Common use of Right to Join in Sale Clause in Contracts

Right to Join in Sale. (a) Notwithstanding anything herein to the contrary, if any of the Capital Stockholders or any of the Prospect Stockholders ("Selling Holders") proposes, in a single transaction or a series of related transactions, to sell, dispose of or otherwise transfer a majority of such stockholders Shares, the Selling Holders shall refrain from effecting such transaction unless, prior to the consummation thereof, each of the other stockholders who are parties to this Agreement shall have been afforded the opportunity to join in such transfer as provided in Section 2(b). Specifically excluded from this provision are sales made pursuant to Rule 144 or other sales in the open market. (b) Prior to the consummation of any transaction subject to this Section 2, the person or group (the "Proposed Purchaser") that proposes to acquire securities in a transaction subject to Section 2(a) (the "Tag-Along Sale") shall offer (the "Tag-Along Purchase Offer") in writing to each of the other stockholders who are parties to this Agreement the right to include a proportionate amount of their Shares in the proposed sale to the Proposed Purchaser equal to the proportionate amount of the Selling Holder's Shares being sold, at the same price and on the same terms and conditions as the Proposed Purchaser has offered to the Selling Holders. Each stockholder shall have five (5) days from the receipt of the Tag-Along Purchase Offer in which to accept the Tag-Along Purchase Offer. In the event that a transfer is subject to Section 2(a), no transfer shall be consummated without the Proposed Purchaser first complying with this Section 2(b). It shall be the responsibility of each stockholder who is a party to this Agreement to determine whether any transaction to which it is party is subject to Section 2(a). Specifically excluded from this provisions are sales made pursuant to Rule 144 or other sales in the open market.

Right to Join in Sale. (a) Notwithstanding anything herein Anything in this Agreement to the contrarycontrary notwithstanding (but subject to Section 1.3), if (after complying with Section 1.4 above, if such Section 1.4 is still in effect) any of the Capital Stockholders or any of the Prospect Stockholders USG, Xxxxx Xxxxxx and/or Xxxx Xxxxxxxxx (each a "Selling HoldersCommon Shareholder") proposes, in a single transaction or a series of related transactions, directly or indirectly to sell, dispose of or otherwise transfer for consideration a majority number of shares of Stock (or any other securities of the Company held by such stockholders Selling Common Shareholder) ("Offer Shares") representing, when combined with all other transfers of Stock by such Selling Common Shareholder since the date of this Agreement, more than 10% of the Common Share Equivalents held by such Selling Holders Common Shareholder on the date hereof (as adjusted for any stock splits, dividends, combinations or other reorganizations of the Company), such Selling Common Shareholder shall refrain from effecting such transaction unless, prior to the consummation thereof, each of the other stockholders who are parties to this Agreement Investor shall have been afforded the opportunity to join in such transfer on a pro rata basis, as provided in Section 2(b1.5(b). Specifically excluded from this provision are sales made pursuant to Rule 144 or other sales in the open market. (b) Prior to the consummation of any transaction subject to this Section 21.5, the person or group (the "Proposed Purchaser") that proposes to acquire securities any of the Offer Shares in a transaction subject to this Section 2(a) 1.5 (the "Tag-Along SaleProposed Purchaser(s)") shall offer (the "Tag-Along Purchase Offer") in writing to each Investor to acquire from such Investor the same proportion of the other stockholders who are parties to this Agreement the right to include a proportionate amount of their Shares in the proposed sale to Common Share Equivalents beneficially owned by such Investor as the Proposed Purchaser equal to the proportionate amount Purchaser(s) acquire from any of the Selling Holder's Shares being soldCommon Shareholder(s), at the same price per Common Share Equivalent (the "Offering Price") and on the same terms and conditions (the "Offering Terms") as the Proposed Purchaser has Purchaser(s) have offered to such Selling Common Shareholder(s). If the Proposed Purchaser(s) are acquiring Offer Shares in a single transaction from more than one Selling Common Shareholder or in a series of related transactions from one or more Selling Common Shareholder(s), (a) each Investor shall have the right, at its election, to select the transaction or transactions in which, and the Selling HoldersCommon Shareholder(s) with which, it will participate and (b) each Investor shall be afforded the right to sell to the Proposed Purchaser(s) in such transaction or transactions any amount of the Common Stock Equivalents beneficially owned by such Investor that is less than or equal to the same proportion of Common Stock Equivalents being sold by such