Common use of Conditions to Transfers Clause in Contracts

Conditions to Transfers. In addition to all other terms and conditions contained in this Article II and the Shareholders Agreement, no Transfers (including, for the avoidance of doubt, any Transfers made after the third (3rd) anniversary of the Closing) shall be completed or effective for any purpose unless the following conditions are satisfied: (a) prior thereto: (i) the Transferor shall have provided to the Company, (x) at least ten (10) Business Days’ prior notice of such Transfer, (y) a certificate of the Transferor, delivered with such notice, containing a statement that such Transfer is permitted under this Article II, and (z) such other information and documents as may be reasonably requested by the Company in order for it to determine whether such Transfer is permitted under this Article II; (ii) the Transferee shall have executed and delivered to the Company a written undertaking substantially in the form required under the Shareholders Agreement, pursuant to which such Transferee agrees (x) to be bound by the terms and conditions of the Shareholders Agreement and (y) that the shares acquired by it shall be subject to the terms of the Shareholders Agreement, and the Transferee shall furnish copies of all share certificates effecting the Transfer and such other certificates, instruments and documents as the Company may request; and (iii) all necessary third party consents to the Transfer shall have been obtained; (b) such Transferee is not a competitor of the Company and its subsidiaries, as determined in the reasonable discretion of the Board of Directors; provided that any private equity fund or other financial investor shall not be deemed to be a competitor of the Company; (c) such Transfer would not violate the Securities Act or any state securities or “blue sky” Laws applicable to the Company or the shares to be Transferred; (d) such Transfer shall not impose liability or reporting obligations on the Company or any member in any jurisdiction, whether domestic or foreign, or result in the Company or any member becoming subject to the jurisdiction of any Governmental Authority anywhere, other than the Governmental Authorities to which the Company is then subject to such liability, reporting obligation or jurisdiction; and (e) such Transfer shall not, in the Board of Directors’ sole discretion, have the effect of requiring the Company to, upon the consummation of such Transfer, register the shares under Section 12(g) of the Exchange Act; provided, however, that the provisions of (i) Section 3(a) through Section 3(e) shall not apply to a Transfer in connection with a Company Sale, in the IPO or in connection with the liquidation, winding-up or dissolution of the Company and (ii) Section 3(b) shall not apply to an Executive Transfer or a Transfer subject to, or in accordance with, Section 6 (Tag-Along Rights) or Section 7 (Drag-Along Rights).

Conditions to Transfers. In addition to A Transfer will not be treated as a Transfer permitted under Section 11.1 hereof, Section 11.2 hereof, or Section 11.6 hereof unless and until all other terms and conditions contained in this Article II and the Shareholders Agreement, no Transfers (including, for the avoidance of doubt, any Transfers made after the third (3rd) anniversary of the Closing) shall be completed or effective for any purpose unless the following conditions are satisfied: (a) prior thereto: (i) the Transferor shall have provided The transferor and Transferee execute and deliver to the Company, (x) at least ten (10) Business Days’ prior notice Company such documents and instruments of such Transfer, (y) a certificate of the Transferor, delivered with such notice, containing a statement that such Transfer is permitted under this Article II, and (z) such other information and documents conveyance as may be reasonably requested by necessary or appropriate in the opinion of counsel to the Company in order for it to determine whether effect such Transfer is permitted under this Article II; (ii) and the Transferee shall have executed executes and delivered delivers to the Company a written undertaking substantially joinder to this Agreement in a form reasonably satisfactory to the form required under the Shareholders Agreement, pursuant to which such Transferee agrees (x) Company to be bound by the terms and conditions of this Agreement to the Shareholders Agreement and (y) same extent that the shares acquired by it shall be subject transferring Member was so bound. In all cases, the transferor and/or Transferee must reimburse the Company for all costs and expenses that the Company incurs in connection with such Transfer. (i) The transferor and Transferee must furnish the Company with the Transferee’s taxpayer identification number, sufficient information to determine the terms Transferee’s initial tax basis in the Units transferred, and any other information reasonably necessary to permit the Company to file all required U.S. federal and state tax