Common use of Certain Legal Requirements Clause in Contracts

Certain Legal Requirements. In the event the consideration to be paid in exchange for Shares in a proposed Sale pursuant to Section 4(a) or Section 4(b) includes any securities, and the receipt thereof by a Participating Seller would require under applicable law (A) the registration or qualification of such securities or of any Person as a broker or dealer or agent with respect to such securities where such registration or qualification is not otherwise required for the Sale or (B) the provision to any Participating Seller of any specified information regarding such securities or the issuer thereof that is material and not otherwise required to be provided for the Sale, then such Participating Seller shall not have the right to Sell Shares in such proposed Sale, and the Sponsors proposing such Sale (in the case of Section 4(a)) or the Board (in the case of Section 4(b)), as applicable, shall (x) in the case of a Sale that is not a Change in Control, have the right, but not the obligation, and (y) in the case of a Sale that is a Change in Control, have the obligation, to cause to be paid to such Participating Seller in lieu of the issuance of such securities, against surrender of the Shares which would have otherwise been Sold by such Participating Seller to the Prospective Buyer in the proposed Sale, an amount in cash equal to the Fair Market Value of such securities as of the date such securities would have been issued in exchange for such Shares.

Certain Legal Requirements. In the event If the consideration to be paid in exchange for Shares in a proposed Sale Transfer pursuant to Section 4(a) or Section 4(b) 4.3 includes any securities, and the receipt thereof by a Participating Seller would require under applicable law (Aa) the registration or qualification of such securities or of any Person as a broker or dealer or agent with respect to such securities where such registration or qualification is would not otherwise be required for the Sale Transfer by the Prospective Selling Investor or (Bb) the provision to any Participating Drag Along Seller of any specified information regarding the Company or any of its Subsidiaries, such securities or the issuer thereof thereof, in each case that is material and not otherwise required to be provided for the SaleTransfer by the Prospective Selling Investor, then such Participating Seller shall not have the right to Sell Transfer Shares in such proposed SaleTransfer. In such event, and the Sponsors proposing such Sale (in the case of Section 4(a)) or the Board (in the case of Section 4(b)), as applicable, shall (x) in the case of a Sale that is not a Change in Control, Prospective Selling Investor will have the right, but not the obligation, and (y) in the case of a Sale that is a Change in Control, have the obligation, to cause to be paid to such Participating Seller in lieu of the issuance of such securities, against surrender of the Shares which (in accordance with Section 4.4.5 hereof) that would have otherwise been Sold Transferred by such Participating Seller to the Prospective Buyer in the proposed SaleTransfer, an amount in cash equal to the Fair Market Value fair market value of such securities Shares as of the date such securities would have been issued delivered in exchange for such Shares, as determined in good faith by the Board, and thereupon such Drag Along Seller shall be obligated to Transfer Shares in such Transfer in accordance with Section 4.3.

Certain Legal Requirements. In the event the consideration to be paid in exchange for Shares in a proposed Sale pursuant to Section 4(a) 4.1 or Section 4(b) 4.2 includes any securities, and the receipt thereof by a Participating Seller would require under applicable law (Aa) the registration or qualification of such securities or of any Person as a broker or dealer or agent with respect to such securities where such registration or qualification is not otherwise required for the Sale by the Prospective Selling Stockholder(s) or (Bb) the provision to any Participating Tag Along Seller or Drag Along Seller of any specified information regarding the Company or any of its subsidiaries, such securities or the issuer thereof that is material and not otherwise required to be provided for the SaleSale by the Prospective Selling Stockholder(s), then such Participating Seller shall not have the right to Sell Shares in such proposed Sale. In such event, and the Sponsors proposing such Sale (in the case of Section 4(a)Prospective Selling Stockholder(s) or the Board (in the case of Section 4(b)), as applicable, shall (xi) in the case of a Sale that is not a Change in Controlpursuant to Section 4.1, have the right, but not the obligation, and (yii) in the case of a Sale that is a Change in Controlpursuant to Section 4.2, have the obligation, obligation to cause to be paid to such Participating Seller in lieu of the issuance of such securitiesthereof, against surrender of the Shares (in accordance with Section 4.3.6 hereof) which would have otherwise been Sold by such Participating Seller to the Prospective Buyer in the proposed Sale, an amount in cash equal to the Fair Market Value of such securities Shares as of the date such securities would have been issued in exchange for such Shares.

