Common use of Obligations of the Non-GKH Holders Clause in Contracts

Obligations of the Non-GKH Holders. In the event that GKH desires to exercise its right pursuant to Section 2.3(a), GKH shall deliver to the Company and the Non-GKH Holders written notice setting forth the consideration per share of Stock to be paid by such Bona Fide Purchaser and the other terms and conditions of such Disposition. Such notice shall also constitute a Transfer Notice. Subject to Section 2.2(b), within 25 days (or 32 days, if a Secondary Notice is delivered) following the date of such notice, the Non-GKH Holders shall deliver to GKH (i) an appropriate assignment duly executed in a proper form to effect the Disposition of such Stock from the Non- GKH Holders to the Bona Fide Purchaser on the books and records of the Company and (ii) a limited power-of-attorney authorizing GKH to effect the Disposition of such Stock pursuant to the terms of such Bona Fide Purchaser's offer as such terms may be modified by GKH, provided, that all of the Non-GKH Holder's Stock is disposed of for the same consideration per share of Stock and otherwise on the same terms and conditions upon which GKH effects the Disposition of its Stock. In the event that any Non-GKH Holder shall fail to deliver such documentation, assignment and limited power-of-attorney to GKH, the Company shall cause a notation to be made on its books and records to reflect that the Stock of the such Non-GKH Holder is bound by the provisions of this Section 2.3 and that the Disposition of such Stock may be effected without the such Non-GKH Holder's consent or surrender of its Stock. ln addition, in the event GKH exercises its rights under Section 2.3(a), the Non-GKH Holders shall be required to make to a Bona Fide Purchaser such unqualified representations and warranties with respect to their Stock as are set forth in Section 2.5(b) hereof and representations and warranties qualified to knowledge with respect to all other matters as are reasonably requested be the Bona Fide Purchaser.

Obligations of the Non-GKH Holders. In the event that GKH desires to exercise its right pursuant to Section 2.3(a), GKH shall deliver to the Company and the Non-GKH Holders written notice setting forth the consideration per share of Stock to be paid by such Bona Fide Purchaser and the other terms and conditions of such Disposition. Such notice shall also constitute a Transfer Notice. Subject to Section 2.2(b), within Within 25 days (or 32 days, if a Secondary Notice is delivered) following the date of such notice, each of the Non-GKH Holders shall deliver to GKH (i) a stock certificate or stock certificates evidencing such Non-GKH Holder's Stock together with an appropriate instrument of assignment duly executed in a proper form to effect the Disposition of such Stock from the Non- such Non-GKH Holders Holder to the Bona Fide Purchaser on the books and records of the Company and (ii) a limited power-of-attorney authorizing GKH to effect the Disposition of such Stock pursuant to the terms of such Bona Fide Purchaser's offer as such terms may be modified by GKH, provided, that all of the such Non-GKH Holder's Stock is disposed of for the same consideration per share of Stock and otherwise on the same terms and conditions upon which GKH effects the Disposition of its Stock. In the event that any Non-GKH Holder shall fail to deliver such documentation, assignment and limited power-of-attorney documentation to GKH, the Company shall (A) cause a notation to be made on its books and records to reflect that the Stock of the such Non-GKH Holder is bound by the provisions of this Section 2.3 and that the Disposition of such Stock may be effected without the such Non-GKH Holder's consent or surrender of its StockStock and (B) hold back the proceeds of the Disposition of any such Non-GKH Holder's Stock in a non- interest bearing account pending compliance by such Non-GKH Holder with its obligations under this Section 2.3(b). ln In addition, in the event GKH exercises its rights under Section 2.3(a), the Non-GKH Holders shall be required to make to a the relevant Bona Fide Purchaser such unqualified representations and warranties with respect to their Stock as are set forth in Section 2.5(b) hereof and representations and warranties qualified to knowledge with respect to all other matters as are reasonably requested be the Bona Fide Purchaser.representations

Obligations of the Non-GKH Holders. In the event that GKH desires to exercise its right pursuant to Section 2.3(a), GKH shall deliver to the Company and the Non-GKH Holders written notice setting forth the consideration per share of Stock to be paid by such Bona Fide Purchaser and the other terms and conditions of such Disposition. Such notice shall also constitute a Transfer Notice. Subject to Section 2.2(b), within Within 25 days (or 32 days, if a Secondary Notice is delivered) following the date of such notice, each of the Non-GKH Holders shall deliver to GKH (i) a stock certificate or stock certificates evidencing such Non-GKH Holder's Stock together with an appropriate instrument of assignment duly executed in a proper form to effect the Disposition of such Stock from the Non- such Non-GKH Holders Holder to the Bona Fide Purchaser on the books and records of the Company and (ii) a limited power-of-attorney authorizing GKH to effect the Disposition of such Stock pursuant to the terms of such Bona Fide Purchaser's offer as such terms may be modified by GKH, provided, that all of the such Non-GKH Holder's Stock is disposed of for the same consideration per share of Stock and otherwise on the same terms and conditions upon which GKH effects the Disposition of its Stock. In the event that any Non-GKH Holder shall fail to deliver such documentation, assignment and limited power-of-attorney documentation to GKH, the Company shall (A) cause a notation to be made on its books and records to reflect that the Stock of the such Non-GKH Holder is bound by the provisions of this Section 2.3 and that the Disposition of such Stock may be effected without the such Non-GKH Holder's consent or surrender of its StockStock and (B) hold back the proceeds of the Disposition of any such Non-GKH Holder's Stock in a non- interest bearing account pending compliance by such Non-GKH Holder with its obligations under this Section 2.3(b). ln In addition, in the event GKH exercises its rights under Section 2.3(a), the Non-GKH Holders shall be required to make to a the relevant Bona Fide Purchaser such unqualified representations and warranties with respect to their Stock as are set forth in Section 2.5(b) hereof and representations and warranties qualified to knowledge with respect to all other matters as are reasonably requested be the Bona Fide Purchaserhereof.

