Common use of Sale of Shares to a Third Party Clause in Contracts

Sale of Shares to a Third Party. (a) If at any time prior to an Initial Public Offering Stonington proposes to sell, for their own account, in one or more transactions, shares which, in the aggregate, represent 50% or more of the capital stock of GGS on a fully diluted basis to a third party in one or more private transactions which is not, and following such sale will not be, affiliated with Stonington (a "Third Party"), the Management Investors who are at such time employees, directors or consultants of GGS or any of its subsidiaries, the Management Investors who were but are no longer employees, directors or consultants as a result of death (in which case the estate of such Management Investors), Disability or Retirement and/or each of their Permitted Transferees, shall have the right to participate (a "Tag-Along Right") in such sale with respect to any Shares (including Shares obtainable upon exercise of options granted pursuant to the Management Stock Incentive Plan) or Nonvoting Shares (including Nonvoting Shares represented by Restricted Stock granted pursuant to the Management Stock Incentive Plan, but only to the extent that such Restricted Stock has vested) held by them on a pro rata basis (based on the percentage of Management Shares corresponding to the relationship of the aggregate number of Shares to be sold by Stonington to the aggregate number of Stonington Shares) for the same consideration per Share and otherwise on the same terms as Stonington sells its Shares. If circumstances occur which give rise to the Tag-Along Right, then Stonington shall give written notice to the Management Investors providing a summary of the terms of the proposed sale to the Third Party and advising such Management Investors of their Tag-Along Rights. Each Management Investor may exercise his or her Tag-Along Right by written notice to GGS stating the number of Shares or Nonvoting Shares that he or she wishes to sell, up to the maximum number permitted (being his or her pro rata amount referred to above and as disclosed in the notice to be given to him or her). If a Management Investor gives written notice indicating that he or she wishes to sell, he or she shall be obligated to sell that number of Shares or Nonvoting Shares specified in his or her written acceptance notice upon the same terms and conditions as Stonington is selling to the Third Party conditional upon and contemporaneous with completion of the transaction of purchase and sale with the Third Party. If at any time prior to an Initial Public Offering Stonington proposes to sell for their own account, in one or more transactions, Shares which, in the aggregate, represent more than 40% of the capital stock of GGS on a fully diluted basis to a Third Party in one or more private transactions, Stonington shall, upon written request, have the right to require the Management Investors (regardless of whether such Management Investor is then an employee, director or consultant of GGS or any of its subsidiaries and regardless of any termination of employment, consultancy or directorship) and/or each of their Permitted Transferees, to participate (a "Drag-Along Right") in such sale with respect to any Shares (including Shares obtainable upon exercise of options granted pursuant to the Management Stock Incentive Plan) or Nonvoting Shares (including Nonvoting Shares represented by Restricted Stock granted pursuant to the Management Stock Incentive Plan, but only to the extent that such Restricted Stock has vested) held by them on a pro rata basis (based on the percentage of Management Shares corresponding to the relationship of the aggregate number of Shares to be sold by Stonington to the aggregate number of Stonington Shares) for the same consideration per Share and otherwise on the same terms as Stonington sells its Shares. For purposes of this Section 2.5(a), to the extent that Shares issuable upon exercise of an option granted under the Management Stock Incentive Plan are to be sold pursuant to the exercise of a Tag-Along Right or Drag-Along Right, the holders of such options shall not be required to exercise their options until all conditions to the commitment by the Third Party to purchase the Shares into which such options are exercisable pursuant to the exercise of a Tag-Along Right or Drag-Along Right have been satisfied or waived. Notwithstanding anything to the contrary contained in this Section 2.5(a), a Management Investor shall not be entitled to exercise its Tag-Along Rights on and after the date of such Management Investor's termination of employment (or director or consulting relationship) for Cause or Voluntary Resignation with GGS or any of its subsidiaries. (b) Tag-Along Rights and Drag-Along Rights pursuant to this Section 2.5 shall be exercisable upon 15 calendar days' prior written notice.

