Common use of Allocation of Included Shares Clause in Contracts

Allocation of Included Shares. The maximum number of ----------------------------- shares of Common Stock that may be sold by FS Stockholder, Sears Stockholder, Ripplewood Stockholder and each Existing Stockholder and all other holders of Common Stock who have rights to participate in sales of Common Stock by the FS Stockholder, Sears Stockholder or 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) All Offered Shares in the event the Third Party has agreed to purchase All Offered Shares and all 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 equal to the product of (a) the total number of shares of Common Stock which the Third Party has agreed to purchase times (b) a fraction, the numerator of which is the number of shares of Common Stock owned by the FS Stockholder, the Sears Stockholder, the Ripplewood Stockholder, 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 Final Notice or Ripplewood Final Notice and the denominator of which is the total number of shares of Common Stock owned on the date of the Final Notice or Ripplewood Final Notice by all of the FS Stockholder, the Sears Stockholder, the Ripplewood Stockholder, 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 FS -------- ------- Stockholder, the Sears Stockholder, the Ripplewood Stockholder, the Existing Stockholders or any Other Tag- Along Rights Holder elects to sell a number of shares of Common Stock which is less than the number of shares such holder could sell pursuant to clause (ii) above, the shares of Common Stock that the 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 FS Stockholder, the Ripplewood Stockholder, 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 number of shares of Common Stock owned on the date of the Final Notice or Ripplewood Final Notice by such other holders. 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. The Stockholders shall use reasonable best efforts to cause the Company to amend existing agreements under the Company's stock plans for management, and adopt new forms of agreements, so that Management Stockholders having Tag-Along Rights can exercise such rights in a sale either by FS Stockholder or Sears Stockholder.

Allocation of Included Shares. The maximum number of Shares that ----------------------------- shares of Common Stock that may be sold by FS StockholderFSEP IV, Sears StockholderXxxxxx Xxxxxxx, Ripplewood Stockholder and each Existing Stockholder if applicable, the Stockholders and all other holders of the Company's Common Stock who have rights to participate in sales of Common Stock by the FS Stockholder, Sears Stockholder or Ripplewood Stockholder Shares pursuant to written agreements by and between the FS Stockholder, the Sears Stockholder, the Ripplewood Stockholder or the Company FSEP IV and any such holder (the "Other TagOTHER FS TAG-Along Rights HoldersALONG RIGHTS HOLDERS") in any sale governed by this Section 3 5.4 shall be (i) All Offered Shares in the event the Third Party has agreed to purchase All Offered Shares and as well as all 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 equal to the product of (aA) the total number of shares of 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 the Company's Common Stock owned by the FS StockholderFSEP IV, Xxxxxx Xxxxxxx, the Sears StockholderStockholders, the Ripplewood Stockholder, Existing 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 FS Final Notice or Ripplewood Final Notice Notice, and the denominator of which is the total number of shares of the Company's Common Stock Stock, in the aggregate, owned on the date of the Final Notice or Ripplewood FS Final Notice by all of the FS StockholderFSEP IV, Xxxxxx Xxxxxxx, the Sears Stockholder, the Ripplewood Stockholder, the Existing Stockholders and the Other Tag- FS Tag-Along Rights Holders who have elected to participate in such sale; provided, however, that, in the event FSEP IV, Xxxxxx Xxxxxxx, the FS Stockholders -------- ------- Stockholder, the Sears Stockholder, the Ripplewood Stockholder, the Existing Stockholders or any Other Tag- FS Tag-Along Rights Holder elects to sell a number of shares of 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 the Company's Common Stock that the other 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 FS StockholderFSEP IV, Xxxxxx Xxxxxxx, the Ripplewood Stockholder, the Existing 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 the Company's Common Stock owned on the date of the Final Notice or Ripplewood FS Final Notice by such other holders. 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. The Stockholders shall use reasonable best efforts to cause the Company to amend existing agreements under the Company's stock plans for management, and adopt new forms of agreements, so that Management Stockholders having Tag-Along Rights can exercise such rights in a sale either by FS Stockholder or Sears Stockholder.

