Common use of Procedures for Qualifying Sales Clause in Contracts

Procedures for Qualifying Sales. At least 30 days prior to making any Qualifying Sale, the applicable Restricted Holder, Existing CERA Trust and/or such Restricted Holder's or such trust's Permitted Transferee will send a written notice (the "Sale Notice") to the Company and the other holders of Registrable Securities. The Sale Notice will disclose the identity of the prospective transferee and the material terms and conditions of the proposed Qualifying Sale, including the number of LLC Units that the prospective transferee is willing to purchase and the intended consummation date of such Qualifying Sale. The Restricted Holder, each of such Restricted Holder's Existing CERA Trusts and each of such Restricted Holder's and such trusts' Permitted Transferees that owns any LLC Units agrees not to consummate any Qualifying Sale until at least 30 days after the related Sale Notice has been sent to each holder of Registrable Securities, unless the Restricted Holder, Existing CERA Trust or such Restricted Holder's and/or such trust's Permitted Transferee, as the case may be, shall have received a notice from each holder of Registrable Securities indicating whether or not such holder has elected to participate in such Qualifying Sale and the number of LLC Units to be sold by each such holder so electing to participate has been finally determined pursuant hereto prior to the expiration of such 30-day period. Each holder of Registrable Securities may elect to participate in the contemplated Qualifying Sale by giving written notice to the applicable Restricted Holder, Existing CERA Trust and/or such Restricted Holder's or such trust's Permitted Transferee and the Company within 30 days after such Restricted Holder, Existing CERA Trust or such Restricted Holder's and/or such trust's Permitted Transferee, as the case may be, has sent the related Sale Notice to such holder. If a holder of Registrable Securities elects to participate, such holder will be entitled to sell in the contem-

Procedures for Qualifying Sales. At least 30 days prior to making any Qualifying Sale, the applicable Restricted Holder, Existing CERA Trust and/or such Restricted Holder's or such trust's Permitted Transferee Cypress will send deliver a written notice (the "Sale Notice") to the Company and the other holders of Registrable Securities. The Sale Notice will fully disclose the identity of the prospective transferee and the material terms and conditions of the proposed Qualifying Sale, including the number class of LLC Units Registrable Securities to be sold (the "Specified Securities"), the maximum amount of Specified Securities that the prospective transferee is willing to purchase and purchase, the intended consummation date of such Qualifying SaleSale and the terms of each agreement with respect to such Qualifying Sale between Cypress or its Affiliates and such prospective transferee. The Restricted Holder, each Cypress may not give a Sale Notice with respect to any Qualifying Sale unless both Cypress and the prospective transferee shall be legally bound to complete such Qualifying Sale (subject only to the satisfaction of the conditions of such Restricted Holder's Existing CERA Trusts Qualifying Sale disclosed in such Sale Notice and each of such Restricted Holder's compliance with this Section 4.1 and such trusts' Permitted Transferees that owns any LLC Units agrees applicable law or exchange regulation). Cypress will not to consummate any Qualifying Sale until at least 30 days after the related Sale Notice has been sent given to each holder the holders of Registrable Securities, unless the Restricted Holder, Existing CERA Trust or such Restricted Holder's and/or such trust's Permitted Transferee, as the case may be, Cypress shall have received a notice from each holder of Registrable Specified Securities or securities presently convertible into or exchangeable or exercisable for Specified Securities (collectively, "Qualifying Securities") indicating whether or not such holder has elected to participate in such Qualifying Sale and the number amount of LLC Units Specified Securities to be sold by each such holder so electing to participate has been finally determined pursuant hereto prior to the expiration of such 30-day period. Each holder of Registrable Qualifying Securities may elect to participate in the contemplated Qualifying Sale by giving written notice to the applicable Restricted Holder, Existing CERA Trust and/or such Restricted Holder's or such trust's Permitted Transferee Cypress and the Company within 30 days after such Restricted Holder, Existing CERA Trust or such Restricted Holder's and/or such trust's Permitted Transferee, as the case may be, Cypress has sent given the related Sale Notice to such holder. If a holder of Registrable Qualifying Securities elects to participate, such holder will be entitled to sell in the contem-contemplated Qualifying Sale, at the same price and (subject to the immediately following sentence) on the same terms and conditions as set forth in the related Sale Notice, an amount of Specified Securities equal to the product of (i) the quotient determined by dividing (A) the amount of Specified Securities then held by such holder (including in such amount all Specified Securities issuable upon conversion, exchange or exercise of all Qualifying Securities then held by such holder) by (B) the aggregate amount of Specified Securities held by Cypress and its Affiliates and all holders of Qualifying Securities (other than Cypress and its Affiliates) so electing to participate (including in such aggregate amount all Specified Securities issuable upon conversion, exchange or exercise of Qualifying Securities then held by Cypress and its Affiliates and such holders) and (ii) the amount of Specified Securities such transferee has agreed to purchase in the contemplated Qualifying Sale. If a holder of Qualifying Securities elects to participate in any Qualifying Sale, Cypress will not consummate such Qualifying Sale unless such holder has been afforded the opportunity to consummate simultaneously the sale by such holder of the amount of Specified Securities determined in accordance with the preceding sentence with respect to such holder. Each holder of Qualifying Securities proposing to include in any contemplated Qualifying Sale Specified Securities to be issued to such holder upon the conversion of other Qualifying Securities then held by such holder shall effect such conversion prior to the time of such Qualifying Sale.