Sale of Shares to a Third Party. (a) If TAG-ALONG RIGHTS. If, at any time prior time, Xxxxx or HPS (the "Disposing Shareholders") propose to an Initial Public Offering Stonington proposes sell shares to sell, for their own account, in any one or more transactions, shares which, in the aggregate, represent 50% or more of the capital stock of GGS on a fully diluted basis to a third party in one or more private transactions which is parties who are not, and following such sale will not be, affiliated with Stonington a wholly owned subsidiary of an Investor Shareholder (a "Third Party"), the Management Investors who are at such time employees, directors or consultants of GGS or any of its subsidiaries, the Management Investors who were but are no longer employees, directors or consultants as a result of death (in which case the estate of such Management Investors), Disability or Retirement and/or each of their Permitted Transferees, other Investor Shareholder shall have the right to participate (a "Tag-Along Right") in such sale with respect to any Shares (shares, including Shares obtainable any shares issuable upon exercise of any vested options granted pursuant to the Management Stock Incentive Plan) or Nonvoting Shares warrants (including Nonvoting Shares represented by Restricted Stock granted pursuant to the Management Stock Incentive Plan, but only to the extent that such Restricted Stock has vestedif any) held by them such Investor Shareholder, on a pro rata Pro Rata basis (based on the percentage of Management Shares corresponding to the relationship of the aggregate number of Shares to be sold by Stonington to the aggregate number of Stonington Shares) for the same consideration per Share and otherwise on the same terms as Stonington sells its Sharesthe Disposing Shareholders. If circumstances occur which give rise to the Tag-Along Right, then Stonington the Disposing Shareholder shall give written notice to Newco and the Management Investors other Investor Shareholder, providing a summary of the terms particulars of the proposed sale to the Third Party and advising such Management Investors other Investor Shareholder of their its Tag-Along Rights. Each Management This notice shall not be given until the expiration of all rights of First Refusal under Section 4.3. The other Investor Shareholder may exercise his or her its Tag-Along Right by written notice to GGS Newco and the Disposing Shareholder within twenty-five (25) days of the date of mailing of the Disposing Shareholder's notice stating the number of Shares or Nonvoting Shares shares that he or she it wishes to sell, up to the maximum number permitted (being his or her pro rata amount referred to above and as disclosed in the notice to be given to him or her)herein. If a Management any Investor Shareholder gives written notice indicating that he or she such Investor Shareholder wishes to sell, he or she such Investor Shareholder shall be obligated to sell that number of Shares or Nonvoting Shares shares specified in his or her its written acceptance notice upon the same terms and conditions as Stonington the Disposing Shareholder is selling to the Third Party conditional upon and contemporaneous with completion of the transaction of purchase and sale with the Third Party. If at any time prior to an Initial Public Offering Stonington proposes to sell for their own account, in one or more transactions, Shares which, in the aggregate, represent more than 40% of the capital stock of GGS on a fully diluted basis to a Third Party in one or more private transactions, Stonington shall, upon written request, have the right to require the Management Investors (regardless of whether such Management Investor is then an employee, director or consultant of GGS or any of its subsidiaries and regardless of any termination of employment, consultancy or directorship) and/or each of their Permitted Transferees, to participate (a "Drag-Along Right") in such sale with respect to any Shares (including Shares obtainable upon exercise of options granted pursuant shall not be subject to the Management Stock Incentive Plan) or Nonvoting Shares (including Nonvoting Shares represented by Restricted Stock granted pursuant to the Management Stock Incentive Plan, but only to the extent that such Restricted Stock has vested) held by them on a pro rata basis (based on the percentage requirement of Management Shares corresponding to the relationship of the aggregate number of Shares to be sold by Stonington to the aggregate number of Stonington Shares) for the same consideration per Share and otherwise on the same terms as Stonington sells its SharesSection 4.3. For purposes of this Section 2.5(a), to the extent that Shares issuable upon exercise of an option granted under the Management Stock Incentive Plan are to be sold pursuant to the exercise of a The Tag-Along Right or Dragprovided in this Section 4.4 shall be in addition to the Right of First Refusal provided in Section 4.3 and shall not relieve the Disposing Shareholder of the obligation to provide the First Refusal Notice provided herein. No Shareholder, other than an Investor Shareholder, shall have any Tag-Along Right, the holders of such options shall not be required to exercise their options until all conditions to the commitment by the Third Party to purchase the Shares into which such options are exercisable pursuant to the exercise of a Tag-Along Right or Drag-Along Right have been satisfied or waived. Notwithstanding anything to the contrary contained in this Section 2.5(a), a Management Investor shall not be entitled to exercise its Tag-Along Rights on and after the date of such Management Investor's termination of employment (or director or consulting relationship) for Cause or Voluntary Resignation with GGS or any of its subsidiaries. (b) Tag-Along Rights and Drag-Along Rights pursuant to this Section 2.5 shall be exercisable upon 15 calendar days' prior written notice.