returns and other legally-required information statements or returns. Without limiting the generality of the Shareholders Agreementforegoing, and the Transferee shall furnish copies of all share certificates effecting the Transfer and such other certificates, instruments and documents as the Company may request; andis not required to make any distribution otherwise provided for in this Agreement with respect to any transferred Units until the Company has received such information. (ii) The Transfer would not, in the opinion of counsel chosen by the Company, result in the termination of the Company within the meaning of Section 708 of the Code. (iii) all necessary third party consents The Units to be Transferred must be registered under the Securities Laws, or, unless waived by the non-transferring Members, the transferor must provide to the Company an opinion of counsel, which opinion and counsel must be reasonably satisfactory to the non-transferring Member, to the effect that such Transfer shall have been obtained;is exempt from registration under the Securities Laws. (iv) In the case of a Transfer to a Material Competitor, the non-Transferring Member must consent to such Transfer. (v) All approvals of any Gaming Authority required to effect a Transfer must be obtained prior to such Transfer. (b) such Transferee is not a competitor of Notwithstanding anything to the Company and contrary in this Agreement, no Member shall be permitted to Transfer its subsidiaries, as determined in Units or any portion thereof to the reasonable discretion of the Board of Directors; provided that any private equity fund or other financial investor shall not be deemed to be a competitor of the Company; (c) extent such Transfer would not violate the be in violation of applicable law (including Securities Act Laws and all Gaming Laws) or would cause a default under any state securities agreement or “blue sky” Laws applicable to the Company or the shares to be Transferred; (d) such Transfer shall not impose liability or reporting obligations on the Company or any member in any jurisdiction, whether domestic or foreign, or result in the Company or any member becoming subject to the jurisdiction of any Governmental Authority anywhere, other than the Governmental Authorities instrument to which the Company is then subject to such liability, reporting obligation a party or jurisdiction; and (e) such Transfer shall not, in the Board of Directors’ sole discretion, have the effect of requiring the Company to, upon the consummation of such Transfer, register the shares under Section 12(g) of the Exchange Act; provided, however, that the provisions of (i) Section 3(a) through Section 3(e) shall not apply to a Transfer in connection with a Company Sale, in the IPO or in connection with the liquidation, winding-up or dissolution of the Company and (ii) Section 3(b) shall not apply to an Executive Transfer or a Transfer subject to, or in accordance with, Section 6 (Tag-Along Rights) or Section 7 (Drag-Along Rights)by which it is bound.

Conditions to Transfers. In addition to A Transfer will not be treated as a Transfer permitted under Section 11.1, Section 11.2, or Section 11.6 unless and until all other terms and conditions contained in this Article II and the Shareholders Agreement, no Transfers (including, for the avoidance of doubt, any Transfers made after the third (3rd) anniversary of the Closing) shall be completed or effective for any purpose unless the following conditions are satisfied: (a) prior thereto: (i) the Transferor shall have provided The transferor and transferee execute and deliver to the Company, (x) at least ten (10) Business Days’ prior notice Company such documents and instruments of such Transfer, (y) a certificate of the Transferor, delivered with such notice, containing a statement that such Transfer is permitted under this Article II, and (z) such other information and documents conveyance as may be reasonably requested by necessary or appropriate in the opinion of counsel to the Company in order for it to determine whether effect such Transfer is permitted under this Article II; (ii) and the Transferee shall have executed transferee executes and delivered delivers to the Company a written undertaking substantially joinder to this Agreement in a form reasonably satisfactory to the form required under the Shareholders Agreement, pursuant to which such Transferee agrees (x) Company to be bound by the terms and conditions of this Agreement to the Shareholders Agreement and (y) same extent that the shares acquired by it shall be subject transferring Member was so bound. In all cases, the transferor and/or transferee must reimburse the Company for all costs and expenses that the Company incurs in connection with such Transfer. (i) The transferor and transferee must furnish the Company with the transferee’s taxpayer identification number, sufficient information to determine the terms transferee’s initial tax basis in the Units transferred, and any other information