Common use of PARTICIPATION IN SALE OF COMMON STOCK Clause in Contracts

PARTICIPATION IN SALE OF COMMON STOCK. The Employee, at the Employee's option, may participate proportionately (and the FL & Co. Companies shall allow the Employee to participate proportionately) in any sale (other than a public offering, which shall be governed by Section 2.4 hereof) of all or a portion of the shares of Common Stock owned by either of the FL & Co. Companies to any Third Party by selling in such sale the same percentage of the Employee's shares of Common Stock as the FL & Co. Companies propose to sell of their shares of Common Stock to the Third Party (determined on the basis of the aggregate number of shares of Common Stock owned, and the aggregate number of such shares being sold, by the FL & Co. Companies). The Company shall notify the Employee in writing of the FL & Co. Companies' intention to effect such a sale to a Third Party and the nature and per share amount of consideration to be paid by such Third Party at least 10 days, or such shorter time as the Company deems practicable, before the closing of any such proposed sale of shares of Common Stock (the "Section 2.3 Notice"), and the Employee shall notify the Company in writing within 5 days after receipt of the Section 2.3 Notice of his or her intention to participate in such sale, including the number of shares of Common Stock with respect to which he or she will so participate. Any failure by the Employee to so notify the Company within such 5 day period shall be deemed an election by the Employee not to participate in such sale with respect to any of his or her shares. Any sale of shares of Common Stock by the Employee pursuant to this Section 2.3 shall be for the same consideration per share, on the same terms and subject to the same conditions as the sale of shares of Common Stock owned by the FL & Co. Companies. If the Employee sells any shares of Common Stock pursuant to this Section 2.3, the Employee shall pay and be responsible for the Employee's proportionate share of the Expenses of Sale and the Sale Obligations.

PARTICIPATION IN SALE OF COMMON STOCK. The EmployeeDirector, at the EmployeeDirector's option, may participate proportionately (and the FL & Co. Companies shall allow the Employee Director to participate proportionately) in any sale (other than a public offering, which shall be governed by Section 2.4 2.3 hereof) of all or a portion of the shares of Common Stock owned by either of the FL & Co. Companies to any Third Party by selling in such sale to the Third Party the same percentage of the EmployeeDirector's shares of Common Stock as the FL & Co. Companies propose to sell of their shares of Common Stock to the Third Party (determined on the basis of the aggregate number of such shares of Common Stock owned, and the aggregate number of such shares being sold, by the FL & Co. Companies). For purposes of determining the number of shares of Common Stock in respect of which the Director may participate in such sale pursuant to this Section 2.2, the Director shall be deemed to own the shares of Common Stock acquired upon exercise of the Option at any time plus (a) if, at the time of such sale, the Director is still serving as a director of the Company, the shares of Common Stock subject to any then unexercised portion of the Option, if any, or (b) if, at the time of such sale, the Director has ceased to serve as a director of the Company but has not yet exercised the Option pursuant to Section 6.2(b) of the Option Agreement, the shares of Common Stock issuable upon exercise of the portion of the Option that is exercisable pursuant to Sections 6.2(b) and 4.1 of the Option Agreement, if any. The Company shall notify the Employee Director in writing of the FL & Co. Companies' intention to effect such a sale to a Third Party and the nature and per share amount of consideration to be paid by such Third Party at least 10 days, or such shorter time as the Company deems practicable, before the closing of any such proposed sale of shares of Common Stock (the "Section 2.3 2.2 Notice"), and the Employee Director shall notify the Company in writing within 5 five days after receipt of the Section 2.3 2.2 Notice of his or her intention to participate in such sale, including the number of shares of Common Stock with respect to which he or she will so participate. Any failure by the Employee Director to so notify the Company within such 5 five-day period shall be deemed an election by the Employee Director not to participate in such sale with respect to any of his or her shares. Any sale of shares of Common Stock by the Employee Director pursuant to this Section 2.3 2.2 shall be for the same consideration per share, on the same terms and subject to the same conditions as the sale of shares of Common Stock owned by the FL & Co. Companies. If the Employee Director sells any shares of Common Stock pursuant to this Section 2.32.2, the Employee Director shall pay and be responsible for the EmployeeDirector's proportionate share of the Expenses of Sale and the Sale Obligations.