Sale of Shares to a Third Party. (a) If at any time prior to an Initial Public Offering Stonington proposes to sell, for their its own account, in one or more transactions, shares which, in the aggregate, represent 5040% or more of the capital stock of GGS Packard on a fully diluted basis to a third party in one or more private transactions which is not, and following such sale will not be, affiliated with Stonington (a "Third Party"), the Management Investors who are at such time employees(other than a Management Investor whose employment, directors consultancy or consultants of GGS or any of its subsidiariesdirectorship has been terminated for Cause), the Non-Management Investors who were but are no longer employees, directors or consultants as a result of death (in which case the estate of such Management Investors), Disability or Retirement and/or each of their Permitted Transferees, shall have the right to participate (a "Tag-Along Right") in such sale with respect to any Shares (including Shares obtainable upon exercise of options granted pursuant to the Management Stock Incentive Plan) or Nonvoting Shares (including Nonvoting Shares represented by Restricted Stock granted pursuant to the Management Stock Incentive Plan, but only to the extent that such Restricted Stock has vestedoptions) held by them on a pro rata basis (based on the percentage of Management Packard Shares corresponding to the relationship of the aggregate number of Shares to be sold by Stonington to the aggregate number of Stonington Shares) for the same consideration per Share and otherwise on the same terms as Stonington sells its Shares. If circumstances occur which give rise to the Tag-Along Right, then Stonington shall give written notice to the Management Packard Investors providing a summary of the terms of the proposed sale to the Third Party and advising such Management Packard Investors of their Tag-Along Rights. Each Management Packard Investor may exercise his or her Tag-Along Right by written notice to GGS Packard stating the number of Shares or Nonvoting Shares that he or she wishes to sell, up to the maximum number permitted (being his or her pro rata amount referred to above and as disclosed in the notice to be given to him or her). If a Management Packard Investor gives written notice indicating that he or she wishes to sell, he or she shall be obligated to sell that number of Shares or Nonvoting Shares specified in his or her written acceptance notice upon the same terms and conditions as Stonington is selling to the Third Party conditional upon and contemporaneous with completion of the transaction of purchase and sale with the Third Party. . (b) If at any time prior to an Initial Public Offering Stonington proposes to sell for their its own account, in one or more transactions, Shares which, in the aggregate, represent more than 40% of the capital stock of GGS Packard on a fully diluted basis to a Third Party in one or more private transactions, Stonington shall, upon written request, have the right to require the Management Investors (regardless of whether such Management Investor is then an employee, director or consultant of GGS Packard or any of its subsidiaries and regardless of any termination of employment, consultancy or directorship) ), the Non-Management Investors and/or each of their Permitted Transferees, to participate (a "Drag-Along Right") in such sale with respect to any Shares (including Shares obtainable upon exercise of options granted pursuant to the Management Stock Incentive Plan) or Nonvoting Shares (including Nonvoting Shares represented by Restricted Stock granted pursuant to the Management Stock Incentive Plan, but only to the extent that such Restricted Stock has vestedoptions) held by them on a pro rata basis (based on the percentage of Management Packard Shares corresponding to the relationship of the aggregate number of Shares to be sold by Stonington to the aggregate number of Stonington Shares) for the same consideration per Share and otherwise on the same terms as Stonington sells its Shares. For purposes of this Section Sections 2.5(a) and 2.5(b), to the extent that Shares issuable upon exercise of an option granted under the Management Stock Incentive Plan are to be sold pursuant to the exercise of a Tag-Along Right or Drag-Along Right, the holders of such options shall not be required to exercise their options until all conditions to the commitment by the Third Party to purchase the Shares into which such options are exercisable pursuant to the exercise of a Tag-Along Right or Drag-Along Right have been satisfied or waived. Notwithstanding anything to the contrary contained in this Section 2.5(a), a Management Investor shall not be entitled to exercise its Tag-Along Rights on and after the date of such Management Investor's termination of employment (or director or consulting relationship) for Cause or Voluntary Resignation with GGS or any of its subsidiaries. (bc) Tag-Along Rights and Drag-Along Rights pursuant to this Section 2.5 shall be exercisable upon 15 calendar days' prior written notice.