reasonably necessary to permit the Company to file all required U.S. federal and state tax returns and other legally-required information statements or returns. Without limiting the generality of the Shareholders Agreementforegoing, and the Transferee shall furnish copies of all share certificates effecting the Transfer and such other certificates, instruments and documents as the Company may request; andis not required to make any distribution otherwise provided for in this Agreement with respect to any transferred Units until the Company has received such information. (ii) The Transfer would not, in the opinion of counsel chosen by the Company, result in the termination of the Company within the meaning of Section 708 of the Code. (iii) all necessary third party consents The Units to be Transferred must be registered under the Securities Act and any applicable state securities Laws, or, unless waived by the non-transferring Members, the transferor must provide to the Company an opinion of counsel, which opinion and counsel must be reasonably satisfactory to the non-transferring Member, to the effect that such Transfer shall have been obtained;is exempt from registration under the Securities Act and any other applicable state securities Laws. (iv) In the case of a Transfer to a Material Competitor, the non-Transferring Member must consent to such Transfer. (v) All approvals of any Gaming Authority required to effect a Transfer must be obtained prior to such Transfer. (b) such Transferee is not a competitor of Notwithstanding anything to the Company and contrary in this Agreement, no Member shall be permitted to Transfer its subsidiaries, as determined in Units or any portion thereof to the reasonable discretion of the Board of Directors; provided that any private equity fund or other financial investor shall not be deemed to be a competitor of the Company; (c) extent such Transfer would not violate the Securities Act be in violation of applicable Law (including securities laws and regulations and all Gaming Laws) or would cause a default under any state securities agreement or “blue sky” Laws applicable to the Company or the shares to be Transferred; (d) such Transfer shall not impose liability or reporting obligations on the Company or any member in any jurisdiction, whether domestic or foreign, or result in the Company or any member becoming subject to the jurisdiction of any Governmental Authority anywhere, other than the Governmental Authorities instrument to which the Company is then subject to such liability, reporting obligation a party or jurisdiction; and (e) such Transfer shall not, in the Board of Directors’ sole discretion, have the effect of requiring the Company to, upon the consummation of such Transfer, register the shares under Section 12(g) of the Exchange Act; provided, however, that the provisions of (i) Section 3(a) through Section 3(e) shall not apply to a Transfer in connection with a Company Sale, in the IPO or in connection with the liquidation, winding-up or dissolution of the Company and (ii) Section 3(b) shall not apply to an Executive Transfer or a Transfer subject to, or in accordance with, Section 6 (Tag-Along Rights) or Section 7 (Drag-Along Rights)by which it is bound.

Conditions to Transfers. In addition to All Transfers of Membership Interests must comply with all other the following terms and conditions contained in this Article II and (the Shareholders Agreement, no Transfers (including, for the avoidance of doubt, any Transfers made after the third (3rd) anniversary of the Closing) shall be completed or effective for any purpose unless the following conditions are satisfied:“Transfer Conditions”): (a) prior thereto: except in the case of a Transfer resulting from an Involuntary Transfer (i) as such term is hereinafter defined in Section 13.1), upon the Transferor request of the Company, the transferor, at transferor’s expense, shall have provided furnish to the Company and opinion of counsel, which counsel and opinion shall be satisfactory to the Company, (x) at least ten (10) Business Days’ prior notice of such Transfer, (y) a certificate that the Transfer will not cause the Company to terminate for federal income tax purposes pursuant to Section 708 of the Transferor, delivered with such notice, containing a statement that such Transfer is permitted under this Article II, and (z) such other information and documents as may be reasonably requested by the Company in order for it to determine whether such Transfer is permitted under this Article II; (ii) the Transferee shall have executed and delivered to the Company a written undertaking substantially in the form required under the Shareholders Agreement, pursuant to which such Transferee agrees (x) to be bound by the terms and conditions of the Shareholders Agreement and (y) that the shares acquired by it shall be subject to the terms of the Shareholders Agreement, and the Transferee shall furnish copies of all share certificates effecting the Transfer and such other