THE PROPOSED TRANSFER OF THE
SHARES MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND
APPLICABLE STATE SECURITIES LAWS.
EACH CERTIFICATE EVIDENCING THE SHARES
TRANSFERRED SHALL BEAR THE LEGENDS SET FORTH IN SECTION 2.1(A), EXCEPT THAT SUCH
CERTIFICATE SHALL NOT BEAR SUCH LEGEND IF THE OPINION OF COUNSEL REFERRED TO
ABOVE IS TO THE FURTHER EFFECT THAT SUCH LEGEND IS NOT REQUIRED IN ORDER TO
ESTABLISH COMPLIANCE WITH ANY PROVISION OF THE SECURITIES ACT OR APPLICABLE
STATE SECURITIES LAWS.
NOTWITHSTANDING THE FOREGOING, NO
6
WRITTEN OPINION OF LEGAL COUNSEL SHALL BE REQUIRED BY THE COMPANY IN CONNECTION
WITH A TRANSFER TO ANY PERMITTED TRANSFEREE OF THE TYPE DEFINED IN SECTION
2.4(C)(III) HEREOF.
(B)
IN ANY TRANSFER OF SHARES TO A PERMITTED
TRANSFEREE, EACH SUCH PERMITTED TRANSFEREE SHALL TAKE SUCH SHARES SUBJECT TO AND
BE FULLY BOUND BY THE TERMS OF THIS AGREEMENT APPLICABLE TO IT, HIM OR HER WITH
THE SAME EFFECT AS IF IT, HE OR SHE WERE A PARTY HERETO (INCLUDING, IF THE
SHARES BEING TRANSFERRED TO SUCH PERMITTED TRANSFEREE ARE MANAGEMENT SHARES,
ARTICLE V HEREOF), PROVIDED, THAT (I) NO ENTITY OR PERSON SHALL BE A PERMITTED
TRANSFEREE UNLESS SUCH TRANSFEREE EXECUTES A JOINDER TO THIS AGREEMENT
SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY, WHICH SUCH JOINDER STATES
WITH RESPECT TO ANY PERMITTED TRANSFEREE OTHER THAN A NATURAL PERSON, THAT SUCH
PERMITTED TRANSFEREE AGREES TO TRANSFER SUCH SHARES TO THE INVESTOR FROM WHOM
SUCH PERMITTED TRANSFEREE RECEIVED SUCH SHARES IMMEDIATELY PRIOR TO THE
OCCURRENCE OF ANY EVENT WHICH WOULD RESULT IN SUCH PERSON NO LONGER BEING A
PERMITTED TRANSFEREE OF SUCH INVESTOR AND (II) NO TRANSFER SHALL BE EFFECTED
EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR
PURSUANT TO AN AVAILABLE EXEMPTION THEREFROM.
EACH INVESTOR AGREES TO ACCEPT
THE TRANSFER OF SHARES TO SUCH INVESTOR AT ANY TIME FROM A TRANSFEREE OF SUCH
INVESTOR.
(C)
AS USED HEREIN, "PERMITTED TRANSFEREE"
SHALL MEAN:
(I)
IN THE CASE OF ANY INVESTOR WHO IS A
NATURAL PERSON, SUCH INVESTOR, SUCH INVESTOR'S SPOUSE, LINEAL DESCENDANTS (IN
EACH CASE, NATURAL OR ADOPTED), SIBLINGS, PARENTS, ANY TRUST SOLELY FOR THE
BENEFIT OF ANY OF THE FOREGOING, OR ANY CORPORATION OR PARTNERSHIP IN WHICH THE
DIRECT AND BENEFICIAL OWNER OF ALL OF THE EQUITY INTEREST IS ANY OF THE
FOREGOING;
(II)
IN THE CASE OF ANY INVESTOR OR PERMITTED
TRANSFEREE WHO IS, IN EACH CASE, A NATURAL PERSON, THE HEIRS, EXECUTORS,
ADMINISTRATORS OR PERSONAL REPRESENTATIVES UPON THE DEATH OF SUCH INVESTOR OR
PERMITTED TRANSFEREE OR UPON THE INCOMPETENCY OR DISABILITY OF SUCH INVESTOR OR
PERMITTED TRANSFEREE FOR PURPOSES OF THE PROTECTION AND MANAGEMENT OF HIS OR HER
ASSETS;
(III)
IN THE CASE OF THE FUND, CVC OR THEIR
PERMITTED TRANSFEREES, (A) THE FUND, CVC OR ANY OF THEIR AFFILIATES, (B) ANY
LIMITED PARTNERSHIP, LIMITED LIABILITY COMPANY OR OTHER INVESTMENT VEHICLE THAT
IS SPONSORED OR MANAGED (WHETHER THROUGH THE OWNERSHIP OF SECURITIES HAVING A
MAJORITY OF THE VOTING POWER, AS A GENERAL PARTNER OR THROUGH THE MANAGEMENT OF
INVESTMENTS)