Common use of Rights and Notice Clause in Contracts

Rights and Notice. Subject to Section 6.4 of this Agreement and the last sentence of this Section 6.1, if RSI receives a bona fide offer to purchase from it, whether in one transaction or in a series of related transactions, shares of Common Stock of the Company from any person other than an Affiliate of RSI (a "Purchase Offer"), RSI shall not accept such Purchase Offer unless each of the Holders is entitled to sell pursuant to the Purchase Offer that percentage of the shares of Common Stock owned by such Holder equal to the percentage of the number of shares of Common Stock owned by RSI proposed to be included in the Purchase Offer. Sales by the Holders pursuant to the Purchase Offer shall be on the same terms and conditions as the Purchase Offer, without reduction for minority interest, absence of voting rights, illiquidity or otherwise. Not later than fifteen (15) days prior to consummation of the Purchase Offer, RSI shall send a notice (the "Tag-Along Notice") to each Holder, which notice shall include, among other things, (a) the number of shares of Common Stock that are the subject of the Purchase Offer, (b) the price at which the bona fide purchaser is willing to purchase the Common Stock, and (c) all other relevant information as to such proposed transaction as may be necessary for each Holder to determine whether or not to exercise the Tag-Along Right. Upon receipt of the Tag-Along Notice, each Holder shall have the right (the "Tag-Along Right") to sell in accordance with the terms of the Purchase Offer up to the number of shares of Common Stock equal to the product of (a) the total number of shares of Common Stock proposed to be sold by all of the Holders pursuant to the Purchase Offer and (b) a fraction, the numerator of which shall be the number of shares of Common Stock owned by such Holder and the denominator of which shall be the number of shares of Common Stock owned by all Holders electing to participate in such purchase. A Holder may exercise the Tag-Along Right by delivering, not later than ten (10) days after receipt of the Tag-Along Notice, a written notice to RSI (a "Holder Tag-Along Notice") stating the number of shares of Common Stock that such Holder wishes to sell pursuant to the Purchase Offer. Notwithstanding the foregoing, RSI shall have the right to sell up to an aggregate of twenty-five percent (25%) of the total number of shares of Common Stock of the Company owned by RSI as of the date hereof (subject to future adjustment in the event of stock splits, stock dividends and similar events) prior to the second anniversary hereof without triggering any rights under this Section 6.