Certain Legal Requirements. In the event the consideration to be paid in exchange for Company Shares in a proposed Sale Transfer pursuant to Section 4(a) 4.2 or Section 4(b) 4.3 hereof includes any securities, and the receipt thereof by a Tagging Stockholder or Drag-Along Stockholder (each, a “Participating Seller Seller”) would require under applicable law (Aa) the registration or qualification of such securities or of any Person person as a broker or dealer or agent with respect to such securities where such registration or qualification is not otherwise required for the Sale or (Bb) the provision to any Participating Seller Tagging Stockholder or Drag-Along Stockholder of any specified information regarding the Company, such securities or the issuer thereof that is material and not otherwise required to be provided for the Salethereof, then such Participating Seller shall will not have the right to Sell sell Company Shares in such proposed SaleTransfer. In such event, and the Sponsors proposing such Sale Transferring Stockholder (in the case of a Transfer pursuant to Section 4(a)4.2 hereof) or the Board TPG (in the case of a Transfer pursuant to Section 4(b)), as applicable, 4.3 hereof) shall (x) in the case of a Sale that is not a Change in Control, have the right, but not the obligation, and (y) in the case of a Sale that is a Change in Control, have the obligation, to cause to be paid to such Participating Seller in lieu of the issuance of such securitiesthereof, against surrender of the Company Shares (in accordance with Section 4.4.6 hereof) which would have otherwise been Sold sold by such Participating Seller to the Prospective Buyer Proposed Transferee or Drag-Along Buyer, as applicable, in the proposed SaleTransfer, an amount in cash equal to the Fair Market Value of such securities Company Shares as of the date such securities would have been issued in exchange for such Company Shares.

Certain Legal Requirements. In the event the consideration to be paid in exchange for Shares Securities in a proposed Sale pursuant to Section 4(a) or Section 4(b) 3.1 includes any securities, and the receipt thereof by a Participating Seller or Management Tag Seller would require under applicable law (Aa) the registration or qualification of such securities or of any Person as a broker or dealer or agent with respect to such securities where such registration or qualification is not otherwise required for the Sale by the Prospective Selling Security Holder(s) or (Bb) the provision to any Participating Tag Along Seller or Management Tag Seller of any specified information regarding the Partnership or any of its subsidiaries, such securities or the issuer thereof that is material and not otherwise required to be provided for the SaleSale by the Prospective Selling Security Holder(s), then such Participating Seller or Management Tag Seller shall not have the right option to Sell Shares Securities in such proposed Sale. In such event, and the Sponsors proposing such Sale (in the case of Section 4(a)Prospective Selling Security Holder(s) or the Board (in the case of Section 4(b)), as applicable, shall (x) in the case of a Sale that is not a Change in Controlpursuant to Section 3.1, have the right, but not the obligation, and (y) in the case of a Sale that is a Change in Control, have the obligation, to cause to be paid to such Participating Seller or Management Tag Seller in lieu of the issuance of such securitiesthereof, against surrender of the Shares Securities (in accordance with Section 3.2.5 hereof) which would have otherwise been Sold by such Participating Seller or Management Tag Seller to the Prospective Buyer in the proposed Sale, an amount in cash equal to the Fair Market Value value of the consideration being paid for Securities of such securities as type. The value of such consideration will be determined in the reasonable judgment of the date such securities would have been issued in exchange for such SharesGeneral Partner.

Certain Legal Requirements. In the event If the consideration to be paid in exchange for Shares in a proposed Sale Transfer pursuant to Section 4(a) 4.1 or Section 4(b) 4.2 includes any securities, and the receipt thereof by a Participating Seller would require under applicable law (Aa) the registration or qualification of such securities or of any Person as a broker or dealer or agent with respect to such securities where such registration or qualification is would not otherwise be required for the Sale Transfer by the Prospective Selling Investor or (Bb) the provision to any Participating Tag Along Seller or Drag Along Seller of any specified information regarding the Company or any of its subsidiaries, such securities or the issuer thereof thereof, in each case that is material and not otherwise required to be provided for the SaleTransfer by the Prospective Selling Investor, then such Participating Seller shall not have the right to Sell Transfer Shares in such proposed SaleTransfer. In such event, and the Sponsors proposing such Sale (in the case of Section 4(a)) or the Board (in the case of Section 4(b)), as applicable, shall (x) in the case of a Sale that is not a Change in Control, Prospective Selling Investor will have the right, but not the obligation, and (y) in the case of a Sale that is a Change in Control, have the obligation, to cause to be paid to such Participating Seller in lieu of the issuance of such securities, against surrender of the Shares which (in accordance with Section 4.3.6 hereof) that would have otherwise been Sold Transferred by such Participating Seller to the Prospective Buyer in the proposed SaleTransfer, an amount in cash equal to the Fair Market Value fair market value of such securities Shares as of the date such securities would have been issued delivered in exchange for such Shares, as determined in good faith by the Board.

