Common use of Sale Obligation Clause in Contracts

Sale Obligation. If the Investor proposes to sell to a Third-Party any of the shares of Common Stock and other Securities held by the Investor (including its Permitted Transferees and assignees) (whether such sale is by way of purchase, merger, recapitalization or other form of transaction), then upon the request of the Investor, each of the Existing Stockholders shall sell the same percentage, as applicable, of the shares of Common Stock and other Securities beneficially owned by such Existing Stockholder to such third-party buyer pursuant to the same terms and conditions negotiated by the Investor for the sale of the Securities held by the Investor. For example, if Investor proposes to sell 35% of the shares of Common Stock held by it, the Existing Stockholders shall, upon request of Investor, sell 35% of the shares of Common Stock held by them. Each of the Existing Stockholders agrees to such sale and to execute such agreements, powers of attorney, voting proxies or other documents and instruments as may be necessary or desirable to consummate such sale. Each of the Existing Stockholders further agrees to timely take such other actions as the Investor may reasonably request as necessary in connection with the approval of the consummation of such sale, including voting all securities with voting rights in favor of such sale and waiving any dissenters’ rights. Each Existing Stockholder shall be required to make customary representations and warranties in connection with such transfer with respect to its own authority to transfer and its title to the Securities transferred, together with such other representations and warranties with respect to the Company as are made by the Investor in connection with such sale. Each Existing Stockholder shall pay its pro rata portion (based on the total value of the consideration received by such Stockholder compared to the aggregate consideration received by all Stockholders in the transaction) of the reasonable out-of-pocket expenses incurred in connection with a sale consummated pursuant to this Section 4.

Sale Obligation. If the Investor proposes to sell to FS Stockholder finds a Third-Party any buyer for --------------- all of the shares of Common Stock and other Securities held by the Investor (including its Permitted Transferees and assignees) FS Stockholder (whether such sale is by way of purchase, merger, recapitalization merger or other form of transaction), then upon the request of the InvestorFS Stockholder, each of the Existing New Stockholders shall sell the same percentage, as applicable, all or any portion of the shares of Common Stock and other Securities beneficially owned by such Existing New Stockholder to such third-party buyer pursuant to the same terms and conditions negotiated by the Investor FS Stockholder. All holders of each class of Securities shall receive the same form and amount of consideration for the sale of the Securities held by the Investorsuch Securities. For example, if Investor proposes to sell 35% of the shares of Any Security that is convertible into Common Stock held by it, the Existing Stockholders shall, upon request shall be purchased on an "as converted" basis. Any series of Investor, sell 35% of the shares of preferred stock that is not convertible into Common Stock held by themshall be purchased for its stated liquidation preference plus accrued and unpaid dividends. Any debt Security which is not convertible into Common Stock shall be purchased at its outstanding principal amount plus accrued and unpaid interest, plus any prepayment or redemption premium set forth in the instruments governing such Security. The exercise price (if any) of a Security shall be deducted from the consideration to be received; provided however that if the exercise price of such Security is greater than the consideration to be received, such Security shall be canceled without any payment to its holder. Each of the Existing New Stockholders agrees to such sale and to execute such agreements, powers of attorney, voting proxies or other documents and instruments as may be necessary or desirable to consummate such sale; provided that no New Stockholder shall be obligated to make any representations and warranties with respect to such sale other than with respect to its own authority to transfer and its title to the Securities transferred. Each of the Existing New Stockholders further agrees to timely take such other actions as the Investor FS Stockholder may reasonably request to enforce its obligation to sell its Securities, and otherwise as necessary in connection with the approval of the consummation of such sale, including voting all securities with voting rights Securities in favor of such sale and waiving any dissenters’ rights. Each Existing Stockholder shall be required to make customary representations and warranties in connection with such transfer with respect to its own authority to transfer and its title to the Securities transferred, together with such other representations and warranties with respect to the Company as are made by the Investor in connection with such sale. Each Existing New Stockholder shall pay its pro rata portion (based on the total value of the consideration received by such New Stockholder compared to the aggregate consideration received by all New Stockholders in the transaction) of the reasonable out-of-pocket expenses incurred by the FS Stockholder in connection with a sale consummated pursuant to this Section 43 (not including, however any transaction fee charged by the FS Stockholder or its Affiliates). Notwithstanding the foregoing provisions of this Section 3, no New Stockholder shall have any obligation to sell Securities in connection with any sale by the FS Stockholder of all of its shares of Common Stock unless, prior to the consummation of such sale, (i) the Board determines that the consideration to be received by the New Stockholders in such sale for their shares of Common Stock is not less than the aggregate fair market value of the shares of Common Stock held by the New Stockholders and (ii) the Company shall have obtained a fairness opinion from an investment banking firm that such a sale is fair, from a financial point of view, to the holders of Common Stock.

