Common use of Restrictions on Transfers of Vestar Securities Clause in Contracts

Restrictions on Transfers of Vestar Securities. (a) Tag-Along Rights. Prior to making any Transfer of Vestar Securities (other than a Transfer described in Section 3.2(b)) any holder of Vestar Securities proposing to make such a Transfer (for purposes of this Section 3.2, a "Selling Holder") shall give at least 30 days prior written notice to each holder of Marathon Securities, Xxxxxxx Family Securities and Employee Securities (for purposes of this Section 3.2, each an "Other Holder") and the Company, which notice (for purposes of this Section 3.2, the "Sale Notice") shall identify the type and amount of Vestar Securities to be sold (for purposes of this Section 3.2, the "Offered Securities"), describe in reasonable detail the terms and conditions of such proposed Transfer and identify each prospective Transferee. Any of the Other Holders may, within 15 days of the receipt of the Sale Notice, give written notice (each, a "Tag-Along Notice") to the Selling Holder that such Other Holder wishes to participate in such proposed Transfer upon the terms and conditions set forth in the Sale Notice, which Tag-Along Notice shall specify the Marathon Securities, Xxxxxxx Family Securities and Employee Securities such Other Holder desires to include in such proposed Transfer; provided, however, that (1) each Other Holder shall be required, as a condition to being permitted to sell Marathon Securities, Xxxxxxx Family Securities and Employee Securities pursuant to this Section 3.2(a) in connection with a Transfer of Offered Securities, to elect to sell Marathon Securities, Xxxxxxx Family Securities and Employee Securities of the same type and class and in the same relative proportions (which proportions shall be determined on a unit for unit or, as the case may be, share for share basis and on the basis of aggregate liquidation value with respect to Preferred Units or Stock) as the Securities which comprise the Offered Securities, (2) no Employee Security that is subject to vesting shall be entitled to be sold pursuant to this Section 3.2(a) unless such Employee Security has fully vested and (3) to exercise its tag-along rights hereunder, each Other Holder must agree to make to the Transferee the same representations, warranties, covenants, indemnities and agreements as the Selling Holder agrees to make in connection with the Transfer of the Offered Securities (except that in the case of representations and warranties pertaining specifically to, or covenants made specifically by, the Selling Holder, the Other Holders shall make comparable representations and warranties pertaining specifically to (and, as applicable, covenants by) themselves), and must agree to bear his or its ratable share (which shall be proportionate based on the value of Securities that are Transferred but shall not exceed the amount of proceeds received in connection with such Transfer) of all liabilities to the Transferees arising out of representations, warranties and covenants (other than those representations, warranties and covenants that pertain specifically to a given Securityholder, who shall bear all of the liability related thereto), indemnities or other agreements made in connection with the Transfer. Each Securityholder will bear (x) its or his own costs of any sale of Securities pursuant to this Section 3.2(a) and (y) its or his pro-rata share (based upon the relative amount of Securities sold) of any of the other costs of any reasonable and customary sale of Securities pursuant to this Section 3.2(a) to the extent such costs are incurred for the benefit of all Securityholders and are not otherwise paid by the Transferee.