certificates, instruments and documents as the Company may request; and (iii) all necessary third party consents to the Transfer shall have been obtainedCode; (b) such Transferee is not a competitor of the transferor and transferee shall furnish the Company with the transferee’s taxpayer identification number and its subsidiaries, as determined sufficient information to determine the transferee’s initial tax basis in the reasonable discretion of the Board of Directors; provided that any private equity fund or other financial investor shall not be deemed to be a competitor of the CompanyMembership Interest transferred; (c) such Transfer would not violate the transferor and the transferee comply with the terms of this Agreement relating to Securities Act or any state securities or “blue sky” Laws applicable to the Company or the shares to be Transferred;Laws; and (d) except in the case of a Transfer of a Membership Interest resulting from an Involuntary Transfer (as such term is hereinafter defined in Section 13.1) either: (i) such Membership Interest shall be registered under any applicable Securities Laws; or (ii) the transferor shall provide an opinion of counsel, which opinion and counsel shall be satisfactory to the Company, to the effect that such Transfer is exempt from all applicable registration requirements and that such Transfer will not violate any applicable laws regulating the Transfer of securities. In no event shall not impose liability or reporting obligations on the Company all or any member in any jurisdiction, whether domestic or foreign, or result part of an Interest in the Company be transferred to a minor or any member becoming subject to an incompetent. Notwithstanding the jurisdiction satisfaction of any Governmental Authority anywherethe Transfer Conditions, other than a transferee shall not be admitted as a Substituted Member unless all of the Governmental Authorities to which the Company is then subject conditions to such liability, reporting obligation or jurisdiction; and (e) such Transfer shall not, admission as set forth in the Board of Directors’ sole discretion, have the effect of requiring the Company to, upon the consummation of such Transfer, register the shares under Section 12(g) of the Exchange Act; provided, however, that the provisions of (i) Section 3(a) through Section 3(e) shall not apply to a Transfer in connection with a Company Sale, in the IPO or in connection with the liquidation, winding-up or dissolution of the Company and (ii) Section 3(b) shall not apply to an Executive Transfer or a Transfer subject to, or in accordance with, Section 6 (Tag-Along Rights) or Section 7 (Drag-Along Rights)this Agreement are also satisfied.

Conditions to Transfers. In addition to A Transfer will not be treated as a Transfer permitted under Section 11.1 hereof, Section 11.2 hereof, or Section 11.6 hereof unless and until all other terms and conditions contained in this Article II and the Shareholders Agreement, no Transfers (including, for the avoidance of doubt, any Transfers made after the third (3rd) anniversary of the Closing) shall be completed or effective for any purpose unless the following conditions are satisfied: (a) prior thereto: (i) the Transferor shall have provided The transferor and Transferee execute and deliver to the Company, (x) at least ten (10) Business Days’ prior notice Company such documents and instruments of such Transfer, (y) a certificate of the Transferor, delivered with such notice, containing a statement that such Transfer is permitted under this Article II, and (z) such other information and documents conveyance as may be reasonably requested by necessary or appropriate in the opinion of counsel to the Company in order for it to determine whether effect such Transfer is permitted under this Article II; (ii) and the Transferee shall have executed executes and delivered delivers to the Company a written undertaking substantially joinder to this Agreement in a form reasonably satisfactory to the form required under the Shareholders Agreement, pursuant to which such Transferee agrees (x) Company to be bound by the terms and conditions of this Agreement to the Shareholders Agreement and (y) same extent that the shares acquired by it shall be subject transferring Member was so bound. In all cases, the transferor and/or Transferee must reimburse the Company for all costs and expenses that the Company incurs in connection with such Transfer. (i) The transferor and Transferee must furnish the Company with the Transferee’s taxpayer identification number, sufficient information to determine the terms Transferee’s initial tax basis in the Units transferred, and any other information reasonably necessary to permit the Company to file all required U.S. federal and state tax returns and other legally-required information statements or returns. Without limiting the generality of the Shareholders Agreementforegoing, and the Transferee shall furnish copies of all share certificates effecting the Transfer and such other