Common use of Irrevocable Offer Clause in Contracts

Irrevocable Offer. The offer of each Participating Seller contained in his Tag Along Offer shall be irrevocable, and, to the extent such offer is accepted, such Participating Seller shall be bound and obligated to Sell in the proposed Sale on the same terms and conditions, with respect to each Share Sold (subject to Section 4.3.4 in the case of Options, Warrants and Convertible Securities), as the Prospective Selling Investors, up to such number of Shares as such Participating Seller shall have specified in his Tag Along Offer; provided, however, that if the principal terms of the proposed Sale change with the result that the per share price shall be less than the minimum per share price set forth in the Tag Along Notice or the other principal terms shall be materially less favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, each Participating Seller shall be permitted to withdraw the offer contained in his Tag Along Offer and shall be released from his obligations thereunder.

Irrevocable Offer. The offer of each Participating Seller contained in his Tag Along Offer shall will be irrevocable, and, to the extent such offer is accepted, such Participating Seller shall will be bound and obligated to Sell in the proposed Sale on the same terms and conditions, with respect to each Share Sold (subject to Section 4.3.4 in the case of Options, Warrants and Convertible Securities), as the Prospective Selling Investors, up to such number of Shares as such Participating Seller shall will have specified in his Tag Along Offer; provided, however, that if the principal terms of the proposed Sale change with the result that the per share price shall will be less than the minimum per share price set forth in the Tag Along Notice or the other principal terms shall will be materially less favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, each Participating Seller shall will be permitted to withdraw the offer contained in his Tag Along Offer and shall will be released from his obligations thereunder.

Irrevocable Offer. The offer of each Participating Seller contained in his such holder’s Tag Along Offer shall be irrevocable, and, to the extent such offer is accepted, such Participating Seller shall be bound and obligated to Sell in the proposed Sale on the same terms and conditions, with respect to each Share Sold (subject to Section 4.3.4 in the case of Options, Warrants and Convertible Securities), as the Prospective Selling InvestorsStockholder, up to such number of Shares as such Participating Seller shall have specified in his such holder’s Tag Along Offer; provided, however, that if the principal terms of the proposed Sale change with the result that the per share price shall be less than the minimum per share price set forth in the Tag Along Notice or the other principal terms and conditions shall be materially less favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, each Participating Seller shall be permitted to withdraw the offer contained in his such holder’s Tag Along Offer by written notice to the Prospective Selling Stockholder and upon such withdrawal shall be released from his such holder’s obligations thereunder.

Irrevocable Offer. The offer of each Participating Seller contained in his his, her or its Tag Along Offer shall will be irrevocable, and, to the extent such offer is accepted, such Participating Seller shall will be bound and obligated to Sell in the proposed Sale on the same terms and conditions, with respect to each Share Sold (subject to Section 4.3.4 hereof in the case of Options, Warrants and Convertible Securities), as the Prospective Selling Investors, up to such number of Shares as such Participating Seller shall will have specified in his his, her or its Tag Along Offer; provided, however, that if the principal terms of the proposed Sale change with the result that the per share Share price shall will be less than the minimum per share Share price set forth in the Tag Along Notice or the other principal terms shall will be materially less favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, each Participating Seller shall will be permitted to withdraw the offer contained in his his, her or its Tag Along Offer and shall will be released from his his, her or its obligations thereunder.

Irrevocable Offer. The offer of each Participating Seller contained in his Tag Along Offer shall be irrevocable, and, to the extent such offer is accepted, such Participating Seller shall be bound and obligated to Sell in the proposed Sale on the same terms and conditions, with respect to each Common Share Sold (subject to Section 4.3.4 in the case of Options, Warrants and Convertible Securities)Sold, as the Prospective Selling Investors, up to such number of Common Shares as such Participating Seller shall have specified in his Tag Along Offer; provided, however, that if the principal terms of the proposed Sale change with the result that the per share price consideration shall be less than the minimum per share price consideration set forth in the Tag Along Notice (other than from a change in the value of the Marketable Securities, if any, included in the per share consideration) or the other principal material terms shall be materially less favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, each Participating Seller shall be permitted to withdraw the offer contained in his Tag Along Offer and shall be released from his obligations thereunder.

Irrevocable Offer. The offer of each Tag Along Participating Seller contained in his his, her or its Tag Along Offer shall will be irrevocable, and, to the extent such offer is accepted, such Tag Along Participating Seller shall will be bound and obligated to Sell in the proposed Sale on the same terms and conditions, with respect to each Share Sold (subject to Section 4.3.4 in the case of Options, Warrants and Convertible Securities4.3), as the Prospective Selling Investors, up to such number of Shares as such Tag Along Participating Seller shall have specified in his his, her or its Tag Along Offer; provided, however, provided that if the principal terms of the proposed Sale change with the result that the per share price shall be for each applicable class becomes less than 90% of the minimum price per share price of such class set forth in the Tag Along Notice or the other principal terms shall be are materially less favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, then each Tag Along Participating Seller shall will be permitted to withdraw the offer contained in his such Tag Along Participating Seller’s Tag Along Offer and shall be released from his his, her or its obligations thereunder.

Irrevocable Offer. The offer of each Participating Seller contained in his its Tag Along Offer shall be irrevocable, and, to the extent such offer is accepted, such Participating Seller shall be bound and obligated to Sell sell in the proposed Sale on the same terms and conditions, with respect to each Share Sold (subject to Section 4.3.4 in the case of Options, Warrants and Convertible Securities)sold, as the Prospective Selling InvestorsClass B Stockholders, up to such number of Shares as such Participating Seller shall have specified in his its Tag Along Offer; provided, however, that if the principal terms of the proposed Sale change with the result that the per share price shall be less than the minimum per share price set forth in the Tag Along Notice or the other principal terms shall be materially less favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, each Participating Seller shall be permitted to withdraw the offer contained in his its Tag Along Offer and shall be released from his its obligations thereunder.

Irrevocable Offer. The offer of each Participating Seller contained in his Tag Along Offer shall be irrevocable, and, to the extent such offer is accepted, such Participating Seller shall be bound and obligated to Sell in the proposed Sale on the same terms and conditions, with respect to each Share Sold (subject to Section 4.3.4 in the case of Options, Warrants and Convertible Securities), as the Prospective Selling Investors, up to such number of Shares as such Participating Seller shall have specified in his Tag Along Offer; provided, however, that if the principal terms of the proposed Sale change with the result that the per share price shall be less than the minimum per share price set forth in the Tag Along Notice or the other principal terms shall be materially less favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, each Participating Seller shall be permitted to withdraw the offer contained in his Tag Along Offer and shall be released from his obligations thereunder.the

Irrevocable Offer. The offer of each Participating Seller contained in his its Tag Along Offer shall be irrevocable, and, to the extent such offer is accepted, such Participating Seller shall be bound and obligated to Sell in the proposed Sale on the same terms and conditions, with respect to each Share Sold (subject to Section 4.3.4 3.5.4 in the case of Options, Warrants and Convertible Securities), as the Prospective Selling InvestorsInvestor, up to such number of Shares as such Participating Seller shall have specified in his its Tag Along Offer; provided, however, that if the principal terms of the proposed Sale change with the result that the per share price shall be less than the minimum per share price set forth in the Tag Along Notice or the other principal terms shall be materially less favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, each Participating Seller shall be permitted to withdraw the offer contained in his its Tag Along Offer and shall be released from his its obligations thereunder.

Irrevocable Offer. The offer of each Participating Seller contained in his or her Tag Along Offer shall be irrevocable, and, to the extent such offer is accepted, such Participating Seller shall be bound and obligated to Sell sell in the proposed Sale on the same terms and conditions, with respect to each Share Sold (subject to Section 4.3.4 in the case of Options, Warrants and Convertible Securities), conditions as the Prospective Selling InvestorsMajority Holder, up to such number of Shares as such Participating Seller shall have specified in his or her Tag Along Offer; provided, however, that if the principal terms of the proposed Sale change with the result that the per share Share price shall be less than the minimum per share Share price set forth in the Tag Along Notice or the other principal terms shall be materially less favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, each Participating Seller shall be permitted to withdraw the offer contained in his or her Tag Along Offer and shall be released from his his, her or its obligations thereunder.

Irrevocable Offer. The offer of each Participating Seller contained in his Tag Along Offer shall be irrevocable, and, subject to the extent such offer is acceptedSection 2.1.4, Section 2.1.5 and Section 2.3, such Participating Seller shall be irrevocably bound and obligated to Sell in the proposed Sale on the same terms and conditions, with respect to each Share Sold (subject to Section 4.3.4 in the case of Options, Warrants and Convertible Securities2.3), as the Prospective Selling InvestorsStockholders, up to such number of Shares as such Participating Seller shall have specified in his Tag Along Offer; provided, however, that if the principal terms of the proposed Sale change with the result that the per share price shall be less than the minimum per share price set forth in the Tag Along Notice or the other principal terms shall be materially less favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, each Participating Seller shall be permitted to withdraw the offer contained in his Tag Along Offer and shall be released from his obligations thereunder.

Irrevocable Offer. The offer of each Participating Seller ----------------- contained in his Tag Along Offer shall be irrevocable, and, to the extent such offer is accepted, such Participating Seller shall be bound and obligated to Sell in the proposed Sale on the same terms and conditions, with respect to each Share Sold (subject to Section 4.3.4 in the case of Options, Warrants and Convertible Securities), as the Prospective Selling InvestorsGroup, up to such number of Shares as such Participating Seller shall have specified in his Tag Along Offer; provided, however, that if the principal terms of the proposed Sale change -------- ------- with the result that the per share price shall be less than the minimum per share price set forth in the Tag Along Notice or the other principal terms shall be materially less favorable to the Tag Along Sellers Selle rs than those set forth in the Tag Along Notice, each Participating Seller shall be permitted to withdraw the offer contained in his Tag Along Offer and shall be released from his obligations thereunder.

Irrevocable Offer. The offer of each Participating Seller contained in his Tag Along Offer shall be irrevocable, and, to the extent such offer is accepted, such Participating Seller shall be bound and obligated to Sell in the proposed Sale on the same terms and conditions, with respect to each Management Share Sold (subject to Section 4.3.4 3.3.4 in the case of Options, Warrants and Convertible Securities), as the Prospective Selling InvestorsGroup, up to such number of Management Shares as such Participating Seller shall have specified in his Tag Along Offer; provided, however, that if the principal terms of the proposed Sale change with the result that the per share price shall be less than the minimum per share price set forth in the Tag Along Notice or the other principal terms shall be materially less favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, each Participating Seller shall be permitted to withdraw the offer contained in his Tag Along Offer and shall be released from his obligations thereunder.

Irrevocable Offer. The offer of each Participating Tag Along Seller contained in his its Tag Along Offer shall be irrevocable, and, to the extent such offer is accepted, such Participating Tag Along Seller shall be bound and obligated to Sell in the proposed Sale on the same terms and conditions, with respect to each Share Sold type of Shares sold in the Sale (subject to Section 4.3.4 3.3(d) in the case of Options, Warrants and Convertible Securities), as the Prospective Selling InvestorsSeries A Seller, up to such number and type of Shares as such Participating Tag Along Seller shall have specified in his its Tag Along Offer; provided, however, that if the principal terms of the proposed Sale change with the result that the per share price of type of Share shall be less than the minimum per share price of such type of Share set forth in the Tag Along Notice or the other principal terms shall be materially less favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, each Participating Tag Along Seller shall be permitted to withdraw the offer contained in his its Tag Along Offer and shall be released from his its obligations thereunder.

Irrevocable Offer. The offer of each Participating Seller contained in his Tag Along Offer shall be irrevocable, and, to the extent such offer is accepted, such Participating Seller shall be bound and obligated to Sell in the proposed Sale on the same terms and conditions, with respect to each Share Sold (subject to Section 4.3.4 in the case of Options, Warrants and Convertible Securities), as the Prospective Selling Investors, up to such number of Shares as such Participating Seller shall have specified in his Tag Along Offer; provided, however, that if the principal terms of the proposed Sale change with the result that the per share price shall be less than the minimum per share price set forth in the Tag Along Notice or the other principal terms shall be materially less favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, each Participating Seller shall be permitted to withdraw the offer contained in his Tag Along Offer and shall be released from his obligations thereunder.

Irrevocable Offer. The offer of each Tag Along Participating Seller contained in his his, her or its Tag Along Offer shall will be irrevocable, and, to the extent such offer is accepted, such Tag Along Participating Seller shall will be bound and obligated to Sell sell in the proposed Sale on the same terms and conditions, with respect to each Share Sold sold (subject to Section 4.3.4 in the case of Options, Warrants and Convertible Securities4.3.3), as the Prospective Selling Investors, up to such number of Shares as such Tag Along Participating Seller shall have specified in his his, her or its Tag Along Offer; provided, however, that if the principal terms of the proposed Sale change with the result that the per share price shall be becomes less than 90% of the minimum per share price set forth in the Tag Along Notice or the other principal terms shall be are materially less favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, then each Tag Along Participating Seller shall will be permitted to withdraw the offer contained in his such Tag Along Participating Seller’s Tag Along Offer and shall be released from his his, her or its obligations thereunder.

Irrevocable Offer. The offer of each Participating Seller contained in his Tag Along Offer shall be irrevocable, and, to the extent such offer is accepted, such Participating Seller shall be bound and obligated to Sell in the proposed Sale on the same terms and conditions, with respect to each Franchisee Share Sold (subject to Section 4.3.4 in the case of Options, Warrants and Convertible Securities)Sold, as the Prospective Selling InvestorsGroup, up to such number of Franchisee Shares as such Participating Seller shall have specified in his Tag Along Offer; provided, however, that if the principal terms of the proposed Sale change with the result that the per share price shall be less than the minimum per share price set forth in the Tag Along Notice or the other principal terms shall be materially less favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, each Participating Seller shall be permitted to withdraw the offer contained in his Tag Along Offer and shall be released from his obligations thereunder.