Common use of Company Sale Clause in Contracts

Company Sale. (a) If (i) the Board of Directors and the Majority Class B Holders approve a Company Sale (an “Approved Company Sale”), then, subject to Section 10.3(b), each Member shall consent to and raise no objections against the Approved Company Sale. If the Approved Company Sale is structured as a sale of assets, merger or consolidation, then each Member shall vote for or consent to, and waive any dissenters rights, appraisal rights or similar rights in connection with, such sale, merger or consolidation. If the Approved Company Sale is structured as a Transfer of Units, then each Member shall Transfer all of his, her or its Units and rights to acquire Units on the terms and conditions approved by Members that were required to approve such Approved Company Sale (the Majority Class B Holders, the “Triggering Member”). Each Member shall take all necessary or desirable actions in connection with the consummation of an Approved Company Sale as requested by the Triggering Member, including executing a sale contract. (b) The obligations of the Members with respect to an Approved Company Sale are subject to the satisfaction of the following conditions: (i) each Member shall receive the same form of consideration or, if any holders of Units are given an option as to the form or amount of consideration to be received, each holder of Units shall be given the same option; (ii) each holder of then currently exercisable rights to acquire Units shall be given an opportunity to exercise such rights prior to the consummation of the Approved Company Sale and participate in such sale as a holder of such Units; and (iii) the consideration payable upon consummation of such Approved Company Sale to all Members in respect of their Units shall be apportioned (subject to adjustment for Company expenses, purchase price adjustments, escrow amounts, purchase price holdbacks, indemnity obligations and other similar items) among the Members in respect of their Units that are subject to such Approved Company Sale in accordance with the distribution priorities set forth in Section 4.1(b), after giving effect to all prior Distributions (for each Member, such Member’s “Pro Rata Share”) and, to the extent different forms of consideration are received (subject to (i) above to the extent Members have the option as to the form), each Member shall receive its Pro Rata Share of each form of such consideration; provided that, in the event that any securities are part of the consideration payable to the Members, each Member that is not an “accredited investor” as such term is defined under the Securities Act may, in the sole discretion of the Triggering Member, receive, and hereby agrees to accept, in lieu of such securities, cash consideration with an equivalent value to such securities as determined in good faith by the Board of Directors. (c) Each Member transferring Units pursuant to this Section 10.3 shall pay its Pro Rata Share of the expenses incurred on behalf of the Members in connection with such Transfer and shall be obligated to join in any indemnification, escrow, purchase price holdbacks or other obligations that the Triggering Member agrees to provide or undertake in connection with such Approved Company Sale (other than any such obligations that relate specifically to a particular Member such as indemnification with respect to representations and warranties given by a Member regarding such Member’s title to and ownership of Units and except to the extent that the prospective transferee permits a Member to give a guarantee, letter of credit or other mechanism in lieu of an escrow or holdback (which shall be dealt with on an individual basis)); provided that (i) the liability resulting from any such indemnity or similar obligation shall be several and not joint as among the Members, (ii) no holder shall be obligated in connection with such Approved Company Sale to agree to indemnify or hold harmless the purchasers with respect to an amount in excess of the net cash proceeds paid to such holder in connection with such Approved Company Sale and (iii) the liability resulting from any such indemnity or similar obligation shall be assessed among the holders of the Class B Units and Class C Units based on the amount of consideration such holders would have received in such Approved Company Sale if the aggregate purchase price had been reduced by the amount of such liability. (d) The restrictions and requirements set forth in this Section 10.3 shall continue with respect to the Units and the Members until the consummation of a Qualified Public Offering.

Company Sale. In the event that (ax) If the 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 (y) the Promoter Shareholders hold at least 25% of the outstanding Shares on a Fully Diluted Basis, then the Non-SPE Shareholders (acting through the Non-SPE Shareholders’ Representative) 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 require the Company and the SPE Shareholders to initiate a process leading to the sale of the Company through an auction process, as follows: (i) the Board of Directors The SPE Shareholders and the Majority Class B Holders approve a Company Sale Non-SPE Shareholders (acting through the Non-SPE Shareholders’ Representative) shall mutually agree upon an “Approved Company Sale”), then, subject investment bank to Section 10.3(b), each Member shall consent to and raise no objections against the Approved Company Salerepresent them in such sale. If the Approved Company Sale is structured as a sale of assets, merger or consolidationafter 30 days they are unable to mutually agree upon an investment bank to represent them, then each Member the Non-SPE Shareholders shall vote for or consent to, 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 