Common use of Restrictions on Dispositions Clause in Contracts

Restrictions on Dispositions. During the Standstill Period, Shareholder shall not, and shall cause its Controlled Affiliates not to, directly or indirectly (including, without limitation, through the disposition or transfer of control of another Person), sell, assign, donate, transfer, pledge, hypothecate, grant any option with respect to or otherwise dispose of any interest in (or enter into an agreement or understanding with respect to the foregoing) any Voting Securities (a "Disposition"), except as set forth below in this Section 4.1; provided, however, that the restrictions set forth in Sections 4.1 through 4.4 shall not apply to Shareholder if a Bankruptcy Event has occurred during the Standstill Period. Without limiting the generality of the foregoing, any sale of securities of Shareholder or any of its Controlled Affiliates which is currently (or following the passage of time, the occurrence of any event or the giving of notice), directly or indirectly, exchangeable or exercisable for, or convertible into, any Voting Securities shall constitute a Disposition of such Voting Securities. (a) Dispositions may be made to a Controlled Affiliate of Shareholder; provided, that such Controlled Affiliate agrees in writing to be bound by this Agreement to the same extent as Shareholder. (b) Dispositions of Voting Securities may be made pursuant to a bona fide public offering in a firm commitment or best efforts underwriting managed by a United States nationally recognized underwriter, effected in accordance with the registration rights provisions in Article 5 and which provides for a widely distributed public offering in accordance therewith (an "Underwritten Offering"); provided, that, prior to any such Disposition, Shareholder and its Controlled Affiliates shall have complied with the provisions of Section 4.2 or Section 4.3 hereof, as the case may be; provided, further, that such Dispositions shall not be made to any Person who or which, together with such Person's Affiliates and the members of any Group existing with respect to Voting Securities of which such Person is a part (any such Person and its Affiliates and Group members being collectively referred to herein as a "Purchasing Person"), would immediately thereafter, to the knowledge of Shareholder, any of its Controlled Affiliates, or the managing underwriter(s) beneficially own Voting Securities representing three and one-half percent (3.5%) or more of the Total Voting Power. (c) Dispositions of Voting Securities may be made pursuant to sales effected in accordance with Rule 144 under the Securities Act (or any successor rule) (a "Rule 144 Sale"); provided that, prior to any such Disposition, Shareholder and its Controlled Affiliates shall have complied with the provisions of Section 4.2 or Section 4.3 hereof, as the case may be; provided, further, that such Dispositions shall not be made to any Purchasing Person who or which would immediately thereafter, to the knowledge of Shareholder, any of its Controlled Affiliates, or Shareholder's broker, beneficially own Voting Securities representing three and one-half percent (3.5%) or more of the Total Voting Power. (d) Dispositions may be made to any Purchasing Person (other than pursuant to a tender or exchange offer) that would, following such sale, beneficially own no more than three and one-half percent (3.5%) of the Total Voting Power (a "Private Sale") (and such Purchasing Person shall have provided a certificate to such effect); provided that prior to such Disposition, Shareholder shall have complied with the provisions of Section 4.2 or Section 4.3 hereof, as the case may be. (e) Dispositions may be made to the Company in accordance with Sections 4.2 and 4.3 hereof. (f) Dispositions may be made pursuant to a tender offer or exchange offer or any other transaction with a third party (a "Third Party Offeror") which is recommended to the shareholders of the Company generally by at least a majority of the Continuing Directors of the Company. "Continuing Director" shall mean a member of the Board of Directors of the Company who is not a Third Party Offeror or an Affiliate of a Third Party Offeror (or a representative or nominee of a Third Party Offeror or any such Affiliate) and who either (i) was a member of the Board of Directors prior to the date hereof or (ii) subsequently became a director of the Company and whose election or nomination for election was approved or recommended by a vote of a majority of the Board of Directors of the Company, which majority included a majority of the Continuing Directors then on the Board of Directors.

