Common use of Right to Compel Sale Clause in Contracts

Right to Compel Sale. 14.1 If at any time Xxxxxxx proposes to sell all, or a majority of his, its or their shares of Common Stock to a Third Party Purchaser, Xxxxxxx shall have the right (the "Compelled Sale Right"), exercisable as set forth below, to compel the Participant to sell to the Third Party Purchaser (a "Compelled Sale") all, but not less than all, of the shares of such Common Stock (to the extent acquired upon exercise of the Option), if any, then held by the Participant. In connection with any Compelled Sale, the Participant will receive a price equal to the average consideration per share received by Xxxxxxx for all shares of Common Stock sold by Xxxxxxx in the Compelled Sale. 14.2 In the event Xxxxxxx elects to exercise its right to cause a Compelled Sale, it will deliver written notice (a "Compelled Sale Notice") to the Participant and the Company, setting forth the consideration and describing the other material terms and conditions of the Compelled Sale, including the proposed closing date, which shall be not less than 20 days from the date the Compelled Sale Notice is delivered. At the closing for the Compelled Sale, against payment of the consideration, the Participant shall deliver to the Third Party Purchaser the certificate or certificates representing the number of shares of Common Stock held by the Employee, duly endorsed and free and clear of security interests and liens, together with all other documents necessary to effect such Compelled Sale. 14.3 There shall be no liability on the part of Xxxxxxx to the Participant if any proposed Compelled Sale is not consummated for any reason. 14.4 The Compelled Sale Right shall terminate to the extent that it is not exercised prior to the Public Offering Date.

Right to Compel Sale. 14.1 If at any time Xxxxxxx proposes to sell all, or a majority of his, its or their shares of Common Stock to a Third Party Purchaser, Xxxxxxx shall have the right (the "“Compelled Sale Right"”), exercisable as set forth below, to compel the Participant to sell to the Third Party Purchaser (a "“Compelled Sale"”) all, but not less than all, of the shares of such Common Stock (to the extent acquired upon exercise of the Option), if any, then held by the Participant. In connection with any Compelled Sale, the Participant will receive a price equal to the average consideration per share received by Xxxxxxx for all shares of Common Stock sold by Xxxxxxx in the Compelled Sale. 14.2 In the event Xxxxxxx elects to exercise its right to cause a Compelled Sale, it will deliver written notice (a "“Compelled Sale Notice"”) to the Participant and the Company, setting forth the consideration and describing the other material terms and conditions of the Compelled Sale, including the proposed closing date, which shall be not less than 20 days from the date the Compelled Sale Notice is delivered. At the closing for the Compelled Sale, against payment of the consideration, the Participant shall deliver to the Third Party Purchaser the certificate or certificates representing the number of shares of Common Stock held by the Employee, duly endorsed and free and clear of security interests and liens, together with all other documents necessary to effect such Compelled Sale. 14.3 There shall be no liability on the part of Xxxxxxx to the Participant if any proposed Compelled Sale is not consummated for any reason. 14.4 The Compelled Sale Right shall terminate to the extent that it is not exercised prior to the Public Offering Date.

Right to Compel Sale. 14.1 (a) If at any time Xxxxxxx MTI proposes to sell all, or a majority of his, its or their shares of Common Stock to a Third Party Purchaser, Xxxxxxx shall have the right (the "Compelled Sale Right"), exercisable as set forth below, to compel the Participant to sell to the Third Party Purchaser (a "Compelled Sale") exchange all, but not less than all, of the shares MTI Shares to or with any third person (other than an Affiliate of MTI), then MTI may, at its option, subject to Section 1.3(c), require each Investor to sell all of the Investor Shares owned by it to such Common Stock (to person on the extent acquired same terms and conditions upon which MTI is selling the MTI Shares. MTI shall send written notice of the exercise of the Option), if any, then held by the Participant. In connection with any Compelled Sale, the Participant will receive a price equal its rights pursuant to the average consideration per share received by Xxxxxxx for all shares of Common Stock sold by Xxxxxxx in the Compelled Sale. 14.2 In the event Xxxxxxx elects to exercise its right to cause a Compelled Sale, it will deliver written notice (a "Compelled Sale Notice"this Section 1.3(a) to the Participant Company and the CompanyInvestors, setting which notice of transfer shall be delivered at least 30 days prior to such transfer and shall set forth the consideration and describing the other material terms and conditions of the Compelled Sale, including the proposed closing date, which shall be not less than 20 days from the date the Compelled Sale Notice is delivered. At transfer. (b) On or prior to the closing for the Compelled Saledate of such transfer, against payment of the consideration, the Participant each Investor shall deliver to MTI for transfer to the Third Party Purchaser the certificate or proposed transferee certificates representing the number of shares of Common Stock Investor Shares held by the Employeesuch Investor, duly properly endorsed for transfer, and free and clear of security interests and liens, together with all other documents necessary required to effect be executed in connection with such Compelled Saletransaction. MTI shall transfer such certificates to the proposed transferee in consummation of the sale of shares pursuant to the terms and conditions specified in MTI's notice of exercise, and MTI shall remit to each Investor that portion of the sale proceeds to which such Investor is entitled. In the event that a Investor should fail to deliver such certificates to MTI in the manner set forth above, the Company shall cause the books and records of the Company to show that such Investor Shares are bound by the provisions of this Section 1.3 and that such Investor Shares shall be transferred only to the third party purchaser upon surrender for transfer by the Investor thereof. 14.3 There (c) In the event an Investor would receive less than the Fair Market Value (as defined in Section 2.2(e) below) of the Investor Shares pursuant to a sale or exchange made pursuant to this Section 1.3, MTI shall be no liability on the part of Xxxxxxx pay to the Participant Investor the amount of the difference within ten days after the Fair Market Value of the Investor Shares (and if any proposed Compelled Sale is not consummated for any reasonapplicable, the consideration to be received in respect thereof) has been determined in accordance with Section 2.2(e) below. 14.4 The Compelled Sale Right shall terminate to the extent that it is not exercised prior to the Public Offering Date.

