Common use of Certain Legal Requirements Clause in Contracts

Certain Legal Requirements. In the event the participation by any Preemptive Purchaser Offeree as a Participating Buyer would require under applicable law (i) the registration or qualification of any securities or of any person as a broker or dealer or agent with respect to such securities or (ii) the provision to any participant in the Issuance of any information other than such information as would be required under Regulation D of the Securities and Exchange Commission or similar rule then in effect in an offering made pursuant to said Regulation D solely to "accredited investors" as defined in said Regulation D, the Company shall be obligated only to use its reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit such Participating Buyer to receive such securities. Notwithstanding any provisions of this Section 9, if use of reasonable best efforts shall not have resulted in such requirements being complied with to the extent necessary to permit such Participating Buyer to receive such securities, the Company may exclude such Participating Buyer from participation in the Issuance. The obligation of the Company to use reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit a Participating Buyer to receive such securities shall be conditioned on such Participating Buyer executing such documents and instruments, and taking such other actions (including without limitation, if required by the Company on advice of its counsel, agreeing to be represented during the course of such transaction by a "purchaser representative" (as defined in Regulation D) in connection with evaluating the merits and risks of the prospective investment and acknowledging that he was so represented), as the Company shall reasonably request in order to permit such requirements to have been complied with. Each Participating Buyer agrees to take such actions as the Company shall reasonably request in order to permit such requirements to have been complied with.

Certain Legal Requirements. In the event the participation consideration to be paid in exchange for Securities in the proposed Sale pursuant to Section 7.1 includes any securities and the receipt thereof by any Preemptive Purchaser Offeree Investor as a Participating Buyer Seller would require under applicable law (i) the registration or qualification of any such securities or of any person as a broker or dealer or agent with respect to such securities or (ii) the provision to any participant in the Issuance Sale of any information other than such information as would be required under Regulation D of the Securities and Exchange Commission or similar rule then in effect in an offering made pursuant to said Regulation D solely to "accredited investors" as defined in said Regulation D, the Company Proposed Xxxx Seller shall be obligated only to use its reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit such Participating Buyer Seller to receive such securities. Notwithstanding any provisions of this Section 97, if use of reasonable best efforts shall not have resulted in such requirements being complied with to the extent necessary to permit such Participating Buyer Seller to receive such securities, the Company may exclude Proposed Xxxx Seller shall cause to be paid to such Participating Seller in lieu thereof, against surrender of the Securities (in accordance with Section 7.4 hereof) which would have otherwise been Sold by such Participating Seller to the Proposed Buyer from participation in the IssuanceSale, an amount in cash equal to the Fair Market Value of the securities which such Participating Seller would otherwise receive. The obligation of the Company Proposed Xxxx Seller to use reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit a Participating Buyer Seller to receive such securities shall be conditioned on such Participating Buyer Seller executing such documents and instruments, and taking such other actions (including without limitation, if required by the Company Proposed Xxxx Seller on advice of its counsel, agreeing to be represented during the course of such transaction by a "purchaser representative" (as defined in Regulation D) in connection with evaluating the merits and risks of the prospective investment and acknowledging that he was so represented), as the Company Proposed Xxxx Seller shall reasonably request in order to permit such requirements to have been complied with. Each Participating Buyer Seller agrees to take such actions as the Company Proposed Xxxx Seller shall reasonably request in order to permit such requirements to have been complied with, and no Participating Seller shall have the right to require that such Participating Seller receive cash in lieu of securities on grounds that such requirements have not been complied with.

Certain Legal Requirements. In the event the participation consideration to be paid in exchange for Management Shares in a proposed Sale pursuant to Section 3.1 or 3.2 includes any securities, and the receipt thereof by any Preemptive Purchaser Offeree as a Participating Buyer Seller would require under applicable law (ia) the registration or qualification of any such securities or of any person as a broker or dealer or agent with respect to such securities or (iib) the provision to any participant in the Issuance Tag Along Seller or Drag Along Seller of any information other than such information as a prudent issuer would be required under Regulation D of the Securities and Exchange Commission or similar rule then in effect furnish to investors in an offering made pursuant to said Regulation D solely to "“accredited investors" as defined in said Regulation D”, the Company Prospective Selling Group shall be obligated only to use its their reasonable best efforts to cause such the requirements under Regulation D to have been be complied with to the extent necessary to permit such Participating Buyer Seller to receive such securities, it being understood and agreed that the Prospective Selling Group shall not be under any obligation to effect a registration of such securities under the Securities Act or similar statutes. Notwithstanding any provisions of this Section 93, if use of reasonable best efforts shall does not have resulted result in such the requirements under Regulation D being complied with to the extent necessary to permit such Participating Buyer Seller to receive such securities, the Company may exclude Prospective Selling Group shall cause to be paid to such Participating Seller in lieu thereof, against surrender of the Management Shares (in accordance with Section 3.3.6 hereof) which would have otherwise been Sold by such Participating Seller to the Prospective Buyer from participation in the IssuanceSale, an amount in cash equal to the Fair Market Value of such Management Shares as of the date of the issuance of securities in exchange for Shares. The obligation of the Company Prospective Selling Group to use reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit a Participating Buyer Seller to receive such securities shall be conditioned on such Participating Buyer Seller executing such documents and instruments, and taking such other actions (including without limitation, limitation if required by the Company on advice of its counselProspective Selling Group, agreeing to be represented during the course of such transaction by a "“purchaser representative" ” (as defined in Regulation D) in connection with evaluating the merits and risks of the prospective investment and acknowledging that he was so represented), as the Company Prospective Selling Group shall reasonably request in order to permit such requirements to have been be complied with. Each Unless the Participating Buyer agrees to take such Seller in question shall have taken all actions as reasonably requested by the Company shall reasonably request Prospective Selling Investors in order to permit comply with the requirements under Regulation D, such requirements Participating Seller shall not have the right to have been complied withrequire the payment of cash in lieu of securities under this Section 3.3.1.

