Common use of Co-Sale Rights Clause in Contracts

Co-Sale Rights. In the event that Samstock enters into an agreement to sell to any independent third party or group of independent third parties, in a single transaction or related series of transactions, other than a Public Sale, such number of Shares as equals or exceeds more than ten percent (10%) of the Shares held by Samstock, Samstock shall first notify the New Investors in writing, of the identity of the proposed purchaser(s), the number of Shares proposed to be sold, the proposed purchase price and terms of sale and an estimate of the Transaction Costs (as defined below) (which estimate shall not be binding on Samstock and shall have no effect on Samstock's or the New Investors' rights or obligations under this Section 1). The New Investors thereupon shall have the right to participate in the proposed sale at the same net price per share and other terms of sale as offered to Samstock; provided, however, that the New Investors' right to participate in the proposed sale shall be subordinate to the rights of the Stockholder (as such term is defined in each of (i) the Amended and Restated Agreement Among Stockholders (the "Agreement Among Stockholders") dated as of March 3, 1998, by and among Samstock, EGI-Transmedia Investors, L.L.C., a Delaware limited liability company (formerly known as Transmedia Investors, L.L.C., "TNI"), Stockholder and the Company, and (ii) the Stockholders' Agreement ("Stockholders' Agreement") dated as of March 3, 1998, by and among Samstock, TNI, Stockholder and the Company) to participate in the proposed sale. In order to exercise its co-sale rights, the New Investors, within ten (10) business days after receiving notice from Samstock, shall deliver to Samstock a written election to participate in the sale to the extent allowed by this Section 1. If the New Investors have elected to participate in the proposed sale, the New Investors shall be entitled to sell in the proposed sale a number of Shares equal to the product of (i) the quotient (the "Co-Sale Fraction") determined by dividing the number of Shares owned by the New Investors by the aggregate number of Shares owned by the New Investors and Samstock multiplied by (ii) (a) the total number of Shares to be sold by them in the proposed sale less (b) the total number of Shares that Stockholder shall have elected to sell pursuant to the co-sale rights granted to Stockholder in each of the Agreement Among Stockholders and the Stockholders' Agreement. Notwithstanding anything to the contrary in this Section 1, the sale proceeds to which the New Investors would otherwise be entitled by reason of its participation in a sale pursuant to this Section 1 shall be reduced by an amount equal to the product of the New Investors' Co-Sale Fraction multiplied by the sum of any costs, fees and expenses, including, without limitation, attorneys', accountants' and investment bankers' fees and expenses (collectively, "Transaction Costs"), incurred by Samstock in connection with the sale or the exercise of the New Investors' rights under this Section 1. The New Investors shall, as promptly as practicable and as a condition to its participation, enter into such agreements as shall be reasonably requested by Samstock for the sale of its Shares in the proposed sale.

Co-Sale Rights. In addition to the rights of Investor, Shareholder and the Company set forth in Section 3 above, in the event that Samstock either Investor or Shareholder (in either case, the "Selling Holder") enters into an agreement to sell to any independent third party person other than a Permitted Transferee (and other than with the Company pursuant to Section 3 or Section 4) or group of independent third partiesany such persons, in a single transaction or related series of transactions, other than a Public Sale, such number of Shares as equals or exceeds more than ten percent (10%) of the Shares held by Samstockthe Selling Holder as of the date hereof (giving