Selling Common Shareholder(s) in such transaction. (For the purpose of determining the Common Stock Equivalents owned by a Selling Common Shareholder, shares held in escrow shall not be counted.) Each stockholder Investor shall have five at least twenty (520) days from the receipt of the Tag-Along Purchase Offer in which to accept the Tag-Along such Purchase Offer. In If an Investor holds shares of different series or classes of Stock, such Investor shall be entitled to designate the event series or class or classes of Stock which are to be the subject of such acceptance and the number of shares of such series, class or classes to be included therein. The Selling Common Shareholder(s) shall notify the Proposed Purchaser(s) that a the sale or other transfer is subject to this Section 2(a), 1.5 and shall ensure that no sale or other transfer shall be is consummated without the Proposed Purchaser Purchaser(s) first complying with this Section 2(b). It 1.5. (c) The terms of this Section 1.5 shall terminate and be of no further force or effect (i) with respect to the responsibility of each stockholder who is a party to this Agreement to determine whether any transaction to which it is party is subject to Section 2(a). Specifically excluded from this provisions are sales made pursuant to Rule 144 or other sales JPM Investors, at such time as the JPM Investors do not beneficially own, in the open marketaggregate, at least fifty percent (50%) of the Common Share Equivalents held by the JPM Investors on the date hereof and (ii) with respect to the Fund V Investors, at such time as the Fund V Investors do not beneficially own, in the aggregate, at least fifty percent (50%) of the Common Share Equivalents held by the Fund V Investors on the date hereof.

Right to Join in Sale. If a Principal Shareholder (a) Notwithstanding anything herein to the contrary, if any of the Capital Stockholders or any of the Prospect Stockholders (a "Selling HoldersSELLING SHAREHOLDER") proposes, in a single transaction or a series of related transactions, proposes to sell, dispose of or otherwise transfer a majority any shares (whether currently owned or hereafter acquired) of such stockholders SharesCommon Stock (the shares of Common Stock proposed to be transferred being called the "SUBJECT SHARES"), the Selling Holders Shareholder shall refrain from effecting such transaction unless, prior to the consummation thereof, each of the other stockholders who are parties to this Agreement Other Parties shall have been afforded the opportunity to join in such transfer as provided in Section 2(b)sale on the basis hereinafter described. Specifically excluded from this provision are sales made pursuant to Rule 144 or other sales in the open market. (b) Prior to the consummation of any transaction subject to this Section 2proposed sale, disposition or transfer of the Subject Shares described in the immediately preceding sentence, the Selling Shareholder shall cause the person or group (the "Proposed Purchaser") entity that proposes to acquire securities in a transaction subject to Section 2(a) the Subject Shares (the "Tag-Along SalePROPOSED PURCHASER") shall to offer (the "Tag-Along Purchase OfferPURCHASE OFFER") in writing to each Other Party to purchase the Pro Rata Percentage (as defined below) of the other stockholders who are parties to this Agreement the right to include shares of Common Stock owned by such Other Party (computed on a proportionate amount of their Shares fully diluted basis). As used in the proposed sale immediately preceding sentence, the term "PRO RATA PERCENTAGE" shall mean a percentage equal to the Proposed Purchaser X divided by Y, where "X" is equal to the proportionate amount number of Subject Shares, and where "Y" is equal to the total number of shares of Common Stock then owned by the Selling Holder's Shares being sold, at Shareholder (computed on a fully diluted basis). Such purchase shall be made on the same price and on the same other terms and conditions as the Proposed Purchaser has offered with respect to the Selling HoldersSubject Shares. Each stockholder Other Party shall have five (5) 30 days from the date of receipt of the Tag-Along Purchase Offer in which to accept the Tag-Along such Purchase Offer. In , and the event that a transfer is subject to Section 2(a), no transfer closing of such purchase shall be consummated without occur contemporaneously with the purchase and sale of the Subject Shares or at such other time as such Other Party and the Proposed Purchaser first complying with shall agree. Notwithstanding the foregoing, the Principal Shareholders shall have no obligations under this Section 2(b). It shall SECTION 1 if the proposed sale, disposition or transfer of the Subject Shares is to be effected through a registration of such shares under the responsibility Securities Act of each stockholder who is a party to this Agreement to determine whether any transaction to which it is party is subject to Section 2(a). Specifically excluded from this provisions are sales made pursuant to Rule 144 or other sales in the open market1933, as amended.

