Common use of REQUIRED PARTICIPATION IN SALE OF CLASS Clause in Contracts

REQUIRED PARTICIPATION IN SALE OF CLASS. A COMMON STOCK BY THE FL & CO. COMPANIES. Notwithstanding any other provision of this Agreement to the contrary, if the FL & Co. Companies shall propose to sell (including by exchange, in a business combination or otherwise) all or any portion of their shares of Class A Common Stock in a bona fide arm's-length transaction, the FL & Co. Companies, at their option, may require that (x) the Employee exchange the same percentage of the Employee's shares of Class B Common Stock as the FL & Co. Companies propose to sell of their shares in the transaction (determined on the basis of the aggregate number of shares of Class A Common Stock owned, and the aggregate number of such shares being sold, by the FL & Co. Companies) for shares of Class A Common Stock in accordance with the Exchange Rate, and (y) sell all the Class A Common Stock received in such exchange for the same consideration per share, on the same terms and subject to the same conditions in the same transaction and, if stockholder approval of the transaction is required and the Employee is entitled to vote thereon, that the Employee vote the Employee's shares in favor thereof. The Company shall calculate the Exchange Rate and shall, immediately prior to, and contingent upon, the consummation of the transaction exchange such shares of Class B Common Stock for Class A Common Stock in accordance with the Exchange Rate. If the Employee sells any shares pursuant to this Section 3.5, the Employee shall pay and be responsible for the Employee's proportionate share of the Expenses of Sale and the Sale Obligations.

REQUIRED PARTICIPATION IN SALE OF CLASS. A COMMON STOCK BY THE FL & CO. COMPANIES. Notwithstanding any other provision of this Agreement to the contrary, if the FL & Co. Companies shall propose to sell (including by exchange, in a business combination or otherwise) all or any portion of their shares of Class A Common Stock in a bona fide arm's-length transaction, the FL & Co. Companies, at their option, may require that (x) the Employee exchange the same percentage of the Employee's shares of Class B C Common Stock as the FL & Co. Companies propose to sell of their shares in the transaction (determined on the basis of the aggregate number of shares of Class A Common Stock owned, and the aggregate number of such shares then being sold, by the FL & Co. Companies) for shares of Class A Common Stock in accordance with the Class C Exchange Rate, and (y) sell all the Class A Common Stock received in such exchange for the same consideration per share, on the same terms and subject to the same conditions in the same transaction and, if stockholder approval of the transaction is required and the Employee is entitled to vote thereon, that the Employee vote the Employee's shares in favor thereof. For purposes of determining the number of shares of Class C Common Stock in respect of which the Employee is to participate in such sale pursuant to this Section 3.4, the Employee shall be deemed to own the shares of Class C Common Stock acquired upon exercise of the Option at any time plus the shares of Class C 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 calculate the Class C Exchange Rate and shall, immediately prior to, and contingent upon, the consummation of the transaction transaction, exchange such the shares of Class B C Common Stock with respect to which the Employee will participate in the transaction for shares of Class A Common Stock in accordance with the Class C Exchange Rate. If the Employee sells any shares pursuant to this Section 3.53.4, the Employee shall pay and be responsible for the Employee's proportionate share of the Expenses of Sale and the Sale Obligations.

REQUIRED PARTICIPATION IN SALE OF CLASS. A COMMON STOCK BY THE FL & CO. COMPANIES. Notwithstanding any other provision of this Agreement to the contrary, if the FL & Co. Companies shall propose to sell (including by exchange, in a business combination or otherwise) all or any portion of their shares of Class A Common Stock in a bona fide arm's-length transaction, the FL & Co. Companies, at their option, may require that (x) the Employee exchange Director sell the same percentage of the EmployeeDirector's shares of Class B A Common Stock as the FL & Co. Companies propose to sell of their shares in the transaction (determined on the basis of the aggregate number of shares of Class A Common Stock owned, and the aggregate number of such shares then being sold, by the FL & Co. Companies) for shares of Class A Common Stock in accordance with the Exchange Rate, and (y) sell all the Class A Common Stock received in such exchange for the same consideration per share, on the same terms and subject to the same conditions in the same transaction and, if stockholder approval of the transaction is required and the Employee Director is entitled to vote thereon, that the Employee Director vote the EmployeeDirector's shares in favor thereof. The Company shall calculate For purposes of determining the Exchange Rate and shall, immediately prior to, and contingent upon, the consummation number of the transaction exchange such shares of Class B Common Stock for Class A Common Stock in accordance with respect of which the Exchange RateDirector is to participate in such sale pursuant to this Section 2.4, the Director shall be deemed to own the shares of Class A 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 Class A 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 Class A 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. If the Employee Director sells any shares pursuant to this Section 3.52.4, the Employee Director shall pay and be responsible for the EmployeeDirector's proportionate share of the Expenses of Sale and the Sale Obligations.