Common use of Conditions to Drag-Along Clause in Contracts

Conditions to Drag-Along. Upon delivery of a Drag-Along Notice, the Employee shall have the obligation to sell and transfer to the Third-Party Buyer at the Drag-Along Closing the percentage of the Employee’s Shares equal to the percentage of the Common Stock owned by the Investor(s) that are to be sold to the Third-Party Buyer (the “Applicable Percentage”) on the same terms as the applicable Investor(s), but only if such Investor(s) sells and transfers the Applicable Percentage of the Investor’s Common Stock to the Third-Party Buyer at the Drag-Along Closing. Notwithstanding anything to the contrary in any Drag-Along Notice, (i) the Employee shall agree to make or agree to the same customary representations, covenants, indemnities and agreements regarding such Employee’s Shares as the other Persons participating in such sale or Transfer so long as they are made severally and not jointly and the liabilities thereunder are borne on a pro rata basis based on the consideration to be received by each such Person in respect of its Shares to be sold or Transferred and so long as they are subject to all of the same limits and exclusions as shall be applicable to the such Investor(s); (ii) any general indemnity given by any Person, applicable to liabilities not specific to such Person, to the purchaser in connection with such sale shall be apportioned among the Employee and all other Persons participating in such sale or Transfer according to the consideration received by each such Person and shall not exceed such Person’s net proceeds from the sale (or such lower limit as is applicable to such Investor(s)); and (iii) any representation relating specifically to a Person shall be made only by that Person and any indemnity given with respect to such representation shall be given only by such Person and not in an amount exceeding the amount of the net proceeds received by such Person in such sale or Transfer. All fees and expenses related to any such sale or Transfer, including the fees of any such investment banking firm but not including the fees of counsel for any individual Person, shall be paid by the Company or to the extent not paid or reimbursed by the Company or the transferee, shall be shared by the Employee and all other Persons participating in such sale or Transfer on a pro rata basis (it being understood that such reimbursement will not include costs incurred by or on behalf of a Person for his, her or its sole benefit), based on the consideration to be received by each such Person in respect of his, her or its Shares to be sold or Transferred; provided that no such Person shall be obligated to make any out-of-pocket expenditure prior to the consummation of such sale or Transfer (excluding de minimis expenditures).

Conditions to Drag-Along. Upon delivery of a Drag-Along Notice, the Employee each Minority Stockholder shall have the obligation to sell and transfer to the Third-Party Buyer at the Applicable Percentage of such Minority Stockholder’s Covered Shares pursuant to the Drag-Along Closing the percentage of the Employee’s Shares equal to the percentage of the Common Stock owned by the Investor(s) that are to be sold to the Third-Party Buyer (the “Applicable Percentage”) on Offer, as the same terms as may be modified from time to time; provided that the applicable Investor(s), but only if such Investor(s) CD&R Fund sells and transfers the Applicable Percentage of the Investor’s its shares of Common Stock to the Third-Party Buyer at the Drag-Along Closing. Notwithstanding anything to Within 10 days of receipt of the contrary in any Drag-Along Notice, each Minority Stockholder shall (i) the Employee shall agree to make or agree execute and deliver to the same customary representationsCD&R Fund a power of attorney and a letter of transmittal and custody agreement appointing, covenantsand in form and substance reasonably satisfactory to, indemnities the CD&R Fund or one or more of its affiliates designated by the CD&R Fund (the “Custodian”), the true and agreements regarding lawful attorney-in-fact and custodian for such Employee’s Shares Minority Stockholder, with full power of substitution, and authorizing the Custodian to take such actions as the other Persons participating in Custodian may deem necessary or appropriate to effect the sale and transfer of the Applicable Percentage of such sale or Transfer so long as they are made severally and not jointly and the liabilities thereunder are borne on a pro rata basis based on the consideration to be received by each such Person in respect of its Minority Stockholder’s Covered Shares to be sold or Transferred and so long as they are subject to all the Third-Party Buyer, upon receipt of the same limits purchase price therefor at the Drag-Along Closing, free and exclusions clear of all security interests, liens, claims, encumbrances, charges, options, restrictions on transfer, proxies and voting and other agreements of whatever nature, and to take such other action as shall may be applicable to the such Investor(s); (ii) any general indemnity given by any Person, applicable to liabilities not specific to such Person, to the purchaser necessary or appropriate in connection with such sale or transfer, including consenting to any amendments, waivers, modifications or supplements to the terms of the sale (provided that the CD&R Fund also so consents, and, to the extent applicable, sells and transfers the Applicable Percentage of its shares of Common Stock on the same terms as so amended, waived, modified or supplemented, and provided, further, that no Minority Stockholder shall be apportioned among required to indemnify any Third-Party Buyer on a joint, rather than several, basis or in an amount in excess of the Employee and all other Persons participating in such sale or Transfer according to the total consideration received by each such Person and shall not exceed Minority Stockholder in such Person’s net proceeds from the sale transaction, except