Common use of Right of Inclusion Clause in Contracts

Right of Inclusion. (a) The FS Stockholder agrees not to Transfer (as defined in Section 5.1) all or any portion of the shares of Common Stock it holds to any Person (individually, a "Third Party" and, collectively, "Third Parties") unless the Sears Stockholder, the Ripplewood Stockholder and each Existing Stockholder are given an opportunity to sell to the Third Party such number of shares of Common Stock owned by the Sears Stockholder, the Ripplewood Stockholder and such Existing Stockholder as is determined in accordance with Subsection 3.3 of this Section 3; provided, -------- however, that the Sears Stockholder, the Ripplewood ------- Stockholder and the Existing Stockholders shall have no rights pursuant to this Section 3 with respect to Transfers by the FS Stockholder or a Permitted Transferee of the FS Stockholder of Common Stock to (i) any Permitted Transferee of the FS Stockholder or Permitted Transferees of such Permitted Transferee (except Transfers either to an Unaffiliated Permitted Transferee (x) more than one year after the date hereof or (y) prior to one year after the date hereof if after such Transfer, FS Stockholder would own less than 25% of the Common Stock or would have granted any approval rights over major corporate transactions or would have transferred rights not in compliance with this Agreement) or (ii) to any limited or general partner or employee of the FS Stockholder or any Permitted Transferee of the FS Stockholder in a transaction constituting either (x) a distribution or (y) on isolated sale of less than 5% of the Common Stock for employment incentive purposes. (b) The Sears Stockholder agrees not to Transfer (as defined in Section 5.1) all or any portion of the shares of Common Stock it holds to any Person (individually, a "Third Party" and, collectively, "Third Parties") unless the FS Stockholder, the Ripplewood Stockholder and each Existing Stockholder are given an opportunity to sell to the Third Party such number of shares of Common Stock owned by the FS Stockholder, the Ripplewood Stockholder and such Existing Stockholder as is determined in accordance with Subsection 3.3 of this Section 3; provided, -------- however, that the FS Stockholder, the Ripplewood Stockholder and ------- the Existing Stockholders shall have no rights pursuant to this Section 3 with respect to Transfers by the Sears Stockholder or a Permitted Transferee of the Sears Stockholder of Common Stock to any Permitted Transferee of the Sears Stockholder or Permitted Transferees of such Permitted Transferee. (c) The Ripplewood Stockholder agrees not to Transfer (as defined in Section 5.1) all or any portion of the shares of common stock it holds to any third party unless the FS Stockholder is given an opportunity to sell to the third party such number of shares of Common Stock owned by the FS Stockholder as is determined in accordance with subsection 3.3 of this Section 3; provided, however, that the FS Stockholder shall have no rights pursuant to the Section 3 with respect to Transfers by the Ripplewood Stockholder to any Permitted Transferee of the Ripplewood Stockholder. To the extent the FS Stockholder exercises its rights under this Section 3.1(c), the Existing Stockholders and Sears Stockholder shall thereupon have the rights described in Section 3.1(a).

