4. Effect of Vesting. To the extent any portion of the Restricted Units granted under this Award have become Vested Units as provided above, then except as set forth in Section 3 hereof (including the repurchase provisions thereof), such Vested Units will thereafter be free of the forfeiture provisions of this Award; provided, that the Vested Units shall at all times remain subject to the terms, conditions, restrictions and limitations set forth from time to time in the LLC Agreement.
5. Restrictions on Transfer. Except as otherwise provided for in the LLC Agreement, the Grantee may not, directly or indirectly, by operation of Law or otherwise, voluntarily or involuntarily, Transfer (as defined in the LLC Agreement) any of the Units granted hereunder or any interest therein, except with the prior written consent of the Company, which may be granted or withheld in the Companys sole discretion.
6. Restrictive Legend. In addition to any other restrictions on Transfer set forth herein or in the LLC Agreement, the Grantee acknowledges that the Restricted Units granted hereunder have not been registered under the Securities Act of 1933, as amended (the Securities Act), or applicable state securities Laws, and may not be offered, sold, assigned, pledged or otherwise Transferred in the absence of an effective registration statement under the Securities Act covering such Transfer, or an opinion of counsel satisfactory to the Company that registration under the Securities Act is not required. In the event that certificates evidencing the Restricted Units are issued, such certificates shall bear a legend substantially in the form set forth below:
The transferability of this certificate and the Units represented hereby are subject to the restrictions, terms, and conditions (including restrictions on transfers) contained in (1) a certain Restricted Unit Award between the Company and the holder of record of this certificate, and (2) the limited liability company operating agreement of the Company, as amended from time to time, copies of which are available at the offices of the Company for examination.
7. Withholding Taxes. The Company and its Affiliates shall have the right and are hereby authorized to withhold from any payment due or transfer made under any Restricted Units, under the Plan or from any other amount owing to the Grantee (including in connection with any Transfers), the amount (in cash, securities or other property) of any applicable Federal, state, local or non-U.S. withholding taxes in respect of the Restricted Units or any payment or transfer under the Restricted Units or the Plan and to take such other action as may be necessary in the opinion of the Board of Directors to satisfy all obligations for the payment of such taxes. The Grantee agrees to pay the Company or its applicable Affiliate any amount of such applicable Federal, state, local or non-U.S. withholding taxes that cannot be satisfied through one of the foregoing methods.
8. Section 83(b) Election. The Grantee acknowledges that the Restricted Units may be treated as subject to a substantial risk of forfeiture within the meaning of Section 83 of the Code and that, in the absence of an election under Section 83(b) of the Code, the excess of the fair market value of the Restricted Units on the date on which any forfeiture restrictions applicable to such Restricted Units lapse over the price paid for the Restricted Units (which price is $0) may be reportable as ordinary income at that time. As a condition subsequent to the issuance of the Restricted Units, the Grantee shall file a timely, valid election under Section 83(b) of the Code to include in the Grantees taxable income, at the time of issuance, the difference between the fair market value of the Units and the amount paid for the Units; provided, however, that the Board of Directors, in its sole and absolute discretion, may waive the requirement that the Grantee file such an election.