waive its process) shall be bona fide and structured and consummated in such a manner so as to be in full compliance with all Laws; (iv) In no event shall any dissenters rights, appraisal rights or similar rights such sale be made to any of the Persons listed in connection with, subclause (ii) through (vii) of the definition of Non-Permitted Transferee; (v) Prior to consummation of any such sale, merger or consolidation. If the Approved Company Sale is structured as a Transfer of Units, then each Member Non-SPE Shareholders’ Representative shall Transfer provide written notice to the SPE Shareholders which shall state the price proposed in such sale and all of his, her or its Units and rights to acquire Units on the other terms and conditions approved of such sale (which may not include any term or condition that could not reasonably be agreed to or satisfied by Members that were required 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 approve purchase the Company on the same terms and conditions, including price. Such right may be exercised by the SPE Shareholders’ delivery of written notice to the Non-SPE Shareholders’ Representative prior to the expiration of such Approved Company Sale (the Majority Class B Holders, the “Triggering Member”)30-day period. Each Member The closing of such sale shall take all necessary or desirable actions in connection with place at the consummation offices of an Approved the Company Sale as requested within 30 days after delivery of such notice by the Triggering MemberSPE Shareholders or, including executing a sale contractif later, within 30 days after receipt of any necessary Approvals for such sale. (bvi) The obligations In any such sale, the SPE Shareholders shall not be obligated, without their prior written consent (which consent shall not be unreasonably withheld 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 Sections 3.1 through 3.8 and Section 3.10 of the Members with respect to an Approved Company Sale are subject to Share Purchase Agreement by the satisfaction of Sellers (as defined in the following conditions: (i) each Member shall receive the same form of consideration or, if any holders of Units are given an option as to the form or amount of consideration to be received, each holder of Units shall be given the same option; (ii) each holder of then currently exercisable rights to acquire Units shall be given an opportunity to exercise such rights prior to the consummation of the Approved Company Sale and participate in such sale as a holder of such Units; and (iii) the consideration payable upon consummation of such Approved Company Sale to all Members in respect of their Units shall be apportioned (subject to adjustment for Company expenses, purchase price adjustments, escrow amounts, purchase price holdbacks, indemnity obligations and other similar items) among the Members in respect of their Units that are subject to such Approved Company Sale in accordance with the distribution priorities set forth in Section 4.1(bShare Purchase Agreement), after giving effect to all prior Distributions (for each Member, such Member’s “Pro Rata Share”) and, to the extent different forms of consideration are received SPE Shareholders, (subject 3) agree to any non-competition, non-solicitation or other restrictive covenant, (i4) above agree to any term not equally applicable to the extent Members have the option as Non-SPE Shareholders, (5) agree to the form)any escrow of purchase price, each Member shall receive its Pro Rata Share of each form of such consideration; provided that, in the event that or (6) agree to any securities are part indemnities other than for breach of the consideration payable to the Members, each Member that is not an “accredited investor” as such term is defined under the Securities Act may, in the sole discretion of the Triggering Member, receive, and hereby agrees to accept, in lieu of such securities, cash consideration with an equivalent value to such securities as determined in good faith by the Board of Directors. (c) Each Member transferring Units pursuant to this Section 10.3 shall pay its Pro Rata Share of the expenses incurred on behalf of the Members in connection with such Transfer and shall be obligated to join in any indemnification, escrow, purchase price holdbacks or other obligations that the Triggering Member agrees to provide or undertake in connection with such Approved Company Sale (other than any such obligations that relate specifically to a particular Member such as indemnification with respect to representations and warranties given by a Member regarding such Member’s title to and ownership of Units and except to the extent that the prospective transferee permits a Member to give a guarantee, letter of credit or other mechanism in lieu of an escrow or holdback (which shall be dealt with on an individual basis)); provided that (i) the liability resulting from any such indemnity or similar obligation shall be several and not joint as among the Members, (ii) no holder shall be obligated in connection with such Approved Company Sale to agree to indemnify or hold harmless the purchasers with respect to an amount in excess of the net cash proceeds paid to such holder in connection with such Approved Company Sale and (iii) the liability resulting from any such indemnity or similar obligation shall be assessed among the holders of the Class B Units and Class C Units based on the amount of consideration such holders would have received in such Approved Company Sale if the aggregate purchase price had been reduced by the amount of such liabilitySPE Shareholders. (d) The restrictions and requirements set forth in this Section 10.3 shall continue with respect to the Units and the Members until the consummation of a Qualified Public Offering.