Sale Obligation. If From and after April 1, 2000, or --------------- earlier if consented to by Sears Stockholder, if the Investor proposes FS Stockholder finds a third-party buyer to sell to a Third-Party any which it sells all of the shares of Common Stock and other Securities held by the Investor (including FS Stockholder and its Permitted Transferees and assignees) assignees (whether such sale is by way of purchase, merger, recapitalization merger or other form of transaction), then upon the request of the InvestorFS Stockholder, each of the Existing Stockholders and the Ripplewood Stockholder shall sell the same percentage, as applicable, all of the shares of Common Stock and other Securities the Taubman Option beneficially owned by such Existing Stockholder and the Ripplewood Stockholder to such third-party buyer pursuant to the same terms and conditions negotiated by the Investor FS Stockholder for the sale of the Securities held by the Investor. For example, if Investor proposes to sell 35% of the shares of Common Stock held by itthe FS Stockholder and subject to the provisions of the Taubman Option with respect to the consideration to be received for such Option; provided, that an Existing -------- Stockholder and the Existing Stockholders shall, upon request Ripplewood Stockholder shall have no obligation to sell its shares of Investor, sell 35% Common Stock and the Taubman Option pursuant to this Section 4 unless the FS Stockholder (including its Permitted Transferees and assignees) sells all of the shares of Common Stock held by them. Each of the Existing Stockholders and the Ripplewood Stockholder agrees to such sale sale, and to execute such agreements, powers of attorney, voting proxies or other documents and instruments as may be necessary or desirable to consummate such sale. Each of the Existing Stockholders and the Ripplewood Stockholder further agrees to timely take such other actions as the Investor FS Stockholder may reasonably request as necessary in connection with the approval of the consummation of such sale, including voting all securities with voting rights Voting Securities in favor of such sale and waiving any dissenters’ rightssale. Each Existing Stockholder shall be required to make customary representations and warranties pay the reasonable incremental out-of-pocket expenses incurred by the FS Stockholder in connection with the inclusion of such transfer with respect Existing Stockholder in a sale consummated pursuant to its own authority to transfer and its title to the Securities transferred, together with such other representations and warranties with respect to the Company as are made by the Investor in connection with such salethis Section 4. Each Existing The Ripplewood Stockholder shall pay its pro rata portion (based on the total value of the consideration received by such Stockholder compared to the aggregate consideration received by all Stockholders in the transaction) of the reasonable out-of-pocket expenses incurred by the FS Stockholder in connection with a sale consummated pursuant to this Section 4.

Sale Obligation. If the Investor proposes to sell to FS Stockholder finds a Third-Party any buyer for all of --------------- the shares of Common Stock and other Securities held by the Investor (including its Permitted Transferees and assignees) FS Stockholder (whether such sale is by way of purchase, merger, recapitalization merger or other form of transaction), then upon the request of the InvestorFS Stockholder, each of the Existing Stockholders shall sell the same percentage, as applicable, all or any portion of the shares of Common Stock and other Securities beneficially owned by such Existing Stockholder to such third-third- party buyer pursuant to the same terms and conditions negotiated by the Investor FS Stockholder. All holders of each class of Securities shall receive the same form and amount of consideration for the sale of the Securities held by the Investorsuch Securities. For example, if Investor proposes to sell 35% of the shares of Any Security that is convertible into Common Stock held by it, the Existing Stockholders shall, upon request shall be purchased on an "as converted" basis. Any series of Investor, sell 35% of the shares of preferred stock that is not convertible into Common Stock held by themshall be purchased for its stated liquidation preference plus accrued and unpaid dividends. Any debt Security which is not convertible into Common Stock shall be purchased at its outstanding principal amount plus accrued and unpaid interest, plus any prepayment or redemption premium set forth in the instruments governing such Security. The exercise price (if any) of a Security shall be deducted from the consideration to be received; provided however that if the exercise price of such Security is greater than the consideration to be received, such Security shall be cancelled without any payment to its holder. Each of the Existing Stockholders agrees to such sale and to execute such agreements, powers of attorney, voting proxies or other documents and instruments as may be necessary or desirable to consummate such sale; provided that no Stockholder shall be obligated to make any representations and warranties with respect to such sale other than with respect to its own authority to transfer and its title to the Securities transferred. Each of the Existing Stockholders further agrees to timely take such other actions as the Investor FS Stockholder may reasonably request to enforce its obligation to sell its Securities, and otherwise as necessary in connection with the approval of the consummation of such sale, including voting all securities with voting rights Securities in favor of such sale and waiving any dissenters’ rights. Each Existing Stockholder shall be required to make customary representations and warranties in connection with such transfer with respect to its own authority to transfer and its title to the Securities transferred, together with such other representations and warranties with respect to the Company as are made by the Investor in connection with such sale. Each Existing Stockholder shall pay its pro rata portion (based on the total value of the consideration received by such Stockholder compared to the aggregate consideration received by all Stockholders in the transaction) of the reasonable out-of-pocket expenses incurred by the FS Stockholder in connection with a sale consummated pursuant to this Section 4 (not including, however any transaction fee charged by the FS Stockholder or its Affiliates). Notwithstanding the forgoing provisions of this Section 4, no Stockholder shall have any obligation to sell Securities in connection with any sale by the FS Stockholder of all of its shares of Common Stock unless, prior to the consummation of such sale, (i) the Board determines that the consideration to be received by the Stockholders in such sale for their shares of Common Stock is not less than the aggregate fair market value of the shares of Common Stock held by the Stockholders and (ii) the Company shall have obtained a fairness opinion from an investment banking firm that such a sale is fair, from a financial point of view, to the holders of Common Stock.

