Common use of Certain Transferees Bound by Agreement Clause in Contracts

Certain Transferees Bound by Agreement. Each Securityholder hereby agrees that it shall, prior to any Transfer by such Securityholder of Securities that is not to be made (a) pursuant to an offering registered under the Securities Act (a “Public Offering”) , or to the public through a broker, dealer or market-maker pursuant to Rule 144 promulgated thereunder (a “Rule 144 Sale”) or (b) in a transaction that will result in the termination of this Agreement, deliver to the Corporation and to Holdings a written agreement of the proposed Transferee to become a Securityholder and to be bound by the terms of this Agreement; provided that the foregoing agreement shall not apply in respect of Transfers of Voting Securities and/or Holdings Interests to a limited partner of Vestar (excluding any such limited partner who is an employee either of the general partner of Vestar or an Affiliate of the general partner of Vestar). All Park Avenue Securities and Other Investor Securities will continue to be Park Avenue Securities or Other Investor Securities, as the case may be, in the hands of any Transferee (other than the Corporation, Holdings or any of their Subsidiaries, Vestar or any Transferee in a Public Sale). All Vestar Securities will continue to be Vestar Securities in the hands of any Transferee (other than the Corporation, Holdings or any of their Subsidiaries, Park Avenue, Other Investors or a Transferee in a Public Sale).