Common use of Restrictions on Transfer and Conversion Clause in Contracts

Restrictions on Transfer and Conversion. The Purchasers will not, prior to the earliest of (a) January 20, 2001, (b) the occurrence of a Change of Control (as defined in the Certificates of Designation) or (c) the breach by the Company in any material respect of any covenant or agreement contained in this Agreement, any Transaction Document, the 1999 Stock Purchase Agreement or any transaction document thereunder (each of the foregoing, a "Termination Event"), sell, transfer, assign, convey, gift, mortgage, pledge, encumber, hypothecate, or otherwise dispose of, directly or indirectly, ("Transfer") any of the Preferred Shares or the Shares except for (i) Transfers between and among the Purchasers and their Affiliates provided such Transfer is done in accordance with the transfer restrictions applicable to the Preferred Shares or the Shares under federal and state securities laws and the Affiliate transferee agrees to be bound by the restrictions applicable to such Preferred Shares or the Shares, including without limitation the agreements set forth in this Section 4.15, and (ii) Transfers (w) required to comply with applicable Law, (x) pursuant to a bona fide tender or exchange offer made pursuant to a merger or other agreement approved by the Board of Directors to acquire securities of the Company, (y) following any stock merger or other business combination transaction to which the Company is a party if such stock merger or other business combination results in a Change of Control and (z) pursuant to any cash merger, or other business combination transaction to which the Company is a party or in which the Company is involved in which the Class A Common Stock of the Company's stockholders is exchanged for cash upon consummation of such merger or other business combination. Notwithstanding any other provision of this Section 4.15, no Purchaser shall avoid the provisions of this Section 4.15 by making one or more transfers to one or more Affiliates and then disposing of all or any portion of such Purchaser's interest in any such Affiliate. Nothing contained herein shall be deemed to limit the ability of the limited partners in the Purchasers from transferring, directly or indirectly, their limited partnership interests in the Purchasers or the general partners of the Purchasers from transferring, directly or indirectly, up to 15% of the equity interests in the Purchasers at any time or from time to time. Notwithstanding anything to the contrary contained in the Certificates of Designation, each Purchaser agrees that it may not exercise any conversion rights with respect to the Preferred Shares until the occurrence of a Termination Event. The Company agrees that, in connection with any proposed transaction that would, if consummated, result in a Change of Control, the Purchasers may provide the Company with a notice of their intention to exercise their conversion rights with respect to the Preferred Shares the effectiveness of which is conditional upon the consummation of the transaction resulting in such Change of Control. In addition to the Transfer restrictions described above, the Purchasers will not, prior to January 20, 2005, without the prior written consent of the Company, Transfer any of the Preferred Shares to any Person (or any controlled Affiliate of such Person) that is engaged in a business that competes with any business conducted by the Company on the date of the proposed Transfer.

Restrictions on Transfer and Conversion. The Purchasers will not, prior to the earliest of (a) January 20, 2001the first anniversary of the Closing Date, (b) the occurrence of a Change of Control (as defined in the Certificates of Designation) or (c) the breach by the Company in any material respect of any covenant or agreement contained in this Agreement, any Transaction Document, the 1999 Stock Purchase Agreement or in any transaction document thereunder other Transaction Document (each of the foregoing, a "Termination Event"), sell, transfer, assign, convey, gift, mortgage, pledge, encumber, hypothecate, or otherwise dispose of, directly or indirectly, ("Transfer") any of the Preferred Shares or the Shares except for (i) Transfers between and among the Purchasers and their Affiliates provided such Transfer is done in accordance with the transfer restrictions applicable to the Preferred Shares or the Shares under federal and state securities laws and the Affiliate transferee agrees to be bound by the restrictions applicable to such Preferred Shares or the Shares, including without limitation the agreements set forth in this Section 4.15, and (ii) Transfers (w) required to comply with applicable Law, (x) pursuant to a bona fide tender or exchange offer made pursuant to a merger or other agreement approved by the Board of Directors to acquire securities of the Company, (y) following any stock merger or other business combination transaction to which the Company is a party if such stock merger or other business combination results in a Change of Control and (z) pursuant to any cash merger, or other business combination transaction to which the Company is a party or in which the Company is involved in which the Class A Common Stock of the Company's stockholders is exchanged for cash upon consummation of such merger or other business combination. Notwithstanding any other provision of this Section 4.15, no Purchaser shall avoid the provisions of this Section 4.15 by making one or more transfers to one or more Affiliates and then disposing of all or any portion of such Purchaser's interest in any such Affiliate. Nothing contained herein shall be deemed to limit the ability of the limited partners in the Purchasers from transferring, directly or indirectly, their limited partnership interests in the Purchasers or the general partners of the Purchasers from transferring, directly or indirectly, up to 15% of the equity interests in the Purchasers at any time or from time to time. Notwithstanding anything to the contrary contained in the Certificates of Designation, each Purchaser agrees that it may not exercise any conversion rights with respect to the Preferred Shares until the occurrence of a Termination Event. The Company agrees that, in connection with any proposed transaction that would, if consummated, result in a Change of Control, the Purchasers may provide the Company with a notice of their intention to exercise their conversion rights with respect to the Preferred Shares the effectiveness of which is conditional upon the consummation of the transaction resulting in such Change of Control. In addition to the Transfer restrictions described above, the Purchasers will not, prior to January 20, 2005the fifth anniversary of the Closing, without the prior written consent of the Company, Transfer any of the Preferred Shares to any Person (or any controlled Affiliate of such Person) that is engaged in a business that competes with any business conducted by the Company on the date of the proposed Transfer.

