Common use of Amount to be Sold Clause in Contracts

Amount to be Sold. The Tag-Along Party shall be entitled to sell to the Third-Party Offeror, in conjunction with the closing of the Third-Party Offeror’s purchase of Tag-Along Securities from the Transferring Seller, up to that portion of its Tag-Along Securities determined by: (i) with respect to Tag-Along Securities other than Company Debt, multiplying (A) the number of Tag-Along Securities that are held by the Tag-Along Party by (B) the quotient obtained by dividing (1) the number of Tag-Along Securities to be sold to the Third-Party Offeror by the Transferring Seller by (2) the total number of Tag-Along Securities then held by the Transferring Seller; provided, however, that in the event that the Minority Party and/or one or more of its Entity Affiliates is the Transferring Seller and immediately prior to the consummation of any such Tag Along Sale the Minority Party and its Entity Affiliates collectively own thirty-three percent (33%) or less of the voting power of the outstanding Voting Securities at such time of determination, the Majority Party and its Entity Affiliates shall only be permitted to Transfer fifty percent (50%) of the total number of Tag-Along Securities to be sold to the Third-Party Offeror that the Majority Party and its Entity Affiliates would otherwise have been permitted to Transfer in such Tag-Along Sale under the formula described in this sentence excluding this proviso (the “Adjusted Majority Party Pro Rata Tag Along Portion”); (ii) with respect to Company Debt, multiplying (A) the principal amount of outstanding Company Debt held by and accrued and unpaid interest owed to the Tag-Along Party by (B) the quotient obtained by dividing (1) the principal amount of outstanding Company Debt to be sold to the Third-Party Offeror by the Transferring Seller by (2) the aggregate principal amount of outstanding Company Debt held by and accrued and unpaid interest owed to the Transferring Seller; and (iii) the Transferring Seller shall use its commercially reasonable efforts to include in the proposed Tag-Along Sale to the Third-Party Offeror all of the Tag-Along Securities that the Tag-Along Party has requested to have included pursuant to the applicable Tag-Along Acceptance Notice, it being understood that the Third-Party Offeror shall not be required to purchase Tag-Along Securities in excess of the number set forth in the Tag-Along Notice. In the event the Third-Party Offeror elects to purchase less than all of the Tag-Along Securities sought to be sold by the Transferring Seller and the Tag-Along Party, the number of Tag-Along Securities to be Transferred to the Third-Party Offeror by the Transferring Seller and the Tag-Along Party shall be reduced so that each such shareholder is entitled to sell its Pro Rata Tag-Along Portion of the number of Tag-Along Securities the Third-Party Offeror elects to purchase (which in no event may be less than the number of Securities set forth in the Tag-Along Notice). For purposes of this Section 3.2, the “Pro Rata Tag-Along Portion” shall mean:

Amount to be Sold. The Tag-Along Party shall be entitled to sell to the Third-Party Offeror, in conjunction with the closing of the Third-Party Offeror’s purchase of Tag-Along Securities from the Transferring Seller, up to that portion of its Tag-Along Securities determined by: (i) with respect to Tag-Along Securities other than Company Debt, multiplying (A) the number of Tag-Along Securities that are held by the Tag-Along Party by (B) the quotient obtained by dividing (1) the number of Tag-Along Securities to be sold to the Third-Party Offeror by the Transferring Seller by (2) the total number of Tag-Along Securities then held by the Transferring Seller; provided, however, that in the event that the Minority Party and/or one or more of its Entity Affiliates is the Transferring Seller and immediately prior to the consummation of any such Tag Along Sale the Minority Party and its Entity Affiliates collectively own thirty-three percent (33%) or less of the voting power of the outstanding Voting Securities voting capital stock of the Company at such time of determination, the Majority Party and its Entity Affiliates shall only be permitted to Transfer fifty percent (50%) of the total number of Tag-Along Securities to be sold to the Third-Party Offeror that the Majority Party and its Entity Affiliates would otherwise have been permitted to Transfer in such Tag-Along Sale under the formula described in this sentence excluding this proviso (the “Adjusted Majority Party Pro Rata Tag Along Portion”); (ii) with respect to Company