Procedures for Qualifying Sales. At least 30 days prior to making any Qualifying Sale, the applicable Restricted Holder, Existing CERA Trust and/or such Restricted Holder's or such trust's Permitted Transferee will send a written notice (the "Sale Notice") to the Company and the other holders of Registrable Securities. The Sale Notice will disclose the identity of the prospective transferee and the material terms and conditions of the proposed Qualifying Sale, including the number of LLC Units that the prospective transferee is willing to purchase and the intended consummation date of such Qualifying Sale. The Restricted Holder, each of such Restricted Holder's Existing CERA Trusts and each of such Restricted Holder's and 61 68 such trusts' Permitted Transferees that owns any LLC Units agrees not to consummate any Qualifying Sale until at least 30 days after the related Sale Notice has been sent to each holder of Registrable Securities, unless the Restricted Holder, Existing CERA Trust or such Restricted Holder's and/or such trust's Permitted Transferee, as the case may be, shall have received a notice from each holder of Registrable Securities indicating whether or not such holder has elected to participate in such Qualifying Sale and the number of LLC Units to be sold by each such holder so electing to participate has been finally determined pursuant hereto prior to the expiration of such 30-day period. Each holder of Registrable Securities may elect to participate in the contemplated Qualifying Sale by giving written notice to the applicable Restricted Holder, Existing CERA Trust and/or such Restricted Holder's or such trust's Permitted Transferee and the Company within 30 days after such Restricted Holder, Existing CERA Trust or such Restricted Holder's and/or such trust's Permitted Transferee, as the case may be, has sent the related Sale Notice to such holder. If a holder of Registrable Securities elects to participate, such holder will be entitled to sell in the contem-contemplated Qualifying Sale, at the same price and on the same terms and conditions as set forth in the related Sale Notice, an amount of Registrable Securities equal to the product of (i) the quotient determined by dividing (A) the percentage of Registrable Securities then held by such holder of Registrable Securities so electing to participate by (B) the aggregate percentage of Registrable Securities represented by the Registrable Securities then held by the selling Restricted Holder, such Restricted Holder's Existing CERA Trusts and such Restricted Holder's and such trusts' Permitted Transferees and all holders of Registrable Securities so electing to participate (in each case under this clause (i) on a partially diluted basis taking into account only such options to purchase LLC Units as are then exercisable and held by the selling Restricted Holder, such Existing CERA Trusts, such Permitted Transferees or the holders of Registrable Securities so electing to participate, as applicable) and (ii) the number of Registrable Securities such transferee has agreed to purchase in the contemplated sale (or in the case of a "Qualifying Sale" within the meaning of clause (ii) of Section 13.2(b), the Excess Number of shares which such transferee has agreed to purchase). If such right to participate in a Qualifying Sale shall not have been exercised prior to the expiration of the 30-day period, then at any time during the 90 days following the expiration of the 30-day period, subject to extension for not more than an additional 90 days to the extent reasonably required to comply with Applicable Laws in connection with such purchase, the Restricted Holder, such Restricted Holder's Existing CERA Trusts and such Restricted Holder's and such trusts' Permitted Transferees, as applicable, may sell to the prospective transferee the number of LLC Units and at the price and on the terms and conditions indicated in the Sale Notice. Upon request of the Restricted Holder, Existing CERA Trust or such Restricted Holder's and/or such trust's Permitted Transferee, as the case may be, in connection with any contemplated Sale Notice, the Company will provide the Restricted Holder, 62 69 Existing CERA Trust or such Restricted Holder's and/or such trust's Permitted Transferee, as the case may be, with a current list of holders of Registrable Securities and their addresses.