Right of Inclusion. (a) The FS Stockholder agrees not to Transfer (as defined in Section 5.1) all or any portion of the shares of Common Stock, Preferred Stock or other Securities it holds to any Person (individually, a "Third Party" and, collectively, "Third Parties") unless the Sears Stockholder, the Ripplewood each Existing Stockholder and each Existing Additional Stockholder are is given an opportunity to sell to the Third Party such number of shares of Common Stock, Preferred Stock or other Securities owned by the Sears Stockholder, the Ripplewood Stockholder and such Existing Stockholder or such Additional Stockholder as is determined in accordance with Subsection 3.3 of this Section 3; provided, -------- however, that the Sears Stockholder, the Ripplewood -------- ------- Stockholder Existing Stockholders and the Existing Additional Stockholders shall have no rights pursuant to this Section 3 with respect to Transfers by the FS Stockholder or a Permitted Transferee of the FS Stockholder of Common Stock Securities to (i) any Permitted Transferee of the FS Stockholder or Permitted Transferees of such Permitted Transferee (except Transfers either to an Unaffiliated Permitted Transferee (x) more than one year after the date hereof or (y) prior to one year after the date hereof if after such Transfer, FS Stockholder would own less than 25% of the Common Stock or would have granted any approval rights over major corporate transactions or would have transferred rights not in compliance with this Agreement) or (ii) to any limited or general partner or employee of the FS Stockholder or any Permitted Transferee of the FS Stockholder in a transaction constituting either (x) a distribution or (y) on isolated sale of less than 5% of the Common Stock for employment incentive purposesStockholder. (b) The Sears Stockholder agrees Existing Stockholders agree not to Transfer (as defined in Section 5.1) all or any portion of the shares of Common Stock, Preferred Stock or other Securities it holds to any Person (individually, a "Third Party" and, collectively, "Third Parties") Party unless the FS Stockholder, the Ripplewood Stockholder and each Existing Stockholder the Additional Stockholders are given an opportunity to sell to the Third Party such number of shares of Common Stock, Preferred Stock or other Securities owned by the FS Stockholder, the Ripplewood Stockholder and such Existing Stockholder the Additional Stockholders as is determined in accordance with Subsection 3.3 of this Section 3; provided, -------- however, that the FS Stockholder, the Ripplewood -------- ------- Stockholder and ------- the Existing Additional Stockholders shall have no rights pursuant to this Section 3 with respect to Transfers by the Sears Stockholder or a Permitted Transferee of the Sears Stockholder of Common Stock Existing Stockholders to any Permitted Transferee of the Sears Stockholder or Permitted Transferees of such Permitted TransfereeExisting Stockholders. (c) The Ripplewood Stockholder agrees not to Transfer (as defined in Section 5.1) all or any portion of the shares of common stock it holds to any third party unless the FS Stockholder is given an opportunity to sell to the third party such number of shares of Common Stock owned by the FS Stockholder as is determined in accordance with subsection 3.3 of this Section 3; provided, however, that the FS Stockholder shall have no rights pursuant to the Section 3 with respect to Transfers by the Ripplewood Stockholder to any Permitted Transferee of the Ripplewood Stockholder. To the extent the FS Stockholder exercises its rights under this Section 3.1(c), the Existing Stockholders and Sears Stockholder shall thereupon have the rights described in Section 3.1(a).

Right of Inclusion. (a) i. The FS Stockholder agrees not to Transfer (as defined in Section 5.1) all or any portion of the shares of Common Stock it holds to any Person (individually, a "Third Party" and, collectively, "Third Parties") unless the Sears Stockholder, the Ripplewood Stockholder and each Existing Stockholder are given an opportunity to sell to the Third Party such number of shares of Common Stock owned by the Sears Stockholder, the Ripplewood Stockholder and such Existing Stockholder as is determined in accordance with Subsection 3.3 of this Section 3; provided, -------- however, that the Sears Stockholder, the Ripplewood ------- Stockholder and the Existing Stockholders shall have no rights pursuant to this Section 3 with respect to Transfers by the FS Stockholder or a Permitted Transferee of the FS Stockholder of Common Stock to (i) any Permitted Transferee of the FS Stockholder or Permitted Transferees of such Permitted Transferee (except Transfers either to an Unaffiliated Permitted Transferee (x) more than one year after the date hereof or (y) prior to one year after the date hereof if after such Transfer, FS Stockholder would own less than 25% of the Common Stock or would have granted any approval rights over major corporate transactions or would have transferred rights not in compliance with this Agreement) or (ii) to any limited or general partner or employee of the FS Stockholder or any Permitted Transferee of the FS Stockholder in a transaction constituting either (x) a distribution or (y) on isolated sale of less than 5% of the Common Stock for employment incentive purposes. (b) ii. The Sears Stockholder agrees not to Transfer (as defined in Section 5.1) all or any portion of the shares of Common Stock it holds to any Person (individually, a "Third Party" and, collectively, "Third Parties") unless the FS Stockholder, the Ripplewood Stockholder and each Existing Stockholder are given an opportunity to sell to the Third Party such number of shares of Common Stock owned by the FS Stockholder, the Ripplewood Stockholder and such Existing Stockholder as is determined in accordance with Subsection 3.3 of this Section 3; provided, -------- however, that the FS Stockholder, the Ripplewood Stockholder and ------- the Existing Stockholders shall have no rights pursuant to this Section 3 with respect to Transfers by the Sears Stockholder or a Permitted Transferee of the Sears Stockholder of Common Stock to any Permitted Transferee of the Sears Stockholder or Permitted Transferees of such Permitted Transferee. (c) iii. The Ripplewood Stockholder agrees not to Transfer (as defined in Section 5.1) all or any portion of the shares of common stock it holds to any third party unless the FS Stockholder is given an opportunity to sell to the third party such number of shares of Common Stock owned by the FS Stockholder as is determined in accordance with subsection 3.3 of this Section 3; provided, however, that the FS Stockholder shall have no rights pursuant to the Section 3 with respect to Transfers by the Ripplewood Stockholder to any Permitted Transferee of the Ripplewood Stockholder. To the extent the FS Stockholder exercises its rights under this Section 3.1(c), the Existing Stockholders and Sears Stockholder shall thereupon have the rights described in Section 3.1(a).

