Common use of Consummation Clause in Contracts

Consummation. (a) At least ten (10) days prior to the consummation of a Transfer by the Selling Party described in a Transfer Notice and not before the earlier of (x) the end of the Tag Along Period and (y) the receipt by the Selling Party of a Tag Along Notice, the Selling Party shall provide written notice (a "CONSUMMATION NOTICE") to the Tagging Party stating (i) the identity of the third party transferee, (ii) the number of shares of Common Stock that such the Tagging Party will be entitled to sell to such third party pursuant to this Article V, and (iii) the date the Transfer will be consummated. At least five (5) days prior to the date of such consummation, the Tagging Party shall deliver to the Selling Party for Transfer to the third party one or more certificates, properly endorsed for Transfer, which represent the number of shares of Common Stock such Tagging Party is entitled to sell, as provided in the Consummation Notice. The certificate(s) delivered to the Selling Party by the Tagging Party shall be Transferred to the third party identified in the Consummation Notice, as part of the consummation of the Transfer of Common Stock pursuant to the terms and conditions specified in the Transfer Notice and the Consummation Notice. Upon receipt of the proceeds of the Transfer, the Selling Party shall promptly remit to the Tagging Party that portion of such proceeds to which such Tagging Party is entitled by reason of such Shareholder's participation in such Transfer together with any stock certificates for any shares not sold in the Transfer. (b) In connection with a Transfer pursuant to this Article V, the Tagging Party shall be required to make representations and warranties regarding the Common Stock or Convertible Notes that the Tagging Party proposes to Transfer (including, without limitation, the Tagging Party's ownership of and authority to Transfer such Common Stock or Convertible Notes, the absence of any liens or other encumbrances on such Common Stock or Convertible Notes, and the compliance of such Transfer with the federal and state securities laws and all other applicable laws and regulations). In addition, if the Tagging Party is a holder of more than ten percent (10%) of the outstanding Common Stock, on an as-converted basis, it shall also be required to provide customary representations and warranties regarding the Company.

Consummation. (a) At least ten (10) days prior to the consummation of a Transfer by the Selling Party described Thayxx xxxcribed in a Transfer Notice and not before the earlier of (x) the end of the Tag Tag-Along Period and (y) the receipt by the Selling Party of Thayxx xx a Tag Tag-Along NoticeNotice from each Shareholder, the Selling Party shall Thayxx xxxll provide written notice (a "CONSUMMATION NOTICEConsummation Notice") to the Tagging Party each Tag-Along Shareholder stating (i) the identity of the third party Third Party transferee, (ii) the number of shares of Common Stock that such the Tagging Party Tag-Along Shareholder will be entitled to sell to such third party Third Party pursuant to this Article V4, and (iii) the date the Transfer will is contemplated to be consummated. At least five (5) days prior to the date of such consummation, the Tagging Party each Tag-Along Shareholder shall deliver to the Selling Party for Thayxx xxx Transfer to the third party Third Party one or more certificates, properly endorsed for Transfer, which represent the number of shares of Common Stock such Tagging Party Tag-Along Shareholder is entitled to sell, sell as provided in the Consummation Notice. The certificate(s) delivered to the Selling Party by the Tagging Party Thayxx xx each Tag-Along Shareholder shall be Transferred to the third party Third Party identified in the Consummation Notice, as part of the consummation of the Transfer of Common Stock pursuant to the terms and conditions specified in the Transfer Notice and the Consummation Notice. Upon receipt of 15 -15- the proceeds of the Transfer, the Selling Party shall Thayxx xxxll promptly remit to the Tagging Party each Tag-Along Shareholder that portion of such proceeds to which such Tagging Party Tag-Along Shareholder is entitled by reason of such Shareholder's participation in such Transfer together with any stock certificates for any shares not sold in the Transfer. (b) In connection with a Transfer pursuant to this Article V4, the Tagging Party each Tag-Along Shareholder shall be required to make representations and warranties regarding the Common Stock or Convertible Notes that the Tagging Party such Shareholder proposes to Transfer (identical to those required to be made by Thayxx, including, without limitationbut not limited to, the Tagging Partysuch Shareholder's ownership of and authority to Transfer such Common Stock or Convertible Notes, and the absence of any liens or other encumbrances on such stock. (c) Notwithstanding anything to the contrary contained in this Article 4, Thayxx xxxll have no liability to any Shareholder (i) if the sale of Common Stock pursuant to this Article 4 is not consummated for any reason whatsoever, or Convertible Notes, and (ii) with respect to any of the compliance terms or provisions of such Transfer with the federal and state securities laws and all other applicable laws and regulations). In addition, if the Tagging Party is a holder sale of more than ten percent (10%) of the outstanding Common Stock, on an as-converted basis, it shall also be required . Whether a sale of Common Stock to provide customary representations a Third Party pursuant to this Article 4 is effected is in the sole and warranties regarding the Companyabsolute discretion of Thayxx.

