Common use of Failure to Fully Exercise Options; Co-Sale Clause in Contracts

Failure to Fully Exercise Options; Co-Sale. 7.1. If the Company and the Investors do not exercise their options to purchase all of the Offered Shares within the periods described in this Agreement (the “Option Period”), then all options of the Company and the Investors to purchase the Offered Shares, whether exercised or not, shall terminate, but each Investor which has, pursuant to Section 6, expressed a desire to sell Shares in the transaction (a “Participating Investor”), shall be entitled to do so pursuant to this Section. The Company shall promptly, on expiration of the Option Period, notify the Selling Holder of the aggregate number of Shares the Participating Investors wish to sell. The Selling Holder shall use his or her best efforts to interest the Offeror in purchasing, in addition to the Offered Shares, the Shares the Participating Investors wish to sell. If the Offeror does not wish to purchase all of the Shares made available by the Selling Holder and the Participating Investors, then each Participating Investor and the Selling Holder shall be entitled to sell, at the price and on the terms and conditions set forth in the Notice (provided that the price set forth in the Offer with respect to shares of Common Stock shall be appropriately adjusted, if necessary, based on the conversion ratio of any Preferred Stock to be sold), a portion of the Shares being sold to the Offeror, in the same proportion as such Selling Holder or Participating Investor’s ownership of Shares bears to the aggregate number of Shares owned by the Selling Holder and the Participating Investors. The transaction contemplated by the Notice shall be consummated not later than 60 days after the expiration of the Option Period.

Failure to Fully Exercise Options; Co-Sale. 7.1. (a) If the Company and the Investors non-selling Members do not exercise their options to purchase all of the Offered Shares Interest within the periods period described in this Agreement (the “Option Period”), then all options of the Company and the Investors non-selling Members to purchase the Offered SharesInterest, whether exercised or not, shall terminate, but each Investor Member which has, pursuant to Section 611.4, expressed a desire to sell Shares its Membership Interests in the transaction (a “Participating InvestorMember”), shall be entitled to do so pursuant to this Section. The Company shall promptly, on expiration of the Option Period, notify the Selling Holder Member of the aggregate number of Shares the Participating Investors wish Members wishing to sell. The Selling Holder Member shall use his or her best commercially reasonable efforts to interest the Offeror in purchasing, in addition to the Offered SharesInterest, the Shares Membership Interests of the Participating Investors wish to sellMembers. If the Offeror does not wish to purchase all of purchase, in addition to the Shares Offered Interest, the Membership Interests made available by the Selling Holder and the Participating InvestorsMembers, then each Participating Investor Member and the Selling Holder Member shall be entitled to sell, at the price and on the terms and conditions set forth in the Notice (provided that the price set forth in the Offer with respect to shares of Common Stock shall be appropriately adjusted, if necessary, based on the conversion ratio of any Preferred Stock to be sold)Disposition Notice, a portion of the Shares Membership Interests being sold to the Offeror, in the same proportion as such Selling Holder Member or Participating InvestorMember’s ownership of Shares Membership Interests bears to the aggregate number of Shares Membership Interests owned by the Selling Holder Member and the Participating InvestorsMembers. The transaction contemplated by the Disposition Notice shall be consummated not later than 60 sixty (60) days after the expiration of the Option Period.

Failure to Fully Exercise Options; Co-Sale. 7.1. (a) If the Company and the Institutional Investors do not exercise their options to purchase all of the Offered Shares within the periods described in this Agreement (the “"Option Period”"), then all options of the Company and the Institutional Investors to purchase the Offered Shares, whether exercised or not, shall terminate, but each Institutional Investor which has, pursuant to Section 65 of this Article V, expressed a desire to sell Voting Shares in the transaction (a “"Participating Investor”"), shall be entitled to do so pursuant to this Section. The Secretary of the Company shall promptly, on expiration of the Option Period, notify the Selling Holder Founder of the aggregate number of Voting Shares the Participating Investors wish to sell. The Selling Holder Founder shall use his or her best efforts to interest the Offeror in purchasing, in addition to the Offered Shares, the Voting Shares the Participating Investors wish to sell. If the Offeror does not wish to purchase all of the Voting Shares made available by the Selling Holder Founder and the Participating Investors, then each Participating Investor and the Selling Holder Founder shall be entitled to sell, at the price and on the terms and conditions set forth in the Notice (provided that the price set forth in the Offer with respect to shares of Common Stock shall be appropriately adjusted, if necessary, based on the conversion ratio of any Preferred Stock to be sold)Notice, a portion of the Voting Shares being sold to the Offeror, in the same proportion as such Selling Holder Founder or Participating Investor’s 's ownership of Voting Shares bears to the aggregate number of Voting Shares owned by the Selling Holder Founder and the Participating Investors. If, however, as a result of such proration, Nortel shall own less than ten percent (10%) of the Voting Shares on a fully diluted basis, the Selling Founder and the other Participating Investors shall, upon request by Nortel, reduce their respective portions of Voting Shares (on a pro rata basis) proposed to be sold, such that Nortel is able to have all of its Voting Shares purchased by the Offeror or such lower amount that the Offeror has offered to purchase. The transaction contemplated by the Notice shall be consummated not later than 60 sixty (60) days after the expiration of the Option Period.