Restrictions on Dispositions. During the Standstill Period, Shareholder shall not, and shall cause its Controlled Affiliates not to, directly or indirectly (including, without limitation, through the disposition or transfer of control of another Person), sell, assign, donate, transfer, pledge, hypothecate, grant any option with respect to or otherwise dispose of any interest in (or enter into an agreement or understanding with respect to the foregoing) any Voting Securities (a "Disposition"), except as set forth below in this Section 4.1; provided, however, that the restrictions set forth in Sections 4.1 through 4.4 shall not apply to Shareholder if a Bankruptcy Event has occurred during the Standstill Period. Without limiting the generality of the foregoing, any sale of securities of Shareholder or any of its Controlled Affiliates which is currently (or following the passage of time, the occurrence of any event or the giving of notice), directly or indirectly, exchangeable or exercisable for, or convertible into, any Voting Securities shall constitute a Disposition of such Voting Securities. (a) Dispositions Except for any Encumbrance created pursuant to the Membership Unit Pledge Agreement (as defined in the Indenture) and any Disposition pursuant to the terms thereof, all of which are hereby expressly approved by the Members, no Member shall Dispose of all or any part of such Member’s Units, except in compliance with this Agreement. Except as otherwise provided in this Agreement, a Member may Dispose of all or any portion of its Units only with the approval of the Board of Directors, which consent may be made to withheld by any member of the Board of Directors in such member’s sole and absolute discretion. The disposition of any Member’s Units, in whole or in part, whether or not in compliance with this Agreement, shall not release the Member making such Disposition from such Member’s obligations under this Agreement unless the transferee of such Units is unanimously approved as a Controlled Affiliate substituted Member by the other Members, which consent may be withheld by any Member in its sole and absolute discretion, and the transferee, in writing, assumes the obligations of Shareholder; provided, that the Member making such Controlled Affiliate Disposition and acknowledges and agrees in writing to be bound by this Agreement Agreement. Any Member who attempts to Dispose of such Member’s Units in violation of this Agreement, whether by operation of law or otherwise, shall be deemed to have become an Inactive Member and shall further be deemed to have granted the same extent as Shareholder. (b) Dispositions of Voting Securities may be made pursuant to a bona fide public offering in a firm commitment or best efforts underwriting managed by a United States nationally recognized underwriter, effected in accordance with the registration rights provisions in Article 5 and which provides for a widely distributed public offering in accordance therewith (an "Underwritten Offering"); provided, that, prior to any such Disposition, Shareholder and its Controlled Affiliates shall have complied with the provisions of Section 4.2 or Section 4.3 hereof, as the case may be; provided, further, that such Dispositions shall not be made to any Person who or which, together with such Person's Affiliates Company and the members of any Group existing with respect Members the option to Voting Securities of which purchase such Person is a part (any such Person and its Affiliates and Group members being collectively referred to herein as a "Purchasing Person"), would immediately thereafter, to the knowledge of Shareholder, any of its Controlled Affiliates, or the managing underwriter(s) beneficially own Voting Securities representing three and oneMember’s Units at seventy-half five percent (3.5%) or more of the Total Voting Power. (c) Dispositions of Voting Securities may be made pursuant to sales effected in accordance with Rule 144 under the Securities Act (or any successor rule) (a "Rule 144 Sale"); provided that, prior to any such Disposition, Shareholder and its Controlled Affiliates shall have complied with the provisions of Section 4.2 or Section 4.3 hereof, as the case may be; provided, further, that such Dispositions shall not be made to any Purchasing Person who or which would immediately thereafter, to the knowledge of Shareholder, any of its Controlled Affiliates, or Shareholder's broker, beneficially own Voting Securities representing three and one-half percent (3.5%) or more of the Total Voting Power. (d) Dispositions may be made to any Purchasing Person (other than pursuant to a tender or exchange offer) that would, following such sale, beneficially own no more than three and one-half percent (3.575%) of the Total Voting Power Contract Price, subject to the terms (other than the purchase price) of Section 15.1(b). The approved Disposition pursuant to this Section 15.3 shall confer upon the transferee the right to become a "Private Sale"substituted Member, in the following manner and subject to the following conditions (any or all of which may be waived by the unanimous consent of the Members): (i) Each Disposition shall be effective as of the day that the Members approve the Disposition; (ii) No Disposition will be effective if the Disposition would, in the opinion of counsel to the Company (or other counsel acceptable to the Members), contravene the then applicable rules of any Governmental Authority; (iii) No Disposition to a minor or incompetent shall be effective in any respect, except that this limitation shall not apply to a Disposition in trust for the benefit of a minor or in custodianship under the Uniform