Common use of Certain Legal Requirements Clause in Contracts

Certain Legal Requirements. In the event the consideration to be paid in exchange for Common Shares in a proposed Sale pursuant to Section 4.1, 4.2 or 4.3 includes any securities, and the receipt thereof by a Participating Seller (other than an Investor that is an Accredited Investor) 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 or (b) the provision to any Tag Along Seller or any Shareholder in an Approved Drag-Along Sale of any specified information regarding the Corporation, such securities or the issuer thereof, such Participating Seller or other Shareholder (other than any Investor that is an Accredited Investor) will not have the right to Sell Common Shares in such proposed Sale. In such event, the Prospective Selling Investors shall use reasonable efforts (without obligation to pay any costs or suffer any economic consequence), to cause to be paid to such Participating Seller or other Shareholder in exchange for their Common Shares, against surrender of the Common 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 total cash value of the consideration that the Participating Seller would have otherwise received, such value in the case of Marketable Securities to be deemed to equal the weighted average trading price (by dollar volume) of such Marketable Securities for the 15 Business Days immediately preceding the date on which such securities would have been issued in exchange for such Common Shares.

Certain Legal Requirements. In the event the consideration to be paid in exchange for Common Shares in a proposed Sale pursuant to Section 4.1, 4.2 2.1 or 4.3 Section 2.2 includes any securities, and the receipt thereof by a Participating Seller (other than an Investor that is an Accredited Investor) would require under applicable law (a) 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 by the Prospective Selling Stockholder(s) or (b) the provision to any Tag Along Seller or any Shareholder in an Approved Drag-Drag Along Sale Seller of any specified information regarding the CorporationCompany, such securities or the issuer thereof, including by reason of the failure of one or more Stockholders to be an “accredited investor” as such term is defined in Rule 501 of Regulation D of the Securities Act (except with respect to this sub-clause (b) and subject to appropriate confidentiality restrictions, to the extent provision is made for any other Tag Along Seller or Drag Along Seller), such Participating Seller or other Shareholder (other than any Investor that is an Accredited Investor) will shall not have the right to Sell Common Shares in such proposed Sale. In such event, the Prospective Selling Investors Stockholders shall use reasonable efforts (without obligation to pay any costs or suffer any economic consequence)have the right, but not the obligation, to cause to be paid to such Participating Seller or other Shareholder in exchange for their Common Shareslieu thereof, against surrender of the Common Shares (in accordance with Section 4.4.6 2.3.6 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 total cash value Fair Market Value of such Shares as of the consideration that the Participating Seller would have otherwise received, such value in the case of Marketable Securities to be deemed to equal the weighted average trading price (by dollar volume) of such Marketable Securities for the 15 Business Days immediately preceding the date on which such securities would have been issued in exchange for such Common Shares.

Certain Legal Requirements. In the event the consideration to be paid in exchange for Common Shares in a proposed Sale pursuant to Section 4.1, Section 4.2 or Section 4.3 includes any securities, and the receipt thereof by a Participating Seller (other than an Investor that is an Accredited Investor) would require under applicable law (a) the registration or qualification of such securities or of any person Person as a broker or dealer or agent or registrant with respect to such securities where such registration or qualification is not otherwise required for the Sale by the Prospective Selling Investor(s), Prospective Selling Stockholder(s) or Prospective Selling Minority Holder(s), as applicable, or (b) the provision to any Tag Along Seller, Drag Along Seller or any Shareholder in an Approved Drag-Other Investor Drag Along Sale Seller of any specified additional information regarding the CorporationCompany or any of its subsidiaries, such securities or the issuer thereof, including by reason of the failure of one or more Stockholders to be an “accredited investor” as such term is defined in Rule 501 of Regulation D of the Securities Act, such Participating Seller or other Shareholder (other than any Investor that is an Accredited Investor) will not have the right to Sell Common Shares in such proposed Sale. In such event, the Prospective Selling Investors Investors, the Prospective Selling Stockholders or Prospective Selling Minority Holders, as applicable, as applicable, shall use reasonable efforts (without obligation to pay any costs or suffer any economic consequence), to cause to be paid to such Participating Seller or other Shareholder in exchange for their Common Shareslieu thereof, against surrender of the Common Shares (in accordance with Section 4.4.6 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 total cash fair market value of the consideration that the Participating Seller would have otherwise received, such value in the case Shares as of Marketable Securities to be deemed to equal the weighted average trading price (by dollar volume) of such Marketable Securities for the 15 Business Days immediately preceding the date on which such securities would have been issued in exchange for such Common Shares.

