definiens: ) or ( B ) to a Person ( which shall be an within the meaning of SEC Rule 501 of Reg ulation D ) pre - approved in writing by the Company, the proceeds of which shall be immediately thereafter t ransferred to a Bone Fide Creditor ; ( ii ) such Trans fer complies with Article III of the Stockholders Agree ment by and among Z - KAT, the Company and certain stockholders of the Company, contemplated for execu tion 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 ( as such term is defined in the Stockholders Agree ment ) shall run for ten ( 10 ) business days in connection with a Transfer hereunder ; and ( iii ) each permitted trans feree hereunder enters into an agreement or instrument of accession to the Stockholders Agreement whereby su ch assignee shall ( x ) become an under the Stockholders Agreement and ( y ) agree t o become and remain bound by the restrictions and pro visions of the Stockholders Agreement as and to the same extent as the other Stockholders ( as defined in the Stockholders Agreement ) party hereto