THE EXPIRATION
OF SUCH SIXTY-BUSINESS DAY PERIOD BY DELIVERING A WRITTEN NOTICE THEREOF TO EACH
ROFR STOCKHOLDER.
2.6
LEGEND.
(A)
ALL CERTIFICATES REPRESENTING THE EQUITY
SECURITIES HELD BY EACH STOCKHOLDER SHALL BEAR LEGENDS SUBSTANTIALLY IN THE
FOLLOWING FORMS:
"THIS COMMON STOCK HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY OTHER APPLICABLE SECURITIES LAW AND MAY NOT BE TRANSFERRED IN
THE ABSENCE OF REGISTRATION THEREUNDER OR AN EXEMPTION THEREFROM.
THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS OF A CERTAIN
STOCKHOLDERS AGREEMENT, AMONG THE ISSUER HEREOF AND EACH OF THE HOLDERS OF THE
COMMON STOCK, AS AMENDED, MODIFIED AND SUPPLEMENTED FROM TIME TO TIME.
NO
TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH
THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT.
THE HOLDER OF THIS CERTIFICATE,
BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS
OF SUCH STOCKHOLDERS AGREEMENT.
COPIES OF SUCH STOCKHOLDERS AGREEMENT ARE ON
FILE AT THE ISSUER'S PRINCIPAL OFFICES AND, UPON WRITTEN REQUEST,
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COPIES THEREOF WILL BE MAILED WITHOUT CHARGE WITHIN FIVE DAYS OF RECEIPT OF SUCH
REQUEST TO APPROPRIATELY INTERESTED PERSONS."
(B)
UPON THE PERMITTED SALE OF ANY EQUITY
SECURITIES PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR PURSUANT TO RULE 144 OR (II) ANOTHER EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OR UPON THE TERMINATION OF THIS AGREEMENT,
THE CERTIFICATES REPRESENTING SUCH EQUITY SECURITIES SHALL BE REPLACED, AT THE
EXPENSE OF THE COMPANY, WITH CERTIFICATES OR INSTRUMENTS NOT BEARING THE LEGENDS
REQUIRED BY SECTION 2.6(A); PROVIDED, HOWEVER, THAT THE COMPANY MAY CONDITION
SUCH REPLACEMENT OF CERTIFICATES UNDER CLAUSE (II) UPON THE RECEIPT OF AN
OPINION OF SECURITIES COUNSEL REASONABLY SATISFACTORY TO THE COMPANY.
ARTICLE III
DEFINITIONS
3.1
CERTAIN DEFINITIONS.
"Affiliate" means, (i) with respect to any Person, any Person directly or
indirectly Controlling, Controlled by or under common Control with such Person,
(ii) with respect to any AIG Entity, any other investment entity sponsored or
managed by AIG or any asset management entity successor thereto, (iii) with
respect to any Camulos Fund, any other investment entity sponsored or managed by
Camulos or any investment management entity successor thereto, and (iv) with
respect to any Taconic Fund, any other investment entity sponsored or managed by
Taconic or any investment management entity successor thereto.
"Agreement" means this Stockholders Agreement, as amended from time to time in
accordance with Section 4.6(a).
"AIG" means AIG Global Investment Corp., a New Jersey corporation.
"AIG Entities" means, collectively, each of the entities listed on Schedule IV
hereto.
"Applicable Law" means all applicable provisions of (i) constitutions, treaties,
statutes, laws (including the common law), rules, regulations, ordinances, codes
or orders of any Governmental Entity, (ii) any consents or approvals of any
Governmental Entity and (iii) any orders, decisions, injunctions, judgments,
awards, decrees of or agreements with any Governmental Entity.
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"Board" means the Board of Directors of the Company.
"Board Special Approval"