Common use of Participation Procedure; Conditions Clause in Contracts

Participation Procedure; Conditions. With respect to any Transfer subject to Section 10.2(a), each Transferring Unitholder shall use its commercially reasonable efforts to obtain the agreement of the prospective Transferee(s) to the participation of the Electing Unitholders, and no Transferring Unitholder shall Transfer any of its Units to any prospective Transferee if such prospective Transferee(s) declines to allow the participation of the Electing Unitholders, unless in connection with such Transfer, one or more of the Transferring Unitholders or their Affiliates purchase the number of Units from each Electing Unitholder which such Electing Unitholder would have been entitled to sell pursuant to Section 10.2(a) for the price specified in Section 10.2(a). Each Electing Unitholder Transferring Units pursuant to this Section 10.2 shall pay its share (determined on a Pro Rata Basis) of the expenses incurred by the Transferring Unitholders in connection with such Transfer and shall be obligated to join on a Pro Rata Basis in any indemnification or other obligations that the Transferring Unitholder provides in connection with such Transfer (other than any such obligations that relate specifically to a particular Unitholder such as indemnification with respect to representations and warranties given by a Unitholder regarding such Unitholder’s title to and ownership of Units, in which case the Electing Unitholders will only be obligated to agree to such terms with respect to himself, herself or itself that the Transferring Unitholder provides with respect of itself); provided that except to the extent a prospective Transferee permits a Unitholder to give a guarantee, letter of credit or other mechanism (which shall be dealt with on an individual basis), any escrow of proceeds of any such transaction shall be withheld on a Pro Rata Basis among all Unitholders.

Participation Procedure; Conditions. With respect to any Transfer subject to Section 10.2(a4C(i), each Transferring Unitholder Stockholder shall use his, her or its commercially reasonable best efforts to obtain the agreement of the prospective Transferee(s) to the participation of the Electing Unitholdersother holders of Stockholder Shares who have elected to participate in any contemplated Transfer, and no Transferring Unitholder Stockholder shall Transfer any of its Units Stockholder Shares to any prospective Transferee if such prospective Transferee(s) declines to allow the participation of such other holders on the Electing Unitholdersterms provided herein, unless in connection with such Transfer, Transfer one or more of the Transferring Unitholders Stockholders or their Affiliates purchase (on the same terms and conditions on which such Stockholder Shares were to be sold to the Transferee(s)) the number and class of Units Stockholder Shares from each Electing Unitholder such other holder which such Electing Unitholder other holder would have been entitled to sell pursuant to Section 10.2(a) for the price specified in Section 10.2(a4C(i). Each Electing Unitholder Person Transferring Units Stockholder Shares pursuant to this Section 10.2 4C shall pay its share (determined on a Pro Rata Basis) of the expenses incurred by the Transferring Unitholders Stockholder in connection with such Transfer and shall be obligated to join on a Pro Rata Basis in any indemnification or other obligations that the Transferring Unitholder provides Stockholder agrees to provide in connection with such Transfer (other than any such obligations that relate specifically to a particular Unitholder holder such as indemnification with respect to representations and warranties given by a Unitholder Stockholder regarding such UnitholderStockholder’s title to and ownership of Units, in Stockholder Shares which case the Electing Unitholders will only shall be obligated to agree to such terms with respect to himself, herself or itself that the Transferring Unitholder provides with respect of itselfgiven on an individual basis); provided that except to the extent unless a prospective Transferee permits a Unitholder Stockholder to give a guarantee, letter of credit or other mechanism (which shall be dealt with on an individual basis), any escrow of proceeds of any such transaction shall be withheld on a Pro Rata Basis among all Unitholdersparticipating holders of Stockholder Shares.

