Common use of Allocation of Included Shares Clause in Contracts

Allocation of Included Shares. The maximum number of shares of Common Stock and other Securities that may individually be sold by Investor (pursuant to Sections 3.1(b) and 3.2(b)), each Existing Stockholder (pursuant to Sections 3.1(a) and 3.2(a)), and each other holder of Securities who has rights to participate in sales of Securities by the Investor or the Existing Stockholders pursuant to written agreements by and between the Company and any such holder (the “Other Tag-Along Rights Holders”), in any sale governed by this Section 3 shall be (i) such Person’s Individual Offered Shares in the event the Third Party has agreed to purchase All Offered Shares and all Securities that the Other Tag-Along Rights Holders who have elected to participate in such sale seek to include in such sale or (ii) such number of shares of Common Stock or other Securities, as applicable, equal in each case to the product of (a) the total number of shares of such type or class of security which the Third Party has agreed to purchase times (b) a fraction, the numerator of which is the total number of shares of such type or class of security owned by such Investor, Existing Stockholder, or Other Tag-Along Rights Holder who is eligible to and has elected to participate in such sale, as the case may be, on the date of the applicable Final Notice, and the denominator of which is the aggregate total number of shares of such type or class of security owned on the date of the applicable Final Notice by the Investor, the Existing Stockholders, and the Other Tag-Along Rights Holders who have elected to participate in such sale; provided, however, that, in the event the Investor, the Existing Stockholders, or any Other Tag-Along Rights Holder elects to sell a number of any type or class of security which is less than the number such holder could sell pursuant to clause (ii) above, the shares of such type or class of security that the others of such holders can sell in such transaction shall be increased by an aggregate amount equal to the number of shares which any of the Investor, the Existing Stockholders, or any Other Tag-Along Rights Holder could have sold in such transaction but chose not to sell, and any such increase shall be allocated among such other holders on a pro rata basis based upon the total number of shares of such type or class of security owned on the date of the applicable Final Notice by such other holders. Without the prior written consent of Xxxxx X. Xxxxxxxxxxx, neither the Company nor Investor shall enter into any agreement that grants rights to any Other Tag Along Rights Holder that are inconsistent with the provisions of this Section 3.3.

Allocation of Included Shares. The maximum number of shares of Common Stock and other Securities Shares that ----------------------------- may individually be sold by Investor (pursuant to Sections 3.1(b) FSEP IV, Xxxxxx Xxxxxxx, if applicable, the Stockholders and 3.2(b)), each Existing Stockholder (pursuant to Sections 3.1(a) and 3.2(a)), and each all other holder holders of Securities the Company's Common Stock who has have rights to participate in sales of Securities by the Investor or the Existing Stockholders FS Shares pursuant to written agreements by and between the Company FSEP IV and any such holder (the “Other Tag"OTHER FS TAG-Along Rights Holders”), ALONG RIGHTS HOLDERS") in any sale governed by this Section 3 5.4 shall be (i) such Person’s Individual All Offered Shares in the event the Third Party has agreed to purchase All Offered Shares and as well as all Securities shares of the Company's Common Stock that the Other FS Tag-Along Rights Holders who have elected to participate in such sale seek to include in such sale sale, or (ii) such number of shares of the Company's Common Stock or other Securities, as applicable, equal in each case to the product of (aA) the total number of shares of such type or class of security the Company's Common Stock which the Third Party has agreed to purchase times (bB) a fraction, the numerator of which is the total number of shares of such type or class of security the Company's Common Stock owned by such InvestorFSEP IV, Existing StockholderXxxxxx Xxxxxxx, the Stockholders, or each Other FS Tag-Along Rights Holder who is eligible to and has elected to participate in such sale, as the case may be, specified in the FS Final Notice on the date of the applicable FS Final Notice, and the denominator of which is the aggregate total number of shares of such type or class of security the Company's Common Stock, in the aggregate, owned on the date of the applicable FS Final Notice by the InvestorFSEP IV, Xxxxxx Xxxxxxx, the Existing Stockholders, Stockholders and the Other FS Tag-Along Rights Holders who have elected to participate in such sale; provided, however, that, in the event the InvestorFSEP IV, Xxxxxx Xxxxxxx, the Existing Stockholders, Stockholders -------- ------- or any Other FS Tag-Along Rights Holder elects to sell a number of any type or class shares of security the Company's Common Stock which is less than the number of shares such holder could sell pursuant to clause (ii) above, the shares of such type or class of security the Company's Common Stock that the others of such holders can sell in such transaction shall be increased by an aggregate amount equal to the number of shares which any of the InvestorFSEP IV, Xxxxxx Xxxxxxx, the Existing Stockholders, Stockholders or any Other FS Tag-Along Rights Holder could have sold in such transaction but chose not to sell, and any such increase shall be allocated among such other holders on a pro rata basis based upon the total number of shares of such type or class of security the Company's Common Stock owned on the date of the applicable FS Final Notice by such other holders. Without the prior written consent of Xxxxx X. Xxxxxxxxxxx, neither the Company nor Investor shall enter into any agreement that grants rights to any Other Tag Along Rights Holder that are inconsistent with the provisions of this Section 3.3.