Allocation of Included Shares. The maximum number of shares ----------------------------- shares of Common Stock that may be sold by FS Stockholder, Sears Stockholder, Ripplewood Stockholder Holding and each Existing Stockholder the Trust and all other holders of Common Stock who have rights to participate in sales of Common Stock by the FS Stockholder, Sears Stockholder or Ripplewood Stockholder Holding pursuant to written agreements by and between the FS Stockholder, the Sears Stockholder, the Ripplewood Stockholder or the Company Holding and any such holder (the "Other Tag-Along Rights Holders") in any sale governed by this Section 3 shall be (i) All Offered Shares in the event the Third Party has agreed to purchase All Offered Shares and all 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 equal to the product of (a) the total number of shares of 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 Common Stock owned by the FS StockholderHolding, the Sears Stockholder, the Ripplewood Stockholder, Existing Stockholders 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 Final Notice or Ripplewood Final Notice and the denominator of which is the total number of shares of Common Stock owned on the date of the Final Notice or Ripplewood Final Notice by all of the FS StockholderHolding, the Sears Stockholder, the Ripplewood Stockholder, the Existing Stockholders Trust and the Other Tag- Tag-Along Rights Holders who have elected to participate in such sale; provided, however, that, in the event Holding, the FS -------- ------- Stockholder, the Sears Stockholder, the Ripplewood Stockholder, the Existing Stockholders Trust or any Other Tag- Along Rights Holder elects to sell a number of shares of Common Stock which is less than the number of shares such holder could sell pursuant to clause (ii) above, the shares of Common Stock that the other 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 FS StockholderHolding, the Ripplewood Stockholder, 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 Common Stock owned on the date of the Final Notice or Ripplewood Final Notice by such other holders. 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. The Stockholders shall use reasonable best efforts to cause the Company to amend existing agreements under the Company's stock plans for management, and adopt new forms of agreements, so that Management Stockholders having Tag-Along Rights can 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 Common Stock, as the case may be, that may be sold by the FS Stockholder, Sears Stockholder, Ripplewood Stockholder Entities and each Existing Stockholder the Trust and all other holders of Holding Common Stock or Common Stock who have rights to participate in sales of Holding Common Stock by the FS Stockholder, Sears Stockholder or Ripplewood Stockholder Entities pursuant to written agreements by and between the FS Stockholder, the Sears Stockholder, the Ripplewood Stockholder or the Company Entities and any such holder (the "Other FS Tag-Along Rights Holders") in any sale governed by this Section 3 3A shall be (i) All Holding and Company Offered Shares in the event the Third Party has agreed to purchase All Holding and Company Offered Shares and all 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 and Common Stock, as the case may be, equal to the product of (aA) the total number of shares of 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 Holding Common Stock and/or Common Stock owned by the FS StockholderEntities, the Sears StockholderTrust, the Ripplewood Stockholder, Existing 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 Final Notice or Ripplewood FS Final Notice and the denominator of which is the total number of shares of Holding Common Stock and Common Stock owned on the date of the Final Notice or Ripplewood FS Final Notice by all of the FS StockholderEntities, the Sears Stockholder, the Ripplewood Stockholder, the Existing Stockholders Trust and the Other Tag- FS Tag-Along Rights Holders who have elected to participate in such sale; sale provided, however, that, in the event the FS Entities, the Trust or -------- ------- Stockholder, the Sears Stockholder, the Ripplewood Stockholder, the Existing Stockholders or any Other Tag- FS Tag-Along Rights Holder elects to sell a number of shares of Holding Common Stock or Common Stock which is less than the number of shares such holder could sell pursuant to clause (ii) above, the shares of Holding Common Stock and Common Stock that the other 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 FS StockholderEntities, the Ripplewood Stockholder, 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 Holding Common Stock and Common Stock owned on the date of the Final Notice or Ripplewood FS Final Notice by such other holders. 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. The Stockholders shall use reasonable best efforts to cause the Company to amend existing agreements under the Company's stock plans for management, and adopt new forms of agreements, so that Management Stockholders having Tag-Along Rights can exercise such rights in a sale either by FS Stockholder or Sears Stockholder.