Right to Join in Sale. TAG-ALONG RIGHTS (a) Notwithstanding anything herein to the contrary, but subject to the provisions of Section 7.1(b), if any Stockholder or group of Stockholders of the Capital Stockholders or any of the Prospect Stockholders ("Selling Holders") Issuer proposes, in a single transaction or a series of related transactions, to sell, dispose of or otherwise transfer transfer, directly or indirectly, any shares of Common Stock then outstanding in any manner (each, a majority of TAG-ALONG SALE), then Issuer shall cause such stockholders Shares, Stockholder (the Selling Holders shall SELLING STOCKHOLDER) to refrain from effecting such transaction unless, prior to the consummation thereof, each of the other stockholders who are parties to this Agreement Holders shall have been afforded the opportunity to join in such transfer as provided in Section 2(b7.2 hereof (it being understood that such Holders shall pay their own expenses in connection therewith). Specifically excluded from this provision are sales made pursuant to Rule 144 or other sales in the open market. (b) Prior The provisions of Section 7.1(a) shall not apply in connection with any sale, disposition or other transfer of (i) the Employee Options, (ii) Existing Warrants (iii) the Employee Shares, (iv) up to 500,000 shares by any Person in any 12-month period, (v) shares transferred for estate planning purposes where the transferor retains voting control over such shares and (vi) any shares of Common Stock (A) pursuant to a registration statement filed pursuant to the consummation Securities Act in which the Holder may participate pursuant to the terms of the Shareholder Agreement or (B) in an ordinary brokerage transaction pursuant to Rule 144. (c) On the date hereof, Issuer shall deliver to Investor a Joinder Agreement in the form of Annex 3, executed by the Issuer and each of its Stockholders. (d) As a condition to the validity of any transaction subject sale, disposition or other transfer of any Common Stock (i) by any of the Persons who have executed and delivered Joinder Agreements pursuant to Section 7.1(c) or this Section 27.1(d) to any other Person, the person or group (the "Proposed Purchaser"ii) that proposes by Issuer to acquire securities any Person in a transaction subject to Section 2(a) (the "Tag-Along Sale") shall offer (the "Tag-Along Purchase Offer") in writing to each of the other stockholders who are parties to this Agreement the right to include a proportionate amount of their Shares in the proposed sale to the Proposed Purchaser equal to the proportionate amount of the Selling Holder's Shares being sold, at the same price and on the same terms and conditions as the Proposed Purchaser has offered to the Selling Holders. Each stockholder shall have five (5) days from the receipt of the Tag-Along Purchase Offer in which to accept the Tag-Along Purchase Offer. In the event that such Person would become a transfer is subject to Section 2(a)Stockholder of Issuer, no transfer shall be consummated without the Proposed Purchaser first complying with this Section 2(b). It shall be the responsibility of each stockholder who is a party to this Agreement to determine whether any transaction to which it is party is subject to Section 2(a). Specifically excluded from this provisions are sales made other than pursuant to an underwritten public offering or in an ordinary brokerage transaction under Rule 144 or other sales in 144, the open markettransferee thereof shall execute and deliver to Issuer and each Holder a Joinder Agreement.

