Common use of Transfers of Common Stock Clause in Contracts

Transfers of Common Stock. (a) Except as permitted pursuant to Section 2.1(b) or with the prior written consent of ▇▇▇▇▇, ▇▇▇▇▇ shall not Transfer any shares of Common Stock until the earlier to occur of (i) the fifth anniversary of the Closing Date and (ii) the date of completion of the initial Public Offering (the "RELEASE DATE"). Prior to making any permitted (whether as result of the exceptions set forth in Section 2.1(b) or otherwise) Transfer of shares of Common Stock to any Person at any time prior to the termination of this Agreement (other than a Transfer pursuant to a Public Offering, a Transfer (provided Heinz promptly notifies the Company and the other Investor Stockholders of such Transfer and the number of shares of Common Stock Transferred) after the initial Public Offering under Rule 144 under the Securities Act (a "RULE 144 SALE") or a Transfer pursuant to Sections 2.1(b)(iii)), Heinz shall obtain an Investor Joinder from such transferee, and such transferee shall, by execution thereof, agree to become and automatically be deemed to be an Investor Stockholder subject to all of the rights and obligations contained in this Agreement applicable to Heinz and to have made on the date thereof all representations and warranties made on the date hereof by Heinz (modified, if necessary, to reflect the nature of such Person as a corporation, partnership, other entity or natural person). Promptly thereafter, Heinz shall cause originally executed copies of such Investor Joinder to be delivered to the Company and the other Investor Stockholders and shall notify such Investor Stockholders of the number of shares of Common Stock Transferred. (b) The restriction on Transfer contained in the first sentence of Section 2.1(a) above shall be inapplicable with respect to: (i) any Transfers of Common Stock made by an individual Investor Stockholder to his or her Family Group and, thereafter, among members of such Family Group; (ii) any Transfers of Common Stock by an Investor Stockholder to a member of its Corporate Group and, thereafter, among members of such Corporate Group; PROVIDED, HOWEVER, if such transferee ceases to be a member of such Corporate Group, such transferee shall immediately Transfer such Common Stock to a member of such Investor Stockholder's Corporate Group; (iii) any Transfer of Common Stock pursuant to the terms of Sections 2.3 or 2.4 or the Registration Rights Agreement; and (iv) any Transfers of Common Stock made by an individual Investor Stockholder upon his or her death to his or her estate, PROVIDED that the beneficiaries of the estate are Persons specified in clause (i) of this Section 2.1(b); PROVIDED, that no such Transfer shall be permitted under this Section 2.1(b) if it would constitute a default or event of default under any agreement governing material debt of the Company or any of its Subsidiaries; PROVIDED, FURTHER, that in order to facilitate compliance with federal securities laws and the provisions of this Agreement, the aggregate number of Permitted Transferees under Section 2.1(b) shall not exceed 35 Persons at any time without the consent of Artal, which consent shall not be unreasonably withheld or delayed. (c) Any Transfer made in violation of this Section 2.1 (including, without limitation, a Transfer made without obtaining a necessary Investor Joinder) shall be null and void. The Company shall not permit such Transfer to be recorded on the Company's books and records and shall not otherwise cooperate in consummating such Transfer. (d) No Person shall be permitted to become a party to this Agreement except by executing an Investor Joinder pursuant to the terms set forth in this Section 2.1 or pursuant to the terms set forth in Section 2.5.