Certain Legal Requirements. In the event the consideration to be paid in exchange for Shares in a proposed Sale pursuant to Section 4(a) 4.1 or Section 4(b) 4.2 includes any securities, and the receipt thereof by a Participating Seller would require under applicable law (Aa) the registration or qualification of such securities or of any Person as a broker or dealer or agent with respect to such securities where such registration or qualification is not otherwise required for the Sale by the Prospective Selling Stockholder(s) or (Bb) the provision to any Participating Tag Along Seller or Drag Along Seller of any specified information regarding such securities or the issuer thereof that is material and not otherwise required to be provided for the SaleSale by the Prospective Selling Stockholder(s), then such Participating Seller shall not have the right without the consent of the Prospective Selling Stockholder(s) to Sell Shares in such proposed Sale. In such event, and absent such consent, the Sponsors proposing such Sale (in the case of Section 4(a)Prospective Selling Stockholder(s) or the Board (in the case of Section 4(b)), as applicable, shall (xi) in the case of a Sale that is not a Change in Controlpursuant to Section 4.1, have the right, but not the obligation, and (yii) in the case of a Sale that is a Change in Controlpursuant to Section 4.2, have the obligation, obligation to cause to be paid to such Participating Seller in lieu of the issuance of such securitiesthereof, against surrender of the Shares (in accordance with Section 4.3.6 hereof) which would have otherwise been Sold by such Participating Seller to the Prospective Buyer in the proposed Sale, an amount in cash equal to the Fair Market Value of such securities Shares as of the date such securities would have been issued in exchange for such Shares.

Certain Legal Requirements. In the event the consideration to be paid in exchange for Shares in a proposed Sale pursuant to Section 4(a) 4.1 or Section 4(b) 4.2 includes any securities, and the receipt thereof by a Participating Seller would require under applicable law Law (Aa) the registration or qualification of such securities or of any Person as a broker or dealer or agent with respect to such securities where such registration or qualification is not otherwise required for the Sale by the Prospective Selling Stockholder(s) or (Bb) the provision to any Participating Tag Along Seller or Drag Along Seller of any specified information regarding the Company or any of its subsidiaries, such securities or the issuer thereof that is material and not otherwise required to be provided for the SaleSale by the Prospective Selling Stockholder(s), then such Participating Seller shall not have the right to Sell Shares in such proposed Sale. In such event, and the Sponsors proposing such Sale (in the case of Section 4(a)Prospective Selling Stockholder(s) or the Board (in the case of Section 4(b))shall, as applicable, shall (x) in the case of a Sale that is not a Change in Controlpursuant to Section 4.1, have the right, but not the obligation, and and, (y) in the case of a Sale that is a Change in Controlpursuant to Section 4.2, have the obligation, to cause to be paid to such Participating Seller in lieu of the issuance of such securitiesthereof, against surrender of the Shares (in accordance with Section 4.4.5 hereof) which would have otherwise been Sold by such Participating Seller to the Prospective Buyer in the proposed Sale, an amount in cash equal to the Fair Market Value of such securities Shares as of the date such securities would have been issued in exchange for such Shares. Notwithstanding the foregoing, this Section 4.4.1 shall not apply to any PITV Xxxxxxxx, XXXX0, XXXX0, BMPS3 or BMPS4 or any Bank Investor.