Failure to Fully Exercise Options; Co-Sale. 7.1. (a) If the Company and the Investors Offered Holders do not exercise their options to purchase all of the Offered Shares within the periods described in this Agreement (the “"Option Period”"), then all options of the Company and the Investors Offered Holders to purchase the Offered Shares, whether exercised or not, shall terminate, but each Investor Offered Holder which has, pursuant to Section 65 of this Article V, expressed a desire to sell Voting Shares in the transaction (a “"Participating Investor”Offered Holder"), shall be entitled to do so pursuant to this Section. The Company Secretary of the Company, shall promptly, on expiration of the Option Period, notify the Selling Holder Founder of the aggregate number of Voting Shares the Participating Investors Offered Holders wish to sell. The Selling Holder Founder shall use his or her best efforts to interest the Offeror in purchasing, in addition to the Offered offered Shares, the Voting Shares the Participating Investors Offered Holders wish to sell. If the Offeror offeror does not wish to purchase all of the Voting Shares made available by the Selling Holder Founder and the Participating InvestorsOffered Holders, then each Participating Investor Offered Holder and the Selling Holder Founder shall be entitled to sell, at the price and on the terms and conditions set forth in the Notice (provided that the price set forth in the Offer with respect to shares of Common Stock shall be appropriately adjusted, if necessary, based on the conversion ratio of any Preferred Stock to be sold)Notice, a portion of the Voting Shares being sold to the Offerorofferor, in the same proportion as such Selling Holder Founder or Participating Investor’s Offered Holder's ownership of Voting Shares bears to the aggregate number of Voting Shares owned by the Selling Holder Founder and the Participating InvestorsOffered Holders. The transaction contemplated by the Notice shall be consummated not later than 60 days after the expiration of the Option Period.