Certain Legal Requirements. In the event the participation consideration to be paid in exchange for Franchisee Shares in a proposed Sale pursuant to Section 3.1 or 3.2 includes any securities, and the receipt thereof by any Preemptive Purchaser Offeree as a Participating Buyer Seller would require under applicable law (ia) the registration or qualification of any such securities or of any person as a broker or dealer or agent with respect to such securities or (iib) the provision to any participant in the Issuance Tag Along Seller or Drag Along Seller of any information other than such information as a prudent issuer would be required under Regulation D of the Securities and Exchange Commission or similar rule then in effect furnish to investors in an offering made pursuant to said Regulation D solely to "“accredited investors" as defined in said Regulation D”, the Company Prospective Selling Group shall be obligated only to use its their reasonable best efforts to cause such the requirements under Regulation D to have been be complied with to the extent necessary to permit such Participating Buyer Seller to receive such securities, it being understood and agreed that the Prospective Selling Group shall not be under any obligation to effect a registration of such securities under the Securities Act or similar statutes. Notwithstanding any provisions of this Section 93, if use of reasonable best efforts shall does not have resulted result in such the requirements under Regulation D being complied with to the extent necessary to permit such Participating Buyer Seller to receive such securities, the Company may exclude Prospective Selling Group shall cause to be paid to such Participating Seller in lieu thereof, against surrender of the Franchisee Shares (in accordance with Section 3.3.6 hereof) which would have otherwise been Sold by such Participating Seller to the Prospective Buyer from participation in the IssuanceSale, an amount in cash equal to the Fair Market Value of such Franchisee Shares as of the date of the issuance of securities in exchange for Shares. The obligation of the Company Prospective Selling Group to use reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit a Participating Buyer Seller to receive such securities shall be conditioned on such Participating Buyer Seller executing such documents and instruments, and taking such other actions (including without limitation, limitation if required by the Company on advice of its counselProspective Selling Group, agreeing to be represented during the course of such transaction by a "“purchaser representative" ” (as defined in Regulation D) in connection with evaluating the merits and risks of the prospective investment and acknowledging that he was so represented), as the Company Prospective Selling Group shall reasonably request in order to permit such requirements to have been be complied with. Each Unless the Participating Buyer agrees to take such Seller in question shall have taken all actions as reasonably requested by the Company shall reasonably request Prospective Selling Investors in order to permit comply with the requirements under Regulation D, such requirements Participating Seller shall not have the right to have been complied withrequire the payment of cash in lieu of securities under this Section 3.3.1.

Certain Legal Requirements. In the event the participation consideration to be paid in exchange for Securities in the proposed Sale pursuant to Section 6.1 includes any securities and the receipt thereof by any Preemptive Purchaser Offeree Investor as a Participating Buyer Seller would require under applicable law (i) the registration or qualification of any such securities or of any person as a broker or dealer or agent with respect to such securities or (ii) the provision to any participant in the Issuance Sale of any information other than such information as would be required under Regulation D of the Securities and Exchange Commission or similar rule then in effect in an offering made pursuant to said Regulation D solely to "accredited investors" as defined in said Regulation D, the Company Proposed Xxxx Seller shall be obligated only to use its reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit such Participating Buyer Seller to receive such securities. Notwithstanding any provisions of this Section 96, if use of reasonable best efforts shall not have resulted in such requirements being complied with to the extent necessary to permit such Participating Buyer Seller to receive such securities, the Company may exclude Proposed Xxxx Seller shall cause to be paid to such Participating Seller in lieu thereof, against surrender of the Securities (in accordance with Section 6.4 hereof) which would have otherwise been Sold by such Participating Seller to the Proposed Buyer from participation in the IssuanceSale, an amount in cash equal to the Fair Market Value of the securities which such Participating Seller would otherwise receive. The obligation of the Company Proposed Xxxx Seller to use reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit a Participating Buyer Seller to receive such securities shall be conditioned on such Participating Buyer Seller executing such documents and instruments, and taking such other actions (including without limitation, if required by the Company Proposed Xxxx Seller on advice of its counsel, agreeing to be represented during the course of such transaction by a "purchaser representative" (as defined in Regulation D) in connection with evaluating the merits and risks of the prospective investment and acknowledging that he was so represented), as the Company Proposed Xxxx Seller shall reasonably request in order to permit such requirements to have been complied with. Each Participating Buyer Seller agrees to take such actions as the Company Proposed Xxxx Seller shall reasonably request in order to permit such requirements to have been complied with, and no Participating Seller shall have the right to require that such Participating Seller receive cash in lieu of securities on grounds that such requirements have not been complied with.

Certain Legal Requirements. In the event the participation by any Preemptive Junior Management Investor as an Exercising Purchaser Offeree as a Participating Buyer would require under applicable law (i) the registration or qualification of any securities or of any person as a broker or dealer or agent with respect to such securities or (ii) the provision to any participant in the Issuance transaction of any information other than such information as would be required under Regulation D of the Securities and Exchange Commission or similar rule then in effect in an offering made pursuant to said Regulation D solely to "accredited investors" as defined in said Regulation D, the Company Option-Eligible Share Sellers shall be obligated only to use its their reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit such Participating Buyer Exercising Purchaser to receive such securities. Notwithstanding any provisions of this Section 95.1.4, if use of reasonable best efforts shall not have resulted in such requirements being complied with to the extent necessary to permit such Participating Buyer Exercising Purchaser to receive such securities, the Company Option-Eligible Share Sellers may exclude such Participating Buyer Exercising Purchaser from participation in the Issuancetransaction. The obligation of the Company Option- Eligible Share Sellers to use reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit a Participating Buyer an Exercising Purchaser to receive such securities shall be conditioned on such Participating Buyer Exercising Purchaser executing such documents and instruments, and taking such other actions (including without limitation, if required by the Company Option-Eligible Share Sellers on advice of its their counsel, agreeing to be represented during the course of such transaction by a "purchaser representative" (as defined in Regulation D) in connection with evaluating the merits and risks of the prospective investment and acknowledging that he was so represented), as the Company Option- Eligible Share Sellers shall reasonably request in order to permit such requirements to have been complied with. Each Participating Buyer Exercising Purchaser agrees to take such actions as the Company Option- Eligible Share Sellers shall reasonably request in order to permit such requirements to have been complied with.

Certain Legal Requirements. In the event the participation consideration to be paid in exchange for Shares in the proposed Sale pursuant to Section 3.1 includes any securities and the receipt thereof by any Preemptive Purchaser Offeree a holder of Shares as a Participating Buyer Seller would require under applicable law (i) the registration or qualification of any such securities or of any person as a broker or dealer or agent with respect to such securities or (ii) the provision to any participant in the Issuance Sale of any information other than such information as would be required under Regulation D of the Securities and Exchange Commission or similar rule then in effect in an offering made pursuant to said Regulation D solely to "accredited investors" as defined in said Regulation D, the Company Majority Investors or Prospective Subscribers, respectively, shall be obligated only to use its their reasonable best efforts to cause such the requirements under Regulation D to have been be complied with to the extent necessary to permit such Participating Buyer Seller to receive such securities, it being understood and agreed that the Majority Investors shall not be under any obligation to effect a registration of such securities under the Securities Act or similar state statutes. Notwithstanding any provisions of this Section 93, if use of reasonable best efforts shall does not have resulted result in such the requirements under Regulation D being complied with to the extent necessary to permit such Participating Buyer Seller to receive such securities, the Company may exclude Majority Investor or Prospective Subscribers, respectively, shall cause to be paid to such Participating Seller in lieu thereof, against surrender of the Shares (in accordance with Section 3.3.5 hereof) which would have otherwise been sold by such Participating Seller to the Prospective Buyer from participation in the IssuanceSale, an amount in cash equal to the Equivalent Value of the securities which such Participating Seller would otherwise receive as of the date of the issuance of such securities in exchange for Shares. The obligation of the Company Majority Investor or Prospective Subscribers, respectively, to use reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit a Participating Buyer Seller to receive such securities shall be conditioned on such Participating Buyer Seller executing such documents and instruments, and taking such other actions (including including, without limitation, if required by the Company on advice of its counselMajority Investor, to the extent that the Participating Seller is not an accredited investor, agreeing to be represented during the course of such transaction by a "purchaser representative" (as defined in Regulation D) in connection with evaluating the merits and risks of the prospective investment and acknowledging that he was so represented), as the Company Majority Investor or Prospective Subscribers, respectively, shall reasonably request in order to permit such requirements to have been be complied with. Each Unless the Participating Buyer agrees to take such Seller in question shall have taken all actions as reasonably requested by the Company shall reasonably request Majority Investor or Prospective Subscribers, respectively, in order to permit such comply with the requirements under Regulation D, no Participating Seller shall have the right to have been complied withrequire the payment of cash in lieu of securities under this Section 3.3.1.

