EXEMPT PEARLSTEIN TRANSFER

EXEMPT PEARLSTEIN TRANSFER. Means (i) any Transfer by a member of the Pearlstein Group to another member of the Pearlstein Group, (ii) any Transfer by a member of the Pearlstein Group to any Investor, (iii) any Transfer pursuant to applicable laws of descent and distribution, (iv) 10 any Transfer pursuant to any of the transfer provisions of the Senior Management Agreement with Jack Pearlstein as such transfer provisions are in effect as of the date hereof, (v) any Transfer... pursuant to the Pearlstein Free Transferability Agreement, or (vi) any Transfer of shares of Common Stock which, when aggregated with all other prior Transfers of shares of Common Stock after the date hereof by the Pearlstein Group (without taking into account any Transfers pursuant to any other clause of this definition (other than clause (v)), would result in the Pearlstein Group having Transferred less than 10% of the number of shares of Common Stock held by the Pearlstein Group as of the date hereof (as such number is adjusted for stock splits, stock dividends, stock combinations and similar transactions). View More