Failure to Fully Exercise Options; Co-Sale. 7.1. (a) If the Company and the Investors do not exercise their options any of Xxxxxxx Xxxxxxxx, Xxxx Xxxxx, Xxxx Xxxxxx or Xxxxxx Xxxxxx (each a "Co-Sale Offeror") desires to purchase all transfer any of the Offered Shares within the periods described held by such individual to a third party pursuant to a bona fide offer, or any interest in this Agreement (the “Option Period”), then all options of the Company and the Investors to purchase the Offered such Shares, whether exercised or not, shall terminate, but each Investor which has, in any transaction other than pursuant to Section 63(c) of this Agreement, expressed a desire after meeting the requirements of Sections 4, 5, and 6 herein, such Co-Sale Offeror shall only be able to sell transfer any Remaining Shares after meeting the requirements of this Section 7 which entitles each holder of shares of Preferred Stock to transfer its Shares in the transaction (a “Participating Investor”), shall be entitled to do so such Proposed Transaction pursuant to this SectionSection 7(a) (each such holder of Preferred Stock who so elects to transfer, a "Participating Stockholder"). The Company shall promptly, on As soon as practicable following the expiration of the Option Period15-day period set forth in Section 6(a), notify and in no event later than five days thereafter, the Selling Holder Co-Sale Offeror shall provide notice to each holder of Preferred Stock (the "Co-Sale Notice") of its right to participate in the Proposed Transaction on a pro rata basis with the Co-Sale Offeror (the "Co-Sale Option"). Each of the aggregate holders of Preferred Stock shall have the right to exercise its Co-Sale Option by giving written notice of such intent to participate (the "Co-Sale Acceptance Notice") to the Co-Sale Offeror within ten days after receipt of the Co-Sale Notice (the "Co-Sale Election Period"). Each such acceptance notice shall indicate the maximum number of Shares which the Participating Investors wish Stockholder wishes to selltransfer. Any Participating Stockholder shall be permitted to transfer to the relevant Offeror in connection with any exercise of the Co-Sale Option, at its option, (i) shares of Common Stock acquired upon conversion of such Preferred Stock, (ii) an option to acquire Common Stock when such Participating Stockholder receives the same upon conversion of such Preferred Stock, with the same effect as if Common Stock were being conveyed, or (iii) shares of Preferred Stock. The Selling Holder Co-Sale Offeror shall use his or her best efforts to interest the Offeror in purchasing, in addition to the Offered Remaining Shares, the Shares the Participating Investors Stockholders wish to selltransfer. If the Offeror does not wish to purchase all of the Shares made available by the Selling Holder Co-Sale Offeror and the Participating InvestorsStockholders, then each Participating Investor Stockholder and the Selling Holder Co-Sale Offeror shall be entitled to sell, at the price and on the terms and conditions set forth in the Notice (provided that the price set forth in the Offer with respect to shares of Common Stock shall be appropriately adjusted, if necessary, based on the conversion ratio of any Preferred Stock to be sold), a portion of the Shares being sold to the Offeror, in the same proportion as such Selling Holder Co-Sale Offeror's or Participating Investor’s Stockholder's ownership of Shares (on an as-converted to Common Stock basis) bears to the aggregate number of Shares (on an as-converted to Common Stock basis) owned by the Selling Holder Co-Sale Offeror and the Participating InvestorsStockholders. The transaction contemplated by the Notice Notice, as adjusted pursuant to this Section 7(a), shall be consummated not later than 60 days after the expiration of the Option Period.

Failure to Fully Exercise Options; Co-Sale. 7.1. (a) If the Company and the Investors Eligible Shareholders do not exercise their options to purchase all of the Offered Shares within the periods described in this Agreement (the “"Option Period”"), then all options of the Company and the Investors Eligible Shareholders to purchase the Offered Shares, whether exercised or not, shall terminate, but each Investor which Eligible Shareholder has, pursuant to Section 64.5, expressed a desire to sell Shares in the transaction (a “"Participating Investor”Shareholder"), shall be entitled to do so pursuant to this Section. The Company shall promptly, on expiration of the Option Period, notify the Selling Holder Shareholder of the aggregate number of Shares the Participating Investors Shareholders wish to sell. The Selling Holder Shareholder shall use his or her its best efforts to interest the Offeror in purchasing, in addition to the Offered Shares, the Shares the Participating Investors Shareholders wish to sell. If the Offeror does not wish to purchase all of the Shares made available by the Selling Holder Shareholder and the Participating InvestorsShareholders, then each the Participating Investor Shareholders and the Selling Holder Shareholder shall be entitled to sell, at the price and on the terms and conditions set forth in the Notice (provided that the price set forth in the Offer with respect to shares of Common Stock shall be appropriately adjusted, if necessary, based on the conversion ratio of any Preferred Stock to be sold)Notice, a portion of the Shares being sold to the Offeror, in the same proportion as such Selling Holder Shareholder or Participating Investor’s ownership of Shares bears to the aggregate number of Shares owned by the Selling Holder and the Participating Investors. The transaction contemplated by the Notice shall be consummated not later than 60 days after the expiration of the Option Period.Shareholders'

Failure to Fully Exercise Options; Co-Sale. 7.1. (a) If the Company and the Investors Eligible Shareholders do not exercise their options to purchase all of the Offered Shares within the periods described in this Agreement (the “"Option Period”"), then all options of the Company and the Investors Eligible Shareholders to purchase the Offered Shares, whether exercised or not, shall terminate, but each Investor which Eligible Shareholder has, pursuant to Section 65.5, expressed a desire to sell Shares in the transaction (a “"Participating Investor”Shareholder"), shall be entitled to do so pursuant to this Section. The Company shall promptly, on expiration of the Option Period, notify the Selling Holder Shareholder of the aggregate number of Shares the Participating Investors Shareholders wish to sell. The Selling Holder Shareholder shall use his or her its best efforts to interest the Offeror in purchasing, in addition to the Offered Shares, the Shares the Participating Investors Shareholders wish to sell. If the Offeror does not wish to purchase all of the Shares made available by the Selling Holder Shareholder and the Participating InvestorsShareholders, then each the Participating Investor Shareholders and the Selling Holder Shareholder shall be entitled to sell, at the price and on the terms and conditions set forth in the Notice (provided that the price set forth in the Offer with respect to shares of Common Stock shall be appropriately adjusted, if necessary, based on the conversion ratio of any Preferred Stock to be sold)Notice, a portion of the Shares being sold to the Offeror, in the same proportion as such Selling Holder Shareholder or Participating Investor’s Shareholders' ownership of Shares bears to the aggregate number of Shares owned by the Selling Holder Shareholder and the Participating InvestorsShareholders. The transaction contemplated by the Notice shall be consummated not later than 60 days after the expiration of the Option Period.

Failure to Fully Exercise Options; Co-Sale. 7.16.1. If the Company and the Investors Stockholders do not exercise their options to purchase all of the Offered Shares or Notes, as the case may be, within the periods described in this Agreement (the “"Option Period”"), then all options of the Company and the Investors Stockholders to purchase the Offered SharesShares or Notes, as the case may be, whether exercised or not, shall terminate, but each Investor holder of Co-Sale Shares or Notes, as the case may be, which has, has given notice pursuant to Section 6, expressed a 5 of such holder's desire to sell Co-Sale Shares or Notes, as the case may be, in the transaction (a “"Participating Investor”Co-Sale Seller"), shall be entitled to do so pursuant to this Section. The Company shall promptly, on expiration of the Option Period, notify the Offeror and the Initial Selling Holder Stockholder of the aggregate number of Co-Sale Shares or Notes, as the case may be, the Participating Investors Co-Sale Sellers wish to sell. The Initial Selling Holder Stockholder shall use his or her best its commercially reasonable efforts to interest the Offeror in purchasing, in addition to the Offered SharesShares or Notes, as the case may be, the Co-Sale Shares or Notes, as the case may be, that the Participating Investors Co-Sale Sellers wish to sell. If the Offeror does not wish to purchase all of the Co-Sale Shares or Notes, as the case may be, made available by the Initial Selling Holder Stockholder and the Participating InvestorsCo-Sale Sellers, then each Participating Investor Co-Sale Seller and the Initial Selling Holder Stockholder shall be entitled to sell, at the price (subject to adjustment as described below) and on the same terms and conditions set forth in the Notice (provided that the price set forth or in the Offer with respect to case of a Participating Co-Sale Seller offering Co-Sale Shares that are shares of Preferred Stock of the Company when the Initial Selling Stockholder offers shares of Common Stock shall be appropriately adjustedStock, then such terms and conditions as would result if necessary, based on the conversion ratio of any Preferred Stock such offered Co-Sale Shares were deemed to be soldhave been converted into Common Stock), a portion its "pro rata portion" of the Shares or Notes, as the case may be, being sold to the Offeror. In determining the "pro rata portion" of the Shares being sold to the OfferorOfferor of a Participating Co-Sale Seller or an Initial Selling Stockholder for purposes of this Section 6, in (i) all shares of Preferred Stock shall be deemed to have been converted into Common Stock, and (ii) a Participating Co-Sale Seller's or an Initial Selling Stockholders' "pro rata portion" shall be represented by a fraction, (A) the same proportion as such Selling Holder or Participating Investor’s ownership numerator of which equals the number of Shares bears to (on an as-converted basis) then owned by the Participating Co-Sale Seller or the Initial Selling Stockholder and (B) the denominator of which equals the aggregate number of Shares (on an as-converted basis) then owned by the Initial Selling Holder Stockholder and all of the Participating Co-Sale Sellers; provided, that, to the extent that (a) the Offered Shares consist of capital stock of the Company and the Co-Sale Shares consist of the Enron Warrant, the Common Stock Warrants or the Series C Warrants (collectively, the "Warrants"), the price for such Warrants shall be discounted by then current exercise price of such Warrants, (b) to the extent that the Offered Shares consist of Warrants and the Co-Sale Shares consist of Common Stock or Preferred Stock, the price for such Common Stock or Preferred Stock, as the case may be, shall be increased by an amount equal to the then current exercise price of such Warrants and (c) to the extent that the Offered Shares consist of Warrants and the Co-Sale Shares consist of Warrants with different exercise prices, the price for the Warrants constituting Co-Sale Shares shall be equitably adjusted to reflect such difference; provided, further, that, in the event that any adjustment pursuant to clauses (a) or (c) above shall result in a price that is equal to or less than zero (0) for the Warrants constituting Co-Sale Shares, the Participating InvestorsCo-Sale Seller shall not be entitled to include such Co-Sale Shares. In determining the "pro rata portion" of the Notes being sold to the Offeror of a Participating Co-Sale Seller or an Initial Selling Stockholder for purposes of this Section 6, a Participating Co-Sale Seller's or an Initial Selling Stockholders' "pro rata portion" shall be represented by a fraction, (A) the numerator of which equals aggregate principal amount and accrued and unpaid interest outstanding under the Notes then owned by the Participating Co-Sale Seller or the Initial Selling Stockholder and (B) the denominator of which equals the aggregate principal amount and accrued and unpaid interest outstanding under the Notes then owned by the Initial Selling Stockholder and all of the Participating Co-Sale Sellers. The transaction contemplated by the Notice shall be consummated not later than 60 days after the expiration of the Option Period.

Failure to Fully Exercise Options; Co-Sale. 7.1. 6.1 If the Company and the Investors Non-Selling Stockholders do not exercise their options to purchase all of the Offered Shares within the periods described in this Agreement (the “"Option Period”"), then all options of the Company and the Investors Non-Selling Stockholders to purchase the Offered Shares, whether exercised or not, shall terminate, but and each Investor Non-Selling Stockholder which has, pursuant to Section 65, expressed a desire to sell Shares in the transaction (a “"Participating Investor”Stockholder"), shall be entitled to do so pursuant to this Section; provided, however, that with respect to Offered Shares consisting of Series C Preferred, the Participating Stockholders may only elect to sell Shares consisting of Series C Preferred. The Company shall promptly, on expiration of the Option Period, notify the Selling Holder Stockholder of the aggregate number of Shares the Participating Investors Stockholders wish to sell, specifying the class and series of such Shares and the number of Shares within each class and series. The Selling Holder Stockholder shall use his his, her or her its best efforts to interest the Offeror in purchasing, in addition to the Offered Shares, the Shares the that any Participating Investors wish Stockholder wishes to sell. If the Offeror does not wish to purchase all of the Shares made available by the Selling Holder Stockholder and the Participating InvestorsStockholders, then each Participating Investor Stockholder and the Selling Holder Stockholder shall be entitled to sell, at the price and on the terms and conditions set forth in the Notice (provided that the price set forth in the Offer with respect to shares of Common Stock shall be appropriately adjusted, if necessary, based on the conversion ratio of any Convertible Preferred Stock to be sold), a portion of the Shares being sold to the Offeror, in the same proportion Offeror as such Selling Holder or Participating Investor’s ownership of Shares bears to the aggregate number of Shares owned by the Selling Holder and the Participating Investors. The transaction contemplated by the Notice shall be consummated not later than 60 days after the expiration of the Option Period.follows:

Failure to Fully Exercise Options; Co-Sale. 7.16.1. If the Company and the Investors Stockholders do not exercise their options to purchase all of the Offered Shares within the periods described in this Agreement (the “"Option Period”"), then all options of the Company and the Investors Stockholders to purchase the Offered Shares, whether exercised or not, shall terminate, but each Investor Purchaser which has, pursuant to Section 65, expressed a desire to sell Co-Sale Shares in the transaction (a “"Participating Investor”Purchaser"), shall be entitled to do so pursuant to this Section. The Company shall promptly, on expiration of the Option Period, notify the Selling Holder Purchasers of the aggregate number of Co-Sale Shares the Participating Investors Purchasers wish to sell. The Initial Selling Holder Stockholder shall use his or her its best efforts to interest the Offeror in purchasing, in addition to the Offered Shares, the Co-Sale Shares the Participating Investors Purchasers wish to sell. If the Offeror does not wish to purchase all of the Co-Sale Shares made available by the Initial Selling Holder Stockholder and the Participating InvestorsPurchasers, then each Participating Investor Purchaser and the Initial Selling Holder Stockholder shall be entitled to sell, at the same price and on the same terms and conditions set forth in the Notice (provided that the price set forth or in the Offer with respect to case of a Purchaser offering Co-Sale Shares that are shares of Preferred Stock of the Company when the Initiating Selling Stockholder offers shares of Common Stock shall be appropriately adjustedStock, then such terms and conditions as would result if necessary, based on the conversion ratio of any Preferred Stock such offered Co-Sale Shares were deemed to be soldhave been converted into Common Stock), a portion of the Shares being sold to the Offeror, in the same proportion as such the Initial Selling Holder Stockholder's or Participating Investor’s Purchaser's ownership of Co-Sale Shares (or if either BayCorp or Equiva is the Initiating Selling Stockholder, ownership of Shares owned by such party and Co-Sale Shares owned by Participating Purchasers) bears to the aggregate number of Co-Sale Shares owned by the Initial Selling Stockholder and the Participating Purchasers (or if either BayCorp or Equiva is the Initiating Selling Stockholder, the aggregate number of Shares owned by the Selling Holder such party and Co-Sale Shares owned by the Participating InvestorsPurchasers). The transaction contemplated by the Notice shall be consummated not later than 60 days after the expiration of the Option Period.

Failure to Fully Exercise Options; Co-Sale. 7.1. 6.1 If the Company and the Investors Purchasers and Founders do not exercise their options to purchase all of the Offered Shares within the periods described in this Agreement (the “Option Period”"OPTION PERIOD"), then all options of the Company and the Investors Purchasers and Founders to purchase the Offered Shares, whether exercised or not, shall terminate, ; but each Investor which Purchaser and Founder who has, pursuant to Section 65, expressed a desire to sell Shares in the transaction (a “Participating Investor”), "PARTICIPANTS") shall be entitled to do so pursuant to this Section. The Secretary of the Company shall promptly, on upon expiration of the Option Period, notify the Significant Selling Holder Stockholder of the aggregate number of Shares the Participating Investors Participants wish to sell. The Significant Selling Holder Stockholder shall use his or her its best efforts to interest the Offeror in purchasing, in addition to the Offered Shares, the Shares the Participating Investors Participants wish to sell. If the Offeror does not wish to purchase all of the Shares made available by the Significant Selling Holder Stockholder and the Participating InvestorsParticipants, then each Participating Investor Participant and the Significant Selling Holder Stockholder shall be entitled to sell, at the price and on the terms and conditions set forth in the Notice (provided that the price set forth in the Offer with respect to shares of Common Stock shall be appropriately adjusted, if necessary, based on the conversion ratio of any Preferred Stock to be sold)Notice, a portion of the Shares being sold to the Offeror, in the same proportion as the Significant Selling Stockholder or such Selling Holder or Participating Investor’s Participant's ownership of Shares bears to the aggregate number of Shares owned by the Significant Selling Holder Stockholder and the Participating InvestorsParticipants. The transaction contemplated by the Notice shall be consummated not later than 60 days after the expiration of the Option Period.

Failure to Fully Exercise Options; Co-Sale. 7.16.1. If To the extent that the Company and the Investors Purchasers do not fully exercise their options to purchase all of the Offered Shares within the periods described in this Agreement (the “Option Period”), then all options of the Company and the Investors to purchase the Offered Shares, whether exercised or not, shall terminate, but each Investor which hasPurchaser that, pursuant to Section 65, expressed a desire to sell Shares in the transaction (a the “Participating InvestorPurchaser”), shall be entitled to do so pursuant to this Section, provided that the Selling Party holds at least 500,000 Shares and desires to sell at least 100,000 Shares. In the event that any of (i) Xxxx Xxxxxxx, (ii) Xxxxxx X. Xxxxxxxx Xx. or (iii) Xxxxxxx Xxxxxx is the Selling Party, each Purchaser shall be entitled to sell Shares in the transaction and shall be included in the definition of Participating Purchaser. The Company shall promptly, on expiration of the Option Period, notify the Selling Holder Party of the aggregate number of Shares the each Participating Investors wish Purchaser wishes to sell. The Selling Holder Party shall use his or her the Selling Party’s best efforts to interest the Offeror in purchasing, in addition to the Offered Shares, the Shares the each Participating Investors wish Purchaser wishes to sell. If the Offeror does not wish to purchase all of the Shares made available by the Selling Holder Party and the each Participating InvestorsPurchaser, then each Participating Investor Purchaser and the Selling Holder Party shall be entitled to sell, at the price and on the terms and conditions set forth in the Notice (provided that the price set forth in the Offer Notice with respect to shares of Common Stock shall be appropriately adjusted, if necessary, based on the conversion ratio of any Preferred Stock to be sold), a portion of the Shares being sold to the Offeror, in the same proportion as such Selling Holder Party or each Participating InvestorPurchaser’s ownership of Shares bears to the aggregate number of Shares owned by the Selling Holder Party and the such Participating InvestorsPurchasers. The transaction contemplated by the Notice shall be consummated not later than 60 days after the expiration of the Option Period.

Failure to Fully Exercise Options; Co-Sale. 7.1. (i) If the Company LLC and the Investors Eligible Members do not exercise their options to purchase all of the Offered Shares Units within the periods described in this Agreement Section 7.5 (the “Option Period”), then all options of the Company LLC and the Investors Eligible Members to purchase the Offered SharesUnits, whether exercised or not, shall terminate, but each Investor Eligible Member which has, pursuant to Section 67.5(c)(i), expressed a desire to sell Shares Transfer Units in the transaction (a “Participating InvestorEligible Member”), shall be entitled to do so pursuant to this SectionSection 7.5(d). The Company LLC shall promptly, on expiration of the Option Period, notify the Selling Holder Member of the aggregate number of Shares Units the Participating Investors Eligible Members wish to sellTransfer. The Selling Holder Member shall use his or her its best efforts to interest the Offeror in purchasing, in addition to the Offered SharesUnits, the Shares Units the Participating Investors Eligible Members wish to sellTransfer. If the Offeror does not wish to purchase all of the Shares Units made available by the Selling Holder Member and the Participating InvestorsEligible Members, then each Participating Investor Eligible Member and the Selling Holder Member shall be entitled to sellTransfer, at the price and on the terms and conditions set forth in the OPE Notice (or in Section 7.5(e), as applicable), a portion of the Units being sold to the Offeror, in the same proportion as such Selling Member’s or Participating Eligible Member’s ownership of Units bears to the aggregate number of Units owned by the Selling Member and the Participating Eligible Members; provided that the price set forth in the Offer OPE Notice with respect to shares any Units convertible into a different class of Common Stock Units, or any Units possessing a liquidation preference over one or more other classes of Units (including by reason of another class of Units constituting profits interests) shall be appropriately adjusted, if necessary, based on the conversion ratio of any Preferred Stock convertible Units to be sold), a portion sold and/or on the amounts distributable in liquidation of the Shares being sold LLC with respect to the Offeror, in the same proportion as such Selling Holder or Participating Investor’s ownership of Shares bears to the aggregate number of Shares owned by the Selling Holder and the Participating Investorsany Units possessing a liquidation preference. The transaction contemplated by the OPE Notice shall be consummated not later than 60 days after the expiration of the Option Period.

Failure to Fully Exercise Options; Co-Sale. 7.1. 6.1 If the Company and the Investors Purchasers or Founders do not exercise their options to purchase all of the Offered Shares within the periods described in this Agreement (the “"Option Period”"), then all options of the Company and the Investors Purchasers or Founders to purchase the Offered Shares, whether exercised or not, shall terminate, but each Investor Purchaser or Founder which has, pursuant to Section 65, expressed a desire to sell Shares in the transaction (a “"Participating Investor”Purchaser"), shall be entitled to do so pursuant to this Section. The Company shall promptly, on expiration of the Option Period, notify the Selling Holder Party of the aggregate number of Shares the Participating Investors Purchasers or Founders wish to sell. The Selling Holder Party shall use his or her best efforts to interest the Offeror party to which the Selling Party proposes to sell or otherwise dispose of the Shares or an interest in the Shares (the "Prospective Buyer") in purchasing, in addition to the Offered Shares, the Shares the Participating Investors Purchasers or Founders wish to sell. If the Offeror Prospective Buyer does not wish to purchase all of the Shares made available by the Selling Holder Party and the Participating InvestorsPurchasers or Founders, then (i) if the Selling Party is a Founder, then each Participating Investor Purchaser and the Selling Holder Party shall be entitled to sell, at the price and on the terms and conditions set forth in the Notice (provided that the price set forth in the Offer with respect to shares of Common Stock shall be appropriately adjusted, if necessary, based on the conversion ratio of any Preferred Stock to be sold)Notice, a portion of the Shares being sold to the OfferorProspective Buyer, in the same proportion as such Selling Holder Party or Participating Investor’s Purchaser's ownership of Shares bears to the aggregate number of Shares owned by the Selling Holder Party and the Participating InvestorsPurchasers or (ii) if the Selling Party is a Participating Purchaser, then each Founder and the Selling Party shall be entitled to sell, at the price and on the terms and conditions set forth in the Notice, an equal number of Shares to the Prospective Buyer. The transaction contemplated by the Notice shall be consummated not later than 60 days after the expiration of the Option Period.

Failure to Fully Exercise Options; Co-Sale. 7.1. (a) If the Company and the Investors RFR Holders do not exercise their options to purchase all of the Offered Shares within the periods period described in this Agreement Article IV (the “"Option Period”"), then all options of the Company and the Investors RFR Holders to purchase the Offered Shares, whether exercised or not, shall terminate, but each Investor RFR Holder which has, pursuant to Section 64(a), expressed a desire to sell Shares in the transaction (a “"Participating Investor”RFR Holder"), shall be entitled to do so pursuant to this Section. The Company shall promptly, on expiration of the Option Period, notify the Selling Holder of the aggregate number of Shares the Participating Investors wish to sellSection 5. The Selling Holder Founder shall use his or her best efforts to interest the Offeror Offeree in purchasing, in addition to the Offered Shares, the Shares the Participating Investors RFR Holders wish to sell. If the Offeror Offeree does not wish to purchase all of the Shares shares made available by the Selling Holder Founder and the Participating InvestorsRFR Holders, then each Participating Investor RFR Holder and the Selling Holder Founder shall be entitled to sell, at the price and on the terms and conditions set forth in the Notice (provided that the price set forth in the Offer with respect to shares of Common Stock shall be appropriately adjusted, if necessary, based on the conversion ratio of any Preferred Stock to be sold)Notice, a portion of the Offered Shares being sold to the OfferorOfferee, with the number of Shares to be sold by each Participating RFR Holder based on the priorities set forth in the same proportion as such first sentence of Section 4(a) and the allocation between the Selling Holder or Founder, on the one hand, and the Participating Investor’s ownership of Shares bears RFR Holders, on the other hand, to the aggregate be pro rata based on number of Shares owned by the Selling Holder Founder and the such Participating InvestorsRFR Holders. The transaction contemplated by the Notice notice shall be consummated not later than 60 five days after the expiration of the Option Period.

Failure to Fully Exercise Options; Co-Sale. 7.1. (a) If the Company and the Investors Purchasers do not exercise their options to purchase all of the Offered Shares within the periods described in this Agreement (the “"Option Period”"), then all options of the Company and the Investors Purchasers to purchase the Offered Shares, whether exercised or not, shall terminateterminate with respect to that sale only, but each Investor Purchaser which has, pursuant to Section 65 of this Article V, expressed a desire to sell Voting Shares in the transaction (a “"Participating Investor”Purchaser"), shall be entitled to do so pursuant to this SectionSection 6. The Secretary of the Company shall promptly, on expiration of the Option Period, notify the Selling Holder Founder of the aggregate number of Voting Shares the Participating Investors Purchasers wish to sell. The Selling Holder Founder shall use his or her best efforts to interest the Offeror in purchasing, in addition to the Offered Shares, the Voting Shares the Participating Investors Purchasers wish to sell. If the Offeror does not wish to purchase all of the Voting Shares made available by the Selling Holder Founder and the Participating InvestorsPurchasers, then each Participating Investor Purchaser and the Selling Holder Founder shall be entitled to sell, at the price and on the terms and conditions set forth in the Notice (provided that the price set forth in the Offer with respect to shares of Common Stock shall be appropriately adjusted, if necessary, based on the conversion ratio of any Preferred Stock to be sold)Notice, a portion of the Voting Shares being sold to the Offeror, in the same proportion as such Selling Holder Founder or Participating Investor’s Purchaser's ownership of Voting Shares bears to the aggregate number of Voting Shares owned held by the Selling Holder Founder and the Participating InvestorsPurchasers. Any Participating Purchaser may at its option convert the portion of its Preferred Stock requested to be included in the proposed sale by the Selling Founder into Common Stock. The Company and the Selling Founder agree to make any such conversion concurrent with the actual transfer of such shares to the proposed transferee. The transaction contemplated by the Notice shall be consummated not later than 60 days after the expiration of the Option Period.