Sale Obligation. If the Investor proposes to sell to Holding finds a Third-Party any buyer or transferee --------------- (other than a Permitted Transferee) for all of the shares of Common Stock and other Securities held by the Investor (including its Permitted Transferees and assignees) Holding (whether such sale is by way of purchase, merger, recapitalization merger or other form of transaction), then upon the request of Holding, the Investor, each Trust shall sell or transfer all or any portion of the Existing Stockholders shall sell the same percentage, as applicable, of the shares of Common Stock and other Securities beneficially owned by such Existing Stockholder the Trust to such third-party buyer pursuant to on the same terms and conditions negotiated by applicable to Holding, provided, however, that if the Investor for buyer is a party other than a company whose common stock is publicly traded, the sale Trust shall not be required to accept consideration other than cash, provided, further, that if the buyer's common stock is publicly traded, the Trust shall not be obligated to accept consideration other than cash and/or capital stock of the buyer. Subject to the first sentence of this Section 4.1, all holders of each class of Securities held by shall receive the Investorsame form and amount of consideration for such Securities. For example, if Investor proposes to sell 35% of the shares of Any Security that is convertible into Common Stock held by it, the Existing Stockholders shall, upon request shall be purchased on an "as converted" basis. Any series of Investor, sell 35% of the shares of preferred stock that is not convertible into Common Stock held by themshall be purchased for its stated liquidation preference plus accrued and unpaid dividends. Each Any debt Security which is not convertible into Common Stock shall be purchased at its outstanding principal amount plus accrued and unpaid interest, plus any prepayment or redemption premium set forth in the instruments governing such Security. The exercise price (if any) of a Security shall be deducted from the Existing Stockholders consideration to be received; provided however that if the exercise price of such Security is greater than the consideration to be received, such Security shall be canceled without any payment to its holder. The Trust agrees to such sale and to execute such agreements, powers of attorney, voting proxies or other documents and instruments as may be necessary or desirable to consummate such sale; provided that no Shareholder or Permitted Transferee shall be obligated to make any representations and warranties with respect to such sale other than with respect to its own authority to transfer, no conflicts with other agreements and its title to the Securities transferred, provided, further, that if a Shareholder or Permitted Transferee elects to make other representations and warranties, it shall not obligate any other Shareholder or Permitted Transferee to do so. Each of The Shareholders and their Permitted Transferees shall have no obligation to indemnify a buyer with respect to representations and warranties regarding the Existing Stockholders Company, provided, that if a Shareholder or Permitted Transferee elects to indemnify a buyer, it shall not obligate any other Shareholder or Permitted Transferee to do so. The Trust further agrees to timely take such other actions as the Investor Holding may reasonably request to enforce its obligation to sell its Securities, and otherwise as necessary in connection with the approval of the consummation of such sale, including voting all securities with voting rights Securities in favor of such sale and waiving any dissenters’ appraisal or dissenters rights. Each Existing Stockholder shall be required to make customary representations and warranties in connection with such transfer with respect to its own authority to transfer and its title to the Securities transferred, together with such other representations and warranties with respect to the Company as are made by the Investor in connection with such sale. Each Existing Stockholder Shareholder shall pay its pro rata portion (based on the total value of the consideration received by such Stockholder Shareholder compared to the aggregate consideration received by all Stockholders Shareholders in the transactiontransaction without giving effect to any deduction of exercise price of a Security) of the reasonable out-of-pocket expenses (not including any expenses paid or payable to an Affiliate or Associate of Holding) incurred and paid by Holding in connection with a sale consummated pursuant to this Section 44.1.