Right to Join in Sale. (a) Notwithstanding anything herein to the contrary, if 3.4.1 If any of the Capital Stockholders one or any of the Prospect more Stockholders (the "Selling HoldersStockholders") proposes, propose in a single transaction or a series of related transactionstransactions to transfer a number of Common Shares and/or Preferred Shares, as the case may be, representing 5% or more of the Common Share Equivalents held by the Stockholders (a "Transaction"), including, without limitation, pursuant to Section 3.3 (including a transfer to the Company, to sellthe other Stockholders or to a third party), dispose of or otherwise transfer a majority of such stockholders Shares, then the Selling Holders Stockholders shall refrain from effecting such transaction a Transaction unless, prior to the consummation thereof, each Stockholder (in the case of a transfer of Common Shares) or each Stockholder holding Preferred Shares (in the case of a transfer of Preferred Shares) other stockholders who are parties to this Agreement than the Selling Stockholders shall have been afforded the opportunity to join in such transfer on a pro rata basis, as provided hereinafter provided. Any purported transfer subject to this Section 3.4 not made in compliance with this Section 2(b). Specifically excluded from this provision are sales made pursuant to Rule 144 or other sales in 3.4 shall be void and shall not be consummated upon the open marketbooks and records of the Company. (b) 3.4.2 Prior to the consummation of any transaction subject to this Section 2Transaction, the Selling Stockholders shall cause each person or group persons that propose to acquire Common Shares or Preferred Shares in the Transaction (the "Proposed PurchaserPurchasers") that proposes to acquire securities in a transaction subject to Section 2(a) (the "Tag-Along Sale") shall offer (the "Tag-Along Purchase Offer") in writing to each other Stockholder (in the case of a transfer of Common Shares) or each other Stockholder holding Preferred Shares (in the case of a transfer of Preferred Shares) to purchase that number of Common Shares (or, at the election of such other Stockholder, Common Share Equivalents) (in the case of a transfer of Common Shares) or Preferred Shares (in the case of a transfer of Preferred Shares) from each such other Stockholder that constitutes the same percentage of the other stockholders who are parties to this Agreement the right to include a proportionate amount of their Shares aggregate Common Share Equivalents (in the proposed sale case of a transfer of Common Shares) or Preferred Shares (in the case of a transfer of Preferred Shares) held by such other Stockholder as the percentage determined by dividing the number of Common Shares (in the case of a transfer of Common Shares) or Preferred Shares (in the case of a transfer of Preferred Shares) to the Proposed Purchaser equal to the proportionate amount of be purchased from the Selling Holder's Stockholders by the aggregate number of Common Share Equivalents (in the case of a transfer of Common Shares) or Preferred Shares being sold(in the case of a transfer of Preferred Shares) held by the Selling Stockholders, at the same price per share (the "Joining Price"), and on the same such other terms and conditions (the "Joining Terms"), as the Proposed Purchaser has offered to purchase Common Shares or Preferred Shares, as the case may be, to be sold by the Selling HoldersStockholders. Notwithstanding the foregoing, if the Proposed Purchasers are acquiring Common Shares or Preferred Shares in a series of related transactions, or in a single transaction or series of related transactions from multiple Selling Stockholders, (i) the Joining Price shall be the highest of the prices offered by any Proposed Purchaser to any Selling Stockholder in any one of such transactions, and (ii) the Joining Terms shall be those terms offered by any Proposed Purchaser to any Selling Stockholder in any one of such transactions which are most favorable to the offeree. Each stockholder Stockholder shall have five (5) at least 30 days from the receipt of the Tag-Along Purchase Offer in which to accept the Tag-Along Purchase OfferOffer and, to the extent any such Stockholder accepts such Purchase Offer in accordance with the terms hereof, the number of Common Shares or Preferred Shares, as the case may be, to be sold by the Selling Stockholders shall be reduced. 3.4.3 The provisions of this Section 3.4 shall not apply to (w) Rule 144 Sales, (x) a sale of shares in a public offering, (y) any redemption of shares of Preferred Stock by the Company in accordance with the Certificate of Incorporation or (z) transfers to Permitted Transferees in accordance with Section 3.2. In the event that a transfer subject to this Section 3.4 is proposed to be made to a Person other than a Stockholder or the Company, the Selling Stockholders shall notify such Person that the transfer is subject to Section 2(a), this Agreement and shall ensure that no transfer shall be is consummated without the Proposed Purchaser first complying compliance with this Section 2(b). It shall be 3 or the responsibility of each stockholder who is a party to this Agreement to determine whether any transaction to which it is party is subject to Section 2(a). Specifically excluded from this provisions are sales made pursuant to Rule 144 or other sales in the open marketCompany.

