Common use of Sales or Other Events Clause in Contracts

Sales or Other Events. The Company shall give the Optionee at least five business days’ notice (or, if not practicable, such shorter notice as may be practicable) (the “Sale Notice”) prior to the anticipated date of the consummation of a sale by the NMP Entities of any of their shares of Common Stock to a Third Party (an “NMP Sale”). The Optionee shall be permitted to exercise the Option to the extent provided in this Section 4.2 in order to participate in the NMP Sale; provided, that, in the event of an NMP Sale in which the Optionee would be required to participate pursuant to Section 3.5 of the Optionee Shareholders’ Agreement were the Optionee then a party to such agreement, the Company may require the Optionee to exercise the Option to the extent necessary to enable the Optionee to participate therein or forfeit the Option (or portion thereof, as applicable). Notwithstanding anything in Section 4.1 to the contrary, in connection with an NMP Sale, the Option may be exercised to the extent of the excess, if any, of (a) the number of shares with respect to which the Optionee would be entitled to, or is being required to, participate in an NMP Sale, and will so participate, over (b) the number of shares previously issued to the Optionee upon exercise of the Option and not previously disposed of. Unless the Company elects to allow an earlier exercise of the Option, the exercise of an Option in connection with an NMP Sale shall be made in accordance with Section 5 and shall be made concurrently with the consummation of the NMP Sale, and, in the event the NMP Sale is not consummated, any notice of exercise submitted in connection with the NMP Sale shall be of no force or effect and the Option shall be exercisable thereafter to the extent it would have been exercisable if no Sale Notice or notice of exercise had been given. In lieu of permitting the Optionee to participate in a Public Offering of all or a portion of the shares of Common Stock owned by the NMP Entities (a “Secondary Public Offering”), the Company, at its option, may instead cause the Option and the underlying shares to be registered under applicable securities laws, or make other arrangements consistent with such laws, so as to permit the Optionee to sell for a period of time after the Secondary Public Offering the same number of shares that the Optionee would have been able to sell in the Secondary Public Offering but for this sentence.

Sales or Other Events. The Company shall give the Optionee at least five business days’ notice (or, if not practicable, such shorter notice as may be practicable) (the “Sale Notice”) prior to the anticipated date of the consummation of a sale by the NMP Entities of any of their shares of Common Stock to a Third Party (an “NMP Sale”). The Optionee shall be permitted to exercise the Option to the extent provided in this Section 4.2 4.3 in order to participate in the NMP Sale; provided, that, in the event of an NMP Sale in which the Optionee would be required to participate pursuant to Section 3.5 of the Optionee Shareholders’ Agreement were the Optionee then a party to such agreement, the Company may require the Optionee to exercise the Option to the extent necessary to enable the Optionee to participate therein or forfeit the Option (or portion thereof, as applicable). Notwithstanding anything in Section 4.1 to the contrary, in connection with an NMP Sale, the Option may be exercised to the extent of the excess, if any, of (a) the number of shares with respect to which the Optionee would be entitled to, or is being required to, participate in an NMP Sale, and will so participate, over (b) the number of shares previously issued to the Optionee upon exercise of the Option and not previously disposed of. Unless the Company elects to allow an earlier exercise of the Option, the exercise of an Option in connection with an NMP Sale shall be made in accordance with Section 5 and shall be made concurrently with the consummation of the NMP Sale, and, in the event the NMP Sale is not consummated, any notice of exercise submitted in connection with the NMP Sale shall be of no force or effect and the Option shall be exercisable thereafter to the extent it would have been exercisable if no Sale Notice or notice of exercise had been given. In lieu of permitting the Optionee to participate in a Public Offering of all or a portion of the shares of Common Stock owned by the NMP Entities (a “Secondary Public Offering”), the Company, at its option, may instead cause the Option and the underlying shares to be registered under applicable securities laws, or make other arrangements consistent with such laws, so as to permit the Optionee to sell for a period of time after the Secondary Public Offering the same number of shares that the Optionee would have been able to sell in the Secondary Public Offering but for this sentence.

Sales or Other Events. The Company shall give the Optionee at least five business days’ notice (or, if not practicable, such shorter notice as may be practicable) (the “Sale Notice”) prior to the anticipated date of the consummation of a sale by the NMP Entities of any of their shares of Common Stock to a Third Party (an “NMP Sale”). The Optionee shall be permitted to exercise the Option to the extent provided in this Section 4.2 in order to participate in the NMP Sale; provided, that, in the event of an NMP Sale in which the Optionee would be required to participate pursuant to Section 3.5 of the Optionee Shareholders’ Agreement were the Optionee then a party to such agreement, the Company may require the Optionee to exercise the Option to the extent necessary to enable the Optionee to participate therein or forfeit the Option (or portion thereof, as applicable). Notwithstanding anything in Section 4.1 to the contrary, in connection with an NMP Sale, the Option may be exercised to the extent of the excess, if any, of (a) the number of shares with respect to which the Optionee would be entitled to, or is being required to, participate in an NMP Sale, and will so participate, over (b) the number of shares previously issued to the Optionee upon exercise of the Option and not previously disposed of. Unless the Company elects to allow an earlier exercise of the Option, the exercise of an Option in connection with an NMP Sale shall be made in accordance with Section 5 and shall be made concurrently with the consummation of the NMP Sale, and, in the event the NMP Sale is not consummated, any notice of exercise submitted in connection with the NMP Sale shall be of no force or effect and the Option shall be exercisable thereafter to the extent it would have been exercisable if no Sale Notice or notice of exercise had been given. In lieu of permitting the Optionee to participate in a Public Offering of all or a portion of the shares of Common Stock owned by the NMP Entities (a “Secondary Public Offering”), the Company, at its option, may instead cause the Option and the underlying shares to be registered under applicable securities laws, or make other arrangements consistent with such laws, so as to permit the Optionee to sell for a period of time after the Secondary Public Offering the same number of shares that the Optionee would have been able to sell in the Secondary Public Offering but for this sentence.