Allocation of Included Shares. The maximum number of ----------------------------- shares of Common Stock and other Securities that may individually be sold by Investor (pursuant to Sections 3.1(b) FS Stockholder, Sears Stockholder, Ripplewood Stockholder and 3.2(b)), each Existing Stockholder (pursuant to Sections 3.1(a) and 3.2(a)), and each all other holder holders of Securities Common Stock who has have rights to participate in sales of Securities Common Stock by the Investor FS Stockholder, Sears Stockholder or the Existing Stockholders Ripplewood Stockholder pursuant to written agreements by and between the FS Stockholder, the Sears Stockholder, the Ripplewood Stockholder or the Company and any such holder (the “"Other Tag-Along Rights Holders”), ") in any sale governed by this Section 3 shall be (i) such Person’s Individual All Offered Shares in the event the Third Party has agreed to purchase All Offered Shares and all Securities shares of Common Stock that the Other Tag-Along Rights Holders who have elected to participate in such sale seek to include in such sale or (ii) such number of shares of Common Stock or other Securities, as applicable, equal in each case to the product of (a) the total number of shares of such type or class of security Common Stock which the Third Party has agreed to purchase times (b) a fraction, the numerator of which is the total number of shares of such type or class of security Common Stock owned by such Investorthe FS Stockholder, the Sears Stockholder, the Ripplewood Stockholder, Existing Stockholder, Stockholders or each Other Tag-Along Rights Holder who is eligible to and has elected to participate in such sale, as the case may be, on the date of the applicable Final Notice, Notice or Ripplewood Final Notice and the denominator of which is the aggregate total number of shares of such type or class of security Common Stock owned on the date of the applicable Final Notice or Ripplewood Final Notice by all of the InvestorFS Stockholder, the Sears Stockholder, the Ripplewood Stockholder, the Existing Stockholders, Stockholders and the Other Tag-Tag- Along Rights Holders who have elected to participate in such sale; provided, however, that, in the event the InvestorFS -------- ------- Stockholder, the Sears Stockholder, the Ripplewood Stockholder, the Existing Stockholders, Stockholders or any Other Tag-Tag- Along Rights Holder elects to sell a number of any type or class shares of security Common Stock which is less than the number of shares such holder could sell pursuant to clause (ii) above, the shares of such type or class of security Common Stock that the others of other such holders can sell in such transaction shall be increased by an aggregate amount equal to the number of shares which any of the InvestorFS Stockholder, the Ripplewood Stockholder, the Existing Stockholders, Stockholders or any Other Tag-Along Rights Holder could have sold in such transaction but chose not to sell, and any such increase shall be allocated among such other holders on a pro rata basis based upon the total number of shares of such type or class of security Common Stock owned on the date of the applicable Final Notice or Ripplewood Final Notice by such other holders. Without The Company shall not grant to any Person that is not a party to this Agreement on the date hereof rights which are more favorable than or which would interfere with (it being understood that the granting of substantially similar rights to Other Tag-Along Rights Holders shall not by itself be deemed to so interfere) those granted to the Existing Stockholders pursuant to this Section 3 without Xx. Xxxxxxx'x or his representative's prior written consent of Xxxxx X. Xxxxxxxxxxx, neither consent. The Stockholders shall use reasonable best efforts to cause the Company nor Investor shall enter into any agreement to amend existing agreements under the Company's stock plans for management, and adopt new forms of agreements, so that grants rights to any Other Tag Management Stockholders having Tag-Along Rights Holder that are inconsistent with the provisions of this Section 3.3can exercise such rights in a sale either by FS Stockholder or Sears Stockholder.

