BECOME
INELIGIBLE FOR S CORPORATION STATUS OR WOULD CAUSE THE S CORPORATION STATUS OF
THE COMPANY TO TERMINATE, AS APPLICABLE, UNDER THE PROVISIONS OF THE CODE AS IN
EFFECT AT THE TIME OF THE PURPORTED TRANSFER (AS A RESULT OF THE STATUS OF THE
PROPOSED TRANSFEREE, THE NUMBER OF SHAREHOLDERS OF THE COMPANY, OR OTHERWISE).
(B)
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, UPON
AND AFTER THE EFFECTIVE DATE, NO TRANSFER OF SHARES SHALL BE PERMITTED, AND NO
PURPORTED TRANSFER SHALL BE EFFECTIVE, UNLESS AND UNTIL (I) THE SHAREHOLDER
DESIRING TO TRANSFER SHARES SHALL HAVE PROVIDED THE COMPANY, WITHIN A REASONABLE
TIME PRIOR TO THE PROPOSED TRANSFER, WITH A STATEMENT REGARDING THE IDENTITY OF
THE PROPOSED TRANSFEREE SUFFICIENT TO SATISFY THE COMPANY THAT THE TRANSFEREE IS
A PERSON THAT IS ELIGIBLE TO BE A SHAREHOLDER OF AN S CORPORATION AND THE
TRANSFER WILL NOT RESULT IN AN INCREASE IN THE NUMBER OF SHAREHOLDERS OF THE
COMPANY SUCH THAT IT DESTROYS S CORPORATION STATUS, (II) IF THE PROPOSED
TRANSFEREE IS A TRUST, (A) THE COMPANY HAS RECEIVED, WITHIN A REASONABLE TIME
PRIOR TO THE PROPOSED TRANSFER, COPIES OF ALL RELEVANT TRUST DOCUMENTS, (B) THE
COMPANY HAS, AT ITS OPTION AND AT THE SOLE EXPENSE OF THE SHAREHOLDER, OBTAINED
A PRIVATE LETTER RULING FROM THE INTERNAL REVENUE SERVICE OR AN OPINION OF THE
COMPANY'S COUNSEL OR, TO THE EXTENT THE COMPANY REASONABLY DETERMINES IT TO BE
NECESSARY, OF THE SHAREHOLDER'S COUNSEL ACCEPTABLE TO THE COMPANY, PROVIDING, IN
FORM AND SUBSTANCE ACCEPTABLE TO THE COMPANY, THAT THE TRANSFER TO THE TRUST
WILL NOT ADVERSELY AFFECT THE COMPANY OR ANY OF ITS SHAREHOLDERS UNDER
SUBCHAPTER S OF THE CODE AND (C) ANY PERSONS TREATED AS SHAREHOLDERS OF THE
COMPANY (AS DETERMINED UNDER SECTION 1361 OF THE CODE) AGREE TO BE BOUND BY THE
PROVISIONS OF THIS AGREEMENT AS IF THEY WERE A SHAREHOLDER AND ENTER INTO SUCH
AGREEMENTS AND MAKE SUCH REPRESENTATIONS OR WARRANTIES AS THE COMPANY SHALL
REQUEST IN CONNECTION THEREWITH, (III) THE COMPANY HAS PROVIDED WRITTEN NOTICE
TO THE SHAREHOLDER AND THE TRANSFEREE THAT THE REQUIREMENTS OF CLAUSE (I) OR
(II) ABOVE HAVE BEEN SATISFACTORILY MET AND (IV) THE TRANSFEREE HAS EXECUTED A
JOINDER.
(C)
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, UPON
AND AFTER THE EFFECTIVE DATE, ANY PURPORTED TRANSFER OR ACQUISITION OF SHARES IN
VIOLATION OF ANY OF THE COVENANTS AND RESTRICTIONS OF THIS ARTICLE VI SHALL BE
NULL AND VOID AB INITIO. THE PURPORTED TRANSFEREE SHALL HAVE NO INTEREST IN ANY
OF THE SHARES PURPORTED TO BE TRANSFERRED, SHALL NOT BE DEEMED A SHAREHOLDER,
AND SHALL NOT BE ENTITLED TO RECEIVE A NEW STOCK CERTIFICATE FOR SHARES OR ANY
DIVIDENDS OR OTHER DISTRIBUTIONS ON OR WITH RESPECT TO THE SHARES. EACH
SHAREHOLDER AGREES THAT ANY SUCH TRANSFER OR ACQUISITION MAY AND SHOULD BE
ENJOINED.
(D)
NO MORE THAN TWENTY (20) MEMBERS OF THE ZELL FAMILY GROUP MAY HOLD
SHARES AT ANY GIVEN TIME.
FOR PURPOSES OF THIS SECTION 6.7(D), ALL MEMBERS OF
THE ZELL FAMILY
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