Participation Procedure; Conditions. With respect to any Transfer subject to Section 10.2(a9.3(a), each Transferring Unitholder shall use its commercially reasonable efforts to obtain the agreement of the prospective Transferee(s) to the participation of the Electing UnitholdersInvestors who have elected to participate in any contemplated Transfer, and no Transferring Unitholder shall Transfer any of its Units to any prospective Transferee if such prospective Transferee(s) declines to allow the participation of the Electing UnitholdersInvestors on the terms provided herein, unless in connection with such Transfer, Transfer one or more of the Transferring Unitholders or their respective Affiliates purchase (on the same terms and conditions on which such Units were to be sold to the Transferee(s)) the number and class of Units (or pursuant to the following sentence the applicable portion of equity and debt securities of each respective Corporate Investment Vehicle) from each Electing Unitholder which Investor that such Electing Unitholder Investor would have been entitled to sell pursuant to Section 10.2(a) for the price specified in Section 10.2(a9.3(a). Holders of debt or equity securities of Corporate Investment Vehicles shall be entitled to Transfer that portion of their outstanding Subject Securities corresponding to the portion of the Units such Corporate Investment Vehicles are electing and entitled to Transfer hereunder, in lieu of a Transfer of such Units by such Corporate Investment Vehicles, on the same terms and conditions (including price) as the Transferring Unitholder. Each Electing Unitholder Person Transferring Units or Subject Securities pursuant to this Section 10.2 9.3 (i) shall pay its share (determined on a Pro Rata Basis) of the expenses incurred by the Transferring Unitholders Unitholder in connection with such Transfer and Transfer, (ii) shall be obligated to join on a Pro Rata Basis in any indemnification or other obligations that the Transferring Unitholder provides agrees to provide in connection with such Transfer (other than any such obligations that relate specifically to a particular Unitholder such as indemnification with respect to representations and warranties given by a Unitholder regarding such Unitholder’s title to and ownership of Units, in which case the Electing Unitholders will only be obligated to agree to such terms ) or with respect to himselfsuch Unitholder’s related Corporate Investment Vehicle and (iii) shall enter into any indemnification, herself contribution or itself equityholder/seller representative agreement and any other agreement (other than non-competition agreements to be entered into by Unitholders who are also Executives) that the Transferring Unitholder provides is entering into on the same terms and conditions (other than as differences in such terms and conditions might result from holdings of different classes of Units or with respect of itselfto such Unitholder’s related Corporate Investment Vehicle); provided that except to the extent unless a prospective Transferee permits a Unitholder to give a guarantee, letter of credit or other mechanism (which shall be dealt with on an individual basis), any escrow of proceeds of any such transaction shall be withheld on a Pro Rata Basis among all Unitholders.

Participation Procedure; Conditions. With respect to any Transfer Tag Along Sale subject to Section 10.2(a), each Transferring Unitholder Selling Member shall use its commercially reasonable efforts to obtain the agreement of the prospective Transferee(s) Transferee to the participation of the Electing UnitholdersMembers in such contemplated Tag Along Sale, and no Transferring Unitholder Selling Member shall Transfer any of its Units to any prospective Transferee pursuant to such Tag Along Sale if such prospective Transferee(s) declines to allow the participation of the Electing UnitholdersMembers on the terms provided herein, unless in connection with such TransferTag Along Sale, one or more of the Transferring Unitholders Selling Members or their Affiliates purchase the number of Units from each Electing Unitholder Member which such Electing Unitholder Member would have been entitled to sell pursuant to Section 10.2(a) for at the same price specified in and on the same terms and conditions on which such Units would have been sold to the Transferee(s) pursuant to this Section 10.2(a)10.2. Each Electing Unitholder Member Transferring Units pursuant to this Section 10.2 a Tag Along Sale shall pay its share (determined on a Pro Rata Basis) of the expenses incurred by the Transferring Unitholders Selling Members in connection with such Transfer and shall be obligated to join on a Pro Rata Basis in any indemnification or other obligations that obligation the Transferring Unitholder provides Selling Members have agreed to in connection with such Transfer Tag Along Sale (other than including any such obligations that relate specifically to a particular Unitholder Member, such as indemnification with respect to representations and warranties given by a Unitholder Member regarding such UnitholderMember’s title to and ownership of Units, in which case the Electing Unitholders will only be obligated to agree to such terms with respect to himself, herself or itself that the Transferring Unitholder provides with respect of itself); provided that except to that, unless the extent a prospective Transferee permits a Unitholder Transferees permit an Electing Member to give a guarantee, letter of credit or other mechanism (which shall be dealt with on an individual basis), (x) any escrow or other holdback of proceeds of any such transaction shall be withheld on a Pro Rata Basis among all UnitholdersElecting Members and Selling Members and (y) any indemnification obligations among the Members that are outside of such escrow shall be several (and not joint).

