Applicable Transfer Cap

Applicable Transfer Cap. Means, with respect to a particular Key Management Investor or his Permitted Transferee at the date of a proposed transfer, a number of Transferrable Shares equal to (A) such Key Management Investor's First Period Cap plus (B) if the transfer occurs after the commencement of the Second Period, such Key Management Investor's Second Period Cap plus (C) if the transfer occurs after the commencement of the Third Period, such Key Management Investor's Third Period Cap minus (D) the aggregate number... of Transferrable Shares that such Key Management Investor and his Permitted Transferees have transferred other than (1) to a Permitted Transferee pursuant to Section 3.2, (2) in a registered underwritten offering in which one or more of the Silver Lake Investors participates, (3) to satisfy tax withholding requirements in connection with the exercise, vesting or settlement, as applicable, of Options (or similar stock appreciation rights), Restricted Stock Units or restricted stock awards or (4) with the prior written consent of the Silver Lake Investors. View More