Common use of Restriction on Transfer of Securities Clause in Contracts

Restriction on Transfer of Securities. (a) Each of the Purchasers and GAP 74 hereby agrees not to, directly or indirectly, sell, offer, contract or grant any option to sell (including without limitation any short sale), pledge, transfer, establish an open "put equivalent position" within the meaning of Rule 16a-1(h) under the Exchange Act or otherwise dispose (each, a "Transfer") of, any Restricted Shares prior to the first anniversary of the Closing Date, except (i) GAP LP, GAP Coinvestment, GapStar, GMBH Coinvestment and GAP 74 may Transfer, in the aggregate, so many Restricted Shares in any three month period as would be permitted pursuant to Rule 144(e)(1)(i) promulgated by the Commission under the Securities Act (as in effect on the date hereof) whether or not Rule 144(e)(1)(i) is applicable and whether or not the other conditions set forth in Rule 144 are satisfied, (ii) PVC, ComVest, Shea and Priddy may Transfer, in the aggregate, so many Restricted ▇▇▇res i▇ ▇▇▇ three month period as would be permitted pursuant to Rule 144(e)(1)(i) promulgated by the Commission under the Securities Act (as in effect on the date hereof) whether or not Rule 144(e)(1)(i) is applicable and whether or not the other conditions set forth in Rule 144 are satisfied, (iii) to a Permitted Transferee in accordance with clause (b) of this Section 8.5 who enters into a written joinder agreement reasonably acceptable to the Company acknowledging that such Permitted Transferee is acquiring the Restricted Shares subject to the obligations and restrictions set forth in this Agreement with respect to such Restricted Shares, (iv) in connection with a Sale Transaction and (v) any Transfer which has been approved in advance by the Board of Directors. For the avoidance of doubt, any Transfer of Restricted Shares pursuant to any of the foregoing clauses (i) through (v) shall be without duplication of any Transfer of Restricted Shares pursuant to any other of the foregoing clauses (i) through (v). The Company may neither waive the foregoing restrictions on Transfer with respect to any of GAP LP, GAP Coinvestment, GapStar, GMBH Coinvestment or GAP 74 without similarly waiving the foregoing restrictions on Transfer with respect to PVC, ComVest, Shea or Priddy (allocated among such parties as such parties shall ▇▇▇ee) ▇▇▇ ▇▇ive the foregoing restrictions on Transfer with respect to PVC, ComVest, Shea or Priddy without similarly waiving the foregoing restriction▇ ▇▇ Tra▇▇▇▇▇ with respect to GAP LP, GAP Coinvestment, GapStar, GMBH Coinvestment or GAP 74 (allocated among such parties as such parties shall agree). (b) Notwithstanding anything to the contrary contained in this Agreement, at any time, (i) each of the Purchasers who is an individual may Transfer all or any portion of his or its Restricted Shares to or among (x) a member of such Purchaser's immediate family, which shall include his spouse, siblings, children or grandchildren ("Family Members") or (y) a trust, corporation, partnership or limited liability company, all of the beneficial interests in which shall be held by such Purchaser or one or more Family Members of such Purchaser; provided, however, that during the period that any such trust, corporation, partnership or limited liability company holds any right, title or interest in any Restricted Shares, no Person other than such Purchaser or one of more Family Members of such Purchaser may be or may become beneficiaries, stockholders, limited or general partners or members thereof, (ii) (A) each of the Purchasers may Transfer all or any portion of its Restricted Shares to any of its Affiliates, (B) GapStar may pledge and grant a security interest in all or any portion of its Restricted Shares to a lender to secure its obligations under a bona fide loan made to acquire such Restricted Shares and (C) PVC may Transfer all or any portion of its Restricted Shares to its members (the Persons referred to in the preceding clauses (i) and (ii) are each referred to hereinafter as a "Permitted Transferee"). A Permitted Transferee of Restricted Shares pursuant to this Section 8.5(b) may Transfer its Restricted Shares pursuant to this Section 8.5(b) only to the transferor Purchaser or to a Person that is a Permitted Transferee of such transferor Purchaser. No Purchaser shall avoid the provisions of this Agreement by making one or more Transfers to one or more Permitted Transferees and then disposing of all or any portion of such party' s interest in any such Permitted Transferee, and any Transfer or attempted Transfer in violation of this covenant shall be null and void ab initio.