Participation Procedure; Conditions. (i) With respect to any Transfer subject to Section 10.2(a)Tag-Along Sale, each Transferring the Selling Unitholder shall use its commercially reasonable efforts to obtain the agreement of the prospective Transferee(s) Transferee to the participation of the Electing UnitholdersUnitholders in such contemplated Tag-Along Sale, and no Transferring the Selling Unitholder shall not Transfer any of its Units Membership Interests to any prospective Transferee pursuant to such Tag-Along Sale if such prospective Transferee(s) declines to allow the participation of the Electing UnitholdersUnitholders on the terms provided herein, unless in connection with such TransferTag-Along Sale, one or more of the Transferring Unitholders or their Affiliates purchase Selling Unitholder purchases the number and class of Units Membership Interests from each Electing Unitholder which such Electing Unitholder would have been entitled to sell pursuant to Section 10.2(a12.04(a) for at the same price specified in Section 10.2(aand on the same terms and conditions on which such Membership Interests were sold to the Transferee(s). . (ii) Each Electing Unitholder Transferring Units Membership Interests pursuant to this Section 10.2 a Tag-Along Sale shall pay and assume its share (determined on a Pro Rata Basisbased upon the relative proceeds to be received by such Electing Unitholder in such Tag-Along Sale) of (A) the expenses incurred by the Transferring Selling Unitholders in connection with such Transfer Transfer, (B) indemnification obligations, (C) escrows, holdbacks and shall be obligated similar arrangements to join support indemnification obligations and adjustments to purchase price, in each of the cases of clauses (A), (B) and (C) on a Pro Rata Basis in any indemnification or other obligations that the Transferring Unitholder provides in connection with such Transfer several (and not joint and several) basis, other than any such obligations that relate specifically to a particular Unitholder Unitholder, such as indemnification with respect to representations and warranties given by a Unitholder regarding such Unitholder’s title to and ownership of UnitsMembership Interests); provided, however, that, except in which case the event of fraud by such Electing Unitholders will only be obligated to agree Unitholder, the liability of an Electing Unitholder in connection with any Tag-Along Sale shall not exceed the lesser of (x) such Electing Unitholder’s pro rata share of all liabilities for the representations, warranties and other obligations incurred in connection with such Tag-Along Sale (except for liabilities for representations, warranties and other obligations made by or related solely to such terms Electing Unitholder, which liabilities shall be several) and (y) the aggregate proceeds received by such Unitholder in such Tag-Along Sale. (iii) With respect to the MDA Member, any documentation with respect to himself, herself or itself that the Transferring Unitholder provides with respect of itself); provided that except a Tag-Along Sale shall be subject in all respects to the extent a prospective Transferee permits a Unitholder to give a guarantee, letter terms of credit or other mechanism (which shall be dealt with on an individual basis), any escrow of proceeds of any such transaction shall be withheld on a Pro Rata Basis among all Unitholdersthe SLA.

Participation Procedure; Conditions. With respect to any Transfer subject to Section 10.2(a9.3(a), each Transferring Unitholder shall use its commercially reasonable efforts to obtain the agreement of the prospective Transferee(s) to the participation of the Electing UnitholdersOther Holders who have elected to participate in any contemplated Transfer, and no Transferring Unitholder shall Transfer any of its Units to any prospective Transferee if such prospective Transferee(s) declines to allow the participation of the Electing UnitholdersOther Holders, unless in connection with such Transfer, one or more of the Transferring Unitholders or their Affiliates purchase (on the same terms and conditions on which such Units were sold to the Transferee(s)) the number and class of Units from each Electing Unitholder Other Holder which such Electing Unitholder Other Holder would have been entitled to sell pursuant to Section 10.2(a) for the price specified in Section 10.2(a9.3(a). Each Electing Unitholder Transferring Units pursuant to this Section 10.2 9.3 shall pay its pro rata share (determined based on a Pro Rata Basiseach such holder’s share of the aggregate proceeds paid with respect to its Units) of the expenses incurred by the Transferring Unitholders Unitholder in connection with such Transfer and shall be obligated to join based on a Pro Rata Basis its pro rata share (based on each such holder’s share of the aggregate proceeds paid with respect to its Units) in any indemnification or other obligations that the Transferring Unitholder provides agrees to provide in connection with such Transfer (other than any such obligations that relate specifically to a particular Unitholder such as indemnification with respect to representations and warranties given by a Unitholder regarding such Unitholder’s title to and ownership of UnitsUnits or, in which the case the Electing Unitholders will only be obligated to agree to such terms with respect to himselfof a Blocker Corp, herself or itself that the Transferring Unitholder provides with respect of itselfits liabilities and authority); provided that except to the extent unless a prospective Transferee permits a Unitholder to give a guarantee, letter of credit or other mechanism (which shall be dealt with on an individual basis), any escrow of proceeds of any such transaction shall be withheld on a Pro Rata Basis pro rata basis among all UnitholdersUnitholders (based on each such holder’s share of the aggregate proceeds paid with respect to its Units); provided that the Unitholders shall have a right of contribution should their attributable share of escrow proceeds be used to satisfy claims that relate to breaches of representations that relate specifically to a particular Unitholder.