Allocation of Included Shares. The maximum number of ----------------------------- shares of Holding Common Stock and other Securities Common Stock, as the case may be, that may individually be sold by Investor (pursuant to Sections 3.1(b) the FS Entities and 3.2(b)), each Existing Stockholder (pursuant to Sections 3.1(a) the Trust and 3.2(a)), and each all other holder holders of Securities Holding Common Stock or Common Stock who has have rights to participate in sales of Securities Holding Common Stock by the Investor or the Existing Stockholders FS Entities pursuant to written agreements by and between the Company FS Entities and any such holder (the “"Other FS Tag-Along Rights Holders”), ") in any sale governed by this Section 3 3A shall be (i) such Person’s Individual All Holding and Company Offered Shares in the event the Third Party has agreed to purchase All Holding and Company Offered Shares and all Securities shares of Holding Common Stock or Common Stock, as the case may be, that the Other FS Tag-Along Rights Holders who have elected to participate in such sale seek to include in such sale or (ii) such number of shares of Holding Common Stock or other Securitiesand Common Stock, as applicablethe case may be, equal in each case to the product of (aA) the total number of shares of such type or class of security Holding Common Stock and Common Stock which the Third Party has agreed to purchase times (bB) a fraction, the numerator of which is the total number of shares of such type or class of security Holding Common Stock and/or Common Stock owned by such Investorthe FS Entities, Existing Stockholderthe Trust, or each Other FS Tag-Along Rights Holder who is eligible to and has elected to participate in such sale, as the case may be, specified in the FS Final Notice on the date of the applicable FS Final Notice, Notice and the denominator of which is the aggregate total number of shares of such type or class of security Holding Common Stock and Common Stock owned on the date of the applicable FS Final Notice by the InvestorFS Entities, the Existing Stockholders, Trust and the Other FS Tag-Along Rights Holders who have elected to participate in such sale; sale provided, however, that, in the event the InvestorFS Entities, the Existing Stockholders, Trust or -------- ------- any Other FS Tag-Along Rights Holder elects to sell a number of any type shares of Holding Common Stock or class of security Common Stock which is less than the number of shares such holder could sell pursuant to clause (ii) above, the shares of such type or class of security Holding Common Stock and Common Stock that the others of such holders can sell in such transaction shall be increased by an aggregate amount equal to the number of shares which any of the InvestorFS Entities, the Existing Stockholders, Trust or any Other FS Tag-Along Rights Holder could have sold in such transaction but chose not to sell, and any such increase shall be allocated among such other holders on a pro rata basis based upon the total number of shares of such type or class of security Holding Common Stock and Common Stock owned on the date of the applicable FS Final Notice by such other holders. Without the prior written consent of Xxxxx X. Xxxxxxxxxxx, neither the Company nor Investor shall enter into any agreement that grants rights to any Other Tag Along Rights Holder that are inconsistent with the provisions of this Section 3.3.

Allocation of Included Shares. The maximum number of shares of ----------------------------- Common Stock and other Securities that may individually be sold by Investor (pursuant to Sections 3.1(b) FSEP III, FSEP International and 3.2(b)), each Existing Stockholder (pursuant to Sections 3.1(a) and 3.2(a)), and each all other holder holders of Securities Common Stock who has have rights to participate in sales of Securities Common Stock by the Investor or the Existing Stockholders FS Stockholder pursuant to written agreements by and between the Company FS Stockholder and any such holder (the “"Other Tag-Along Rights Holders”), ") in any sale governed by this Section 3 shall be (i) such Person’s Individual All Offered Shares in the event the Third Party has agreed to purchase All Offered Shares and all Securities shares of Common Stock that the Other Tag-Along Rights Holders who have elected to participate in such sale seek to include in such sale or (ii) such number of shares of Common Stock or other Securities, as applicable, equal in each case to the product of (a) the total number of shares of such type or class of security Common Stock which the Third Party has agreed to purchase times (b) a fraction, the numerator of which is the total number of shares of such type or class of security Common Stock owned by such InvestorFSEP III, FSEP International, an Existing Stockholder, Stockholder or each Other Tag-Along Rights Holder who is eligible to and has elected to participate in such sale, as the case may be, on the date of the applicable Final Notice, Notice and the denominator of which is the aggregate total number of shares of such type or class of security Common Stock owned on the date of the applicable Final Notice by the InvestorFSEP III, FSEP International, the Existing Stockholders, Stockholders and the Other Tag-Along Rights Holders who have elected to participate in such sale; provided, however, that, -------- ------- in the event the InvestorFSEP III, FSEP International, the Existing Stockholders, Stockholders or any Other Tag-Along Rights Holder elects to sell a number of any type or class shares of security Common Stock which is less than the number of shares such holder could sell pursuant to clause (ii) above, the shares of such type or class of security Common Stock that the others of such holders can sell in such transaction shall be increased by an aggregate amount equal to the number of shares which any of the InvestorFSEP III, FSEP International, the Existing Stockholders, Stockholders or any Other Tag-Along Rights Holder could have sold in such transaction but chose not to sell, and any such increase shall be allocated among such other holders on a pro rata basis based upon the total number of shares of such type or class of security Common Stock owned on the date of the applicable Final Notice by such other holders. Without the prior written consent of Xxxxx X. Xxxxxxxxxxx, neither the Company nor Investor shall enter into any agreement that grants rights to any Other Tag Along Rights Holder that are inconsistent with the provisions of this Section 3.3.