Company Sale. (a) If Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement shall limit, restrict, or prohibit the Seller or its Representatives from soliciting, encouraging, initiating, reviewing, accepting, supporting, approving, participating in any negotiations or discussions with respect to, or entering into any contract or agreement in principal concerning, any inquiry, offer or proposal (iformal or informal, oral, written, or otherwise) the Board of Directors and the Majority Class B Holders approve for a Company Sale (an “Approved Company Sale”), then, subject or disclosing information relating to Section 10.3(b), each Member shall consent the Seller to and raise no objections against the Approved Company Sale. If the Approved Company Sale is structured as a sale of assets, merger or consolidation, then each Member shall vote for or consent to, and waive any dissenters rights, appraisal rights or similar rights Person in connection with, such sale, merger or consolidation. If the Approved Company Sale is structured as a Transfer of Units, then each Member shall Transfer all of his, her or its Units and rights to acquire Units on the terms and conditions approved by Members that were required to approve such Approved Company Sale (the Majority Class B Holders, the “Triggering Member”). Each Member shall take all necessary or desirable actions in connection with the consummation of an Approved Company Sale as requested by the Triggering Member, including executing a sale contracttherewith. (b) The 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 bound by the terms and provisions of this Agreement, assumes all of the obligations of the Members with respect to an Approved Company Sale are subject to Seller hereunder and reaffirms the satisfaction representations and warranties of the following conditions: (i) each Member shall receive the same form of consideration or, if any holders of Units are given an option as to the form or amount of consideration to be received, each holder of Units shall be given the same option; (ii) each holder of then currently exercisable rights to acquire Units shall be given an opportunity to exercise such rights prior to the consummation of the Approved Company Sale and participate in such sale as a holder of such Units; and (iii) the consideration payable upon consummation of such Approved Company Sale to all Members in respect of their Units shall be apportioned (subject to adjustment for Company expenses, purchase price adjustments, escrow amounts, purchase price holdbacks, indemnity obligations and other similar items) among the Members in respect of their Units that are subject to such Approved Company Sale in accordance with the distribution priorities set forth in Section 4.1(b), after giving effect to all prior Distributions (for each Member, such Member’s “Pro Rata Share”) and, to the extent different forms of consideration are received (subject to (i) above to the extent Members have the option as to the form), each Member shall receive its Pro Rata Share of each form of such consideration; provided that, in the event that any securities are part of the consideration payable to the Members, each Member that is not an “accredited investor” as such term is defined under the Securities Act may, in the sole discretion of the Triggering Member, receive, and hereby agrees to accept, in lieu of such securities, cash consideration with an equivalent value to such securities as determined in good faith by the Board of DirectorsSeller contained herein. (c) Each Member transferring Units pursuant to this Section 10.3 shall pay its Pro Rata Share of In the expenses incurred event that on behalf of the Members in connection with such Transfer and shall be obligated to join in any indemnification, escrow, purchase price holdbacks or other obligations that the Triggering Member agrees to provide or undertake in connection with such Approved Company Sale (other than any such obligations that relate specifically to a particular Member such as indemnification with respect to representations and warranties given by a Member regarding such Member’s title to and ownership of Units and except prior to the extent that the prospective transferee permits a Member to give a guarantee, letter of credit or other mechanism in lieu of an escrow or holdback (which shall be dealt with on an individual basis)); provided that Closing (i) a Company Buyer that has assumed the liability resulting obligations of the Seller pursuant to subsection (b) 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 any such indemnity or similar obligation shall be several and not joint as among the MembersBuyer, (ii) no holder shall be obligated in connection with such Approved uncured material breach causes a closing condition that was within Company Sale Buyer’s or Seller’s control to agree become incapable of fulfillment on or prior to indemnify or hold harmless the purchasers with respect to an amount in excess of the net cash proceeds paid to such holder in connection with such Approved Company Sale Termination Date, and (iii) as a result thereof, the liability resulting 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 any the Buyer (the “Break Up Fee”); provided, however, that (A) if Buyer elects to make such indemnity or similar obligation request, the Break Up Fee shall be assessed among the holders of the Class B Units its sole and Class C Units based on the amount of consideration such holders would have received in such Approved Company Sale if the aggregate purchase price had been reduced by the amount of such liability. (d) The restrictions and requirements set forth in this Section 10.3 shall continue exclusive remedy with respect to such material breach and with respect to any other Damages arising from or relating to this Agreement, and Buyer shall be deemed to 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 Units Company Buyer shall not be obligated to pay the Break Up Fee unless Buyer executes and delivers to the Members until Company Buyer, together with its request for the consummation Break Up Fee, a general release of a Qualified Public OfferingSeller, Company Buyer and their 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 Break Up Fee to the account designated by Buyer as provided above.

