Certain Rights of Inclusion. (a) A Member shall not sell or otherwise Dispose of Units (in one or a series of transactions) to a third party (excluding for such purpose Dispositions to another Member pursuant to Section 8.5 and Section 8.6, Dispositions subject to Section 8.8 and Dispositions in connection with a Qualified IPO or a Qualified Merger, but after giving effect to Section 8.5 and Section 8.6, to the extent applicable) unless the terms and conditions of such Disposition include an offer, on the same terms as the offer to the selling Member (the “Selling Member”), to each of the other Members (other than the Selling Member) who hold Units of the same class proposed to be Disposed of by the Selling Member (subject to the restrictions set forth in Section 8.1(d) relating to Management Members) (the “Tag Offerees”), to include at the option of each Tag Offeree, in the sale or other Disposition to the third party, a number of Tag Offered Units determined in accordance with this Section 8.7.
Certain Rights of Inclusion. (a) A member of the Warburg Group shall not sell or otherwise effect the Disposition of any Series B Preferred (in one or a series of transactions) to a third party or to the Company (in either case, the “Transferee”) (excluding for such purpose Dispositions pursuant to Section 3.2, Dispositions subject to Section 3.7 and Dispositions in connection with a Qualified Public Offering) unless the terms and conditions of such Disposition include an offer, on the same terms as the offer to the selling member of the Warburg Group (the “Selling Stockholder”), to each of the other Stockholders (the “Tag Offerees”), to include at the option of each Tag Offeree, in the Disposition to the Transferee, a number of shares of such Series B Preferred owned by each Tag Offeree determined in accordance with this Section 3.6.
Certain Rights of Inclusion. (a) No Shareholder shall, individually or collectively, in any transaction, sell or otherwise dispose of shares of Common Stock held by such Shareholder to a third party unless the terms and conditions of the Third Party Offer include an offer, at the same price and on the same terms as the offer to the selling Shareholders, to each of the other Shareholders (the "Offerees"), to include at the option of each Offeree, in the sale or other disposition to the Third Party, a number of shares of Common Stock owned by each Offeree determined in accordance with this Section 3.9.
Certain Rights of Inclusion. (a) If all or any part of the shares of Series B Preferred proposed to be transferred by an Investor Stockholder to a proposed transferee have not been purchased pursuant to Section 3.6 hereof, the Offeror Stockholder shall not, individually or collectively, in any transaction, sell or otherwise dispose of shares of Series B Preferred held by such Stockholder to a third party, other than to a Permitted Transferee, unless the terms and conditions of the Third Party Offer include an offer, at the Offer Price and on the same terms as the offer to the selling Investor Stockholders, to each of the other Investor Stockholders (the "Offerees"), to include at the option of each Offeree, in the sale or other disposition to the Third Party, a number of shares of Series B Preferred owned by each Offeree determined in accordance with this Section 3.9.
Certain Rights of Inclusion. (a) No Unitholder shall sell or otherwise effect the Disposition of any Units (in one or a series of transactions) to a third party (excluding for such purpose Dispositions pursuant to Section 5.2, Dispositions to existing Unitholders pursuant to Sections 5.4 or 5.5, Dispositions subject to Section 5.7, Dispositions pursuant to Section 5.8 and Dispositions in connection with a Qualified Public Offering or a Qualified Merger) unless the terms and conditions of such Disposition have been approved in accordance with Section 8.4 (if any such approval is required) and include an offer, on the same terms as the offer to the selling Unitholder (the “Selling Unitholder”), to each of the other Unitholders (collectively, the “Tag Offerees”), to include at the option of each Tag Offeree (subject to the restrictions set forth in Section 5.1(f) relating to Management Unitholders), in the sale or other Disposition to the third party, a number of Units owned by each Tag Offeree determined in accordance with this Section 5.6. If Units proposed to be transferred by the Selling Unitholder consist of more than one series, class or type of securities, the Selling Unitholder shall have the right to sell or otherwise effect the Disposition under this Agreement of each such series, class or type provided that such Selling Unitholder complies with the provisions of this Section 5.6. If the Units proposed to be transferred by the Selling Unitholder consist of more than one series, class or type of securities and a Tag Offeree does not hold securities of each such series, class or type, then such Tag Offeree shall have an Inclusion Right (as defined below) only with respect to each such series, class or type that such Tag Offeree holds that is either the same series, class or type that is proposed to be transferred by the Selling Unitholder or that is convertible into such series, class or type at any time at the option of the holder thereof, in each case in compliance with the provisions of this Section 5.6; provided, however, that if the Units proposed to be transferred pursuant to Section 5.6 consist only of Convertible Preferred Units and such Units represent 75% or more of the outstanding Convertible Preferred Units, such Tag Offeree shall be entitled to include a number of Common Units (excluding Unvested Units) held by such Tag Offeree determined in accordance with Section 5.6 and shall be entitled to receive as consideration for such Common Units the same proportion of the ...