Restrictions on Transfers of Vestar Securities. (a) Tag-Along Rights. Prior to making any Transfer of Vestar Securities (other than a Transfer described in Section 3.2(b)) any holder of Vestar Securities proposing to make such a Transfer (for purposes of this Section 3.2, a "Selling Holder") shall give at least 30 days prior written notice to each holder of Marathon Securities, Xxxxxxx Family Pro-Fac Securities and Employee Securities (for purposes of this Section 3.2, each an "Other Holder") and the Company, which notice (for purposes of this Section 3.2, the "Sale Notice") shall identify the type and amount of Vestar Securities to be sold (for purposes of this Section 3.2, the "Offered Securities"), describe in reasonable detail the terms and conditions of such proposed Transfer and identify each prospective Transferee. Any of the Other Holders may, within 15 days of the receipt of the Sale Notice, give written notice (each, a "Tag-Along Notice") to the Selling Holder that such Other Holder wishes to participate in such proposed Transfer upon the terms and conditions set forth in the Sale Notice, which Tag-Along Notice shall specify the Marathon Securities, Xxxxxxx Family Pro-Fac Securities and or Employee Securities such Other Holder desires to include in such proposed Transfer; provided, however, that (1) each Other Holder shall be required, as a condition to being permitted to sell Marathon Securities, Xxxxxxx Family Pro-Fac Securities and or Employee Securities pursuant to this Section 3.2(a) in connection with a Transfer of Offered Securities, to elect to sell Marathon Securities, Xxxxxxx Family Pro-Fac Securities and or Employee Securities of the same type and class and in the same relative proportions (which proportions shall be determined on a unit for unit or, as the case may be, share for share basis and on the basis of aggregate liquidation value with respect to Preferred Units or Preferred Stock) as the Securities which comprise the Offered SecuritiesSecurities (it being understood that, for purposes of this Section 3.2(a) only, Class A Units and Class B Units shall be considered the same type and class of Unit and Section 3.5 shall apply), (2) no Employee Security that is subject to vesting shall be entitled to be sold pursuant to this Section 3.2(a) unless such Employee Security has fully vested and (3) to exercise its tag-along rights hereunder, each Other Holder must agree to make to the Transferee the same representations, warranties, covenants, indemnities and agreements as the Selling Holder agrees to make in connection with the Transfer of the Offered Securities (except that in the case of representations and warranties pertaining specifically to, or covenants made specifically by, the Selling Holder, the Other Holders shall make comparable representations and warranties pertaining specifically to (and, as applicable, covenants by) themselves), and must agree to bear his or its ratable share (which shall be proportionate based on the value of Securities that are Transferred but shall not exceed the amount of proceeds received in connection with such Transfer) of all liabilities to the Transferees arising out of representations, warranties and covenants (other than those representations, warranties and covenants that pertain specifically to a given Securityholder, who shall bear all of the liability related thereto), indemnities or other agreements made in connection with the Transfer. Each Securityholder will bear (x) its or his own costs of any sale of Securities pursuant to this Section 3.2(a) and (y) its or his pro-rata share (based upon the relative amount of Securities sold) of any of the other costs of any reasonable and customary sale of Securities pursuant to this Section 3.2(a) to the extent such costs are incurred for the benefit of all Securityholders and are not otherwise paid by the Transferee.

Restrictions on Transfers of Vestar Securities. (a) TagTAG-Along RightsALONG RIGHTS. Prior to making any Transfer of Vestar Securities (other than a Transfer described in Section SECTION 3.2(b)) any holder of Vestar Securities proposing to make such a Transfer (for purposes of this Section SECTION 3.2, a "Selling HolderSELLING HOLDER") shall give at least 30 days prior written notice to each holder of Marathon Securities, Xxxxxxx Family Securities and Employee Securities (for purposes of this Section SECTION 3.2, each an "Other HolderOTHER HOLDER") and the Company, which notice (for purposes of this Section SECTION 3.2, the "Sale NoticeSALE NOTICE") shall identify the type and amount of Vestar Securities to be sold (for purposes of this Section SECTION 3.2, the "Offered SecuritiesOFFERED SECURITIES"), describe in reasonable detail the terms and conditions of such proposed Transfer and identify each prospective Transferee. Any of the Other Holders may, within 15 days of the receipt of the Sale Notice, give written notice (each, a "TagTAG-Along NoticeALONG NOTICE") to the Selling Holder that such Other Holder wishes to participate in such proposed Transfer upon the terms and conditions set forth in the Sale Notice, which Tag-Along Notice shall specify the Marathon Securities, Xxxxxxx Family Securities and Employee Securities such Other Holder desires to include in such proposed Transfer; provided, however, that (1) each Other Holder shall be required, as a condition to being permitted to sell Marathon Securities, Xxxxxxx Family Securities and Employee Securities pursuant to this Section SECTION 3.2(a) in connection with a Transfer of Offered Securities, to elect to sell Marathon Securities, Xxxxxxx Family Securities and Employee Securities of the same type and class and in the same relative proportions (which proportions shall be determined on a unit for unit or, as the case may