certificates, instruments and documents as the Company may request; andis not required to make any distribution otherwise provided for in this Agreement with respect to any transferred Units until the Company has received such information. (ii) The Transfer would not, in the opinion of counsel chosen by the Company, result in the termination of the Company within the meaning of Section 708 of the Code. (iii) all necessary third party consents The Units to be Transferred must be registered under the Securities Laws, or, unless waived by the non-transferring Members, the transferor must provide to the Company an opinion of counsel, which opinion and counsel must be reasonably satisfactory to the non-transferring Member, to the effect that such Transfer shall have been obtained;is exempt from registration under the Securities Laws. (iv) In the case of a Transfer to a Material Competitor, the non- Transferring Member must consent to such Transfer. (v) All approvals of any Gaming Authority required to effect a Transfer must be obtained prior to such Transfer. (b) such Transferee is not a competitor of Notwithstanding anything to the Company and contrary in this Agreement, no Member shall be permitted to Transfer its subsidiaries, as determined in Units or any portion thereof to the reasonable discretion of the Board of Directors; provided that any private equity fund or other financial investor shall not be deemed to be a competitor of the Company; (c) extent such Transfer would not violate the be in violation of applicable law (including Securities Act Laws and all Gaming Laws) or would cause a default under any state securities agreement or “blue sky” Laws applicable to the Company or the shares to be Transferred; (d) such Transfer shall not impose liability or reporting obligations on the Company or any member in any jurisdiction, whether domestic or foreign, or result in the Company or any member becoming subject to the jurisdiction of any Governmental Authority anywhere, other than the Governmental Authorities instrument to which the Company is then subject to such liability, reporting obligation a party or jurisdiction; and (e) such Transfer shall not, in the Board of Directors’ sole discretion, have the effect of requiring the Company to, upon the consummation of such Transfer, register the shares under Section 12(g) of the Exchange Act; provided, however, that the provisions of (i) Section 3(a) through Section 3(e) shall not apply to a Transfer in connection with a Company Sale, in the IPO or in connection with the liquidation, winding-up or dissolution of the Company and (ii) Section 3(b) shall not apply to an Executive Transfer or a Transfer subject to, or in accordance with, Section 6 (Tag-Along Rights) or Section 7 (Drag-Along Rights)by which it is bound.

Conditions to Transfers. In addition to all other terms and conditions contained in this Article II and the Shareholders Agreement, no Transfers (including, for to which the avoidance provisions of doubt, any Transfers made after the third (3rd) anniversary of the Closing) Sections 9.1 and 9.2 would apply shall be completed or effective for any purpose unless the following conditions are satisfied:satisfied (except to the extent waived by the Company Board in its sole discretion): (a) prior thereto: (i) the Transferor shall have provided to the Company, (x) at least ten (10) Business Days’ prior notice of such Transfer, (y) a certificate of the Transferor, delivered with such notice, containing a statement that such Transfer is permitted under this Article IIIX, and (z) such other information and documents as may be reasonably requested by the Company in order for it to determine whether such Transfer is permitted under this Article IIIX; (ii) the Transferee shall have executed and delivered to the Company a written undertaking substantially agree in the form required under the Shareholders Agreement, pursuant to which such Transferee agrees (x) writing to be bound by the terms and conditions of the Shareholders this Agreement and (y) that the shares Investor Interests acquired by it shall be subject to the terms of the Shareholders Agreement, this Agreement and the Transferee shall furnish copies of all share certificates instruments effecting the Transfer and such other certificates, instruments and documents as the Company may request; and; (iii) all necessary third party consents to the Transfer shall have been obtained; and (iv) the Transferee shall have paid all reasonable expenses incurred by the Company (including any legal and accounting fees) in connection with such Transfer; (b) such Transferee is not a competitor of the Company and its subsidiaries, as determined in the reasonable discretion of the Board of Directors; provided that any private equity fund or other financial investor shall not be deemed to be a competitor of the Company; (c) such Transfer would not violate the Securities Act or any state securities or “blue sky” Laws laws applicable to the Company or the shares Investor Interests