Common use of Transfers; Conversion Clause in Contracts

Transfers; Conversion. (a) Except as permitted by Section 3.3, 3.4 or 3.5, prior to any Transfer or Indirect Transfer by a Principal Stockholder of shares of Class B Common Stock, such Principal Stockholder shall be required to convert such shares of Class B Common Stock into shares of Class A Common Stock in accordance with the procedures set forth in the Certificate of Incorporation. There shall be no restrictions on the ability of a Principal Stockholder to (i) convert shares of Class B Common Stock into shares of Class A Common Stock or (ii) transfer shares of Class A Common Stock (including shares of Class A Common Stock received upon conversion of shares of Class B Common Stock). Nothing set forth in this Agreement shall prevent the transfer of all or a portion of the capital stock of a Parent of a Principal Stockholder (or any other indirect transaction which does not constitute an Indirect Transfer) or require the conversion of the Class B Common Stock of such Principal Stockholder into Class A Common Stock in connection therewith. (b) Except as expressly permitted or required by this Agreement, (i) each Principal Stockholder shall be the record and beneficial owner of such shares of Class B Common Stock indicated in the Company's records as being owned by such Principal Stockholder and (ii) no Principal Stockholder shall enter into any agreement or arrangement, grant any proxies or powers of attorney or deposit into a voting trust with or otherwise directly or indirectly transfer voting power, with respect to the exercise of its rights to designate Agreed Nominees or to request the removal of a director pursuant to this Agreement (other than an agreement or arrangement solely among Principal Stockholders that are included in the same Principal Stockholder Group); provided, however, that the foregoing shall not be construed to limit the ability of a Principal Stockholder to enter into agreements with respect to the voting of its shares of Common Stock pending a sale of such stock permitted by Section 3.1(a). (c) The Company agrees not to record any transfer of Class B Common Stock by any Principal Stockholder in the stock transfer books of the Company unless the transfer complies with the provisions of this Article III.