in respect of any (x) breach of covenant by such Minority Stockholder, (y) breach or such lower limit as is applicable to such Investor(s)); and (iii) inaccuracy of any representation or warranty made by and relating specifically to a Person such Minority Stockholder (including, without limitation, with respect to authorization and title to its Covered Shares), or (z) fraudulent acts by, or willful misconduct or gross negligence of, such Minority Stockholder)) and (ii) deliver to the Custodian certificates representing the Applicable Percentage of such Minority Stockholder’s Covered Shares, together with all necessary duly executed stock powers. The Custodian shall be made only by that Person hold the Applicable Percentage of such Minority Stockholder’s Covered Shares and any indemnity given other documents in trust for such holder pending completion or abandonment of such sale. If, within 90 days after the CD&R Fund delivers the Drag-Along Notice (subject to extension for not more than an additional 60 days to the extent reasonably required to comply with applicable laws in connection with such sale), the CD&R Fund has not completed the sale of the Applicable Percentage of such Minority Stockholder’s Covered Shares and of its shares of Common Stock to the Third-Party Buyer and another Drag-Along Notice with respect to such representation Drag-Along Offer has not been sent to such Minority Stockholder, the Custodian shall be given only by return to such Person and not in an amount exceeding Minority Stockholder all certificates representing the amount Applicable Percentage of the net proceeds received by such Person in such sale or Transfer. All fees and expenses related to any such sale or Transfer, including the fees of any such investment banking firm but not including the fees of counsel for any individual Person, shall be paid by the Company or to the extent not paid or reimbursed by the Company or the transferee, shall be shared by the Employee holder’s Covered Shares and all other Persons participating in such sale or Transfer on a pro rata basis (it being understood documents that such reimbursement will not include costs incurred holder delivered in connection with such sale. Promptly after the Drag-Along Closing, the Custodian shall give notice thereof to such Minority Stockholder, shall remit to such Minority Stockholder the total consideration for the Applicable Percentage of such Minority Stockholder’s Covered Shares sold pursuant thereto (reduced by or on behalf any amount required to be held in escrow pursuant to the terms of a Person for his, her or its sole benefitthe purchase and sale agreement), based on and shall furnish such other evidence of the consideration to be received by each such Person in respect completion and time of his, her or its Shares to be sold or Transferred; provided that no such Person shall be obligated to make any out-of-pocket expenditure prior to the consummation completion of such sale or Transfer (excluding de minimis expenditures)and the terms thereof as may reasonably be requested by such Minority Stockholder.

Conditions to Drag-Along. Upon delivery of a Drag-Along Notice, the Employee shall have the obligation to sell and transfer to the Third-Party Buyer at the Drag-Along Closing the percentage of the Employee’s Shares equal to the percentage of the Common Stock (including shares of preferred stock convertible into Common Stock, on an as-converted basis) owned by the Investor(s) that are to be sold to the Third-Party Buyer (the “Applicable Percentage”) on the same terms as the applicable Investor(s), but only if such Investor(s) sells and transfers the Applicable Percentage of the Investor’s Common Stock (or preferred stock convertible into Common Stock, as the case may be) to the Third-Party Buyer at the Drag-Along Closing. Notwithstanding anything to the contrary in any Drag-Along Notice, (i) the Employee shall agree to make or agree to the same customary representations, covenants, indemnities and agreements regarding such Employee’s Shares as the other Persons participating in such sale or Transfer so long as they are made severally and not jointly and the liabilities thereunder are borne on a pro rata basis based on the consideration to be received by each such Person in respect of its Shares to be sold or Transferred and so long as they are subject to all of the same limits and exclusions as shall be applicable to the such Investor(s)Transferred; (ii) any general indemnity given by any Person, applicable to liabilities not specific to such Person, to the purchaser in connection with such sale shall be apportioned among the Employee and all other Persons participating in such sale or Transfer according to the consideration received by each such Person and shall not exceed such Person’s net proceeds from the sale (or such lower limit as is applicable to such Investor(s))sale; and (iii) any representation relating specifically to a Person shall be made only by that Person and any indemnity given with respect to such representation shall be given only by such Person and not in an amount exceeding the amount of the net proceeds received by such Person in such sale or Transfer. All fees and expenses related to any such sale or Transfer, including the fees of any such investment banking firm but not including the fees of counsel for any individual Person, shall be paid by the Company or to the extent not paid or reimbursed by the Company or the transferee, shall be shared by the Employee and all other Persons participating in such sale or Transfer on a pro rata basis (it being understood that such reimbursement will not include costs incurred by or on behalf of a Person for his, her or its sole benefit), based on the consideration to be received by each such Person in respect of his, her or its Shares to be sold or Transferred; provided that no such Person shall be obligated to make any out-of-pocket expenditure prior to the consummation of such sale or Transfer (excluding de minimis expenditures).