Certain Legal Requirements. In the event the consideration to be paid in exchange for Common Shares in a proposed Sale pursuant to Section 4.1, 4.1 or Section 4.2 or 4.3 hereof includes any securities, and the receipt thereof by a Participating Tag Along Seller or Drag Along Seller (other than an Investor that is an Accredited Investoreach, 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 or (b) the provision to any Tag Along Seller or any Shareholder in an Approved Drag-Drag Along Sale Seller of any specified information regarding the CorporationCompany, such securities or the issuer thereof, such Participating Seller or other Shareholder (other than any Investor that is an Accredited Investor) will not have the right or obligation to Sell Common sell Shares in such proposed Sale. In such event, the Prospective Selling Investor (in a Sale pursuant to Section 4.1 hereof) or the Majority Investors (in a Sale pursuant to Section 4.2 hereof) shall use reasonable efforts (without obligation to pay any costs or suffer any economic consequence), to cause to be paid to such Participating Seller or other Shareholder in exchange for their Common Shareslieu thereof, against surrender of the Common Shares (in accordance with Section 4.4.6 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 total cash value Fair Market Value of such Shares as of the consideration that the Participating Seller would have otherwise received, such value in the case of Marketable Securities to be deemed to equal the weighted average trading price (by dollar volume) of such Marketable Securities for the 15 Business Days immediately preceding the date on which such securities would have been issued in exchange for such Common Shares. For the avoidance of doubt, for purposes of this Section 4.3.1, the Fair Market Value paid for the Executive’s Shares shall be determined based on the payment and other material economic terms of the applicable Sale pursuant to Section 4.1 or 4.2, as applicable.

Certain Legal Requirements. In the event the consideration to be paid in exchange for Common Shares in a proposed Sale transaction pursuant to Section 4.1, 4.2 Sections 4.03 or 4.3 4.04 includes any securities, and the receipt thereof by a Tagging Shareholder that delivered a Tag-Along Participation Notice or a Drag-Along Participant (each, a “Participating Seller (other than an Investor that is an Accredited InvestorSeller”) would require under applicable law (a) 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 transaction pursuant to Sections 4.03 or 4.04 by the Selling Sponsor(s) or the Exercising Sponsor(s), respectively, or (b) the provision to any Tag Shareholder participating in the Tag-Along Seller Sale or any Shareholder in an Approved a Drag-Along Sale Transaction of any specified information regarding the CorporationCompany or any of its Subsidiaries, such securities or the issuer thereofthereof that is not otherwise required to be provided for such transaction pursuant to Sections 4.03 or 4.04 by the Selling Sponsor(s) or the Exercising Sponsor(s), respectively, then such Participating Seller or other Shareholder (other than any Investor that is an Accredited Investor) will shall not have the right option to Sell Common sell Shares in such proposed Saletransaction. In such event, the Prospective Selling Investors Sponsor(s) or Exercising Sponsor(s), as applicable, shall use reasonable efforts (without obligation x) in the case of a Tag-Along Sale pursuant to pay any costs or suffer any economic consequence)Section 4.03, have the right, but not the obligation, and (y) in the case of a Drag-Along Transaction pursuant to Section 4.04, have the obligation, to cause to be paid to such Participating Seller or other Shareholder in exchange for their Common Shareslieu thereof, against surrender of the Common Shares (in accordance with Section 4.4.6 hereof) which would have otherwise been Sold sold by such Participating Seller to the Prospective Buyer purchasers in the proposed Saletransaction, an amount in cash equal to the total cash fair market value of (as determined in good faith by the consideration that the Participating Seller would have otherwise received, such value in the case of Marketable Securities to be deemed to equal the weighted average trading price (by dollar volumeBoard) of such Marketable Securities for the 15 Business Days immediately preceding Shares as of the date on which such securities would have been issued in exchange for such Common Shares.