Transfers of Common Stock. (a) Except as permitted pursuant to Section 2.1(b) or with the prior written consent of ▇▇▇▇▇Artal, ▇▇▇▇▇ a HW Investor shall not Transfer any shares of Common Stock until the earlier to occur of (i) the fifth anniversary of the Closing Date and (ii) the date of completion of the initial Public Offering (the "RELEASE DATERelease Date"). Prior to making any permitted (whether as result of the exceptions set forth in Section 2.1(b) or otherwise) Transfer of shares of Common Stock to any Person at any time prior to the termination of this Agreement (other than a Transfer pursuant to a Public Offering, a Transfer (provided Heinz such HW Investor promptly notifies the Company and the other Investor Stockholders of such Transfer and the number of shares of Common Stock Transferred) after the initial Public Offering under Rule 144 under the Securities Act (a "RULE Rule 144 SALESale") or a Transfer pursuant to Sections 2.1(b)(iii)), Heinz such HW Investor shall obtain an Investor Joinder from such transferee, and such transferee shall, by execution thereof, agree to become and automatically be deemed to be an Investor Stockholder subject to all of the rights and obligations contained in this Agreement applicable to Heinz such HW Investor and to have made on the date thereof all representations and warranties made on the date hereof by Heinz such HW Investor (modified, if necessary, to reflect the nature of such Person as a corporation, partnership, other entity or natural person). Promptly thereafter, Heinz such HW Investor shall cause originally executed copies of such Investor Joinder to be delivered to the Company and the other Investor Stockholders and shall notify such Investor Stockholders of the number of shares of Common Stock Transferred. (b) The restriction on Transfer contained in the first sentence of Section 2.1(a) above shall be inapplicable with respect to: (i) any Transfers of Common Stock made by an individual Investor Stockholder to his or her Family Group and, thereafter, among members of such Family Group; (ii) any Transfers of Common Stock by an Investor Stockholder to a member of its Corporate Group and, thereafter, among members of such Corporate Group; PROVIDEDprovided, HOWEVERhowever, if such transferee ceases to be a member of such Corporate Group, such transferee shall immediately Transfer such Common Stock to a member of such Investor Stockholder's Corporate Group; (iii) any Transfer of Common Stock pursuant to the terms of Sections 2.3 or 2.4 or the Registration Rights Agreement; and (iv) any Transfers of Common Stock made by an individual Investor Stockholder upon his or her death to his or her estate, PROVIDED provided that the beneficiaries of the estate are Persons specified in clause (i) of this Section 2.1(b); PROVIDEDprovided, that no such Transfer shall be permitted under this Section 2.1(b) if it would constitute a default or event of default under any agreement governing material debt of the Company or any of its SubsidiariesCompany; PROVIDEDprovided, FURTHERfurther, that in order to facilitate compliance with federal securities laws and the provisions of this Agreement, the aggregate number of Permitted Transferees under Section 2.1(b) shall not exceed 35 Persons at any time without the consent of Artal, which consent shall not be unreasonably withheld or delayed. (c) Any Transfer made in violation of this Section 2.1 (including, without limitation, a Transfer made without obtaining a necessary Investor Joinder) shall be null and void. The Company shall not permit such Transfer to be recorded on the Company's books and records and shall not otherwise cooperate in consummating such Transfer. (d) No Person shall be permitted to become a party to this Agreement except by executing an Investor Joinder pursuant to the terms set forth in this Section 2.1 or pursuant to the terms set forth in Section 2.5.

