Common use of Obligation to Sell Securities Clause in Contracts

Obligation to Sell Securities. (a) If FS Equity Partners IV, L.P., a Delaware limited partnership, ("FSEP IV") finds a third-party buyer for all shares of common stock of the Company held by it (whether such sale is by way of purchase, exchange, merger or other form of transaction), upon the request of FSEP IV, the Purchaser shall sell all of Purchaser's Shares for the same per share consideration (which may be less than the Purchase Price per share paid by Purchaser), and otherwise pursuant to the terms and conditions applicable to the FSEP IV for the sale of its shares of its common stock of the Company. (b) Purchaser hereby consents to any sale, transfer, reorganization, exchange, merger, combination or other form of transaction described in Section 9(a) and agrees to execute such agreements, powers of attorney, voting proxies or other documents and instruments as may be necessary or desirable to consummate such sale, transfer, reorganization, exchange, merger, combination or other form of transaction. Purchaser further agrees to timely take such other actions as FSEP IV may reasonably request in connection with the approval of the consummation of such sale, transfer, reorganization, exchange, merger, combination or other form of transaction, including voting as a stockholder to approve any such sale, transfer, reorganization, exchange, merger, combination or other form of transaction and waiving any appraisal rights that Purchaser may have in connection therewith. (c) The obligations of Purchaser pursuant to this Section 9 shall --------- be binding on any transferee (other than a transferee in a Public Market Sale, as defined below) of any of the Shares and Purchaser and any of his transferees shall obtain and deliver to FSEP IV a written commitment to be bound by such provisions from a subsequent transferee prior to any Transfer (other than Transfers constituting a Public Market Sale). The Purchaser's obligations pursuant to this Section 9, and the obligations of any such transferee, shall --------- survive the partial termination of this Agreement pursuant to Section 8 hereof. --------- Any transfer effected in violation of this provision shall be void. The term "Public Market Sale" means any sale of Common Stock after the Initial Public Offering which is made pursuant to Rule 144 promulgated under the Securities Act or which is made pursuant to a registration statement filed with the declared effective by the Securities and Exchange Commission.

Obligation to Sell Securities. (a) If FS Equity Partners IVDrag Along"). For so long as the -------------------------------------------- Purchasers have Tag Along rights hereunder, L.P., a Delaware limited partnership, ("FSEP IV") finds if the Common Stockholder secures a third-party buyer for to which he sells all shares of common stock of the Company Shares of Common Stock held by it him and his permitted transferees and assignees under Section 3 (whether such sale is by way of purchase, exchangemerger, merger or other form of transaction), and such sale would constitute a Change of Control under the Note Purchase Agreement, upon the request of FSEP IVthe Common Stockholder, each of the Purchaser Purchasers shall sell all of Purchaser's Shares for the shares of Common Stock then beneficially owned by such Purchaser to such third- party buyer pursuant to substantially the same per share consideration (which may be less than the Purchase Price per share paid by Purchaser), and otherwise pursuant to the terms and conditions applicable to negotiated by the FSEP IV Common Stockholder for the sale of its shares of its common stock Common Stock held by the Common Stockholder. Each of the Company. (b) Purchaser hereby consents Purchasers agrees to any consent to such sale, transfer, reorganization, exchange, merger, combination or other form of transaction described in Section 9(a) and agrees to execute such agreements, instruments of transfer, powers of attorney, voting proxies or other documents and instruments as may be necessary or desirable to consummate such sale, transfer, reorganization, exchange, merger, combination or other form of transaction. Each Purchaser further explicitly agrees not to exercise any dissenters' rights or similar appraisal rights in connection with such a sale. Each of the Purchasers further agrees timely to take such other actions as FSEP IV the Common Stockholder may reasonably request as necessary in connection with the approval of the consummation of such 4 Controlling Shareholder Agreement sale, transfer, reorganization, exchange, merger, combination or other form of transaction, including voting as a stockholder to approve