Common use of Right to Participate in Sale Clause in Contracts

Right to Participate in Sale. If GEI enters into an agreement to transfer, sell or otherwise dispose of (such transfer, sale or other disposition being referred to as a "Tag-Along Sale") a majority of its shares of Common Stock of the Company held on the date hereof, then GEI shall afford the Holder the opportunity to participate proportionately in such Tag-Along Sale in accordance with this Section 8. The Holder shall have the right, but not the obligation (except as provided in Section 9), to participate in such Tag-Along Sale. The number of shares of Common Stock that the Holder will be entitled to include in such Tag-Along Sale (the "Management Investor's Allotment") shall be determined by multiplying (i) the number of shares of Common Stock held by the Holder on the Tag-Along Sale Date (as defined below), by (ii) a fraction, the numerator or which shall equal the number of shares of Common Stock proposed by GEI to be sold or otherwise disposed of pursuant to the Tag-Along Sale and the denominator of which shall equal the total number of shares of Common Stock that are beneficially owned by (a) GEI and (b) any holder of shares of Common Stock (including the Holder) that has the right to "tag-along" in the Tag-Along Sale on the Tag-Along Sale Date. The "Tag Along Notice Date" shall be the date that the Tag-Along Sale Notice (as defined below) is first delivered, mailed or sent by courier, Telex or telecopy to the Holder.

Right to Participate in Sale. If GEI Parent enters into an agreement to transfer, sell or otherwise dispose of (such transfer, sale or other disposition being referred to as a "“Tag-Along Sale"”) a majority of its shares of Common Stock of the Company held on the date hereof, then GEI Parent shall afford the Holder the opportunity to participate proportionately in such Tag-Along Sale in accordance with this Section 82(c). The Holder shall have the right, but not the obligation (except as provided in Section 92(b)), to participate in such Tag-Along Sale. The number of shares of Common Stock that the Holder will be entitled to include in such Tag-Along Sale (the "“Management Investor's ’s Allotment"”) shall be determined by multiplying (i) the number of shares of Common Stock held by the Holder on the Tag-Along Sale Date (as defined below), by (ii) a fraction, the numerator or which shall equal the number of shares of Common Stock proposed by GEI Parent to be sold or otherwise disposed of pursuant to the Tag-Along Sale and the denominator of which shall equal the total number of shares of Common Stock that are beneficially owned by (a) GEI Parent and (b) any holder of shares of Common Stock (including the Holder) that has the right to "“tag-along" ” in the Tag-Along Sale on the Tag-Along Sale Date. The "“Tag Along Notice Date" ” shall be the date that the Tag-Along Sale Notice (as defined below) is first delivered, mailed or sent by courier, Telex or telecopy to the Holder.

Right to Participate in Sale. If GEI Parent enters into an agreement to transfer, sell or otherwise dispose of (such transfer, sale or other disposition being referred to as a "“Tag-Along Sale"”) a majority of its shares of Common Stock of the Company held on the date hereofhereof to a Third Party, then GEI Parent shall afford the Holder the opportunity to participate proportionately in such Tag-Along Sale in accordance with this Section 82(c). The Holder shall have the right, but not the obligation (except as provided in Section 92(b)), to participate in such Tag-Along SaleSale with respect to their Purchased Shares and Restricted Shares for which the restriction on Transfer have previously lapsed pursuant to Section 1(b) (collectively the “Eligible Stock”). The number of shares of Common Stock that the Holder will be entitled to include in such Tag-Along Sale (the "“Management Investor's ’s Allotment"”) shall be determined by multiplying (i) the number of shares of Common Eligible Stock held by the Holder on the Tag-Along Sale Date (as defined below), by (ii) a fraction, the numerator or which shall equal the number of shares of Common Stock proposed by GEI Parent to be sold or otherwise disposed of pursuant to the Tag-Along Sale and the denominator of which shall equal the total number of shares of Common Stock that are beneficially owned by (a) GEI Parent and (b) any holder of shares of Common Stock (including the Holder) that has the right to "“tag-along" ” in the Tag-Along Sale on the Tag-Along Sale Date. The "“Tag Along Notice Date" ” shall be the date that the Tag-Along Sale Notice (as defined below) is first delivered, mailed or sent by courier, Telex or telecopy to the Holder.