Company Sale. (a) If at any time following the seventh (7th) anniversary of the Effective Date, 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 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 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) have the right to require the other Members (the “Dragged Members”) to, and the Dragged Members shall, (i) the Board of Directors and the Majority Class B Holders approve a Company Sale (an “Approved Company Sale”), then, subject to Section 10.3(b), each Member shall consent to and raise no objections against the Approved Company Sale. If the Approved Company Sale if such Transfer is structured as a sale of assetsUnits, merger Transfer, or consolidationcause to be Transferred, then each Member shall vote for to the Third Party Purchaser or consent toin connection with a MBO all of the Units held by the Dragged Members, and 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 any dissenters dissenters’ rights, appraisal rights or similar rights rights, if any, which the Dragged Members may have in connection withtherewith. 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 sale, merger or consolidation. If the Approved Company Sale is structured as a Transfer of Units, then each Member shall Transfer all of his, her or its Units and rights to acquire Units on the terms and conditions approved by Members that were required to approve such Approved Company Sale (the Majority Class B Holders, the “Triggering MemberCompany Sale Consideration”). Each Member shall take all necessary or desirable actions in connection with , and (C) the consummation other principal terms of an Approved such Company Sale as requested by the Triggering Member, including executing a sale contractSale. (b) The obligations 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 Members with respect to an Approved proposed Company Sale are subject Sale, including making individual representations and warranties, which shall be borne solely by such Dragged Member, and requisite indemnifications to the satisfaction of the following conditions: Third Party Purchaser or in connection with a MBO; provided, however, that (i) each Member any such purchase agreement or other certificates, instruments and other agreements shall receive the same form of consideration or, if any holders of Units are given an option as be on terms no less favorable to the form or amount Dragged Members than those executed by the Initiating Seller in connection with such Company Sale except as a result of consideration different rights of the Units pursuant to be receivedSection 4.1 and any customary employment-related compensation, each holder of Units shall be given the same option; (ii) each holder of then currently exercisable rights the Dragged Members shall not be required to acquire Units shall be given an opportunity to exercise such rights prior to make any representations or warranties regarding the consummation of the Approved Company Sale and participate in such sale as a holder of such Units; and (iii) any indemnification obligations and liabilities owed to the consideration payable upon consummation of such Approved Company Sale to all 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 respect of their Units purchase price) shall be apportioned made on a several (subject to adjustment for Company expensesbut not joint) basis, purchase price adjustments, escrow amounts, purchase price holdbacks, indemnity obligations and other similar items) among the Members in respect of their Units that are subject to such Approved Company Sale pro rata in accordance with the distribution priorities 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 4.1(b7.5(c), after giving effect NSAM Member shall not be required to all prior Distributions (for each Memberenter into any non-competition, non-solicitation or other similar restrictive covenants in connection with the Company Sale. At the closing of any such Member’s “Pro Rata Share”) andproposed Company Sale, the Dragged Members shall deliver to the extent different forms Third Party Purchaser or in connection with a MBO (x) such instruments of consideration are received 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 (iy) above 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 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 extent Members have an allocation schedule, allocating the option as 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 form), each Member Members in accordance with the Company Sale Allocation Schedule. The Company Sale Allocation Schedule shall receive its Pro Rata Share of each form of such consideration; provided that, in the event that any securities are part of the consideration payable to the Members, each Member that is not an “accredited investor” as such term is defined under the Securities Act may, in the sole discretion of the Triggering Member, receive, be final and hereby agrees to accept, in lieu of such securities, cash consideration with an equivalent value to such securities as determined in good faith by the Board of Directorsbinding on all Members absent manifest error. (c) Each In connection with a Company Sale in which (i) AHI Member transferring Units pursuant is the Initiating Seller, NSAM Member agrees to this Section 10.3 shall pay (x) enter into a customary two-year non-solicitation agreement and (y) extend the term of its Pro Rata Share 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 expenses incurred on behalf of the Members Third Party Purchaser (or in connection with such Transfer and shall be obligated to join in any indemnificationa MBO) or (ii) NSAM Member is the Initiating Seller, escrow, purchase price holdbacks or other obligations that the Triggering Member each Principal agrees to provide 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 undertake in connection with a MBO) for a period not to exceed two years from the closing date of such Approved Company Sale if, at any time during the six (other than any 6) month period immediately preceding such obligations that relate specifically to Principal’s receipt of the Drag Along Notice, such Principal held a particular Member such direct or indirect ownership interest in the Company, or served as indemnification with respect to representations and warranties given by a Member regarding such Member’s title to and ownership of Units and except an employee or consultant to the extent that the prospective transferee permits a Member to give a guarantee, letter Company or any of credit or other mechanism in lieu of an escrow or holdback (which shall be dealt with on an individual basis)); provided that (i) the liability resulting from any such indemnity or similar obligation shall be several and not joint as among the Members, (ii) no holder shall be obligated in connection with such Approved Company Sale to agree to indemnify or hold harmless the purchasers with respect to an amount in excess of the net cash proceeds paid to such holder in connection with such Approved Company Sale and (iii) the liability resulting from any such indemnity or similar obligation shall be assessed among the holders of the Class B Units and Class C Units based on the amount of consideration such holders would have received in such Approved Company Sale if the aggregate purchase price had been reduced by the amount of such liabilityits Subsidiaries. (d) The restrictions and requirements set forth in this Section 10.3 shall continue with respect to In the Units 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 until 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 consummation of a Qualified Public OfferingInitiating Seller to consummate and make effective the business combination.