Certain Legal Requirements. In the event the participation consideration to be paid in exchange for Units in the proposed Sale pursuant to Section 9.9 includes any securities and the receipt thereof by any Preemptive Purchaser Offeree as a Participating Buyer Seller would require under applicable law (i) the registration or qualification of any such securities or of any person as a broker or dealer or agent with respect to such securities securities, or (ii) the provision to any participant in the Issuance Sale of any information other than such information as would be required under Regulation D of the Securities and Exchange Commission or similar rule then in effect in an offering made pursuant to said Regulation D solely to "accredited investors" as defined in said Regulation D, the Company Proposed Seller shall be obligated only to use its reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit such Participating Buyer Seller to receive such securities. Notwithstanding any provisions of this Section 99.9, if use of reasonable best be st efforts shall not have resulted in such requirements being complied with to the extent necessary to permit such Participating Buyer Seller to receive such securities, the Company may exclude Proposed Seller shall cause to be paid to such Participating Seller in lieu thereof, against surrender of the Units (in accordance with Section 9.9.4 hereof) which would have otherwise been sold in such Sale by such Participating Seller to the Proposed Buyer from participation in the IssuanceSale, an amount in cash equal to the Fair Market Value of the securities which such Participating Seller would otherwise receive. The obligation of the Company Proposed Seller to use reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit a Participating Buyer Seller to receive such securities shall be conditioned on such Participating Buyer Seller executing such documents and instruments, and taking such other actions (including without limitation, if required by the Company Proposed Seller on advice of its counsel, agreeing to be represented during the course of such transaction by a "purchaser representative" (as defined in Regulation D) in connection with evaluating the merits and risks of the prospective investment and acknowledging that he was so represented), as the Company Proposed Seller shall reasonably request in order to permit such requirements to have been complied with. Each Participating Buyer Seller agrees to take such actions as the Company Proposed Seller shall reasonably request in order to permit such requirements to have been complied with, and no Participating Seller shall have the right to require that such Participating Seller receive cash in lieu of securities on grounds that such requirements have not been complied with.

Certain Legal Requirements. In the event the participation by any Preemptive Purchaser Offeree as a Participating Buyer would require under applicable law (i) the registration or qualification of any securities or of any person as a broker or dealer or agent with respect to such securities or (ii) the provision to any participant in the Issuance of any information other than such information as would be required under Regulation D of the Securities and Exchange Commission or similar rule then in effect in an offering made pursuant to said Regulation D solely to "accredited investors" as defined in said Regulation D, the Company shall be obligated only to use its all commercially reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit such Participating Buyer to receive such securities. Notwithstanding any provisions of this Section 98, if use of all commercially reasonable best efforts shall not have resulted in such requirements being complied with to the extent necessary to permit such Participating Buyer to receive such securities, the Company may exclude such Participating Buyer from participation in the Issuance. The obligation of the Company to use reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit a Participating Buyer to receive such securities shall be conditioned on such Participating Buyer executing such documents and instruments, and taking such other actions (including without limitation, if required by the Company on advice of its counsel, agreeing to be represented during the course of such transaction by a "purchaser representative" (as defined in Regulation D) in connection with evaluating the merits and risks of the prospective investment and acknowledging that he was so represented), as the Company shall reasonably request in order to permit such requirements to have been complied with. Each Participating Buyer agrees to take such actions as the Company shall reasonably request in order to permit such requirements to have been complied with.

Certain Legal Requirements. In the event that the -------------------------- participation in the Issuance by any Preemptive Purchaser Offeree a holder of Shares as a Participating Buyer would require under applicable law (ia) the registration or qualification of any such securities or of any person as a broker or dealer or agent with respect to such securities or (iib) the provision to any participant in the Issuance Sale of any information other than such information as a prudent issuer would be required under Regulation D of the Securities and Exchange Commission or similar rule then in effect furnish to investors in an offering made pursuant to said Regulation D solely to "accredited investors" as defined in said Regulation D", the Company shall be obligated only to use its reasonable best efforts to cause such the requirements under Regulation D to have been complied with to the extent necessary to permit such Participating Buyer to receive such securities. Notwithstanding any provisions of this Section 9, if use of reasonable best efforts shall not have resulted in such requirements being be complied with to the extent necessary to permit such Participating Buyer to receive such securities, it being understood and agreed that the Company may exclude shall not be under any obligation to effect a registration of such Participating Buyer from participation securities under the Securities Act or similar state statutes. Notwithstanding any provision of this Section 10, if the use of reasonable efforts shall not result in such requirements being complied with to the extent necessary to permit such holder of Shares to participate in the Issuance, such holder shall not be entitled to participate in the Issuance. The obligation of the Company to use reasonable best efforts to cause such requirements to have been be complied with to the extent necessary to permit a Participating Buyer holder of Shares to receive such securities participate in the Issuance shall be conditioned on upon such Participating Buyer holder of Shares executing such documents and instruments, and taking such other actions (including without limitation, limitation if required by the Company on advice of its counselCompany, agreeing to be represented during the course of such transaction by a "purchaser representative" (as defined in Regulation D) in connection with evaluating the merits and risks of the prospective investment and acknowledging that he was so represented), as the Company shall reasonably request in order to permit such requirements to have been complied with. Each Participating Buyer agrees to take such Unless the holder of Shares in question shall have taken all actions as reasonably requested by the Company shall reasonably request in connection with the Issuance in order to permit comply with the requirements under Regulation D, such requirements holder shall not have the right to have been complied withparticipate in the Issuance.

