which is a Major Stockholder or an Other Stockholder Investor) shall be substituted for, and shall be subject entitled to the same obligations as, the transferring Other Transferring Stockholder hereunder with respect to the Equity Interest transferred Shares Transferred to such transfereeTransferee.

Transfers in Compliance with Law; Substitution of Transferee. Notwithstanding any other provision of this Agreement, no transfer may be made pursuant to this Section 2 or Section 3.1 3 unless (a) the transferee (other than a financial institution in the case of a pledge by GapStar) has agreed in writing to be bound by the terms and conditions of this Agreement pursuant to an instrument substantially in the form attached hereto as Exhibit A-1B-1, (b) the transfer complies in all respects with the applicable provisions of this Agreement and (c) the transfer complies in all respects with applicable federal and state securities laws, including, without limitation, the Securities Act. If requested by the IssuerCompany, an opinion of counsel of to such transferring Major Stockholder Shareholder shall be supplied to the Issuer Company, at such transferring Major Stockholder's Shareholder’s expense, to the effect that such transfer complies with the applicable federal and state securities laws. Upon becoming a party to this Agreement, (i) the Permitted Transferee of a Major Stockholder Shareholder shall be substituted for, and shall enjoy the same rights and be subject to the same obligations as, the transferring Major Stockholder Shareholder hereunder with respect to the Equity Interest Shares transferred to such Permitted Transferee, (ii) the Permitted Transferee of an Additional Purchaser Shareholder shall be substituted for, and shall enjoy the same rights and be subject to the same obligations as, the transferring Additional Purchaser Shareholder, (iii) the Permitted Transferee of a General Atlantic Shareholder shall be substituted for, and shall enjoy the same rights and be subject to the same obligations as, a General Atlantic Shareholder hereunder with respect to the Shares transferred to such Permitted Transferee, (iv) an Other Stockholder Shareholder shall be subject to the same obligations as, but none of the rights of, the transferring Major Stockholder Shareholder, Additional Purchaser Shareholder or General Atlantic Shareholder, as the case may be, and (iiiv) the transferee of an Other Stockholder Shareholder shall be substituted for, and shall be subject to the same obligations as, the transferring Other Stockholder Shareholder hereunder with respect to the Equity Interest Shares transferred to such transferee.

Transfers in Compliance with Law; Substitution of Transferee. Notwithstanding any other provision of this Agreement, no transfer may be made pursuant to this Section 2 or Section 3.1 3 unless (a) the transferee has agreed in writing to be bound by the terms and conditions of this Agreement pursuant to an instrument substantially in the form attached hereto as Exhibit A-1, EXHIBIT D (b) the transfer complies in all respects with the applicable provisions of this Agreement and (c) the transfer complies in all respects with applicable federal and state securities laws, including, without limitation, the Securities Act. If requested by the IssuerCompany, an opinion of counsel of to such transferring Major Stockholder shall be supplied to the Issuer Company, at such transferring Major Stockholder's expense, to the effect that such transfer complies with applicable federal and state securities laws. Upon becoming a party to this Agreement, (i) the Permitted Transferee of a Major an Iguana Stockholder shall be substituted for, and shall enjoy the same rights and be subject to the same obligations as, the transferring Major Iguana Stockholder hereunder with respect to the Equity Interest Shares transferred to such Permitted Transferee, (ii) an Other Stockholder shall be subject to the same obligations as, but none of the rights of, the transferring Major Stockholder Iguana Stockholder, and (iii) the transferee of an Other Stockholder shall be substituted for, and shall be subject to the same obligations as, the transferring Other Stockholder hereunder with respect to the Equity Interest Shares transferred to such transferee.