Certain Legal Requirements. In the event the consideration to be paid in exchange for Shares in a proposed Sale pursuant to Section 4(a) 4.1 or Section 4(b) 4.2 includes any securities, and the receipt thereof by a Participating Seller would require under applicable law (Aa) the registration or qualification of such securities or of any Person as a broker or dealer or agent with respect to such securities where such registration or qualification is not otherwise required for the Sale by the Prospective Selling Stockholder(s) or (Bb) the provision to any Participating Tag Along Seller or Drag Along Seller of any specified information regarding the Company or any of its subsidiaries, such securities or the issuer thereof that is material and not otherwise required to be provided for the SaleSale by the Prospective Selling Stockholder(s), then such Participating Seller shall not have the right option to Sell Shares in such proposed Sale. In such event, and the Sponsors proposing such Sale (in the case of Section 4(a)Prospective Selling Stockholder(s) or the Board (in the case of Section 4(b)), as applicable, shall (x) in the case of a Sale that is not a Change in Controlpursuant to Section 4.1, have the right, but not the obligation, and (y) in the case of a Sale that is a Change in Controlpursuant to Section 4.2, have the obligation, to cause to be paid to such Participating Seller in lieu of the issuance of such securitiesthereof, against surrender of the Shares (in accordance with Section 4.4.5 hereof) which would have otherwise been Sold by such Participating Seller to the Prospective Buyer in the proposed Sale, an amount in cash equal to the Fair Market Value of such securities Shares as of the date such securities would have been issued in exchange for such Shares.

Certain Legal Requirements. In the event the consideration to be paid in exchange for Shares in a proposed Sale pursuant to Section 4(a) 3.1 or Section 4(b) 3.2 includes any securities, and the receipt thereof by a Participating Tag Along Seller or a Participating Drag Along Seller (each, a “Participating Transferor”) would require under applicable law (Ai) the registration or qualification of such securities or of any Person person as a broker or dealer or agent with respect to such securities where such registration or qualification is not otherwise required for the Sale or (Bii) the provision to any Participating Tag Along Seller or Drag Along Seller of any specified information regarding such securities or the issuer thereof that is material and would not otherwise be required to be provided for to the SaleProspective Tag Along Seller or the Prospective Drag Along Seller (each, then such Participating Seller shall not have the right to Sell Shares in such proposed Salea “Prospective Transferor”), and the Sponsors proposing Prospective Transferors determine not to have the issuer register or qualify such Sale (in securities or person or have the issuer provide such information, as the case of Section 4(a)) or the Board (in the case of Section 4(b))may be, as applicable, shall (x) in the case of a Sale that is not a Change in Control, have the right, but not the obligation, and (y) in the case of a Sale that is a Change in Control, have the obligation, to cause to be paid to such Participating Seller then in lieu of the issuance receipt of such securitiessecurities in the proposed Sale, against surrender of the Shares (in accordance with Section 3.3(f) hereof) which would have otherwise been Sold are to be sold in such proposed Sale by such applicable Participating Seller Transferor, to the Prospective Buyer in the proposed Sale, the Prospective Transferors shall, contemporaneously with such Sale, cause to be paid to the Participating Transferors an amount in cash equal to the Fair Market Value of such securities type and number of Shares as of the date such of the issuance of securities would have been issued in exchange for such Shares.

Certain Legal Requirements. In the event the consideration to be paid in exchange for Shares in a proposed Sale pursuant to Section 4(a) 4.1 or Section 4(b) 4.2 includes any securities, and the receipt thereof by a Participating Seller would require under applicable law (Aa) the registration or qualification of such securities or of any Person as a broker or dealer or agent with respect to such securities where such registration or qualification is not otherwise required for the Sale by the Prospective Selling Investor(s) or (Bb) the provision to any Participating Tag Along Seller or Drag Along Seller of any specified additional information regarding the Company or any of its Subsidiaries, such securities or the issuer thereof that is material and not otherwise required thereof, including by reason of the failure of one or more Stockholders to be provided for an “accredited investor” as such term is defined in Rule 501 of Regulation D of the SaleSecurities Act, then such Participating Seller shall will not have the right to Sell Shares in such proposed Sale. In such event, and the Sponsors proposing such Sale (in the case of Section 4(a)) or the Board (in the case of Section 4(b)), as applicable, shall (x) in the case of a Sale that is not a Change in Control, Prospective Selling Investors will have the right, but not the obligation, and (y) in the case of a Sale that is a Change in Control, have the obligation, to cause to be paid to such Participating Seller in lieu of the issuance of such securitiesthereof, against - 17 - surrender of the Shares (in accordance with Section 4.3.5 hereof) which would have otherwise been Sold by such Participating Seller to the Prospective Buyer in the proposed Sale, an amount in cash equal to the Fair Market Value of such securities Shares as of the date such securities would have been issued in exchange for such Shares.