Certain Legal Requirements. In the event the participation consideration to be -------------------------- paid in exchange for Shares in the proposed Sale pursuant to Section 3.1 or Section 3.2 includes any securities and the receipt thereof by any Preemptive Purchaser Offeree as a Participating Buyer Seller that is not an "accredited investor" as defined in Regulation D (a "Non-Accredited Seller") would require under applicable law either (i) the registration or qualification of any such securities or of any person as a broker or dealer or agent with respect to such securities or (ii) the provision to any participant in the Issuance Sale of any information other than such information as would be required under Regulation D of the Securities and Exchange Commission or similar rule then in effect in an offering made pursuant to said Regulation D solely to "accredited investors" as defined in said Regulation D, the Company Prospective Sponsor Sellers shall be obligated only to use its their reasonable best efforts to cause such the requirements under Regulation D to have been be complied with to the extent necessary to permit such Participating Buyer Non-Accredited Seller to receive such securities, but shall not have any obligation to effect a registration of such securities under the Securities Act or similar state statutes. Notwithstanding any provisions of this Section 9, if If use of reasonable best efforts shall would not have resulted result in such -8- Omega Holdings, Inc. Stockholders Agreement -------------------------------------------------------------------------------- the applicable requirements being complied with to the extent necessary to permit such Participating Buyer Non-Accredited Seller to receive such securities, the Company may Prospective Sponsor Sellers may, at the option of Prospective Sponsor Sellers holding a majority of the Shares held by the Prospective Sponsor Sellers, either: (i) cause to be paid to such Non-Accredited Seller in lieu thereof, against surrender of the Shares (in accordance with Section 3.3.4 hereof) which would have otherwise been sold by such Non-Accredited Seller to the Prospective Buyer in the Sale, an amount in cash equal to the Fair Market Value of the securities which such Non-Accredited Seller would otherwise receive as of the date of the issuance of such securities in exchange for Shares, or (ii) elect to exclude such Participating Buyer Non-Accredited Seller from participation the Sale, in which event the IssuanceProspective Sponsor Sellers shall have no obligation to such Non-Accredited Seller, except that in connection with a proposed Sale pursuant to Section ------ 3.1, any Non-Accredited Seller may elect to be excluded from the Sale pursuant to clause (ii) rather than receiving cash pursuant to clause (i). The obligation of the Company Prospective Sponsor Sellers to use reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit a Participating Buyer Non-Accredited Seller to receive such securities shall be conditioned on such Participating Buyer Non-Accredited Seller executing such documents and instruments, and taking such other actions (including including, without limitation, if required by the Company on advice of its counselProspective Sponsor Sellers, agreeing to be represented during the course of such transaction by a "purchaser representative" (as defined in Regulation D) in connection with evaluating the merits and risks of the prospective investment and acknowledging that he was so represented), as the Company Prospective Sponsor Sellers shall reasonably request in order to permit such requirements to have been be complied with. Each Participating Buyer Seller agrees to take such actions as the Company Prospective Sponsor Sellers shall reasonably request in order to permit such requirements to be complied with, and no Participating Seller shall have the right to require that such Participating Seller receive cash in lieu of securities on grounds that such requirements have not been complied with.

Certain Legal Requirements. In the event the participation consideration to be paid in exchange for Securities in the proposed Sale pursuant to Section 9.8.1 includes any securities and the receipt thereof by any Preemptive Purchaser Offeree Member as a Participating Buyer Seller would require under applicable law (i) the registration or qualification of any such securities or of any person as a broker or dealer or agent with respect to such securities or (ii) the provision to any participant in the Issuance Sale of any information other than such information as would be required under Regulation D of the Securities and Exchange Commission or similar rule rules then in effect in an offering made pursuant to said Regulation D solely to "accredited investors" as defined in said Regulation D, the Company Initiating Sellers shall be obligated only to use its their reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit such Participating Buyer Seller to receive such securities. Notwithstanding any provisions of this Section 9. 8, if use of reasonable best efforts shall not have resulted in such requirements being complied with to the extent necessary to permit such Participating Buyer Seller to receive such securities, the Company may exclude Initiating Sellers shall cause to be paid to the Participating Seller in lieu thereof, against surrender of the Units (in accordance with Section 9.8.4 hereof) which would have otherwise been sold by such Participating Seller to the Proposed Buyer from participation in the IssuanceSale, an amount in cash equal to the Fair Market Value of the securities each such Participating Seller would otherwise receive. The obligation of the Company Initiating Sellers to use reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit a Participating Buyer Seller to receive such securities shall be conditioned on such Participating Buyer Seller executing such documents and instruments, and taking such other actions (including without limitation, if required by the Company Initiating Sellers on advice of its their counsel, agreeing to be represented during the course of such transaction by a "purchaser representative" (as defined in Regulation D) in connection with evaluating the merits and risks of the prospective investment and acknowledging that he was so represented), as the Company Initiating Sellers shall reasonably request in order to permit such requirements to have been complied with. Each Participating Buyer Seller agrees to take such actions as the Company Initiating Sellers shall reasonably request in order to permit such requirements to have been complied with, and no Participating Seller shall have the right to require that such Participating Seller receive cash in lieu of securities on the grounds that such requirements have not been complied with.

Certain Legal Requirements. In the event the participation by -------------------------- any Preemptive Participating Purchaser Offeree that is not an "accredited investor" as defined in Regulation D (a "Non-Accredited Buyer") as a Participating Buyer would require under applicable law (i) the registration or qualification of any securities or of any person as a broker or dealer or agent with respect to such securities or (ii) the provision to any participant in the Issuance of any information other than such information as would be required under Regulation D of the Securities and Exchange Commission or similar rule then in effect in an offering made pursuant to said Regulation D solely to "accredited investors" as defined in said Regulation D, the Company shall be obligated only to use its reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit such Participating Non-Accredited Buyer to receive such securities. Notwithstanding any provisions of this Section 97, if use of reasonable best efforts shall not have resulted in such requirements being complied with to the extent necessary to permit such Participating Non-Accredited Buyer to receive such securities, the Company may exclude any such Participating Non-Accredited Buyer from participation in the Issuance. The obligation of the Company to use reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit a Participating Non-Accredited Buyer to receive such securities shall be conditioned on such Participating Non-Accredited Buyer executing such documents and instruments, and taking such other actions (including without limitation, if required by the Company on advice of its counsel, agreeing to be represented during the course of such transaction by a "purchaser representative" (as defined in Regulation D) in connection with evaluating the merits and risks of the prospective investment and acknowledging that he was so represented), as the Company shall reasonably request in order to permit such requirements to have been complied with. Each Participating Buyer agrees to take such actions as the Company shall reasonably request in order to permit such requirements to have been complied with.

Certain Legal Requirements. In the event the participation by -------------------------- any Preemptive Purchaser Offeree as a Participating Buyer would require under applicable law (i) the registration or qualification of any securities or of any person as a broker or dealer or agent with respect to such securities or (ii) the provision to any participant in the Issuance of any information other than such information as would be required under Regulation D of the Securities and Exchange Commission or similar rule then in effect in an offering made pursuant to said Regulation D solely to "accredited investors" as defined in said Regulation D, the Company shall be obligated only to use its reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit such Participating Buyer to receive such securities. Notwithstanding any provisions of this Section 98, if use of reasonable best efforts shall not have resulted in such requirements being complied with to the extent necessary to permit such Participating Buyer to receive such securities, the Company may exclude such Participating Buyer from participation in the Issuance. The obligation of the Company to use reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit a Participating Buyer to receive such securities shall be conditioned on such Participating Buyer executing such documents and instruments, and taking such other actions (including without limitation, if required by the Company on advice of its counsel, agreeing to be represented during the course of such transaction by a "purchaser representative" (as defined in Regulation D) in connection with evaluating the merits and risks of the prospective investment and acknowledging that he was so represented), as the Company shall reasonably request in order to permit such requirements to have been complied with. Each Participating Buyer agrees to take such actions as the Company shall reasonably request in order to permit such requirements to have been complied with.. The foregoing provisions of this Section 8.1.4 shall not apply to any Investor who is an "accredited investor" as defined in said Regulation D.