Procedures for Qualifying Sales. At least 30 days prior to ------------------------------- making any Qualifying Sale, the applicable Restricted Holder, Existing CERA Trust and/or such Restricted Holder's or such trust's Permitted Transferee CD&R Fund will send deliver a written notice (the "Sale Notice") to the Company and the other holders of Registrable Securities. ------------ The Sale Notice will fully disclose the identity of the prospective transferee and the material terms and conditions of the proposed Qualifying Sale, including the number of LLC Units shares of Common Stock that the prospective transferee is willing to purchase and the intended consummation date of such Qualifying Sale. The Restricted Holder, each of such Restricted Holder's Existing CERA Trusts and each of such Restricted Holder's and such trusts' Permitted Transferees that owns any LLC Units CD&R Fund agrees not to consummate any Qualifying Sale until at least 30 days after the related Sale Notice has been sent given to each holder of Registrable Securities, unless the Restricted Holder, Existing CERA Trust or such Restricted Holder's and/or such trust's Permitted Transferee, as the case may be, CD&R Fund shall have received a notice from each holder of Registrable Securities indicating whether or not such holder has elected to participate in such Qualifying Sale and the number of LLC Units shares of Common Stock to be sold by each such holder so electing to participate has been finally determined pursuant hereto prior to the expiration of such 30-day period. Each holder of Registrable Securities may elect to participate in the contemplated Qualifying Sale by giving written notice to the applicable Restricted Holder, Existing CERA Trust and/or such Restricted Holder's or such trust's Permitted Transferee CD&R Fund and the Company within 30 days after such Restricted Holder, Existing CERA Trust or such Restricted Holder's and/or such trust's Permitted Transferee, as the case may be, CD&R Fund has sent given the related Sale Notice to such holder. If a holder of Registrable Securities elects to participate, such holder will be entitled to sell in the contem-contemplated Qualifying Sale, at the same price and on the same terms and conditions as set forth in the related Sale Notice, an amount of Registrable Securities equal to the product of (i) the quotient determined - by dividing (A) the percentage of Registrable Securities held by such holder of - Registrable Securities so electing to participate at the time he so elects by (B) the aggregate percentage of Registrable Securities represented by the - Registrable Securities then held by the CD&R Fund and all holders of Registrable Securities so electing to participate and (ii) the number of shares of -- Registrable Securities such transferee has agreed to purchase in the contemplated sale (or in the case of a "Qualifying Sale" within the meaning of clause (ii) of Section 4(b), the Excess Number of shares which such transferee has agreed to purchase), unless all such holders otherwise agree themselves to a different allocation. If such right to participate in a Qualifying Sale shall not have been exercised prior to the expiration of the 30-day period, then at any time during the 90 days following the expiration of the 30-day period, subject to extension for not more than an additional 60 days to the extent reasonably required to comply with applicable laws in connection with such purchase, the CD&R Fund may sell to the prospective transferee the number of shares of Common Stock and at the price and on the terms and conditions indicated in the Sale Notice. Upon receipt of a Sale Notice, the Company will provide the CD&R Fund with a current list of holders of Registrable Securities and their addresses.