Transfers to Minors Act or similar legislation; (iv) Each transferee that is not a previously approved Member shall, in writing, ratify and such Purchasing Person agree to be bound by the terms of this Agreement; (v) The Board of Directors shall have provided received a certificate copy of the instrument pursuant to such effect); provided that prior which the Disposition is effected; (vi) The Board of Directors shall have received an instrument, executed by the Member making the Disposition and the transferee, containing the following information, commitments and agreements, to such the extent they are not contained in the instrument described in Section l5.3(a)(v): (A) The notice address of the transferee; (B) After giving effect to the Disposition, Shareholder shall have complied with the provisions commitments of Section 4.2 or Section 4.3 hereofthe new Member to make Capital Contributions, as the case may be. (e) Dispositions may be made if any, to the Company in accordance with Sections 4.2 and 4.3 hereof.this Agreement; and (fC) Dispositions may be Representations and warranties by the Member making the Disposition and the transferee that the Disposition and admission are being made in accordance with all applicable Laws; and (vii) A favorable opinion of legal counsel reasonably acceptable to the Members, to the effect that the Disposition and admission (A) are being made pursuant to a tender offer or exchange offer or any other transaction valid exemption from registration under the Securities Act of 1933 and applicable state securities laws and in accordance with a third party those laws, and (a "Third Party Offeror"B) which in the event there is recommended more than one (1) Member, would not result in the Company being considered to have been terminated within the shareholders meaning of the Company generally by at least a majority Code. (b) The transferee of the Continuing Directors of the Company. "Continuing Director" shall mean a member of the Board of Directors of the Company Units who is not approved as a Third Party Offeror or substituted Member by the remaining Members shall be deemed to be an Affiliate Inactive Member. Such Disposition merely entitles the transferee to receive the share of a Third Party Offeror any distributions to which the Member making the Disposition would otherwise be entitled, and the transferee shall have only those rights specified in the Act (or a representative or nominee of a Third Party Offeror or any as limited by this Agreement), and the Member making the Disposition shall remain liable for such Affiliate) and who either (i) was a member of the Board of Directors prior to the date hereof or (ii) subsequently became a director of the Company and whose election or nomination for election was approved or recommended by a vote of a majority of the Board of Directors of the CompanyMember’s obligations, which majority included a majority of the Continuing Directors then on the Board of Directorsif any, under this Agreement.

Restrictions on Dispositions. During the Standstill Period, Shareholder shall not, and shall cause its Controlled Affiliates not to, directly or indirectly (including, without limitation, through the disposition or transfer of control of another Person), sell, assign, donate, transfer, pledge, hypothecate, grant any option with respect to or otherwise dispose of any interest in (or enter into an agreement or understanding with respect to the foregoing) any Voting Securities (a "Disposition"), except as set forth below in this Section 4.1; provided, however, that the restrictions set forth in Sections 4.1 through 4.4 shall not apply to Shareholder if a Bankruptcy Event has occurred during the Standstill Period. Without limiting the generality of the foregoing, any sale of securities of Shareholder or any of its Controlled Affiliates which is currently (or following the passage of time, the occurrence of any event or the giving of notice), directly or indirectly, exchangeable or exercisable for, or convertible into, any Voting Securities shall constitute a Disposition of such Voting Securities. (a) Dispositions No Member shall Dispose of all or any part of such Member’s Units, except in compliance with this Agreement. Except as otherwise provided in this Agreement, a Member may be made Dispose of all or any portion of its Units only with the consent of Members owning a majority of the Units entitled to vote. The Disposition of any Member’s Units, in whole or in part, whether or not in compliance with this Agreement shall not release the Member making such Disposition from such Member’s obligations under this Agreement unless the transferee of such Units is approved as a Controlled Affiliate substituted Member by Members holding a majority of Shareholder; providedUnits entitled to vote, that such Controlled Affiliate agrees and the transferee, in writing assumes the obligations of the Member making such Disposition and acknowledges and agrees to be bound by this Agreement Agreement. Any Member who attempts to Dispose of such Member’s Units in violation of this Agreement, whether by operation of law or otherwise, shall be deemed to have become an Inactive Member and shall further be deemed to have granted the Company and the remaining Members the option to purchase such Member’s Units at 75% of the Contract Price, subject to the same extent as Shareholder.terms (other than the purchase price) of Section 14.1(b). The approved Disposition pursuant to this Section 14.3 shall confer upon the transferee the right to become a substituted Member, in the following manner and subject to the following conditions (any or all of which may be waived by the consent