Common use of Company Sale Clause in Contracts

Company Sale. (a) Following the fifth (5th) anniversary of the closing under the Stock Purchase Agreement, either Initial Member (or any transferee of an Initial Member's entire fifty percent (50%) Percentage Interest in the Company) (such Person, the "Proposed Seller"), shall have the right to elect to cause the auction and sale of all, but not less than all, of the Company or its assets or outstanding Membership Units, and, if applicable, all other outstanding equity securities, options, warrants or other rights to exercise, purchase or otherwise acquire the Beneficial Ownership of, any Membership Units, of the Company in an arm's-length third party transaction for consideration consisting solely of Permitted Consideration (a "Company Sale") in accordance with the terms and conditions set forth in this Section 8.3. The Proposed Seller shall have the right to exercise its right to effectuate a Company Sale hereunder by providing written notice of such Proposed Seller's intention to effectuate such Company Sale (the "Company Sale Notice") to the Company and each other Member. (b) The Proposed Seller shall be free for a period of one hundred eighty (180) days from the date of delivery of the Company Sale Notice to enter into a definitive purchase agreement with respect to a proposed Company Sale. The Company Sale shall be conducted pursuant to an auction process by an independent nationally recognized investment banking firm selected by the Proposed Seller (and approved by the DSC Member or AIL Member, as the case may be, which approval shall not be unreasonably withheld) in such manner and on such terms as the Proposed Seller determines, provided that all Members are entitled to receive the same price per Membership Unit, and participate in the transaction on the same terms. No Member shall have the right to participate as a bidder in the auction. The Company and all other Members shall cooperate with the investment banking firm in any Company Sale. The Board shall be kept fully informed and be given the opportunity to participate in the negotiations and discussion concerning the Company Sale process. All Members agree, and will cause their representatives on the Board, to vote in favor of any Company Sale in accordance with this Section 8.

Company Sale. (a) Following If at any time following the fifth seventh (5th7th) anniversary of the closing under the Stock Purchase AgreementEffective Date, either Initial AHI Member or NSAM Member (the “Initiating Seller”) desires to cause a Company Sale to an unrelated and unaffiliated third party purchaser (each, a “Third Party Purchaser”) or in connection with a MBO, then the Initiating Seller shall notify the other Members of its desire to effect a Company Sale at least thirty (30) days prior to marketing or otherwise engaging in any transferee discussions, solicitations or negotiations with any potential Third Party Purchaser or in connection with a MBO; provided, however, AHI Member may initiate a Company Sale at any time when the NSAM Designation Threshold is not met and NSAM Member may initiate a Company Sale at any time when the AHI Designation Threshold is not met. Following such thirty (30) day period, the Initiating Seller shall be permitted to engage in discussions and negotiations with prospective Third Party Purchasers or in connection with a MBO, and in furtherance thereof shall (in the case of an Initial AHI Member's entire fifty percent , so long as the AHI Designation Threshold is met, and in the case of NSAM Member, so long as the NSAM Designation Threshold is met) have the right to require the other Members (50%the “Dragged Members”) Percentage Interest to, and the Dragged Members shall, (i) if such Transfer is structured as a sale of Units, Transfer, or cause to be Transferred, to the Third Party Purchaser or in connection with a MBO all of the Units held by the Dragged Members, or (ii) if such Transfer is structured as a merger, consolidation or sale of all or substantially all of the assets of the Company, waive dissenters’ rights, appraisal rights or similar rights, if any, which the Dragged Members may have in connection therewith. The rights of the Initiating Seller under this Section 7.5 shall be exercisable by written notice (a “Drag Along Notice”) delivered by the Initiating Seller to the Dragged Members and the Company no later than ten (10) Business Days prior to the execution of a definitive agreement with regard to such Company Sale, which shall state (A) that the Initiating Seller proposes to effect a Company Sale, (B) the proposed purchase price to be paid by the Third Party Purchaser or in connection with a MBO pursuant to such Company Sale (the “Company Sale Consideration”), and (C) the other principal terms of such Company Sale. (b) Prior to or in connection with the closing of any such proposed Company Sale, each Dragged Member shall execute any purchase agreement or other certificates, instruments and other agreements required to consummate the proposed Company Sale, including making individual representations and warranties, which shall be borne solely by such Dragged Member, and requisite indemnifications to the Third Party Purchaser or in connection with a MBO; provided, however, that (i) any such purchase agreement or other certificates, instruments and other agreements shall be on terms no less favorable to the Dragged Members than those executed by the Initiating Seller in connection with such Company Sale except as a result of different rights of the Units pursuant to