Right to Compel Sale. 14.1 (a) If at any time Xxxxxxx Xxxxxxx, Xxxxxxxxx or Xxxxx (the "transferring party") proposes to sell allall of the Units then owned by him, her or a majority of his, its or their shares of Common Stock it to a Third Party Purchaserthird party in an arms-length transaction in which the consideration to be received for such Units consists of cash and/or marketable securities, then Xxxxxxx shall have may require Xxxxxxxxx, Xxxxx and any other Member or Unit holder to sell, and Xxxxxxxxx and/or Shank may require Xxxxxxx and any other Member of Unit holder to sell, all of the right Units owned by him, her or it (the "Compelled Sale Right"), exercisable as set forth below, to compel the Participant to sell to the Third Party Purchaser (a "Compelled Sale") all, but not less than all, of the shares of such Common Stock (to the extent acquired upon exercise of the Option), if any, then held by the Participant. In connection with any Compelled Sale, the Participant will receive a price equal to the average consideration per share received by Xxxxxxx for all shares of Common Stock sold by Xxxxxxx in the Compelled Sale. 14.2 In the event Xxxxxxx elects to exercise its right to cause a Compelled Sale, it will deliver written notice (a "Compelled Sale NoticeDesignated Units") to the Participant third party for the same consideration per Unit and otherwise on the Companysame terms and conditions upon which such Member is selling its Units pursuant to the provisions set forth in this Section 14.3. (b) Xxxxxxx shall send written notice of the exercise of such rights pursuant to this Section 14.3 to Brandford, Shank, and any other Member or Unit holder, and Xxxxxxxxx and/or Shank shall send written notice of the exercise of such rights pursuant to this Section 14.3 to Xxxxxxx and any other Member or Unit holder, setting forth the consideration per Unit to be paid by the third party and describing the other material terms and conditions of the Compelled Sale, including the proposed closing date, which shall be not less than 20 such transaction. Within twenty (20) days from following the date the Compelled Sale Notice is delivered. At the closing for the Compelled Sale, against payment of the considerationnotice, the Participant Siebert, Brandford, Shank, and any other Member or Unit holder shall deliver to the Third Party Purchaser the certificate or transferring party certificates representing the number of shares of Common Stock Units held by the Employeehim, her, or it duly endorsed and free and clear of security interests and liensendorsed, together with all other transfer documents necessary reasonably required to effect be executed in connection with such Compelled Saletransaction. In the event that Brandford, Shank, or any other Member or Unit holder should fail to deliver such certificates to the transferring party, the Company shall cause the books and records of the Company to show that such Units are bound by the provisions of this Section 14.3 and that such Units shall be transferred only to the third party upon surrender for transfer by the holder thereof. 14.3 There (c) If, within ninety (90) days after the transferring party gives such notice, the sale of all Units in accordance herewith has not been completed, the transferring party shall return to Xxxxxxx, Xxxxxxxxx or Xxxxx, and any other Member or Unit holder all certificates representing Units that Siebert,Brandford, Shank, or any Member or Unit holder delivered for sale, and all the restrictions on sale or other disposition contained in this Agreement with respect to Units owned by all Persons shall again be no liability on the part of Xxxxxxx to the Participant if any proposed Compelled Sale is not consummated for any reasonin effect. 14.4 The Compelled Sale Right (d) Simultaneously with the consummation of the sale of the Units of all Members pursuant to this Section 14.3, the transferring party shall terminate notify Xxxxxxx, Xxxxxxxxx or Xxxxx, and any other Member or Unit holder of the consummation of the sale, and shall: (i) cause the purchaser to remit directly to Xxxxxxx, Xxxxxxxxx or Shank, and any other Member or Unit holder the extent that it is not exercised prior to total sales price for such Person's Units sold or otherwise disposed of pursuant hereto, and (ii) furnish such other evidence of the Public Offering Datecompletion and time of completion of such sale or other disposition and the terms thereof as may be reasonably requested by any Member or Unit holder.