effect to the closing of the transactions contemplated by the Stock Purchase Agreements), Samstock the Selling Holder shall first notify Investor or Shareholder, as the New Investors case may be (the "Tag-Along Holder"), in writing, of the identity of the proposed purchaser(s), the number of Shares proposed to be sold, the proposed purchase price and terms of sale and an estimate of the Transaction Costs (as defined below) (which estimate shall be a reasonably determined estimate but otherwise shall not be binding on Samstock the Selling Holder and shall have no effect on SamstockInvestor's or the New Investors' Shareholder's rights or obligations under this Section 15). The New Investors Tag-Along Holder thereupon shall have the right to participate in the proposed sale at the same net price per share and other terms and conditions of sale as offered to Samstock; provided, however, that the New Investors' right to participate in the proposed sale shall be subordinate to the rights of the Stockholder (as such term is defined in each of (i) the Amended and Restated Agreement Among Stockholders (the "Agreement Among Stockholders") dated as of March 3, 1998, by and among Samstock, EGI-Transmedia Investors, L.L.C., a Delaware limited liability company (formerly known as Transmedia Investors, L.L.C., "TNI"), Stockholder and the Company, and (ii) the Stockholders' Agreement ("Stockholders' Agreement") dated as of March 3, 1998, by and among Samstock, TNI, Stockholder and the Company) to participate in the proposed saleSelling Holder. In order to exercise its the co-sale rights, the New InvestorsTag-Along Holder, within ten (10) business days after receiving notice from Samstockthe Selling Holder, shall deliver to Samstock the Selling Holder a written election to participate in the sale to the extent allowed by this Section 15. If the New Investors have Tag- Along Holder has elected to participate in the proposed sale, the New Investors Tag-Along Holder shall be entitled to sell in the proposed sale a number of Shares equal to the product of (i) the quotient (the "Co-Sale Fraction") determined by dividing the number of Shares owned by the New Investors Tag-Along Holder by the aggregate number of Shares owned by the New Investors Selling Holder and Samstock the Tag-Along Holder multiplied by (ii) (a) the total number of Shares to be sold by them in the proposed sale less (b) the total number of Shares that Stockholder shall have elected to sell pursuant to the co-sale rights granted to Stockholder in each of the Agreement Among Stockholders and the Stockholders' Agreementsale. Notwithstanding anything to the contrary in this Section 15, the sale proceeds to which the New Investors Tag-Along Holder would otherwise be entitled by reason of its or his participation in a sale pursuant to this Section 1 5 shall be reduced by an amount equal to the product of the New Investors' Tag-Along Holder's Co-Sale Fraction multiplied by the sum of any costs, fees and expenses, including, without limitation, attorneys', accountants' and investment bankers' fees and expenses (collectively, "Transaction Costs"), reasonably incurred by Samstock the Selling Holder in connection with the sale or the exercise of the New Investors' Tag-Along Holder's rights under this Section 15. The New Investors Tag-Along Holder shall, as promptly as practicable and as a condition to its or his participation, enter into such agreements as shall be reasonably requested by Samstock the Selling Holder for the sale of its or his Shares in the proposed sale; provided that the Selling Holder shall use reasonable efforts to negotiate indemnities on a several, and not joint, basis, and that in all events any indemnity by the Tag-Along Holder will be limited to the net proceeds received by the Tag-Along Holder (it being understood that if either or both of these points are not successfully negotiated, the Tag-Along Holder may withdraw its notice of its election to participate in the sale).