to be Transferred; (dc) such Transfer shall not impose liability or reporting obligations on the Company or any member Investor in any jurisdiction, whether domestic or foreign, or result in the Company or any member Investor becoming subject to the jurisdiction of any Governmental Authority Entity anywhere, other than the Governmental Authorities Entities to which the Company is then subject to such liability, reporting obligation or jurisdiction; and; (d) such Transfer would not result in a termination of the Company pursuant to Section 708(b)(1)(B) of the Code unless the Company Board determines that such termination would not have a material adverse effect on the Investors and the Company; (e) such Transfer shall notwould not cause the Company to be treated as a “publicly traded partnership” under Section 7704 of the Code and the Treasury Regulations promulgated thereunder. In connection with any Transfer, the Company may request in its sole judgment, that an opinion of counsel be furnished to the Company at the Transferor’s expense, in the Board of Directors’ sole discretion, have the effect of requiring form and substance reasonably satisfactory to the Company to, upon the consummation of such Transfer, register the shares under Section 12(g) Board regarding any or all of the Exchange Actmatters specified in this Section 9.3; and (f) such Transfer would not violate, or result in the violation of, any rule or policy of the FCC, including, without limitation, the Attribution Rules and Ownership Rules; provided, however, that the provisions of (iSections 9.3(a), 9.3(d) Section 3(a) through Section 3(eand 9.3(e) shall not apply to a Transfer in connection with relating to a Company Sale, in the IPO Sale or in connection with the liquidation, winding-up or dissolution of the Company and (ii) Section 3(b) shall not apply to an Executive Transfer or a Transfer subject to, or in accordance with, Section 6 (Tag-Along Rights) or Section 7 (Drag-Along Rights)Initial Public Offering.

Conditions to Transfers. In addition to all other terms and conditions contained in this Article II and the Shareholders Agreement, no Transfers (including, for the avoidance of doubt, any Transfers made after the third (3rd) anniversary of the Closing) shall be completed or effective for any purpose unless the following conditions are satisfied: (a) prior thereto: (i) the Transferor shall have provided to the Company, (x) at least ten (10) Business Days’ prior notice of such Transfer, (y) a certificate of the Transferor, delivered with such notice, containing a statement that such Transfer is permitted under this Article IIIII, and (z) such other information and documents as may be reasonably requested by the Company in order for it to determine whether such Transfer is permitted under this Article IIIII; (ii) the Transferee shall have executed and delivered to the Company a written undertaking substantially in the form required under the Shareholders Agreementof Exhibit C attached hereto, pursuant to which such Transferee agrees (x) to be bound by the terms and conditions of the Shareholders this Agreement and (y) that the shares Shares acquired by it shall be subject to the terms of the Shareholders this Agreement, and the Transferee shall furnish copies of all share certificates effecting the Transfer and such other certificates, instruments and documents as the Company may request; and (iii) all necessary third party consents to the Transfer shall have been obtained; (b) such Transferee is not a competitor of the Company and its subsidiariesSubsidiaries, as determined in the reasonable discretion of the Board of DirectorsBoard; provided that any private equity fund or other financial investor shall not be deemed to be a competitor of the Company; (c) such Transfer would not violate the Securities Act or any state securities or “blue sky” Laws applicable to the Company or the shares Shares to be Transferred; (d) such Transfer shall not impose liability or reporting obligations on the Company or any member Shareholder in any jurisdiction, whether domestic or foreign, or result in the Company or any member Shareholder becoming subject to the jurisdiction of any Governmental Authority anywhere, other than the Governmental Authorities to which the Company is then subject to such liability, reporting obligation or jurisdiction; and (e) such Transfer shall not, in the Board of Directors’ Board’s sole discretion, have the effect of requiring the Company to, upon the consummation of such Transfer, register the shares Shares under Section 12(g) of the Exchange Act; provided, however, that the provisions of (i) Section 3(a3.3(a) through Section 3(e3.3(e) shall not apply to a Transfer in connection with a Company Sale, in the IPO or in connection with the liquidation, winding-up or dissolution of the Company and (ii) Section 3(b3.3(b) shall not apply to an Executive Transfer or a Transfer subject to, or in accordance with, Section 6 3.6 (Tag-Along Rights) or Section 7 3.7 (Drag-Along Rights).