Right to Join in Sale. (a) Notwithstanding anything herein to the contrary, if any of the Capital Stockholders or any of the Prospect Stockholders ("Selling Holders") proposes, 3.5.1 If Alpine proposes in a single transaction or a series of related transactionstransactions permitted by Section 3.3.2 and the other terms and provisions of this Agreement to transfer all or a portion of the Common Stock held by it to one or more third parties (a "Transaction"), to sell, dispose of or otherwise transfer a majority of such stockholders Shares, the Selling Holders then Alpine shall refrain from effecting such transaction a Transaction unless, prior to the consummation thereof, each of the other stockholders who are parties to this Agreement Minority Stockholders shall have been afforded the opportunity to join in such Transaction on a pro rata basis, as hereinafter provided. Any purported transfer as provided by Alpine subject to this Section 3.5 not made in compliance with this Section 2(b). Specifically excluded from this provision are sales made pursuant to Rule 144 or other sales in 3.5 shall be void and shall not be consummated upon the open marketbooks and records of the Company. (b) 3.5.2 Prior to the consummation of any transaction subject to this Section 2Transaction, the Alpine shall cause each person or group persons that propose to acquire Common Stock in the Transaction (the "Proposed PurchaserPurchasers") that proposes to acquire securities in a transaction subject to Section 2(a) (the "Tag-Along Sale") shall offer (the "Tag-Along Purchase Offer") in writing to purchase from the Minority Stockholders that number of shares of Common Stock from each such Minority Stockholder that constitutes the same percentage of the other stockholders who are parties aggregate number of shares of Common Stock held by each such Minority Stockholder as the percentage determined by dividing the number of shares of Common Stock to this Agreement be purchased from Alpine by the right to include a proportionate amount aggregate number of their Shares in the proposed sale to the Proposed Purchaser equal to the proportionate amount shares of the Selling Holder's Shares being soldCommon Stock held by Alpine, at the same price per share, and on the same such other terms and conditions conditions, as the Proposed Purchaser has offered to purchase the Selling HoldersCommon Stock to be sold by Alpine. Each stockholder of the Minority Stockholders shall have five (5) 15 days from the receipt of the Tag-Along Purchase Offer in which to accept the Tag-Along Purchase OfferOffer and, to the extent any such Minority Stockholder accepts such Purchase Offer in accordance with the terms hereof, the number of shares of Common Stock to be sold by Alpine shall be reduced. 3.5.3 The provisions of this Section 3.5 shall not apply to (w) Rule 144 Sales by Alpine otherwise permitted by this Agreement, (x) a sale by Alpine of shares in a public offering (it being understood that nothing herein shall limit the Minority Stockholders' rights under the Registration Rights Agreement) and (y) transfers by Alpine to Permitted Transferees in accordance with Section 3.2. In Alpine shall notify any third party transferee that the event that a transfer of Common Stock pursuant to this Section 3.5 is subject to Section 2(a), this Agreement and shall ensure that no transfer shall be Transaction is consummated without the Proposed Purchaser first complying compliance with this Section 2(b). It shall be the responsibility of each stockholder who is a party to this Agreement to determine whether any transaction to which it is party is subject to Section 2(a). Specifically excluded from this provisions are sales made pursuant to Rule 144 or other sales in the open market3.