Restrictions on Transfer and Conversion. The Purchasers will not, prior to the earliest of (a) January 20, 2001, (b) the occurrence of a Change of Control (as defined in the Certificates of Designation) or (c) the breach by the Company in any material respect of any covenant or agreement contained in this Agreement, any Transaction Document, the 1999 Stock Purchase Agreement or any transaction document thereunder (each of the foregoing, a "Termination Event")A Consenting Stockholder shall not offer, sell, transfer, assign, convey, gift, mortgagegrant a participation in or option with respect to, pledge, encumber, hypothecate, encumber or otherwise dispose of, directly or indirectlyconvert (b) Except as expressly permitted or required by this Agreement, ("Transfer") any of the Preferred Shares or the Shares except for (i) Transfers between each Consenting Stockholder shall be the record and among beneficial owner of such shares of Class B Common Stock indicated in the Purchasers Company's records as being owned by such Consenting Stockholder, in each case free and their Affiliates provided such Transfer is done in accordance with the transfer restrictions applicable to the Preferred Shares clear of any pledge, lien, security interest, charge, claim, equity, option or the Shares under federal and state securities laws and the Affiliate transferee agrees to be bound by the restrictions applicable to such Preferred Shares or the Shares, including without limitation the agreements set forth in this Section 4.15encumbrance of any kind, and (ii) Transfers (w) required no Consenting Stockholder shall enter into any agreement or arrangement with respect to comply with applicable Law, (x) the exercise of its rights to designate Agreed Nominees or to request the removal of a director pursuant to a bona fide tender this Agreement (other than an agreement or exchange offer made pursuant to a merger or other agreement approved by arrangement solely among Consenting Stockholders that are included in the Board of Directors to acquire securities of same Consenting Stockholder Group); provided, however, that the Company, (y) following any stock merger or other business combination transaction to which the Company is a party if such stock merger or other business combination results in a Change of Control and (z) pursuant to any cash merger, or other business combination transaction to which the Company is a party or in which the Company is involved in which the Class A Common Stock of the Company's stockholders is exchanged for cash upon consummation of such merger or other business combination. Notwithstanding any other provision of this Section 4.15, no Purchaser foregoing shall avoid the provisions of this Section 4.15 by making one or more transfers to one or more Affiliates and then disposing of all or any portion of such Purchaser's interest in any such Affiliate. Nothing contained herein shall not be deemed construed to limit the ability of the limited partners in the Purchasers from transferring, directly or indirectly, their limited partnership interests in the Purchasers or the general partners of the Purchasers from transferring, directly or indirectly, up a Consenting Stockholder to 15% of the equity interests in the Purchasers at any time or from time to time. Notwithstanding anything to the contrary contained in the Certificates of Designation, each Purchaser agrees that it may not exercise any conversion rights enter into agreements with respect to the Preferred Shares until voting of its shares of Common Stock pending a sale of such stock permitted by Section 3.1(a) or to enter into agreements not inconsistent with this Agreement that restrict such Consenting Stockholder's ability to transfer shares of Class B Common Stock. (c) Each Consenting Stockholder agrees that no Indirect Transfer shall occur with respect to such Consenting Stockholder except for: (i) an Indirect Transfer in connection with the occurrence sale or other disposition to the transferee or its Controlled Affiliate (including by merger, consolidation or share exchange) of a Termination Event. (A) all or substantially all of the assets of the Parent of such Consenting Stockholder or (B) assets owned or controlled directly or indirectly by such Parent if the aggregate value of the Class B Common Stock then owned by such Consenting Stockholder represents less than thirty-five percent of the aggregate value of the assets (including the stock of such Consenting Stockholder) being disposed of; or (d) The Company agrees that, not to record any transfer or conversion of Class B Common Stock by any Consenting Stockholder in connection with any proposed transaction that would, if consummated, result in a Change the stock transfer books of Control, the Purchasers may provide the Company unless the transfer complies with a notice all provisions of their intention to exercise their conversion rights with respect to the Preferred Shares the effectiveness of which is conditional upon the consummation of the transaction resulting in such Change of Control. In addition to the Transfer restrictions described above, the Purchasers will not, prior to January 20, 2005, without the prior written consent of the Company, Transfer any of the Preferred Shares to any Person (or any controlled Affiliate of such Person) that is engaged in a business that competes with any business conducted by the Company on the date of the proposed Transferthis Agreement.