Section 4.1 and any customary employment-related compensation, (ii) the Dragged Members shall not be required to make any representations or warranties regarding the Company and (iii) any indemnification obligations and liabilities owed to the Third Party Purchaser or in connection with a MBO by the Initiating Seller and by the Dragged Members (including any escrows, holdbacks or adjustments in purchase price) shall be made on a several (but not joint) basis, pro rata in accordance with the portion of the aggregate consideration payable in connection with such Company Sale to the Initiating Seller and the Dragged Members and shall be limited, with respect to each Dragged Member, to the aggregate consideration payable in connection with such Company Sale to such Dragged Member; provided, that, (A) in the case of indemnifications obligations and liabilities arising as a result of a breach of a representation or warranty relating specifically to a particular seller, such indemnification shall be borne solely by such seller and (B) except as set forth in Section 7.5(c), NSAM Member shall not be required to enter into any non-competition, non-solicitation or other similar restrictive covenants in connection with the Company Sale. At the closing of any such proposed Company Sale, the Dragged Members shall deliver to the Third Party Purchaser or in connection with a MBO (x) such instruments of transfer as shall be reasonably requested by the Third Party Purchaser or in connection with a MBO with respect to the Units to be Transferred, against payment of the purchase price therefor in such Company Sale (subject to any holdbacks, escrows or adjustments in purchase price) and (y) the Dragged Members’ Units in the Company) , free and clear of any liens or encumbrances (other than those created by this Agreement or under applicable securities laws). The Executive Committee shall consent to any Company Sale effected in accordance with this Section 7.5, and the Initiating Seller and Dragged Members shall each use their reasonable best efforts to obtain all other necessary consents from third parties and take such Personother actions as may be reasonably necessary or reasonably requested by the Initiating Seller to consummate any Company Sale. Prior to consummation of a Company Sale, the "Proposed Executive Committee shall prepare and deliver to the Members an allocation schedule, allocating the Company Sale Consideration amongst the different classes of Units of the Company (the “Company Sale Allocation Schedule”). The Company Sale Allocation Schedule shall be prepared in the Executive Committee’s good faith judgment, based upon the advice of, and valuation by, a reputable and independent, nationally recognized financial advisor. If and when received, the Company Sale Consideration shall be allocated to the Members in accordance with the Company Sale Allocation Schedule. The Company Sale Allocation Schedule shall be final and binding on all Members absent manifest error. (c) In connection with a Company Sale in which (i) AHI Member is the Initiating Seller", NSAM Member agrees to (x) enter into a customary two-year non-solicitation agreement and (y) extend the term of its exclusivity covenants set forth in the Exclusivity Letter for the period provided in paragraph 1(b) thereof, in each case, for the benefit of the Third Party Purchaser (or in connection with a MBO) or (ii) NSAM Member is the Initiating Seller, each Principal agrees to extend the term of the non-solicit and non-compete covenants set forth in its Non-Compete Agreement for the benefit of the Third Party Purchaser (or in connection with a MBO) for a period not to exceed two years from the closing date of such Company Sale if, at any time during the six (6) month period immediately preceding such Principal’s receipt of the Drag Along Notice, such Principal held a direct or indirect ownership interest in the Company, or served as an employee or consultant to the Company or any of its Subsidiaries. (d) In the event that a Company Sale is effectuated through a business combination (whether by way of merger, recapitalization or otherwise) or asset sale, the Company and the Members shall take, or cause to be taken, all action, and do, or cause to be done, all things reasonably necessary, advisable or reasonably requested by the Initiating Seller to consummate and make effective the business combination. (e) Notwithstanding anything to the contrary contained in this Agreement (including in the preceding clauses of this Section 7.5), prior to the Initiating Seller initiating a Company Sale pursuant to this Section 7.5, NSAM Member (when AHI Member is the Initiating Seller) or AHI Member (when NSAM Member is the Initiating Seller) shall be entitled to purchase all of the Initiating Seller’s Common Units pursuant to a ROFO Right in accordance with Section 7.2. If NSAM Member or AHI Member, as the case may be, elects not to exercise its ROFO Right in accordance with the ROFO Procedures, then the Initiating Seller shall be permitted to initiate a Company Sale; provided, that prior to consummating such Company Sale, NSAM Member (when AHI Member is the Initiating Seller) or AHI Member (when NSAM Member is the Initiating Seller) shall have the right (the “ROFR Right”), for a period of ten (10) days following receipt of a bona fide written offer from the Third Party Purchaser or in connection with a MBO intending to elect consummate such Company Sale, to cause the auction and sale of purchase all, but not less than all, of the applicable Initiating Seller’s Units on the