Allocation of Included Shares. The maximum number of shares of ----------------------------- Common Stock and other Securities that may individually be sold by Investor (pursuant to Sections 3.1(b) FS Stockholder, Ripplewood Stockholder and 3.2(b)), each Existing Stockholder (pursuant to Sections 3.1(a) and 3.2(a)), and each all other holder holders of Securities Common Stock who has have rights to participate in sales of Securities Common Stock by the Investor FS Stockholder or the Existing Stockholders Ripplewood Stockholder pursuant to written agreements by and between the FS Stockholder, the Ripplewood Stockholder or the Company and any such holder (the “"Other Tag-Along Rights Holders”), ") in any sale governed by this Section 3 shall be (i) such Person’s Individual All Offered Shares in the event the Third Party has agreed to purchase All Offered Shares and all Securities shares of Common Stock that the Other Tag-Along Rights Holders who have elected to participate in such sale seek to include in such sale or (ii) such number of shares of Common Stock or other Securities, as applicable, equal in each case to the product of (a) the total number of shares of such type or class of security Common Stock which the Third Party has agreed to purchase times (b) a fraction, the numerator of which is the total number of shares of such type or class of security Common Stock owned by such Investor, Existing the FS Stockholder, the Ripplewood Stockholder, the Existing Stockholders or each Other Tag-Along Rights Holder who is eligible to and has elected to participate in such sale, as the case may be, on the date of the applicable Final Notice, Notice or Ripplewood Final Notice and the denominator of which is the aggregate total number of shares of such type or class of security Common Stock owned on the date of the applicable Final Notice or Ripplewood Final Notice by the InvestorFS Stockholder, the Ripplewood Stockholder, the Existing Stockholders, Stockholders and the Other Tag-Along Rights Holders who have elected to participate in such sale; provided, however, that, -------- ------- in the event the InvestorFS Stockholder, the Ripplewood Stockholder, the Existing Stockholders, Stockholders or any Other Tag-Along Rights Holder elects to sell a number of any type or class shares of security Common Stock which is less than the number of shares such holder could sell pursuant to clause (ii) above, the shares of such type or class of security Common Stock that the others of such holders can sell in such transaction shall be increased by an aggregate amount equal to the number of shares which any of the InvestorFS Stockholder, the Ripplewood Stockholder, the Existing Stockholders, Stockholders or any Other Tag-Along Rights Holder could have sold in such transaction but chose not to sell, and any such increase shall be allocated among such other holders on a pro rata basis based upon the total number of shares of such type or class of security Common Stock owned on the date of the applicable Final Notice or Ripplewood Final Notice by such other holders. Without The Company shall not grant to any Person that is not a party to this Agreement on the date hereof rights which are more favorable than or which would interfere with (it being understood that the granting of substantially similar rights to Other Tag-Along Rights Holders shall not by itself be deemed to so interfere) those granted to the Existing Stockholders pursuant to this Section 3 without Xx. Xxxxxxx'x or his representative's prior written consent of Xxxxx X. Xxxxxxxxxxx, neither the Company nor Investor shall enter into any agreement that grants rights to any Other Tag Along Rights Holder that are inconsistent with the provisions of this Section 3.3consent.

