Deliveries; Required Sale. The security certificate(s) which the Holder delivers to the Selling Major Holder pursuant to Section 4.1 shall be transferred by the Selling Major Holder to the purchase offeror in consummation of the sale of the Major Holder Offered Securities pursuant to the terms and conditions specified in the Major Holder Offer, and the Selling Major Holder shall concurrently therewith remit to each Holder that portion of the sale proceeds to which such Holder is entitled by reason of its participation in such sale. To the extent that any purchase offeror prohibits such assignment or otherwise refuses to purchase shares or other securities from a Holder exercising its rights of co-sale hereunder, the Selling Major Holder shall not sell to such purchase offeror any Major Holder Offered Securities unless and until, simultaneously with such sale and on the same terms, the Major Holder shall purchase such shares or other securities from such Holder.