Certain Legal Requirements. In the event the consideration to be paid in exchange for Shares in a proposed Sale pursuant to Section 4(a) 4.1 or Section 4(b) 4.2 includes any securities, and the receipt thereof by a Participating Seller would require under applicable law (Aa) the registration or qualification of such securities or of any Person as a broker or dealer or agent with respect to such securities where such registration or qualification is not otherwise required for the Sale by the Prospective Selling Investor(s) or (Bb) the provision to any Participating Tag Along Seller or Drag Along Seller of any specified additional information regarding the Company or any of its Subsidiaries, such securities or the issuer thereof that is material and not otherwise required thereof, including by reason of the failure of one or more Stockholders to be provided for an “accredited investor” as such term is defined in Rule 501 of Regulation D of the SaleSecurities Act, then such Participating Seller shall will not have the right to Sell Shares in such proposed Sale. In such event, and the Sponsors proposing such Sale (in the case of Section 4(a)) or the Board (in the case of Section 4(b)), as applicable, shall (x) in the case of a Sale that is not a Change in Control, Prospective Selling Investors will have the right, but not the obligation, and (y) in the case of a Sale that is a Change in Control, have the obligation, to cause to be paid to such Participating Seller in lieu of the issuance of such securitiesthereof, against surrender of the Shares (in accordance with Section 4.3.5 hereof) which would have otherwise been Sold by such Participating Seller to the Prospective Buyer in the proposed Sale, an amount in cash equal to the Fair Market Value of such securities Shares as of the date such securities would have been issued in exchange for such Shares.

Certain Legal Requirements. In the event If the consideration to be paid in exchange for Shares in a proposed Sale pursuant to Section 4(a) 4.1 or Section 4(b) 4.2 includes any securities, and the receipt thereof by a Participating Seller would require under applicable law (Aa) the registration or qualification of such securities or of any Person as a broker or dealer or agent with respect to such securities where such registration or qualification is not otherwise required for the Sale or (Bb) the provision to any Participating Tag Along Seller or Drag Along Seller of any specified information regarding the Company, its subsidiaries, such securities or the issuer thereof that is material and would not otherwise be required to be provided for delivered in an offering solely to a limited number of “accredited investors” under Regulation D promulgated under the SaleSecurities Act, then such Participating Seller shall not have the right to Sell Shares in such proposed Sale. In such event, and the Sponsors proposing such Sale (in Tag Initiating Prospective Selling Investors or the Drag Initiating Prospective Selling Investors, as the case of Section 4(a)) or the Board (in the case of Section 4(b)), as applicablemay be, shall have the right (x) or, in the case of a proposed Sale that is pursuant to Section 4.2, the obligation if they do not a Change in Control, have the right, but not the obligation, and (ytake reasonable steps to arrange for delivery of such required information) in the case of a Sale that is a Change in Control, have the obligation, to cause to be paid to such Participating Seller in lieu of the issuance of such securitiesthereof, against surrender of the Shares (in accordance with Section 4.3.6 hereof) which would have otherwise been Sold by such Participating Seller to the Prospective Buyer in the proposed Sale, an amount in cash equal to the Fair Market Value of such securities Shares as of the date such securities would have been issued in exchange for such Shares.

Certain Legal Requirements. In the event the consideration to be paid in exchange for Shares in a proposed Sale pursuant to Section 4(a) or Section 4(b) includes any securities, and the receipt thereof by a Participating Seller would require under applicable law (A) the registration or qualification of such securities or of any Person as a broker or dealer or agent with respect to such securities where such registration or qualification is not otherwise required for the Sale or (B) the provision to any Participating Seller of any specified information regarding such securities or the issuer thereof that is material and not otherwise required to be provided for the Sale, then such Participating Seller shall not have the right to Sell Shares in such proposed Sale, and the Sponsors proposing such Sale (in the case of Section 4(a)) or the Board (in the case of Section 4(b)), as applicable, shall (x) in the case of a Sale that is not a Change in Control, have the right, but not the obligation, and (y) in the case of a Sale that is a Change in Control, have the obligation, to cause to be paid to such Participating Seller in lieu of the issuance of such securities, against surrender of the Shares which would have otherwise been Sold by such Participating Seller to the Prospective Buyer in the proposed Sale, an amount in cash equal to the Fair Market Value of such securities as of the date such securities would have been issued in exchange for such Shares.. 10

