Common use of First Five Years Clause in Contracts

First Five Years. Prior to the fifth anniversary of the Closing Date, no Shareholder shall sell, gift, exchange, assign, create any Encumbrance or otherwise dispose of (whether by operation of Law or otherwise) (each a “transfer”) any Shares, except for (i) transfers to a Permitted Transferee pursuant to Section 2.2, or (ii) transfers pursuant to Section 5.1. A changeChange in controlControl of a Shareholder shall be deemed a transfer of all of the Shares held by such Shareholder; provided, however, that a changeChange in controlControl of a SPE Shareholder shall only be deemed a transfer of Shares under this Section 2.1 if such SPE Shareholder does not hold any Assets other than Shares.

First Five Years. Prior to the fifth anniversary of the Closing Date, no Shareholder shall sell, gift, exchange, assign, create any Encumbrance or otherwise dispose of (whether by operation of Law or otherwise) (each a “transfer”) any Shares, except for (i) transfers to a Permitted Transferee pursuant to Section 2.2, or (ii) transfers pursuant to Section 5.1. A changeChange change in controlControl control of a Shareholder shall be deemed a transfer of all of the Shares held by such Shareholder; provided, however, that a changeChange change in controlControl control of a SPE Shareholder shall only be deemed a transfer of Shares under this Section 2.1 if such SPE Shareholder does not hold any Assets other than Shares.