Common use of Transfer of Interests and Securities Clause in Contracts

Transfer of Interests and Securities. 9.01. During the Agreement Effective Period, no Consenting Stakeholder shall Transfer any ownership (including any beneficial ownership as defined in the Rule 13d-3 under the Securities Exchange Act of 1934, as amended) in any Company Claims/Interests to any affiliated or unaffiliated party, including any party in which it may hold a direct or indirect beneficial interest, unless: (a) in the case of any Company Claims/Interests, the authorized transferee is either (1) a qualified institutional buyer as defined in Rule 144A under the Securities Act, (2) a non-U.S. person in an offshore transaction as defined in Regulation S under the Securities Act, (3) an institutional accredited investor (as defined in the Rules), or (4) a Consenting Stakeholder; (b) either (i) the transferee executes and delivers to counsel to the Company Parties, at or before the time of the proposed Transfer, a Transfer Agreement or (ii) the transferee is a Consenting Stakeholder or an affiliate thereof and the transferee provides notice of such Transfer (including the amount and type of Company Claim/Interest Transferred) to counsel to the Company Parties by the close of business five (5) Business Days following such Transfer; and (c) with respect to the Transfer of any Equity Interests only, such Transfer shall not (i) violate the terms of any order entered by the Bankruptcy Court with respect to preservation of net operating losses or (ii) in the reasonable business judgment of the Company Parties and their legal and tax advisors, adversely affect the Company Parties’ ability to maintain the value of and utilize the Company Parties’ net operating loss carryforwards or other tax attributes. 9.02. Upon compliance with the requirements of Section 9.01, the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent of the rights and obligations in respect of such transferred Company Claims/Interests. Any Transfer in violation of Section 9.01 shall be void ab initio. 9.03. This Agreement shall in no way be construed to preclude the Consenting Stakeholders from acquiring additional Company Claims/Interests. Notwithstanding the foregoing, (a) such additional Company Claims/Interests shall automatically and immediately upon acquisition by a Consenting Stakeholder be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given to counsel to the Company Parties or counsel to the Consenting Stakeholders) and (b) such Consenting Stakeholder must provide notice of such acquisition (including the amount and type of Company Claim/Interest acquired) to counsel to the Company Parties within three (3) Business Days of such acquisition. 9.04. This Section 9 shall not impose any obligation on any Company Party to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Consenting Stakeholder to Transfer any of its Company Claims/Interests. Notwithstanding anything to the contrary in this Agreement, to the extent a Company Party and another Party have entered into a Confidentiality Agreement, the terms of such Confidentiality Agreement shall continue to apply and remain in full force and effect according to its terms, and this Agreement does not supersede any rights or obligations otherwise arising under such Confidentiality Agreements. 9.05. Notwithstanding anything herein to the contrary, a Qualified Marketmaker that acquires any Company Claims/Interests with the purpose and intent of acting as a Qualified Marketmaker for such Company Claims/Interests shall not be required to execute and deliver a Transfer Agreement in respect of such Company Claims/Interests; provided, however, that (a) such Qualified Marketmaker must Transfer such right, title, or interest by within ten (10) Business Days following its receipt thereof to a transferee that is an entity that is not an affiliate, affiliated fund, or affiliated entity with a common investment advisor; and (b) any subsequent Transfer by such Qualified Marketmaker of the right, title, or interest in such Claims is to a transferee that is or becomes a Consenting Stakeholder at the time of such transfer, and (c) such Consenting Stakeholder shall be solely responsible for the Qualified Marketmaker’s failure to comply with the requirements of this Section 9. To the extent that a Consenting Stakeholder is acting in its capacity as a Qualified Marketmaker, it may Transfer (by purchase, sale, assignment, participation, or otherwise) any right, title, or interests in Company Claims/Interests that the Qualified Marketmaker acquires from a holder of the Company Claims/Interests who is not a Consenting Stakeholder without the requirement that the transferee be a Permitted Transferee. 9.06. Notwithstanding anything to the contrary in this Section 9.06, the restrictions on Transfer set forth in this Section 9.06 shall not apply to the grant of any liens or encumbrances on any claims and interests in favor of a bank or broker-dealer holding custody of such claims and interests in the ordinary course of business and which lien or encumbrance is released upon the Transfer of such claims and interests.

