Common use of Sales by KKR Holders Clause in Contracts

Sales by KKR Holders. In the event that the KKR Holder determines, during the term of this Agreement, to transfer either (i) at least 50% of the outstanding shares of Common Stock on a fully diluted basis at the time of such transfer or (ii) at least 35% of the outstanding shares of Common Stock on a fully diluted basis at the time of such transfer (provided that such percentage set forth in this clause (ii) equals 100% of the KKR Shares at the time of such transfer) to a Proposed Purchaser, other than in an Exempt Transaction (a "Drag-Along Sale"), then upon the request of the KKR Holders, the Oaktree Investors will transfer to such Proposed Purchaser all of the Oaktree Shares at the same price and upon the same terms and conditions in respect of any material term as such transfer by the KKR Holders. In the event that the KKR Holders own at least 15% of the outstanding shares of the Common Stock on a fully diluted basis and have signed an agreement, with respect to all KKR Shares, to vote in favor of or tender in connection with (a "Transaction Agreement") a business combination transaction entered into by the Company, then, upon the request of the KKR Holders, the Oaktree Investors will execute a Transaction Agreement with the same terms and conditions in all material respects as the Transaction Agreement signed by the KKR Holder. In the event that both Sections 2 and 3 hereto apply to a single transaction, the "drag-along" rights set forth in this Section 3 will have priority over the "tag-along" rights set forth in Section 2 above, and the "tag-along" rights set forth in Section 2 will become exercisable by the Oaktree Investors following a determination by the KKR Holder not to exercise its rights under this Section 3.

Sales by KKR Holders. In the event that the KKR Holder determinesHolders determine, during the term of this Agreement, to transfer either (i) at least 50% effect a Sale of the outstanding shares of Common Stock on a fully diluted basis at the time of such transfer or (ii) at least 35% of the outstanding shares of Common Stock on a fully diluted basis at the time of such transfer (provided that such percentage set forth in this clause (ii) equals 100% any of the KKR Shares at the time of such transfer) to a Proposed Purchaser, other than in an Exempt Transaction (a "DragBring-Along Sale"), then upon the request of the KKR Holders, the Oaktree Investors each Xxxxxx Holder (a "Bring-Along Seller") will transfer sell to such Proposed Purchaser all the number of Xxxxxx Shares equal to the Oaktree product of (i) the number of Xxxxxx Shares at then held by such Xxxxxx Holder, multiplied by (ii) the same price and upon ratio of (A) the same terms and conditions number of shares of Common Stock which the KKR Holders propose to sell in respect the Bring-Along Sale, divided by (B) the number of any material term as such transfer shares of Common Stock then held by the KKR Holders. In The terms and conditions of such Sale shall be no less favorable to the event that Xxxxxx Holder than those received by the KKR Holders own at least 15% of the outstanding shares of the Common Stock on a fully diluted basis and have signed an agreement, with respect to all their Common Stock, including, without limitation, the sale price, the provision of, and representation and warranty as to, information requested by the Company or the KKR SharesHolders, and the provision of requisite indemnifications; PROVIDED, that (i) no Xxxxxx Holder will be required to vote provide any information, representations or warranties, or covenants (other than indemnification permitted by this Section 4) with respect to the Company, its business or its operations, (ii) any indemnification provided by the Bring-Along Sellers shall be pro rata in favor proportion with the number of or tender Xxxxxx Shares to be sold (and on terms no less favorable to the Bring-Along Sellers than the indemnification provided by the KKR Holders), (iii) the Bring-Along Sellers shall not be required to place any of the consideration in a post-closing escrow if permitted by the Proposed Purchaser and (iv) KKR Holders and KKR Affiliates shall be entitled to provide advisory services in connection with any Sale and to receive compensation therefrom not subject to the terms of this paragraph (a "Transaction Agreement") a business combination transaction entered into by a). Without limiting the Company, thenforegoing, upon the request of the KKR HoldersHolders made pursuant to this Section 4(a), the Oaktree Investors Xxxxxx Holder will execute a Transaction Agreement agree, in connection with the same terms Sale, to, and conditions will, vote its shares of Common Stock in all material respects favor of any Sale and will not exercise any dissenters' or appraisal rights with respect thereto (so long as the Transaction Agreement signed by KKR Holders vote their shares in favor of the KKR Holder. In the event that both Sections 2 Sale and 3 hereto apply to a single transaction, the "drag-along" rights set forth in this Section 3 will have priority over the "tag-along" rights set forth in Section 2 above, and the "tag-along" rights set forth in Section 2 will become exercisable by the Oaktree Investors following a determination by the KKR Holder not to exercise its rights under this Section 3such rights).

