Common use of Rights to Compel Transfer Clause in Contracts

Rights to Compel Transfer. (a) If a Stockholder or Stockholders or any of their affiliates holding, individually or collectively, more than 50% of the outstanding Stock (collectively, the "selling Stockholder"), proposes to make a Transfer to any person or entity (other than the Control Stockholder) that, (i) upon completion of such Transfer, would hold, directly or indirectly, more than 50% of the outstanding Stock on a fully diluted basis and (ii) is not an affiliate of such Stockholder, then such Stockholder shall have the right, exercisable as set forth below, to require all of the other Stockholders (the "Remaining Stockholders") to sell, directly or indirectly, any or all of the Common Stock (as well as, at the election of the selling Stockholder, any securities convertible into or exercisable for Common Stock, and any other equity interest of the Company (the "Stock Rights")) then owned by such Remaining Stockholders (the "Transfer Stock") to the proposed transferee (the "Acquiror") in the same pro rata amount (determined based upon the relative direct or indirect ownership of shares of Common Stock) as is being sold by the selling Stockholder and for the same consideration per share of Common Stock as is being paid to the selling Stockholder and on the same terms as are applicable to the selling Stockholder (the "Compelled Transfer"). The purchase price for each vested Stock Right in any such Transfer shall equal the "spread" between the exercise price for such vested Stock Right and the purchase price per share of Stock. The terms and conditions of the Compelled Transfer shall be as set forth in the applicable purchase agreement between the selling Stockholder and the Acquiror.

Rights to Compel Transfer. (a) If a Stockholder any Sponsor or Stockholders Sponsors, or any of their respective affiliates holding, individually or collectively, more than 50% of the outstanding Stock (collectively, the "selling Stockholder"), proposes to make a Transfer of at least 80% of the Stock held, collectively, by such persons to any person or entity (other than the Control StockholderLLC or a Sponsor) that, (i) upon completion of such Transfer, would hold, directly or indirectly, more than 50% of the outstanding Stock on a fully diluted basis and (ii) is not an affiliate of such Stockholder, then such selling Stockholder or Stockholders (collectively, the "Control Seller") shall have the right, exercisable as set forth below, to require all of the other Stockholders (the "Remaining Stockholders") to sell, directly or indirectly, any or all of the Common Stock (as well as, at the election of the selling StockholderControl Seller, any securities convertible into or exercisable for Common Stock, and any other equity interest of the Company (the "Stock Rights")) then owned by such Remaining Stockholders (the "Transfer Stock") to the proposed transferee (the "Acquiror") in the same pro rata amount (determined based upon the relative direct or indirect ownership of shares of Common Stock) as is being sold by the selling Stockholder Control Seller and for the same consideration per share of Common Stock as is being paid to the selling Stockholder Control Seller and on the same terms as are applicable to the selling Stockholder Control Seller (the "Compelled Transfer"). The purchase price for each vested Stock Right in any such Transfer shall equal the "spread" between the exercise price for such vested Stock Right and the purchase price per share of Stock. The terms and conditions of the Compelled Transfer shall be as set forth in the applicable purchase agreement between the selling Stockholder Control Seller and the Acquiror.