Transfer of Interests and Securities. 9.01. During the Agreement Effective Period, no Consenting Stakeholder Creditor shall Transfer any ownership (including any beneficial ownership as defined in the Rule 13d-3 under the Securities Exchange Act of 1934, as amended) in any Company Claims/Interests to any affiliated or unaffiliated party, including any party in which it may hold a direct or indirect beneficial interest, unless: (a) in the case of any Company Claims/Interests, the authorized transferee is either (1) a qualified institutional buyer as defined in Rule 144A under of the Securities Act, (2) a non-U.S. person in an offshore transaction as defined in under Regulation S under the Securities Act, (3) an institutional accredited investor (as defined in the Rules), or (4) a Consenting StakeholderCreditor; (b) either (i) the transferee executes and delivers to counsel to the Company Parties, a Transfer Agreement at or before the time of the proposed TransferTransfer and delivers an executed copy thereof to counsel to the Company Parties and counsel to the Consenting Creditors within two Business Days of execution, a Transfer Agreement or (ii) the transferee is a Consenting Stakeholder or an affiliate thereof Creditor and the transferee provides notice of such Transfer (including the amount and type of Company Claim/Interest Transferred) to counsel to the Company Parties by and counsel to the close of business five (5) Consenting Creditors within two Business Days following such Transfer; and (c) with respect to in the case of a Transfer of any an Equity Interests onlyInterest, such Transfer shall will not (i) violate the terms result in a change of ownership of any order entered by the Bankruptcy Court with respect to preservation of net operating losses or (ii) in the reasonable business judgment Company Party under Section 382 of the Company Parties and their legal and tax advisors, adversely affect the Company Parties’ ability to maintain the value of and utilize the Company Parties’ net operating loss carryforwards or other tax attributesInternal Revenue Code. 9.02. Upon compliance with the requirements of Section 9.01‎9.01, the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent of the rights and obligations in respect of such transferred Company Claims/Interests. Any Transfer in violation of Section 9.01 shall be void ab initio. 9.03. This Agreement shall in no way be construed to preclude the Consenting Stakeholders Creditors from acquiring additional Company Claims/Interests. Notwithstanding the foregoing; provided, however, that (a) such additional Company Claims/Interests shall automatically and immediately upon acquisition by a Consenting Stakeholder Creditor be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given to counsel to the Company Parties or counsel to the Consenting StakeholdersCreditors) and (b) such Consenting Stakeholder Creditor must provide notice of such acquisition (including the amount and type of Company Claim/Interest acquired) to counsel to the Company Parties within three five (35) Business Days of such acquisition. 9.04. This Section 9 shall not impose any obligation on any Company Party to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Consenting Stakeholder Creditor to Transfer any of its Company Claims/Interests. Notwithstanding anything to the contrary in this Agreementherein, to the extent a Company Party and another Party have entered into a Confidentiality Agreement, the terms of such Confidentiality Agreement shall continue to apply and remain in full force and effect according to its terms, and this Agreement does not supersede any rights or obligations otherwise arising under such Confidentiality Agreements. 9.05. Notwithstanding anything herein to the contrarySection ‎9.01, a Qualified Marketmaker that acquires any Company Claims/Interests with the purpose and intent of acting as a Qualified Marketmaker for such Company Claims/Interests shall not be required to execute and deliver a Transfer Agreement in respect of such Company Claims/Interests; provided, however, that Interests if (ai) such Qualified Marketmaker must Transfer subsequently transfers such rightCompany Claims/Interests (by purchase, titlesale assignment, participation, or interest by otherwise) within ten five (105) Business Days following of its receipt thereof acquisition to a transferee that is an entity that is not an affiliate, affiliated fund, or affiliated entity with a common investment advisor; (ii) the transferee otherwise is a Permitted Transferee under Section 9.01; and (biii) any subsequent the Transfer by such Qualified Marketmaker of the right, title, or interest in such Claims otherwise is to a transferee that is or becomes a Consenting Stakeholder at the time of such transfer, and (c) such Consenting Stakeholder shall be solely responsible for the Qualified Marketmaker’s failure to comply with the requirements of this Permitted Transfer under Section 99.01. To the extent that a Consenting Stakeholder Creditor is acting in its capacity as a Qualified Marketmaker, it may Transfer (by purchase, sale, assignment, participation, or otherwise) any right, title, title or interests in Company Claims/Interests that the Qualified Marketmaker acquires from a holder of the Company Claims/Interests who is not a Consenting Stakeholder Creditor without the requirement that the transferee be a Permitted Transferee. 9.06. Notwithstanding anything to the contrary in this Section 9.069, the restrictions on Transfer set forth in this Section 9.06 9 shall not apply to the grant of any liens or encumbrances on any claims and interests in favor of a bank or broker-dealer holding custody of such claims and interests in the ordinary course of business and which lien or encumbrance is released upon the Transfer of such claims and interests.

