Common use of Co-Invest Vehicle Participation; Aggregation of Interests Clause in Contracts

Co-Invest Vehicle Participation; Aggregation of Interests. (a) Notwithstanding anything in this Agreement to the contrary, in connection with any Transfer of Equity Securities by the Avista Shareholder or its Permitted Transferees (including under Section 4.01, Section 4.02 or Section 4.03), such Transfers shall (and the Avista Shareholder shall cause such Transfer to) include a number of Equity Securities held by each of the Avista Co-Invest Vehicles equal to Avista’s Proportion multiplied by the number of Equity Securities held by such Avista Co-Invest Vehicle as of immediately prior to such Transfer, and any and all references to Transfers by the Avista Shareholder or Sponsor (as such term relates to or refers to the Avista Shareholder) shall be deemed to refer to both the Avista Shareholder and the Avista Co-Invest Vehicles; provided, that this Section 3.01(a) shall not apply to Transfers by the Avista Shareholder to its Permitted Transferees or a “distribution-in-kind” made by an Avista Shareholder or its partners or members (an “Avista DIK”). (b) Notwithstanding anything in this Agreement to the contrary, in connection with any Transfer of Equity Securities by the Altchem Shareholder or its Permitted Transferees (including under Section 4.01, Section 4.02 or Section 4.03), such Transfers shall (and the Altchem Shareholder shall cause such Transfer to) include a number of Equity Securities held by each of the Altchem Co-Invest Vehicles equal to Altchem’s Proportion multiplied by the number of Equity Securities held by such Altchem Co-Invest Vehicle as of immediately prior to such Transfer, and any and all references to Transfers by the Altchem Shareholder or Sponsor (as such term relates to or refers to the Altchem Shareholder) shall be deemed to refer to both the Altchem Shareholder and the Altchem Co-Invest Vehicles; provided, that this Section 3.01(b) shall not apply to Transfers by the Altchem Shareholder to its Permitted Transferees or a “distribution-in-kind” made by an Altchem Shareholder or its partners or members (an “Altchem DIK”). (c) All Equity Securities held by a Shareholder and its Permitted Transferees shall be aggregated together for purposes of determining the availability of any rights under this Agreement (and for the avoidance of doubt, Permitted Transferees will be subject to the restrictions and obligations under this Agreement, and the applicable Shareholder shall (without limiting any liability a Permitted Transferee may have) be responsible for its Permitted Transferees’ compliance therewith). In addition, other than for purposes of Section 3.01, (i) Equity Securities held by the Avista Co-Invest Vehicles shall be attributed or aggregated together for purposes of determining the rights and obligations of the Avista Shareholders and any such Equity Securities held by the Avista Co-Invest Vehicles shall be included in the numerator or denominator for purposes of determining the rights or obligations of the Avista Shareholder, and (ii) Equity Securities held by the Altchem Co-Invest Vehicles shall be attributed or aggregated together for purposes of determining the rights and obligations of the Altchem Shareholder and any such Equity Securities held by the Altchem Co-Invest Vehicles shall be included in the numerator or denominator for purposes of determining the rights or obligations of the Altchem Shareholder.

Co-Invest Vehicle Participation; Aggregation of Interests. (a) Notwithstanding anything in this Agreement to the contrary, in connection with any Transfer of Equity Securities by the Avista Shareholder or its Permitted Transferees (including under Section 4.01, Section 4.02 or Section 4.03), such Transfers shall (and the Avista Shareholder shall cause such Transfer to) include a number of Equity Securities held by each of the Avista Co-Invest Vehicles equal to Avista’s Proportion multiplied by the number of Equity Securities held by such Avista Co-Invest Vehicle as of immediately prior to such Transfer, and any and all references to Transfers by the Avista Shareholder or Sponsor (as such term relates to or refers to the Avista Shareholder) shall be deemed to refer to both the Avista Shareholder and the Avista Co-Invest Vehicles; provided, that this Section 3.01(a) shall not apply to Transfers by the Avista Shareholder to its Permitted Transferees or a “distribution-in-kind” made by an Avista Shareholder or its partners or members (an “Avista DIK”). (b) Notwithstanding anything in this Agreement to the contrary, in connection with any Transfer of Equity Securities by the Altchem Shareholder or its Permitted Transferees (including under Section 4.01, Section 4.02 or Section 4.03), such Transfers shall (and the Altchem Shareholder shall cause such Transfer to) include a number of Equity Securities held by each of the Altchem Co-Invest Vehicles equal to Altchem’s Proportion multiplied by the number of Equity Securities held by such Altchem Co-Invest Vehicle as of immediately prior to such Transfer, and any and all references to Transfers by the Altchem Shareholder or Sponsor (as such term relates to or refers to the Altchem Shareholder) shall be deemed to refer to both the Altchem Shareholder and the Altchem Co-Invest Vehicles; provided, that this Section 3.01(b) shall not apply to Transfers by the Altchem Shareholder to its Permitted Transferees or a “distribution-in-kind” made by an Altchem Shareholder or its partners or members (an “Altchem DIK”). (c) All Equity Securities held by a Shareholder and its Permitted Transferees shall be aggregated together for purposes of determining the availability of any rights under this Agreement (and for the avoidance of doubt, Permitted Transferees will be subject to the restrictions and obligations under this Agreement, and the applicable Shareholder shall (without limiting any liability a Permitted Transferee may have) be responsible for its Permitted Transferees’ compliance therewith). In addition, other than for purposes of Section 3.01, (i) Equity Securities held by the Avista Co-Invest Vehicles shall be attributed or aggregated together for purposes of determining the rights and obligations of the Avista Shareholders and any such Equity Securities held by the Avista Co-Invest Vehicles shall be included in the numerator or denominator for purposes of determining the rights or obligations of the Avista Shareholder, and (ii) Equity Securities held by the Altchem Co-Invest Vehicles shall be attributed or aggregated together for purposes of determining the rights and obligations of the Altchem Shareholder and any such Equity Securities held by the Altchem Co-Invest Vehicles shall be included in the numerator or denominator for purposes of determining the rights or obligations of the Altchem Shareholder.