Certain Legal Requirements. In the event the participation consideration to be paid in exchange for Shares in a proposed Sale pursuant to Section 3 includes any securities, and the receipt thereof by any Preemptive Purchaser Offeree as a Participating Buyer Seller would require under applicable law (i) the registration or qualification of any such securities or of any person as a broker or dealer or agent with respect to such securities or (ii) the provision to any participant in the Issuance Tag Along Seller or Drag Along Seller of any information other than such information as would be required under Regulation D of the Securities and Exchange Commission or similar rule then in effect in an offering made pursuant to said Regulation D solely to "accredited investors" as defined in said Regulation D, the Company Prospective Selling Shareholders shall be obligated only to use its their reasonable best efforts to cause such the requirements under Regulation D to have been be complied with to the extent necessary to permit such Participating Buyer Seller to receive such securities, it being understood and agreed that the Prospective Selling Shareholders shall not be under any obligation to effect a registration of such securities Execution Copy under the Securities Act or similar statutes. Notwithstanding any provisions of this Section 93, if use of reasonable best efforts shall does not have resulted result in such the requirements under Regulation D being complied with to the extent necessary to permit such Participating Buyer Seller to receive such securities, the Company may exclude Prospective Selling Shareholders shall cause to be paid to such Participating Seller in lieu thereof, against surrender of the Shares (in accordance with Section 3.3.5) which would have otherwise been Sold by such Participating Seller to the Prospective Buyer from participation in the IssuanceSale, an amount in cash equal to the Fair Market Value of such Shares as of the date of the issuance of securities in exchange for Shares. The obligation of the Company Prospective Selling Shareholders to use reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit a Participating Buyer Seller to receive such securities shall be conditioned on such Participating Buyer Seller executing such documents and instruments, and taking such other actions (including including, without limitation, if required by the Company on advice of its counselProspective Selling Shareholders, agreeing to be represented during the course of such transaction by a "purchaser representative" (as defined in Regulation D) in connection with evaluating the merits and risks of the prospective investment and acknowledging that he was so represented), as the Company Prospective Selling Shareholders shall reasonably request in order to permit such requirements to have been be complied with. Each Unless the Participating Buyer agrees to take such Seller in question shall have taken all actions as reasonably requested by the Company shall reasonably request Prospective Selling Shareholders in order to permit comply with the requirements under Regulation D, such requirements Participating Seller shall not have the right to have been complied withrequire the payment of cash in lieu of securities under this Section 3.3.1.

Certain Legal Requirements. In the event the participation consideration to be -------------------------- paid in exchange for Shares in the proposed Sale pursuant to Section 6.1 includes any securities and the receipt thereof by any Preemptive Purchaser Offeree Stockholder as a Participating Buyer Seller would require under applicable law (i) the registration or qualification of any such securities or of any person as a broker or dealer or agent with respect to such securities or (ii) the provision to any participant in the Issuance Sale of any information other than such information as would be required under Regulation D of the Securities and Exchange Commission or similar rule then in effect in an offering made pursuant to said Regulation D solely to "accredited investors" as defined in said Regulation D, the Company Proposed Bain Investor Seller may, but shall not be obligated only to, cause to use its reasonable best efforts be paid to cause such requirements to Participating Seller in lieu of such Securities, against surrender of the Shares, Warrants and Options (in accordance with Section 6.4 hereof) which would have otherwise been complied with Sold by such Participating Seller to the extent necessary Proposed Buyer in the Sale, an amount in cash equal to permit the fair market value of the securities which such Participating Buyer to receive such securitiesSeller would otherwise receive, as determined in good faith by the Board. Notwithstanding any provisions of this Section 9, if use of reasonable best efforts shall not have resulted in such requirements being complied with to Any attempt by the extent necessary to permit such Participating Buyer to receive such securities, the Company may exclude such Participating Buyer from participation in the Issuance. The obligation of the Company to use reasonable best efforts to cause such requirements to have been complied with to the extent necessary Proposed Bain Investor Seller to permit a Participating Buyer Seller to receive such securities shall may be conditioned on such Participating Buyer Seller executing such documents and instruments, and taking such other actions (including without limitation, if required by the Company on advice of its counselProposed Bain Investor Seller, agreeing to be represented during the course of such transaction by a "purchaser representative" (as defined in Regulation D) in connection with evaluating the merits and risks of the prospective investment and acknowledging that he was so represented), as the Company Proposed Bain Investor Seller shall reasonably request in order to permit such requirements to have been complied with. Each Participating Buyer agrees to take such actions as the Company shall reasonably request in order to permit such legal requirements to have been complied with.

Certain Legal Requirements. In the event the participation consideration to be paid -------------------------- in exchange for Securities in the proposed Sale pursuant to Section 6.1 includes any securities and the receipt thereof by any Preemptive Purchaser Offeree Investor as a Participating Buyer Seller would require under applicable law (i) the registration or qualification of any such securities or of any person as a broker or dealer or agent with respect to such securities or (ii) the provision to any participant in the Issuance Sale of any information other than such information as would be required under Regulation D of the Securities and Exchange Commission or similar rule then in effect in an offering made pursuant to said Regulation D solely to "accredited investors" as defined in said Regulation D, the Company Proposed Fund Seller shall be obligated only to use its reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit such Participating Buyer Seller to receive such securities. Notwithstanding any provisions of this Section 96, if use of reasonable best such efforts shall not have resulted in such requirements being complied with to the extent necessary to permit such Participating Buyer Seller to receive such securities, the Company may exclude Proposed Fund Seller shall cause to be paid to such Participating Seller in lieu thereof, against surrender of the Securities (in accordance with Section 6.4 hereof) which would have otherwise been Sold by such Participating Seller to the Proposed Buyer from participation in the IssuanceSale, an amount in cash equal to the Fair Market Value of the securities which such Participating Seller would otherwise receive. The obligation of the Company Proposed Fund Seller to use reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit a Participating Buyer Seller to receive such securities shall be conditioned on such Participating Buyer Seller executing such documents and instruments, and taking such other actions (including without limitation, if required by the Company Proposed Fund Seller on advice of its counsel, agreeing to be represented during the course of such transaction by a "purchaser representative" (as defined in said Regulation D) in connection with evaluating the merits and risks of the prospective investment and acknowledging that he was so represented), as the Company Proposed Fund Seller shall reasonably request in order to permit such requirements to have been complied with. Each Participating Buyer Seller agrees to take such actions as the Company Proposed Fund Seller shall reasonably request in order to permit such requirements to have been complied with., and no Participating Seller shall have the right to require that such Participating Seller receive cash in lieu of securities on grounds that such requirements have not been complied with. The foregoing provisions of this Section 6.2 shall not apply to any Investor who is an "accredited investor" as defined in said Regulation D.