Allocation of Included Shares. The maximum number of shares ----------------------------- of Common Stock and other Securities that may individually be sold by Investor (pursuant to Sections 3.1(b) and 3.2(b))FSEP III, each Existing Stockholder (pursuant to Sections 3.1(a) and 3.2(a)), FSEP International and each New Stockholder and all other holder holders of Securities Common Stock who has have rights to participate in sales of Securities Common Stock by the Investor or the Existing Stockholders FS Stockholder pursuant to written agreements by and between the Company FS Stockholder and any such holder (the “"Other Tag-Along Rights Holders”), ") in any sale governed by this Section 3 2 shall be (i) such Person’s Individual All Offered Shares in the event the Third Party has agreed to purchase All Offered Shares and all Securities shares of Common Stock that the Other Tag-Along Rights Holders who have elected to participate in such sale seek to include in such sale or (ii) such number of shares of Common Stock or other Securities, as applicable, equal in each case to the product of (a) the total number of shares of such type or class of security Common Stock which the Third Party has agreed to purchase times (b) a fraction, the numerator of which is the total number of shares of such type or class of security Common Stock owned by such InvestorFSEP III, Existing StockholderFSEP International, a New Stockholder or each Other Tag-Along Rights Holder who is eligible to and has elected to participate in such sale, as the case may be, on the date of the applicable Final Notice, Notice and the denominator of which is the aggregate total number of shares of such type or class of security Common Stock owned on the date of the applicable Final Notice by the InvestorFSEP III, FSEP International, the Existing Stockholders, New Stockholders and the Other Tag-Along Rights Holders who have elected to participate in such sale; provided, however, that, in the event the InvestorFSEP III, FSEP International, the Existing Stockholders, -------- ------- New Stockholders or any Other Tag-Along Rights Holder elects to sell a number of any type or class shares of security Common Stock which is less than the number of shares such holder could sell pursuant to clause (ii) above, the shares of such type or class of security Common Stock that the others of such holders can sell in such transaction shall be increased by an aggregate amount equal to the number of shares which any of the InvestorFSEP III, FSEP International, the Existing Stockholders, New Stockholders or any Other Tag-Along Rights Holder could have sold in such transaction but chose not to sell, and any such increase shall be allocated among such other holders on a pro rata basis based upon the total number of shares of such type or class of security Common Stock owned on the date of the applicable Final Notice by such other holders. Without the prior written consent of Xxxxx X. Xxxxxxxxxxx, neither the Company nor Investor shall enter into any agreement that grants rights to any Other Tag Along Rights Holder that are inconsistent with the provisions of this Section 3.3.

Allocation of Included Shares. The maximum number of shares of ----------------------------- Common Stock, Preferred Stock and other Securities that may individually be sold by Investor (pursuant to Sections 3.1(b) and 3.2(b))FS Stockholder, each Additional Stockholder, each Existing Stockholder (pursuant to Sections 3.1(a) and 3.2(a)), and each all other holder holders of Securities who has have rights to participate in sales of Securities by the Investor FS Stockholder or the Existing Stockholders pursuant to written agreements by and between the FS Stockholder, the Existing Stockholder or the Company and any such holder (the “"Other Tag-Along Rights Holders”"), in any sale governed by this Section 3 shall be (i) such Person’s Individual All Offered Shares in the event the Third Party has agreed to purchase All Offered Shares and all Securities that the Other Tag-Along Rights Holders who have elected to participate in such sale seek to include in such sale or (ii) such number of shares of Common Stock, Preferred Stock or other Securities, as applicable, equal in each case to the product of (a) the total number of shares of such type or class of security which the Third Party has agreed to purchase times (b) a fraction, the numerator of which is the total number of shares of such type or class of security owned by such Investor, Existing the FS Stockholder, the Existing Stockholders, the Additional Stockholders or each Other Tag-Along Rights Holder who is eligible to and has elected to participate in such sale, as the case may be, on the date of the applicable Final Notice, and the denominator of which is the aggregate total number of shares of such type or class of security owned on the date of the applicable Final Notice by the InvestorFS Stockholder, the Existing Stockholders, the Additional Stockholders and the Other Tag-Along Rights Holders who have elected to participate in such sale; provided, however, that, in the event the InvestorFS Stockholder, the Existing -------- ------- Stockholders, the Additional Stockholders or any Other Tag-Along Rights Holder elects to sell a number of any type or class of security which is less than the number such holder could sell pursuant to clause (ii) above, the shares of such type or class of security that the others of such holders can sell in such transaction shall be increased by an aggregate amount equal to the number of shares which any of the InvestorFS Stockholder, the Existing Stockholders, the Additional Stockholders or any Other Tag-Along Rights Holder could have sold in such transaction but chose not to sell, and any such increase shall be allocated among such other holders on a pro rata basis based upon the total number of shares of such type or class of security owned on the date of the applicable Final Notice by such other holders. Without the prior written consent of Xxxxx X. Xxxxxxxxxxx, neither the Company nor Investor shall enter into any agreement that grants rights to any Other Tag Along Rights Holder that are inconsistent with the provisions of this Section 3.3.