same terms and conditions as the Third Party Purchaser or in connection with a MBO; provided, that the price for such Units shall be an amount equal to (x) the aggregate cash value of the consideration to be received by the Initiating Seller in connection with such Company Sale (as set forth in a ROFO Notice delivered by the Initiating Seller), multiplied by (y) 1.02. Failure by NSAM Member or AHI Member, as applicable, to deliver notice to the Initiating Seller within such ten (10) -day period shall be deemed an election by NSAM Member or AHI Member, as applicable, not to exercise its assets ROFR Right. If NSAM Member or outstanding Membership AHI Member, as applicable, does not elect to purchase the Initiating Seller’s Common Units, and, if applicable, all other outstanding equity securities, options, warrants or other rights to exercise, purchase or otherwise acquire the Beneficial Ownership of, any Membership Units, of Initiating Seller may consummate the Company in an arm's-length third party transaction for consideration consisting solely of Permitted Consideration (a "Company Sale") in accordance with Sale on the terms and conditions set forth in this Section 8.3the Drag Along Notice. The Proposed Seller shall have the right to exercise its right to effectuate a Company Sale hereunder by providing written notice of such Proposed Seller's intention to effectuate If such Company Sale is not consummated within two hundred seventy (270) days following delivery of the "Drag-Along Notice by the Initiating Seller to NSAM Member or AHI Member, as applicable, then the Initiating Seller may not consummate the Company Sale Notice") to without again complying with all of the Company and each other Memberprovisions of this Section 7.5(e). (bf) The Proposed Seller There shall be free for a period of one hundred eighty (180) days from no liability on the date of delivery part of the Initiating Seller, the Executive Committee or the Company to the Dragged Members or any of their respective Affiliates if any Company Sale Notice is not consummated for any reason. For the avoidance of doubt, the determination of whether to enter into effect a definitive purchase agreement with respect to a proposed Company Sale. The Company Sale shall be conducted pursuant to an auction process by an independent nationally recognized investment banking firm selected by the Proposed Seller (and approved by the DSC Member or AIL Member, as the case may be, which approval shall not be unreasonably withheld) in such manner and on such terms as the Proposed Seller determines, provided that all Members are entitled to receive the same price per Membership Unit, and participate in the transaction on the same terms. No Member shall have the right to participate as a bidder in the auction. The Company and all other Members shall cooperate with the investment banking firm in any Company Sale. The Board shall be kept fully informed and be given the opportunity to participate in the negotiations and discussion concerning the Company Sale process. All Members agree, and will cause their representatives on the Board, to vote in favor of any Company Sale in accordance with this Section 87.5 shall be in the sole and absolute discretion of the Initiating Seller.

Company Sale. (a) Following 7.1 If, on the fifth (5th) anniversary of the closing under the Stock Purchase Agreement, either Initial Member (date hereof or any transferee succeeding anniversary of an Initial Member's entire fifty the date hereof (the “Anniversary Date”), if ten percent (5010%) Percentage Interest in of the Average Daily Trading Volume of the Company’s Common Stock is less than (i) the number of shares of Common Stock Beneficially Owned by Purchaser divided by (such Personii) 240, then Purchaser may elect to deliver to the Company a notice stating that Purchaser desires that the Company be sold (a “Notice of Sale”); provided that, the "Proposed Seller")Notice of Sale must be given by the seventieth (70th) day following the applicable Anniversary Date. 7.2 Upon receipt of a Notice of Sale, the Company shall have actively take steps to engage a qualified investment bank reasonably acceptable to Purchaser to effect the right to elect to cause the auction and sale of all, but not less than all, of the Company or and/or its assets or outstanding Membership Units(the “Sale”) and if the Company shall fail to engage such an investment bank within sixty (60) days of the receipt of the Notice of Sale, andthen Purchaser may engage an independent, unaffiliated investment bank on behalf of the Company to advise the Company and assist it to effect a Sale. The Company shall proceed with reasonable diligence to effect the Sale with the investment bank so engaged. 7.3 Subject to the terms of the Support Agreement, each Existing Shareholder shall vote to approve the Sale (including, if applicable, all other outstanding equity securities, options, warrants through the execution of one or other rights to exercise, purchase or otherwise acquire the Beneficial Ownership of, any Membership Units, more written consents if stockholders of the Company are requested to vote through the execution of an action by written consent in an arm's-length third party transaction for consideration consisting solely lieu of Permitted Consideration (a "Company Sale") in accordance with the terms and conditions set forth in this Section 8.3. The Proposed Seller shall have the right to exercise its right to effectuate a Company Sale hereunder by providing written notice any such meeting of such Proposed Seller's intention to effectuate such Company Sale (the "Company Sale Notice") to the Company and each other Member. (b) The Proposed Seller shall be free for a period of one hundred eighty (180) days from the date of delivery stockholders of the Company Sale Notice to enter into a definitive purchase agreement Company) that may be required so that with respect to a proposed Company stockholder vote to approve a Sale, all Voting Securities held by such Existing Shareholder are voted to approve the Sale. The Each Existing Stockholder further agrees not to take any other actions as a stockholder of the Company that is intended to, or is reasonably likely to, directly or indirectly, circumvent, avoid or nullify the voting arrangements required by this Section 7.3. 