Consummation. (a) At least ten (10) days prior to the consummation of a Transfer by the Selling Party Xxxxxx described in a Transfer Notice and not before the earlier of (x) the end of the Tag Along Period and (y) the receipt by the Selling Party Xxxxxx of a Tag Along NoticeNotice from each Stockholder, the Selling Party Xxxxxx shall provide written notice (a "CONSUMMATION NOTICEConsummation Notice") to the Tagging Party each Tag Along Stockholder stating (i) the identity of the third party transferee, (ii) the number of shares of Common Stock that such the Tagging Party Tag Along Stockholder will be entitled to sell to such third party pursuant to this Article VIV, and (iii) the date the Transfer will be consummated. At least five ---------- (5) days prior to the date of such consummation, the Tagging Party each Tag Along Stockholder shall deliver to the Selling Party Xxxxxx for Transfer to the third party one or more certificates, properly endorsed for Transfer, which represent the number of shares of Common Stock such Tagging Party Tag Along Stockholder is entitled to sell, sell as provided in the Consummation Notice. The certificate(s) delivered to the Selling Party Xxxxxx by the Tagging Party each Tag Along Stockholder shall be Transferred to the third party identified in the Consummation Notice, as part of the consummation of the Transfer of Common Stock pursuant to the terms and conditions specified in the Transfer Notice and the Consummation Notice. Upon receipt of the proceeds of the Transfer, the Selling Party Xxxxxx shall promptly remit to the Tagging Party each Tag Along Stockholder that portion of such proceeds to which such Tagging Party Tag Along Stockholder is entitled by reason of such ShareholderStockholder's participation in such Transfer together with any stock certificates for any shares not sold in the Transfer. (b) In connection with a Transfer pursuant to this Article VIV, the Tagging Party each Tag Along Stockholder shall be required to make representations and warranties regarding the Common Stock or Convertible Notes that the Tagging Party such Stockholder proposes to Transfer (Transfer, including, without limitationbut not limited to, the Tagging Partysuch Stockholder's ownership of and authority to Transfer such Common Stock or Convertible NotesStock, the absence of any liens or other encumbrances on such Common Stock or Convertible Notesstock, and the compliance of such Transfer with the federal and state securities laws and all other applicable laws and regulations). In addition, if each Tag Along Stockholder who is either a director or an executive officer of the Tagging Party is a Company or the holder of more than ten five percent (105%) of the outstanding Common StockStock (other than Xxxx X. XxXxxxxxx, on an as-converted basis, it D. Xxxxxxxx Xxxxxx or Xxxxxx X. Xxxxx unless such person is then serving as a director of the Company or the Company's Chief Executive Officer or Chief Operating Officer) shall also be required to provide customary representations and warranties regarding the Company.

Consummation. (a) At least ten (10) days prior to the consummation of a Transfer by the Selling Party Xxxxxx described in a Transfer Notice and not before the earlier of (x) the end of the Tag Along Period and (y) the receipt by the Selling Party Xxxxxx of a Tag Along NoticeNotice from each Shareholder, the Selling Party Xxxxxx shall provide written notice (a "CONSUMMATION NOTICEConsummation Notice") to the Tagging Party each Tag Along Shareholder stating (i) the identity of the third party transferee, (ii) the number of shares of Common Stock that such the Tagging Party Tag Along Shareholder will be entitled to sell to such third party pursuant to this Article V4, and (iii) the date the Transfer will be consummated. At least five (5) days prior to the date of such consummation, the Tagging Party each Tag Along Shareholder shall deliver to the Selling Party Xxxxxx for Transfer to the third party one or more certificates, properly endorsed for Transfer, which represent the number of shares of Common Stock such Tagging Party Tag Along Shareholder is entitled to sell, sell as provided in the Consummation Notice. The certificate(s) delivered to the Selling Party Xxxxxx by the Tagging Party each Tag Along Shareholder shall be Transferred to the third party identified in the Consummation Notice, as part of the consummation of the Transfer of Common Stock pursuant to the terms and conditions specified in the Transfer Notice and the Consummation Notice. Upon receipt of the proceeds of the Transfer, the Selling Party Xxxxxx shall promptly remit to the Tagging Party each Tag Along Shareholder that portion of such proceeds to which such Tagging Party Tag Along Shareholder is entitled by reason of such Shareholder's participation in such Transfer together with any stock certificates for any shares not sold in the Transfer. (b) In connection with a Transfer pursuant to this Article V4, the Tagging Party each Tag Along Shareholder shall be required to make representations and warranties regarding the Company and the Common Stock or Convertible Notes that the Tagging Party such Shareholder proposes to Transfer (Transfer, including, without limitationbut not limited to, the Tagging Partysuch Shareholder's ownership of and authority to Transfer such Common Stock or Convertible NotesStock, the absence of any liens or other encumbrances on such Common Stock or Convertible Notesstock, and the compliance of such Transfer with the federal and state securities laws and all other applicable laws and regulations). In addition, if the Tagging Party is a holder of more than ten percent (10%) of the outstanding Common Stock, on an as-converted basis, it shall also be required to provide customary representations and warranties regarding the Company.