Co-Sale Rights. In the event that Samstock enters into an agreement to sell to any independent third party or group of independent third parties, in a single transaction or related series of transactions, other than a Public Sale, such number of Shares as equals or exceeds more than ten percent (10%) of the Shares held by Samstock, Samstock shall first notify the New Investors in writing, of the identity of the proposed purchaser(s), the number of Shares proposed to be sold, the proposed purchase price and terms of sale and an estimate of the Transaction Costs (as defined below) (which estimate shall not be binding on Samstock and shall have no effect on Samstock's or the New Investors' rights or obligations under this Section 1). The New Investors thereupon shall have the right to participate in the proposed sale at the same net price per share and other terms of sale as offered to Samstock; provided, however, that the New Investors' right to participate in the proposed sale shall be subordinate to the rights of (A) the Stockholder (as such term is defined in each of (i) the Amended and Restated Agreement Among Stockholders (the "Agreement Among Stockholders") dated as of March 3, 1998, by and among Samstock, EGI-Transmedia Investors, L.L.C., a Delaware limited liability company (formerly known as Transmedia Investors, L.L.C., "TNI"), Stockholder and the Company, and (ii) the Stockholders' Agreement ("Stockholders' Agreement") dated as of March 3, 1998, by and among Samstock, TNI, Stockholder and the Company) and (B) the investors (the "Minotaur Investors") named in that certain Co-Sale and Voting Agreement (the "Minotaur Co-Sale and Voting Agreement") dated as of April 28, 2000, by and among the Company, Samstock, Minotaur Partners II, L.P., an Illinois limited partnership, Dominic Mangone and Raymond Bank), to participate in the proposed sale. In order to exercise its Xx xxxxx xx xxercixx xxx co-sale rights, the New Investors, within ten (10) business days after receiving notice from Samstock, shall deliver to Samstock a written election to participate in the sale to the extent allowed by this Section 1. If the New Investors have elected to participate in the proposed sale, the New Investors shall be entitled to sell in the proposed sale a number of Shares equal to the product of (i) the quotient (the "Co-Sale Fraction") determined by dividing the number of Shares owned by the New Investors by the aggregate number of Shares owned by the New Investors and Samstock multiplied by (ii) (a) the total number of Shares to be sold by them in the proposed sale less (b) the total number of Shares that Stockholder and/or the Minotaur Investors shall have elected to sell pursuant to the co-sale rights granted to Stockholder in each of the Agreement Among Stockholders and Stockholders, the Stockholders' Agreement and the Minotaur Co-Sale and Voting Agreement. Notwithstanding anything to the contrary in this Section 1, the sale proceeds to which the New Investors would otherwise be entitled by reason of its participation in a sale pursuant to this Section 1 shall be reduced by an amount equal to the product of the New Investors' Co-Sale Fraction multiplied by the sum of any costs, fees and expenses, including, without limitation, attorneys', accountants' and investment bankers' fees and expenses (collectively, "Transaction Costs"), incurred by Samstock in connection with the sale or the exercise of the New Investors' rights under this Section 1. The New Investors shall, as promptly as practicable and as a condition to its participation, enter into such agreements as shall be reasonably requested by Samstock for the sale of its Shares in the proposed sale.

Co-Sale Rights. In the event that Samstock enters into an agreement to sell to any independent third party or group of independent third parties, in a single transaction or related series of transactions, other than a Public Sale, such number of Shares as equals or exceeds more than ten percent (10%) of the Shares held by Samstock, Samstock shall first notify the New Investors in writing, of the identity of the proposed purchaser(s), the number of Shares proposed to be sold, the proposed purchase price and terms of sale and an estimate of the Transaction Costs (as defined below) (which estimate shall not be binding on Samstock and shall have no effect on Samstock's or the New Investors' rights or obligations under this Section 1). The New Investors thereupon shall have the right to participate in the proposed sale at the same net price per share and other terms of sale as offered to Samstock; provided, however, that the New Investors' right to participate in the proposed sale shall be subordinate to the rights of (A) the Stockholder (as such term is defined in each of (i) the Amended and Restated Agreement Among Stockholders (the "Agreement Among Stockholders") dated as of March 3, 1998, by and among Samstock, EGI-Transmedia Investors, L.L.C., a Delaware limited liability company (formerly known as Transmedia Investors, L.L.C., "TNI"), Stockholder and the Company, and (ii) the Stockholders' Agreement ("Stockholders' Agreement") dated as of March 3, 1998, by and among Samstock, TNI, Stockholder and the Company) and (B) the investors (the "Minotaur Investors") named in that certain Co-Sale and Voting Agreement (the "Minotaur Co-Sale and Voting Agreement") dated as of April 28, 2000, by and among the Company, Samstock, Minotaur Partners II, L.P., an Illinois limited partnership, Domixxx Xxxxxxx xxx Raymxxx Xxxk), to participate in the proposed sale. In order to exercise its co-sale rights, the New Investors, within ten (10) business days after receiving notice from Samstock, shall deliver to Samstock a written election to participate in the sale to the extent allowed by this Section 1. If the New Investors have elected to participate in the proposed sale, the New Investors shall be entitled to sell in the proposed sale a number of Shares equal to the product of (i) the quotient (the "Co-Sale Fraction") determined by dividing the number of Shares owned by the New Investors by the aggregate number of Shares owned by the New Investors and Samstock multiplied by (ii) (a) the total number of Shares to be sold by them in the proposed sale less (b) the total number of Shares that Stockholder and/or the Minotaur Investors shall have elected to sell pursuant to the co-sale rights granted to Stockholder in each of the Agreement Among Stockholders and Stockholders, the Stockholders' Agreement and the Minotaur Co-Sale and Voting Agreement. Notwithstanding anything to the contrary in this Section 1, the sale proceeds to which the New Investors would otherwise be entitled by reason of its participation in a sale pursuant to this Section 1 shall be reduced by an amount equal to the product of the New Investors' Co-Sale Fraction multiplied by the sum of any costs, fees and expenses, including, without limitation, attorneys', accountants' and investment bankers' fees and expenses (collectively, "Transaction Costs"), incurred by Samstock in connection with the sale or the exercise of the New Investors' rights under this Section 1. The New Investors shall, as promptly as practicable and as a condition to its participation, enter into such agreements as shall be reasonably requested by Samstock for the sale of its Shares in the proposed sale.

Co-Sale Rights. In addition to the rights of Investor, Shareholder and the Company set forth in Section 3 above, in the event that Samstock either Investor or Shareholder (in either case, the "Selling Holder") enters into an agreement to sell to any independent third party person other than a Permitted Transferee (and other than with the Company pursuant to Section 3 or Section 4) or group of independent third partiesany such persons, in a single transaction or related series of transactions, other than a Public Sale, such number of Shares as equals or exceeds more than ten percent (10%) of the Shares held by Samstockthe Selling Holder as of the date hereof (giving effect to the closing of the transactions contemplated by the Stock Purchase Agreements), Samstock the Selling Holder shall first notify Investor or Shareholder, as the New Investors case may be (the "Tag-Along Holder"), in writing, of the identity of the proposed purchaser(s), the number of Shares proposed to be sold, the proposed purchase price and terms of sale and an estimate of the Transaction Costs (as defined below) (which estimate shall be a reasonably determined estimate but otherwise shall not be binding on Samstock the Selling Holder and shall have no effect on SamstockInvestor's or the New Investors' Shareholder's rights or obligations under this Section 15). The New Investors Tag-Along Holder thereupon shall have the right to participate in the proposed sale at the same net price per share and other terms and conditions of sale as offered to Samstock; provided, however, that the New Investors' right to participate in the proposed sale shall be subordinate to the rights of the Stockholder (as such term is defined in each of (i) the Amended and Restated Agreement Among Stockholders (the "Agreement Among Stockholders") dated as of March 3, 1998, by and among Samstock, EGI-Transmedia Investors, L.L.C., a Delaware limited liability company (formerly known as Transmedia Investors, L.L.C., "TNI"), Stockholder and the Company, and (ii) the Stockholders' Agreement ("Stockholders' Agreement") dated as of March 3, 1998, by and among Samstock, TNI, Stockholder and the Company) to participate in the proposed saleSelling Holder. In order to exercise its the co-sale rights, the New InvestorsTag-Along Holder, within ten (10) business days after receiving notice from Samstockthe Selling Holder, shall deliver to Samstock the Selling Holder a written election to participate in the sale to the extent allowed by this Section 15. If the New Investors have Tag-Along Holder has elected to participate in the proposed sale, the New Investors Tag-Along Holder shall be entitled to sell in the proposed sale a number of Shares equal to the product of (i) the quotient (the "Co-Sale Fraction") determined by dividing the number of Shares owned by the New Investors Tag-Along