Debt, multiplying (A) the principal amount of outstanding Company Debt held by and accrued and unpaid interest owed to the Tag-Along Party by (B) the quotient obtained by dividing (1) the principal amount of outstanding Company Debt to be sold to the Third-Party Offeror by the Transferring Seller by (2) the aggregate principal amount of outstanding Company Debt held by and accrued and unpaid interest owed to the Transferring Seller; and (iii) the Transferring Seller shall use its commercially reasonable efforts to include in the proposed Tag-Along Sale to the Third-Party Offeror all of the Tag-Along Securities that the Tag-Along Party has requested to have included pursuant to the applicable Tag-Along Acceptance Notice, it being understood that the Third-Party Offeror shall not be required to purchase Tag-Along Securities in excess of the number set forth in the Tag-Along Notice. In the event the Third-Party Offeror elects to purchase less than all of the Tag-Along Securities sought to be sold by the Transferring Seller and the Tag-Along Party, the number of Tag-Along Securities to be Transferred to the Third-Party Offeror by the Transferring Seller and the Tag-Along Party shall be reduced so that each such shareholder is entitled to sell its Pro Rata Tag-Along Portion of the number of Tag-Along Securities the Third-Party Offeror elects to purchase (which in no event may be less than the number of Securities set forth in the Tag-Along Notice). For purposes of this Section 3.2, the “Pro Rata Tag-Along Portion” shall mean:

Amount to be Sold. The (i) Each Tag-Along Party Member shall be entitled exercise its right to sell to participate in the Third-Party Offeror, in conjunction with the closing of the Third-Party Offeror’s purchase of Tag-Along Securities from Sale by delivering to the Transferring Seller, up to that portion of its Selling Member a written notice (a “Tag-Along Securities determined by: Notice”) stating its election to do so (i) with respect to each Tag-Along Securities other Member electing to do so, a “Participating Tag-Along Member”) and specifying the percentage of Membership Interests to be Transferred by it no later than Company Debtfive (5) Business Days after its receipt of the Sale Notice (the “Tag-Along Period”). The offer of each Participating Tag-Along Member set forth in a Tag-Along Notice shall be irrevocable, and, to the extent such offer is accepted, such Participating Tag-Along Member shall be bound and obligated to sell in the Tag-Along Sale on the terms and conditions set forth in this Section 9.04. Each Tag-Along Member shall have the right to sell in a Tag-Along Sale the percentage of Membership Interests equal to the product obtained by multiplying (A) the number percentage of Tag-Along Securities that are Membership Interests held by the Tag-Along Party Member by (B) the quotient obtained by dividing a fraction (1) the number numerator of Tag-Along Securities to be sold which is equal to the Third-Party Offeror by percentage of Membership Interests the Transferring Seller by Selling Member proposes to sell or Transfer to the Proposed Transferee and (2) the total number denominator of Tag-Along Securities which is equal to the percentage of Membership Interests then held owned by the Transferring Seller; provided, however, that in the event that the Minority Party and/or one or more of its Entity Affiliates is the Transferring Seller and immediately prior to the consummation of any such Tag Along Sale the Minority Party and its Entity Affiliates collectively own thirty-three percent (33%) or less of the voting power of the outstanding Voting Securities at such time of determination, the Majority Party and its Entity Affiliates shall only be permitted to Transfer fifty percent (50%) of the total number of Tag-Along Securities to be sold to the Third-Party Offeror that the Majority Party and its Entity Affiliates would otherwise have been permitted to Transfer in such Tag-Along Sale under the formula described in this sentence excluding this proviso (the “Adjusted Majority Party Pro Rata Tag Along Portion”);Selling Member. (ii) with respect to Company Debt, multiplying (A) the principal amount of outstanding Company Debt held by and accrued and unpaid interest owed to the Tag-Along Party by (B) the quotient obtained by dividing (1) the principal amount of outstanding Company Debt to be sold to the Third-Party Offeror by the Transferring Seller by (2) the aggregate principal amount of outstanding Company Debt held by and accrued and unpaid interest owed to the Transferring Seller; and (iii) the Transferring Seller The Selling Member