Allocation of Included Shares. The maximum number of shares of Common Stock and other Securities Shares that ----------------------------- may individually be sold by Investor (pursuant to Sections 3.1(b) FSEP IV, Xxxxxx Xxxxxxx, if applicable, the Optionees and 3.2(b)), each Existing Stockholder (pursuant to Sections 3.1(a) and 3.2(a)), and each all other holder holders of Securities the Company's Common Stock who has have rights to participate in sales of Securities by the Investor or the Existing Stockholders FS Shares pursuant to written agreements by and between the Company FSEP IV and any such holder (the “"Other FS Tag-Along Rights Holders”), ") in any sale governed by this Section 3 9 shall be (i) such Person’s Individual All Offered Shares in the event the Third Party has agreed to purchase All Offered Shares and as well as all Securities shares of the Company's Common Stock that the Other FS Tag-Along Rights Holders who have elected to participate in such sale seek to include in such sale sale, or (ii) such number of shares of the Company's Common Stock or other Securities, as applicable, equal in each case to the product of (aA) the total number of shares of such type or class of security the Company's Common Stock which the Third Party has agreed to purchase times (bB) a fraction, the numerator of which is the total number of shares of such type or class of security the Company's Common Stock owned by such InvestorFSEP IV, Existing StockholderXxxxxx Xxxxxxx, the Optionees, or each Other FS Tag-Along Rights Holder who is eligible to and has elected to participate in such sale, as the case may be, specified in the FS Final Notice on the date of the applicable FS Final Notice, and the denominator of which is the aggregate total number of shares of such type or class of security the Company's Common Stock, in the aggregate, owned on the date of the applicable FS Final Notice by the InvestorFSEP IV, Xxxxxx Xxxxxxx, the Existing Stockholders, Optionees and the Other FS Tag-Along Rights Holders Holder who have elected to participate in such sale; provided, however, that, in the event the InvestorFSEP IV, Xxxxxx Xxxxxxx, the Existing Stockholders, Optionees or -------- ------- any Other FS Tag-Along Rights Holder elects to sell a number of any type or class shares of security the Company's Common Stock which is less than the number of shares such holder could sell pursuant to clause (ii) above, the shares of such type or class of security the Company's Common Stock that the others of such holders can sell in such transaction shall be increased by an aggregate amount equal to the number of shares which any of the InvestorFSEP IV, Xxxxxx Xxxxxxx, the Existing Stockholders, Optionees or any Other FS Tag-Along Rights Holder could have sold in such transaction but chose not to sell, and any such increase shall be allocated among such other holders on a pro rata basis based upon the total number of shares of such type or class of security the Company's Common Stock owned on the date of the applicable FS Final Notice by such other holders. Without the prior written consent of Xxxxx X. Xxxxxxxxxxx, neither the Company nor Investor shall enter into any agreement that grants rights to any Other Tag Along Rights Holder that are inconsistent with the provisions of this Section 3.3.

