COMMON STOCK SALE. If the Oaktree Entities elect to Transfer a number of shares of Common Stock equal to seventy-five percent (75%) or more of the aggregate number of shares of Common Stock held by the Oaktree Entities on the date hereof as set forth on Schedule 1 hereto to a third party other than an Affiliate of any of the Oaktree Entities (an "Acquiror"), then the Acquiror shall have the right, at its option, to simultaneously purchase from Prudential/Gateway, and Prudential/Gateway will have an obligation to sell, all (but not less than all) of the Common Stock held by Prudential/Gateway at the same price per share, with the same form of consideration and upon the same terms and conditions. Prudential/Gateway agrees to vote all shares of Common Stock held by such entities in favor of any merger, consolidation or similar transaction pursuant to which the Oaktree Entities would Transfer seventy-five percent (75%) or more of the aggregate number of shares of Common Stock held by the Oaktree Entities if such transaction is voted for by the Oaktree Entities. The rights and obligations set forth in this Section 2 shall terminate concurrent with any termination of the agreements of Prudential/Gateway set forth in Section 5 resulting from an election to terminate the agreement of Prudential/Gateway set forth in Section 5 hereof permitted pursuant to the terms of Section 5 hereof.
COMMON STOCK SALE. If, at any time prior to the consummation of a Qualified Public Offering, the Holders holding shares in excess of eighty percent (80%) of the issued and outstanding Common Stock (the "SELLING COMMON HOLDERS") elect to sell such shares of Common Stock to the Company or a third party (other than an OCM Entity, WES&S, an OCM Affiliate, a TCW Affiliate or a WES&S Affiliate) (an "ACQUIROR"), then the Acquiror shall have the right, at its option, to purchase from the Holders other than the Selling Common Holders and any Public Transferees (the "NON-SELLING COMMON HOLDERS"), the same Pro-Rata portion of Securities (other than Preferred Stock) as is being acquired from the Selling Common Holders at the same price per Security (other than Preferred Stock), with the same form of consideration and upon the same terms and conditions as set forth in the Transfer Notice (as defined below); PROVIDED, HOWEVER, that the price paid to any warrantholder shall be the price paid by the Acquiror for each share of Common Stock less any exercise price payable by such warrantholder.
