Common use of Right to Compel Participation in Certain Transfers Clause in Contracts

Right to Compel Participation in Certain Transfers. (a) If (i) the CSH Shareholders propose to transfer Shares representing not less than 50% of their aggregate Initial Ownership of Common Stock to a Third Party in a bona fide sale for cash negotiated on an arms-length basis, and (ii) the CSH Shareholders propose a transfer in which the Shares to be transferred by the CSH Shareholders, the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders and the Xxxxxxxx Shareholders would constitute more than 50% of the outstanding shares of Common Stock determined on a fully diluted basis (a "Section 4.02 Sale"), the CSH Shareholders may at their option require all Xxxxxxxxxxx Shareholders, Xxxxx Shareholders and Xxxxxxxx Shareholders to sell the Subject Securities ("Drag-Along Rights") then held by every Xxxxxxxxxxx Shareholder, Xxxxx Shareholder, and Xxxxxxxx Shareholders to such Third Party, for the same consideration per share of Common Stock and otherwise on the same terms and conditions as the CSH Shareholders. CSH shall provide written notice of such Section 4.02 Sale to the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders and the Xxxxxxxx Shareholders (a "Section 4.02 Notice") not later than the 30th day prior to the proposed Section 4.02

Right to Compel Participation in Certain Transfers. (a) If (i) the CSH Shareholders propose to transfer Shares representing not less than 50% of their aggregate Initial Ownership of Common Stock to a Third Party in a bona fide sale for cash negotiated on an arms-length basis, and (ii) the CSH Shareholders propose a transfer in which the Shares to be transferred by the CSH Shareholders, the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders, the Xxxxxxxx Shareholders and the Xxxxxxxx LSH Shareholders would constitute more than 50% of the outstanding shares of Common Stock determined on a fully diluted basis (a "Section 4.02 Sale"), the CSH Shareholders may at their option require all Xxxxxxxxxxx Shareholders, Xxxxx Shareholders, Xxxxxxxx Shareholders and Xxxxxxxx the LSH Shareholders to sell the Subject Securities ("Drag-Along Rights") then held by every Xxxxxxxxxxx Shareholder, Xxxxx Shareholder, Xxxxxxxx Shareholders and Xxxxxxxx the LSH Shareholders to such Third Party, for the same consideration per share of Common Stock and otherwise on the same terms and conditions as the CSH Shareholders. CSH shall provide written notice of such Section 4.02 Sale to the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders, the Xxxxxxxx Shareholders, the LSH Shareholders and the Xxxxxxxx Shareholders Company (a "Section 4.02 Notice") not later than the 30th day prior to the proposed Section 4.02

Right to Compel Participation in Certain Transfers. (a) If (i) all the CSH Institutional Shareholders acting together propose to transfer Shares representing not less than 50% of their aggregate Initial Ownership of Common Stock a class of Company Equity Securities to a Third Party in a bona fide sale for cash negotiated on an arms-length basis, and or (ii) all the CSH Institutional Shareholders acting together propose a transfer in which the Shares shares (or securities) of the class of Company Equity Securities to be transferred by the CSH Shareholders, the Xxxxxxxxxxx Shareholders, the Xxxxx Institutional Shareholders and the Xxxxxxxx Shareholders would their Permitted Transferees constitute more than 50% of the outstanding shares (or securities) of Common such class or (iii) (x) either the CVC Entities or the MMI Entities and (y) the DLJMB Entities, acting together, propose to transfer 100% of their LMS Preferred Stock determined on at a fully diluted basis price equal to or greater than the par value plus accrued by unpaid dividends (a "Section 4.02 Sale"), such Institutional Shareholders, as the CSH Shareholders case be, may at their option require (or in the case of a Section 4.02 Sale of LMS Preferred Stock, shall require) all Xxxxxxxxxxx Shareholders, Xxxxx other Shareholders and Xxxxxxxx Shareholders (w) to sell the Subject Securities ("Drag-Along Rights") then held by every Xxxxxxxxxxx Shareholder, Xxxxx other Shareholder, and Xxxxxxxx Shareholders to such Third Party, for (x) in the same consideration per share case of Common Stock and otherwise on the same terms and conditions as the CSH Shareholders. CSH shall provide written notice of such a Section 4.02 Sale of LMS Preferred Stock, to sell such number of Warrants as the Xxxxxxxxxxx Shareholders, DLJMB Entities deem necessary to sell the Xxxxx Shareholders LMS Preferred Stock or (y) (subject to and at the Xxxxxxxx Shareholders (a "closing of the Section 4.02 Notice"Sale) to exercise all, but not later less than all, of the 30th day prior Derivatives held by every other Shareholder and to the proposed Section 4.02sell all