be, share for share basis and on the basis of aggregate liquidation value with respect to Preferred Units or Stock) as the Securities which comprise the Offered Securities, (2) no Employee Security that is subject to vesting shall be entitled to be sold pursuant to this Section SECTION 3.2(a) unless such Employee Security has fully vested and (3) to exercise its tag-along rights hereunder, each Other Holder must agree to make to the Transferee the same representations, warranties, covenants, indemnities and agreements as the Selling Holder agrees to make in connection with the Transfer of the Offered Securities (except that in the case of representations and warranties pertaining specifically to, or covenants made specifically by, the Selling Holder, the Other Holders shall make comparable representations and warranties pertaining specifically to (and, as applicable, covenants by) themselves), and must agree to bear his or its ratable share (which shall be proportionate based on the value of Securities that are Transferred but shall not exceed the amount of proceeds received in connection with such Transfer) of all liabilities to the Transferees arising out of representations, warranties and covenants (other than those representations, warranties and covenants that pertain specifically to a given Securityholder, who shall bear all of the liability related thereto), indemnities or other agreements made in connection with the Transfer. Each Securityholder will bear (x) its or his own costs of any sale of Securities pursuant to this Section SECTION 3.2(a) and (y) its or his pro-rata share (based upon the relative amount of Securities sold) of any of the other costs of any reasonable and customary sale of Securities pursuant to this Section SECTION 3.2(a) to the extent such costs are incurred for the benefit of all Securityholders and are not otherwise paid by the Transferee.

Restrictions on Transfers of Vestar Securities. (a) Tag-Along Rights. Prior to making any Transfer of Vestar Securities (other than a Transfer described in Section 3.2(b)) any holder of Vestar Securities proposing to make such a Transfer (for purposes of this Section 3.2, a "“Selling Holder"”) shall give at least 30 days prior written notice to each holder of Marathon Securities, Xxxxxxx Family Pro-Fac Securities and Employee Securities (for purposes of this Section 3.2, each an "“Other Holder"”) and the Company, which notice (for purposes of this Section 3.2, the "“Sale Notice"”) shall identify the type and amount of Vestar Securities to be sold (for purposes of this Section 3.2, the "“Offered Securities"”), describe in reasonable detail the terms and conditions of such proposed Transfer and identify each prospective Transferee. Any of the Other Holders may, within 15 days of the receipt of the Sale Notice, give written notice (each, a "“Tag-Along Notice"”) to the Selling Holder that such Other Holder wishes to participate in such proposed Transfer upon the terms and conditions set forth in the Sale Notice, which Tag-Along Notice shall specify the Marathon Securities, Xxxxxxx Family Pro-Fac Securities and or Employee Securities such Other Holder desires to include in such proposed Transfer; provided, however, that (1) each Other Holder shall be required, as a condition to being permitted to sell Marathon Securities, Xxxxxxx Family Pro-Fac Securities and or Employee Securities pursuant to this Section 3.2(a) in connection with a Transfer of Offered Securities, to elect to sell Marathon Securities, Xxxxxxx Family Pro-Fac Securities and or Employee Securities of the same type and class and in the same relative proportions (which proportions shall be determined on a unit for unit or, as the case may be, share for share basis and on the basis of aggregate liquidation value with respect to Preferred Units or Preferred Stock) as the Securities which comprise the Offered SecuritiesSecurities (it being understood that, for purposes of this Section 3.2(a) only, Class A Units and Class B Units shall be considered the same type and class of Unit and Section 3.5 shall apply), (2) no Employee Security that is subject to vesting shall be entitled to be sold pursuant to this Section 3.2(a) unless such Employee Security has fully vested and (3) to exercise its tag-along rights hereunder, each Other Holder must agree to make to the Transferee the same representations, warranties, covenants, indemnities and agreements as the Selling Holder agrees to make in connection with the Transfer of the Offered Securities (except that in the case of representations and warranties pertaining specifically to, or covenants made specifically by, the Selling Holder, the Other Holders shall make comparable representations and warranties pertaining specifically to (and, as applicable, covenants by) themselves), and must agree to bear his or its ratable share (which shall be proportionate based on the value of Securities that are Transferred but shall not exceed the amount of proceeds received in connection with such Transfer) of all liabilities to the Transferees arising out of representations, warranties and covenants (other than those representations, warranties and covenants that pertain specifically to a given Securityholder, who shall bear all of the liability related thereto), indemnities or other agreements made in connection with the Transfer. Each Securityholder will bear (x) its or his own costs of any sale of Securities pursuant to this Section 3.2(a) and (y) its or his pro-rata share (based upon the relative amount of Securities sold) of any of the other costs of any reasonable and customary sale of Securities pursuant to this Section 3.2(a) to the extent such costs are incurred for the benefit of all Securityholders and are not otherwise paid by the Transferee.