7.4 Subject to the terms of the Support Agreement, if any Sale shall be conducted consummated pursuant to an auction process by an independent nationally recognized investment banking firm selected by a tender offer for issued and outstanding shares of Common Stock of the Proposed Seller (and approved by Company, each Existing Shareholder agrees to tender their shares of Common Stock Beneficially Owned, or cause such shares to be tendered, into the DSC Member or AIL Member, as the case may be, which approval tender offer. Each Existing Shareholder shall not withdraw any shares of Common Stock Beneficially Owned so tendered, or cause such shares to be unreasonably withheld) in such manner and on such terms as withdrawn, from the Proposed Seller determines, provided that all Members are entitled to receive the same price per Membership Unit, and participate in the transaction on the same terms. No Member shall have the right to participate as a bidder in the auction. The Company and all other Members shall cooperate with the investment banking firm in tender offer at any Company Sale. The Board shall be kept fully informed and be given the opportunity to participate in the negotiations and discussion concerning the Company Sale process. All Members agree, and will cause their representatives on the Board, to vote in favor of any Company Sale in accordance with this Section 8time.

Company Sale. In the event that (ax) Following the fifth SPE Shareholders do not exercise the Call Option during the Call Option Period or fail to acquire all the Non-SPE Shares from the Non-SPE Shareholders pursuant to the Call Option, and (5thy) anniversary the Promoter Shareholders hold at least 25% of the closing under outstanding Shares on a Fully Diluted Basis, then the Stock Purchase Agreement, either Initial Member Non-SPE Shareholders (or any transferee of an Initial Member's entire fifty percent (50%acting through the Non-SPE Shareholders’ Representative) Percentage Interest in the Company) (such Person, the "Proposed Seller"), shall have the right (but no obligation) during the period between such seventh anniversary and the eighth anniversary of the Closing (the “Sale Exercise Period”),”) to elect require the Company and the SPE Shareholders to cause initiate a process leading to the auction and sale of all, but not less than all, of the Company or its assets or outstanding Membership Unitsthrough an auction process, andas follows: (i) The SPE Shareholders and the Non-SPE Shareholders (acting through the Non-SPE Shareholders’ Representative) shall mutually agree upon an investment bank to represent them in such sale. If after 30 days they are unable to mutually agree upon an investment bank to represent them, if applicable, all other outstanding equity securities, options, warrants or other rights to exercise, purchase or otherwise acquire then the Beneficial Ownership of, any Membership Units, Non-SPE Shareholders shall select the investment bank; (ii) In no event shall the sale price of the Company be less than 90% of its Fair Market Value; (iii) Any such sale (and its process) shall be bona fide and structured and consummated in an arm'ssuch a manner so as to be in full compliance with all Laws; (iv) In no event shall any such sale be made to any of the Persons listed in subclause (ii) through (vii) of the definition of Non-length third party transaction for consideration consisting solely Permitted Transferee; (v) Prior to consummation of Permitted Consideration (a "Company Sale") any such sale, the Non-SPE Shareholders’ Representative shall provide written notice to the SPE Shareholders which shall state the price proposed in accordance with the such sale and all other terms and conditions set forth in this Section 8.3. The Proposed Seller of such sale (which may not include any term or condition that could not reasonably be agreed to or satisfied by the SPE Shareholders), and for a period of 30 days after receiving such notice the SPE Shareholders shall have the right (but no obligation) to exercise its purchase the Company on the same terms and conditions, including price. Such right to effectuate a Company Sale hereunder may be exercised by providing the SPE Shareholders’ delivery of written notice to the Non-SPE Shareholders’ Representative prior to the expiration of such Proposed Seller's intention to effectuate 30-day period. The closing of such Company Sale (sale shall take place at the "Company Sale Notice") to offices of the Company and each other Memberwithin 30 days after delivery of such notice by the SPE Shareholders or, if later, within 30 days after receipt of any necessary Approvals for such sale. (bvi) The Proposed Seller In any such sale, the SPE Shareholders shall not be free for a period of one hundred eighty obligated, without their prior written