Transfer of Interests and Securities. 9.018.01. During the Agreement Effective Period, no Consenting Stakeholder shall Transfer any ownership (including any beneficial ownership as defined in the Rule 13d-3 under the Securities Exchange Act of 1934, as amended) in any Company Claims/Interests Claims to any affiliated or unaffiliated party, including any party in which it may hold a direct or indirect beneficial interest, unless: (a) in the case of any Company Claims/Interests, the authorized transferee is either (1) a qualified institutional buyer as defined in Rule 144A under of the Securities Act, (2) a non-U.S. person in an offshore transaction as defined in under Regulation S under the Securities Act, (3) an institutional accredited investor (as defined in by Rule 501(a)(1), (2), (3), and (7) of the RulesSecurities Act), or (4) a Consenting StakeholderStakeholder not in breach of this Agreement; (b) either (i) the transferee executes and delivers to counsel to the Consenting Stakeholders and counsel to the Company Parties, at or before the time of the proposed Transfer, a Transfer Agreement or (ii) the transferee is a Consenting Stakeholder or an affiliate thereof and the transferee provides notice of such Transfer (including the amount and type of Company Claim/Interest Transferred) to counsel to the Company Parties and counsel to the Consenting Stakeholders by the close of business five (5) on the second Business Days Day following such Transfer; and (c) with respect to the Transfer of any Equity Interests only, such Transfer shall not (i) violate the terms of any order entered by the Bankruptcy Court with respect to preservation of net operating losses or (ii) in the reasonable business judgment of the Company Parties and their legal and tax advisors, adversely affect the Company Parties’ ability to maintain the value of and utilize the Company Parties’ net operating loss carryforwards or other tax attributeslosses. 9.028.02. Upon compliance with the requirements of Section 9.018.01, the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent of the rights and obligations in respect of such transferred Company Claims/Interests. With respect to Company Claims held by the relevant transferee upon consummation of a Transfer, such transferee is deemed to make all of the representations and warranties of a Consenting Stakeholder and undertake all obligations relevant to such transferor (including, for the avoidance of doubt, the commitments made in Section 4.02) set forth in this Agreement. Any Transfer in violation of Section 9.01 8.01 shall be void ab initio. 9.038.03. This Agreement shall in no way be construed to preclude the any Consenting Stakeholders from acquiring additional Company Claims/Interests. Notwithstanding the foregoing; provided, however, that (a) such additional Company Claims/Interests Claims shall automatically and immediately upon acquisition by a Consenting Stakeholder be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given to counsel to the Company Parties or to counsel to the Consenting StakeholdersDIP Lenders, counsel to the Consenting Revolving Credit Facility Lenders, counsel to the Consenting FLLO Term Loan Facility Lenders, and counsel to the Consenting Second Lien Noteholders) and (b) on the effective date of such transfer, such Consenting Stakeholder must provide notice of such acquisition (including the amount and type of Company Claim/Interest Claim acquired) to counsel to the Company Parties within three five (35) Business Days of such acquisition. 9.048.04. This Section 9 8 shall not impose any obligation on any Company Party to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Consenting Stakeholder to Transfer any of its Company Claims/Interests. Notwithstanding anything to the contrary in this Agreementherein, to the extent a Company Party and another Party have entered into a Confidentiality Agreement, the terms of such Confidentiality Agreement shall continue to apply and remain in full force and effect according to its terms, and this Agreement does not supersede any rights or obligations otherwise arising under such Confidentiality Agreements. 