any all shares of Common Stock or other voting securities they may hold in favor of such sale. Any "drag along" sale hereunder may only be for cash and freely-tradable common stock of a domestic corporation traded on the New York or American Stock Exchanges or the Nasdaq/NMS stock markets with a minimum average closing trading price of $5.00 per share, transferon the trading days that are between five (5) and ten (10) trading days prior to the closing date of such Change of Control transaction, reorganization, exchange, merger, combination and no Purchaser shall be required to make any representations or other form of transaction and waiving any appraisal rights that Purchaser may have in connection therewith. (c) The obligations of Purchaser pursuant to this Section 9 shall --------- be binding on any transferee warranties (other than a transferee in a Public Market Saleas to title to the shares to be sold, authority, organization and good standing) nor shall it be subject to any indemnification obligation other than such as defined below) of any may be satisfied by an escrow or holdback applicable to all shareholders of the Shares and Purchaser and any of his transferees shall obtain and deliver to FSEP IV a written commitment to be bound by such provisions from a subsequent transferee prior to any Transfer (other than Transfers constituting a Public Market Sale). The Purchaser's obligations pursuant to this Section 9, and the obligations of any such transferee, shall --------- survive the partial termination of this Agreement pursuant to Section 8 hereof. --------- Any transfer effected in violation of this provision shall be void. The term "Public Market Sale" means any sale of Common Stock after the Initial Public Offering which is made pursuant to Rule 144 promulgated under the Securities Act or which is made pursuant to a registration statement filed with the declared effective by the Securities and Exchange CommissionCompany.

Obligation to Sell Securities. (a) If FS Equity Subject to Section 3.1(f)(ix)(1), if one or more Centre Partners IVEntities propose to Transfer, L.P.directly or indirectly, to any Person (other than to a Delaware limited partnershipPermitted Transferee, an Affiliate of a Centre Partners Entity, or in a Public Transfer) any Class A Common Units ("FSEP IV") finds a third“Drag-party buyer for all shares of common stock of the Company held by it (whether such sale is by way of purchaseAlong Sale”), exchange, merger or other form of transaction)then, upon the request of FSEP IVthe Centre Partners Entities, each Other Common Partner shall, if the Purchaser shall Drag-Along Sale is structured as a (i) merger or consolidation, waive any dissenters’ rights, appraisal rights or similar rights in connection with such merger or consolidation, or (ii) sale of Common Units, agree to sell all of Purchaser's Shares for his, her or its Applicable Drag Percentage (as defined below) of its Common Units and rights to acquire Common Units on the same per share consideration terms and conditions as approved by the Centre Partners Entities. Each holder of Common Units shall take all necessary or desirable actions in connection with the consummation of the Drag-Along Sale as requested by the Centre Partners Entities (which may be less than the Purchase Price per share paid in their respective capacities as a Common Partner, including attendance at meetings in person or by Purchaserproxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and otherwise pursuant execute all agreements, documents and instruments in connection therewith as reasonably requested by the Centre Partners Entities, including, without limitation, with respect to Common Partners (or whose related Individual Partners) who are also employees of the terms and conditions applicable to the FSEP IV for the sale Partnership or any of its shares Subsidiaries, confidentiality, non-competition, non-solicitation and non-hire provisions. No Common Partner shall take any action that would delay, impede or otherwise adversely impact the Centre Partners Entities’ ability to consummate a Drag-Along Sale upon exercise of its common stock of the Companyrights hereunder. (b) Purchaser hereby consents The Centre Partners Entities shall provide written notice of such Drag-Along Sale to any saleeach Common Partner not later than ten (10) Business Days prior to the proposed Drag-Along Sale. Such notice shall identify the proposed purchaser, transferthe number of Common Units proposed to be sold, reorganization, exchange, merger, combination or the consideration offered and all other form material terms and conditions of transaction described in Section 9(athe Drag-Along Sale. The Centre Partners Entities shall