Conditions to Drag-Along. Upon delivery of a Drag-Along Notice, the Employee shall have the obligation to sell and transfer to the Third-Party Buyer at the Drag-Along Closing the percentage of the Employee’s Shares equal to the percentage of the Common Stock (including preferred stock convertible into Common Stock, on an as-converted basis) owned by the Investor(s) that are to be sold to the Third-Party Buyer (the “Applicable Percentage”) on the same terms as the applicable Investor(s), but only if such Investor(s) sells and transfers the Applicable Percentage of the Investor’s Common Stock (or preferred stock convertible into Common Stock, as the case may be) to the Third-Party Buyer at the Drag-Along Closing. Notwithstanding anything to the contrary in any Drag-Along Notice, (i) the Employee shall agree to make or agree to the same customary representations, covenants, indemnities and agreements regarding such Employee’s Shares as the other Persons participating in such sale or Transfer so long as they are made severally and not jointly and the liabilities thereunder are borne on a pro rata basis based on the consideration to be received by each such Person in respect of its Shares to be sold or Transferred and so long as they are subject to all of the same limits and exclusions as shall be applicable to the such Investor(s)Transferred; (ii) any general indemnity given by any Person, applicable to liabilities not specific to such Person, to the purchaser in connection with such sale shall be apportioned among the Employee and all other Persons participating in such sale or Transfer according to the consideration received by each such Person and shall not exceed such Person’s net proceeds from the sale (or such lower limit as is applicable to such Investor(s))sale; and (iii) any representation relating specifically to a Person shall be made only by that Person and any indemnity given with respect to such representation shall be given only by such Person and not in an amount exceeding the amount of the net proceeds received by such Person in such sale or Transfer. All fees and expenses related to any such sale or Transfer, including the fees of any such investment banking firm but not including the fees of counsel for any individual Person, shall be paid by the Company or to the extent not paid or reimbursed by the Company or the transferee, shall be shared by the Employee and all other Persons participating in such sale or Transfer on a pro rata basis (it being understood that such reimbursement will not include costs incurred by or on behalf of a Person for his, her or its sole benefit), based on the consideration to be received by each such Person in respect of his, her or its Shares to be sold or Transferred; provided that no such Person shall be obligated to make any out-of-pocket expenditure prior to the consummation of such sale or Transfer (excluding de minimis expenditures).

Conditions to Drag-Along. Upon delivery of a Drag-Along Notice, the Employee NFC shall have the obligation to sell and transfer to the ThirdThird Party Buyer the Applicable Percentage of NFC's shares of Common Stock pursuant to the Drag-Along Offer, as the same may be modified from time to time, provided that the CD&R Fund sells and transfers the Applicable Percentage of its shares of Common Stock to the Third Party Buyer at the Drag-Along Closing at the percentage of the Employee’s Shares equal to the percentage of the Common Stock owned by the Investor(s) that are to be sold to the Third-Party Buyer (the “Applicable Percentage”) same price and on the same terms and conditions. Within 10 days of receipt of the Drag-Along Notice, NFC shall (i) execute and deliver to the CD&R Fund a power of attorney and a letter of transmittal and custody agreement appointing, and in form and substance reasonably satisfactory to, the CD&R Fund or one or more of its affiliates designated by the CD&R Fund (the "Custodian"), the true and lawful attorney-in-fact and custodian for NFC, with full power of substitution, and authorizing the Custodian to take such actions as the applicable Investor(sCustodian may deem necessary or appropriate to effect the sale and transfer of the Applicable Percentage of the shares of Common Stock to the Third Party Buyer, upon receipt of the purchase price therefor at the Drag-Along Closing, free and clear of all security interests, liens, claims, encumbrances, charges, options, restrictions on transfer (other than those stated on the stock certificate or the terms of this Agreement), but only if proxies and voting and other agreements of whatever nature, and to take such Investor(s) other action as may be necessary or appropriate in connection with such sale or transfer, including consenting to any amendments, waivers, modifications or supplements to the terms of the sale (provided that the CD&R Fund also so consents, and, to the extent applicable, sells and transfers the Applicable Percentage of its shares of Common Stock on the Investor’s same terms as so amended, waived, modified or supplemented) and (ii) deliver to the Custodian certificates representing the Applicable Percentage of the shares of Common Stock, together with all necessary duly executed stock powers, provided that in no event shall NFC be subject to any escrow or indemnification obligations in connection with such sale without its prior written consent. The Custodian shall hold the Applicable Percentage of the shares of Common Stock and other documents in trust for NFC pending completion or abandonment of such sale. If, within 90 days after the CD&R Fund delivers the Drag-Along Notice, the CD&R Fund has not completed the sale of the Applicable Percentage of the shares and of its shares of Common Stock to the Third-Third Party Buyer at and another Drag-Along Notice with respect to such Drag-Along Offer has not been sent to NFC, the Custodian shall return to NFC all certificates representing the Applicable Percentage of the shares of Common Stock and all other documents that NFC delivered in connection with such sale. Promptly after the Drag-Along Closing. Notwithstanding anything , the Custodian