Sales by KKR Holders. In the event that the KKR Holder determines, during the term of this Agreement, to transfer either (i) at least 5035% of the outstanding shares of Common Stock (including shares subject to the Option in the event that the Option is to be transferred) then outstanding on a fully diluted basis at the time of such transfer or (ii) at least 3515% of the outstanding shares of Common Stock (including shares subject to the Option in the event that the Option is to be transferred) then outstanding on a fully diluted basis at the time of such transfer (provided that such percentage set forth in this clause (ii) equals 100% of the KKR Buyer Shares at the time of such transfer) to a Proposed PurchaserPurchaser in a Private Sale, other than in an Exempt Transaction (a "Drag-Along Sale"), then upon the request of the KKR HoldersHolder, the Oaktree Investors will each Shareholder shall transfer to such Proposed Purchaser all of the Oaktree Shares Purchaser, at the same price and upon the same terms and conditions in respect of any material term as such transfer by the KKR Holders. In Holder, the percentage of Shares held by such Shareholder that equals the percentage of shares to be transferred by the KKR Holder (including shares subject to the Option in the event that the KKR Holders own at least 15% Option is to be transferred) relative to the number of the outstanding shares of the Common Stock on a fully diluted basis and have signed an agreement, with respect to all KKR Buyer Shares, to vote in favor of or tender in connection with (a "Transaction Agreement") a business combination transaction entered into by the Company, then, upon the request of the KKR Holders, the Oaktree Investors will execute a Transaction Agreement with the same terms and conditions in all material respects as the Transaction Agreement signed by the KKR Holder. In the event that both Sections 2 5.02 and 3 5.03 hereto apply to a single transaction, the "drag-along" rights set forth in this Section 3 will 5.03 shall have priority over the "tag-along" rights set forth in Section 2 5.02 above, and the "tag-along" rights set forth in Section 2 will 5.02 shall not become exercisable by the Oaktree Investors following a determination by such Shareholder unless the KKR Holder shall have determined not to exercise its rights under this Section 35.03.

Sales by KKR Holders. In the event that the KKR Holder determinesHolders determine, during the term of this Agreement, to transfer either (i) at least 50% effect a Sale of the outstanding shares of Common Stock on a fully diluted basis at the time of such transfer or (ii) at least 35% of the outstanding shares of Common Stock on a fully diluted basis at the time of such transfer (provided that such percentage set forth in this clause (ii) equals 100% any of the KKR Shares at the time of such transfer) to a Proposed Purchaser, other than in an Exempt Transaction (a "Drag“Bring-Along Sale"”), then upon the request of the KKR Holders, the Oaktree Investors each Xxxxxx Holder (a “Bring-Along Seller”) will transfer sell to such Proposed Purchaser all the number of Xxxxxx Shares equal to the Oaktree product of (i) the number of Xxxxxx Shares at then held by such Xxxxxx Holder, multiplied by (ii) the same price and upon ratio of (A) the same terms and conditions number of shares of Common Stock which the KKR Holders propose to sell in respect the Bring-Along Sale, divided by (B) the number of any material term as such transfer shares of Common Stock then held by the KKR Holders. In The terms and conditions of such Sale shall be no less favorable to the event that Xxxxxx Holder than those received by the KKR Holders own at least 15% of the outstanding shares of the Common Stock on a fully diluted basis and have signed an agreement, with respect to all KKR Sharestheir Common Stock, to vote in favor of or tender in connection with (a "Transaction Agreement") a business combination transaction entered into including, without limitation, the sale price, the provision of, and representation and warranty as to, information requested by the Company, then, upon the request of Company or the KKR Holders, and the Oaktree Investors provision of requisite indemnifications; provided, that (i) no Xxxxxx Holder will execute a Transaction Agreement be required to provide any information, representations or warranties, or covenants (other than indemnification permitted by this Section 4) with respect to the Company, its business or its operations, (ii) any indemnification provided by the Bring-Along Sellers shall be pro rata in proportion with the same number of Xxxxxx Shares to be sold (and on terms and conditions in all material respects as no less favorable to the Transaction Agreement signed Bring-Along Sellers than the indemnification provided by the KKR Holder. In the event that both Sections 2 and 3 hereto apply to a single transaction, the "drag-along" rights set forth in this Section 3 will have priority over the "tag-along" rights set forth in Section 2 above, and the "tag-along" rights set forth in Section 2 will become exercisable by the Oaktree Investors following a determination by the KKR Holder not to exercise its rights under this Section 3.Holders),