Certain Legal Requirements. In the event the consideration to be paid in exchange for Shares in a proposed Sale pursuant to Section 4(a) or Section 4(b) includes any securities, A-5 and the receipt thereof by a Participating Seller would require under applicable law (A) the registration or qualification of such securities or of any Person as a broker or dealer or agent with respect to such securities where such registration or qualification is not otherwise required for the Sale or (B) the provision to any Participating Seller of any specified information regarding such securities or the issuer thereof that is material and not otherwise required to be provided for the Sale, then such Participating Seller shall not have the right to Sell Shares in such proposed Sale, and the Sponsors proposing such Sale (in the case of Section 4(a)) or the Board (in the case of Section 4(b)), as applicable, shall (x) in the case of a Sale that is not a Change in Control, have the right, but not the obligation, and (y) in the case of a Sale that is a Change in Control, have the obligation, to cause to be paid to such Participating Seller in lieu of the issuance of such securities, against surrender of the Shares which would have otherwise been Sold by such Participating Seller to the Prospective Buyer in the proposed Sale, an amount in cash equal to the Fair Market Value of such securities as of the date such securities would have been issued in exchange for such Shares.

Certain Legal Requirements. In the event the consideration to be paid in exchange for Shares in a proposed Sale pursuant to Section 4(a) 4.1 or Section 4(b) 4.2 includes any securities, and the receipt thereof by a Participating Seller would require under applicable law (Aa) the registration or qualification of such securities or of any Person as a broker or dealer or agent with respect to such securities where such registration or qualification is not otherwise required for the Sale by the Prospective Selling Stockholder(s) or (Bb) the provision to any Participating Tag Along Seller or Drag Along Seller of any specified information regarding such securities or the issuer thereof that is material and not otherwise required to be provided for the SaleSale by the Prospective Selling Stockholder(s), then such Participating Seller shall not have the right to Sell Shares in such proposed Sale. In such event, and the Sponsors proposing such Sale (in the case of Section 4(a)Prospective Selling Stockholder(s) or the Board (in the case of Section 4(b)), as applicable, shall (xi) in the case of a Sale that is not a Change in Control, have the right, but not the obligation, and (yii) in the case of a Sale that is a Change in Control, have the obligation, to cause to be paid to such Participating Seller in lieu of the issuance of such securitiesthereof, against surrender of the Shares (in accordance with Section 4.4.6 hereof) which would have otherwise been Sold by such Participating Seller to the Prospective Buyer in the proposed Sale, an amount in cash equal to the Fair Market Value of such securities Shares as of the date such securities would have been issued in exchange for such Shares.

Certain Legal Requirements. In the event the consideration to be paid in exchange for Shares in a proposed Sale pursuant to Section 4(a) 4.1 or Section 4(b) 4.2 includes any securities, and the receipt thereof by a Participating Seller would require under applicable law (Aa) the registration or qualification of such securities or of any Person as a broker or dealer or agent with respect to such securities where such registration or qualification is not otherwise required for the Sale by the Prospective Selling Stockholder(s) or (Bb) the provision to any Participating Tag Along Seller or Drag Along Seller of any specified information regarding the Company or any of its subsidiaries, such securities or the issuer thereof that is material and not otherwise required to be provided for the SaleSale by the Prospective Selling Stockholder(s), then such Participating Seller shall not have the right to Sell Shares in such proposed Sale. In such event, and the Sponsors proposing such Sale (in the case of Section 4(a)Prospective Selling Stockholder(s) or the Board (in the case of Section 4(b)), as applicable, shall (x) in the case of a Sale that is not a Change in Controlpursuant to Section 4.1, have the right, but not the obligation, and (y) in the case of a Sale that is a Change in Controlpursuant to Section 4.2, have the obligation, to cause to be paid to such Participating Seller in lieu of the issuance of such securitiesthereof, against surrender of the Shares (in accordance with Section 4.4.5 hereof) which would have otherwise been Sold by such Participating Seller to the Prospective Buyer in the proposed Sale, an amount in cash equal to the Fair Market Value of such securities Shares as of the date such securities would have been issued in exchange for such Shares.