consent (180) days from the date of delivery of the Company Sale Notice to enter into a definitive purchase agreement with respect to a proposed Company Sale. The Company Sale shall be conducted pursuant to an auction process by an independent nationally recognized investment banking firm selected by the Proposed Seller (and approved by the DSC Member or AIL Member, as the case may be, which approval consent shall not be unreasonably withheldwithheld or delayed), to (A) make any representations and warranties other than (1) customary representations and warranties about the MAA Business (2) representations and warranties analogous to those made in such manner Sections 3.1 through 3.8 and on such terms Section 3.10 of the Share Purchase Agreement by the Sellers (as the Proposed Seller determines, provided that all Members are entitled to receive the same price per Membership Unit, and participate defined in the transaction on the same terms. No Member shall have the right to participate as a bidder in the auction. The Company and all other Members shall cooperate with the investment banking firm in any Company Sale. The Board shall be kept fully informed and be given the opportunity to participate in the negotiations and discussion concerning the Company Sale process. All Members agree, and will cause their representatives on the BoardShare Purchase Agreement), to vote in favor the SPE Shareholders, (3) agree to any non-competition, non-solicitation or other restrictive covenant, (4) agree to any term not equally applicable to the Non-SPE Shareholders, (5) agree to any escrow of purchase price, or (6) agree to any Company Sale in accordance with this Section 8indemnities other than for breach of the representations and warranties given by the SPE Shareholders.

Company Sale. (a) Following If at any time following the fifth seventh (5th7th) anniversary of the closing under the Stock Purchase AgreementEffective Date, either Initial AHI Member or NSAM Member (the “Initiating Seller”) desires to cause a Company Sale to an unrelated and unaffiliated third party purchaser (each, a “Third Party Purchaser”) or in connection with a MBO, then the Initiating Seller shall notify the other Members of its desire to effect a Company Sale at least thirty (30) days prior to marketing or otherwise engaging in any transferee of an Initial Member's entire fifty percent discussions, solicitations or negotiations with any potential Third Party Purchaser or in connection with a MBO; provided, however, AHI Member may initiate a Company Sale at any time when the NSAM Designation Threshold is not met and NSAM Member may initiate a Company Sale at any time when the AHI Designation Threshold is not met. Following such thirty (50%30) Percentage Interest day period, the Initiating Seller shall be permitted to engage in discussions and negotiations with prospective Third Party Purchasers or in connection with a MBO, and in furtherance thereof shall (in the Companycase of AHI Member, so long as the AHI Designation Threshold is met, and in the case of NSAM Member, so long as the NSAM Designation Threshold is met) (such Person, the "Proposed Seller"), shall have the right to elect to cause require the auction other Members (the “Dragged Members”) to, and the Dragged Members shall, (i) if such Transfer is structured as a sale of allUnits, but not less than allTransfer, or cause to be Transferred, to the Third Party Purchaser or in connection with a MBO all of the Company Units held by the Dragged Members, or its (ii) if such Transfer is structured as a merger, consolidation or sale of all or substantially all of the assets of the Company, waive dissenters’ rights, appraisal rights or outstanding Membership Units, andsimilar rights, if applicableany, all other outstanding equity securities, options, warrants or other which the Dragged Members may have in connection therewith. The rights to exercise, purchase or otherwise acquire the Beneficial Ownership of, any Membership Units, of the Company in an arm's-length third party transaction for consideration consisting solely of Permitted Consideration Initiating Seller under this Section 7.5 shall be exercisable by written notice (a "“Drag Along Notice”) delivered by the Initiating Seller to the Dragged Members and the Company no later than ten (10) Business Days prior to the execution of a definitive agreement with regard to such Company Sale", which shall state (A) in accordance with that the terms and conditions set forth in this Section 8.3. The Proposed Initiating Seller shall have the right proposes to exercise its right to effectuate effect a Company Sale hereunder Sale, (B) the proposed purchase price to be paid by providing written notice of such Proposed Seller's intention the Third Party Purchaser or in connection with a MBO pursuant to effectuate such Company Sale (the "“Company Sale Notice"Consideration”), and (C) to the other principal terms of such Company and each other MemberSale. (b) The Proposed Seller Prior to or in connection with the closing of any such proposed Company Sale, each Dragged Member shall execute any purchase agreement or other certificates, instruments and other agreements required to consummate the proposed Company Sale, including making individual representations and warranties, which shall be free for borne solely by such Dragged Member, and requisite indemnifications to the Third Party Purchaser or in connection with a period MBO; provided, however, that (i) any such purchase agreement or other certificates, instruments and other agreements shall be on terms