Sales by KKR Holders. In the event that the KKR Holder determines, during the term of this Agreement, to transfer either (iA) at least 5035% of the outstanding shares of Common Stock (including shares issuable upon exercise of a 25-year option held by RFM (the "OPTION") in the event that the Option is to be transferred) then outstanding on a fully diluted basis at the time of such transfer or (iiB) at least 3515% of the outstanding shares of Common Stock (including shares subject to the Option in the event that the Option is to be transferred) then outstanding on a fully diluted basis at the time of such transfer (provided that such percentage set forth in this clause (iiB) equals 100% of the KKR Buyer Shares at the time of such transfer) to a Proposed PurchaserPurchaser in a Private Sale, other than in an Exempt Transaction (a "DragDRAG-Along SaleALONG SALE"), then upon the request of the KKR HoldersHolder, the Oaktree Investors will Shareholder shall transfer to such Proposed Purchaser all of the Oaktree Shares Purchaser, at the same price and upon the same terms and conditions in respect of any material term as such transfer by the KKR Holders. In Holder, the percentage of shares of Common Stock held by Shareholder that equals the percentage of shares of Common Stock to be transferred by the KKR Holder (including shares subject to the Option in the event that the KKR Holders own at least 15% Option is to be transferred) relative to the number of the outstanding shares of the Common Stock on a fully diluted basis and have signed an agreement, with respect to all KKR Buyer Shares, to vote in favor of or tender in connection with (a "Transaction Agreement") a business combination transaction entered into by the Company, then, upon the request of the KKR Holders, the Oaktree Investors will execute a Transaction Agreement with the same terms and conditions in all material respects as the Transaction Agreement signed by the KKR Holder. In the event that both Sections 2 4(a) and 3 4(c) hereto apply to a single transaction, the "drag-along" rights set forth in this Section 3 will 4(c) shall have priority over the "tag-along" rights set forth in Section 2 4(a) above, and the "tag-along" rights set forth in Section 2 will 4(a) shall not become exercisable by the Oaktree Investors following a determination by Shareholder unless the KKR Holder shall have determined not to exercise its rights under this Section 34(c).

Sales by KKR Holders. In the event that the KKR Holder determines, during the term of this Agreement, to transfer either (iA) at least 5035% of the outstanding shares of Common Stock (including shares issuable upon exercise of a 25-year option held by RFM (the "Option") in the event that the Option is to be transferred) then outstanding on a fully diluted basis at the time of such transfer or (iiB) at least 3515% of the outstanding shares of Common Stock (including shares subject to the Option in the event that the Option is to be transferred) then outstanding on a fully diluted basis at the time of such transfer (provided that such percentage set forth in this clause (iiB) equals 100% of the KKR Buyer Shares at the time of such transfer) to a Proposed PurchaserPurchaser in a Private Sale, other than in an Exempt Transaction (a "Drag-Along Sale"), then upon the request of the KKR HoldersHolder, the Oaktree Investors will Stockholder shall transfer to such Proposed Purchaser all of the Oaktree Shares Purchaser, at the same price and upon the same terms and conditions in respect of any material term as such transfer by the KKR HoldersHolder, the percentage of shares of Stock held by Stockholder that equals the percentage of shares of Common Stock to be transferred by the KKR Holder (including shares subject to the Option in the event that the Option is to be transferred) relative to the number of Buyer Shares. In the event that the KKR Holders own at least 15% of the outstanding shares of the Common Stock on a fully diluted basis Sections 4(a), 4(b) and have signed an agreement, with respect to all KKR Shares, to vote in favor of or tender in connection with (a "Transaction Agreement"4(c) a business combination transaction entered into by the Company, then, upon the request of the KKR Holders, the Oaktree Investors will execute a Transaction Agreement with the same terms and conditions in all material respects as the Transaction Agreement signed by the KKR Holder. In the event that both Sections 2 and 3 hereto apply to a single transaction, the "drag-drag- along" rights set forth in this Section 3 will 4(c) shall have priority over the "tag-along" rights set forth in Section 2 Sections 4(a) and 4(b) above, and the "tag-tag- along" rights set forth in Section 2 will Sections 4(a) and 4(b) shall not become exercisable by the Oaktree Investors following a determination by Stockholder unless the KKR Holder shall have determined not to exercise its rights under this Section 34(c).