Conditions to Transfers. In addition to all other terms and conditions contained in this Article II and the Shareholders Agreement, no Transfers (including, for to which the avoidance provisions of doubt, any Transfers made after the third (3rd) anniversary of the Closing) Section 9.2 would apply shall be completed or effective for any purpose unless the following conditions are satisfied: (a) prior thereto: (ia) the Transferor shall have provided to the Company, Company (xi) at least ten (10) five Business Days’ ' prior notice of such TransferTransfer or in the case of Transfer by reason of death pursuant to 9.2(a), at least five Business Days' notice prior to the proposed effectiveness of such Transfer for purposes of this Agreement, (yii) a certificate of the Transferor, delivered with such notice, containing a statement that as to which provision of Section 9.2 is applicable to such Transfer, together with such information as is reasonably necessary for the Management Committee to determine whether such Transfer is permitted under this Article IIthereby, and (ziii) such other information and documents as may be reasonably requested by the Company Management Committee such notice in order for it to determine whether make such Transfer is permitted under this Article II;determination; and (iib) the Transferee of such Interests shall have executed and delivered to each recipient of the Company notice required by Section 9.5(a) an agreement by which it shall become a written undertaking substantially in the form required under the Shareholders Agreement, pursuant party to which such Transferee agrees (x) to and be bound by the applicable terms and conditions provisions of the Shareholders Agreement and (y) that the shares acquired by it shall be subject to the terms of the Shareholders this Agreement, and the Transferee shall furnish copies of all share certificates effecting the Transfer and such other certificates, instruments and documents as the Company may request; and (iii) all necessary third party consents to the Transfer shall have been obtained; (b) such Transferee is not a competitor of the Company and its subsidiaries, as determined in the reasonable discretion of the Board of Directors; provided that any private equity fund or other financial investor shall not be deemed to be a competitor of the Company;. (c) counsel to the Transferee of such Interests shall have delivered to the Company an opinion reasonably satisfactory in form and substances to the Company, to the effect that: (i) such Transfer would not violate the Securities Act or any state securities or “"blue sky” Laws " laws applicable to the Company or the shares Interest to be Transferred; , (dii) such Transfer shall not impose liability would not, individually or reporting obligations on together with other concurrently proposed Transfers, cause the Company to be regarded as an "investment company" or any member in any jurisdictiona "subsidiary investment company" under the Investment Company Act of 1940, whether domestic or foreignas amended, or result and (iii) in the case of a Transfer pursuant to Sections 9.2(a) or (b), such Transfer would not, individually or together with all other Transfers by such Transferor, its predecessors, their prior Transferees, and their indirect owners, if any, cause the Company or any member becoming subject to have more partners for purposes of Treasury Regulation section 1.7704-1(h), determined without regard to section 1.7704-1(h)(3)(ii), as a result of the jurisdiction ownership of any Governmental Authority anywheresuch Transferor, other its predecessors, their prior Transferees, and their indirect owners than the Governmental Authorities to which number opposite such Transferor's name under the Company is then subject to such liability, reporting obligation or jurisdiction; and (e) such Transfer shall not, heading "PTP Slots" as described in the Board of Directors’ sole discretion, have the effect of requiring the Company to, upon the consummation of such Transfer, register the shares under Ancillary Letter or in Section 12(g13.2(a) of the Exchange Act; provided, however, that the provisions of (i) Section 3(a) through Section 3(e) shall not apply to a Transfer in connection with a Company Sale, in the IPO or in connection with the liquidation, winding-up or dissolution of the Company and (ii) Section 3(b) shall not apply to an Executive Transfer or a Transfer subject to, or in accordance with, Section 6 (Tag-Along Rights) or Section 7 (Drag-Along Rights)this Agreement.