Company Sale. (a) If at any time following the seventh (7th) anniversary of the Effective Date, 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 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 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) have the right to require the other Members (the “Dragged Members”) to, and the Dragged Members shall, (i) the Board of Directors and the Majority Class B Holders approve a Company Sale (an “Approved Company Sale”), then, subject to Section 10.3(b), each Member shall consent to and raise no objections against the Approved Company Sale. If the Approved Company Sale if such Transfer is structured as a sale of assetsUnits, merger Transfer, or consolidationcause to be Transferred, then each Member shall vote for to the Third Party Purchaser or consent toin connection with a MBO all of the Units held by the Dragged Members, and 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 any dissenters dissenters’ rights, appraisal rights or similar rights rights, if any, which the Dragged Members may have in connection withtherewith. 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 saleindemnification shall be borne solely by such seller and (B) except as set forth in Section 7.5(c), merger NSAM Member shall not be required to enter into any non-competition, non-solicitation or consolidationother 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 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 Approved 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 structured 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 Transfer 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 consummate such Company Sale, to 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 ROFR Right. If NSAM Member or AHI Member, as applicable, does not elect to purchase the Initiating Seller’s Common Units, then each Member shall Transfer all of his, her or its Units and rights to acquire Units the Initiating Seller may consummate the Company Sale on the terms and conditions approved by Members that were required to approve set forth in the Drag Along Notice. If such Approved Company Sale is not consummated within two hundred seventy (270) days following delivery of the Majority Class B HoldersDrag-Along Notice by the Initiating Seller to NSAM Member or AHI Member, as applicable, then the “Triggering Member”). Each Member shall take all necessary or desirable actions in connection with Initiating Seller may not consummate the consummation of an Approved Company Sale as requested by without again complying with all of the Triggering Member, including executing a sale contractprovisions of this Section 7.5(e). (bf) The obligations There shall be no liability on the part of the Initiating Seller, the Executive Committee or the Company to the Dragged Members with respect to an Approved or any of their respective Affiliates if any Company Sale are subject is not consummated for any reason. For the avoidance of doubt, the determination of whether to the satisfaction of the following conditions: (i) each Member shall receive the same form of consideration or, if any holders of Units are given an option as to the form or amount of consideration to be received, each holder of Units shall be given the same option; (ii) each holder of then currently exercisable rights to acquire Units shall be given an opportunity to exercise such rights prior to the consummation of the Approved Company Sale and participate in such sale as effect a holder of such Units; and (iii) the consideration payable upon consummation of such Approved Company Sale to all Members in respect of their Units shall be apportioned (subject to adjustment for Company expenses, purchase price adjustments, escrow amounts, purchase price holdbacks, indemnity obligations and other similar items) among the Members in respect of their Units that are subject to such Approved Company Sale in accordance with the distribution priorities set forth in Section 4.1(b), after giving effect to all prior Distributions (for each Member, such Member’s “Pro Rata Share”) and, to the extent different forms of consideration are received (subject to (i) above to the extent Members have the option as to the form), each Member 7.5 shall receive its Pro Rata Share of each form of such consideration; provided that, in the event that any securities are part of the consideration payable to the Members, each Member that is not an “accredited investor” as such term is defined under the Securities Act may, be in the sole and absolute discretion of the Triggering Member, receive, and hereby agrees to accept, in lieu of such securities, cash consideration with an equivalent value to such securities as determined in good faith by the Board of DirectorsInitiating Seller. (c) Each Member transferring Units pursuant to this Section 10.3 shall pay its Pro Rata Share of the expenses incurred on behalf of the Members in connection with such Transfer and shall be obligated to join in any indemnification, escrow, purchase price holdbacks or other obligations that the Triggering Member agrees to provide or undertake in connection with such Approved Company Sale (other than any such obligations that relate specifically to a particular Member such as indemnification with respect to representations and warranties given by a Member regarding such Member’s title to and ownership of Units and except to the extent that the prospective transferee permits a Member to give a guarantee, letter of credit or other mechanism in lieu of an escrow or holdback (which shall be dealt with on an individual basis)); provided that (i) the liability resulting from any such indemnity or similar obligation shall be several and not joint as among the Members, (ii) no holder shall be obligated in connection with such Approved Company Sale to agree to indemnify or hold harmless the purchasers with respect to an amount in excess of the net cash proceeds paid to such holder in connection with such Approved Company Sale and (iii) the liability resulting from any such indemnity or similar obligation shall be assessed among the holders of the Class B Units and Class C Units based on the amount of consideration such holders would have received in such Approved Company Sale if the aggregate purchase price had been reduced by the amount of such liability. (d) The restrictions and requirements set forth in this Section 10.3 shall continue with respect to the Units and the Members until the consummation of a Qualified Public Offering.

Company Sale. (a) If Subject to Section 9.3, if applicable, if at any time any Oak Hill Investor or group of Oak Hill Investors (collectively, the “Oak Hill Seller”) desires to Transfer any of its Investor Interests in order to effect a Company Sale to a third party purchaser that is not an Affiliate of the Oak Hill Seller (each, a “Third Party Purchaser”) (provided, that any Oak Hill Investor or any of their respective Affiliates may participate in any buy-out group, whether as Affiliates of such group or otherwise, established to purchase the Company or its business so long as such participants do not control the buy-out group), then the Oak Hill Seller shall require the Investors (the “Dragged Investors”), and the Dragged Investors shall, (i) the Board of Directors and the Majority Class B Holders approve a Company Sale (an “Approved Company Sale”), then, subject to Section 10.3(b), each Member shall consent to and raise no objections against the Approved Company Sale. If the Approved Company Sale if such Transfer is structured as a sale of assetsInvestor Interests, merger to Transfer, or consolidationcause to be Transferred, then each Member shall to the Third Party Purchaser the same percentage of the total number of Investor Interests held by the Dragged Investors as the percentage of the total number of Investor Interests held by the Oak Hill Seller to be Transferred pursuant to such Company Sale (the “Dragged Percentage”), or (ii) if such Transfer is structured as a merger, consolidation or sale of all or substantially all of the assets of the Company, to the extent the Investor is a Member, to vote for or consent toin favor thereof, and otherwise