of Members holding a majority of the Units entitled to vote): (bi) Dispositions Each Disposition shall be effective as of Voting Securities may the day that the Members approve the Disposition; (ii) No Disposition will be made effective if the Disposition would, in the opinion of counsel to the Company (or other counsel acceptable to the Members), contravene the then applicable rules of any Governmental Authority; (iii) No Disposition to a minor or incompetent shall be effective in any respect, except that this limitation shall not apply to a Disposition in trust for the benefit of a minor, or in custodianship under the Uniform Transfers to Minors Act or similar legislation; (iv) Each transferee that is not a previously approved Member shall, in writing, ratify and agree to be bound by the terms of this Agreement; (v) The Manager shall have received a copy of the instrument pursuant to a bona fide public offering in a firm commitment or best efforts underwriting managed by a United States nationally recognized underwriter, effected in accordance with which the registration rights provisions in Article 5 and which provides for a widely distributed public offering in accordance therewith Disposition is effected; (an "Underwritten Offering"); provided, that, prior to any such Disposition, Shareholder and its Controlled Affiliates vi) The Manager shall have complied with received an instrument, executed by the provisions of Section 4.2 or Section 4.3 hereof, as Member making the case may be; provided, further, that such Dispositions shall not be made to any Person who or which, together with such Person's Affiliates Disposition and the members of any Group existing with respect to Voting Securities of which such Person is a part (any such Person transferee, containing the following information, commitments and its Affiliates and Group members being collectively referred to herein as a "Purchasing Person"), would immediately thereafteragreements, to the knowledge of Shareholder, any of its Controlled Affiliates, or extent they are not contained in the managing underwriter(sinstrument described in Section 14.3(a)(v): (A) beneficially own Voting Securities representing three and one-half percent (3.5%) or more The notice address of the Total Voting Power.transferee; (cB) Dispositions of Voting Securities may be made pursuant After giving effect to sales effected in accordance with Rule 144 under the Securities Act (or any successor rule) (a "Rule 144 Sale"); provided that, prior to any such Disposition, Shareholder and its Controlled Affiliates shall have complied with the provisions of Section 4.2 or Section 4.3 hereof, as the case may be; provided, further, that such Dispositions shall not be made to any Purchasing Person who or which would immediately thereafter, to the knowledge of Shareholder, any of its Controlled Affiliates, or Shareholder's broker, beneficially own Voting Securities representing three and one-half percent (3.5%) or more commitments of the Total Voting Power. (d) Dispositions may be made new Member to any Purchasing Person (other than pursuant to a tender or exchange offer) that wouldmake Capital Contributions, following such saleif any, beneficially own no more than three and one-half percent (3.5%) of the Total Voting Power (a "Private Sale") (and such Purchasing Person shall have provided a certificate to such effect); provided that prior to such Disposition, Shareholder shall have complied with the provisions of Section 4.2 or Section 4.3 hereof, as the case may be. (e) Dispositions may be made to the Company in accordance with Sections 4.2 and 4.3 hereof.this Agreement; and (fC) Dispositions may be Representations and warranties by the Member making the Disposition and the transferee that the Disposition and admission are being made in accordance with all applicable Laws; and (vii) A favorable opinion of legal counsel reasonably acceptable to the Members, to the effect that the Disposition and admission (A) are being made pursuant to a tender offer or exchange offer or any other transaction valid exemption from registration under the Securities Act of 1933 and applicable state securities laws and in accordance with a third party those laws, and (a "Third Party Offeror"B) which in the event there is recommended more than one (1) Member, would not result in the Company being considered to have been terminated within the shareholders meaning of the Company generally IRC. (b) Except as otherwise provided in this Agreement, the transferee of Units who is not approved as a substituted Member by at least Members holding a majority of the Continuing Directors outstanding Units entitled to vote shall be deemed to be an Inactive Member. Such Disposition merely entitles the transferee to receive the share of any distributions to which the Company. "Continuing Director" Member making the Disposition would otherwise be entitled and the transferee shall mean a member of have only those rights specified in the Board of Directors of Act (as limited by this Agreement), and the Company who is not a Third Party Offeror or an Affiliate of a Third Party Offeror (or a representative or nominee of a Third Party Offeror or any Member making the Disposition shall remain liable for such Affiliate) and who either (i) was a member of the Board of Directors prior to the date hereof or (ii) subsequently became a director of the Company and whose election or nomination for election was approved or recommended by a vote of a majority of the Board of Directors of the CompanyMember’s obligations, which majority included a majority of the Continuing Directors then on the Board of Directorsif any, under this Agreement.