Right to Compel Sale. 14.1 (a) If at any time Xxxxxxx proposes a Third Party offers to sell all, buy 80% or more of the outstanding shares of Capital Stock and holders of a majority of histhe Capital Stock, its or including Singh, (other than the Investor Shares held by the Investors) agree to sell their shares of Common Capital Stock to a such Third Party PurchaserParty, Xxxxxxx Singh or the Company shall have the right (but not the obligation) to compel Investors to sell their Investor Shares to such Third Party if the following conditions are met: (i) the terms and conditions for the purchase of the Investor Shares (including the price (the "Compelled Sale RightPrice")) are identical to those relating to the purchase of all other outstanding shares of Capital Stock, exercisable as set forth below, to compel the Participant to sell to (ii) the Third Party Purchaser Investor must purchase all of the Investor Shares owned by Investors, (a iii) the consideration to be received by each Investor and every other seller of shares of Capital Stock to such Third Party shall be cash or liquid securities, (iv) during the period commencing on the date hereof and ending on the first anniversary (the "Compelled SaleFirst Anniversary") allof the date hereof, but not each Investor receives the First Year Compelled Sale Price and (v) following the First Anniversary, the Compelled Sale Price must be an amount such that the Priority Return shall be equal to or less than all, of the shares of such Common Stock (to the extent acquired upon exercise of the Option), if any, then held by the Participant. In connection with any Compelled Sale, the Participant will receive a price equal to the average consideration per share received by Xxxxxxx for all shares of Common Stock sold by Xxxxxxx in the Compelled Salezero. 14.2 (b) In the event Xxxxxxx the Company or Singh elects to exercise its right to cause a Compelled Sale, it will deliver written notice (a "Compelled Sale Notice") to the Participant and the CompanyInvestors, setting forth the consideration and describing the other material terms and conditions of the Compelled Sale, including the proposed closing date, which shall be not less than 20 days 15 Business Days from the date the Compelled Sale Notice is delivered. At the closing for the Compelled Sale, against payment of the considerationpurchase price for the Investor Shares to be sold by Investors, the Participant shall Investors will deliver to the Third Party Purchaser the certificate or certificates representing the number of shares of Common Stock Investor Shares held by the EmployeeInvestors, duly endorsed and free and clear of security interests and liensendorsed, together with all other documents which are necessary in order to effect such Compelled Sale. 14.3 There shall be no liability on the part of Xxxxxxx to the Participant if any proposed Compelled Sale is not consummated for any reason. 14.4 (c) The Compelled Sale Right rights and obligations set forth in this Section 3.4 shall terminate to upon the extent that it is not exercised prior to the consummation of a Qualified Public Offering DateOffering.

Right to Compel Sale. 14.1 If at any time the Xxxxxxx Family proposes to sell all, or a majority of his, its or their shares of Common Stock to a Third Party Purchaser, the Xxxxxxx Family shall have the right (the "“Compelled Sale Right"”), exercisable as set forth below, to compel the Participant to sell to the Third Party Purchaser (a "“Compelled Sale"”) all, but not less than all, of the shares of such Common Stock (to the extent acquired upon exercise of the Option), if any, then held by the Participant. In connection with any Compelled Sale, the Participant will receive a price equal to the average consideration per share received by the Xxxxxxx Family for all shares of Common Stock sold by the Xxxxxxx Family in the Compelled Sale. 14.2 In the event the Xxxxxxx Family elects to exercise its right to cause a Compelled Sale, it will deliver written notice (a "“Compelled Sale Notice"”) to the Participant and the Company, setting forth the consideration and describing the other material terms and conditions of the Compelled Sale, including the proposed closing date, which shall be not less than 20 twenty (20) days from the date the Compelled Sale Notice is delivered. At the closing for the Compelled Sale, against payment of the consideration, the Participant shall deliver to the Third Party Purchaser the certificate or certificates representing the number of shares of Common Stock held by the EmployeeParticipant, duly endorsed and free and clear of security interests and liens, together with all other documents necessary to effect such Compelled Sale. 14.3 There shall be no liability on the part of the Xxxxxxx Family to the Participant if any proposed Compelled Sale is not consummated for any reason. 14.4 The Compelled Sale Right shall terminate to the extent that it is not exercised prior to the Public Offering Date.