have 180 days from the expiration of such ten (10) and agrees to execute such agreements, powers of attorney, voting proxies or other documents and instruments as may be necessary or desirable Business Day period to consummate such salethe proposed Drag-Along-Sale; provided, transferhowever, reorganizationthat the Centre Partners Entities shall endeavor to consummate the proposed Drag-Along Sale as expeditiously as practicable. “Applicable Drag Percentage” means, exchange, merger, combination or other form of transaction. Purchaser further agrees to timely take such other actions as FSEP IV may reasonably request in connection with any Transfer by the approval Centre Partners Entities, the percentage of the consummation total number of such sale, transfer, reorganization, exchange, merger, combination or other form of transaction, including voting as a stockholder Common Units then held by the Centre Partners Entities to approve any such sale, transfer, reorganization, exchange, merger, combination or other form of transaction and waiving any appraisal rights that Purchaser may have in connection therewith. (c) The obligations of Purchaser be sold pursuant to this Section 9 shall --------- be binding on any transferee (other than a transferee in a Public Market Sale, as defined below) of any of the Shares and Purchaser and any of his transferees shall obtain and deliver to FSEP IV a written commitment to be bound by such provisions from a subsequent transferee prior to any Transfer (other than Transfers constituting a Public Market Sale). The Purchaser's obligations pursuant to this Section 9, and the obligations of any such transferee, shall --------- survive the partial termination of this Agreement pursuant to Section 8 hereof. --------- Any transfer effected in violation of this provision shall be void. The term "Public Market Sale" means any sale of Common Stock after the Initial Public Offering which is made pursuant to Rule 144 promulgated under the Securities Act or which is made pursuant to a registration statement filed with the declared effective by the Securities and Exchange CommissionTransfer.

Obligation to Sell Securities. (a) If FS Equity Partners IV, L.P., a Delaware limited partnership, ("FSEP IV") finds a third-party buyer for all shares of common stock of the Company held by it (whether such sale is by way of purchase, exchange, merger or other form of transaction), upon the request of FSEP IV, the Purchaser Executive shall sell all of PurchaserExecutive's Shares for the same per share consideration (which may be less than the Purchase Price $16.82 per share paid by Purchasershare), and otherwise pursuant to the terms and conditions applicable to the FSEP IV for the sale of its shares of its common stock of the Company. (b) Purchaser Executive hereby consents to any sale, transfer, reorganization, exchange, merger, combination or other form of transaction described in Section 9(a) and agrees to execute such agreements, powers of attorney, voting proxies or other documents and instruments as may be necessary or desirable to consummate such sale, transfer, reorganization, exchange, merger, combination or other form of transaction. Purchaser Executive further agrees to timely take such other actions as FSEP IV may reasonably request in connection with the approval of the consummation of such sale, transfer, reorganization, exchange, merger, combination or other form of transaction, including voting as a stockholder to approve any such sale, transfer, reorganization, exchange, merger, combination or other form of transaction and waiving any appraisal rights that Purchaser Executive may have in connection therewith. (c) The obligations of Purchaser Executive pursuant to this Section 9 8 shall be --------- be binding on any transferee (other than a transferee in a Public Market Sale, as defined below) of any of the Shares and Purchaser Executive and any of his transferees shall obtain and deliver to FSEP IV a written commitment to be bound by such provisions from a subsequent transferee prior to any Transfer (other than Transfers constituting a Public Market Sale). The PurchaserExecutive's obligations pursuant to this Section 98, and the obligations of any such transferee, shall --------- survive the --------- partial termination of this Agreement pursuant to Section 8 7 hereof. Any --------- Any transfer effected in violation of this provision shall be void. The term "Public Market Sale" means any sale of Common Stock after the Initial Public Offering which is made pursuant to Rule 144 promulgated under the Securities Act or which is made pursuant to a registration statement filed with the declared effective by the Securities and Exchange Commission.