to consent to and raise no objection to such transaction, and the Dragged Investors shall waive any dissenters dissenters’ rights, appraisal rights or similar rights rights, if any, which the Dragged Investors may have in connection withtherewith. The rights of the Oak Hill Seller under this Section 9.7 shall be exercisable by written notice (a “Drag Along Notice”) delivered by the Oak Hill Seller to Dragged Investors, such salewhich shall state (A) that the Oak Hill Seller proposes to effect a Company Sale, merger or consolidation(B) the portion of the applicable Investor Interests of the Oak Hill Seller proposed to be Transferred, (C) the proposed purchase price to be paid by the Third Party Purchaser for the Investor Interests to be Transferred, and (D) the other principal terms of the Company Sale. If the Approved Company Sale is structured as a Transfer of Units, then each Member shall Transfer all of his, her or its Units and rights to acquire Units on the terms and conditions approved by Members that were required to approve such Approved Company Sale (the Majority Class B Holders, the “Triggering Member”). Each Member shall take all necessary or desirable actions The consideration payable in connection with the consummation of an Approved any such Company Sale as requested by shall be allocated and distributed to the Triggering Member, including executing a sale contractDragged Investors in the manner provided in Section 11.3(c). (b) The obligations Prior to or in connection with the closing of any such proposed Company Sale, each Dragged Investor shall execute any purchase agreement or other certificates, instruments and other agreement required to consummate the Members with respect to an Approved proposed Company Sale are subject Sale, including the provision of, and representation and warranty as to, information requested by the Third Party Purchaser from the Oak Hill Seller and the provision of requisite indemnifications to the satisfaction of the following conditions: Third Party Purchaser; provided, however, that (i) each Member except as may be otherwise provided in clause (ii), any such purchase agreement or other certificates, instruments and other agreements shall receive the same form of consideration or, if any holders of Units are given an option as be on terms no less favorable to the form or amount of consideration to be received, each holder of Units shall be given Dragged Investors than those executed by the same option; Oak Hill Seller in connection with such Company Sale and (ii) each holder notwithstanding anything to the contrary herein, the Dragged Investors shall receive for the sale of then currently exercisable rights their Investor Interests a portion of the aggregate consideration paid by the Third Party Purchaser equal to acquire Units the portion of the aggregate consideration that would be allocated to such Dragged Investors pursuant to Section 11.3(c) using an amount equal to the fully diluted equity value of the Company, which shall be given an opportunity to exercise such rights prior determined based on the price per Investor Interest proposed by the Third Party Purchaser; provided, further, that any indemnification provided to the consummation of Third Party Purchaser by the Approved Company Sale Oak Hill Seller and participate in such sale as a holder of such Units; and (iii) by the consideration payable upon consummation of such Approved Company Sale to all Members in respect of their Units Dragged Investors shall be apportioned (subject to adjustment for Company expenses, purchase price adjustments, escrow amounts, purchase price holdbacks, indemnity obligations and other similar items) among the Members in respect of their Units that are subject to such Approved Company Sale made pro rata in accordance with the distribution priorities set forth portion of the aggregate consideration payable in Section 4.1(bconnection with such Company Sale to be received by such Dragged Investors (except in the case of indemnifications arising as a result of a breach of a representation or warranty relating specifically to a particular seller, which shall be borne solely by such seller), after giving effect to all prior Distributions (for each Memberexcept, that in no event shall the indemnification obligations of any Dragged Investor exceed the amount of proceeds received by such Member’s “Pro Rata Share”) andDragged Investor in such Company Sale. At the closing of any such proposed Company Sale, the Dragged Investors shall deliver to the extent different forms of consideration are received (subject to Third Party Purchaser (i) above such instruments of transfer as shall be requested by the Third Party Purchaser with respect to the extent Members have Investor Interests to be Transferred, against receipt of the option as to purchase price therefor in such Company Sale and (ii) the form), each Member shall receive its Pro Rata Share of each form of such consideration; provided that, Dragged Investors’ Investor Interests in the event that Company, free and clear of any securities are part liens or encumbrances (other than those created by this Agreement). In connection with Company Sale, the Dragged Investors shall use commercially reasonable efforts to obtain all necessary consents from third parties and take such other actions as may be necessary to effectuate the intent of the consideration payable to the Members, each Member that is not an “accredited investor” as such term is defined under the Securities Act may, in the sole discretion of the Triggering Member, receive, and hereby agrees to accept, in lieu of such securities, cash consideration with an equivalent value to such securities as determined in good faith by the Board of Directorsforegoing. (c) Each Member transferring Units pursuant to this Section 10.3 shall pay its Pro Rata Share of In the expenses incurred on behalf of the Members in connection with such Transfer and shall be obligated to join in any indemnification, escrow, purchase price holdbacks or other obligations event that the Triggering Member agrees to provide or undertake in connection with such Approved Company Sale is effectuated through a business combination (other than any such obligations that relate specifically whether by way of merger, recapitalization or otherwise) or asset sale, the Investors shall use their commercially reasonable efforts to a particular Member such as indemnification with respect take, or cause to representations be taken, all action, and warranties given by a Member regarding such Member’s title to do, or cause to be done, all things necessary or advisable to consummate and ownership of Units and except to make effective the extent that the prospective transferee permits a Member to give a guarantee, letter of credit or other mechanism in lieu of an escrow or holdback (which shall be dealt with on an individual basis)); provided that (i) the liability resulting from any such indemnity or similar obligation shall be several and not joint as among the Members, (ii) no holder shall be obligated in connection with such Approved Company Sale to agree to indemnify or hold harmless the purchasers with respect to an amount in excess of the net cash proceeds paid to such holder in connection with such Approved Company Sale and (iii) the liability resulting from any such indemnity or similar obligation shall be assessed among the holders of the Class B Units and Class C Units based on the amount of consideration such holders would have received in such Approved Company Sale if the aggregate purchase price had been reduced by the amount of such liabilitybusiness combination. (d) The restrictions and requirements set forth in this Section 10.3 There shall continue with respect be no liability on the part of the Oak Hill Seller, the Company Board or the Company to the Units Dragged Investors or any of their respective Affiliates if any Company Sale is not consummated for whatever reason. For the avoidance of doubt, the determination of whether to effect a Company Sale shall be in the sole and absolute discretion of the Oak Hill Seller and the Members until the consummation of a Qualified Public OfferingCompany Board.