Certain Legal Requirements. In the event the participation consideration to be paid in exchange for shares of Common Stock in the proposed Transfer pursuant to Section 2.3 or Section 2.6 includes any securities and the receipt thereof by any Preemptive Purchaser Offeree a holder of Common Stock as a Participating Buyer Tag-Along Stockholder or pursuant to an Approved Sale (collectively, the "Participating Sellers") would require under applicable law either (i) the registration or qualification of any such securities or of any person as a broker or dealer or agent with respect to such securities or (ii) the provision to any participant in the Issuance Transfer of any information other than such information as would be required under Regulation D of the Securities and Exchange Commission or similar rule then in effect in an offering made pursuant to said Regulation D solely to "accredited investors" as defined in said Regulation D, the Company Seller shall be obligated only to use its reasonable best efforts to cause such the requirements under Regulation D to have been be complied with to the extent necessary to permit such Participating Buyer Seller to receive such securities, but shall not have any obligation to effect a registration of such securities under the Securities Act or similar state statutes. Notwithstanding any provisions of this Section 9, if If use of reasonable best efforts shall would not have resulted result in such the applicable requirements being complied with to the extent necessary to permit such Participating Buyer Seller to receive such securities, the Company Seller may exclude cause to be paid to such Participating Buyer from participation Seller in lieu thereof, against surrender of the shares of Common Stock which would have otherwise been sold by such Participating Seller to the proposed buyers under Section 2.3 or Section 2.6 (collectively, the "Proposed Buyers") in the IssuanceTransfer, an amount in cash equal to the fair market value of the securities which such Participating Seller would otherwise receive as of the date of the issuance of such, securities in exchange for shares of Common Stock (as determined by the Board of Directors (including the affirmative vote of a member of the Board of Directors appointed pursuant to Section 5.2.3, if any)), except that in connection with a proposed Transfer pursuant to Section 2.3, any Participating Seller may elect to be excluded from the Transfer rather than receiving cash pursuant to this Section 2.8. The obligation of the Company Seller to use reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit a Participating Buyer Seller to receive such securities shall be conditioned on such Participating Buyer Seller executing such documents and instruments, and taking such other actions (including including, without limitation, if required by the Company on advice of its counselSeller, agreeing to be represented during the course of such transaction by a "purchaser representative" (as defined in Regulation D) in connection with evaluating the merits and risks of the prospective investment and acknowledging that he was so represented), as the Company Seller shall reasonably request in order to permit such requirements to have been be complied with. Each Participating Buyer Seller agrees to take such actions as the Company Seller shall reasonably request in order to permit such requirements to be complied with, and no Participating Seller shall have the right to require that such Participating Seller receive cash in lieu of securities if such requirements have not been complied withwith by such Participating Seller.

Certain Legal Requirements. In the event the participation consideration to be -------------------------- paid in exchange for Securities in the proposed Sale pursuant to Section 5.1 includes any securities and the receipt thereof by any Preemptive Purchaser Offeree Investor as a Participating Buyer Seller would require under applicable law (i) the registration or qualification of any such securities or of any person as a broker or dealer or agent with respect to such securities or (ii) the provision to any participant in the Issuance Sale of any information other than such information as would be required under Regulation D of the Securities and Exchange Commission or similar rule then in effect in an offering made pursuant to said Regulation D solely to "accredited investors" as defined in said Regulation D, the Company Proposed Fund Seller shall be obligated only to use its reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit such Participating Buyer Seller to receive such securities. Notwithstanding any provisions of this Section 95, if use of reasonable best such efforts shall not have resulted in such requirements being complied with to the extent necessary to permit such Participating Buyer Seller to receive such securities, the Company may exclude Proposed Fund Seller shall cause to be paid to such Participating Seller in lieu thereof, against surrender of the Securities (in accordance with Section 5.4 hereof) which would have otherwise been Sold by such Participating Seller to the Proposed Buyer from participation in the IssuanceSale, an amount in cash equal to the Fair Market Value of the securities which such Participating Seller would otherwise receive. The obligation of the Company Proposed Fund Seller to use reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit a Participating Buyer Seller to receive such securities shall be conditioned on such Participating Buyer Seller executing such documents and instruments, and taking such other actions (including without limitation, if required by the Company Proposed Fund Seller on advice of its counsel, agreeing to be represented during the course of such transaction by a "purchaser representative" (as defined in said Regulation D) in connection with evaluating the merits and risks of the prospective investment and acknowledging that he was so represented), as the Company Proposed Fund Seller shall reasonably request in order to permit such requirements to have been complied with. Each Participating Buyer Seller agrees to take such actions as the Company Proposed Fund Seller shall reasonably request in order to permit such requirements to have been complied with., and no Participating Seller shall have the right to require that such Participating Seller receive cash in lieu of securities on grounds that such requirements have not been complied with. The foregoing provisions of this Section 5.2 shall not apply to any Investor who is an "accredited investor" as defined in said Regulation D.

Certain Legal Requirements. In the event that the -------------------------- participation in the Issuance by any Preemptive Purchaser Offeree a holder of Shares as a Participating Buyer would require under applicable law (i) the registration or qualification of any such securities or of any person as a broker or dealer or agent with respect to such securities or (ii) the provision to any participant in the Issuance Sale of any information other than such information as would be required under Regulation D of the Securities and Exchange Commission or similar rule then in effect in an offering made pursuant to said Regulation D solely to "accredited investors" as defined in said Regulation D, the Company shall be obligated only to use its reasonable best efforts to cause such the requirements under Regulation D to have been complied with to the extent necessary to permit such Participating Buyer to receive such securities. Notwithstanding any provisions of this Section 9, if use of reasonable best efforts shall not have resulted in such requirements being be complied with to the extent necessary to permit such Participating Buyer to receive such securities, it being understood and agreed that the Company may exclude shall not be under any obligation to effect a registration of such Participating Buyer from participation securities under the Securities Act or similar state statutes. Notwithstanding any provision of this Section 8, if the use of reasonable efforts shall not result in such requirements being complied with to the extent necessary to permit such holder of Shares to participate in the Issuance, such holder shall not be entitled to participate in the Issuance. The obligation of the Company to use reasonable best efforts to cause such requirements to have been be complied with to the extent necessary to permit a Participating Buyer holder of Shares to receive such securities participate in the Issuance shall be conditioned on upon such Participating Buyer holder of Shares executing such documents and instruments, and taking such other actions (including including, without limitation, if required by the Company on advice of its counselCompany, agreeing to be represented during the course of such transaction by a "purchaser representative" (as defined in Regulation D) in connection with evaluating the merits and risks of the prospective investment and acknowledging that he was so represented), as the Company shall reasonably request in order to permit such requirements to have been complied with. Each Participating Buyer agrees to take such actions as the Company shall reasonably request in order to permit such requirements to have been complied with.