Sale Obligation. If the Investor FS Stockholder proposes to sell to a Third--------------- third-Party any party buyer all or (in a transaction which contemplates the partial retention by the Company's existing securityholders of a portion of the Company's issued and outstanding Securities) a substantial portion of the shares of Common Stock, Preferred Stock and other Securities held by the Investor FS Stockholder (including its Permitted Transferees and assignees) (whether such sale is by way of purchase, merger, recapitalization or other form of transaction), then upon the request of the InvestorFS Stockholder, each of the Existing Stockholders and the Additional Stockholders shall sell the same percentage, as applicable, percentages of the shares of Common Stock, Preferred Stock and other Securities beneficially owned by such Existing Stockholder or such Additional Stockholder to such third-party buyer pursuant to the same terms and conditions negotiated by the Investor FS Stockholder for the sale of the Securities held by the Investor. For example, if Investor proposes to sell 35% of the shares of Common Stock held by it, the Existing Stockholders shall, upon request of Investor, sell 35% of the shares of Common Stock held by themFS Stockholder. Each of the Existing Stockholders and the Additional Stockholders agrees to such sale and to execute such agreements, powers of attorney, voting proxies or other documents and instruments as may be necessary or desirable to consummate such sale. Each of the Existing Stockholders and the Additional Stockholders further agrees to timely take such other actions as the Investor FS Stockholder may reasonably request as necessary in connection with the approval of the consummation of such sale, including voting all securities with voting rights Voting Securities in favor of such sale and waiving any dissenters’ rights' rights and, in the event such transaction is structured as a recapitalization, agreeing to transfer and retain those percentages of Securities as are requested by the FS Stockholder. Each Existing Stockholder and each Additional Stockholder shall be required to make customary representations and warranties in connection with such transfer with respect to its own authority to transfer and its title to the Securities transferred, together with such other representations and warranties with respect to the Company as are made by the Investor FS Stockholder in connection with such sale (provided, that, in connection with such sale, the FS Stockholder shall make a good faith effort to negotiate with such Third Party that, in the event of a breach of any such other representation or warranty, the liability imposed upon each Existing Stockholder and each Additional Stockholder therefor will be several, based upon such Stockholder's proportionate share of the aggregate proceeds to be received by all of the Stockholder's in connection with such sale; provided, further that regardless of the success of such efforts, the liability imposed upon each Additional Stockholder will be several as described in this proviso). Each Existing Stockholder and each Additional Stockholder shall pay its pro rata portion (based on the total value of the consideration received by such Stockholder compared to the aggregate consideration received by all Stockholders in the transaction) of the reasonable out-of-pocket expenses incurred in connection with a sale consummated pursuant to this Section 4.

Sale Obligation. If the Investor proposes FS Stockholder finds a third-party --------------- buyer to sell to a Third-Party any which it sells all of the shares of Common Stock and other Securities held by the Investor FS Stockholder (including its Permitted Transferees and assignees) (whether such sale is by way of purchase, merger, recapitalization merger or other form of transaction), then upon the request of the InvestorFS Stockholder, each of the Existing Stockholders and the Ripplewood Stockholder shall sell the same percentage, as applicable, all of the shares of Common Stock and other Securities the Taubman Option beneficially owned by such Existing Stockholder and the Ripplewood Stockholder to such third-party buyer pursuant to the same terms and conditions negotiated by the Investor FS Stockholder for the sale of the Securities held by the Investor. For example, if Investor proposes to sell 35% of the shares of Common Stock held by itthe FS Stockholder and subject to the provisions of the Taubman Option with respect to the consideration to be received for such Option; provided, that an Existing Stockholder and the Existing Stockholders shall, upon request Ripplewood Stockholder shall have -------- no obligation to sell its shares of Investor, sell 35% Common Stock and the Taubman Option pursuant to this Section 4 unless the FS Stockholder (including its Permitted Transferees and assignees) sells all of the shares of Common Stock held by them. Each of the Existing Stockholders and the Ripplewood Stockholder agrees to such sale and to execute such agreements, powers of attorney, voting proxies or other documents and instruments as may be necessary or desirable to consummate such sale. Each of the Existing Stockholders and the Ripplewood Stockholder further agrees to timely take such other actions as the Investor FS Stockholder may reasonably request as necessary in connection with the approval of the consummation of such sale, including voting all securities with voting rights Voting Securities in favor of such sale and waiving any dissenters’ rightssale. Each Existing Stockholder shall be required to make customary representations and warranties pay the reasonable incremental out-of-pocket expenses incurred by the FS Stockholder in connection with the inclusion of such transfer with respect Existing Stockholder in a sale consummated pursuant to its own authority to transfer and its title to the Securities transferred, together with such other representations and warranties with respect to the Company as are made by the Investor in connection with such salethis Section 4. Each Existing The Ripplewood Stockholder shall pay its pro rata portion (based on the total value of the consideration received by such Stockholder compared to the aggregate consideration received by all Stockholders in the transaction) of the reasonable out-of-pocket expenses incurred by the FS Stockholder in connection with a sale consummated pursuant to this Section 4.