Restrictions on Dispositions. During the Standstill Period(1) Subject to Section 4.3, Shareholder Weichai shall not, and shall cause its Controlled Affiliates not to, directly or indirectly (including, without limitation, through the disposition or transfer of control of another Person), sell, assign, donate, transfer, pledge, hypothecate, grant any option with respect to transfer or otherwise dispose of any interest in (or enter into an agreement or understanding with respect to the foregoing) any Voting Securities (a "Disposition"), except as set forth below in this Section 4.1; provided, however, that the restrictions set forth in Sections 4.1 through 4.4 shall not apply to Shareholder if a Bankruptcy Event has occurred during the Standstill Period. Without limiting the generality of the foregoing, any sale of securities of Shareholder or any of its Controlled Affiliates which is currently (or following the passage of time, the occurrence of any event or the giving of notice)dispose, directly or indirectly, exchangeable all or exercisable forany portion of the Subscription Shares or sell, transfer or convertible into, any Voting Securities shall constitute a Disposition otherwise dispose of its economic interest therein or economic consequences of ownership of such Voting Securities. Shares for a period of two (a2) Dispositions may be years following the Closing Date (the "Standstill Period") without the prior written consent of the Board (with the Director Nominees of Weichai excluded from such approval vote). Notwithstanding the foregoing, the restriction on Weichai set out above will not apply: (i) to a sale, transfer or disposition pursuant to any plan of arrangement, re-organization, amalgamation, takeover bid, merger or other similar combination transaction where an offer to purchase or exchange or reorganize the Voting Shares has been made to all shareholders of ▇▇▇▇▇▇▇ by a Controlled third party or involves all the Voting Shares; (ii) a sale, transfer or disposition to an Affiliate of Shareholder; providedWeichai, provided that Weichai causes such Controlled Affiliate agrees to whom such Voting Shares are transferred to expressly agree in writing to be bound by the terms of this Agreement to Agreement, and provided further that such sale, transfer or disposition is made in accordance with applicable Securities Laws; (iii) if a proceeding is commenced against or involving ▇▇▇▇▇▇▇ under the same extent as ShareholderBankruptcy and Insolvency Act or the Companies' Creditors Arrangement Act or any similar legislation; or (iv) if ▇▇▇▇▇▇▇ has received notice from any securities regulatory authority that the Voting Shares will be permanently cease-traded within a specified period. (b2) Dispositions Following the Standstill Period set forth in Section 4.1(1), Weichai shall be permitted to sell such Subscription Shares either by private agreement or through the facilities of Voting Securities may be made pursuant any stock exchange on which Subscription Shares are traded provided, however, that in the case of a sale through the facilities of any such stock exchange, Weichai shall in good faith attempt to a bona fide public offering dispose of such Subscription Shares in a firm commitment or best efforts underwriting managed by manner that does not materially disrupt orderly trading in such securities, but for clarification, if Weichai considers that in order to protect its own reasonable commercial interest, it has to dispose of the Subscription Shares as soon as possible, then Weichai is free to dispose of the Subscription Shares in any manner it deems appropriate, provided that when Weichai holds a United States nationally recognized underwriter, effected in accordance with the registration rights provisions in Article 5 and which provides for a widely distributed public offering in accordance therewith Pro Rata Interest of at least ten percent (an "Underwritten Offering"); provided, that, prior to any such Disposition, Shareholder and its Controlled Affiliates shall have complied with the provisions of Section 4.2 or Section 4.3 hereof, as the case may be; provided, further, that such Dispositions shall not be made to any Person who or which, together with such Person's Affiliates and the members of any Group existing with respect to Voting Securities of which such Person is a part (any such Person and its Affiliates and Group members being collectively referred to herein as a "Purchasing Person"10%), would immediately thereafter, to the knowledge of Shareholder, any of its Controlled Affiliates, or the