shall use its commercially reasonable efforts to include in the proposed Tag-Along Sale to the Third-Party Offeror all of the Membership Interests that the Participating Tag-Along Securities that the Tag-Along Party has Members have requested to have included pursuant to the applicable Tag-Along Acceptance NoticeNotices, it being understood that the Third-Party Offeror Proposed Transferee shall not be required to purchase Tag-Along Securities Membership Interests in excess of the number amount set forth in the Tag-Along Sale Notice. In the event the Third-Party Offeror Proposed Transferee elects to purchase less than all of the Tag-Along Securities Membership Interests sought to be sold by the Transferring Seller and the Participating Tag-Along PartyMembers, the number percentage of Membership Interests to be sold to the Proposed Transferee by the Selling Member and each Participating Tag-Along Securities to be Transferred to the Third-Party Offeror by the Transferring Seller and the Tag-Along Party Member shall be reduced so that each such shareholder Member is entitled to sell its Pro Rata Tag-Along Portion pro rata portion of the number percentage of Tag-Along Securities Membership Interests the Third-Party Offeror Proposed Transferee elects to purchase (which in no event may be less than the number percentage of Securities Membership Interests set forth in the Sale Notice). (iii) Each Tag-Along Notice). For purposes of this Section 3.2, the “Pro Rata Member who does not deliver a Tag-Along Portion” Notice in compliance with Section 9.04(c)(i) shall mean:be deemed to have waived all of such Tag-Along Member’s rights to participate in such Tag-Along Sale, and the Selling Member shall (subject to Section 9.04(h) and the rights of any Participating Tag-Along Member) thereafter be free to sell to the Proposed Transferee its Membership Interests at a per Membership Interest percentage price that is no greater than the per Membership Interest percentage price set forth in the Sale Notice and on other terms and conditions which are not in the aggregate materially more favorable to the Selling Member than those set forth in the Sale Notice, without any further obligation to the Tag-Along Members that are not Participating Tag-Along Members.

Amount to be Sold. The Tag-Along Party shall be entitled to sell to the Third-Party Offeror, in conjunction with the closing of the Third-Party Offeror’s purchase of Tag-Along Securities from the Transferring Seller, up to that portion of its Tag-Along Securities determined by: (i) with respect to Tag-Along Securities other than Company Debt, multiplying (A) the number of Tag-Along Securities that are held by the Tag-Along Party by (B) the quotient obtained by dividing (1) the number of Tag-Along Securities to be sold to the Third-Party Offeror by the Transferring Seller by (2) the total number of Tag-Along Securities then held by the Transferring Seller; provided, however, that in the event that the Minority Party Pinnacle and/or one or more of its Entity Affiliates is the Transferring Seller and immediately prior to the consummation of any such Tag Along Sale the Minority Party and its Entity Affiliates collectively own thirty-three percent (33%) or less of the voting power of the outstanding Voting Securities at such time of determination, Harbinger is the Majority Party Party, Harbinger and its Entity Affiliates shall only be permitted to Transfer fifty percent (50%) % of the total number of Tag-Along Securities to be sold to the Third-Party Offeror that the Majority Party Harbinger and its Entity Affiliates would otherwise have been permitted to Transfer in such Tag-Along Sale under the formula described in this sentence excluding this proviso (the “Adjusted Majority Party Harbinger Pro Rata Tag Along Portion”); (ii) with respect to Company Debt, multiplying (A) the principal amount of outstanding Company Debt held by and accrued and unpaid interest owed to the Tag-Along Party by (B) the quotient obtained by dividing (1) the principal amount of outstanding Company Debt to be sold to the Third-Party Offeror by the Transferring Seller by (2) the aggregate principal amount of outstanding Company Debt held by and accrued and unpaid interest owed to the Transferring Seller; and (iii) the Transferring Seller shall use its commercially reasonable efforts to include in the proposed Tag-Along Sale to the Third-Party Offeror all of the Tag-Along Securities that the Tag-Along Party has requested to have included pursuant to the applicable Tag-Along Acceptance Notice, it being understood that the Third-Party Offeror shall not be required to