shall give notice thereof to NFC, shall remit to NFC the total consideration for the Applicable Percentage of the shares of Common Stock sold pursuant thereto (reduced by any amount required to be held in escrow as consented to by NFC and pursuant to the contrary in terms of any Drag-Along Noticepurchase and sale agreement), (i) the Employee and shall agree to make or agree to the same customary representations, covenants, indemnities and agreements regarding furnish such Employee’s Shares as the other Persons participating in such sale or Transfer so long as they are made severally and not jointly and the liabilities thereunder are borne on a pro rata basis based on the consideration to be received by each such Person in respect of its Shares to be sold or Transferred and so long as they are subject to all evidence of the same limits completion and exclusions as shall be applicable to the such Investor(s); (ii) any general indemnity given by any Person, applicable to liabilities not specific to such Person, to the purchaser in connection with such sale shall be apportioned among the Employee and all other Persons participating in such sale or Transfer according to the consideration received by each such Person and shall not exceed such Person’s net proceeds from the sale (or such lower limit as is applicable to such Investor(s)); and (iii) any representation relating specifically to a Person shall be made only by that Person and any indemnity given with respect to such representation shall be given only by such Person and not in an amount exceeding the amount time of the net proceeds received by such Person in such sale or Transfer. All fees and expenses related to any such sale or Transfer, including the fees of any such investment banking firm but not including the fees of counsel for any individual Person, shall be paid by the Company or to the extent not paid or reimbursed by the Company or the transferee, shall be shared by the Employee and all other Persons participating in such sale or Transfer on a pro rata basis (it being understood that such reimbursement will not include costs incurred by or on behalf of a Person for his, her or its sole benefit), based on the consideration to be received by each such Person in respect of his, her or its Shares to be sold or Transferred; provided that no such Person shall be obligated to make any out-of-pocket expenditure prior to the consummation completion of such sale or Transfer (excluding de minimis expenditures)and the terms thereof as may reasonably be requested by NFC.

Conditions to Drag-Along. Upon delivery of a Drag-Along Notice, the Employee shall have the obligation to sell and transfer to the Third-Party Buyer at the Drag-Along Closing the percentage of the Employee’s Shares equal to the percentage of the Common Stock owned by the Investor(s) that are to be sold to the Third-Party Buyer (the “Applicable Percentage”) on the same terms as the applicable Investor(s), but only if such Investor(s) sells and transfers the Applicable Percentage of the Investor’s (Investors’) Common Stock to the Third-Party Buyer at the Drag-Along Closing. Notwithstanding anything to the contrary in any Drag-Along Notice, (i) the Employee shall agree to make or agree to the same customary representations, and shall agree to customary covenants, indemnities and agreements regarding such Employee’s Shares as the other Persons participating in such sale or Transfer agreements, so long as they are made severally and not jointly and jointly; provided, that the liabilities thereunder are borne on a pro rata basis based on the consideration to Employee shall not be received by each such Person in respect of its Shares to be sold or Transferred and so long as they are subject to all of the same limits and exclusions as shall be applicable any restrictive covenant to the extent such Investor(s)covenant differs from the applicable restrictive covenant provided in the Employment Agreement; (ii) any general indemnity given by any PersonInvestor, applicable to liabilities not specific to such PersonInvestor, to the purchaser transferee in connection with such sale shall be apportioned among the Employee and all other Persons participating in such sale or Transfer according to on a pro rata basis, based on the consideration received by each such Person and in respect of his, her or its Shares to be sold or Transferred, (iii) any indemnity given by the Employee shall not exceed such Personthe Employee’s net proceeds from the sale (or such lower limit as is applicable to such Investor(s)); sale, and (iiiiv) any representation relating specifically to a Person and/or his, her or its ownership of the Shares to be sold or Transferred shall be made only by such Person. The fees and expenses incurred in connection with such sale or Transfer and for the benefit of all Persons participating in such sale or Transfer (it being understood that costs incurred by or on behalf of a Person and any indemnity given with respect for his, her or its sole benefit will not be considered to such representation shall be given only by such Person and not in an amount exceeding for the amount benefit of the net proceeds received by such Person all Persons participating in such sale or Transfer. All fees and expenses related to any such sale or Transfer), including the fees of any such investment banking firm but not including the fees of counsel for any individual Person, shall be paid by the Company or to the extent not paid or reimbursed by the Company or the transferee, shall be shared by the Employee and all other Persons participating in such sale or Transfer on a pro rata basis (it being understood that such reimbursement will not include costs incurred by or on behalf of a Person for his, her or its sole benefit)basis, based on the consideration to be received by each such Person in respect of his, her or its Shares to be sold or Transferred; provided that no such Person shall be obligated to make any out-of-pocket expenditure in respect of such fees or expenses prior to the consummation of such sale or Transfer (excluding de minimis expenditures).

