Common use of Restriction on Transfers Clause in Contracts

Restriction on Transfers. Prior to the Stockholder Meeting, this Agreement and the obligations hereunder shall attach to the Stockholder's Shares and shall be binding upon any Person to which legal or Beneficial Ownership of such Shares shall pass, whether by operation of law or otherwise, including, without limitation, the Stockholder's heirs, guardians, administrators or successors. Prior to the Stockholder Meeting, the Stockholder shall not sell, agree to sell, make any proposal to sell, transfer, pledge, assign or otherwise dispose of (whether by operation of law or otherwise) (collectively, "Transfer"), or enter into any contract, option or other arrangement with respect to the Transfer of any of the Stockholder's Shares, unless as a condition of such Transfer the transferee agrees in writing to be bound by the terms and conditions of this Agreement. After the Stockholder Meeting and until the earliest of (x) the date upon which this Agreement terminates pursuant to Section 4, (y) the period ending on the fifth anniversary after the Closing Date, and (z) the date Purchaser and its successors and assigns no longer beneficially own in the aggregate more than fifty percent (50%) of the number of Initial Shares and Additional Shares originally issued to Purchaser, the Stockholder shall not Transfer any of the Stockholder's Shares, unless (i) such Transfer is permitted by Section 3(e), and (ii) if such Transfer is made to a Related Party, as a condition of such Transfer the transferee agrees in writing to be bound by the terms and conditions of this Agreement.

Restriction on Transfers. Prior (a) Notwithstanding anything else to the contrary in this Agreement, no Stockholders may, directly or indirectly, Transfer any Company Capital Stock legally or beneficially owned by them other than: (i) in a Permitted Transfer to such Stockholder’s Permitted Transferees; (ii) pursuant to the IPO; (iii) de minimis Transfers by Univar NV, a CD&R Investor Party, Temasek Investor, a ▇▇▇▇▇▇▇ ▇▇▇▇▇ Investor, a Mezzanine Investor or their respective Permitted Transferees constituting (together with any other de minimis Transfers previously made by any such Stockholder Meeting(for purposes of this Section 4.01(a)(iii), this Agreement the CD&R Investor Parties shall be regarded as one Stockholder and the obligations hereunder ▇▇▇▇▇▇▇ Sachs Investors shall attach be regarded as one Stockholder) and its Permitted Transferees pursuant to this clause, and taking into account any stock split, combination, reclassification or similar transaction) no more than 1% of the outstanding Shares per calendar year; (iv) solely with respect to GSO Fund, a pledge of Company Capital Stock solely in connection with a fund level financing of GSO Fund where assets of GSO Fund are pledged; provided that the pledgee shall have delivered an executed Accession Agreement to the Stockholder's Shares Company which shall become effective immediately upon the foreclosure of any amount of pledged Company Capital Stock; (v) with the prior written consent of the Coordination Committee and shall be binding upon any Person subject to which legal or Beneficial Ownership compliance with applicable securities laws and Section 5.01; (vi) with respect to Temasek Investor, when it ceases to own at least 10% of such Shares shall pass, whether by operation of law or otherwise, includingthe outstanding Shares, without limitation, the Stockholder's heirs, guardians, administrators or successors. Prior subject to the Stockholder Meeting, the Stockholder shall not sell, agree to sell, make any proposal to sell, transfer, pledge, assign or otherwise dispose of compliance with applicable securities laws; (whether by operation of law or otherwisevii) (collectively, "Transfer"), or enter into any contract, option or other arrangement with respect to the Transfer Mezzanine Investors, at such time as the Coordination Committee is dissolved in accordance with Section 5.01, without limitation, subject to compliance with applicable securities laws; or (vii) at such time as the Coordination Committee is dissolved in accordance with Section 5.01, pursuant to the exercise of any of the Stockholder's Shares, unless as a condition of such Transfer the transferee agrees in writing to be bound registration rights or other rights granted by the terms and conditions of this Agreement. After the Stockholder Meeting and until the earliest of (x) the date upon which this Agreement terminates pursuant to Section 4, (y) the period ending on the fifth anniversary after the Closing Date, and (z) the date Purchaser and its successors and assigns no longer beneficially own in the aggregate more than fifty percent (50%) of the number of Initial Shares and Additional Shares originally issued to Purchaser, the Stockholder shall not Transfer any of the Stockholder's Shares, unless (i) such Transfer is permitted by Section 3(e), and (ii) if such Transfer is made to a Related Party, as a condition of such Transfer the transferee agrees in writing to be bound by the terms and conditions of this Agreement.