Right to Participate in Sale. If GEI Following compliance with ---------------------------- all applicable requirements of this Agreement governing the Transfer of Membership Interests, including the requirements of the Purchase Agreement regarding offering the Membership Interest to CEI, if any Member ("Selling Member") enters into an agreement to transfer, sell or otherwise dispose of any portion of its Membership Interest (other than a Transfer of an Economic Interest to an Affiliate or another Member as permitted by Section 7.1) (such transfer, sale or other disposition being referred to as a "Tag-Along Sale") a majority of its shares of Common Stock of the Company held on the date hereof), then GEI shall afford the Holder the opportunity to participate proportionately in such each other Member ("Tag-Along Sale in accordance with this Section 8. The Holder Member") shall have the right, but not the obligation (except as provided in Section 9)obligation, to participate in such Tag-Along Sale. The number portion of shares of Common Stock its Membership Interest that the Holder each Tag-Along Member will be entitled to include in such Tag-Along Sale (the "Management InvestorMember's Allotment") shall be determined by multiplying (i) the number of shares of Common Stock held Profit Percentage Interest represented by the Holder on the Tag-Along Sale Date (as defined below), by (ii) a fraction, the numerator or which shall equal the number of shares of Common Stock Membership Interest proposed by GEI to be sold sold, transferred or otherwise disposed of pursuant to the Tag-Along Sale and the denominator of which shall equal the total number of shares of Common Stock that are beneficially owned Sale, by (aii) GEI and (b) any holder of shares of Common Stock (including such Tag-Along Member's Profit Percentage Interest on the Holder) that has the right to "tag-along" in day immediately preceding the Tag-Along Sale Notice Date (as defined below). Any sales of any portion of its Membership Interest by a Tag-Along Member as a result of the foregoing "Tag-Along Rights" shall be on the same terms and conditions as the proposed Tag-Along Sale Dateby the Selling Member. The "Tag Tag-Along Notice Date" shall be the date that the Tag-Along Sale Notice (as defined below) is first delivered, mailed or sent by courier, Telex or telecopy delivered to the HolderMembers.

Right to Participate in Sale. If GEI enters into an agreement to transfer, sell or otherwise dispose of for value (such transfer, sale or other disposition being referred to as a "Tag-Along Sale") a majority of its shares of Common Stock of the Company held on the date hereof, then GEI shall afford the each Holder the opportunity to participate proportionately in such Tag-Along Sale in accordance with this Section 8. The Each Holder shall have the right, but not the obligation (except as provided in Section 9), to participate in such Tag-Along Sale. The number of shares of Common Stock that the each Holder will be entitled to include in such Tag-Along Sale (the such Holder's "Management Investor's Allotment") shall be determined by multiplying (i) the number of shares Covered Shares owned by such Holder as of Common Stock held by the Holder close of business on the day immediately preceding the Tag-Along Sale Notice Date (as defined below), by (ii) a fraction, the numerator or which shall equal the number of shares of Common Stock proposed by GEI to be sold or otherwise disposed of pursuant to the Tag-Along Sale and the denominator of which shall equal the total number of shares of Common Stock that are beneficially owned as of the close of business on the day immediately preceding the Tag-Along Notice Date by (a) GEI and (b) any holder all holders of shares of Common Stock (including the HolderHolders) to the extent that has such holders have the right to "tag-along" in the Tag-Along Sale on the Tag-Along Sale DateSale. The "Tag Along Notice Date" shall be the date that the Tag-Along Sale Notice (as defined below) is first delivered, mailed or sent by courier, Telex or telecopy to the HolderHolders.

Right to Participate in Sale. If GEI enters into an agreement to transfer, sell or otherwise dispose of (such transfer, sale or other disposition being referred to as a "Tag-Tag- Along Sale") a majority of its shares of Common Stock of the Company held on the date hereof, then GEI shall afford the Holder the opportunity to participate proportionately in such Tag-Along Sale in accordance with this Section 8. The Holder shall have the right, but not the obligation (except as provided in Section 9), to participate in such Tag-Along Sale. The number of shares of Common Stock that the Holder will be entitled to include in such Tag-Along Sale (the "Management Investor's Allotment") shall be determined by multiplying (i) the number of shares of Common Stock held by the Holder on the Tag-Along Sale Date (as defined below), by (ii) a fraction, the numerator or which shall equal the number of shares of Common Stock proposed by GEI to be sold or otherwise disposed of pursuant to the Tag-Along Sale and the denominator of which shall equal the total number of shares of Common Stock that are beneficially owned by (a) GEI and (b) any holder of shares of Common Stock (including the Holder) that has the right to "tag-along" in the Tag-Along Sale on the Tag-Along Sale Date. The "Tag Along Notice Date" shall be the date that the Tag-Along Sale Notice (as defined below) is first delivered, mailed or sent by courier, Telex or telecopy to the Holder.

Right to Participate in Sale. If GEI enters into an agreement to transfer, sell or otherwise dispose of (such transfer, sale or other disposition being referred to as a "Tag-Along Sale") a majority of its shares of Common Stock of the Company held on the date hereof, then GEI shall afford the Holder the opportunity to participate proportionately in such Tag-Along Sale in accordance with this Section 89. The Holder shall have the right, but not the obligation (except as provided in Section 910), to participate in such Tag-Along Sale. The number of shares of Common Stock that the Holder will be entitled to include in such Tag-Along Sale (the "Management Investor's Allotment") shall be determined by multiplying (i) the number of shares of Common Stock held by the Holder on the Tag-Along Sale Date (as defined below), by (ii) a fraction, the numerator or which shall equal the total number of shares of Common Stock proposed by GEI to be sold or otherwise disposed of pursuant to the Tag-Along Sale and the denominator of which shall equal the total number of shares of Common Stock that are beneficially owned by (a) GEI and (b) any holder of shares of Common Stock (including the Holder) that has the right to "tag-along" in the Tag-Along Sale on the Tag-Along Sale Date. The "Tag Along Notice Date" shall be the date that the Tag-Along Sale Notice (as defined below) is first delivered, mailed or sent by courier, Telex or telecopy to the Holder.