managing underwriter(sWeichai shall provide ▇▇▇▇▇▇▇ with one (1) beneficially own Voting Securities representing three and one-half percent (3.5%) or more of the Total Voting PowerBusiness Day advance notice in writing. (c) Dispositions of Voting Securities may be made pursuant to sales effected in accordance with Rule 144 under the Securities Act (or any successor rule) (a "Rule 144 Sale"); provided that, prior to any such Disposition, Shareholder and its Controlled Affiliates shall have complied with the provisions of Section 4.2 or Section 4.3 hereof, as the case may be; provided, further, that such Dispositions shall not be made to any Purchasing Person who or which would immediately thereafter, to the knowledge of Shareholder, any of its Controlled Affiliates, or Shareholder's broker, beneficially own Voting Securities representing three and one-half percent (3.5%) or more of the Total Voting Power. (d) Dispositions may be made to any Purchasing Person (other than pursuant to a tender or exchange offer) that would, following such sale, beneficially own no more than three and one-half percent (3.5%) of the Total Voting Power (a "Private Sale") (and such Purchasing Person shall have provided a certificate to such effect); provided that prior to such Disposition, Shareholder shall have complied with the provisions of Section 4.2 or Section 4.3 hereof, as the case may be. (e) Dispositions may be made to the Company in accordance with Sections 4.2 and 4.3 hereof. (f) Dispositions may be made pursuant to a tender offer or exchange offer or any other transaction with a third party (a "Third Party Offeror") which is recommended to the shareholders of the Company generally by at least a majority of the Continuing Directors of the Company. "Continuing Director" shall mean a member of the Board of Directors of the Company who is not a Third Party Offeror or an Affiliate of a Third Party Offeror (or a representative or nominee of a Third Party Offeror or any such Affiliate) and who either (i) was a member of the Board of Directors prior to the date hereof or (ii) subsequently became a director of the Company and whose election or nomination for election was approved or recommended by a vote of a majority of the Board of Directors of the Company, which majority included a majority of the Continuing Directors then on the Board of Directors.

Restrictions on Dispositions. During the Standstill Period, each Shareholder shall not, and shall cause its Controlled Affiliates not to, directly or indirectly (including, without limitation, through the disposition or transfer of control of another Person), sell, assign, donate, transfer, pledge, hypothecate, grant any option with respect to or otherwise dispose of any interest in (or enter into an agreement or understanding with respect to the foregoing) any Voting Securities (a "DispositionDISPOSITION"), except as set forth below in this Section 4.1; provided, however, that the restrictions set forth in Sections 4.1 through 4.4 shall not apply to Shareholder if a Bankruptcy Event has occurred during the Standstill PeriodSECTION 4. 1. Without limiting the generality of the foregoing, any sale of securities of held by any Shareholder or any of its Controlled Affiliates which is currently (or following the passage of time, the occurrence of any event or the giving of notice), directly or indirectly, exchangeable or exercisable for, or convertible into, any Voting Securities shall constitute a Disposition of such Voting Securities.. Dispositions may be effected by a Shareholder during the Standstill Period as follows: (a) Dispositions may be made to a Controlled Affiliate of Shareholder; provided, that such Controlled Affiliate agrees in writing to be bound by this Agreement to the same extent as Shareholder. (b) Dispositions of Voting Securities may be made pursuant to a bona fide public offering at any time in a firm commitment or best efforts underwriting managed by a United States nationally recognized underwriter, effected in accordance compliance with the registration rights provisions in Article 5 and which provides for a widely distributed public offering in accordance therewith (an "Underwritten Offering"); provided, that, prior to any such Disposition, Shareholder and its Controlled Affiliates shall have complied with the provisions of Section 4.2 or Section 4.3 hereof, as the case may be; provided, further, that such Dispositions shall not be made to any Person who or which, together with such Person's Affiliates and the members of any Group existing with respect to Voting Securities