PARTICIPATION IN SALE OF COMMON STOCK. The Employee, at the Employee's option, may Stockholder shall participate proportionately (and the FL & Co. Companies Partnerships (as defined in Section 5.1 hereof) shall allow the Employee Stockholder to participate proportionately) in any sale (other than a public offering, which shall be governed by Section 2.4 hereof) of all or a portion of the shares of Common Stock owned by either any of the FL & Co. Companies Partnerships to any person who is not an affiliate or a partner of any of the FL Partnerships or an affiliate of such partner (a "Third Party"), by selling to the Third Party by selling in such sale the same percentage of the EmployeeStockholder's shares of Common Stock as the FL & Co. Companies Partnerships propose to sell to the Third Party of their the aggregate shares of Common Stock to the Third Party (determined on the basis owned by all of the aggregate FL Partnerships. For purposes of determining the number of shares of Common Stock ownedin respect of which the Stockholder may participate pursuant to this Section 2.3, the Stockholder shall be deemed to own (a) the shares of Common Stock subject to this Agreement, (b) if the Stockholder has not been Terminated, the shares of Common Stock issuable upon exercise of the unexercised portion of the Option and (c) if the aggregate number Stockholder has been Terminated, the shares of such shares being soldCommon Stock issuable upon the exercise of the Exercisable Portion of the Option (as defined in the Option Agreement), by the FL & Co. Companies)if any. The Company Corporation shall notify the Employee Stockholder in writing of the FL & Co. CompaniesPartnerships' intention to effect such a sale to a Third Party, the identity of the Third Party and the nature and per share amount of consideration to be paid to each seller by such Third Party Party, at least 10 days, days (or such shorter time as the Company Corporation deems practicable, ) before the closing of any such proposed sale of shares of Common Stock (the "Section 2.3 Notice"), and the Employee shall notify the Company in writing within 5 days after receipt of the Section 2.3 Notice of his or her intention to participate in such sale, including the number of shares of Common Stock with respect to which he or she will so participate. Any failure by the Employee to so notify the Company within such 5 day period shall be deemed an election by the Employee not to participate in such sale with respect to any of his or her sharesStock. Any sale of shares of Common Stock by the Employee Stockholder pursuant to this Section 2.3 shall be for the same consideration per share, on the same terms and subject to the same conditions as the sale of shares of Common Stock owned by the FL & Co. CompaniesPartnerships. If The Stockholder shall pay a proportionate share of any of the Employee sells expenses and shall be responsible for a proportionate share of any shares liabilities and obligations (including liabilities and obligations for indemnification, amounts paid into escrow and for post-closing purchase price adjustments) (collectively, "Expenses of Common Stock Sale") incurred by the selling stockholders in connection with any sale pursuant to this Section 2.3, 2.3 that are not paid by the Employee shall pay and be responsible for the Employee's proportionate share of the Expenses of Sale and the Sale ObligationsCorporation.

PARTICIPATION IN SALE OF COMMON STOCK. The Employee, at the Employee's option, may participate proportionately (and the FL & Co. Companies shall allow the Employee to participate proportionately) in any sale (other than a public offering, which shall be governed by Section 2.4 3.3 hereof) of all or a portion of the shares of Common Stock owned by either of the FL & Co. Companies to any Third Party by selling in such sale the same percentage of the Employee's shares of Common Stock as the FL & Co. Companies propose to sell of their shares of Common Stock to the Third Party (determined on the basis of the aggregate number of shares of Common Stock owned, and the aggregate number of such shares being sold, by the FL & Co. Companies). For purposes of determining the number of shares of Common Stock in respect of which the Employee may participate in such sale pursuant to this Section 3.2, the Employee shall be deemed to own the shares of Common Stock acquired upon exercise of the Option at any time plus the shares of Common Stock subject to any then unexercised portion of the Option, in each case other than any shares with respect to which any section of this Agreement (including Section 4.3 hereof) or the Option Agreement (including Section 6.2(c) thereof) provides that the Employee may not participate in such sale. The Company shall notify the Employee in writing of the FL & Co. Companies' intention to effect such a sale to a Third Party and the nature and per share amount of consideration to be paid by such Third Party at least 10 days, or such shorter time as the Company deems practicable, before the closing of any such proposed sale of shares of Common Stock (the "Section 2.3 Notice"), and the Employee shall notify the Company in writing within 5 days after receipt of the Section 2.3 Notice of his or her intention to participate in such sale, including the number of shares of Common Stock with respect to which he or she will so participate. Any failure by the Employee to so notify the Company within such 5 day period shall be deemed an election by the Employee not to participate in such sale with respect to any of his or her shares. Any sale of shares of Common Stock by the Employee pursuant to this Section 2.3 shall be for the same consideration per share, on the same terms and subject to the same conditions as the sale of shares of Common Stock owned by the FL & Co. Companies. If the Employee sells any shares of Common Stock pursuant to this Section 2.3, the Employee shall pay and be responsible for the Employee's proportionate share of the Expenses of Sale and the Sale Obligations.3.2