Common use of Proposed Transfers Clause in Contracts

Proposed Transfers. At least 30 days prior to any Transfer of Stockholder Shares by the Investor or the Investor’s Permitted Transferee (other than to a Permitted Transferee, to a member of the Company’s management team or pursuant to a Public Sale) (an “Investor Transfer”), the Investor or Investor’s Permitted Transferee, as applicable (the “Transferring Stockholder”) shall deliver a written notice (the “Sale Notice”) to the Company and all other Stockholders (the “Non-Transferring Stockholders”) specifying in reasonable detail the identity of the prospective transferee(s), the number of Stockholder Shares to be transferred, the price per share of the Stockholder Shares being transferred, any known liens and encumbrances to which the Stockholder Shares being Transferred will be subject and the other terms and conditions of the Investor Transfer. The Non-Transferring Stockholders may elect to participate in the contemplated Investor Transfer at the same price per share (whether voting or non-voting stock) and on the same terms by delivering written notice to the Transferring Stockholder within 30 days after delivery of the Sale Notice. If any Non-Transferring Stockholder elects to participate in such Investor Transfer, the Transferring Stockholder and such Non-Transferring Stockholder shall be entitled to sell in the contemplated Investor Transfer, at the same price and on the same terms, a number of Stockholder Shares equal to the product of (i) the quotient determined by dividing the percentage of Stockholder Shares owned by such Person by the aggregate percentage of Stockholder Shares owned by the Transferring Stockholder and the Non-Transferring Stockholders participating in such sale and (ii) the number of Stockholder Shares to be sold in the contemplated Investor Transfer. For example, if the Sale Notice contemplated a sale of 100 Stockholder Shares by the Transferring Stockholder, and if the Transferring Stockholder at such time owns 30% of all Stockholder Shares and if one Non-Transferring Stockholder elects to participate and owns 20% of all Stockholder Shares, the Transferring Stockholder would be entitled to sell 60 shares (30% ÷ 50% x 100 shares) and the Non-Transferring Stockholder would be entitled to sell 40 shares (20% ÷ 50% x 100 shares). No Transferring Stockholder shall Transfer any of its Stockholder Shares to any prospective transferee if such prospective transferee(s) declines to allow the participation of the Non-Transferring Stockholders and any such purported Transfer shall be null and void.

Proposed Transfers. At least 30 10 days prior to any Transfer in any one transaction or a series of related transactions of Stockholder Shares by the any Investor or the Investor’s Permitted Transferee (other than (i) to a Permitted TransfereeTransferee of any Investor, to a member of the Company’s management team or (ii) pursuant to a Public Sale, an Approved Pledge, an Approved Redemption hereof, (iii) to any current or former officer, employee, manager, director, member, partner or co-investor of any Investor or its Affiliates, (iv) of up to an aggregate (in all such Transfers other than Transfers described in the foregoing clauses (i) through (iii)) of up to 10% of each class of Stockholder Shares held by the Investors as of the Effective Date (as adjusted for stock splits, stock dividends, share combinations and the like) or (v) to a Syndication Partner (as defined in the Pizza Hut Consent and Amendment) in compliance with the terms of the Pizza Hut Consent Amendment (an “Investor Transfer”)), the Investor or Investor’s Permitted Transferee, as applicable proposing to make such Transfer (the “Transferring Stockholder”) shall deliver a written notice (the “Sale Notice”) to the Company and all other Stockholders (the “Non-Transferring Stockholders”) and the Company specifying in reasonable detail the identity of the prospective transferee(sTransferee(s), the number of Stockholder Shares to be transferredTransferred, the class or classes of Stockholder Shares to be Transferred, the applicable price per share of each such class of the Stockholder Shares being transferredTransferred, any known liens and encumbrances to which the Stockholder Shares being Transferred will be subject and the other terms and conditions of the contemplated Investor Transfer. The In the event any Non-Transferring Stockholders Stockholder holds the same class or series of Stockholder Shares being Transferred in the contemplated Investor Transfer, such Non-Transferring Stockholder may elect to participate in the contemplated Investor Transfer at the same price per share (whether voting or non-voting stock) of the respective class of stock and on the same terms by delivering written notice to the Transferring Stockholder within 30 10 days after delivery of the Sale Notice; provided that if the Transferring Stockholder intends to Transfer Stockholder Shares of more than one class or series in the contemplated Investor Transfer, each Non-Transferring Stockholder electing to participate must participate in all such Transfers (to the extent such Non-Transferring Stockholder holds such other class or series). The failure by any Non-Transferring Stockholder to deliver any such written notice within such 10-day period shall be deemed to be an election by such Stockholder not to exercise its participation rights under this Section 5. If any Non-Transferring Stockholder elects to participate in such Investor Transfer, the Transferring Stockholder and such Non-Transferring Stockholder (each, a “Tag-Along Stockholder”) shall be entitled to sell Transfer in the contemplated Investor Transfer, at the same price and on the same termsterms as the Transferring Stockholder, a number (which shall be determined on a class by class basis) of the applicable Stockholder Shares owned by such Tag-Along Stockholder (other than Restricted Stock) equal to the product of (i) the quotient determined by dividing the percentage of such class of Stockholder Shares (other than Restricted Stock) owned by such Person by the aggregate percentage of such class of Stockholder Shares (other than Restricted Stock) owned by the Transferring Stockholder and the Non-Transferring Stockholders participating in such sale and (ii) the aggregate number of Stockholder Shares of such class to be sold in the contemplated Investor Transfer. For exampleTransfer (in each case, if assuming the Sale Notice contemplated a sale of 100 Stockholder Shares by the Transferring Stockholderconversion, and if the Transferring Stockholder at such time owns 30% exchange or exercise of all Stockholder Shares and if one Non-Transferring Stockholder elects to participate and owns 20% of all vested securities convertible into or exchangeable or exercisable for Stockholder Shares, but excluding any Restricted Stock); provided that, for purposes of this Section 5(a), the Transferring Stockholder would be entitled to sell 60 shares (30% ÷ 50% x 100 shares) and the Non-Transferring Stockholder would be entitled to sell 40 shares (20% ÷ 50% x 100 shares). No Transferring Stockholder shall Transfer proportionate ownership of any class or series of its Stockholder Shares to any prospective transferee if such prospective transferee(s) declines to allow the participation of the Non-Transferring Stockholders and any such purported Transfer Preferred Stock shall be null determined based on the liquidation value thereof, plus all accumulated and voidunpaid dividends thereon.