definiens: ) or ( B ) to aPerson ( which shall be an within the meaning of SEC Rule 501 of Regulation D ) pre - approved in writingby the Company, the proceeds of which shall be immediately thereafter transferred to a Bone Fide Creditor ; ( ii ) such Transfercomplies with Article III of the Stockholders Agreement by and among Z - KAT, the Company and certain stockholders of theCompany, contemplated for execution within five ( 5 ) business days following the Contribution Date ( the which is expressly incorporated herein by reference ), except that the option of each Investor Stockholder ( assuch term is defined in the Stockholders Agreement ) shall run for ten ( 10 ) business days in connection with a Transferhereunder ; and ( iii ) each permitted transferee hereunder enters into an agreement or instrument of accession to theStockholders Agreement whereby such assignee shall ( x ) become an under the StockholdersAgreement and ( y ) agree to become and remain bound by the restrictions and provisions of the Stockholders Agreement as andto the same extent as the other Stockholders ( as defined in the Stockholders Agreement ) party hereto