counterpart to this Agreement, the execution of which
shall constitute such Transferee's agreement to the terms of this
Section 8.1(a)(i).
Upon such a Transfer, the Permitted Transferee shall be
deemed an Investor Securityholder hereunder and shall be entitled to the rights,
and subject to the obligations and restrictions, contained herein.
(ii)
An Investor Securityholder may Transfer any or all of its Securities
or Conversion Shares upon written consent by the Company permitting such
Transfer.
(iii)
An Investor Securityholder may Transfer any or all of its Securities
or Conversion Shares (A) to the Company or any of its Subsidiaries or
(B) pursuant to any tender offer, exchange offer, merger, consolidation,
reclassification, reorganization, recapitalization or other similar transaction
in which stockholders of the Company are offered, permitted or required to
participate as holders of the Company's capital stock, provided that such
transaction is an Approved Transaction.
(iv)
An Investor Securityholder may Transfer any or all of its Securities or
Conversion Shares upon the occurrence of a Bankruptcy Event with respect to the
Company or any of its Significant Subsidiaries.
(B)
SUBJECT TO SECTION 8.1(C), 8.1(D), 8.1(E) AND 8.1(F), AFTER THE RESTRICTED
PERIOD TERMINATION DATE, THE INVESTOR SECURITYHOLDERS SHALL HAVE THE RIGHT TO
TRANSFER SECURITIES OR CONVERSION SHARES WITHOUT RESTRICTION HEREUNDER; PROVIDED
THAT IN THE CASE OF ANY TRANSFER TO A PERMITTED TRANSFEREE, SUCH PERMITTED
TRANSFEREE (I) AGREES TO BE BOUND HEREUNDER AS AN INVESTOR SECURITYHOLDER,
(II) AGREES THAT THE REPRESENTATIONS, COVENANTS AND OTHER AGREEMENTS MADE BY THE
ASSIGNOR HEREIN SHALL BE DEEMED TO HAVE BEEN MADE BY SUCH TRANSFEREE, AND
(III) SHALL EXECUTE A COUNTERPART TO THIS AGREEMENT, THE EXECUTION OF WHICH
SHALL CONSTITUTE SUCH TRANSFEREE'S AGREEMENT TO THE TERMS OF THIS
SECTION 8.1(B).
UPON SUCH A TRANSFER, THE PERMITTED TRANSFEREE SHALL BE DEEMED
AN INVESTOR SECURITYHOLDER HEREUNDER AND SHALL BE ENTITLED TO THE RIGHTS, AND
SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS, CONTAINED HEREIN.
47
(C)
NO INVESTOR SECURITYHOLDER MAY, TOGETHER WITH ITS AFFILIATES, IN ANY
SINGLE TRANSACTION OR SERIES OF RELATED TRANSACTIONS, WHETHER ON, BEFORE OR
AFTER THE RESTRICTED PERIOD TERMINATION DATE, TRANSFER TO ANY PERSON OR GROUP OF
RELATED PERSONS (OTHER THAN PERMITTED TRANSFEREES) SECURITIES OR CONVERSION
SHARES TO THE EXTENT SUCH PERSON OR GROUP OF RELATED PERSONS WOULD, TO THE
KNOWLEDGE OF SUCH INVESTOR SECURITYHOLDER AFTER DUE INQUIRY (IT BEING UNDERSTOOD
THAT DUE INQUIRY SHALL NOT BE REQUIRED IN CIRCUMSTANCES WHERE THE PURCHASER IN A
SALE TRANSACTION IS NOT REASONABLY IDENTIFIABLE, SUCH AS IN A "BROKERS'
TRANSACTION" (AS DEFINED IN RULE 144) OR IN AN UNDERWRITTEN PUBLIC OFFERING),
UPON COMPLETION OF THE TRANSFER OF SUCH SECURITIES OR CONVERSION SHARES
BENEFICIALLY OWN MORE THAN 7.5% OF THE COMMON SHARES OUTSTANDING, UNLESS SUCH
TRANSFER (I) HAS BEEN APPROVED BY, OR IS IN CONNECTION WITH A TRANSACTION
APPROVED OR RECOMMENDED BY, THE BOARD OR (II) IS MADE PURSUANT TO A TENDER
OFFER, EXCHANGE OFFER, MERGER, CONSOLIDATION OR SIMILAR TRANSACTION THAT IS AN
APPROVED TRANSACTION.
TO THE EXTENT THAT ANY TENDER OFFER IS NOT AN APPROVED
TRANSACTION, THE COMPANY WILL TAKE SUCH