Common use of Right of Inclusion Clause in Contracts

Right of Inclusion. (a) If (i) a Shareholder (considering the Gellein Trust and the X. Xxxxxxx Trust as a single Shareholder for purposes of this Section 4.2), which, at the time, owns an aggregate of at least 20% of the outstanding shares of Common Stock, proposes to sell more than 50% of its shares of Common Stock in a single transaction or a series of related transactions (other than one or more underwritten public offerings) to a Transferee, and (ii) the Shareholders do not elect to exercise their rights, if any, under Section 4.1, then such Shareholder shall deliver to Grantee, and Grantee's Affiliates who or which hold all or a portion of the Option, a written notice setting forth the consideration per share of Common Stock to be paid by such Transferee and the other terms and conditions of such proposed disposition. Grantee, and Grantee's Affiliates, if any, who or which hold all or a portion of the Option, shall be entitled to participate in such proposed disposition by requiring Shareholder to cause Transferee to purchase that number of Option Shares equal to the Included Shares and to receive, in connection with such proposed disposition, an amount equal to the total sales price of the Included Shares, less the sum of the Exercise Price thereof and any applicable foreign, Federal, State or local withholding taxes attributable to the transactions described in Section 4.2(a).