Company Sale. (a) If Following the fifth (i5th) anniversary of the Board closing under the Stock Purchase Agreement, either Initial Member (or any transferee of Directors 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 Majority Class B Holders approve 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 (an “Approved "Company Sale”), then, subject to Section 10.3(b), each Member shall consent to and raise no objections against the Approved Company Sale. If the Approved Company Sale is structured as a sale of assets, merger or consolidation, then each Member shall vote for or consent to, and waive any dissenters rights, appraisal rights or similar rights ") in connection with, such sale, merger or consolidation. If the Approved Company Sale is structured as a Transfer of Units, then each Member shall Transfer all of his, her or its Units and rights to acquire Units on accordance with the terms and conditions approved 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 Members that were required providing written notice of such Proposed Seller's intention to approve effectuate such Approved Company Sale (the Majority Class B Holders, the “Triggering Member”). Each Member shall take all necessary or desirable actions in connection with the consummation of an Approved "Company Sale as requested by Notice") to the Triggering Company and each other Member, including executing a sale contract. (b) The obligations Proposed Seller shall be free for a period of one hundred eighty (180) days from the date of delivery of the Members Company Sale Notice to enter into a definitive purchase agreement with respect to an Approved 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 subject entitled to the satisfaction of the following conditions: (i) each Member shall receive the same form of consideration orprice per Membership Unit, if 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 holders of Units are given an option as to the form or amount of consideration to Company Sale. The Board shall be received, each holder of Units shall kept fully informed and be given the same option; (ii) each holder of then currently exercisable rights to acquire Units shall be given an opportunity to exercise such rights prior to participate in the consummation of negotiations and discussion concerning the Approved Company Sale process. All Members agree, and participate will cause their representatives on the Board, to vote in such sale as a holder favor of such Units; and (iii) the consideration payable upon consummation of such Approved Company Sale to all Members in respect of their Units shall be apportioned (subject to adjustment for Company expenses, purchase price adjustments, escrow amounts, purchase price holdbacks, indemnity obligations and other similar items) among the Members in respect of their Units that are subject to such Approved any Company Sale in accordance with the distribution priorities set forth in Section 4.1(b), after giving effect to all prior Distributions (for each Member, such Member’s “Pro Rata Share”) and, to the extent different forms of consideration are received (subject to (i) above to the extent Members have the option as to the form), each Member shall receive its Pro Rata Share of each form of such consideration; provided that, in the event that any securities are part of the consideration payable to the Members, each Member that is not an “accredited investor” as such term is defined under the Securities Act may, in the sole discretion of the Triggering Member, receive, and hereby agrees to accept, in lieu of such securities, cash consideration with an equivalent value to such securities as determined in good faith by the Board of Directors. (c) Each Member transferring Units pursuant to this Section 10.3 shall pay its Pro Rata Share of the expenses incurred on behalf of the Members in connection with such Transfer and shall be obligated to join in any indemnification, escrow, purchase price holdbacks or other obligations that the Triggering Member agrees to provide or undertake in connection with such Approved Company Sale (other than any such obligations that relate specifically to a particular Member such as indemnification with respect to representations and warranties given by a Member regarding such Member’s title to and ownership of Units and except to the extent that the prospective transferee permits a Member to give a guarantee, letter of credit or other mechanism in lieu of an escrow or holdback (which shall be dealt with on an individual basis)); provided that (i) the liability resulting from any such indemnity or similar obligation shall be several and not joint as among the Members, (ii) no holder shall be obligated in connection with such Approved Company Sale to agree to indemnify or hold harmless the purchasers with respect to an amount in excess of the net cash proceeds paid to such holder in connection with such Approved Company Sale and (iii) the liability resulting from any such indemnity or similar obligation shall be assessed among the holders of the Class B Units and Class C Units based on the amount of consideration such holders would have received in such Approved Company Sale if the aggregate purchase price had been reduced by the amount of such liability8. (d) The restrictions and requirements set forth in this Section 10.3 shall continue with respect to the Units and the Members until the consummation of a Qualified Public Offering.