Obligations of the Non-GKH Holders. In the event that GKH desires to exercise its right pursuant to Section 2.3(a2.1(a), GKH shall deliver to the Company and the Non-GKH Holders written notice setting forth the consideration per share of Stock to be paid by such Bona Fide Purchaser and the other terms and conditions of such Disposition. Such notice shall also constitute a Transfer Notice. Subject to Section 2.2(b), within Within 25 days (or 32 days, if a Secondary Notice is delivered) following the date of such notice, each of the Non-GKH Holders shall deliver to GKH (i) a stock certificate or stock certificates evidencing such Non-GKH Holder's Stock together with an appropriate instrument of assignment duly executed in a proper form to effect the Disposition of such Stock from the Non- such Non-GKH Holders Holder to the Bona Fide Purchaser on the books and records of the Company and (ii) a limited power-of-attorney authorizing GKH to effect the Disposition of such Stock pursuant to the terms of such Bona Fide Purchaser's offer as such terms may be modified by GKH, provided, that all of the such Non-GKH Holder's Stock is disposed of for the same consideration per share of Stock and otherwise on the same terms and conditions upon which GKH effects the Disposition of its Stock. In the event that any Non-GKH Holder shall fail to deliver such documentation, assignment and limited power-of-attorney documentation to GKH, the Company shall (A) cause a notation to be made on its books and records to reflect that the Stock of the such Non-GKH Holder is bound by the provisions of this Section 2.3 2.1 and that the Disposition of such Stock may be effected without the such Non-GKH Holder's consent or surrender of its StockStock and (B) hold back the proceeds of the Disposition of any such Non-GKH Holder's Stock in a non- interest bearing account pending compliance by such Non-GKH Holder with its obligations under this Section 2.1(b). ln In addition, in the event GKH exercises its rights under Section 2.3(a2.1(a), the Non-GKH Holders shall be required to make to a the relevant Bona Fide Purchaser such unqualified representations and warranties with respect to their Stock as are set forth in Section 2.5(b2.3(b) hereof and representations and warranties qualified to knowledge with respect to all other matters as are reasonably requested be the Bona Fide Purchaserhereof.

Obligations of the Non-GKH Holders. In the event that GKH desires to exercise its right pursuant to Section 2.3(a2.1(a), GKH shall deliver to the Company and the Non-GKH Holders written notice setting forth the consideration per share of Stock to be paid by such Bona Fide Purchaser and the other terms and conditions of such Disposition. Such notice shall also constitute a Transfer Notice. Subject to Section 2.2(b), within Within 25 days (or 32 days, if a Secondary Notice is delivered) following the date of such notice, the Non-GKH Holders shall deliver to GKH (i) an appropriate assignment duly executed in a proper form to effect the Disposition of such Stock from the Non- Non-GKH Holders to the Bona Fide Purchaser on the books and records of the Company and (ii) a limited power-of-attorney authorizing GKH to effect the Disposition of such Stock pursuant to the terms of such Bona Fide Purchaser's offer as such terms may be modified by GKH, provided, that all of the Non-GKH Holder's Stock is disposed of for the same consideration per share of Stock and otherwise on the same terms and conditions upon which GKH effects the Disposition of its Stock. In the event that any Non-GKH Holder shall fail to deliver such documentation, assignment and limited power-of-attorney to GKH, the Company shall cause a notation to be made on its books and records to reflect that the Stock of the such Non-GKH Holder is bound by the provisions of this Section 2.3 2.1 and that the Disposition of such Stock may be effected without the such Non-GKH Holder's consent or surrender of its Stock. ln addition, in the event GKH exercises its rights under Section 2.3(a2.1(a), the Non-GKH Holders shall be required to make to a Bona Fide Purchaser such unqualified representations and warranties with respect to their Stock as are set forth in Section 2.5(b2.3(b) hereof and representations and warranties qualified to knowledge with respect to all other matters as are reasonably requested be by the Bona Fide Purchaser.