Certain Legal Requirements. In the event the participation consideration to be paid in exchange for Securities in the proposed Sale pursuant to Section 7.1 includes any securities and the receipt thereof by any Preemptive Purchaser Offeree as a Participating Buyer Seller would require under applicable law (i) the registration or qualification of any such securities or of any person as a broker or dealer or agent with respect to such securities securities, or (ii) the provision to any participant in the Issuance Sale of any information other than such information as would be required under Regulation D of the Securities and Exchange Commission or similar rule then in effect in an offering made pursuant to said Regulation D solely to "accredited investors" as defined in said Regulation D, the Company Proposed Seller shall be obligated only to use its reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit such Participating Buyer Seller to receive such securities. Notwithstanding any provisions of this Section 97, if use of reasonable best efforts shall not have resulted in such requirements being complied with to the extent necessary to permit such Participating Buyer Seller to receive such securities, the Company may exclude Proposed Seller shall cause to be paid to such Participating Seller in lieu thereof, against surrender of the Securities (in accordance with Section 7.4 hereof) which would have otherwise been sold in such Sale by such Participating Seller to the Proposed Buyer from participation in the IssuanceSale, an amount in cash equal to the Fair Market Value of the securities which such Participating Seller would otherwise receive. The obligation of the Company Proposed Seller to use reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit a Participating Buyer Seller to receive such securities shall be conditioned on such Participating Buyer Seller executing such documents and instruments, and taking such other actions (including without limitation, if required by the Company Proposed Seller on advice of its counsel, agreeing to be represented during the course of such transaction by a "purchaser representative" (as defined in Regulation D) in connection with evaluating the merits and risks of the prospective investment and acknowledging that he was so represented), as the Company Proposed Seller shall reasonably request in order to permit such requirements to have been complied with. Each Participating Buyer Seller agrees to take such actions as the Company Proposed Seller shall reasonably request in order to permit such requirements to have been complied with, and no Participating Seller shall have the right to require that such Participating Seller receive cash in lieu of securities on grounds that such requirements have not been complied with.

Certain Legal Requirements. In the event the participation consideration to be paid in exchange for Securities in the proposed Sale pursuant to Section 6.1 includes any securities and the receipt thereof by any Preemptive Purchaser Offeree Investor as a Participating Buyer Seller would require under applicable law (i) the registration or qualification of any such securities or of any person as a broker or dealer or agent with respect to such securities securities, or (ii) the provision to any participant in the Issuance Sale of any information other than such information as would be required under Regulation D of the Securities and Exchange Commission or similar rule rules then in effect in an offering made pursuant to said Regulation D solely to "accredited investors" as defined in said Regulation D, the Company Initiating Sellers shall be obligated only to use its their reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit such Participating Buyer Seller to receive such securities. Notwithstanding any provisions of this Section 96, if use of reasonable best efforts shall not have resulted in such requirements being complied with to the extent necessary to permit such Participating Buyer Seller to receive such securities, the Company may exclude Initiating Sellers shall cause to be paid to the Participating Seller in lieu thereof, against surrender of the Securities (in accordance with Section 6.4 hereof) which would have otherwise been sold by such Participating Seller to the Proposed Buyer from participation in the IssuanceSale, an amount in cash equal to the Fair Market Value of the securities each such Participating Seller would otherwise receive. The obligation of the Company Initiating Sellers to use reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit a Participating Buyer Seller to receive such securities shall be conditioned on such Participating Buyer Seller executing such documents and instruments, and taking such other actions (including without limitation, if required by the Company Initiating Sellers on advice of its their counsel, agreeing to be represented r epresented during the course of such transaction by a "purchaser representative" (as defined in Regulation D) in connection with evaluating the merits and risks of the prospective investment and acknowledging that he was so represented), as the Company Initiating Sellers shall reasonably request in order to permit such requirements to have been complied with. Each Participating Buyer Seller agrees to take such actions as the Company Initiating Sellers shall reasonably request in order to permit such requirements to have been complied with, and no Participating Seller shall have the right to require that such Participating Seller receive cash in lieu of securities on the grounds that such requirements have not been complied with.

Certain Legal Requirements. In the event the participation consideration to -------------------------- be paid in exchange for Shares in a proposed Sale pursuant to Section 4.1 or Section 4.2 includes any securities, and the receipt thereof by any Preemptive Purchaser Offeree as a Participating Buyer Seller would require under applicable law (ia) the registration or qualification of any such securities or of any person as a broker or dealer or agent with respect to such securities or (iib) the provision to any participant in the Issuance Tag Along Seller or Drag Along Seller of any information other than such information as a prudent issuer would be required under Regulation D of the Securities and Exchange Commission or similar rule then in effect furnish to investors in an offering made pursuant to said Regulation D solely to "accredited investors" as defined in said Regulation D", the Company Prospective Selling Group shall be obligated only to use its their reasonable best efforts to cause such the requirements under Regulation D to have been be complied with to the extent necessary to permit such Participating Buyer Seller to receive such securities, it being understood and agreed that the Prospective Selling Group shall not be under any obligation to effect a registration of such securities under the Securities Act or similar statutes. Notwithstanding any provisions of this Section 94, if use of reasonable best efforts shall does not have resulted result in such the requirements under Regulation D being complied with to the extent necessary to permit such Participating Buyer Seller to receive such securities, the Company may exclude Prospective Selling Group shall cause to be paid to such Participating Seller in lieu thereof, 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 from participation in the IssuanceSale, an amount in cash equal to the Fair Market Value of such Shares as of the date of the issuance of securities in exchange for Shares. The obligation of the Company Prospective Selling Group to use reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit a Participating Buyer Seller to receive such securities shall be conditioned on such Participating Buyer Seller executing such documents and instruments, and taking such other actions (including without limitation, limitation if required by the Company on advice of its counselProspective Selling Group, agreeing to be represented during the course of such transaction by a "purchaser representative" (as defined in Regulation D) in connection with evaluating the merits and risks of the prospective investment and acknowledging that he was so represented), as the Company Prospective Selling Group shall reasonably request in order to permit such requirements to have been be complied with. Each Unless the Participating Buyer agrees to take such Seller in question shall have taken all actions as reasonably requested by the Company shall reasonably request Prospective Selling Investors in order to permit comply with the requirements under Regulation D, such requirements Participating Seller shall not have the right to have been complied withrequire the payment of cash in lieu of securities under this Section 4.3.1.