Participation Procedure; Conditions. With respect to any Transfer subject to Section 10.2(a11.1(c)(i), each Transferring Unitholder Tag Along Member shall use its commercially reasonable efforts to obtain the agreement of the prospective Transferee(s) to the participation of the Electing UnitholdersOther Members who have elected to participate in any contemplated Transfer, and no Transferring Unitholder Tag Along Member shall Transfer any of its Units to any prospective Transferee if such prospective Transferee(s) declines to allow the participation of the Electing UnitholdersOther Members, unless in connection with such Transfer, one or more of the Transferring Unitholders Tag Along Members or their Affiliates purchase (on the same terms and conditions on which such Units were sold to the Transferee(s)) the number and class of Units from each Electing Unitholder which Other Member while such Electing Unitholder Other Member would have been entitled to sell pursuant to Section 10.2(a) for the price specified in Section 10.2(a11.1(c)(i). Each Electing Unitholder Member Transferring Units pursuant to this Section 10.2 11.1(c) shall pay its share (determined on a Pro Rata Basis) Applicable Percentage of the expenses incurred by the Transferring Unitholders Tag Along Member in connection with such Transfer and shall be obligated to join based on a Pro Rata Basis its pro rata share (based on each such holder's share of the aggregate proceeds paid with respect to its Units) in any indemnification or other obligations that the Transferring Unitholder provides Tag Along Member agrees to provide in connection with such Transfer (other than any such obligations that relate specifically to a particular Unitholder Member such as indemnification with respect to representations and warranties given by a Unitholder Member regarding such Unitholder’s Member's title to and ownership of Units, in which case the Electing Unitholders will only be obligated to agree to such terms with respect to himself, herself or itself that the Transferring Unitholder provides with respect of itself); provided that except to unless the extent applicable prospective Transferee(s) permit a prospective Transferee permits a Unitholder Member to give a guarantee, letter of credit or other mechanism (which shall be dealt with on an individual basis), any escrow of proceeds of any such transaction shall be withheld on a Pro Rata Basis pro rata basis among all UnitholdersMembers (based on each such holder's share of the aggregate proceeds paid with respect to its Units).

Participation Procedure; Conditions. With respect to any Transfer subject to Section 10.2(a9.3(a), each Transferring Unitholder shall use its commercially reasonable efforts to obtain the agreement of the prospective Transferee(s) to the participation of the Electing UnitholdersOther Holders who have elected to participate in any contemplated Transfer, and no Transferring Unitholder shall Transfer any of its Units or Warrants to any prospective Transferee if such prospective Transferee(s) declines to allow the participation of the Electing UnitholdersOther Holders, unless in connection with such Transfer, one or more of the Transferring Unitholders or their Affiliates purchase (on the same terms and conditions on which such Units or Warrants were sold to the Transferee(s)) the number and class of Units or Warrants from each Electing Unitholder Other Holder which such Electing Unitholder Other Holder would have been entitled to sell pursuant to Section 10.2(a) for the price specified in Section 10.2(a9.3(a). Each Electing Unitholder and Member Warrantholder Transferring Units or Warrants pursuant to this Section 10.2 9.3 shall pay its pro rata share (determined based on a Pro Rata Basiseach such holder’s share of the aggregate proceeds paid with respect to its Units and Warrants) of the expenses incurred by the Transferring Unitholders Unitholder in connection with such Transfer and shall be obligated to join based on a Pro Rata Basis its pro rata share (based on each such holder’s share of the aggregate proceeds paid with respect to its Units and Warrants) in any indemnification or other obligations that the Transferring Unitholder provides agrees to provide in connection with such Transfer (other than any such obligations that relate specifically to a particular Unitholder or Member Warrantholder such as indemnification with respect to representations and warranties given by a Unitholder regarding such Unitholder’s title to and ownership of UnitsUnits and Warrants or, in which the case the Electing Unitholders will only be obligated to agree to such terms with respect to himselfof a Blocker Corp, herself or itself that the Transferring Unitholder provides with respect of itselfits liabilities and authority); provided that except to the extent unless a prospective Transferee permits a Unitholder or Member Warrantholder to give a guarantee, letter of credit or other mechanism (which shall be dealt with on an individual basis), any escrow of proceeds of any such transaction shall be withheld on a Pro Rata Basis pro rata basis among all UnitholdersUnitholders and Member Warrantholders (based on each such holder’s share of the aggregate proceeds paid with respect to its Units and Warrants); provided that the Unitholders and Member Warrantholder shall have a right of contribution should their attributable share of escrow proceeds be used to satisfy claims that relate to breaches of representations that relate specifically to a particular Unitholder or Member Warrantholder.” 12. Amendment to Section 9.6(e). Section 9.6(e) of the LLC Agreement is hereby amended by deleting therefrom the language below that is struck through and adding thereto the language below that is bolded and double underlined.