Holder by the aggregate number of Shares owned by the New Investors Selling Holder and Samstock the Tag-Along Holder multiplied by (ii) (a) the total number of Shares to be sold by them in the proposed sale less (b) the total number of Shares that Stockholder shall have elected to sell pursuant to the co-sale rights granted to Stockholder in each of the Agreement Among Stockholders and the Stockholders' Agreementsale. Notwithstanding anything to the contrary in this Section 15, the sale proceeds to which the New Investors Tag-Along Holder would otherwise be entitled by reason of its or his participation in a sale pursuant to this Section 1 5 shall be reduced by an amount equal to the product of the New Investors' Tag-Along Holder's Co-Sale Fraction multiplied by the sum of any costs, fees and expenses, including, without limitation, attorneys', accountants' and investment bankers' fees and expenses (collectively, "Transaction Costs"), reasonably incurred by Samstock the Selling Holder in connection with the sale or the exercise of the New Investors' Tag-Along Holder's rights under this Section 15. The New Investors Tag-Along Holder shall, as promptly as practicable and as a condition to its or his participation, enter into such agreements as shall be reasonably requested by Samstock the Selling Holder for the sale of its or his Shares in the proposed sale; provided that the Selling Holder shall use reasonable efforts to negotiate indemnities on a several, and not joint, basis, and that in all events any indemnity by the Tag-Along Holder will be limited to the net proceeds received by the Tag-Along Holder (it being understood that if either or both of these points are not successfully negotiated, the Tag-Along Holder may withdraw its notice of its election to participate in the sale).

Co-Sale Rights. In the event that Samstock enters into an -------------- agreement to sell to any independent third party or group of independent third parties, in a single transaction or related series of transactions, other than a Public Sale, such number of Shares as equals or exceeds more than ten percent (10%) of the Shares held by Samstock, Samstock shall first notify the New Investors in writing, of the identity of the proposed purchaser(s), the number of Shares proposed to be sold, the proposed purchase price and terms of sale and an estimate of the Transaction Costs (as defined below) (which estimate shall not be binding on Samstock and shall have no effect on Samstock's or the New Investors' rights or obligations under this Section 1). The New Investors thereupon shall have the right to participate in the proposed sale at the same net price per share and other terms of sale as offered to Samstock; provided, -------- however, that the New Investors' right to participate in the proposed sale shall ------- be subordinate to the rights of the Stockholder (as such term is defined in each of (i) the Amended and Restated Agreement Among Stockholders (the "Agreement Among Stockholders") dated as of March 3, 1998, by and among Samstock, EGI-EGI- Transmedia Investors, L.L.C., a Delaware limited liability company (formerly known as Transmedia Investors, L.L.C., "TNI"), Stockholder and the Company, and (ii) the Stockholders' Agreement ("Stockholders' Agreement") dated as of March 3, 1998, by and among Samstock, TNI, Stockholder and the Company) to participate in the proposed sale. In order to exercise its co-sale rights, the New Investors, within ten (10) business days after receiving notice from Samstock, shall deliver to Samstock a written election to participate in the sale to the extent allowed by this Section 1. If the New Investors have elected to participate in the proposed sale, the New Investors shall be entitled to sell in the proposed sale a number of Shares equal to the product of (i) the quotient (the "Co-Sale Fraction") determined by dividing the number of Shares owned by the New Investors by the aggregate number of Shares owned by the New Investors and Samstock multiplied by (ii) (a) the total number of Shares to be sold by them in the proposed sale less (b) the total number of Shares that Stockholder shall have elected to sell pursuant to the co-sale rights granted to Stockholder in each of the Agreement Among Stockholders and the Stockholders' Agreement. Notwithstanding anything to the contrary in this Section 1, the sale proceeds to which the New Investors would otherwise be entitled by reason of its participation in a sale pursuant to this Section 1 shall be reduced by an amount equal to the product of the New Investors' Co-Sale Fraction multiplied by the sum of any costs, fees and expenses, including, without limitation, attorneys', accountants' and investment bankers' fees and expenses (collectively, "Transaction Costs"), incurred by Samstock in connection with the sale or the exercise of the New Investors' rights under this Section 1. The New Investors shall, as promptly as practicable and as a condition to its participation, enter into such agreements as shall be reasonably requested by Samstock for the sale of its Shares in the proposed sale.