Allocation of Included Shares. The maximum number of shares ----------------------------- of Common Stock and other Securities that may individually be sold by Investor (pursuant to Sections 3.1(b) and 3.2(b))FSEP III, each Existing Stockholder (pursuant to Sections 3.1(a) and 3.2(a)), FSEP International and each New Stockholder and all other holder holders of Securities Common Stock who has have rights to participate in sales of Securities Common Stock by the Investor or the Existing Stockholders FS Stockholder pursuant to written agreements by and between the Company FS Stockholder and any such holder (the “"Other Tag-Along Rights Holders”), ") in any sale governed by this Section 3 2 shall be (i) such Person’s Individual All Offered Shares in the event the Third Party has agreed to purchase All Offered Shares and all Securities shares of Common Stock that the Other Tag-Along Rights Holders who have elected to participate in such sale seek to include in such sale or (ii) such number of shares of Common Stock or other Securities, as applicable, equal in each case to the product of (a) the total number of shares of such type or class of security Common Stock which the Third Party has agreed to purchase times (b) a fraction, the numerator of which is the total number of shares of such type or class of security Common Stock owned by such InvestorFSEP III, Existing StockholderFSEP International, a New Stockholder or each Other Tag-Along Rights Holder who is eligible to and has elected to participate in such sale, as the case may be, on the date of the applicable Final Notice, Notice and the denominator of which is the aggregate total number of shares of such type or class of security Common Stock owned on the date of the applicable Final Notice by the InvestorFSEP III, FSEP International, the Existing Stockholders, New Stockholders and the Other Tag-Along Rights Holders who have elected to participate in such sale; provided, however, that, in the event the Investor-------- ------- FSEP III, FSEP International, the Existing Stockholders, New Stockholders or any Other Tag-Along Rights Holder elects to sell a number of any type or class shares of security Common Stock which is less than the number of shares such holder could sell pursuant to clause (ii) above, the shares of such type or class of security Common Stock that the others of such holders can sell in such transaction shall be increased by an aggregate amount equal to the number of shares which any of the InvestorFSEP III, FSEP International, the Existing Stockholders, New Stockholders or any Other Tag-Along Rights Holder could have sold in such transaction but chose not to sell, and any such increase shall be allocated among such other holders on a pro rata basis based upon the total number of shares of such type or class of security Common Stock owned on the date of the applicable Final Notice by such other holders. Without the prior written consent of Xxxxx X. Xxxxxxxxxxx, neither the Company nor Investor shall enter into any agreement that grants rights to any Other Tag Along Rights Holder that are inconsistent with the provisions of this Section 3.3.

Allocation of Included Shares. The maximum number of shares ----------------------------- of Common Stock and other Securities that may individually be sold by Investor (pursuant to Sections 3.1(b) Holding and 3.2(b)), each Existing Stockholder (pursuant to Sections 3.1(a) the Trust and 3.2(a)), and each all other holder holders of Securities Common Stock who has have rights to participate in sales of Securities Common Stock by the Investor or the Existing Stockholders Holding pursuant to written agreements by and between the Company Holding and any such holder (the “"Other Tag-Along Rights Holders”), ") in any sale governed by this Section 3 shall be (i) such Person’s Individual All Offered Shares in the event the Third Party has agreed to purchase All Offered Shares and all Securities shares of Common Stock that the Other Tag-Along Rights Holders who have elected to participate in such sale seek to include in such sale or (ii) such number of shares of Common Stock or other Securities, as applicable, equal in each case to the product of (a) the total number of shares of such type or class of security Common Stock which the Third Party has agreed to purchase times (b) a fraction, the numerator of which is the total number of shares of such type or class of security Common Stock owned by such InvestorHolding, Existing Stockholder, the Trust or each Other Tag-Along Rights Holder who is eligible to and has elected to participate in such sale, as the case may be, on the date of the applicable Final Notice, Notice and the denominator of which is the aggregate total number of shares of such type or class of security Common Stock owned on the date of the applicable Final Notice by the InvestorHolding, the Existing Stockholders, Trust and the Other Tag-Along Rights Holders who have elected to participate in such sale; provided, however, that, in the event the InvestorHolding, the Existing Stockholders, -------- ------- Trust or any Other Tag-Tag- Along Rights Holder elects to sell a number of any type or class shares of security Common Stock which is less than the number of shares such holder could sell pursuant to clause (ii) above, the shares of such type or class of security Common Stock that the others of such holders can sell in such transaction shall be increased by an aggregate amount equal to the number of shares which any of the InvestorHolding, the Existing Stockholders, Trust or any Other Tag-Along Rights Holder could have sold in such transaction but chose not to sell, and any such increase shall be allocated among such other holders on a pro rata basis based upon the total number of shares of such type or class of security Common Stock owned on the date of the applicable Final Notice by such other holders. Without the prior written consent of Xxxxx X. Xxxxxxxxxxx, neither the Company nor Investor shall enter into any agreement that grants rights to any Other Tag Along Rights Holder that are inconsistent with the provisions of this Section 3.3.