Rights and Notice. Subject to Section 6.4 of this Agreement and the last sentence of this Section 6.1Sections 6.4, if RSI FCG or any Affiliate of FCG receives a bona fide offer to purchase from itit (or otherwise proposes to sell), whether in one transaction or in a series of related transactions, shares of Common Stock of the Company from any person other than an Affiliate of RSI FCG (a "Purchase Offer"), RSI FCG shall not accept such Purchase Offer unless each of the Holders is are entitled to sell pursuant to the Purchase Offer that percentage a number of the shares of Common Stock owned by such Holder and Series A Preferred (determined on an As-Converted Basis) in an amount equal to the percentage product of (1) a fraction the numerator of which is total number of shares of Common Stock owned by RSI such Holders, directly and on an As-Converted Basis, and the denominator of which equals the sum of the total number of shares of Common Stock owned by such Holders, directly and on an As-Converted Basis, plus the total number of shares of Common Stock and Series A Preferred (determined on an As-Converted Basis) owned by FCG, multiplied by (2) the number of shares of Common Stock proposed to be included in the Purchase Offer. Sales by the Holders pursuant to the Purchase Offer shall be on the same terms and conditions as the Purchase Offer, Offer (it being understood that the terms of the sale of any Series A Preferred will be determined on an As-Converted Basis) without reduction for minority interest, absence of voting rights, illiquidity or otherwise. Not later than fifteen (15) days prior to consummation of the Purchase Offer, RSI FCG shall send a notice (the "Tag-Along Notice") to each Holder, which notice shall include, among other things, (a) the number of shares of Common Stock that are the subject of the Purchase Offer, (b) the price at which the bona fide purchaser is willing to purchase the Common StockStock and the price at which the Series A Preferred would be sold pursuant to such Purchase Offer (as determined on an As-Converted Basis), and (c) all other relevant information as to such proposed transaction as may be necessary for each Holder to determine whether or not to exercise the Tag-Along Right. Upon receipt of the Tag-Along Notice, each Holder shall have the right (the "Tag-Along Right") to sell in accordance with the terms of the Purchase Offer up to the number of shares of Common Stock and, if applicable, Series A Preferred (determined on an As-Converted Basis) equal to the product of (a) the total number of shares of Common Stock proposed to and, if applicable, Series A Preferred (determined on an As-Converted Basis) that may be sold by all of the Holders pursuant to the Purchase Offer and (b) a fraction, the numerator of which shall be the number of shares of Common Stock and, if applicable, Series A Preferred (determined on an As-Converted Basis) owned by such Holder and the denominator of which shall be the number of shares of Common Stock and, if applicable, Series A Preferred owned (determined on an As-Converted Basis) by all Holders electing to participate in such purchase. A Holder may exercise the Tag-Along Right by delivering, not later than ten (10) days after receipt of the Tag-Along Notice, a written notice to RSI FCG (a "Holder Tag-Along Notice") stating the number of shares of Common Stock and, if applicable, Series A Preferred that such Holder wishes to sell pursuant to the Purchase Offer. Notwithstanding the foregoing, RSI shall have the right to sell up to an aggregate of twenty-five percent (25%) of the total number of shares of Common Stock of the Company owned by RSI as of the date hereof (subject to future adjustment in the event of stock splits, stock dividends and similar events) prior to the second anniversary hereof without triggering any rights under this Section 6.

Rights and Notice. Subject to Section 6.4 of this Agreement and the last sentence of this Section 6.1, if RSI receives a bona fide offer to purchase from it, whether in one transaction or in a series of related transactions, shares of Common Stock of the Company from any person other than an Affiliate of RSI (a "“Purchase Offer"”), RSI shall not accept such Purchase Offer unless each of the Holders is entitled to sell pursuant to the Purchase Offer that percentage of the shares of Common Stock owned by such Holder equal to the percentage of the number of shares of Common Stock owned by RSI proposed to be included in the Purchase Offer. Sales by the Holders pursuant to the Purchase Offer shall be on the same terms and conditions as the Purchase Offer, without reduction for minority interest, absence of voting rights, illiquidity or otherwise. Not later than fifteen (15) days prior to consummation of the Purchase Offer, RSI shall send a notice (the "“Tag-Along Notice"”) to each Holder, which notice shall include, among other things, (a) the number of shares of Common Stock that are the subject of the Purchase Offer, (b) the price at which the bona fide purchaser is willing to purchase the Common Stock, and (c) all other relevant information as to such proposed transaction as may be necessary for each Holder to determine whether or not to exercise the Tag-Along Right. Upon receipt of the Tag-Along Notice, each Holder shall have the right (the "“Tag-Along Right"”) to sell in accordance with the terms of the Purchase Offer up to the number of shares of Common Stock equal to the product of (a) the total number of shares of Common Stock proposed to be sold by all of the Holders pursuant to the Purchase Offer and (b) a fraction, the numerator of which shall be the number of shares of Common Stock owned by such Holder and the denominator of which shall be the number of shares of Common Stock owned by all Holders electing to participate in such purchase. A Holder may exercise the Tag-Along Right by delivering, not later than ten (10) days after receipt of the Tag-Along Notice, a written notice to RSI (a "“Holder Tag-Along Notice"”) stating the number of shares of Common Stock that such Holder wishes to sell pursuant to the Purchase Offer. Notwithstanding the foregoing, RSI shall have the right to sell up to an aggregate of twenty-five percent (25%) of the total number of shares of Common Stock of the Company owned by RSI as of the date hereof (subject to future adjustment in the event of stock splits, stock dividends and similar events) prior to the second anniversary hereof without triggering any rights under this Section 6.