purchase Tag-Along Securities in excess of the number set forth in the Tag-Along Notice. In the event the Third-Party Offeror elects to purchase less than all of the Tag-Along Securities sought to be sold by the Transferring Seller and the Tag-Along Party, the number of Tag-Along Securities to be Transferred to the Third-Party Offeror by the Transferring Seller and the Tag-Along Party shall be reduced so that each such shareholder is entitled to sell its Pro Rata Tag-Along Portion of the number of Tag-Along Securities the Third-Party Offeror elects to purchase (which in no event may be less than the number of Securities set forth in the Tag-Along Notice). For purposes of this Section 3.2, the “Pro Rata Tag-Along Portion” shall mean:

Amount to be Sold. The (i) Each Tag-Along Party Member shall be entitled exercise its right to sell to participate in the Third-Party Offeror, in conjunction with the closing of the Third-Party Offeror’s purchase of Tag-Along Securities from Sale by delivering to the Transferring Seller, up to that portion of its Tag-Along Securities determined by: Selling Member a written notice (i) with respect to a “Tag-Along Securities other Notice”) stating its election to do so (each Tag-Along Member electing to do so, a “Tag-Along Participating Member”) and specifying the percentage of Membership Interests to be Transferred by it no later than Company Debtfive (5) Business Days after its receipt of the Sale Notice (the “Tag-Along Period”). The offer of each Tag-Along Participating Member set forth in a Tag-Along Notice shall be irrevocable, and, to the extent such offer is accepted, such Tag-Along Participating Member shall be bound and obligated to sell in the Tag-Along Sale on the terms and conditions set forth in this Section 9.04. Each Tag-Along Member shall have the right to sell in a Tag-Along Sale the percentage of Membership Interests equal to the product obtained by multiplying (A) the number percentage of Tag-Along Securities that are Membership Interests held by the Tag-Along Party Member by (B) the quotient obtained by dividing a fraction (1) the number numerator of which is equal to the percentage of Membership Interests the Tag-Along Securities Selling Member proposes to be sold to the Third-Party Offeror by the Transferring Seller by (2) the total number of Tag-Along Securities then held by the Transferring Seller; provided, however, that in the event that the Minority Party and/or one sell or more of its Entity Affiliates is the Transferring Seller and immediately prior to the consummation of any such Tag Along Sale the Minority Party and its Entity Affiliates collectively own thirty-three percent (33%) or less of the voting power of the outstanding Voting Securities at such time of determination, the Majority Party and its Entity Affiliates shall only be permitted to Transfer fifty percent (50%) of the total number of Tag-Along Securities to be sold to the Third-Party Offeror that the Majority Party and its Entity Affiliates would otherwise have been permitted to Transfer in such Tag-Along Sale under the formula described in this sentence excluding this proviso (the “Adjusted Majority Party Pro Rata Tag Along Portion”); (ii) with respect to Company Debt, multiplying (A) the principal amount of outstanding Company Debt held by and accrued and unpaid interest owed to the Tag-Along Party by (B) the quotient obtained by dividing (1) the principal amount of outstanding Company Debt to be sold to the Third-Party Offeror by the Transferring Seller by Proposed Transferee and (2) the aggregate principal amount denominator of outstanding Company Debt held by and accrued and unpaid interest owed which is equal to the Transferring Seller; andpercentage of Membership Interests then owned by the Tag-Along Selling Member. (iiiii) the Transferring Seller The Tag-Along Selling Member shall use its commercially reasonable efforts to include in the proposed Tag-Along Sale to the Third-Party Offeror all of the Tag-Along Securities Membership Interests that the Tag-Along Party has Participating Members have requested to have included pursuant to the applicable Tag-Along Acceptance NoticeNotices, it being understood that the ThirdTag-Party Offeror Along Proposed Transferee shall not be required to purchase Tag-Along Securities Membership Interests in excess of the number amount set forth in the Tag-Along Sale Notice. In the event the ThirdTag-Party Offeror Along Proposed Transferee elects to purchase less than all of the Tag-Along Securities Membership Interests sought to be sold by the Transferring Seller and Tag-Along Participating Members, the percentage