Certain Legal Requirements. In the event the consideration to be paid in exchange for Shares in a proposed Sale pursuant to Section 4(a) 4.1 or Section 4(b) 4.2 includes any securities, and the receipt thereof by a Participating Seller would require under applicable law (Aa) the registration or qualification of such securities or of any Person as a broker or dealer or agent with respect to such securities where such registration or qualification is not otherwise required for the Sale by the Prospective Selling Stockholder(s) or (Bb) the provision to any Participating Tag Along Seller or Drag Along Seller of any specified information regarding such securities or the issuer thereof that is material and not otherwise required to be provided for the SaleSale by the Prospective Selling Stockholder(s), then such Participating Seller shall not have the right to Sell Shares in such proposed Sale. In such event, and the Sponsors proposing such Sale (in the case of Section 4(a)Prospective Selling Stockholder(s) or the Board (in the case of Section 4(b)), as applicable, shall (xi) in the case of a Sale that is not a Change in Controlpursuant to Section 4.1, have the right, but not the obligation, and (yii) in the case of a Sale that is a Change in Controlpursuant to Section 4.2, have the obligation, obligation to cause to be paid to such Participating Seller in lieu of the issuance of such securitiesthereof, against surrender of the Shares (in accordance with Section 4.3.6 hereof) which would have otherwise been Sold by such Participating Seller to the Prospective Buyer in the proposed Sale, an amount in cash equal to the Fair Market Value of such securities Shares as of the date such securities would have been issued in exchange for such Shares.

Certain Legal Requirements. In the event the consideration to be paid in exchange for Shares in a proposed Sale pursuant to Section 4(a) 4.1 or Section 4(b) 4.2 includes any securities, and the receipt thereof by a Participating Seller would require under applicable law Law (Aa) the registration or qualification of such securities or of any Person as a broker or dealer or agent with respect to such securities where such registration or qualification is not otherwise required for the Sale by the Prospective Selling Stockholder(s) or (Bb) the provision to any Participating Tag Along Seller or Drag Along Seller of any specified information regarding the Company or any of its subsidiaries, such securities or the issuer thereof that is material and not otherwise required to be provided for the SaleSale by the Prospective Selling Stockholder(s), then such Participating Seller shall not have the right to Sell Shares in such proposed Sale. In such event, and the Sponsors proposing such Sale (in the case of Section 4(a)Prospective Selling Stockholder(s) or the Board (in the case of Section 4(b))shall, as applicable, shall (x) in the case of a Sale that is not a Change in Controlpursuant to Section 4.1, have the right, but not the obligation, and and, (y) in the case of a Sale that is a Change in Controlpursuant to Section 4.2, have the obligation, to cause to be paid to such Participating Seller in lieu of the issuance of such securitiesthereof, against surrender of the Shares (in accordance with Section 4.4.5 hereof) which would have otherwise been Sold by such Participating Seller to the Prospective Buyer in the proposed Sale, an amount in cash equal to the Fair Market Value of such securities Shares as of the date such securities would have been issued in exchange for such Shares. Notwithstanding the foregoing, this Section 4.4.1 shall not apply to any PITV Investor, BMPS1, BMPS2 or any Bank Investor.

Certain Legal Requirements. In the event the consideration to be paid in exchange for Shares in a proposed Sale pursuant to Section 4(a) 4.1 or Section 4(b) 4.2 includes any securities, and the receipt thereof by a Participating Seller would require under applicable law (Aa) the registration or qualification of such securities or of any Person as a broker or dealer or agent with respect to such securities where such registration or qualification is not otherwise required for the Sale by the Prospective Selling Stockholder(s) or (Bb) the provision to any Participating Tag Along Seller or Drag Along Seller of any specified information regarding the Company or any of its subsidiaries, such securities or the issuer thereof that is material and not otherwise required to be provided for the SaleSale by the Prospective Selling Stockholder(s), then such Participating Seller shall not have the right option to Sell Shares in such proposed Sale. In such event, and the Sponsors proposing such Sale (in the case of Section 4(a)Prospective Selling Stockholder(s) or the Board (in the case of Section 4(b)), as applicable, shall (x) in the case of a Sale that is not a Change in Controlpursuant to Section 4.1, have the right, but not the obligation, and (y) in the case of a Sale that is a Change in Controlpursuant to Section 4.2, have the obligation, to cause to be paid to such Participating Seller in lieu of the issuance of such securitiesthereof, against surrender of the Shares (in accordance with Section 4.5.5 hereof) which would have otherwise been Sold by such Participating Seller to the Prospective Buyer in the proposed Sale, an amount in cash equal to the Fair Market Value of such securities Shares as of the date such securities would have been issued in exchange for such Shares.