Conditions to Drag-Along. Upon delivery of a Drag-Along Notice, the Employee Jonas Investor shall have the obligation to sell and transfer to the Third-Party Buyer at the Drag-Along Closing the percentage of the EmployeeJonas Investor’s Shares equal to the percentage of the Common Stock owned by the Investor(s) that are to be sold to the Third-Party Buyer (the “Applicable Percentage”) on the same terms as the applicable Investor(s), but only if such Investor(s) sells and transfers the Applicable Percentage of the Investor’s Common Stock to the Third-Party Buyer at the Drag-Along Closing. Notwithstanding anything to the contrary in any Drag-Along Notice, (i) the Employee Jonas Investor shall agree to make or agree to the same customary representations, covenants, indemnities and agreements regarding such Employee’s Shares as the other Persons participating in such sale or Transfer so long as they are made severally and not jointly and the liabilities thereunder are borne on a pro rata basis based on the consideration to be received by each such Person in respect of its Shares to be sold or Transferred and so long as they are subject to all of the same limits and exclusions as shall be applicable to the such Investor(s)Transferred; (ii) any general indemnity given by any Person, applicable to liabilities not specific to such Person, to the purchaser in connection with such sale shall be apportioned among the Employee Jonas Investor and all other Persons participating in such sale or Transfer according to the consideration received by each such Person and shall not exceed such Person’s net proceeds from the sale (or such lower limit as is applicable to such Investor(s))sale; and (iii) any representation relating specifically to a Person shall be made only by that Person and any indemnity given with respect to such representation shall be given only by such Person and not in an amount exceeding the amount of the net proceeds received by such Person in such sale or Transfer. All fees and expenses related to any such sale or Transfer, including the fees of any such investment banking firm but not including the fees of counsel for any individual Person, shall be paid by the Company or to the extent not paid or reimbursed by the Company or the transferee, shall be shared by the Employee Jonas Investor and all other Persons participating in such sale or Transfer on a pro rata basis (it being understood that such reimbursement will not include costs incurred by or on behalf of a Person for his, her or its sole benefit), based on the consideration to be received by each such Person in respect of his, her or its Shares to be sold or Transferred; provided that no such Person shall be obligated to make any out-of-pocket expenditure prior to the consummation of such sale or Transfer (excluding de minimis expenditures).

Conditions to Drag-Along. Upon delivery of a Drag-Along Notice, the Employee Director shall have the obligation to sell and transfer to the Third-Third Party Buyer at the Applicable Percentage of the Director's Shares pursuant to the Drag-Along Closing the percentage of the Employee’s Shares equal to the percentage of the Common Stock owned by the Investor(s) that are to be sold to the Third-Party Buyer (the “Applicable Percentage”) on Offer, as the same terms as the applicable Investor(s)may be modified from time to time, but only if such Investor(s) PROVIDED that CD&R Fund sells and transfers the Applicable Percentage of the Investor’s its shares of Common Stock of the Company to the Third-Third Party Buyer at the Drag-Along Section 6 Closing. Notwithstanding anything to Within ten (10) days of receipt of the contrary in any Drag-Along Notice, the Director shall (i) execute and deliver to CD&R Fund a power of attorney and a letter of transmittal and custody agreement appointing, and in form and substance reasonably satisfactory to, CD&R Fund or one or more of its affiliates designated by CD&R Fund (the Employee shall agree "CUSTODIAN"), the true and lawful attorney-in-fact and custodian for the Director, with full power of substitution, and authorizing the Custodian to make take such actions as the Custodian may deem necessary or agree appropriate to effect the sale and transfer of the Applicable Percentage of the Shares to the same customary representationsThird Party Buyer, covenants, indemnities and agreements regarding such Employee’s Shares as the other Persons participating in such sale or Transfer so long as they are made severally and not jointly and the liabilities thereunder are borne on a pro rata basis based on the consideration to be received by each such Person in respect of its Shares to be sold or Transferred and so long as they are subject to all upon receipt of the same limits purchase price therefor at the Section 6 Closing, free and exclusions clear of all security interests, liens, claims, encumbrances, charges, options, restrictions on transfer, proxies and voting and other agreements of whatever nature, and to take such other action as shall may be applicable to the such Investor(s); (ii) any general indemnity given by any Person, applicable to liabilities not specific to such Person, to the purchaser necessary or appropriate in connection with such sale shall be apportioned among the Employee and all other Persons participating in such sale or Transfer according transfer, including consenting to any amendments, waivers, modifications or supplements to the consideration received by each such Person and shall not exceed such Person’s net proceeds from terms of the sale (provided that CD&R Fund also so consents, and, to the extent applicable, sells and transfers the Applicable Percentage of its shares of common stock of the Company on the same terms as so amended, waived, modified or such lower limit as is applicable to such Investor(ssupplemented)); , and (iiiii) any representation relating specifically deliver to a Person the Custodian certificates representing the Applicable Percentage of the Shares, together with all necessary duly executed stock powers. The Custodian shall be made only by that Person hold the Applicable Percentage of the Shares and any indemnity given other documents in trust for the Director pending completion or abandonment of such sale. If, within 90 days after CD&R Fund delivers the Drag-Along Notice, CD&R Fund has not completed the sale of the Applicable Percentage of the Shares and of its shares of Common Stock of the Company to the Third Party Buyer and another Drag-Along Notice with respect to such representation Drag-Along Offer has not been sent to the Director, the Custodian shall be given only by such Person and not in an amount exceeding return to the amount Director all certificates representing the Applicable Percentage of