Common use of Required Participation in Sale of Securities by the NMP Entities Clause in Contracts

Required Participation in Sale of Securities by the NMP Entities. Notwithstanding any other provision of this Agreement to the contrary, if the NMP Entities shall propose to sell (including by exchange, in a business combination or otherwise) all or any portion of their shares of Capital Stock or Debentures in a bona fide arm’s-length transaction, or the Company proposes to sell or otherwise transfer for value all or substantially all of the stock, assets or business (whether by merger, sale or otherwise) of the Company, (i) the NMP Entities, at their option, may require, in the case of a sale of Capital Stock or Debentures by the NMP Entities, that each Shareholder sell a proportionate amount of such Shareholder’s shares of Capital Stock or Debentures (determined on the same basis described in Section 3.3), as applicable, and waive any appraisal right that they may have in connection with the Transaction and, (ii) in any case, if shareholder approval of the Transaction is required and the Company’s shareholders are entitled to vote thereon, each Shareholder shall vote all of such Shareholder’s shares of Capital Stock in favor of such Transaction. Any sale of shares of Capital Stock or Debentures, as applicable, by a Shareholder pursuant to this Section 3.5 shall be for the same consideration per share, on substantially the same terms and subject to substantially the same conditions as the sale of shares of Capital Stock or Debentures, as applicable, owned by the NMP Entities; provided, that the consideration per share, terms and conditions shall be adjusted as necessary to the extent such Shareholder and the NMP Entities are selling different types of Capital Stock; and provided, further, that there shall be no adjustment in the consideration per share in the event that the NMP Entities are also selling shares of Series A Preferred Stock. If any Shareholder sells any shares of Common Stock or Debentures, as applicable, pursuant to this Section 3.5, such Shareholder shall pay and be responsible for such Shareholder’s proportionate share of the Expenses of Sale and the Sale Obligations.

Required Participation in Sale of Securities by the NMP Entities. Notwithstanding any other provision of this Agreement to the contrary, if the NMP Entities shall propose to sell (including by exchange, in a business combination or otherwise) all or any portion at least 80% of their shares of Series B Preferred Stock to a third party in the same transaction or transactions (which would represent, together with any other shares of Capital Stock or Debentures in a bona fide arm’s-length transactionproposed to be transferred (including pursuant to the exercise by the NMP Entities of their rights under Section 7.4 of the Investor Stockholders Agreement), more than 50% of the outstanding Capital Stock) or the Company proposes to sell or otherwise transfer for value all or substantially all of the stock, assets or business (whether by merger, sale or otherwise) of the CompanyCompany to a third party, then (i) the NMP Entities, Entities at their option, option may require, in the case of a sale of Capital Stock or Debentures by the NMP Entities, that each Shareholder Stockholder sell a proportionate amount of such ShareholderStockholder’s shares of Capital Common Stock or Debentures (determined on which shall be the same basis described in Section 3.3), proportion as applicable, the proportion of the aggregate number of shares sold by the NMP Entities to the aggregate number of shares owned by the NMP Entities) and waive any appraisal right that they it may have in connection with the Transaction and, and (ii) in any case, if shareholder stockholder approval of the Transaction is required and the Company’s shareholders stockholders are entitled to vote thereon, that each Shareholder shall Stockholder vote all of such ShareholderStockholder’s shares of Capital Common Stock in favor of such Transaction. Any sale of shares of Capital Common Stock or Debentures, as applicable, by a Shareholder Stockholder pursuant to this Section 3.5 shall 3.4 shall, subject to Section 3.5, be for the same consideration per share, on substantially the same terms and subject to substantially the same conditions as the sale of shares of Capital Stock or Debentures, as applicable, owned by the NMP Entities; provided, . Each Stockholder that the consideration per share, terms and conditions shall be adjusted as necessary to the extent such Shareholder and the NMP Entities are selling different types of Capital Stock; and provided, further, that there shall be no adjustment in the consideration per share in the event that the NMP Entities are also selling shares of Series A Preferred Stock. If any Shareholder sells any shares of Common Stock or Debentures, as applicable, pursuant to this Section 3.5, such Shareholder 3.4 shall pay and be responsible for such ShareholderStockholder’s proportionate share of the Expenses of Sale and the Sale Obligations.