Right to Join in Sale. (a) Notwithstanding anything herein to 2.3.1 If the contrary, if any of the Capital Stockholders or any of the Prospect Stockholders ("Selling Holders") proposes, Majority Securityholders propose in a single transaction or a series of related transactionstransactions permitted by this Agreement to transfer 5% or more of the Common Stock held by them on an As-Converted Basis to one or more third parties (a "Minority Sale"), to sell, dispose of or otherwise transfer a majority of such stockholders Shares, then the Selling Holders Majority Securityholders shall refrain from effecting such transaction a Minority Sale unless, prior to the consummation thereof, each of the other stockholders who are parties to this Agreement Minority Securityholders shall have been afforded the opportunity to join in such Minority Sale on a pro rata basis, as hereinafter provided. Any purported transfer as provided subject to this Section 2.3 not made in compliance with this Section 2(b). Specifically excluded from this provision are sales made pursuant to Rule 144 or other sales in 2.3 shall be void and shall not be consummated upon the open marketbooks and records of the Company. (b) 2.3.2 Prior to the consummation of any transaction subject to this Section 2Minority Sale, the person Majority Securityholders shall cause each Person or group Persons that propose to acquire Company Securities in the Minority Sale (the "Proposed Purchaser") that proposes to acquire securities in a transaction subject to Section 2(a) (the "Tag-Along Sale") shall offer (the "Tag-Along Purchase Offer") in writing to purchase from each Minority Securityholder that number of shares of Common Stock from such Minority Securityholder that constitutes the same percentage of the other stockholders who are parties aggregate number of shares of Common Stock held by such Minority Securityholder on an As-Converted Basis as the percentage determined by dividing the number of shares of Common Stock on an As-Converted Basis to this Agreement be purchased from the right to include a proportionate amount Majority Securityholders by the aggregate number of their Shares in shares of Common Stock held by the proposed sale to the Proposed Purchaser equal to the proportionate amount of the Selling Holder's Shares being soldMajority Securityholders on an As-Converted Basis, at the same price per share, and on the same such other terms and conditions conditions, as the Proposed Purchaser has offered to purchase the Selling HoldersCompany Securities to be sold by the Majority Securityholders. Each stockholder of the Minority Securityholders shall have five (5) 10 days from the receipt of the Tag-Along Purchase Offer in which to accept the Tag-Along Purchase Offer by giving written notice to the Company and the Majority Securityholders of any intention to accept such Purchase Offer. In To the event extent any Minority Securityholder accepts such Purchase Offer in accordance with the terms hereof, the number of shares of Common Stock on an As-Converted Basis to be sold by the Majority Securityholders shall be reduced accordingly. 2.3.3 The provisions of this Section 2.3 shall not apply to (w) Rule 144 Sales otherwise permitted by this Agreement, (x) a sale of shares in a public offering and (y) transfers to Permitted Transferees in accordance with Section 2.2. The Majority Securityholders shall notify any third party transferee that a the transfer of Company Securities pursuant to this Section 2.3 is subject to Section 2(a), this Agreement and shall ensure that no transfer shall be Minority Sale is consummated without the Proposed Purchaser first complying compliance with this Section 2(b). It shall be the responsibility of each stockholder who 2. 2.3.4 Notwithstanding any other provision hereof, if a Minority Securityholder is a party Securityholder by virtue of the fact that it holds the Warrant, such Minority Securityholder must exercise the Warrant in accordance with the terms and conditions thereof, and thereby become a stockholder of the Company, in order to this Agreement to determine whether any transaction to which it is party is subject to Section 2(a). Specifically excluded from this provisions are sales made pursuant to Rule 144 or other sales participate in the open marketa Minority Sale.