Common use of Sale in Public Offering Clause in Contracts

Sale in Public Offering. Share sold in a Public ----- ----------------------- Offering will be sold free of the restrictions contained in this Article VI, but this Article VI shall continue to apply in accordance with its terms to all Common Stock not sold in such offering. If less than all of a Management Investor's shares of Common Stock are sold in such an offering, for purposes of any subsequent calculation hereunder of the Option Purchase Price, the Option Purchase Price shall equal the Adjusted Cost Price multiplied by the product of the Adjusted Cost Price Percentage and the Adjusted Purchase Number (as hereinafter defined), where: (w) "Adjusted Purchase Number" means the remainder determined by subtracting the Publicly-Sold Stock from the Purchase Number, (x) "Publicly-Sold Stock" means the total number of shares of Common Stock previously sold by the respective Management Investor in a public offering, and (z) "Adjusted Cost Price Percentage" means (1) 20% multiplied by the number of years elapsed from July 29, 1994 for the Original Management Investors, and (2) 33 1/3% multiplied by the number of years elapsed from the "Closing Date" specified on Schedule II with respect to the respective New Management Investors.

Sale in Public Offering. Share sold in a Public ----- ----------------------- Offering will be sold free of the restrictions contained in this Article VI, but this Article VI shall continue to apply in accordance with its terms to all Common Stock not sold in such offering. If less than all of a Management Investor's shares of Common Stock are sold in such an offering, for purposes of any subsequent calculation hereunder of the Option Purchase Price, the Option Purchase Price shall equal the Adjusted Cost Price multiplied by the product of the Adjusted Cost Price Percentage and the Adjusted Purchase Number (as hereinafter defined), where: (w) "Adjusted Purchase Number" means the remainder determined by subtracting the Publicly-Sold Stock from the Purchase Number, (x) "Publicly-Sold Stock" means the total number of shares of Common Stock previously sold by the respective Management Investor in a public offering, and (z) "Adjusted Cost Price Percentage" means (1) 20% multiplied by the number of years elapsed from July 29, 1994 for the Original Management Investors, and (2) 33 1/3% multiplied by the number of years elapsed from the "Closing Date" specified on Schedule II with respect to the respective New Management Investors.

Sale in Public Offering. Share sold in a Public ----- ----------------------- Offering will be sold free of the restrictions contained in this Article VI, but this Article VI shall continue to apply in accordance with its terms to all Common Stock not sold in such offering. If less than all of a Management Investor's shares of Common Stock are sold in such an offering, for purposes of any subsequent calculation hereunder of the Option Purchase Price, the Option Purchase Price shall equal the Adjusted Cost Price multiplied by the product of the Adjusted Cost Price Percentage and the Adjusted Purchase Number (as hereinafter defined), where: (w) "Adjusted Purchase Number" means the remainder determined by subtracting the Publicly-Sold Stock from the Purchase Number, (x) "Publicly-Publicly- Sold Stock" means the total number of shares of Common Stock previously sold by the respective Management Investor in a public offering, and (z) "Adjusted Cost Price Percentage" means (1) 20% multiplied by the number of years elapsed from July 29, 1994 for the Original Management Investors, and (2) 33 1/3% multiplied by the number of years elapsed from the "Closing Date" specified on Schedule II with respect to the respective New Management Investors.