Required Participation in Sale of Securities by the NMP Entities. Notwithstanding any other provision of this Agreement to the contrary, if the NMP Entities shall propose to sell (including by exchange, in a business combination or otherwise) all or any portion of their shares of Capital Stock capital stock or Debentures in a bona fide arm’s-length transaction, or the Company proposes to sell or otherwise transfer for value all or substantially all of the stock, assets or business (whether by merger, sale or otherwise) of the Company, (i) the NMP Entities, at their option, may require, in the case of a sale of Capital Stock capital stock or Debentures by the NMP Entities, that each the Shareholder sell a proportionate amount of such the Shareholder’s shares of Capital Common Stock or Debentures (determined on the same basis described in Section 3.3), as applicable, 2.2) and waive any appraisal right that they the Shareholder may have in connection with the Transaction and, (ii) in any case, if shareholder Shareholder approval of the Transaction is required and the Company’s shareholders are Shareholder is entitled to vote thereon, each the Shareholder shall vote all of such the Shareholder’s shares of Capital Common Stock in favor of such Transaction. Any sale of shares of Capital Common Stock or Debentures, as applicable, by a the Shareholder pursuant to this Section 3.5 2.4 shall be for the same consideration per share, on substantially the same terms and subject to substantially the same conditions as the sale of shares of Capital Stock capital stock or Debentures, as applicable, owned by the NMP Entities; provided, that the consideration per share, terms and conditions shall be adjusted as necessary to the extent such the Shareholder and the NMP Entities are selling different types of Capital Stockcapital stock; and provided, further, that there shall be no adjustment in the consideration per share in the event that that the NMP Entities are also selling shares of Series A Preferred Stock. If any the Shareholder sells any shares of Common Stock or Debentures, as applicable, pursuant to this Section 3.52.4, such the Shareholder shall pay and be responsible for such the Shareholder’s proportionate share of the Expenses of Sale and the Sale Obligations.

Required Participation in Sale of Securities by the NMP Entities. Notwithstanding any other provision of this Agreement to the contrary, if the NMP Entities shall propose to sell (including by exchange, in a business combination or otherwise) all or any portion of their shares of Capital Stock capital stock or Debentures in a bona fide arm’s-length transaction, or the Company proposes to sell or otherwise transfer for value all or substantially all of the stock, assets or business (whether by merger, sale or otherwise) of the Company, (i) the NMP Entities, at their option, may require, in the case of a sale of Capital Stock capital stock or Debentures by the NMP Entities, that each the Shareholder sell a proportionate amount of such the Shareholder’s shares of Capital Common Stock or Debentures (determined on the same basis described in Section 3.3), as applicable, 2.2) and waive any appraisal right that they the Shareholder may have in connection with the Transaction and, (ii) in any case, if shareholder Shareholder approval of the Transaction is required and the Company’s shareholders are Shareholder is entitled to vote thereon, each the Shareholder shall vote all of such the Shareholder’s shares of Capital Common Stock in favor of such Transaction. Any sale of shares of Capital Common Stock or Debentures, as applicable, by a the Shareholder pursuant to this Section 3.5 2.4 shall be for the same consideration per share, on substantially the same terms and subject to substantially the same conditions as the sale of shares of Capital Stock capital stock or Debentures, as applicable, owned by the NMP Entities; provided, that the consideration per share, terms and conditions shall be adjusted as necessary to the extent such the Shareholder and the NMP Entities are selling different types of Capital Stockcapital stock; and provided, further, that there shall be no adjustment in the consideration per share in the event that the NMP Entities are also selling shares of Series A Preferred Stock. If any the Shareholder sells any shares of Common Stock or Debentures, as applicable, pursuant to this Section 3.52.4, such the Shareholder shall pay and be responsible for such the Shareholder’s proportionate share of the Expenses of Sale and the Sale Obligations.