Common use of Obligation of Transferee to Purchase Clause in Contracts

Obligation of Transferee to Purchase. The transferee of Motient Sub shall purchase from Motient Sub and each Tag Along Participant the portion of Motient Sub’s and such Tag Along Participant’s Shares that Motient Sub and such Tag Along Participant desire to sell; provided, that in the event that the transferee is not willing to purchase all of the shares Motient Sub and the Tag Along Participants desire to sell, the transferee shall purchase from Motient Sub and each Tag Along Participant a portion of such securities that shall not exceed the Maximum Tag Along Portion (as hereinafter defined) and, if such portion does exceed the Maximum Tag Along Portion, the transferee shall be obligated to purchase only the Maximum Tag Along Portion. For purposes hereof, the term “Maximum Tag Along Portion” means a portion of Motient Sub’s or a Tag Along Participant’s Shares equal to the aggregate number of Shares the transferee actually proposes to purchase multiplied by a fraction, the numerator of which shall be the number of Shares issued and owned by Motient Sub or such Tag Along Participant (including, for the avoidance of doubt, in the case of participating Option Holders, Shares to be acquired upon the exercise of any vested Options owned by such Option Holder and to be included in such Transfer) and the denominator of which shall be the aggregate number of Shares owned by Motient Sub and each Tag Along Participant exercising its rights under this Section 8.1(a) (including, for the avoidance of doubt, Shares to be acquired upon the exercise of vested Options owned by participating Option Holders and to be included in such Transfer); provided, however, that if Motient Sub proposes to Transfer Shares representing 50% or more of the issued and outstanding Shares, the Maximum Tag Along Portion for each Tag Along Participant shall be equal to all of the Shares owned by such Tag Along Participant. To the extent one or more Tag Along Participants exercise such right of participation in accordance with the terms and conditions of this Section 8.1(a), the number of shares that Motient Sub may sell in the transaction shall be correspondingly reduced if the transferee is not willing to purchase all of the shares Motient Sub and the Tag Along Participants desire to sell. For the avoidance of doubt, the Option Holders shall be treated as a single Tag Along Participant for purposes of this Section 8.1(a), and the number of Shares owned by such Option Holders and proposed to be sold by such Option Holders shall be determined by the Option Holder Representative in its reasonable discretion based on instructions received from the Option Holders.

Obligation of Transferee to Purchase. The transferee of Motient Sub the Selling Party shall purchase from Motient Sub the Selling Party and each Tag Along Participant the portion of Motient Subsuch Selling Party’s and such Tag Along Participant’s Shares that Motient Sub such Selling Party and such Tag Along Participant desire to sell; provided, that in the event that the transferee is not willing to purchase all of the shares Motient Sub the Selling Party and the Tag Along Participants desire to sell, the transferee shall purchase from Motient Sub the Selling Party and each Tag Along Participant a portion of such securities that shall not exceed the Maximum Tag Along Portion (as hereinafter defined) and, if such portion does exceed the Maximum Tag Along Portion, the transferee shall be obligated to purchase only the Maximum Tag Along Portion. For purposes hereof, the term “Maximum Tag Along Portion” means a portion of Motient Subthe Selling Party’s or a Tag Along Participant’s Shares equal to the aggregate number of Shares the transferee actually proposes to purchase multiplied by a fraction, the numerator of which shall be the number of Shares issued and owned by Motient Sub such Selling Party or such Tag Along Participant (including, for the avoidance of doubt, in the case of participating Option Holders, Shares to be acquired upon the exercise of any vested Options owned by such Option Holder and to be included in such Transfer) and the denominator of which shall be the aggregate number of Shares owned by Motient Sub the Selling Party and each Tag Along Participant exercising its rights under this Section 8.1(a8.2(a) (including, for the avoidance of doubt, Shares to be acquired upon the exercise of vested Options owned by participating Option Holders and to be included in such Transfer); provided, however, that if Motient Sub the Selling Party proposes to Transfer Shares representing 50% or more of the issued and outstanding Shares, the Maximum Tag Along Portion for each Tag Along Participant shall be equal to all of the Shares owned by such Tag Along Participant. To the extent one or more Tag Along Participants exercise such right of participation in accordance with the terms and conditions of this Section 8.1(a8.2(a), the number of shares that Motient Sub the Selling Party may sell in the transaction shall be correspondingly reduced if the transferee is not willing to purchase all of the shares Motient Sub the Selling Party and the Tag Along Participants desire to sell. For the avoidance of doubt, the Option Holders shall be treated as a single Tag Along Participant for purposes of this Section 8.1(a8.2(a), and the number of Shares owned by such Option Holders and proposed to be sold by such Option Holders shall be determined by the Option Holder Representative in its reasonable discretion based on instructions received from the Option Holders.”

Obligation of Transferee to Purchase. The transferee of Motient Sub the Selling Party shall purchase from Motient Sub the Selling Party and each Tag Along Participant the portion of Motient Sub’s such Selling Party's and such Tag Along Participant’s 's Shares that Motient Sub such Selling Party and such Tag Along Participant desire to sell; providedPROVIDED, that in the event that the transferee is not willing to purchase all of the shares Motient Sub the Selling Party and the Tag Along Participants desire to sell, the transferee shall purchase from Motient Sub the Selling Party and each Tag Along Participant a portion of such securities that shall not exceed the Maximum Tag Along Portion (as hereinafter defined) and, if such portion does exceed the Maximum Tag Along Portion, the transferee shall be obligated to purchase only the Maximum Tag Along Portion. For purposes hereof, the term “Maximum Tag Along Portion” "MAXIMUM TAG ALONG PORTION" means a portion of Motient Sub’s the Selling Party's or a Tag Along Participant’s 's Shares equal to the aggregate number of Shares the transferee actually proposes to purchase multiplied by a fraction, the numerator of which shall be the number of Shares issued and owned by Motient Sub such Selling Party or such Tag Along Participant (including, for the avoidance of doubt, in the case of participating Option Holders, Shares to be acquired upon the exercise of any vested Options owned by such Option Holder and to be included in such Transfer) and the denominator of which shall be the aggregate number of Shares owned by Motient Sub the Selling Party and each Tag Along Participant exercising its rights under this Section 8.1(a8.2(a) (including, for the avoidance of doubt, Shares to be acquired upon the exercise of vested Options owned by participating Option Holders and to be included in such Transfer); providedPROVIDED, howeverHOWEVER, that if Motient Sub the Selling Party proposes to Transfer Shares representing 50% or more of the issued and outstanding Shares, the Maximum Tag Along Portion for each Tag Along Participant shall be equal to all of the Shares owned by such Tag Along Participant. To the extent one or more Tag Along Participants exercise such right of participation in accordance with the terms and conditions of this Section 8.1(a8.2(a), the number of shares that Motient Sub the Selling Party may sell in the transaction shall be correspondingly reduced if the transferee is not willing to purchase all of the shares Motient Sub and the Tag Along Participants desire to sellreduced. For the avoidance of doubt, the Option Holders shall be treated as a single Tag Along Participant for purposes of this Section 8.1(a8.2(a), and the number of Shares owned by such Option Holders and proposed to be sold by such Option Holders shall be determined by the Option Holder Representative in its reasonable discretion based on instructions received from the Option Holders.