Obligation to Sell Securities. (a) If FS Equity Partners IV, L.P., a Delaware limited partnership, ("FSEP IV") finds a third-party buyer for all shares of common stock of the Company held by it (whether such sale is by way of purchase, exchange, merger or other form of transaction), upon the request of FSEP IV, the Purchaser shall sell all of Purchaser's Shares for the same per share consideration (which may be less than the Purchase Price per share paid by Purchaser), and otherwise pursuant to the terms and conditions applicable to the FSEP IV for the sale of its shares of its common stock of the Company. (b) Purchaser hereby consents to any sale, transfer, reorganization, exchange, merger, combination or other form of transaction described in Section 9(a------- 9 (a) and agrees to execute such agreements, powers of attorney, voting proxies ---- or other documents and instruments as may be necessary or desirable to consummate such sale, transfer, reorganization, exchange, merger, combination or other form of transaction. Purchaser further agrees to timely take such other actions as FSEP IV may reasonably request in connection with the approval of the consummation of such sale, transfer, reorganization, exchange, merger, combination or other form of transaction, including voting as a stockholder to approve any such sale, transfer, reorganization, exchange, merger, combination or other form of transaction and waiving any appraisal rights that Purchaser may have in connection therewith. (c) The obligations of Purchaser pursuant to this Section 9 shall be --------- be binding on any transferee (other than a transferee in a Public Market Sale, as defined below) of any of the Shares and Purchaser and any of his transferees shall obtain and deliver to FSEP IV a written commitment to be bound by such provisions from a subsequent transferee prior to any Transfer (other than Transfers constituting a Public Market Sale). The Purchaser's obligations pursuant to this Section 9, and the obligations of any such transferee, shall --------- survive the partial termination of this Agreement pursuant to Section 8 hereof. --------- Any transfer effected in violation of this provision shall be void. The term "Public Market Sale" means any sale of Common Stock common stock of the Company after the Initial Public Offering Company's shares of common stock are registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, which is made pursuant to Rule 144 promulgated under the Securities Act or which is made pursuant to a registration statement filed with the and declared effective by the Securities and Exchange Commission.

Obligation to Sell Securities. (a) If FS Equity Partners IVthe investment funds affiliated with Xxxxxxx Xxxxxx & Co., L.P., a Delaware limited partnership, LLC (collectively "FSEP IVFSEP") finds find a third-party buyer for all shares of common stock of the Company held by it them (whether such sale is by way of purchase, exchange, merger or other form of transaction), upon the request of FSEP IV, the Purchaser shall sell all of Purchaser's Shares for the same per share consideration (which may be less than the Purchase Price per share paid by Purchaser), and otherwise pursuant to the terms and conditions applicable to the FSEP IV for the sale of its the shares of its the common stock of the CompanyCompany held by them. (b) Purchaser hereby consents to any sale, transfer, reorganization, exchange, merger, combination or other form of transaction described in Section 9(a------- 8 (a) and agrees to execute such agreements, powers of attorney, voting proxies - or other documents and instruments as may be necessary or desirable to consummate such sale, transfer, reorganization, exchange, merger, combination or other form of transaction. Purchaser further agrees to timely take such other actions as FSEP IV may reasonably request in connection with the approval of the consummation of such sale, transfer, reorganization, exchange, merger, combination or other form of transaction, including voting as a stockholder to approve any such sale, transfer, reorganization, exchange, merger, combination or other form of transaction and waiving any appraisal rights that Purchaser may have in connection therewith. (c) The obligations of Purchaser pursuant to this Section 9 3 shall be --------- be binding on any transferee (other than a transferee in a Public Market Sale, as defined below) of any of the Shares and Purchaser and any of his transferees shall obtain and deliver to FSEP IV the Company a written commitment to be bound by such provisions from a subsequent transferee prior to any Transfer (other than Transfers constituting a Public Market Sale). The Purchaser's obligations pursuant to this Section 98, and the obligations of any such transferee, shall --------- survive the partial termination of this Agreement pursuant to Section 8 7 hereof. --------- Any transfer effected in violation of this provision shall be void. The term "Public Market Sale" means any sale of Common Stock after the Initial Public Offering which is made pursuant to Rule 144 promulgated under the Securities Act or which is made pursuant to a registration statement filed with the declared effective by the Securities and Exchange Commission.