Company Sale. In the event that (ax) If the 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 (y) the Promoter Shareholders hold at least 25% of the outstanding Shares on a Fully Diluted Basis, then the Non-SPE Shareholders (acting through the Non-SPE Shareholders’ Representative) 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 require the Company and the SPE Shareholders to initiate a process leading to the sale of the Company through an auction process, as follows: (i) the Board of Directors The SPE Shareholders and the Majority Class B Holders approve a Company Sale Non-SPE Shareholders (acting through the Non-SPE Shareholders’ Representative) shall mutually agree upon an “Approved Company Sale”), then, subject investment bank to Section 10.3(b), each Member shall consent to and raise no objections against the Approved Company Salerepresent them in such sale. If the Approved Company Sale is structured as a sale of assets, merger or consolidationafter 30 days they are unable to mutually agree upon an investment bank to represent them, then each Member the Non-SPE Shareholders shall vote for or consent to, 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 waive its process) shall be bona fide and structured and consummated in such a manner so as to be in full compliance with all Laws; (iv) In no event shall any dissenters rights, appraisal rights or similar rights such sale be made to any of the Persons listed in connection with, subclause (ii) through (vii) of the definition of Non-Permitted Transferee; (v) Prior to consummation of any such sale, merger or consolidation. If the Approved Company Sale is structured as a Transfer of Units, then each Member Non-SPE Shareholders’ Representative shall Transfer provide written notice to the SPE Shareholders which shall state the price proposed in such sale and all of his, her or its Units and rights to acquire Units on the other terms and conditions approved of such sale (which may not include any term or condition that could not reasonably be agreed to or satisfied by Members that were required 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 approve purchase the Company on the same terms and conditions, including price. Such right may be exercised by the SPE Shareholders’ delivery of written notice to the Non-SPE Shareholders’ Representative prior to the expiration of such Approved Company Sale (the Majority Class B Holders, the “Triggering Member”)30-day period. Each Member The closing of such sale shall take all necessary or desirable actions in connection with place at the consummation offices of an Approved the Company Sale as requested within 30 days after delivery of such notice by the Triggering MemberSPE Shareholders or, including executing a sale contractif later, within 30 days after receipt of any necessary Approvals for such sale. (bvi) The obligations In any such sale, the SPE Shareholders shall not be obligated, without their prior written consent (which consent shall not be unreasonably withheld 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 Sections 3.1 through 3.8 and Section 3.10 of the Members with respect to an Approved Company Sale are subject to Share Purchase Agreement by the satisfaction of Sellers (as defined in the following conditions: (i) each Member shall receive the same form of consideration or, if any holders of Units are given an option as to the form or amount of consideration to be received, each holder of Units shall be given the same option; (ii) each holder of then currently exercisable rights to acquire Units shall be given an opportunity to exercise such rights prior to the consummation of the Approved Company Sale and participate in such sale as a holder of such Units; and (iii) the consideration payable upon consummation of such Approved Company Sale to all Members in respect of their Units shall be apportioned (subject to adjustment for Company expenses, purchase price adjustments, escrow amounts, purchase price holdbacks, indemnity obligations and other similar items) among the Members in respect of their Units that are subject to such Approved Company Sale in accordance with the distribution priorities set forth in Section 4.1(bShare Purchase Agreement), after giving effect to all prior Distributions (for each Member, such Member’s “Pro Rata Share”) and, to the extent different forms of consideration are received SPE Shareholders, (subject 3) agree to any non-competition, non-solicitation or other restrictive covenant, (i4) above agree to any term not equally applicable to the extent Members have the option as Non-SPE Shareholders, (5) agree to the form)any escrow of purchase price, each Member shall receive its Pro Rata Share of each form of such consideration; provided that, in the event that or (6) agree to any securities are part indemnities other than for breach of the consideration payable to the Members, each Member that is not an “accredited investor” as such term is defined under the Securities Act may, in the sole discretion of the Triggering Member, receive, and hereby agrees to accept, in lieu of such securities, cash consideration with an equivalent value to such securities as determined in good faith by the Board of Directors. (c) Each Member transferring Units pursuant to this Section 10.3 shall pay its Pro Rata Share of the expenses incurred on behalf of the Members in connection with such Transfer and shall be obligated to join in any indemnification, escrow, purchase price holdbacks or other obligations that the Triggering Member agrees to provide or undertake in connection with such Approved Company Sale (other than any such obligations that relate specifically to a particular Member such as indemnification with respect to representations and warranties given by a Member regarding such Member’s title to and ownership of Units and except to the extent that the prospective transferee permits a Member to give a guarantee, letter of credit or other mechanism in lieu of an escrow or holdback (which shall be dealt with on an individual basis)); provided that (i) the liability resulting from any such indemnity or similar obligation shall be several and not joint as among the Members, (ii) no holder shall be obligated in connection with such Approved Company Sale to agree to indemnify or hold harmless the purchasers with respect to an amount in excess of the net cash proceeds paid to such holder in connection with such Approved Company Sale and (iii) the liability resulting from any such indemnity or similar obligation shall be assessed among the holders of the Class B Units and Class C Units based on the amount of consideration such holders would have received in such Approved Company Sale if the aggregate purchase price had been reduced by the amount of such liabilitySPE Shareholders. (d) The restrictions and requirements set forth in this Section 10.3 shall continue with respect to the Units and the Members until the consummation of a Qualified Public Offering.