no less favorable to the Dragged Members than those executed by the Initiating Seller in connection with such Company Sale except as a result of one hundred eighty (180) days from the date of delivery different rights of the Units pursuant to Section 4.1 and any customary employment-related compensation, (ii) the Dragged Members shall not be required to make any representations or warranties regarding the Company and (iii) any indemnification obligations and liabilities owed to the Third Party Purchaser or in connection with a MBO by the Initiating Seller and by the Dragged Members (including any escrows, holdbacks or adjustments in purchase price) shall be made on a several (but not joint) basis, pro rata in accordance with the portion of the aggregate consideration payable in connection with such Company Sale Notice to the Initiating Seller and the Dragged Members and shall be limited, with respect to each Dragged Member, to the aggregate consideration payable in connection with such Company Sale to such Dragged Member; provided, that, (A) in the case of indemnifications obligations and liabilities arising as a result of a breach of a representation or warranty relating specifically to a particular seller, such indemnification shall be borne solely by such seller and (B) except as set forth in Section 7.5(c), NSAM Member shall not be required to enter into any non-competition, non-solicitation or other similar restrictive covenants in connection with the Company Sale. At the closing of any such proposed Company Sale, the Dragged Members shall deliver to the Third Party Purchaser or in connection with a definitive purchase agreement MBO (x) such instruments of transfer as shall be reasonably requested by the Third Party Purchaser or in connection with a MBO with respect to a proposed the Units to be Transferred, against payment of the purchase price therefor in such Company SaleSale (subject to any holdbacks, escrows or adjustments in purchase price) and (y) the Dragged Members’ Units in the Company, free and clear of any liens or encumbrances (other than those created by this Agreement or under applicable securities laws). The Company Sale Executive Committee shall be conducted pursuant consent to an auction process by an independent nationally recognized investment banking firm selected by the Proposed Seller (and approved by the DSC Member or AIL Member, as the case may be, which approval shall not be unreasonably withheld) in such manner and on such terms as the Proposed Seller determines, provided that all Members are entitled to receive the same price per Membership Unit, and participate in the transaction on the same terms. No Member shall have the right to participate as a bidder in the auction. The Company and all other Members shall cooperate with the investment banking firm in any Company Sale. The Board shall be kept fully informed and be given the opportunity to participate in the negotiations and discussion concerning the Company Sale process. All Members agree, and will cause their representatives on the Board, to vote in favor of any Company Sale effected in accordance with this Section 87.5, and the Initiating Seller and Dragged Members shall each use their reasonable best efforts to obtain all other necessary consents from third parties and take such other actions as may be reasonably necessary or reasonably requested by the Initiating Seller to consummate any Company Sale. Prior to consummation of a Company Sale, the Executive Committee shall prepare and deliver to the Members an allocation schedule, allocating the Company Sale Consideration amongst the different classes of Units of the Company (the “Company Sale Allocation Schedule”). The Company Sale Allocation Schedule shall be prepared in the Executive Committee’s good faith judgment, based upon the advice of, and valuation by, a reputable and independent, nationally recognized financial advisor. If and when received, the Company Sale Consideration shall be allocated to the Members in accordance with the Company Sale Allocation Schedule. The Company Sale Allocation Schedule shall be final and binding on all Members absent manifest error. (c) In connection with a Company Sale in which (i) AHI Member is the Initiating Seller, NSAM Member agrees to (x) enter into a customary two-year non-solicitation agreement and (y) extend the term of its exclusivity covenants set forth in the Exclusivity Letter for the period provided in paragraph 1(b) thereof, in each case, for the benefit of the Third Party Purchaser (or in connection with a MBO) or (ii) NSAM Member is the Initiating Seller, each Principal agrees to extend the term of the non-solicit and non-compete covenants set forth in its Non-Compete Agreement for the benefit of the Third Party Purchaser (or in connection with a MBO) for a period not to exceed two years from the closing date of such Company Sale if, at any time during the six (6) month period immediately preceding such Principal’s receipt of the Drag Along Notice, such Principal held a direct or indirect ownership interest in the Company, or served as an employee or consultant to the Company or any of its Subsidiaries. (d) In the event that a Company Sale is effectuated through a business combination (whether by way of merger, recapitalization or otherwise) or asset sale, the Company and the Members shall take, or cause to be taken, all action, and do, or cause to be done, all things reasonably necessary, advisable or reasonably requested by the Initiating Seller to consummate and make effective the business combination.