Certain Legal Requirements. In the event the participation by any Preemptive Junior Management Investor as an Exercising Purchaser Offeree as a Participating Buyer would require under applicable law (i) the registration or qualification of any securities or of any person as a broker or dealer or agent with respect to such securities securities, or (ii) the provision to any participant in the Issuance transaction of any information other than such information as would be required under Regulation D of the Securities and Exchange Commission or similar rule then in effect in an offering made pursuant to said Regulation D solely to "accredited investors" as defined in said Regulation D, the Company Option-Eligible Share Sellers shall be obligated only to use its their reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit such Participating Buyer Exercising Purchaser to receive such securities. Notwithstanding any provisions of this Section 95.1.3, if use of reasonable best efforts shall not have resulted in such requirements being complied with to the extent necessary to permit such Participating Buyer Exercising Purchaser to receive such securities, the Company Option-Eligible Share Sellers may exclude such Participating Buyer Exercising Purchaser from participation in the Issuancetransaction. The obligation of the Company Option-Eligible Share Sellers to use reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit a Participating Buyer an Exercising Purchaser to receive such securities shall be conditioned on such Participating Buyer Exercising Purchaser executing such documents and instruments, and taking such other actions (including including, without limitation, if required by the Company Option-Eligible Share Sellers on advice of its their counsel, agreeing to be represented during the course of such transaction by a "purchaser representative" (as defined in Regulation D) in connection with evaluating the merits and risks of the prospective investment and acknowledging that he was so represented), as the Company Option-Eligible Share Sellers shall reasonably request in order to permit such requirements to have been complied with. Each Participating Buyer Exercising Purchaser agrees to take such actions as the Company Option-Eligible Share Sellers shall reasonably request in order to permit such requirements to have been complied with.

Certain Legal Requirements. In the event the participation consideration to -------------------------- be paid in exchange for Shares in a proposed Sale pursuant to Section 3.1 or Section 3.2 includes any securities, and the receipt thereof by any Preemptive Purchaser Offeree as a Participating Buyer Seller would require under applicable law (i) the registration or qualification of any such securities or of any person as a broker or dealer or agent with respect to such securities or (ii) the provision to any participant in the Issuance Tag Along Seller or Drag Along Seller of any information other than such information as would be required under Regulation D of the Securities and Exchange Commission or similar rule then in effect in an offering made pursuant to said Regulation D solely to "accredited investors" as defined in said Regulation D, the Company Prospective Selling Investors shall be obligated only to use its their reasonable best efforts to cause such the requirements under Regulation D to have been be complied with to the extent necessary to permit such Participating Buyer Seller to receive such securities, it being understood and agreed that the Prospective Selling Investors shall not be under any obligation to effect a registration of such securities under the Securities Act or similar statutes. Notwithstanding any provisions of this Section 93, if use of reasonable best efforts shall does not have resulted result in such the requirements under Regulation D being complied with to the extent necessary to permit such Participating Buyer Seller to receive such securities, the Company may exclude Prospective Selling Investors shall cause to be paid to such Participating Seller in lieu thereof, against surrender of the Shares (in accordance with Section 3.3.5 hereof) which would have otherwise been Sold by such Participating Seller to the Prospective Buyer from participation in the IssuanceSale, an amount in cash equal to the Fair Market Value of such Shares as of the date of the issuance of securities in exchange for Shares. The obligation of the Company Prospective Selling Investors to use reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit a Participating Buyer Seller to receive such securities shall be conditioned on such Participating Buyer Seller executing such documents and instruments, and taking such other actions (including including, without limitation, if required by the Company on advice of its counselProspective Selling Investors, agreeing to be represented during the course of such transaction by a "purchaser representative" (as defined in Regulation D) in connection with evaluating the merits and risks of the prospective investment and acknowledging that he was so represented), as the Company Prospective Selling Investors shall reasonably request in order to permit such requirements to have been be complied with. Each Unless the Participating Buyer agrees to take such Seller in question shall have taken all actions as reasonably requested by the Company shall reasonably request Prospective Selling Investors in order to permit comply with the requirements under Regulation D, such requirements Participating Seller shall have the right to have been complied withrequire the payment of cash in lieu of securities under this Section 3.3.1.

Certain Legal Requirements. In the event the participation by any Preemptive Junior Management Investor as an Exercising Purchaser Offeree as a Participating Buyer would require under applicable law (i) the registration or qualification of any securities or of any person as a broker or dealer or agent with respect to such securities or (ii) the provision to any participant in the Issuance transaction of any information other than such information as would be required under Regulation D of the Securities and Exchange Commission or similar rule then in effect in an offering made pursuant to said Regulation D solely to "accredited investors" as defined in said Regulation D, the Company Option-Eligible Share Sellers shall be obligated only to use its their reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit such Participating Buyer Exercising Purchaser to receive such securities. Notwithstanding any provisions of this Section 95.1.4, if use of reasonable best efforts shall not have resulted in such requirements being complied with to the extent necessary to permit such Participating Buyer Exercising Purchaser to receive such securities, the Company Option-Eligible Share Sellers may exclude such Participating Buyer Exercising Purchaser from participation in the Issuancetransaction. The obligation of the Company Option- Eligible Share Sellers to use reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit a Participating Buyer an Exercising Purchaser to receive such securities shall be conditioned on such Participating Buyer Exercising Purchaser executing such documents and instruments, and taking such other actions (including without limitation, if required by the Company Option-Eligible Share Sellers on advice of its their counsel, agreeing to be represented during the course of such transaction by a "purchaser representative" (as defined in Regulation D) in connection with evaluating the merits and risks of the prospective investment and acknowledging that he was so represented), as the Company Option- Eligible Share Sellers shall reasonably request in order to permit such requirements to have been complied with. Each Participating Buyer Exercising Purchaser agrees to take such actions as the Company Option-Eligible Share Sellers shall reasonably request in order to permit such requirements to have been complied with.

Certain Legal Requirements. In the event that the participation in the Issuance by any Preemptive Purchaser Offeree a holder of Shares as a Participating Buyer would require under applicable law (i) the registration or qualification of any such securities or of any person as a broker or dealer or agent with respect to such securities or (ii) the provision to any participant in the Issuance Sale of any information other than such information as would be required under Regulation D of the Securities and Exchange Commission or similar rule then in effect in an offering made pursuant to said Regulation D solely to "accredited investors" as defined in said Regulation D, the Company shall be obligated only to use its reasonable best efforts to cause such the requirements under Regulation D to have been complied with to the extent necessary to permit such Participating Buyer to receive such securities. Notwithstanding any provisions of this Section 9, if use of reasonable best efforts shall not have resulted in such requirements being be complied with to the extent necessary to permit such Participating Buyer to receive such securities, it being understood and agreed that the Company may exclude shall not be under any obligation to effect a registration of such Participating Buyer from participation securities under the Securities Act or similar state statutes. Notwithstanding any provision of this Section 7, if the use of reasonable efforts shall not result in such requirements being complied with to the extent necessary to permit such holder of Shares to participate in the Issuance, such holder shall not be entitled to participate in the Issuance. The obligation of the Company to use reasonable best efforts to cause such requirements to have been be complied with to the extent necessary to permit a Participating Buyer holder of Shares to receive such securities participate in the Issuance shall be conditioned on upon such Participating Buyer holder of Shares executing such documents and instruments, and taking such other actions (including including, without limitation, if required by the Company on advice to the extent that the holder of its counselShares is not an accredited investor, agreeing to be represented during the course of such transaction by a "purchaser representative" (as defined in Regulation D) in connection with evaluating the merits and risks of the prospective investment and acknowledging that he was so represented), as the Company shall reasonably request in order to permit such requirements to have been complied with. Each Participating Buyer agrees to take such actions as the Company shall reasonably request in order to permit such requirements to have been complied with.