Right of Inclusion. Right of First Refusal. Prior to the earlier of (a) The FS Stockholder agrees not the tenth anniversary of the Closing Date or (b) a Public Distribution, notwithstanding any written consent of EMC required pursuant to Transfer Section 8(a) hereof, if you (as defined in Section 5.1) all or any portion of your Permitted Transferees) shall have received a bona fide offer in writing from a Third Party (the "Third Party Offer") to purchase any Shares owned by you (or any of your Permitted Transferees), which offer you (or any of your Permitted Transferees) desire (or desires) to accept, and you (or any of your Permitted Transferees) are otherwise permitted to sell such shares, then (unless such transfer shall be in a Public Offering in accordance with Section 6 of the shares Stockholders Agreement) your (or any of Common Stock it holds your Permitted Transferees') right to any Person (individually, a "Third Party" and, collectively, "Third Parties") unless the Sears Stockholder, the Ripplewood Stockholder and each Existing Stockholder are given an opportunity to sell to accept the Third Party such number Offer and to sell the shares covered thereby shall be subject to the rights of shares inclusion and rights of Common Stock owned by first refusal contained in Section 7 of the Sears Stockholder, the Ripplewood Stockholder and such Existing Stockholder as is determined in accordance with Subsection 3.3 of this Section 3Stockholders Agreement; provided, -------- however, that the Sears Stockholder, the Ripplewood ------- Stockholder and the Existing Stockholders shall have no rights you (or any of your Permitted Transferees) may not transfer any Shares owned by you (or any of your Permitted Transferees) to a Third Party pursuant to this Section 3 with respect to Transfers by the FS Stockholder or a Permitted Transferee 7 of the FS Stockholder Stockholders Agreement other than for cash or promissory notes or both cash and promissory notes. You agree that you will not transfer, or seek EMC's consent to permit you to transfer, any Shares owned by you to a Person whom you know, or after reasonable inquiry should know, has been convicted of Common Stock a felony which, due to (i) its nature or notoriety, reflects or would reflect adversely upon EMC or any Permitted Transferee of subsidiary thereof or which has resulted in the FS Stockholder or Permitted Transferees incarceration of such Permitted Transferee Person for 30 days or more (except Transfers either to an Unaffiliated Permitted Transferee (x) more than one year after the date hereof or (y) prior to one year after the date hereof if after unless such Transfer, FS Stockholder would own less than 25% of the Common Stock or would have granted conviction is reversed in any approval rights over major corporate transactions or would have transferred rights not in compliance with this Agreement) or (ii) to any limited or general partner or employee of the FS Stockholder or any Permitted Transferee of the FS Stockholder in a transaction constituting either (x) a distribution or (y) on isolated sale of less than 5% of the Common Stock for employment incentive purposes. (b) The Sears Stockholder agrees not to Transfer (as defined in Section 5.1) all or any portion of the shares of Common Stock it holds to any Person (individually, a "Third Party" and, collectively, "Third Parties") unless the FS Stockholder, the Ripplewood Stockholder and each Existing Stockholder are given an opportunity to sell final appeal thereof). Notwithstanding anything herein contained to the Third Party such number of shares of Common Stock owned by the FS Stockholdercontrary, the Ripplewood Stockholder and such Existing Stockholder as is determined in accordance with Subsection 3.3 of this Section 3; provided, -------- however, that the FS Stockholder, the Ripplewood Stockholder and ------- the Existing Stockholders shall have no rights pursuant to this Section 3 with respect to Transfers by the Sears Stockholder you (or a Permitted Transferee of the Sears Stockholder of Common Stock to any Permitted Transferee of the Sears Stockholder or Permitted Transferees of such Permitted Transferee. (c) The Ripplewood Stockholder agrees not