of Membership Interests to be sold to the Tag-Along Party, the number of Tag-Along Securities to be Transferred to the Third-Party Offeror Proposed Transferee by the Transferring Seller and the Tag-Along Party Selling Member and each Tag-Along Participating Member shall be reduced so that each such shareholder Member is entitled to sell its Pro Rata Portion of the percentage of Membership Interests the Tag-Along Portion of the number of Tag-Along Securities the Third-Party Offeror Proposed Transferee elects to purchase (which in no event may be less than the number percentage of Securities Membership Interests set forth in the Sale Notice). (iii) Each Tag-Along Notice). For purposes of this Section 3.2, the “Pro Rata Member who does not deliver a Tag-Along Portion” Notice in compliance with Section 9.04(c)(i) shall mean:be deemed to have waived all of such Tag-Along Member’s rights to participate in such Tag-Along Sale, and the Tag-Along Selling Member shall (subject to Section 9.04(h) and the rights of any Tag-Along Participating Member) thereafter be free to sell to the Tag-Along Proposed Transferee its Membership Interests at a per Membership Interest percentage price that is no greater than the per Membership Interest percentage price set forth in the Sale Notice and on other terms and conditions which are not in the aggregate materially more favorable to the Tag-Along Selling Member than those set forth in the Sale Notice, without any further obligation to the Tag-Along Members that are not Tag-Along Participating Members.

Amount to be Sold. The Tag-Along Party shall be entitled to sell to the Third-Party Offeror, in conjunction with the closing of the Third-Party Offeror’s purchase of Tag-Along Securities from the Transferring Seller, up to that portion of its Tag-Along Securities determined by: (i) with respect to Tag-Along Securities other than Company Debt, multiplying (A) the number of Tag-Along Securities that are held by the Tag-Along Party by (B) the quotient obtained by dividing (1) the number of Tag-Along Securities to be sold to the Third-Party Offeror by the Transferring Seller by (2) the total number of Tag-Along Securities then held by the Transferring Seller; provided, however, that in the event that the Minority Party and/or one or more of its Entity Affiliates is the Transferring Seller and immediately prior to the consummation of any such Tag Along Sale the Minority Party and its Entity Affiliates collectively own thirty-three percent (33%) % or less of the voting power of the outstanding Voting Securities voting capital stock of the Company at such time of determination, the Majority Party and its Entity Affiliates shall only be permitted to Transfer fifty percent (50%) % of the total number of Tag-Along Securities to be sold to the Third-Party Offeror that the Majority Party and its Entity Affiliates would otherwise have been permitted to Transfer in such Tag-Along Sale under the formula described in this sentence excluding this proviso (the “Adjusted Majority Party Pro Rata Tag Along Portion”); (ii) with respect to Company Debt, multiplying (A) the principal amount of outstanding Company Debt held by and accrued and unpaid interest owed to the Tag-Along Party by (B) the quotient obtained by dividing (1) the principal amount of outstanding Company Debt to be sold to the Third-Party Offeror by the Transferring Seller by (2) the aggregate principal amount of outstanding Company Debt held by and accrued and unpaid interest owed to the Transferring Seller; and (iii) the Transferring Seller shall use its commercially reasonable efforts to include in the proposed Tag-Along Sale to the Third-Party Offeror all of the Tag-Along Securities that the Tag-Along Party has requested to have included pursuant to the applicable Tag-Along Acceptance Notice, it being understood that the Third-Party Offeror shall not be required to purchase Tag-Along Securities in excess of the number set forth in the Tag-Along Notice. In the event the Third-Party Offeror elects to purchase less than all of the Tag-Along Securities sought to be sold by the Transferring Seller and the Tag-Along Party, the number of Tag-Along Securities to be Transferred to the Third-Party Offeror by the Transferring Seller and the Tag-Along Party shall be reduced so that each such shareholder is entitled to sell its Pro Rata Tag-Along Portion of the number of Tag-Along Securities the Third-Party Offeror elects to purchase (which in no event may be less than the number of Securities set forth in the Tag-Along Notice). For purposes of this Section 3.2, the “Pro Rata Tag-Along Portion” shall mean: