Common use of Market Sales Clause in Contracts

Market Sales. (i) If, at any time after the date of this Agreement, a Stockholder desires to sell or otherwise transfer, directly or indirectly, through a Derivatives Transaction or otherwise, in a Market Sale all or any portion of such Stockholder’s Common Securities (a “Market Selling Stockholder”) then each of the holders of Preferred Securities may request that the Company redeem certain Preferred Securities held by such holder of Preferred Securities as provided in this Section 3(b), and the right of the Market Selling Stockholder to sell or otherwise transfer any Common Securities in such Market Sale shall be subject to the Company agreeing, at its sole option, to redeem such Preferred Securities pursuant to this Section 3(b). The Market Selling Stockholder shall give written notice (the “Market Tag-Along Notice”) to each of the holders of Preferred Securities and the Company of each proposed Market Sale at least one (1) Business Day prior to the proposed effective date of such Market Sale, subject to the timing set forth in Section 3(b)(iii) below. The Market Tag-Along Notice shall set forth the terms and conditions of the Market Sale, including the number of Offered Securities and the proposed timing of the Market Sale and the price per share (the “Redemption Price”) at which the respective Preferred Securities will be redeemed (which, in the case of (a) the Series A Securities shall be equal to one hundred (100) times the volume weighted average for shares of Common Stock on the Market on the proposed date of such Market Sale (subject to equitable adjustment for stock splits, combinations and the like that are made with respect to the Series A Preferred Stock where no corresponding adjustment is made to the Common Stock), (b) the Series C Preferred Stock shall be equal to (X) the Conversion Shares (as defined in the Series C Certificate of Designation) divided by the number of shares of Series C Preferred Stock issued and outstanding as of the Series C Original Issue Date (as defined in the Series C Certificate of Designation) times (Y) the volume weighted average for shares of Common Stock on the Market on the proposed date of such Market Sale (subject to equitable adjustment for stock splits, combinations and the like that are made with respect to the Series C Preferred Stock where no corresponding adjustment is made to the Common Stock) and (c) the Series E Securities shall be equal to Conversion Rate (as defined in the Series E Certificate of Designation) times the volume weighted average for shares of Common Stock on the Market on the proposed date of such Market Sale (subject to equitable adjustment for stock splits, combinations and the like that are made with respect to the Series E Preferred Stock, Series E-1 Preferred Stock or Series E-2 Preferred Stock, as applicable, where no corresponding adjustment is made to the Common Stock)). The Market Tag-Along Notice shall be delivered by hand delivery to the addresses and confirmed telephonically to the individuals set forth on Schedule B hereto, as such addresses and telephone numbers may be updated from time to time by each of the holders of Preferred Securities upon written notice to the Company and the Stockholders. (ii) If a Stockholder exercises its tag-along redemption rights in accordance with Section 3(b)(iii) below, such Stockholder shall request the Company to redeem a portion of its Preferred Securities equal to the product of (A) the number of Preferred Securities then held by such Stockholder and (B) a fraction (1) the numerator of which shall be the number of Offered Securities, and (2) the denominator of which shall be the total number of Common Securities held as of the date of this Agreement by the Market Selling Stockholder and the holders of Preferred Securities participating in such Sale (as adjusted for stock splits, combinations and the like and as reduced by any Sales previously made by the Market Selling Stockholder and such holders of Preferred Securities subsequent to the date of this Agreement). (iii) If the Market Tag-Along Notice is delivered prior to 10 a.m. New York time, the tag-along redemption rights provided in this Section 3(b) must be exercised in respect of the Preferred Securities by the holders of Preferred Securities prior to 5 p.m., New York time, on the date of the Market Tag-Along Notice and if the Market Tag-Along Notice is delivered at or after 10 a.m. New York time, the tag-along redemption rights provided in this Section 3(b) must be exercised by the holders of Preferred Securities prior to 5 p.m., New York time, on the Business Day following its receipt of the Market Tag-Along Notice. The tag-along redemption rights shall be exercised by delivery of a written notice (the “Redemption Notice”) to the Market Selling Stockholder, with a copy to the Company, indicating such Stockholder’s desire to exercise its rights and specifying the number and series of Preferred Securities it requests to have the Company redeem. The Preferred Securities shall be in the same proportion of Shares and Warrants as the Offered Securities. The Company must notify the Market Selling Stockholder and each of the holders of Preferred Securities whether it agrees, in its sole option, to effect the requested redemption within the following applicable timeframe: (A) if the Company receives such holder of Preferred Securities’ Redemption Notice at least two hours prior to 5 p.m., New York time, on the date of the Redemption Notice, then it must provide such notification prior to 5 p.m., New York time, on such date, or (B) if the Company receives such holder of Preferred Securities’ Redemption Notice less than two hours prior to 5 p.m. or after 5 p.m., New York time, on the date of the Redemption Notice, then it must provide such notification prior to 11:00 AM, New York time, on the Business Day following the date on which it received such Redemption Notice. If the Company agrees, at its sole option, to redeem such Preferred Securities, it shall do so within four Business Days of the receipt by the Company of the Redemption Notice at the price per share set forth in the Market Tag-Along Notice; provided, however, that if the Market Selling Stockholder does not consummate the Market Sale set forth in the Market Tag-Along Notice, the Company shall not be required to redeem the Preferred Securities and for the purposes of this Agreement, the Market Tag-Along Notice shall be treated as having been withdrawn. (iv) If a Stockholder properly exercises its tag-along redemption rights under this Section 3(b) and the Company does not agree to redeem the Preferred Securities, then the Market Selling Stockholder may elect to purchase the Preferred Securities at a price per share equal to the Redemption Price. (v) If a Stockholder properly exercises its tag-along redemption rights under this Section 3(b) and (A) the Company does not agree to redeem the Preferred Securities and (B) the Market Selling Stockholder does not elect to purchase such Preferred Securities, then the Market Selling Stockholder(s) shall not be permitted to consummate the proposed Sale of the Common Securities, and any such attempted Sale shall be null and void. (vi) If a Stockholder properly exercises its tag-along redemption rights under this Section 3(b) and the Company agrees to redeem the Preferred Securities but fails to do so for any reason, then the Market Selling Stockholder(s) shall, within two Business Days of such failure by the Company, purchase the Preferred Securities at the Redemption Price. (vii) Any notice given by a Stockholder in which it elects to exercise its tag-along redemption rights provided in this Section 3(b) shall be irrevocable and shall constitute a binding agreement to submit for redemption or sell to the Market Selling Stockholder such Preferred Securities as are included therein on the terms and conditions applicable to such redemption or sale.

Market Sales. (i) If, at any time after the date of this Agreement, a Selling Stockholder desires to sell or otherwise transfer, directly or indirectly, through a Derivatives Transaction or otherwise, in a Market Sale all or any portion of such Selling Stockholder’s Common Securities (a “Market Selling Stockholder”) then each of the holders of Preferred Securities UBS may request that the Company redeem certain Preferred Securities held by such holder of Preferred Securities UBS as provided in this Section 3(b2(b), and the right of the Market Selling Stockholder to sell or otherwise transfer any Common Securities in such Market Sale shall be subject to the Company agreeing, at its sole option, to redeem such Preferred Securities pursuant to this Section 3(b2(b). The Market Selling Stockholder shall give written notice (the “Market a Tag-Along Notice”) Notice to each of the holders of Preferred Securities UBS and the Company of each proposed Market Sale at least one (1) Business Day prior to the proposed effective date of such Market Sale, subject to the timing set forth in Section 3(b)(iii2(b)(iii) below. The Market Tag-Along Notice shall set forth the terms and conditions of the Market Sale, including the number of Offered Securities and the proposed timing of the Market Sale and the price per share (the “Redemption Price”) at which the respective shares of Series A Preferred Securities Stock will be redeemed (which, in the case of (a) the Series A Securities which shall be equal to one hundred (100) times the volume weighted average for shares of Common Stock on the Market on the proposed date of such Market Sale (subject to equitable adjustment for stock splits, combinations and the like that are made with respect to the Series A Preferred Stock where no corresponding adjustment is made to the Common Stock), (b) the Series C Preferred Stock shall be equal to (X) the Conversion Shares (as defined in the Series C Certificate of Designation) divided by the number of shares of Series C Preferred Stock issued and outstanding as of the Series C Original Issue Date (as defined in the Series C Certificate of Designation) times (Y) the volume weighted average for shares of Common Stock on the Market on the proposed date of such Market Sale (subject to equitable adjustment for stock splits, combinations and the like that are made with respect to the Series C Preferred Stock where no corresponding adjustment is made to the Common Stock) and (c) the Series E Securities shall be equal to Conversion Rate (as defined in the Series E Certificate of Designation) times the volume weighted average for shares of Common Stock on the Market on the proposed date of such Market Sale (subject to equitable adjustment for stock splits, combinations and the like that are made with respect to the Series E Preferred Stock, Series E-1 Preferred Stock or Series E-2 Preferred Stock, as applicable, where no corresponding adjustment is made to the Common Stock)). The Market Tag-Along Notice shall be delivered by hand delivery to the addresses set forth on Exhibit B hereto and confirmed telephonically to the individuals set forth on Schedule B heretoHead of Strategic Investments for Equities and Fixed Income at (000) 000-0000, as such addresses and telephone numbers may be updated from time to time by each of the holders of Preferred Securities UBS upon written notice to the Company and the Stockholders. (ii) If a Stockholder UBS exercises its tag-along redemption rights in accordance with Section 3(b)(iii2(b)(iii) below, such Stockholder UBS shall request the Company to redeem a portion of its Preferred Securities equal to the product of (A) the number of Preferred Securities then held by such Stockholder UBS and (B) a fraction (1) the numerator of which shall be the number of Offered Securities, and (2) the denominator of which shall be the total number of Common Securities held as of the date of this Agreement by the Market Selling Stockholder and the holders of Preferred Securities Stockholder(s) participating in such Sale (as adjusted for stock splits, combinations and the like and as reduced by any Sales previously made by the Market such Selling Stockholder and such holders of Preferred Securities Stockholder(s) subsequent to the date of this Agreement). (iii) If the Market Tag-Along Notice is delivered prior to 10 a.m. New York time, the tag-along redemption rights provided in this Section 3(b2(b) must be exercised in respect of the Preferred Securities by the holders of Preferred Securities UBS prior to 5 p.m., New York time, on the date of the Market Tag-Along Notice and if the Market Tag-Along Notice is delivered at or after 10 a.m. New York time, the tag-along redemption rights provided in this Section 3(b2(b) must be exercised by the holders of Preferred Securities UBS prior to 5 p.m., New York time, on the Business Day following its receipt of the Market Tag-Along Notice. The tag-along redemption rights shall be exercised by delivery of a written notice (the “Redemption Notice”) to the Market Selling Stockholder, with a copy to the Company, indicating such Stockholder’s UBS’ desire to exercise its rights and specifying the number and series of Preferred Tagging Securities it requests to have the Company redeem. The Preferred Tagging Securities shall be in the same proportion of Shares and Warrants as the Offered Securities. The Company must notify the Market Selling Stockholder and each of the holders of Preferred Securities UBS whether it agrees, in its sole option, to effect the requested redemption within the following applicable timeframe: (A) if the Company receives such holder of Preferred SecuritiesUBS’ Redemption Notice at least two hours prior to 5 p.m., New York time, on the date of the Redemption Notice, then it must provide such notification prior to 5 p.m., New York time, on such date, or (B) if the Company receives such holder of Preferred SecuritiesUBS’ Redemption Notice less than two hours prior to 5 p.m. or after 5 p.m., New York time, on the date of the Redemption Notice, then it must provide such notification prior to 11:00 AM, New York time, on the Business Day following the date on which it received such UBS’ Redemption Notice. If the Company agrees, at its sole option, to redeem such Preferred Tagging Securities, it shall do so within four Business Days of the receipt by the Company of the Redemption Notice at the price per share set forth in the Market Tag-Along Notice; provided, however, that if the Market Selling Stockholder does not consummate the Market Sale set forth in the Market Tag-Along Notice, the Company shall not be required to redeem the Preferred Tagging Securities and for the purposes of this Agreement, the Market Tag-Along Notice shall be treated as having been withdrawn. (iv) If a Stockholder UBS properly exercises its tag-along redemption rights under this Section 3(b2(b) and the Company does not agree to redeem the Preferred Tagging Securities, then the Market Selling Stockholder Stockholder(s) may elect to purchase the Preferred Tagging Securities at a price per share equal to the Redemption Price. (v) If a Stockholder UBS properly exercises its tag-along redemption rights under this Section 3(b2(b) and (A) the Company does not agree to redeem the Preferred Tagging Securities and (B) the Market Selling Stockholder Stockholder(s) does not elect to purchase such Preferred Tagging Securities, then the Market Selling Stockholder(s) shall not be permitted to consummate the proposed Sale of the Common Securities, and any such attempted Sale shall be null and void. (vi) If a Stockholder UBS properly exercises its tag-along redemption rights under this Section 3(b2(b) and the Company agrees to redeem the Preferred Tagging Securities but fails to do so for any reason, then the Market Selling Stockholder(s) shall, within two Business Days of such failure by the Company, purchase the Preferred Tagging Securities at the Redemption Price. (vii) Any notice given by a Stockholder UBS in which it elects to exercise its tag-along redemption rights provided in this Section 3(b2(b) shall be irrevocable and shall constitute a binding agreement to submit for redemption or sell to the Market Selling Stockholder such Preferred Tagging Securities as are included therein on the terms and conditions applicable to such redemption or sale.

Market Sales. (i) If, at any time after the date of this Agreement, a Selling Stockholder desires to sell or otherwise transfer, directly or indirectly, through a Derivatives Transaction or otherwise, in a Market Sale all or any portion of such Selling Stockholder’s Common Securities (a “Market Selling Stockholder”) then each of the holders of Preferred Securities UBS may request that the Company redeem certain Preferred Series A Securities held by such holder of Preferred Securities UBS as provided in this Section 3(b), and the right of the Market Selling Stockholder to sell or otherwise transfer any Common Securities in such Market Sale shall be subject to the Company agreeing, at its sole option, to redeem such Preferred Series A Securities pursuant to this Section 3(b). The Market Selling Stockholder shall give written notice (the “Market a Tag-Along Notice”) Notice to each of the holders of Preferred Securities UBS and the Company of each proposed Market Sale at least one (1) Business Day prior to the proposed effective date of such Market Sale, subject to the timing set forth in Section 3(b)(iii) below. The Market Tag-Along Notice shall set forth the terms and conditions of the Market Sale, including the number of Offered Securities and the proposed timing of the Market Sale and the price per share (the “Redemption Price”) at which the respective shares of Series A Preferred Securities Stock will be redeemed (which, in the case of (a) the Series A Securities which shall be equal to one hundred (100) times the volume weighted average for shares of Common Stock on the Market on the proposed date of such Market Sale (subject to equitable adjustment for stock splits, combinations and the like that are made with respect to the Series A Preferred Stock where no corresponding adjustment is made to the Common Stock), (b) the Series C Preferred Stock shall be equal to (X) the Conversion Shares (as defined in the Series C Certificate of Designation) divided by the number of shares of Series C Preferred Stock issued and outstanding as of the Series C Original Issue Date (as defined in the Series C Certificate of Designation) times (Y) the volume weighted average for shares of Common Stock on the Market on the proposed date of such Market Sale (subject to equitable adjustment for stock splits, combinations and the like that are made with respect to the Series C Preferred Stock where no corresponding adjustment is made to the Common Stock) and (c) the Series E Securities shall be equal to Conversion Rate (as defined in the Series E Certificate of Designation) times the volume weighted average for shares of Common Stock on the Market on the proposed date of such Market Sale (subject to equitable adjustment for stock splits, combinations and the like that are made with respect to the Series E Preferred Stock, Series E-1 Preferred Stock or Series E-2 Preferred Stock, as applicable, where no corresponding adjustment is made to the Common Stock)). The Market Tag-Along Notice shall be delivered by hand delivery to the addresses set forth on Exhibit B hereto and confirmed telephonically to the individuals set forth on Schedule B heretoHead of Strategic Investments for Equities and Fixed Income at (000) 000-0000, as such addresses and telephone numbers may be updated from time to time by each of the holders of Preferred Securities UBS upon written notice to the Company and the Stockholders. (ii) If a Stockholder UBS exercises its tag-along redemption rights in accordance with Section 3(b)(iii2(b)(iii) below, such Stockholder UBS shall request the Company to redeem a portion of its Preferred Series A Securities equal to the product of (A) the number of Preferred Series A Securities then held by such Stockholder UBS and (B) a fraction (1) the numerator of which shall be the number of Offered Securities, and (2) the denominator of which shall be the total number of Common Securities held as of the date of this Agreement by the Market Selling Stockholder and the holders of Preferred Securities Stockholder(s) participating in such Sale (as adjusted for stock splits, combinations and the like and as reduced by any Sales previously made by the Market such Selling Stockholder and such holders of Preferred Securities Stockholder(s) subsequent to the date of this Agreement). (iii) If the Market Tag-Along Notice is delivered prior to 10 a.m. New York time, the tag-along redemption rights provided in this Section 3(b) must be exercised in respect of the Preferred Securities by the holders of Preferred Securities UBS prior to 5 p.m., New York time, on the date of the Market Tag-Along Notice and if the Market Tag-Along Notice is delivered at or after 10 a.m. New York time, the tag-along redemption rights provided in this Section 3(b) must be exercised by the holders of Preferred Securities UBS prior to 5 p.m., New York time, on the Business Day following its receipt of the Market Tag-Along Notice. The tag-along redemption rights shall be exercised by delivery of a written notice (the “Redemption Notice”) to the Market Selling Stockholder, with a copy to the Company, indicating such Stockholder’s UBS’ desire to exercise its rights and specifying the number and series of Preferred Tagging Securities it requests to have the Company redeem. The Preferred Tagging Securities shall be in the same proportion of Shares and Warrants as the Offered Securities. The Company must notify the Market Selling Stockholder and each of the holders of Preferred Securities UBS whether it agrees, in its sole option, to effect the requested redemption within the following applicable timeframe: (A) if the Company receives such holder of Preferred SecuritiesUBS’ Redemption Notice at least two hours prior to 5 p.m., New York time, on the date of the Redemption Notice, then it must provide such notification prior to 5 p.m., New York time, on such date, or (B) if the Company receives such holder of Preferred SecuritiesUBS’ Redemption Notice less than two hours prior to 5 p.m. or after 5 p.m., New York time, on the date of the Redemption Notice, then it must provide such notification prior to 11:00 AM, New York time, on the Business Day following the date on which it received such UBS’ Redemption Notice. If the Company agrees, at its sole option, to redeem such Preferred Tagging Securities, it shall do so within four Business Days of the receipt by the Company of the Redemption Notice at the price per share set forth in the Market Tag-Along Notice; provided, however, that if the Market Selling Stockholder does not consummate the Market Sale set forth in the Market Tag-Along Notice, the Company shall not be required to redeem the Preferred Tagging Securities and for the purposes of this Agreement, the Market Tag-Along Notice shall be treated as having been withdrawn. (iv) If a Stockholder UBS properly exercises its tag-along redemption rights under this Section 3(b) and the Company does not agree to redeem the Preferred Tagging Securities, then the Market Selling Stockholder Stockholder(s) may elect to purchase the Preferred Tagging Securities at a price per share equal to the Redemption Price. (v) If a Stockholder UBS properly exercises its tag-along redemption rights under this Section 3(b) and (A) the Company does not agree to redeem the Preferred Tagging Securities and (B) the Market Selling Stockholder Stockholder(s) does not elect to purchase such Preferred Tagging Securities, then the Market Selling Stockholder(s) shall not be permitted to consummate the proposed Sale of the Common Securities, and any such attempted Sale shall be null and void. (vi) If a Stockholder UBS properly exercises its tag-along redemption rights under this Section 3(b) and the Company agrees to redeem the Preferred Tagging Securities but fails to do so for any reason, then the Market Selling Stockholder(s) shall, within two Business Days of such failure by the Company, purchase the Preferred Tagging Securities at the Redemption Price. (vii) Any notice given by a Stockholder UBS in which it elects to exercise its tag-along redemption rights provided in this Section 3(b) shall be irrevocable and shall constitute a binding agreement to submit for redemption or sell to the Market Selling Stockholder such Preferred Tagging Securities as are included therein on the terms and conditions applicable to such redemption or sale.

Market Sales. (i) If, at any time after the date of this Agreement, a Stockholder desires to sell or otherwise transfer, directly or indirectly, through a Derivatives Transaction or otherwise, in a Market Sale all or any portion of such Stockholder’s Common Securities (a “Market Selling Stockholder”) then each of the holders of Preferred Securities may request that the Company redeem certain Preferred Securities held by such holder of Preferred Securities as provided in this Section 3(b), and the right of the Market Selling Stockholder to sell or otherwise transfer any Common Securities in such Market Sale shall be subject to the Company agreeing, at its sole option, to redeem such Preferred Securities pursuant to this Section 3(b). The Market Selling Stockholder shall give written notice (the “Market Tag-Along Notice”) to each of the holders of Preferred Securities and the Company of each proposed Market Sale at least one (1) Business Day prior to the proposed effective date of such Market Sale, subject to the timing set forth in Section 3(b)(iii) below. The Market Tag-Along Notice shall set forth the terms and conditions of the Market Sale, including the number of Offered Securities and the proposed timing of the Market Sale and the price per share (the “Redemption Price”) at which the respective Preferred Securities will be redeemed (which, in the case of (a) the Series A Securities shall be equal to one hundred (100) times the volume weighted average for shares of Common Stock on the Market on the proposed date of such Market Sale (subject to equitable adjustment for stock splits, combinations and the like that are made with respect to the Series A Preferred Stock where no corresponding adjustment is made to the Common Stock), (b) the Series C Preferred Stock shall be equal to (X) the Conversion Shares (as defined in the Series C Certificate of Designation) divided by the number of shares of Series C Preferred Stock issued and outstanding as of the Series C Original Issue Date (as defined in the Series C Certificate of Designation) times (Y) the volume weighted average for shares of Common Stock on the Market on the proposed date of such Market Sale (subject to equitable adjustment for stock splits, combinations and the like that are made with respect to the Series C Preferred Stock where no corresponding adjustment is made to the Common Stock) and (c) the Series E D Securities shall be equal to Conversion Rate (as defined in the Series E D Certificate of Designation) times the volume weighted average for shares of Common Stock on the Market on the proposed date of such Market Sale (subject to equitable adjustment for stock splits, combinations and the like that are made with respect to the Series E Preferred Stock, Series E-1 D Preferred Stock or Series E-2 D-1 Preferred Stock, as applicable, where no corresponding adjustment is made to the Common Stock)). The Market Tag-Along Notice shall be delivered by hand delivery to the addresses and confirmed telephonically to the individuals set forth on Schedule B hereto, as such addresses and telephone numbers may be updated from time to time by each of the holders of Preferred Securities upon written notice to the Company and the Stockholders. (ii) If a Stockholder exercises its tag-along redemption rights in accordance with Section 3(b)(iii) below, such Stockholder shall request the Company to redeem a portion of its Preferred Securities equal to the product of (A) the number of Preferred Securities then held by such Stockholder and (B) a fraction (1) the numerator of which shall be the number of Offered Securities, and (2) the denominator of which shall be the total number of Common Securities held as of the date of this Agreement by the Market Selling Stockholder and the holders of Preferred Securities participating in such Sale (as adjusted for stock splits, combinations and the like and as reduced by any Sales previously made by the Market Selling Stockholder and such holders of Preferred Securities subsequent to the date of this Agreement). (iii) If the Market Tag-Along Notice is delivered prior to 10 a.m. New York time, the tag-along redemption rights provided in this Section 3(b) must be exercised in respect of the Preferred Securities by the holders of Preferred Securities prior to 5 p.m., New York time, on the date of the Market Tag-Along Notice and if the Market Tag-Along Notice is delivered at or after 10 a.m. New York time, the tag-along redemption rights provided in this Section 3(b) must be exercised by the holders of Preferred Securities prior to 5 p.m., New York time, on the Business Day following its receipt of the Market Tag-Along Notice. The tag-along redemption rights shall be exercised by delivery of a written notice (the “Redemption Notice”) to the Market Selling Stockholder, with a copy to the Company, indicating such Stockholder’s desire to exercise its rights and specifying the number and series of Preferred Securities it requests to have the Company redeem. The Preferred Securities shall be in the same proportion of Shares and Warrants as the Offered Securities. The Company must notify the Market Selling Stockholder and each of the holders of Preferred Securities whether it agrees, in its sole option, to effect the requested redemption within the following applicable timeframe: (A) if the Company receives such holder of Preferred Securities’ Redemption Notice at least two hours prior to 5 p.m., New York time, on the date of the Redemption Notice, then it must provide such notification prior to 5 p.m., New York time, on such date, or (B) if the Company receives such holder of Preferred Securities’ Redemption Notice less than two hours prior to 5 p.m. or after 5 p.m., New York time, on the date of the Redemption Notice, then it must provide such notification prior to 11:00 AM, New York time, on the Business Day following the date on which it received such Redemption Notice. If the Company agrees, at its sole option, to redeem such Preferred Securities, it shall do so within four Business Days of the receipt by the Company of the Redemption Notice at the price per share set forth in the Market TagMarketTag-Along Notice; provided, however, that if the Market Selling Stockholder does not consummate the Market Sale set forth in the Market Tag-Along Notice, the Company shall not be required to redeem the Preferred Securities and for the purposes of this Agreement, the Market Tag-Along Notice shall be treated as having been withdrawn. (iv) If a Stockholder properly exercises its tag-along redemption rights under this Section 3(b) and the Company does not agree to redeem the Preferred Securities, then the Market Selling Stockholder may elect to purchase the Preferred Securities at a price per share equal to the Redemption Price. (v) If a Stockholder properly exercises its tag-along redemption rights under this Section 3(b) and (A) the Company does not agree to redeem the Preferred Securities and (B) the Market Selling Stockholder does not elect to purchase such Preferred Securities, then the Market Selling Stockholder(s) shall not be permitted to consummate the proposed Sale of the Common Securities, and any such attempted Sale shall be null and void. (vi) If a Stockholder properly exercises its tag-along redemption rights under this Section 3(b) and the Company agrees to redeem the Preferred Securities but fails to do so for any reason, then the Market Selling Stockholder(s) shall, within two Business Days of such failure by the Company, purchase the Preferred Securities at the Redemption Price. (vii) Any notice given by a Stockholder in which it elects to exercise its tag-along redemption rights provided in this Section 3(b) shall be irrevocable and shall constitute a binding agreement to submit for redemption or sell to the Market Selling Stockholder such Preferred Securities as are included therein on the terms and conditions applicable to such redemption or sale.