to Transfer (as defined in Section 5.1) all or any portion of the shares of common stock it holds to any third party unless the FS Stockholder is given an opportunity to sell to the third party such number of shares of Common Stock owned by the FS Stockholder as is determined in accordance with subsection 3.3 of this Section 3; provided, however, that the FS Stockholder shall have no rights pursuant to the Section 3 with respect to Transfers by the Ripplewood Stockholder to any Permitted Transferee of the Ripplewood Stockholder. To the extent the FS Stockholder exercises its rights under this Section 3.1(c), the Existing Stockholders and Sears Stockholder shall thereupon have the rights described in Section 3.1(a).any

Right of Inclusion. (a) The FS Stockholder agrees not to Transfer (as defined in Section 5.1) all or any portion of the shares of Common Stock it holds to any Person (individually, a "Third Party" and, collectively, "Third Parties") unless the Sears Stockholder, the Ripplewood Stockholder and each Existing Stockholder are given an opportunity to sell to the Third Party such number of shares of Common Stock owned by the Sears Stockholder, the Ripplewood Stockholder and such Existing Stockholder as is determined in accordance with Subsection 3.3 of this Section 3; provided, -------- however, that the Sears Stockholder, the Ripplewood ------- Stockholder and the Existing Stockholders shall ------- have no rights pursuant to this Section 3 with respect to Transfers by the FS Stockholder or a Permitted Transferee of the FS Stockholder of Common Stock to (i) any Permitted Transferee of the FS Stockholder or Permitted Transferees of such Permitted Transferee (except Transfers either to an Unaffiliated Permitted Transferee (x) more than one year after the date hereof or (y) prior to within one year after of the date hereof if after such Transfer, FS Stockholder would own less than 2550% of the Common Stock or would have granted any approval rights over major corporate transactions or would have transferred rights not in compliance with this Agreement) or (ii) to any limited or general partner or employee of the FS Stockholder or any Permitted Transferee of the FS Stockholder (unless such Transfer in the case of clause (ii) would result in the FS Stockholder and its Affiliates ceasing to continue to nominate a transaction constituting either (x) a distribution or (y) on isolated sale of less than 5% majority of the Common Stock for employment incentive purposesBoard of Directors). (b) The Sears Stockholder agrees not to Transfer (as defined in Section 5.1) all or any portion of the shares of Common Stock it holds to any Person (individually, a "Third Party" and, collectively, "Third Parties") unless the FS Stockholder, the Ripplewood Stockholder and each Existing Stockholder are given an opportunity to sell to the Third Party such number of shares of Common Stock owned by the FS Stockholder, the Ripplewood Stockholder and such Existing Stockholder as is determined in accordance with Subsection 3.3 of this Section 3; provided, -------- however, that the FS Stockholder, the Ripplewood Stockholder and ------- the Existing Stockholders shall have no rights pursuant to this Section 3 with respect to Transfers by the Sears Stockholder or a Permitted Transferee of the Sears Stockholder of Common Stock to any Permitted Transferee of the Sears Stockholder or Permitted Transferees of such Permitted Transferee. (c) The Ripplewood Stockholder agrees not to Transfer (as defined in Section 5.1) all or any portion of the shares of common stock it holds to any third party unless the FS Stockholder is given an opportunity to sell to the third party such number of shares of Common Stock owned by the FS Stockholder as is determined in accordance with subsection 3.3 of this Section 3; provided, however, that the FS Stockholder shall have no rights pursuant to the Section 3 with respect to Transfers by the Ripplewood Stockholder to any Permitted Transferee of the Ripplewood Stockholder. To the extent the FS Stockholder exercises its rights under this Section 3.1(c), the Existing Stockholders and Sears Stockholder shall thereupon have the rights described in Section 3.1(a).this