Common use of Restrictions on Transfer of Securities Clause in Contracts

Restrictions on Transfer of Securities. Until the Transfer Restriction Expiration Date, ENEL shall not, and shall not permit any other company in the ENEL Group to, directly or indirectly, sell or transfer any of the shares except (i) to Echelon or in any Person or Group approved by Echelon; or (ii) to ENEL or any other company in the ENEL Group that agrees to accept such Shares subject to the restrictions set forth in this Section 9; or (iii) pursuant to a transaction involving the merger, sale, reorganization or change in Control of Echelon as approved by a Designated Majority of the Board of Directors of Echelon; or (iv) in response to (A) an offer to purchase or exchange for cash or other consideration any Voting Stock (1) which is made by or on behalf of Echelon or (2) which is made by another person or Group and is not opposed by a Designated Majority of the Board of directors of Echelon within the time the Board is required, pursuant to regulations under the Exchange Act, to advise Echelon’s stockholders of the Board’s position on such offer, or (B) subject to Echelon’s right of first refusal as set forth in Section 9.7, any other Tender Offer, which, if successful, would result in such person or Group owning or having the right to acquire shares of the Total Voting Stock with aggregate Voting Power representing at least forty percent (40%) of the Total Voting Power of Echelon then in effect. In the event that the stockholders of Echelon shall approve a Merger which is contemplated to be accounted for as a pooling of interests, the ENEL Group shall not sell or transfer any of the Shares in such a manner, in such an amount, or at such a time, that would prevent or impair such pooling of interests treatment, provided that Echelon gives ENEL prior written notice of the same. For the avoidance of doubt, Echelon acknowledges and agrees that ENEL, and any other company in the ENEL Group that owns the Shares from time to time, may pursuant to clause (ii) above freely transfer such Shares (subject to applicable U.S. federal securities laws) to any company in the ENEL Group.

Restrictions on Transfer of Securities. Until 1.1. Restrictions on Transfers of Securities. The following restrictions on Transfer (as defined in Section 1.1(a) below) shall apply to all Securities owned by any Investor or Permitted Transferee (as defined in Section 1.1(b) below), except a Permitted Transferee by virtue of Section 1.1(b)(iv) hereof: (a) No Investor or Permitted Transferee other than the JCP Funds shall Transfer Restriction Expiration Date, ENEL shall not(other than in connection with a redemption or purchase by the Company) any Securities unless (i) such Transfer is to a person approved in advance in writing by the Required Holders (as defined in Section 2.2(a)), and (ii) such Transfer complies with the provisions of this Section 1.1 and Article II hereof. Any purported Transfer in violation of this Agreement shall not permit be null and void and of no force and effect, and the purported transferee shall have no rights or privileges in or with respect to the Company. As used herein, “Transfer” includes the making of any sale, exchange, assignment, hypothecation, gift, security interest, pledge or other encumbrance, or any contract therefor, any voting trust or other agreement or arrangement with respect to the transfer or grant of voting rights (except for the voting agreement set forth in Article III hereof) or any other company beneficial interest in the ENEL Group to, directly or indirectly, sell or transfer any of the shares except (i) to Echelon or in Securities, the creation of any Person or Group approved by Echelon; or (ii) to ENEL other claim thereto or any other company transfer or disposition whatsoever, whether voluntary or involuntary, affecting the right, title, interest or possession in or to such Securities. Prior to any proposed Transfer of any Securities, the ENEL Group that agrees to accept such Shares subject holder thereof shall give written notice to the restrictions set forth in this Section 9; or (iii) pursuant to a transaction involving Company describing the merger, sale, reorganization or change in Control of Echelon as approved by a Designated Majority manner and circumstances of the Board proposed Transfer, together with, if requested by the Company, a written opinion of Directors of Echelon; or (iv) legal counsel, addressed to the Company and the transfer agent for the Company’s equity securities, if other than the Company, and reasonably satisfactory in response form and substance to (A) an offer the Company, to purchase or exchange for cash or other consideration any Voting Stock (1) which is made by or on behalf of Echelon or (2) which is made by another person or Group and is not opposed by a Designated Majority the effect that the proposed Transfer of the Board of directors of Echelon within the time the Board is required, pursuant to regulations Securities may be effected without registration under the Exchange Securities Act of 1933, as amended (the “Securities Act, to advise Echelon’s stockholders of ”). Each certificate evidencing the Board’s position on such offer, or (B) subject to Echelon’s right of first refusal as Securities transferred shall bear the legends set forth in Section 9.71.2(a) hereof, except that such certificate shall not bear the legend contained in the first paragraph of Section 1.2(a) hereof if the opinion of counsel referred to above is to the further effect that such legends is not required in order to establish compliance with any provision of the Securities Act. Nothing in this Section 1.1(a) shall prevent the Transfer, free of any restrictions under this Agreement, of Securities by an Investor or a Permitted Transferee to one or more of its Permitted Transferees or to the Company; provided, however, that each such Permitted Transferee (except a Permitted Transferee by virtue of Section 1.1(b)(iv) hereof) shall take such Securities subject to and be fully bound by the terms of this Agreement applicable to it with the same effect as if it were an Investor (or if the Permitted Transferee were a Management Investor, a Management Investor) hereunder; and provided further, however, that (i) no person (other Tender Offer, which, if successful, would result than a Permitted Transferee by virtue of Section 1.1(b)(iv) hereof) shall be a Permitted Transferee unless such transferee executes and delivers a joinder to this Agreement reasonably satisfactory in form and substance to the Company which joinder states that such person or Group owning or having the right to acquire shares of the Total Voting Stock with aggregate Voting Power representing at least forty percent (40%) of the Total Voting Power of Echelon then in effect. In the event that the stockholders of Echelon shall approve a Merger which is contemplated agrees to be accounted for fully bound by this Agreement as if it were an Investor (or if the transferor to the Permitted Transferee is a Management Investor hereunder, as a pooling of interests, the ENEL Group shall not sell or transfer any of the Shares in such a manner, in such an amount, or at such a time, that would prevent or impair such pooling of interests treatment, provided that Echelon gives ENEL prior written notice of the same. For the avoidance of doubt, Echelon acknowledges and agrees that ENELManagement Investor) hereunder, and any other company in the ENEL Group that owns the Shares from time to time, may pursuant to clause (ii) above freely transfer such Shares no Transfer shall be effected except in compliance with the registration requirements of the Securities Act and any applicable state securities laws or pursuant to an available exemption therefrom. (subject to applicable U.S. federal securities lawsb) to any company in the ENEL Group.As used herein, “Permitted Transferee” shall mean:

Restrictions on Transfer of Securities. Until the Transfer Restriction Expiration Date, ENEL shall not, and The holders of Securities shall not permit Transfer any other company interest in the ENEL Group to, directly or indirectly, sell or transfer any of the shares Securities except for Transfers (i) to Echelon with the prior written consent of all of the Disinterested Managers (which consent may be granted or withheld in any Person or Group approved by Echelon; or their sole discretion), (ii) within each Member's Family Group, if an individual, or to ENEL such Member's Affiliates or any other company in the ENEL Group that agrees to accept such Shares subject to the restrictions set forth in this Section 9; or Securityholder, if not an individual, (iii) pursuant to a transaction involving the mergerPublic Sale, sale, reorganization or change in Control of Echelon as approved by a Designated Majority of the Board of Directors of Echelon; or (iv) pursuant to SECTION 9.4 or 9.5, (v) pursuant to a Sale of the Company, (vi) pursuant to SECTION 2.7(b) (subject to the limitations contained therein), SECTION 2.11(c) and SECTION 9.6(b) (subject to any limitations contained therein) (any such Transfer in response to (Ai) through (vi), an offer to purchase or exchange for cash or other consideration any Voting Stock "EXEMPT TRANSFER"), (1vii) which is made by or on behalf of Echelon or (2) which is made by another person or Group and is not opposed by a Designated Majority of the Board of directors of Echelon within the time the Board is required, pursuant to regulations under the Exchange Act, to advise Echelon’s stockholders of the Board’s position on such offerare Primary Warrantholder Transfers, or (Bviii) subject pursuant to Echelon’s right the other provisions of first refusal this ARTICLE IX (including, without limitation, Secondary Warrantholder Transfers made pursuant to the provisions of SECTION 9.2; PROVIDED THAT no holder of Securities shall Transfer any interest in any Class C Common Units within such Member's Family Group so long as set forth any principal or interest on any promissory note issued by such Member to the Company for the purchase of Class C Common Units remains unpaid. Any Transfer by any Member of any Securities or other interest in Section 9.7, the Company in contravention of this Agreement or which would cause the Company to not be treated as a partnership for U.S. federal income tax purposes shall be void and ineffectual and shall not bind or be recognized by the Company or any other Tender Offer, which, if successful, would result in such person or Group owning or having the party. No purported assignee shall have any right to acquire shares any profits, losses or distributions of the Total Voting Stock Company, and the transferor shall retain all of its rights and obligations hereunder with aggregate Voting Power representing at least forty percent (40%) of respect to the Total Voting Power of Echelon then Transfer Securities or other interest in effect. In the event that Company unless already a Member or until the stockholders of Echelon shall approve a Merger which purported assignee is contemplated to be accounted for admitted as a pooling of interests, the ENEL Group shall not sell or transfer any of the Shares in such a manner, in such an amount, or at such a time, that would prevent or impair such pooling of interests treatment, provided that Echelon gives ENEL prior written notice of the same. For the avoidance of doubt, Echelon acknowledges and agrees that ENEL, and any other company in the ENEL Group that owns the Shares from time to time, may Member pursuant to clause (ii) above freely transfer such Shares (subject to applicable U.S. federal securities laws) to any company in the ENEL GroupSECTION 10.1.