Transfers of Common Stock. (a) Except as permitted pursuant The transfer of Loaned Shares to Borrower hereunder shall be made by the crediting by a Clearing Organization of such Loaned Shares to Borrower’s “securities account” (within the meaning of Section 2.1(b8-501 of the UCC) maintained with such Clearing Organization. All transfers of Loaned Shares to Lender hereunder shall be made by the crediting of such Loaned Shares to Lender’s Designated Account (whereupon, for the avoidance of doubt, such Loaned Shares credited to Lender’s Designated Account shall become the property of Lender, and Borrower shall have no voting, dispositive control or pecuniary interest with respect thereto). In every transfer of “financial assets” (within the prior written consent meaning of ▇▇▇▇▇Section 8-102(a)(9) of the UCC) hereunder, ▇▇▇▇▇ the transferor shall not Transfer any shares of Common Stock until the earlier to occur of take all steps necessary (i) to effect a delivery of such financial assets to the fifth anniversary transferee under Section 8-301 of the Closing Date and UCC, or to cause the creation of a security entitlement in favor of the transferee in such financial assets under Section 8-501 of the UCC, (ii) to enable the date transferee to obtain “control” (within the meaning of completion Section 8-106 of the initial Public Offering (the "RELEASE DATE"). Prior to making any permitted (whether as result of the exceptions set forth in Section 2.1(b) or otherwise) Transfer of shares of Common Stock to any Person at any time prior to the termination of this Agreement (other than a Transfer pursuant to a Public Offering, a Transfer (provided Heinz promptly notifies the Company and the other Investor Stockholders of such Transfer and the number of shares of Common Stock Transferred) after the initial Public Offering under Rule 144 under the Securities Act (a "RULE 144 SALE") or a Transfer pursuant to Sections 2.1(b)(iii)UCC), Heinz shall obtain an Investor Joinder from such transferee, and such (iii) to provide the transferee shall, by execution thereof, agree to become and automatically be deemed to be an Investor Stockholder subject to all with comparable rights under any similar law or regulation of the rights and obligations contained in this Agreement any other jurisdiction that is applicable to Heinz and to have made on the date thereof all representations and warranties made on the date hereof by Heinz (modified, if necessary, to reflect the nature of such Person as a corporation, partnership, other entity or natural person). Promptly thereafter, Heinz shall cause originally executed copies of such Investor Joinder to be delivered to the Company and the other Investor Stockholders and shall notify such Investor Stockholders of the number of shares of Common Stock Transferredtransfer. (b) The restriction on Transfer contained in the first sentence Except as otherwise provided herein, all transfers of Section 2.1(a) above cash hereunder to Borrower or Lender shall be inapplicable with respect to: (i) any Transfers of Common Stock made by an individual Investor Stockholder to his or her Family Group andwire transfer in immediately available, thereafter, among members of such Family Group; (ii) any Transfers of Common Stock by an Investor Stockholder to a member of its Corporate Group and, thereafter, among members of such Corporate Group; PROVIDED, HOWEVER, if such transferee ceases to be a member of such Corporate Group, such transferee shall immediately Transfer such Common Stock to a member of such Investor Stockholder's Corporate Group; (iii) any Transfer of Common Stock pursuant to the terms of Sections 2.3 or 2.4 or the Registration Rights Agreement; and (iv) any Transfers of Common Stock made by an individual Investor Stockholder upon his or her death to his or her estate, PROVIDED that the beneficiaries of the estate are Persons specified in clause (i) of this Section 2.1(b); PROVIDED, that no such Transfer shall be permitted under this Section 2.1(b) if it would constitute a default or event of default under any agreement governing material debt of the Company or any of its Subsidiaries; PROVIDED, FURTHER, that in order to facilitate compliance with federal securities laws and the provisions of this Agreement, the aggregate number of Permitted Transferees under Section 2.1(b) shall not exceed 35 Persons at any time without the consent of Artal, which consent shall not be unreasonably withheld or delayedfreely transferable funds. (c) Any Transfer made in violation A transfer of securities or cash may be effected under this Section 2.1 11 on any Business Day except (including, without limitation, i) a Transfer made without obtaining a necessary Investor Joinder) shall be null and void. The Company shall not permit such Transfer to be recorded Business Day on which the Company's books and records and shall not otherwise cooperate in consummating such Transfer. (d) No Person shall be permitted to become a party to this Agreement except by executing an Investor Joinder pursuant to the terms set forth in this Section 2.1 or pursuant to the terms transferee is closed for business at its address set forth in Section 2.517 or (ii) a Business Day on which a Clearing Organization or wire transfer system is closed, if the facilities of such Clearing Organization or wire transfer system are required to effect such transfer. Any transfer not effected because of this clause (c) shall be made on the next following Business Day on which such transfer may be made.