Restriction on Transfers. Prior (a) Notwithstanding anything else to the contrary in this Agreement, no Stockholders may, directly or indirectly, Transfer any Company Capital Stock legally or beneficially owned by them other than: (i) in a Permitted Transfer to such Stockholder’s Permitted Transferees; (ii) pursuant to the IPO; (iii) de minimis Transfers by Univar NV, a CD&R Investor Party, Temasek Investor, a ▇▇▇▇▇▇▇ ▇▇▇▇▇ Investor, a Mezzanine Investor or their respective Permitted Transferees constituting (together with any other de minimis Transfers previously made by any such Stockholder Meeting(for purposes of this Section 4.01(a)(iii), this Agreement the CD&R Investor Parties shall be regarded as one Stockholder and the obligations hereunder ▇▇▇▇▇▇▇ Sachs Investors shall attach be regarded as one Stockholder) and its Permitted Transferees pursuant to this clause, and taking into account any stock split, combination, reclassification or similar transaction) no more than 1% of the outstanding Shares per calendar year; (iv) solely with respect to GSO Fund, a pledge of Company Capital Stock solely in connection with a fund level financing of GSO Fund where assets of GSO Fund are pledged; provided that the pledgee shall have delivered an executed Accession Agreement to the Stockholder's Shares Company which shall become effective immediately upon the foreclosure of any amount of pledged Company Capital Stock; (v) with the prior written consent of the Coordination Committee and shall be binding upon any Person subject to which legal or Beneficial Ownership compliance with applicable securities laws and Section 5.01; (vi) with respect to Temasek Investor, when it ceases to own at least 7.5%1 of such Shares shall pass, whether by operation of law or otherwise, includingthe outstanding Shares, without limitation, the Stockholder's heirs, guardians, administrators or successors. Prior subject to the Stockholder Meeting, the Stockholder shall not sell, agree to sell, make any proposal to sell, transfer, pledge, assign or otherwise dispose of compliance with applicable securities laws; (whether by operation of law or otherwisevii) (collectively, "Transfer"), or enter into any contract, option or other arrangement with respect to the Transfer Mezzanine Investors, at such time as the Coordination Committee is dissolved in accordance with Section 5.01, without limitation, subject to compliance with applicable securities laws; or (vii) at such time as the Coordination Committee is dissolved in accordance with Section 5.01, pursuant to the exercise of any of the Stockholder's Shares, unless as a condition of such Transfer the transferee agrees in writing to be bound registration rights or other rights granted by the terms and conditions of this Agreement. After the Stockholder Meeting and until the earliest of (x) the date upon which this Agreement terminates pursuant to Section 4, (y) the period ending on the fifth anniversary after the Closing Date, and (z) the date Purchaser and its successors and assigns no longer beneficially own in the aggregate more than fifty percent (50%) of the number of Initial Shares and Additional Shares originally issued to Purchaser, the Stockholder shall not Transfer any of the Stockholder's Shares, unless (i) such Transfer is permitted by Section 3(e), and (ii) if such Transfer is made to a Related Party, as a condition of such Transfer the transferee agrees in writing to be bound by the terms and conditions of this Agreement. 1 Note: If Temasek Investor makes a $500 million investment, threshold will be 10% or more of the outstanding Shares.