Certain Legal Requirements. In the event the consideration to be paid in exchange for Shares shares of Common Stock in a proposed Sale pursuant to Section 4(a) or Section 4(b) Transfer includes any securities, and the receipt thereof by a Participating Seller holder of Shares would require under applicable law (Ai) the registration or qualification of such securities or of any Person as a broker or dealer or agent with respect to such securities where such registration or qualification is not otherwise required for the Sale Transfer by the applicable transferee or (Bii) the provision to any Participating Seller such holder of Shares of any specified information regarding the Company or any of its subsidiaries, such securities or the issuer thereof that is material and not otherwise required to be provided for the SaleTransfer by the applicable transferee, then such Participating Seller holder of Shares shall not have the right to Sell Transfer Shares in such proposed SaleTransfer; provided, and the Sponsors proposing such however if an Approved Sale (in the case of is to be consummated pursuant to Section 4(a) and a holder of Shares does not have the right to Transfer his or her Shares pursuant to this Section 6(a)) , the Company or the Board (in the case of Section 4(b))MDP Stockholders, as applicable, shall (x) in the case of a Sale that is not a Change in Control, have the right, but not the obligation, and (y) in the case of a Sale that is a Change in Control, have the obligation, to cause to be paid to such Participating Seller holder of Shares, in lieu of such securities and in exchange for the issuance surrender of such securities, against surrender of the holder’s Shares (in accordance with Section 6(d) hereof) which would have otherwise been Sold sold by such Participating Seller holder of Shares to the Prospective Buyer prospective purchaser in the proposed Drag Along Sale, an amount in cash equal to the Fair Market Value of such securities Shares as of the date such securities would have been issued in exchange for such Shares.

Certain Legal Requirements. In the event the consideration to be paid in exchange for Shares in a proposed Sale pursuant to Section 4(a) 4.1 or Section 4(b) 4.2 hereof includes any securities, and the receipt thereof by a Tag Along Seller or Drag Along Seller (each, a “Participating Seller Seller”) would require under applicable law (Aa) the registration or qualification of such securities or of any Person person as a broker or dealer or agent with respect to such securities where such registration or qualification is not otherwise required for the Sale or (Bb) the provision to any Participating Tag Along Seller or Drag Along Seller of any specified information regarding the Company, such securities or the issuer thereof that is material and not otherwise required to be provided for the Salethereof, then such Participating Seller shall will not have the right or obligation to Sell sell Shares in such proposed Sale. In such event, and the Sponsors proposing such Sale Prospective Selling Investor (in the case of a Sale pursuant to Section 4(a)4.1 hereof) or the Board Majority Investors (in the case of Section 4(b)), as applicable, shall (x) in the case of a Sale that is not a Change in Control, have the right, but not the obligation, and (ypursuant to Section 4.2 hereof) in the case of a Sale that is a Change in Control, have the obligation, to shall cause to be paid to such Participating Seller in lieu of the issuance of such securitiesthereof, against surrender of the Shares (in accordance with Section 4.3.6 hereof) which would have otherwise been Sold sold by such Participating Seller to the Prospective Buyer in the proposed Sale, an amount in cash equal to the Fair Market Value of such securities Shares as of the date such securities would have been issued in exchange for such Shares.

Certain Legal Requirements. In the event the consideration to be paid in exchange for Shares in a proposed Sale pursuant to Section 4(a) 5.1 or Section 4(b) 5.2 includes any securities, and the receipt thereof by a Participating Seller would require under applicable law (Aa) the registration or qualification of such securities or of any Person as a broker or dealer or agent with respect to such securities where such registration or qualification is not otherwise required for the Sale by the Prospective Selling Stockholders) or (Bb) the provision to any Participating Tag Along Seller or Drag Along Seller of any specified information regarding the Company or any of its subsidiaries, such securities or the issuer thereof that is material and not otherwise required to be provided for the SaleSale by the Prospective Selling Stockholder(s), then such Participating Seller shall not have the right to Sell Shares in such proposed Sale. In such event, and the Sponsors proposing such Sale (in the case of Section 4(a)Prospective Selling Stockholder(s) or the Board (in the case of Section 4(b)), as applicable, shall (xi) in the case of a Sale that is not a Change in Controlpursuant to Section 5.1, have the right, but not the obligation, and (yii) in the case of a Sale that is a Change in Controlpursuant to Section 5.2, have the obligation, obligation to cause to be paid to such Participating Seller in lieu of the issuance of such securitiesthereof, against surrender of the Shares (in accordance with Section 5.3.6 hereof) which would have otherwise been Sold by such Participating Seller to the Prospective Buyer in the proposed Sale, an amount in cash equal to the Fair Market Value of such securities Shares as of the date such securities would have been issued in exchange for such Shares.