of which such Person is a part (any such Person and its Affiliates and Group members being collectively referred to herein as a "Purchasing Person"), would immediately thereafter, to the knowledge of Shareholder, any of its Controlled Affiliates, or the managing underwriter(s) beneficially own Voting Securities representing three and one-half percent (3.5%) or more of the Total Voting PowerRegistration Rights. (cb) Dispositions of Voting Securities may be made pursuant to sales effected in accordance with Rule 144 under the Securities Act (or any successor rule) (a "Rule RULE 144 SaleSALE"); provided that, prior to any such Disposition, Shareholder and its Controlled Affiliates shall have complied with the provisions of Section 4.2 or Section 4.3 hereof, as the case may be; provided, further, PROVIDED that such Dispositions shall not be made to any Purchasing Person who or which would immediately thereafter, to the knowledge of such Shareholder, any of its Controlled Affiliates, or such Shareholder's broker, beneficially own Voting Securities representing three and one-half percent (3.5%) 9% or more of the Total Voting PowerPower (and such Person shall have provided a certificate to such effect). (dc) Prior to the second anniversary of the Closing Date, Dispositions may be made to any Purchasing Person which is a financial institution acting on its own behalf or ultimately on the behalf of another financial institution or institutions that would, following such sale, beneficially own no more than 9% of the Total Voting Power. After the second anniversary of the Closing Date, Dispositions may be made to any Person (other than pursuant to a tender or exchange offerReorganization Transaction) that would, following such sale, beneficially own no more than three and one-half percent (3.5%) 9% of the Total Voting Power (a "Private Sale") (and such Purchasing Person shall have provided a certificate to such effect); provided that prior to such Disposition, Shareholder shall have complied with the provisions of Section 4.2 or Section 4.3 hereof, as the case may be. (e) Dispositions may be made to the Company in accordance with Sections 4.2 and 4.3 hereof. (fd) Dispositions may be made pursuant to a merger transaction or a tender offer or exchange offer or any other transaction with a third party (a "Third Party Offeror") for all of the outstanding shares of Common Stock which is recommended to the shareholders of the Company generally by at least a majority of the Continuing Directors of the Company. "Continuing Director" shall mean a member of the entire Board of Directors Directors, on the terms and conditions of the Company who is not such transaction available to all other holders of shares of Common Stock. (e) Dispositions may be made by a Third Party Offeror or an Affiliate of a Third Party Offeror (or a representative or nominee of a Third Party Offeror or any such Affiliate) and who either Shareholder to (i) was a member of the Board of Directors prior to the date hereof any other Shareholder or (ii) subsequently became a director any Affiliate of any Shareholder that executes an instrument in form and substance satisfactory to the Company in which it makes the representations and warranties set forth in SECTION 1.3(B) as of the Company and whose election or nomination for election was approved or recommended by a vote of a majority date of the Board execution of Directors such instrument and agrees to be bound by the terms of this Agreement as if an original signatory to this Agreement (such transferee, a "RELATED TRANSFEREE"), in which case such Related Transferee shall thereafter be a "Shareholder" for all purposes of this Agreement. (f) With respect to Voting Securities which are, by their terms, convertible into or exercisable or exchangeable for other Voting Securities such conversion, exercise or exchange shall not be deemed a Disposition. (g) Each Shareholder agrees that during the Standstill Period, without the consent of the managing underwriter(s) in an underwritten offering in respect of the Company's Voting Securities, which majority included it will not effect any sale or distribution of Voting Securities (other than in connection with such Shareholder's own registration pursuant to paragraph (b) of this SECTION 4.1), including a majority Rule 144 Sale, during the ten (10) day period prior to, and during the ninety (90) day period beginning on, the effective date of the Continuing Directors then on registration statement filed by the Board Company in respect of Directorssuch underwritten offering.