Obligation to Sell Securities. (a) If FS Equity Partners IV, L.P., a Delaware limited partnership, ("FSEP IV") finds a third-party buyer for all shares of common stock of the Company held by it (whether such sale is by way of purchase, exchange, merger or other form of transaction), upon the request of FSEP IV, the Purchaser shall sell all of Purchaser's Shares for the same per share consideration (which may be less than the Purchase Price per share paid by Purchaser), and otherwise pursuant to the terms and conditions applicable to the FSEP IV for the sale of its shares of its common stock of the Company. (b) Purchaser hereby consents to any sale, transfer, reorganization, exchange, merger, combination or other form of transaction described in Section 9(a) and agrees to execute such agreements, powers of attorney, voting proxies or other documents and instruments as may be necessary or desirable to consummate such sale, transfer, reorganization, exchange, merger, combination or other form of transaction. Purchaser further agrees to timely take such other actions as FSEP IV may reasonably request in connection with the approval of the consummation of such sale, transfer, reorganization, exchange, merger, combination or other form of transaction, including voting as a stockholder to approve any such sale, transfer, reorganization, exchange, merger, combination or other form of transaction and waiving any appraisal rights that Purchaser may have in connection therewith. (c) The obligations of Purchaser pursuant to this Section 9 --------- shall --------- be binding on any transferee (other than a transferee in a Public Market Sale, as defined below) of any of the Shares and Purchaser and any of his transferees shall obtain and deliver to FSEP IV a written commitment to be bound by such provisions from a subsequent transferee prior to any Transfer (other than Transfers constituting a Public Market Sale). The Purchaser's obligations pursuant to this Section 9, and the obligations of any such transferee, shall --------- survive the partial termination of this Agreement pursuant to Section 8 hereof. --------- Any transfer effected in violation of this provision shall be void. The term "Public Market Sale" means any sale of Common Stock after the Initial Public Offering which is made pursuant to Rule 144 promulgated under the Securities Act or which is made pursuant to a registration statement filed with the declared effective by the Securities and Exchange Commission.partial

Obligation to Sell Securities. (a) If FS Equity Partners IV, L.P., a Delaware limited partnership, ("FSEP IV") finds a third-party buyer for all shares of common stock of the Company held by it (whether such sale is by way of purchase, exchange, merger or other form of transaction), upon the request of FSEP IV, the Purchaser shall sell all of Purchaser's Shares for the same per share consideration (which may be less than the Purchase Price per share paid by Purchaser), and otherwise pursuant to the terms and conditions applicable to the FSEP IV for the sale of its shares of its common stock of the Company. (b) Purchaser hereby consents to any sale, transfer, reorganization, exchange, merger, combination or other form of transaction described in Section 9(a) and agrees to execute such agreements, powers of attorney, voting proxies or other documents and instruments as may be necessary or desirable to consummate such sale, transfer, reorganization, exchange, merger, combination or other form of transaction. Purchaser further agrees to timely take such other actions as FSEP IV may reasonably request in connection with the approval of the consummation of such sale, transfer, reorganization, exchange, merger, combination or other form of transaction, including voting as a stockholder to approve any such sale, transfer, reorganization, exchange, merger, combination or other form of transaction and waiving any appraisal rights that Purchaser may have in connection therewith. (c) The obligations of Purchaser pursuant to this Section 9 shall be --------- be binding on any transferee (other than a transferee in a Public Market Sale, as defined below) of any of the Shares and Purchaser and any of his transferees shall obtain and deliver to FSEP IV a written commitment to be bound by such provisions from a subsequent transferee prior to any Transfer (other than Transfers constituting a Public Market Sale). The Purchaser's obligations pursuant to this Section 9, and the obligations of any such transferee, shall --------- survive the partial termination of this Agreement pursuant to Section 8 hereof. --------- Any transfer effected in violation of this provision shall be void. The term "Public Market Sale" means any sale of Common Stock after the Initial Public Offering which is made pursuant to Rule 144 promulgated under the Securities Act or which is made pursuant to a registration statement filed with the declared effective by the Securities and Exchange Commission.