Company Sale. (a) Following Notwithstanding anything contained in this Agreement to the fifth (5th) anniversary of contrary, nothing in this Agreement shall limit, restrict, or prohibit the closing under the Stock Purchase Agreement, either Initial Member (or any transferee of an Initial Member's entire fifty percent (50%) Percentage Interest in the Company) (such Person, the "Proposed Seller"), shall have the right to elect to cause the auction and sale of all, but not less than all, of the Company Seller or its assets Representatives from soliciting, encouraging, initiating, reviewing, accepting, supporting, approving, participating in any negotiations or outstanding Membership Unitsdiscussions with respect to, and, if applicable, all other outstanding equity securities, options, warrants or other rights to exercise, purchase entering into any contract or otherwise acquire the Beneficial Ownership ofagreement in principal concerning, any Membership Unitsinquiry, of the Company in an arm's-length third party transaction offer or proposal (formal or informal, oral, written, or otherwise) for consideration consisting solely of Permitted Consideration (a "Company Sale") in accordance with the terms and conditions set forth in this Section 8.3. The Proposed Seller shall have the right to exercise its right to effectuate a Company Sale hereunder by providing written notice of such Proposed Seller's intention to effectuate such Company Sale (the "Company Sale Notice") or disclosing information relating to the Company and each other MemberSeller to any Person in connection therewith. (b) The Proposed Seller shall not consummate a Company Sale on or prior to the Closing unless the buyer or the surviving entity in such transaction (a “Company Buyer”) agrees to be free for bound by the terms and provisions of this Agreement, assumes all of the obligations of the Seller hereunder and reaffirms the representations and warranties of the Seller contained herein. (c) In the event that on or prior to the Closing (i) a period Company Buyer that has assumed the obligations of one hundred eighty the Seller pursuant to subsection (180b) days above commits a material breach (or causes the Seller to commit a material breach) of the Seller’s obligations set forth in Section 7.5 and does not cure such material breach within five (5) Business Days after receipt of notice thereof from Buyer, (ii) such uncured material breach causes a closing condition that was within Company Buyer’s or Seller’s control to become incapable of fulfillment on or prior to the Termination Date, and (iii) as a result thereof, the Buyer has the right to terminate this Agreement pursuant to Section 12.1(f) and in fact terminates this Agreement in accordance with such Section 12.1(f) prior to the Termination Date, then upon the Buyer’s written request made to the Company Buyer within two (2) Business Days after the effective date of such termination, the Company Buyer shall pay a fee of $2,000,000 by wire transfer of immediately available funds to an account designated in writing by the Buyer within ten (10) Business Days after its receipt of such written request from the date of delivery of Buyer (the Company Sale Notice “Break Up Fee”); provided, however, that (A) if Buyer elects to enter into a definitive purchase agreement make such request, the Break Up Fee shall be its sole and exclusive remedy with respect to a proposed Company Sale. The Company Sale such material breach and with respect to any other Damages arising from or relating to this Agreement, and Buyer shall be conducted pursuant deemed to an auction process by an independent nationally recognized investment banking firm selected by have waived, relinquished and released any and all other rights and remedies that it may have at law or in equity arising from or relating to this Agreement, and (B) the Proposed Seller (and approved by the DSC Member or AIL Member, as the case may be, which approval Company Buyer shall not be unreasonably withheld) in such manner obligated to pay the Break Up Fee unless Buyer executes and on such terms as the Proposed Seller determines, provided that all Members are entitled delivers to receive the same price per Membership Unit, and participate in the transaction on the same terms. No Member shall have the right to participate as a bidder in the auction. The Company and all other Members shall cooperate with the investment banking firm in any Company Sale. The Board shall be kept fully informed and be given the opportunity to participate in the negotiations and discussion concerning the Company Sale process. All Members agreeBuyer, together with its request for the Break Up Fee, a general release of Seller, Company Buyer and will cause their representatives on respective Affiliates and Representatives from all claims and other Damages arising from or relating to this Agreement, which general release shall become effective immediately and automatically upon payment of the Board, Break Up Fee to vote in favor of any Company Sale in accordance with this Section 8the account designated by Buyer as provided above.