Procedures for Qualifying Sales. At least 30 days prior to ------------------------------- making any Qualifying Sale, the applicable Restricted Holder, Existing CERA Trust and/or such Restricted Holder's or such trust's Permitted Transferee C&D Fund will send deliver a written notice (the "Sale Notice") to the Company Company, the holder of the Option and the other holders of ------------ Registrable Securities. The Sale Notice will fully disclose the identity of the prospective transferee and the material terms and conditions of the proposed Qualifying Sale, including the number class of LLC Units Registrable Securities to be sold (the "Specified Securities"), the maximum amount of Specified Securities that the ---------------------- prospective transferee is willing to purchase and the intended consummation date of such Qualifying Sale. The Restricted Holder, each C&D Fund may not give a Sale Notice with respect to any Qualifying Sale unless both the C&D Fund and the prospective transferee shall be legally bound to complete such Qualifying Sale (subject only to the satisfaction of the conditions of such Restricted Holder's Existing CERA Trusts Qualifying Sale disclosed in such Sale Notice and each of such Restricted Holder's compliance with this Section 4 and such trusts' Permitted Transferees that owns any LLC Units agrees Applicable Law). The C&D Fund will not to consummate any Qualifying Sale until at least 30 days after the related Sale Notice has been sent given to each the holder of the Option and the holders of Registrable Securities, unless the Restricted Holder, Existing CERA Trust or such Restricted Holder's and/or such trust's Permitted Transferee, as the case may be, C&D Fund shall have received a notice from each holder of Registrable Specified Securities or securities presently convertible into or exchangeable or exercisable for Specified Securities (collectively, "Qualifying Securities") indicating whether or not such holder ---------------------- has elected to participate in such Qualifying Sale and the number amount of LLC Units Specified Securities to be sold by each such holder so electing to participate has been finally determined pursuant hereto prior to the expiration of such 30-30- day period. Each holder of Registrable Qualifying Securities may elect to participate in the contemplated Qualifying Sale by giving written notice to the applicable Restricted Holder, Existing CERA Trust and/or such Restricted Holder's or such trust's Permitted Transferee C&D Fund and the Company within 30 days after such Restricted Holder, Existing CERA Trust or such Restricted Holder's and/or such trust's Permitted Transferee, as the case may be, C&D Fund has sent given the related Sale Notice to such holder. If a holder of Registrable Qualifying Securities elects to participate, such holder will be entitled to sell in the contem-contemplated Qualifying Sale, at the same price and (subject to the immediately following sentence) on the same terms and conditions as set forth in the related Sale Notice, an amount of Specified Securities equal to the product of (i) the quotient determined by dividing (A) - - the amount of Specified Securities then held by such holder (including in such amount all Specified Securities issuable upon conversion, exchange or exercise of all Qualifying Securities then held by such holder) by (B) the aggregate -- amount of Specified Securities held by the C&D Fund and all holders of Qualifying Securities (other than the C&D Fund) so electing to participate (including in such aggregate amount all Specified Securities issuable upon conversion, exchange or exercise of Qualifying Securities then held by the C&D Fund and such holders) and (ii) the amount of Specified Securities such -- transferee has agreed to purchase in the contemplated Qualifying Sale. Notwithstanding the immediately preceding sentence, Westinghouse shall not be required in connection with any Qualifying Sale in which it elects to participate (x) to enter into any non-competition covenant or agreement having a - scope or duration beyond that contained in the Non-Competition Agreement dated the date hereof entered into by Westinghouse pursuant to the Acquisition Agreement or (y) other than in respect of representations, warranties, - covenants and agreements made solely on its own behalf, to undertake any liability in excess of its proportionate share (based on the amount of securities sold in such Qualifying Sale) for representations, warranties, covenants and agreements made jointly by the selling holders in such Qualifying Sale. If a holder of Qualifying Securities elects to participate in any Qualifying Sale, the C&D Fund will not consummate such Qualifying Sale unless such holder has been afforded the opportunity to consummate simultaneously the sale by such holder of the amount of Specified Securities determined in accordance with the preceding sentence with respect to such holder. Each holder of Qualifying Securities proposing to include in any contemplated Qualifying Sale Specified Securities to be issued to such holder upon the conversion of other Qualifying Securities then held by such holder shall effect such conversion prior to the time of such Qualifying Sale.