9.058.05. Notwithstanding anything herein Section 8.01, (a) a Consenting Stakeholder may Transfer any Company Claims to an Entity that is an Affiliate, affiliated fund, or affiliated entity with a common investment advisor, which Entity shall automatically be bound by this Agreement upon the contrary, Transfer of such Company Claims and (b) a Qualified Marketmaker that acquires any Company Claims/Interests Claims from such Consenting Stakeholder with the purpose and intent of acting as a Qualified Marketmaker for such Company Claims/Interests Claims shall not be required to execute and deliver a Transfer Agreement in respect of such Company Claims/Interests; provided, however, that (a) Claims if such Qualified Marketmaker must Transfer subsequently Transfers such rightCompany Claims (by purchase, titlesale assignment, participation, or interest by within ten (10otherwise) Business Days following its receipt thereof to a transferee that is an entity that is not an affiliate, affiliated fund, or affiliated entity with a common investment advisor; and (b) any subsequent Transfer by such Qualified Marketmaker of the right, title, or interest in such Claims is to a transferee that is or becomes a Consenting Stakeholder or a transferee who executes and delivers to counsel to the Consenting Stakeholders and counsel to the Company Parties, at or before the time of such transferthe proposed Transfer, and (c) such Consenting Stakeholder shall be solely responsible for a Transfer Agreement. Notwithstanding the Qualified Marketmaker’s failure foregoing, to comply with the requirements of this Section 9. To the extent that a any Consenting Stakeholder is acting in its capacity as a Qualified Marketmaker, it may Transfer (by purchase, sale, assignment, participation, or otherwise) any right, title, or interests in Company Claims/Interests Claims that the Qualified Marketmaker it acquires from a holder of the such Company Claims/Interests who Claims that is not a Consenting Stakeholder without the requirement that the transferee be or become a Permitted TransfereeConsenting Stakeholder or execute a Transfer Agreement. 9.068.06. Notwithstanding anything to the contrary in this Section 9.068, the restrictions on Transfer set forth in this Section 9.06 8 shall not apply to the grant of any liens Liens or encumbrances on any claims and interests in favor of a bank or broker-dealer holding custody of such claims and interests in the ordinary course of business and which lien Lien or encumbrance is released upon the Transfer of such claims and interests.

Transfer of Interests and Securities. 9.01. During the Agreement Effective Specified Period, no Consenting Stakeholder Noteholder shall Transfer any ownership (including any beneficial ownership as defined in the Rule 13d-3 under the Securities Exchange Act of 1934, as amended) in any Company Claims/Interests Senior Notes Claims to any affiliated or unaffiliated party, including any party in which it may hold a direct or indirect beneficial interest, unless: (a) in the case of any Company Claims/Interests, the authorized transferee is either (1) a qualified institutional buyer as defined in Rule 144A under of the Securities Act, (2) a non-U.S. person in an offshore transaction as defined in under Regulation S under the Securities Act, (3) an institutional accredited investor (as defined in the Rules), or (4) a Consenting StakeholderNoteholder; (b) either (i) the transferee executes and delivers to counsel to the Company PartiesParties and to the Noteholder Groups Counsels, at or before the time of the proposed Transfer, a Transfer Agreement or (ii) the transferee is a Consenting Stakeholder Noteholder or an affiliate Affiliate thereof and the transferee provides notice of such Transfer (including the amount and type of Company Claim/Interest any Senior Notes Claims Transferred) to counsel to the Company Parties and to the Noteholder Groups Counsels by the close of business five (5) on the second Business Days Day following such Transfer; and (c) with respect to the Transfer of any Equity Interests only, such Transfer shall not (i) violate the terms of any order entered by the Bankruptcy Court with respect to preservation of net operating losses or (ii) in the reasonable business judgment of the Company Parties and their legal and tax advisors, adversely affect the Company Parties’ ability to maintain obtain the value of and utilize regulatory consents or approval necessary to effectuate the Company Parties’ net operating loss carryforwards or other tax attributesRestructuring Transactions. 9.02. Upon compliance with the requirements of Section 9.01, the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent of the rights and obligations in respect of such transferred Company Senior Notes Claims/Interests. Any Transfer in violation of Section 9.01 shall be void ab initio. 