Restriction on Transfer of Securities. (a) Each of the Purchasers and GAP 74 hereby agrees not to, directly or indirectly, sell, offer, contract or grant any option to sell (including without limitation any short sale), pledge, transfer, establish an open "put equivalent position" within the meaning of Rule 16a-1(h) under the Exchange Act or otherwise dispose (each, a "TransferTRANSFER") of, any Restricted Shares prior to the first anniversary of the Closing Date, except (i) GAP LP, GAP Coinvestment, GapStar, GMBH Coinvestment and GAP 74 may Transfer, in the aggregate, so many Restricted Shares in any three month period as would be permitted pursuant to Rule 144(e)(1)(i) promulgated by the Commission under the Securities Act (as in effect on the date hereof) whether or not Rule 144(e)(1)(i) is applicable and whether or not the other conditions set forth in Rule 144 are satisfied, (ii) PVC, ComVest, Shea and Priddy may Transfer, in the aggregate, so many Restricted Sha▇▇▇ in an▇ ▇▇▇res i▇ ▇▇▇ three e month period as would be permitted pursuant to Rule 144(e)(1)(i) promulgated by the Commission under the Securities Act (as in effect on the date hereof) whether or not Rule 144(e)(1)(i) is applicable and whether or not the other conditions set forth in Rule 144 are satisfied, (iii) to a Permitted Transferee in accordance with clause (b) of this Section 8.5 who enters into a written joinder agreement reasonably acceptable to the Company acknowledging that such Permitted Transferee is acquiring the Restricted Shares subject to the obligations and restrictions set forth in this Agreement with respect to such Restricted Shares, (iv) in connection with a Sale Transaction and (v) any Transfer which has been approved in advance by the Board of Directors. For the avoidance of doubt, any Transfer of Restricted Shares pursuant to any of the foregoing clauses (i) through (v) shall be without duplication of any Transfer of Restricted Shares pursuant to any other of the foregoing clauses (i) through (v). The Company may neither waive the foregoing restrictions on Transfer with respect to any of GAP LP, GAP Coinvestment, GapStar, GMBH Coinvestment or GAP 74 without similarly waiving the foregoing restrictions on Transfer with respect to PVC, ComVest, Shea or Priddy (allocated among such parties as such parties shall agr▇▇) nor ▇▇▇ee) ▇▇▇ ▇▇ive the foregoing restrictions on Transfer with respect to PVC, ComVest, Shea or Priddy without similarly waiving the foregoing restrictionrestrictions on ▇▇▇nsfe▇ ▇▇ Tra▇▇▇▇▇ with respect to GAP LP, GAP Coinvestment, GapStar, GMBH Coinvestment or GAP 74 (allocated among such parties as such parties shall agree). (b) Notwithstanding anything to the contrary contained in this Agreement, at any time, (i) each of the Purchasers who is an individual may Transfer all or any portion of his or its Restricted Shares to or among (x) a member of such Purchaser's immediate family, which shall include his spouse, siblings, children or grandchildren ("Family MembersFAMILY MEMBERS") or (y) a trust, corporation, partnership or limited liability company, all of the beneficial interests in which shall be held by such Purchaser or one or more Family Members of such Purchaser; providedPROVIDED, howeverHOWEVER, that during the period that any such trust, corporation, partnership or limited liability company holds any right, title or interest in any Restricted Shares, no Person other than such Purchaser or one of more Family Members of such Purchaser may be or may become beneficiaries, stockholders, limited or general partners or members thereof, (ii) (A) each of the Purchasers may Transfer all or any portion of its Restricted Shares to any of its Affiliates, (B) GapStar may pledge and grant a security interest in all or any portion of its Restricted Shares to a lender to secure its obligations under a bona fide loan made to acquire such Restricted Shares and (C) PVC may Transfer all or any portion of its Restricted Shares to its members (the Persons referred to in the preceding clauses (i) and (ii) are each referred to hereinafter as a "Permitted TransfereePERMITTED TRANSFEREE"). A Permitted Transferee of Restricted Shares pursuant to this Section 8.5(b) may Transfer its Restricted Shares pursuant to this Section 8.5(b) only to the transferor Purchaser or to a Person that is a Permitted Transferee of such transferor Purchaser. No Purchaser shall avoid the provisions of this Agreement by making one or more Transfers to one or more Permitted Transferees and then disposing of all or any portion of such party' s interest in any such Permitted Transferee, and any Transfer or attempted Transfer in violation of this covenant shall be null and void ab initioAB INITIO.