Procedures for Qualifying Sales. At least 30 days 20 Business Days prior to making any sale or transfer of Common Stock which would constitute a Qualifying Sale, the applicable Restricted Holder, Existing CERA Trust and/or such Restricted Holder's or such trust's Permitted Transferee Fund will send deliver a written notice (the "Sale Notice") to the Company and the other holders of Registrable SecuritiesSecurities (excluding the other Fund, its Affiliate Transferees and Fund Distributees). The Sale Notice will fully disclose the identity of the prospective transferee and the material terms and conditions of the proposed Qualifying Saletransfer, including the number of LLC Units shares of Common Stock that the prospective transferee is willing to purchase and the intended consummation date of such Qualifying Sale. The Restricted Holder, each of such Restricted Holder's Existing CERA Trusts and each of such Restricted Holder's and such trusts' Permitted Transferees that owns any LLC Units Such Fund agrees not to consummate any Qualifying Sale such transfer until at least 30 days 20 Business Days after the related Sale Notice has been sent delivered to each holder of Registrable Securitiessuch holders, unless the Restricted Holder, Existing CERA Trust or such Restricted Holder's and/or such trust's Permitted Transferee, as the case may be, shall have Fund has received a notice notices from each such holder of Registrable Securities indicating whether or not such holder has elected to participate in such Qualifying Sale and the number of LLC Units shares to be sold by each such holder so electing to participate has been finally determined pursuant hereto prior to the expiration of such 3020 Business Day-day period. Each holder The holders of Registrable Securities may elect to participate in the contemplated Qualifying Sale sale by giving delivering written notice to the applicable Restricted Holder, Existing CERA Trust and/or such Restricted Holder's or such trust's Permitted Transferee Fund and the Company within 30 days 20 Business Days after such Restricted Holder, Existing CERA Trust or such Restricted Holder's and/or such trust's Permitted Transferee, as their receipt of the case may be, has sent the related Sale Notice to such holderNotice. If such a holder of Registrable Securities elects to participateparticipate in such sale, such holder will be entitled to sell (pro rata on the basis of the number of shares of Registrable Securities then held by such holder, unless all such holders otherwise agree among themselves to a different allocation) in the contem-contemplated sale, at the same price and on the same terms, a number of shares of Registrable Securities equal to the product of (i) the quotient determined by dividing (A) the percentage of Registrable Securities then held by the holders so electing to participate by (B) the aggregate percentage of the Registrable Securities represented by the Registrable Securities then held by such Fund and the holders of Registrable Securities so electing to participate plus the aggregate number of Registrable Securities then held by other holders electing to participate in such sale pursuant to the Shareholders Agreement and (ii) the number of shares of Registrable Securities such transferee has agreed to purchase in the contemplated sale (or, in the case of a "Qualifying Sale" within the meaning of Section 4(b)(ii), the Excess Number of shares which such transferee has agreed to purchase). Any Registrable Security proposed to be included in any such contemplated sale that is not, but is convertible into, Common Stock of the same class as that proposed to be sold by such Fund shall be converted into Common Stock of such class prior to the time of the actual sale.

Procedures for Qualifying Sales. At least 30 days prior to making any Qualifying Sale, the applicable Restricted Holder, Existing CERA Trust and/or such Restricted Holder's or such trust's Permitted Transferee CD&R Fund will send deliver a written notice (the "Sale Notice") to the Company and the other holders of Registrable Securities. The Sale Notice will fully disclose the identity of the prospective transferee and the material terms and conditions of the proposed Qualifying Sale, including the number of LLC Units shares of Common Stock that the prospective transferee is willing to purchase and the intended consummation date of such Qualifying Sale. The Restricted Holder, each of such Restricted Holder's Existing CERA Trusts and each of such Restricted Holder's and such trusts' Permitted Transferees that owns any LLC Units CD&R Fund agrees not to consummate any Qualifying Sale until at least 30 days after the related Sale Notice has been sent given to each holder of Registrable Securities, unless the Restricted Holder, Existing CERA Trust or such Restricted Holder's and/or such trust's Permitted Transferee, as the case may be, CD&R Fund shall have received a notice from each holder of Registrable Securities indicating whether or not such holder has elected to participate in such Qualifying Sale and the number of LLC Units shares of Common Stock to be sold by each such holder so electing to participate has been finally determined pursuant hereto prior to the expiration of such 30-day period. Each holder of Registrable Securities may elect to participate in the contemplated Qualifying Sale by giving written notice to the applicable Restricted Holder, Existing CERA Trust and/or such Restricted Holder's or such trust's Permitted Transferee CD&R Fund and the Company within 30 days after such Restricted Holder, Existing CERA Trust or such Restricted Holder's and/or such trust's Permitted Transferee, as the case may be, CD&R Fund has sent given the related Sale Notice to such holder. If a holder of Registrable Securities elects to participate, such holder will be entitled to sell in the contem-contemplated Qualifying Sale, at the same price and on the same terms and conditions as set forth in the related Sale Notice, an amount of Registrable Securities equal to the product of (i) the quotient determined by dividing (A) the percentage of Registrable Securities held by such holder of Registrable Securities so electing to participate at the time he so elects by (B) the aggregate percentage of Registrable Securities represented by the Registrable Securities then held by the CD&R Fund and all holders of Registrable Securities so electing to participate and (ii) the number of shares of Registrable Securities such transferee has agreed to purchase in the contemplated sale (or in the case of a "Qualifying Sale" within the meaning of clause (ii) of Section 4(b), the Excess Number of shares which such transferee has agreed to purchase), unless all such holders otherwise agree themselves to a different allocation. If such right to participate in a Qualifying Sale shall not have been exercised prior to the expiration of the 30-day period, then at any time during the 90 days following the expiration of the 30-day period, subject to extension for not more than an additional 60 days to the extent reasonably required to comply with applicable laws in connection with such purchase, the CD&R Fund may sell to the prospective transferee the number of shares of Common Stock and at the price and on the terms and conditions indicated in the Sale Notice. Upon receipt of a Sale Notice, the Company will provide the CD&R Fund with a current list of holders of Registrable Securities and their addresses.