the net proceeds received by such Person in such sale or Transfer. All fees and expenses related to any such sale or Transfer, including the fees of any such investment banking firm but not including the fees of counsel for any individual Person, shall be paid by the Company or to the extent not paid or reimbursed by the Company or the transferee, shall be shared by the Employee Shares and all other Persons participating documents that the Director delivered in connection with such sale. Promptly after the Section 6 Closing, the Custodian shall give notice thereof to the Director, shall remit to the Director the total consideration for the Applicable Percentage of the Shares sold pursuant thereto (reduced by any amount required to be held in escrow pursuant to the terms of the purchase and sale or Transfer on a pro rata basis (it being understood that such reimbursement will not include costs incurred by or on behalf of a Person for his, her or its sole benefitagreement), based on and shall furnish such other evidence of the consideration to be received by each such Person in respect completion and time of his, her or its Shares to be sold or Transferred; provided that no such Person shall be obligated to make any out-of-pocket expenditure prior to the consummation completion of such sale or Transfer (excluding de minimis expenditures)and the terms thereof as may reasonably be requested by the Director.

Conditions to Drag-Along. Upon delivery of a Drag-Along Notice, the Employee Purchaser shall have the obligation to sell and transfer to the Third-Third Party Buyer at the Applicable Percentage of the Purchaser's Shares pursuant to the Drag-Along Closing the percentage of the Employee’s Shares equal to the percentage of the Common Stock owned by the Investor(s) that are to be sold to the Third-Party Buyer (the “Applicable Percentage”) on Offer, as the same terms as may be modified from time to time, provided that the applicable Investor(s), but only if such Investor(s) CD&R Fund sells and transfers the Applicable Percentage of the Investor’s Common Stock its shares of common stock of Worldwide to the Third-Third Party Buyer at the Drag-Along Section 8 Closing. Notwithstanding anything to Within 10 days of receipt of the contrary in any Drag-Along Notice, the Purchaser shall (i) the Employee shall agree to make or agree execute and deliver to the same customary representationsCD&R Fund a power of attorney and a letter of transmittal and custody agreement appointing, covenantsand in form and substance reasonably satisfactory to, indemnities the CD&R Fund or one or more of its affiliates designated by the CD&R Fund (the "Custodian"), the true and agreements regarding lawful attorney-in-fact and custodian for the Purchaser, with full power of substitution, and authorizing the Custodian to take such Employee’s Shares actions as the other Persons participating in such Custodian may deem necessary or appropriate to effect the sale or Transfer so long as they are made severally and not jointly and transfer of the liabilities thereunder are borne on a pro rata basis based on Applicable Percentage of the consideration to be received by each such Person in respect of its Shares to be sold or Transferred and so long as they are subject to all the Third Party Buyer, upon receipt of the same limits purchase price therefor at the Section 8 Closing, free and exclusions clear of all security interests, liens, claims, encumbrances, charges, options, restrictions on transfer, proxies and voting and other agreements of whatever nature, and to take such other action as shall may be applicable to the such Investor(s); (ii) any general indemnity given by any Person, applicable to liabilities not specific to such Person, to the purchaser necessary or appropriate in connection with such sale shall be apportioned among the Employee and all other Persons participating in such sale or Transfer according transfer, including consenting to any amendments, waivers, modifications or supplements to the consideration received by each such Person and shall not exceed such Person’s net proceeds from terms of the sale (provided that the CD&R Fund also so consents, and, to the extent applicable, sells and transfers the Applicable Percentage of its shares of common stock of Worldwide on the same terms as so amended, waived, modified or such lower limit as is applicable to such Investor(s)); supplemented) and (iiiii) any representation relating specifically deliver to a Person the Custodian certificates representing the Applicable Percentage of the Shares, together with all necessary duly executed stock powers. The Custodian shall be made only by that Person hold the Applicable Percentage of the Shares and any indemnity given other documents in trust for the Purchaser pending completion or abandonment of such sale. If, within 90 days after the CD&R Fund delivers the Drag-Along Notice, the CD&R Fund has not completed the sale of the Applicable Percentage of the Shares and of its shares of common stock of Worldwide to the Third Party Buyer and another Drag-Along Notice with respect to such representation Drag-Along Offer has not been sent to the Purchaser, the Custodian shall be given only by such Person and not in an amount exceeding return to the amount Purchaser all certificates representing the Applicable Percentage of the net proceeds received by such Person in such sale or Transfer. All fees and expenses related to any such sale or Transfer, including the fees of any such investment banking firm but not including the fees of counsel for any individual Person, shall be paid by the Company or to the extent not paid or reimbursed by the Company or the transferee, shall be shared by the Employee Shares and all other Persons participating documents that the Purchaser delivered in connection with such sale. Promptly after the Section 8 Closing, the Custodian shall give notice thereof to the Purchaser, shall remit to the Purchaser the total consideration for the Applicable Percentage of the Shares sold pursuant thereto (reduced by any amount required to be held in escrow pursuant to the terms of the purchase and sale or Transfer on a pro rata basis (it being understood that such reimbursement will not include costs incurred by or on behalf of a Person for his, her or its sole benefitagreement), based on and shall furnish such other evidence of the consideration to be received by each such Person in respect completion and time of his, her or its Shares to be sold or Transferred; provided that no such Person shall be obligated to make any out-of-pocket expenditure prior to the consummation completion of such sale or Transfer (excluding de minimis expenditures)and the terms thereof as may reasonably be requested by the Purchaser.