Restrictions on Transfers of Vestar Securities. (a) TagTAG-Along RightsALONG RIGHTS. Prior to making any Transfer of Vestar Securities (other than a Transfer described in Section 3.2(b)) any holder of Vestar Securities proposing to make such a Transfer (for purposes of this Section 3.2, a "Selling Holder") shall give at least 30 days thirty (30) days' prior written notice to each holder of Marathon Securities, Xxxxxxx Family Securities and Employee Securities (for purposes of this Section 3.2, each an "Other Holder") and the Company, which notice (for purposes of this Section 3.2, the "Sale Notice") shall identify the type and amount of Vestar Securities to be sold (for purposes of this Section 3.2, the "Offered Securities"), describe in reasonable detail the terms and conditions of such proposed Transfer Transfer, and identify each prospective Transferee. Any of the Other Holders may, within 15 fifteen (15) days of the receipt of the Sale Notice, give written notice (each, a "Tag-Along Notice") to the Selling Holder that such Other Holder wishes to participate in such proposed Transfer upon the terms and conditions set forth in the Sale Notice, which Tag-Along Notice shall specify the Marathon Securities, Xxxxxxx Family Securities and Employee Securities such Other Holder desires to include in such proposed Transfer; provided, however, that (1) each Other Holder shall be required, as a condition to being permitted to sell Marathon Securities, Xxxxxxx Family Securities and Employee Securities pursuant to this Section 3.2(a) in connection with a Transfer of Offered Securities, to elect to sell Marathon Securities, Xxxxxxx Family Securities and Employee Securities of the same type and class and in the same relative proportions (which proportions shall be determined on a unit for unit or, as the case may be, share for share basis and on the basis of aggregate liquidation value with respect to Preferred Units or Preferred Stock) as the Securities which comprise the Offered Securities, (2) no Employee Security that is subject to vesting shall be entitled to be sold pursuant to this Section 3.2(a) unless such Employee Security has fully vested vested; and (3) to exercise its tag-along rights hereunder, each Other Holder must agree to make to the Transferee the same representations, warranties, covenants, indemnities and agreements as the Selling Holder agrees to make in connection with the Transfer of the Offered Securities (except that in the case of representations and warranties pertaining specifically to, or covenants made specifically by, the Selling Holder, the Other Holders shall make comparable representations and warranties pertaining specifically to (and, as applicable, covenants by) themselves), and must agree to bear his or its ratable share (which may be joint and several but shall be proportionate based on the value of Securities that are Transferred but shall not exceed the amount of proceeds received in connection with such TransferTransferred) of all liabilities to the Transferees arising out of representations, warranties and covenants (other than those representations, warranties and covenants that pertain specifically to a given Securityholder, who shall bear all of the liability related thereto), indemnities or other agreements made in connection with the Transfer. Each Securityholder will bear (x) its or his own costs of any sale of Securities pursuant to this Section 3.2(a) and (y) its or his pro-rata share (based upon the relative amount of Securities sold) of any of the other costs of any reasonable and customary sale of Securities pursuant to this Section 3.2(a) (excluding all amounts paid to any Securityholder or his or its Affiliates as a transaction fee, broker's fee, finder's fee, advisory fee, success fee, or other similar fee or charge related to the consummation of such sale) to the extent such costs are incurred for the benefit of all Securityholders and are not otherwise paid by the Transferee.