Allocation of Included Shares. The maximum number of ----------------------------- shares of ----------------------------- Common Stock that may be sold by FS StockholderFSEP III, Sears Stockholder, Ripplewood Stockholder FSEP International and each Existing Stockholder and all other holders of Common Stock who have rights to participate in sales of Common Stock by the FS Stockholder, Sears Stockholder or 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) All Offered Shares in the event the Third Party has agreed to purchase All Offered Shares and all 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 equal to the product of (a) the total number of shares of 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 Common Stock owned by the FS StockholderFSEP III, the Sears StockholderFSEP International, the Ripplewood Stockholder, an Existing Stockholders 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 Final Notice or Ripplewood Final Notice and the denominator of which is the total number of shares of Common Stock owned on the date of the Final Notice or Ripplewood Final Notice by all of the FS StockholderFSEP III, the Sears Stockholder, the Ripplewood StockholderFSEP International, the Existing Stockholders and the Other Tag- Tag-Along Rights Holders who have elected to participate in such sale; provided, however, that, -------- ------- in the event the FS -------- ------- StockholderFSEP III, the Sears Stockholder, the Ripplewood StockholderFSEP International, the Existing Stockholders or any Other Tag- Tag-Along Rights Holder elects to sell a number of shares of Common Stock which is less than the number of shares such holder could sell pursuant to clause (ii) above, the shares of Common Stock that the other 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 FS StockholderFSEP III, the Ripplewood StockholderFSEP International, 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 Common Stock owned on the date of the Final Notice or Ripplewood Final Notice by such other holders. 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. The Stockholders shall use reasonable best efforts to cause the Company to amend existing agreements under the Company's stock plans for management, and adopt new forms of agreements, so that Management Stockholders having Tag-Along Rights can exercise such rights in a sale either by FS Stockholder or Sears Stockholder.

Allocation of Included Shares. The maximum number of ----------------------------- shares of ----------------------------- Common Stock, Preferred Stock and other Securities that may be sold by FS Stockholder, Sears each Additional Stockholder, Ripplewood Stockholder and each Existing Stockholder and all other holders of Common Stock Securities who have rights to participate in sales of Common Stock Securities by the FS Stockholder, Sears Stockholder or Ripplewood Stockholder the Existing Stockholders pursuant to written agreements by and between the FS Stockholder, the Sears Stockholder, the Ripplewood 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) All Offered Shares in the event the Third Party has agreed to purchase All Offered Shares and all shares of Common Stock 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 Common Stock 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 Common Stock such type or class of security owned by the FS Stockholder, the Sears StockholderExisting Stockholders, the Ripplewood Stockholder, Existing 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 or Ripplewood Final Notice Notice, and the denominator of which is the total number of shares of Common Stock such type or class of security owned on the date of the Final Notice or Ripplewood applicable Final Notice by all of the FS Stockholder, the Sears StockholderExisting Stockholders, the Ripplewood Stockholder, the Existing Additional Stockholders and the Other Tag- Tag-Along Rights Holders who have elected to participate in such sale; provided, however, that, in the event the FS -------- ------- Stockholder, the Sears Stockholder, the Ripplewood Stockholder, the Existing -------- ------- Stockholders, the Additional Stockholders or any Other Tag- Tag-Along Rights Holder elects to sell a number of shares any type or class of Common Stock security which is less than the number of shares such holder could sell pursuant to clause (ii) above, the shares of Common Stock such type or class of security that the other 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 FS Stockholder, the Ripplewood StockholderExisting Stockholders, the Existing 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 Common Stock such type or class of security owned on the date of the Final Notice or Ripplewood applicable Final Notice by such other holders. 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. The Stockholders shall use reasonable best efforts to cause the Company to amend existing agreements under the Company's stock plans for management, and adopt new forms of agreements, so that Management Stockholders having Tag-Along Rights can exercise such rights in a sale either by FS Stockholder or Sears Stockholder.

Allocation of Included Shares. The maximum number of ----------------------------- shares of ----------------------------- Common Stock that may be sold by FS Stockholder, Sears Stockholder, Ripplewood Stockholder and each Existing Stockholder and all other holders of Common Stock who have rights to participate in sales of Common Stock by the FS Stockholder, Sears Stockholder or 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) All Offered Shares in the event the Third Party has agreed to purchase All Offered Shares and all 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 equal to the product of (a) the total number of shares of 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 Common Stock owned by the FS Stockholder, the Sears Ripplewood Stockholder, the Ripplewood Stockholder, 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 Final Notice or Ripplewood Final Notice and the denominator of which is the total number of shares of Common Stock owned on the date of the Final Notice or Ripplewood Final Notice by all of the FS Stockholder, the Sears Stockholder, the Ripplewood Stockholder, the Existing Stockholders and the Other Tag- Tag-Along Rights Holders who have elected to participate in such sale; provided, however, that, -------- ------- in the event the FS -------- ------- Stockholder, the Sears Stockholder, the Ripplewood Stockholder, the Existing Stockholders or any Other Tag- Tag-Along Rights Holder elects to sell a number of shares of Common Stock which is less than the number of shares such holder could sell pursuant to clause (ii) above, the shares of Common Stock that the other 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 FS Stockholder, the Ripplewood Stockholder, 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 Common Stock owned on the date of the Final Notice or Ripplewood Final Notice by such other holders. 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. The Stockholders shall use reasonable best efforts to cause the Company to amend existing agreements under the Company's stock plans for management, and adopt new forms of agreements, so that Management Stockholders having Tag-Along Rights can exercise such rights in a sale either by FS Stockholder or Sears Stockholder.