Conditions to Drag-Along. Upon delivery of a Drag-Along Notice, the Employee shall have the obligation to sell and transfer Transfer to the Third-Party Buyer Purchaser at the Drag-Along Closing the percentage of the Employee’s all Shares equal to the percentage of the Common Stock beneficially owned by the Investor(s) that are to be sold to the Third-Party Buyer (the “Applicable Percentage”) Employee on the same terms as the applicable Investor(s) (provided, however, that (x) the Investor(s) may receive, even if not offered to the Employee, rights to appoint members to the board of directors or other governing body of the Third-Party Purchaser or its Affiliates, or other governance rights (including board observer rights) registration rights, or other rights and (y) in no event shall the Employee be obligated to agree to any non-competition covenant or other similar restriction as a condition to participating in such Transfer), but only if such Investor(s) sells and transfers Transfers all the Applicable Percentage of the Investor’s Common Stock Shares held by such Investor(s) to the Third-Party Buyer Purchaser at the Drag-Along Closing. Notwithstanding anything to the contrary in any Drag-Along Notice, (i) the Employee shall agree to make or agree to the same customary representations, covenants, indemnities and agreements regarding such Employee’s Shares as the other Persons participating in such sale or Transfer so long as they are made severally and not jointly and the liabilities thereunder are borne on a pro rata basis based on the consideration to be received by each such Person in respect of its Shares to be sold or Transferred and so long as they are subject to all of the same limits and exclusions as shall be applicable to the such Investor(s)Transferred; (ii) any general indemnity given by any Person, applicable to liabilities not specific to such Person, to the purchaser in connection with such sale shall be apportioned among the Employee and all other Persons participating in such sale or Transfer according to the consideration received by each such Person and shall not exceed such Person’s net proceeds from the sale (or such lower limit as is applicable to such Investor(s))sale; and (iii) any representation relating specifically to a Person shall be made only by that Person and any indemnity given with respect to such representation shall be given only by such Person and not in an amount exceeding the amount of the net proceeds received by such Person in such sale or Transfer. All fees and expenses related to any such sale or Transfer, including the fees of any such investment banking firm but not including the fees of counsel for any individual Person, shall be paid by the Company or to the extent not paid or reimbursed by the Company or the transferee, shall be shared by the Employee and all other Persons participating in such sale or Transfer on a pro rata basis (it being understood that such reimbursement will not include costs incurred by or on behalf of a Person for his, her or its sole benefit), based on the consideration to be received by each such Person in respect of his, her or its Shares to be sold or Transferred; provided that no such Person shall be obligated to make any out-of-pocket expenditure prior to the consummation of such sale or Transfer (excluding de minimis expenditures).and

Conditions to Drag-Along. Upon Following delivery of a Drag-Along Notice, each of the Employee other Securityholders shall have the obligation to sell and transfer to the Third-Party Buyer at Transfer all of its securities covered by the Drag-Along Closing the percentage of the Employee’s Shares equal Notice (“Drag-Along Securities”) pursuant to the percentage Drag-Along Offer, as such offer may be modified from time to time, provided, that the Section 3 Seller Transfers all of its Section 3 Seller Securities (as so modified from time to time) to the Common Stock owned by Section 3 Buyer at the Investor(s) Section 3 Closing and that all shares comprising the Section 3 Seller’s Securities and shares comprising the Drag-Along Securities are to be sold to the Third-Party Section 3 Buyer at the same price, for the same form of consideration (the “Applicable Percentage”) which shall be cash, Marketable Securities or Other Eligible Sale Consideration or a combination thereof, or, if an election to receive a different form of consideration is available, such election is made available to each Securityholder), and on the same terms as and conditions, and provided further, that (x) a Securityholder shall only be required to make, in connection with a Drag-Along Sale, (i) representations and warranties with respect to its authority, its title to its Drag-Along Securities, the applicable Investor(s)absence of conflicts, but only if and approvals and litigation relating to it, and (ii) such Investor(s) sells and transfers the Applicable Percentage of the Investor’s Common Stock representations or warranties with respect to the ThirdCompany or its business, affairs, assets or liabilities as are being made by the Section 3 Seller, (y) a Securityholder shall not, in connection with a Drag-Party Along Sale, be required to indemnify the