Restriction on Transfers. Prior to the Stockholder Meeting, this Agreement and the obligations hereunder shall attach to the Stockholder's Shares and shall be binding upon any Person to which legal or Beneficial Ownership of such Shares shall pass, whether by operation of law or otherwise, including, without limitation, the Stockholder's heirs, guardians, administrators or successors. Prior to the Stockholder Meeting, Meeting the Stockholder shall not sell, agree to sell, make any proposal to sell, transfer, pledge, assign or otherwise dispose of (whether by operation of law or otherwise) (collectively, "Transfer"), or enter into any contract, option or other arrangement with respect to the Transfer of any of the Stockholder's Shares, unless as a condition of such Transfer the transferee agrees in writing to be bound by the terms and conditions of this Agreement. After the Stockholder Meeting and until the earliest of (x) the date upon which this Agreement terminates pursuant to Section 4, (y) the period ending on the fifth anniversary after the Closing Date, and (z) the date Purchaser and its successors and assigns no longer beneficially own in the aggregate more than fifty percent (50%) of the number of Initial Shares and Additional Shares originally issued to Purchaser, the Stockholder shall not Transfer any of the Stockholder's Shares, unless (i) such Transfer is permitted by Section 3(e), and (ii) if such Transfer is made to a Related Party, as a condition of such Transfer the transferee agrees in writing to be bound by the terms and conditions of this Agreement.

Restriction on Transfers. Prior (a) Notwithstanding anything else to the contrary in this Agreement, no Stockholders may, directly or indirectly, Transfer any Company Capital Stock legally or beneficially owned by them other than: (i) in a Permitted Transfer to such Stockholder’s Permitted Transferees; (ii) pursuant to the IPO; (iii) de minimis Transfers by Univar NV, a CD&R Investor Party, Temasek Investor, a ▇▇▇▇▇▇▇ ▇▇▇▇▇ Investor, a Mezzanine Investor or their respective Permitted Transferees constituting (together with any other de minimis Transfers previously made by any such Stockholder Meeting(for purposes of this Section 4.01(a)(iii), this Agreement the CD&R Investor Parties shall be regarded as one Stockholder and the obligations hereunder ▇▇▇▇▇▇▇ Sachs Investors shall attach be regarded as one Stockholder) and its Permitted Transferees pursuant to this clause, and taking into account any stock split, combination, reclassification or similar transaction) no more than 1% of the outstanding Shares per calendar year; (iv) solely with respect to GSO Fund, a pledge of Company Capital Stock solely in connection with a fund level financing of GSO Fund where assets of GSO Fund are pledged; provided that the pledgee shall have delivered an executed Accession Agreement to the Stockholder's Shares Company which shall become effective immediately upon the foreclosure of any amount of pledged Company Capital Stock; (v) with the prior written consent of the Coordination Committee and shall be binding upon any Person subject to which legal or Beneficial Ownership compliance with applicable securities laws and Section 5.01; (vi) with respect to Temasek Investor, when it ceases to own at least 7.5%(1) of such Shares shall pass, whether by operation of law or otherwise, includingthe outstanding Shares, without limitation, the Stockholder's heirs, guardians, administrators or successors. Prior subject to the Stockholder Meeting, the Stockholder shall not sell, agree to sell, make any proposal to sell, transfer, pledge, assign or otherwise dispose of compliance with applicable securities laws; (whether by operation of law or otherwisevii) (collectively, "Transfer"), or enter into any contract, option or other arrangement with respect to the Transfer Mezzanine Investors, at such time as the Coordination Committee is dissolved in accordance with Section 5.01, without limitation, subject to compliance with applicable securities laws; or (vii) at such time as the Coordination Committee is dissolved in accordance with Section 5.01, pursuant to the exercise of any of the Stockholder's Shares, unless as a condition of such Transfer the transferee agrees in writing to be bound registration rights or other rights granted by the terms and conditions of this Agreement. After the Stockholder Meeting and until the earliest of (x) the date upon which this Agreement terminates pursuant to Section 4, (y) the period ending on the fifth anniversary after the Closing Date, and (z) the date Purchaser and its successors and assigns no longer beneficially own in the aggregate more than fifty percent (50%) of the number of Initial Shares and Additional Shares originally issued to Purchaser, the Stockholder shall not Transfer any of the Stockholder's Shares, unless (i) such Transfer is permitted by Section 3(e), and (ii) if such Transfer is made to a Related Party, as a condition of such Transfer the transferee agrees in writing to be bound by the terms and conditions of this Agreement.