Company Sale. In the event that (ax) Following the fifth SPE Shareholders do not exercise the Call Option during the Call Option Period or fail to acquire all the Non-SPE Shares from the Non-SPE Shareholders pursuant to the Call Option, and (5thy) anniversary the Promoter Shareholders hold at least 25% of the closing under outstanding Shares on a Fully Diluted Basis, then the Stock Purchase Agreement, either Initial Member Non-SPE Shareholders (or any transferee of an Initial Member's entire fifty percent (50%acting through the Non-SPE Shareholders’ Representative) Percentage Interest in the Company) (such Person, the "Proposed Seller"), shall have the right (but no obligation) during the period between such seventh anniversary and the eighth anniversary of the Closing (the “Sale Exercise Period”) to elect require the Company and the SPE Shareholders to cause initiate a process leading to the auction and sale of all, but not less than all, of the Company or its assets or outstanding Membership Unitsthrough an auction process, andas follows: (i) The SPE Shareholders and the Non-SPE Shareholders (acting through the Non-SPE Shareholders’ Representative) shall mutually agree upon an investment bank to represent them in such sale. If after 30 days they are unable to mutually agree upon an investment bank to represent them, if applicable, all other outstanding equity securities, options, warrants or other rights to exercise, purchase or otherwise acquire then the Beneficial Ownership of, any Membership Units, Non-SPE Shareholders shall select the investment bank; (ii) In no event shall the sale price of the Company be less than 90% of its Fair Market Value; (iii) Any such sale (and its process) shall be bona fide and structured and consummated in an arm'ssuch a manner so as to be in full compliance with all Laws; (iv) In no event shall any such sale be made to any of the Persons listed in subclause (ii) through (vii) of the definition of Non-length third party transaction for consideration consisting solely Permitted Transferee; (v) Prior to consummation of Permitted Consideration (a "Company Sale") any such sale, the Non-SPE Shareholders’ Representative shall provide written notice to the SPE Shareholders which shall state the price proposed in accordance with the such sale and all other terms and conditions set forth in this Section 8.3. The Proposed Seller of such sale (which may not include any term or condition that could not reasonably be agreed to or satisfied by the SPE Shareholders), and for a period of 30 days after receiving such notice the SPE Shareholders shall have the right (but no obligation) to exercise its purchase the Company on the same terms and conditions, including price. Such right to effectuate a Company Sale hereunder may be exercised by providing the SPE Shareholders’ delivery of written notice to the Non-SPE Shareholders’ Representative prior to the expiration of such Proposed Seller's intention to effectuate 30-day period. The closing of such Company Sale (sale shall take place at the "Company Sale Notice") to offices of the Company and each other Memberwithin 30 days after delivery of such notice by the SPE Shareholders or, if later, within 30 days after receipt of any necessary Approvals for such sale. (bvi) The Proposed Seller In any such sale, the SPE Shareholders shall not be free for a period of one hundred eighty obligated, without their prior written consent (180) days from the date of delivery of the Company Sale Notice to enter into a definitive purchase agreement with respect to a proposed Company Sale. The Company Sale shall be conducted pursuant to an auction process by an independent nationally recognized investment banking firm selected by the Proposed Seller (and approved by the DSC Member or AIL Member, as the case may be, which approval consent shall not be unreasonably withheldwithheld or delayed), to (A) make any representations and warranties other than (1) customary representations and warranties about the MAA Business (2) representations and warranties analogous to those made in such manner Sections 3.1 through 3.8 and on such terms Section 3.10 of the Share Purchase Agreement by the Sellers (as the Proposed Seller determines, provided that all Members are entitled to receive the same price per Membership Unit, and participate defined in the transaction on the same terms. No Member shall have the right to participate as a bidder in the auction. The Company and all other Members shall cooperate with the investment banking firm in any Company Sale. The Board shall be kept fully informed and be given the opportunity to participate in the negotiations and discussion concerning the Company Sale process. All Members agree, and will cause their representatives on the BoardShare Purchase Agreement), to vote in favor the SPE Shareholders, (3) agree to any non-competition, non-solicitation or other restrictive covenant, (4) agree to any term not equally applicable to the Non-SPE Shareholders, (5) agree to any escrow of purchase price, or (6) agree to any Company Sale in accordance with this Section 8indemnities other than for breach of the representations and warranties given by the SPE Shareholders.