Section 3 Buyer at or any other Person jointly with any other Person, nor to indemnify such Section 3 Buyer or other Person in respect of more than its pro rata share (based on the numbers of shares sold in the Drag-Along Closing. Notwithstanding anything Sale) of any matter relating to a breach of a representation or warranty described in clause (x)(ii) above or of any indemnification for breaches of representations and warranties made by the contrary Company with respect to itself or its business, affairs, assets or liabilities and (z) no Securityholder shall be liable for any indemnification obligation in any connection with a Drag-Along NoticeSale in excess of the aggregate amount received by such Securityholder in such Drag-Along Sale. Within five Business Days prior to the date proposed for any Section 3 Closing, each of the other Securityholders shall (i) the Employee shall agree to make or agree deliver to the same customary representationsSection 3 Seller a written instrument of Transfer covering such Securityholder’s Drag-Along Securities, covenantsand (ii) execute and deliver to the Section 3 Seller a power of attorney and a letter of transmittal in favor of the Section 3 Seller, indemnities and agreements regarding such Employee’s Shares in form and substance reasonably satisfactory to the Section 3 Seller appointing the Section 3 Seller as the true and lawful attorney-in-fact and custodian for such other Persons participating Securityholder, with full power of substitution, and authorizing the Section 3 Seller to execute and deliver a purchase and sale agreement substantially in the form of the then current Draft Sale Agreement and otherwise in accordance with the terms of this Section 3(b) and to take such actions as the Section 3 Seller may reasonably deem necessary or appropriate to effect the sale or and Transfer so long as they are made severally of the Drag-Along Securities to the Section 3 Buyer, upon receipt of the purchase price therefor set forth in the Drag-Along Notice at the Section 3 Closing, free and not jointly clear of all security interests, liens, claims, encumbrances, options, and the liabilities thereunder are borne on a pro rata basis based on the consideration voting agreements of whatever nature (other than securities laws restrictions), together with all other documents delivered with such Drag-Along Notice and required to be received by each such Person executed in respect connection with the sale thereof pursuant to the Drag-Along Offer. If, within 60 days after delivery to the Section 3 Seller, the Section 3 Seller has not completed the sale of its Shares to be sold or Transferred and so long as they are subject to all of the same limits Section 3 Seller’s Securities owned by it and exclusions as shall be applicable the Drag-Along Securities owned by the other Securityholders to the such Investor(s); (ii) any general indemnity given by any Person, applicable to liabilities not specific Section 3 Buyer and another Drag-Along Notice with respect to such Person, Drag-Along Offer has not been sent to the purchaser other Securityholders, the Section 3 Seller shall return to each other Securityholder all documents that such other Securityholder delivered in connection with such sale sale. Promptly after the Section 3 Closing, the Section 3 Seller shall be apportioned among the Employee and all furnish such other Persons participating in such sale or Transfer according to the consideration received by each such Person and shall not exceed such Person’s net proceeds from the sale (or such lower limit as is applicable to such Investor(s)); and (iii) any representation relating specifically to a Person shall be made only by that Person and any indemnity given with respect to such representation shall be given only by such Person and not in an amount exceeding the amount evidence of the net proceeds received by such Person in such sale or Transfer. All fees completion and expenses related to any such sale or Transfer, including the fees time of any such investment banking firm but not including the fees of counsel for any individual Person, shall be paid by the Company or to the extent not paid or reimbursed by the Company or the transferee, shall be shared by the Employee and all other Persons participating in such sale or Transfer on a pro rata basis (it being understood that such reimbursement will not include costs incurred by or on behalf of a Person for his, her or its sole benefit), based on the consideration to be received by each such Person in respect of his, her or its Shares to be sold or Transferred; provided that no such Person shall be obligated to make any out-of-pocket expenditure prior to the consummation completion of such sale and the terms thereof as may reasonably be requested by any of the other Securityholders. Each Securityholder shall bear its pro rata share of expenses borne by the Section 3 Seller or Transfer (excluding de minimis expenditures)the Company related to the Drag-Along Sale. For the avoidance of doubt, Transfers of Drag-Along Securities by Securityholders pursuant to and in conformity with this Section 3 shall be permitted for all purposes under this Agreement.