Restrictions on Transfers of Vestar Securities. (a) Tag-Along Rights. Prior to making any Transfer of Vestar ---------------- Securities (other than a Transfer described in Section 3.2(b)) any holder of -------------- Vestar Securities proposing to make such a Transfer (for purposes of this Section 3.2, a "Selling Holder") shall give at least 30 days prior written ----------- -------------- notice to each holder of Marathon Securities, Xxxxxxx Family Securities and Employee Securities (for purposes of this Section 3.2, each an "Other Holder") ----------- ------------ and the Company, which notice (for purposes of this Section 3.2, the "Sale ----------- ---- Notice") shall identify the type and amount of Vestar Securities to be sold (for ------ purposes of this Section 3.2, the "Offered Securities"), describe in reasonable ----------- ------------------ detail the terms and conditions of such proposed Transfer and identify each prospective Transferee. Any of the Other Holders may, within 15 days of the receipt of the Sale Notice, give written notice (each, a "Tag-Along Notice") to ---------------- the Selling Holder that such Other Holder wishes to participate in such proposed Transfer upon the terms and conditions set forth in the Sale Notice, which Tag-Tag- Along Notice shall specify the Marathon Securities, Xxxxxxx Family Securities and Employee Securities such Other Holder desires to include in such proposed Transfer; provided, however, that (1) each Other Holder shall be required, as a condition to being permitted to sell Marathon Securities, Xxxxxxx Family Securities and Employee Securities pursuant to this Section 3.2(a) in connection -------------- with a Transfer of Offered Securities, to elect to sell Marathon Securities, Xxxxxxx Family Securities and Employee Securities of the same type and class and in the same relative proportions (which proportions shall be determined on a unit for unit or, as the case may be, share for share basis and on the basis of aggregate liquidation value with respect to Preferred Units or Stock) as the Securities which comprise the Offered Securities, (2) no Employee Security that is subject to vesting shall be entitled to be sold pursuant to this Section 3.2(a) unless such Employee -------------- Security has fully vested and (3) to exercise its tag-along rights hereunder, each Other Holder must agree to make to the Transferee the same representations, warranties, covenants, indemnities and agreements as the Selling Holder agrees to make in connection with the Transfer of the Offered Securities (except that in the case of representations and warranties pertaining specifically to, or covenants made specifically by, the Selling Holder, the Other Holders shall make comparable representations and warranties pertaining specifically to (and, as applicable, covenants by) themselves), and must agree to bear his or its ratable share (which shall be proportionate based on the value of Securities that are Transferred but shall not exceed the amount of proceeds received in connection with such Transfer) of all liabilities to the Transferees arising out of representations, warranties and covenants (other than those representations, warranties and covenants that pertain specifically to a given Securityholder, who shall bear all of the liability related thereto), indemnities or other agreements made in connection with the Transfer. Each Securityholder will bear (x) its or his own costs of any sale of Securities pursuant to this Section ------- 3.2(a) and (y) its or his pro-rata share (based upon the relative amount of ------ Securities sold) of any of the other costs of any reasonable and customary sale of Securities pursuant to this Section 3.2(a) to the extent such costs are -------------- incurred for the benefit of all Securityholders and are not otherwise paid by the Transferee. (i) each participating Securityholder (including the Selling Holder) shall be entitled to sell a number of shares of each class of Securities (taking into account the provisions of clause (1) of the first paragraph of this Section 3.2(a)) (not to exceed, for any Other Holder, the -------------- number of shares of such class of Securities identified in such Other Holder's Tag-Along Notice) equal to the product of (A) the number of Allocable Shares of such class of Securities and (B) a fraction, the numerator of which is such Securityholder's Ownership Percentage of such class of Securities and the denominator of which is the aggregate Ownership Percentage for all participating Securityholders of such class of Securities; and (ii) if after allocating the Allocable Shares of any class of Securities to such Securityholders in accordance with clause (i) above, there are any Allocable Shares of such class that remain unallocated, then they shall be allocated (in one or more successive allocations on the basis of the allocation method specified in clause (i) above) among the Selling Holder and each such Other Holder that has elected in its Tag-Along Notice to sell a greater number of shares of such class of Securities than previously has been allocated to it pursuant to clause (i) and this clause (ii) (all of whom (but no others) shall, for purposes of clause (i) above, be deemed to be the participating Securityholders) until all such Allocable Shares have been allocated in accordance with this clause (ii).