Participation Procedure; Conditions. With respect to any Transfer subject to Section 10.2(a9.2(a), each Transferring Unitholder shall use its commercially reasonable efforts to obtain the agreement of the prospective Transferee(s) to the participation of the Electing UnitholdersOther Members who have elected to participate in any contemplated Transfer, and no Transferring Unitholder shall Transfer any of its Units to any prospective Transferee if such prospective Transferee(s) declines to allow the participation of the Electing UnitholdersOther Members, unless in connection with such Transfer, one or more of the Transferring Unitholders or their Affiliates purchase (on the same terms and conditions on which such Units were sold to the Transferee(s)) the number and class of Units from each Electing Unitholder Other Member which such Electing Unitholder Other Member would have been entitled to sell pursuant to Section 10.2(a) for the price specified in Section 10.2(a9.2(a). Each Electing Unitholder Transferring Units pursuant to this Section 10.2 9.2 shall pay its pro rata share (determined based on a Pro Rata Basiseach such holder’s share of the aggregate proceeds paid with respect to its Units) of the expenses incurred by the Transferring Unitholders Unitholder in connection with such Transfer and shall be obligated to join based on a Pro Rata Basis its pro rata share (based on each such holder’s share of the aggregate proceeds paid with respect to its Units) in any indemnification or other obligations that the Transferring Unitholder provides agrees to provide in connection with such Transfer (other than any such obligations that relate specifically to a particular Unitholder such as indemnification with respect to representations and warranties given by a Unitholder regarding such Unitholder’s title to and ownership of Units, in which case the Electing Unitholders will only be obligated to agree to such terms with respect to himself, herself or itself that the Transferring Unitholder provides with respect of itself); provided that except to the extent unless a prospective Transferee permits a Unitholder to give a guarantee, letter of credit or other mechanism (which shall be dealt with on an individual basis), any escrow or holdback of proceeds of any such transaction shall be withheld on a Pro Rata Basis pro rata basis among all UnitholdersUnitholders (based on each such holder’s share of the aggregate proceeds paid with respect to its Units); provided further that, in no event shall any Unitholder’s aggregate liability for any indemnification obligations exceed the net proceeds actually received by such Unitholder.

Participation Procedure; Conditions. With respect to any Transfer subject to Section 10.2(a4B(i), each Transferring Unitholder Investor shall use its commercially reasonable efforts to obtain the agreement of the prospective Transferee(s) to the participation of the Electing Unitholdersother holders of Investor Shares who have elected to participate in any contemplated Transfer, and no Transferring Unitholder Investor shall Transfer any of its Units Investor Shares to any prospective Transferee if such prospective Transferee(s) declines to allow the participation of such other holders on the Electing Unitholdersterms provided herein, unless in connection with such Transfer, Transfer one or more of the Transferring Unitholders Investors or their Affiliates purchase (on the same terms and conditions on which such Investor Shares were to be sold to the Transferee(s)) the number and class of Units Investor Shares from each Electing Unitholder such other holder which such Electing Unitholder other holder would have been entitled to sell pursuant to Section 10.2(a) for the price specified in Section 10.2(a4B(i). Each Electing Unitholder Person Transferring Units Investor Shares pursuant to this Section 10.2 4B shall pay its such Person’s share (determined on a Pro Rata Basis) of the expenses incurred by the Transferring Unitholders Investor in connection with such Transfer and shall be obligated to join on a Pro Rata Basis in any indemnification or other obligations that the Transferring Unitholder provides Investor agrees to provide in connection with such Transfer (other than any such obligations that relate specifically to a particular Unitholder holder such as indemnification with respect to representations and warranties given by a Unitholder Investor regarding such UnitholderInvestor’s title to and ownership of Units, in Investor Shares which case the Electing Unitholders will only shall be obligated to agree to such terms with respect to himself, herself or itself that the Transferring Unitholder provides with respect of itselfgiven on an individual basis); provided provided, that except to the extent unless a prospective Transferee permits a Unitholder an Investor to give a guarantee, letter of credit or other mechanism (which shall be dealt with on an individual basis), any escrow of proceeds of any such transaction shall be withheld on a Pro Rata Basis among all Unitholdersparticipating holders of Investor Shares.