Procedures for Qualifying Sales. At least 30 days prior to making any Qualifying Sale, the applicable Restricted Holder, Existing CERA Trust and/or such Restricted Holder's or such trust's Permitted Transferee CD&R Fund will send deliver a written notice (the "Sale Notice") to the Company and the other holders of Registrable Securities. The Sale Notice will fully disclose the identity of the prospective transferee and the material terms and conditions of the proposed Qualifying Sale, including the number of LLC Units shares of Common Stock that the prospective transferee is willing to purchase and the intended consummation date of such Qualifying Sale. The Restricted Holder, each of such Restricted Holder's Existing CERA Trusts and each of such Restricted Holder's and such trusts' Permitted Transferees that owns any LLC Units CD&R Fund agrees not to consummate any Qualifying Sale until at least 30 days after the related Sale Notice has been sent given to each holder of Registrable Securities, unless the Restricted Holder, Existing CERA Trust or such Restricted Holder's and/or such trust's Permitted Transferee, as the case may be, CD&R Fund shall have received a notice from each holder of Registrable Securities indicating whether or not such holder has elected to participate in such Qualifying Sale and the number of LLC Units shares of Common Stock to be sold by each such holder so electing to participate has been finally determined pursuant hereto prior to the expiration of such 30-day period. Each holder of Registrable Securities may elect to participate in the contemplated Qualifying Sale by giving written notice to the applicable Restricted Holder, Existing CERA Trust and/or such Restricted Holder's or such trust's Permitted Transferee CD&R Fund and the Company within 30 days after such Restricted Holder, Existing CERA Trust or such Restricted Holder's and/or such trust's Permitted Transferee, as the case may be, CD&R Fund has sent given the related Sale Notice to such holder. If a holder of Registrable Securities elects to participate, such holder will be entitled to sell in the contem-contemplated Qualifying Sale, at the same price and on the same terms and conditions as set forth in the related Sale Notice, an amount of Registrable Securities equal to the product of (i) the quotient determined by dividing (A) the percentage of Registrable Securities then held by such holder of Registrable Securities so electing to participate by (B) the aggregate percentage of Registrable Securities represented by the Registrable Securities then held by the CD&R Fund and all holders of Registrable Securities so electing to participate and (ii) the number of shares of Registrable Securities such transferee has agreed to purchase in the contemplated sale (or in the case of a "Qualifying Sale" within the meaning of clause (ii) of Section 4(b), the Excess Number of shares which such transferee has agreed to purchase), unless all such holders otherwise agree themselves to a different allocation. If such right to participate in a Qualifying Sale shall not have been exercised prior to the expiration of the 30-day period, then at any time during the 90 days following the expiration of the 30-day period, subject to extension for not more than an additional 60 days to the extent reasonably required to comply with applicable laws in connection with such purchase, the CD&R Fund may sell to the prospective transferee the number of shares of Common Stock and at the price and on the terms and conditions indicated in the Sale Notice. Upon receipt of a Sale Notice, the Company will provide the CD&R Fund with a current list of holders of Registrable Securities and their addresses.