Sale of Shares to a Third Party. (a) If at any time prior to an Initial Public Offering Offering, Stonington proposes to sell, sell shares for their its own account, in account to one or more transactions, shares which, in the aggregate, represent 50% or more of the capital stock of GGS on a fully diluted basis to a third party parties in one or more private transactions which is not, and following such sale will not be, affiliated with Stonington (a "Third Party")) and which will result in Stonington ceasing to be the beneficial owners of at least 50% of the common equity of the Corporation on a fully diluted basis, the Management Investors who are at such time employees, directors or consultants of GGS or any of its subsidiaries, the Management Investors who were but are no longer employees, directors or consultants as a result of death (in which case the estate of such Management Investors), Disability or Retirement and/or each of their Permitted Transferees, Participants shall have the right to participate (a "Tag-Along Along-Right") in such sale with respect to any Shares (including Shares obtainable upon exercise of options Options or through payment for Non Vested Units granted pursuant to the Management Stock Incentive Plan) or Nonvoting Shares (including Nonvoting Shares represented by Restricted Stock granted pursuant to the Management Stock Incentive Plan, but only to the extent that such Restricted Stock has vested) held by them on a pro rata basis (based on the percentage of Management Participant Shares corresponding to the relationship of the aggregate number of Shares to be sold by Stonington to the aggregate number of Stonington Shares) for the same consideration per Share Share/Unit and otherwise on the same terms as Stonington sells its Shares. . (b) If circumstances occur which give rise to the Tag-Along Rightright, then Stonington shall give written notice to the Management Investors Participants providing a summary of the terms of the proposed sale to the Third Party party and advising such Management Investors Participants of their Tag-Along Rightsrights. Each Management Investor participant may exercise his or her Tag-Along Right by written notice to GGS the Company stating the number of Shares or Nonvoting Shares that he or she wishes to sell, up to the maximum number permitted (being his or her pro rata amount referred to above and as disclosed in the notice to be given to him or her). If a Management Investor participant gives written notice indicating that he or she wishes to sell, he or she shall be obligated to sell that number of Shares or Nonvoting Shares Units specified in his or her written acceptance notice upon the same terms and conditions as Stonington is selling to the Third third Party conditional upon and contemporaneous with completion of the transaction of purchase and sale with the Third third Party. . (c) If at any time prior to an Initial Public Offering Offering, Stonington proposes to sell for their its own account, in one or more transactions, Shares which, in the aggregate, represent more than 40% of the capital stock of GGS the Company on a fully diluted basis to a Third Party in one or more private transactions, Stonington shall, upon written request, have the right to require the Management Investors (regardless of whether such Management Investor is then an employee, director or consultant of GGS or any of its subsidiaries and regardless of any termination of employment, consultancy or directorship) and/or each of their Permitted Transferees, participants to participate (a "Drag-Along Right") in such sale with respect to any Shares (including Shares obtainable upon exercise of options Options granted pursuant to the Management Stock Incentive Plan) or Nonvoting Shares (including Nonvoting Shares represented by Restricted Stock granted pursuant to the Management Stock Incentive Plan, but only to the extent that such Restricted Stock has vested) held by them on a pro rata basis (based on the percentage of Management Participant's Shares corresponding to the relationship of the aggregate number of Shares to be sold by Stonington to the aggregate number of Stonington Shares) for the same consideration per Share and otherwise on the same terms as Stonington sells its Shares. . (d) For purposes of this Section 2.5(a)5, to the extent that Shares issuable upon exercise of an option Option granted under the Management Stock Incentive Plan are to be sold pursuant to the exercise of a Tag-Along Right or Drag-Along Right, the holders of such options Options shall not be required to exercise their options Options until all conditions to the commitment by the Third Party to purchase the Shares into which such options Options are exercisable pursuant to the exercise of a Tag-Along Right or Drag-Along Right have been satisfied or waived. Notwithstanding anything to the contrary contained in this Section 2.5(a), a Management Investor shall not be entitled to exercise its Tag-Along Rights on and after the date of such Management Investor's termination of employment (or director or consulting relationship) for Cause or Voluntary Resignation with GGS or any of its subsidiaries. (be) Tag-Along Rights and Drag-Along Rights pursuant to this Section 2.5 5 shall be exercisable upon 15 calendar days' prior written notice.