Allocation of Included Shares. The maximum number of shares ----------------------------- shares of Common Stock that may be sold by FS StockholderFSEP III, Sears Stockholder, Ripplewood Stockholder FSEP International and each Existing New Stockholder and all other holders of Common Stock who have rights to participate in sales of Common Stock by the FS Stockholder, Sears Stockholder or 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 2 shall be (i) All Offered Shares in the event the Third Party has agreed to purchase All Offered Shares and all 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 equal to the product of (a) the total number of shares of 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 Common Stock owned by the FS StockholderFSEP III, the Sears StockholderFSEP International, the Ripplewood Stockholder, Existing Stockholders 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 Final Notice or Ripplewood Final Notice and the denominator of which is the total number of shares of Common Stock owned on the date of the Final Notice or Ripplewood Final Notice by all of the FS StockholderFSEP III, FSEP International, the Sears Stockholder, the Ripplewood Stockholder, the Existing New Stockholders and the Other Tag- Tag-Along Rights Holders who have elected to participate in such sale; provided, however, that, in the event FSEP III, FSEP International, the FS -------- ------- Stockholder, the Sears Stockholder, the Ripplewood Stockholder, the Existing New Stockholders or any Other Tag- Tag-Along Rights Holder elects to sell a number of shares of Common Stock which is less than the number of shares such holder could sell pursuant to clause (ii) above, the shares of Common Stock that the other 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 FS StockholderFSEP III, FSEP International, the Ripplewood Stockholder, the Existing 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 Common Stock owned on the date of the Final Notice or Ripplewood Final Notice by such other holders. 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. The Stockholders shall use reasonable best efforts to cause the Company to amend existing agreements under the Company's stock plans for management, and adopt new forms of agreements, so that Management Stockholders having Tag-Along Rights can exercise such rights in a sale either by FS Stockholder or Sears Stockholder.

Allocation of Included Shares. The maximum number of shares ----------------------------- shares of Common Stock that may be sold by FS StockholderFSEP III, Sears Stockholder, Ripplewood Stockholder FSEP International and each Existing New Stockholder and all other holders of Common Stock who have rights to participate in sales of Common Stock by the FS Stockholder, Sears Stockholder or 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 2 shall be (i) All Offered Shares in the event the Third Party has agreed to purchase All Offered Shares and all 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 equal to the product of (a) the total number of shares of 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 Common Stock owned by the FS StockholderFSEP III, the Sears StockholderFSEP International, the Ripplewood Stockholder, Existing Stockholders 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 Final Notice or Ripplewood Final Notice and the denominator of which is the total number of shares of Common Stock owned on the date of the Final Notice or Ripplewood Final Notice by all of the FS StockholderFSEP III, FSEP International, the Sears Stockholder, the Ripplewood Stockholder, the Existing New Stockholders and the Other Tag- Tag-Along Rights Holders who have elected to participate in such sale; provided, however, that, in the event the FS -------- ------- StockholderFSEP III, FSEP International, the Sears Stockholder, the Ripplewood Stockholder, the Existing New Stockholders or any Other Tag- Tag-Along Rights Holder elects to sell a number of shares of Common Stock which is less than the number of shares such holder could sell pursuant to clause (ii) above, the shares of Common Stock that the other 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 FS StockholderFSEP III, FSEP International, the Ripplewood Stockholder, the Existing 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 Common Stock owned on the date of the Final Notice or Ripplewood Final Notice by such other holders. 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. The Stockholders shall use reasonable best efforts to cause the Company to amend existing agreements under the Company's stock plans for management, and adopt new forms of agreements, so that Management Stockholders having Tag-Along Rights can exercise such rights in a sale either by FS Stockholder or Sears Stockholder.