Conditions to Transfers. In addition to all other terms and conditions contained in A Transfer will not be treated as a Transfer permitted under this Article II 9 unless and the Shareholders Agreement, no Transfers (including, for the avoidance until all of doubt, any Transfers made after the third (3rd) anniversary of the Closing) shall be completed or effective for any purpose unless the following conditions are satisfied: (a) prior thereto: (i) the Transferor shall have provided The transferor and transferee execute and deliver to the Company, (x) at least ten (10) Business Days’ prior notice Company such documents and instruments of such Transfer, (y) a certificate of the Transferor, delivered with such notice, containing a statement that such Transfer is permitted under this Article II, and (z) such other information and documents conveyance as may be reasonably requested by necessary or appropriate in the opinion of counsel to the Company in order for it to determine whether effect such Transfer is permitted under this Article II; (ii) and the Transferee shall have executed transferee executes and delivered delivers to the Company a written undertaking substantially joinder to this Agreement in a form reasonably satisfactory to the form required under the Shareholders Agreement, pursuant to which such Transferee agrees (x) Company to be bound by the terms and conditions of this Agreement to the Shareholders Agreement and (y) same extent that the shares acquired by it shall be subject to transferring Member was so bound. In all cases, the terms of the Shareholders Agreement, and the Transferee shall furnish copies of all share certificates effecting the Transfer and such other certificates, instruments and documents as transferor and/or transferee must reimburse the Company may request; and (iii) for all necessary third party consents to costs and expenses that the Transfer shall have been obtained;Company incurs in connection with such Transfer. (b) such Transferee The transferor and transferee must furnish the Company with the transferee’s taxpayer identification number, sufficient information to determine the transferee’s initial tax basis in the Units transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally-required information statements or returns. Without limiting the generality of the foregoing, the Company is not a competitor of required to make any distribution otherwise provided for in this Agreement with respect to any transferred Units until the Company and its subsidiaries, as determined in the reasonable discretion of the Board of Directors; provided that any private equity fund or other financial investor shall not be deemed to be a competitor of the Company;has received such information. (c) such The Transfer would not violate not, in the Securities Act or any state securities or “blue sky” Laws applicable to opinion of counsel chosen by the Company, result in the termination of the Company or within the shares to be Transferred;meaning of Section 708 of the Code. (d) The Units to be Transferred must be registered under the Securities Act and any applicable state securities Laws, or, unless waived by the non-transferring Members, the transferor must provide to the Company an opinion of counsel, which opinion and counsel must be reasonably satisfactory to the non-transferring Member, to the effect that such Transfer is exempt from registration under the Securities Act and any other applicable state securities Laws. (e) In the case of a Transfer to a Tier I Competitor, the non-Transferring Member must consent to such Transfer. (f) All Gaming Approvals required under Gaming Laws to effect a Transfer must be obtained prior to such Transfer. (g) Notwithstanding anything to the contrary in this Agreement, no Member shall not impose liability be permitted to Transfer its Units or reporting obligations on any portion thereof to the extent such Transfer would be in violation of applicable Law (including securities laws and regulations and all Gaming Laws) or would cause a default under any agreement or instrument to which the Company or any member in any jurisdiction, whether domestic Subsidiary is a party or foreign, or result in the Company or any member becoming subject to the jurisdiction of any Governmental Authority anywhere, other than the Governmental Authorities to by which the Company it is then subject to such liability, reporting obligation or jurisdiction; and (e) such Transfer shall not, in the Board of Directors’ sole discretion, have the effect of requiring the Company to, upon the consummation of such Transfer, register the shares under Section 12(g) of the Exchange Act; provided, however, that the provisions of (i) Section 3(a) through Section 3(e) shall not apply to a Transfer in connection with a Company Sale, in the IPO or in connection with the liquidation, winding-up or dissolution of the Company and (ii) Section 3(b) shall not apply to an Executive Transfer or a Transfer subject to, or in accordance with, Section 6 (Tag-Along Rights) or Section 7 (Drag-Along Rights)bound.