9.03. This Agreement shall in no way be construed to preclude the Consenting Stakeholders Noteholders from acquiring additional Company Claims/Senior Notes Claims or other Claims or Interests (or any ownership (including any beneficial ownership as defined in the Rule 13d-3 under the Securities Exchange Act of 1934, as amended) in any Senior Notes Claims or other Claims or Interests. Notwithstanding the foregoing; provided, that (a) such additional Company Claims/Interests Senior Notes Claims shall automatically and immediately upon acquisition by a Consenting Stakeholder Noteholder be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given to counsel to the Company Parties or counsel to the Noteholder Groups Counsels), other than with respect to any Senior Notes Claims acquired by a Consenting Stakeholders) Noteholder in its capacity as a Qualified Marketmaker and (b) such Consenting Stakeholder Noteholder must provide notice of such any acquisition of Senior Notes Claims (including the amount and type of Company Claim/Interest acquiredsuch acquisition) to counsel to the Company Parties within three two (32) Business Days of such acquisition. 9.04. This Section 9 shall not impose any obligation on any Company Party to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Consenting Stakeholder Noteholder to Transfer any of its Company Senior Notes Claims/Interests. Notwithstanding anything to the contrary in this Agreementherein, to the extent a Company Party and another Party have entered into a Confidentiality Agreement, the terms of such Confidentiality Agreement shall continue to apply and remain in full force and effect according to its terms, and this Agreement does not supersede any rights or obligations otherwise arising under such Confidentiality Agreements. 9.05. Notwithstanding anything herein to the contrarySection 9.01, a Qualified Marketmaker that acquires any Company Claims/Interests Senior Notes Claims with the purpose and intent of acting as a Qualified Marketmaker for such Company Claims/Interests Senior Notes Claims shall not be required to execute and deliver a Transfer Agreement in respect of such Company Claims/Interests; provided, however, that Senior Notes Claims if (ai) such Qualified Marketmaker must Transfer subsequently transfers such rightSenior Notes Claims (by purchase, titlesale assignment, participation, or interest by otherwise) within ten five (105) Business Days following of its receipt thereof acquisition to a transferee that is an entity that is not an affiliateAffiliate, affiliated fund, or affiliated entity with a common investment advisor; (ii) the transferee otherwise is a Permitted Transferee under Section 9.01; and (biii) any subsequent the Transfer by such Qualified Marketmaker of the right, title, or interest in such Claims otherwise is to a transferee that is or becomes a Consenting Stakeholder at the time of such transfer, and (c) such Consenting Stakeholder shall be solely responsible for the Qualified Marketmaker’s failure to comply with the requirements of this Permitted Transfer under Section 99.01. To the extent that a Consenting Stakeholder Noteholder is acting in its capacity as a Qualified Marketmaker, it may Transfer (by purchase, sale, assignment, participation, or otherwise) any right, title, title or interests in Company Claims/Interests Senior Notes Claims that the Qualified Marketmaker acquires from a holder of the Company Claims/Interests Senior Notes Claims who is not a Consenting Stakeholder Noteholder without the requirement that the transferee be a Permitted Transferee. 9.06. Notwithstanding anything to the contrary in this Section 9.069, the restrictions on Transfer set forth in this Section 9.06 9 shall not apply to the grant of any liens or encumbrances on any claims and interests in favor of a bank or broker-dealer holding custody of such claims and interests in the ordinary course of business and which lien or encumbrance is released upon the Transfer of such claims and interests. 9.07. The Company Parties will provide notice of any Transfer Agreement received pursuant to Section 9.01(b)(i) (which notice shall include the amount and type of Senior Notes Claims Transferred pursuant to such Transfer Agreement) to the Noteholder Groups Counsels by the later of (i) close of business on the second Business Day following the effective date of such Transfer Agreement and (ii) the close of business on the second Business Day after the Company Parties receive notice of any such Transfer Agreement.