Sales or Other Events. The Company shall give the Optionee at least five business 10 days’ ' notice (or, if not practicable, such shorter notice as may be practicable) (the “Sale Notice”) prior to the anticipated date of the consummation of a sale by Total Sale (as hereinafter defined) or the NMP Entities anticipated date of any the consummation of their shares of Common Stock to a Third Party Partial Sale (an “NMP Sale”as hereinafter defined) (the "Sale Notice"). The Upon receipt of the Sale Notice, and for a period of five days thereafter (or such shorter period as the Board of Directors of the Company shall determine and so notify the Optionee), the Optionee shall be permitted to exercise the Option to the extent provided in this Section 4.2 in order to participate in 4.2, whether or not the NMP SaleOption was otherwise so exercisable on the date the Sale Notice was given; provided, that, in the event of an NMP a Total Sale or a Partial Sale in which the Optionee would be required to participate pursuant to Section 3.5 2.3 or 2.4 of the Optionee Shareholders’ Stockholder's Agreement attached hereto as Exhibit A (the "Stockholder's Agreement") were the Optionee then a party to such agreement, the Company may require the Optionee to exercise the Option to the extent necessary to enable the Optionee to participate therein or to forfeit the Option (or portion thereof, as applicable). Notwithstanding anything in Section 4.1 to In the contrary, in connection with an NMP case of a Total Sale, the Option may be exercised in whole or in part for up to the extent full amount of the shares of Class A Common Stock covered thereby (less the number of shares previously acquired by the Optionee upon exercise of the Option, if any). In the case of a Partial Sale, the Option may be exercised in whole or in part, but not for more than the excess, if any, of (a) the number of shares with respect to which the Optionee would be entitled to, or is being required to, to participate in an NMP Salethe Partial Sale pursuant to Section 2.2 or 2.3, as applicable, of the Stockholder's Agreement (if the number of shares issuable pursuant to the unexercised portion of the Option were deemed shares held by the Optionee), and will so participate, over (b) the number of shares previously issued to the Optionee upon exercise of the Option and not previously disposed ofof in a prior Partial Sale. Unless the Company elects to allow an earlier exercise of the Option, the exercise of an Option in connection with an NMP Sale shall be made in accordance with Section 5 and shall be made concurrently with the consummation of the NMP Sale, and, in In the event the NMP Total Sale or Partial Sale is not consummated, any notice of exercise submitted in connection with the NMP Sale shall be of no force or effect and the Option will be deemed not to have been exercised and shall be exercisable thereafter to the extent it would have been exercisable if no Sale Notice or such notice of exercise had been given. In lieu of permitting or requiring the Optionee to participate exercise the Option in the event of a Total Sale, the Board of Directors of the Company, in its sole discretion, may instead cause the Company to redeem the unexercised portion of the Option pursuant to Section 7 hereof. In lieu of permitting the Optionee to exercise the Option in connection with a Public Offering of all or a portion of the shares of Class A Common Stock owned by the NMP Entities FL & Co. Companies (a “Secondary an "FL Public Offering”"), the Company, at its option, may instead cause the Option and the underlying shares to be registered under applicable securities laws, laws or make other arrangements consistent with such laws, so as to permit the Optionee to sell for a period of time after the Secondary FL Public Offering the same number of shares that the Optionee he or she would have been able to sell in the Secondary FL Public Offering but for this sentence.

Sales or Other Events. The Company shall give the Optionee at least five business 10 days’ ' notice (or, if not practicable, such shorter notice as may be practicable) (the “Sale Notice”) prior to the anticipated date of the consummation of a sale by Total Sale (as hereinafter defined) or the NMP Entities anticipated date of any the consummation of their shares of Common Stock to a Third Party Partial Sale (an “NMP Sale”as hereinafter defined) (the "Sale Notice"). The Upon receipt of the Sale Notice, and for a period of five days thereafter (or such shorter period as the Board of Directors of the Company shall determine and so notify the Optionee), the Optionee shall be permitted to exercise the Option to the extent provided in this Section 4.2 in order to participate in 4.2, whether or not the NMP SaleOption was otherwise so exercisable on the date the Sale Notice was given; provided, that, in the event of an NMP a Total Sale or a Partial Sale in which the Optionee would be required to participate pursuant to Section 3.5 2.3 or 2.4 of the Optionee Shareholders’ Stockholder's Agreement attached hereto as Exhibit A (the "Stockholder's Agreement") were the Optionee then a party to such agreement, the Company may require the Optionee to exercise the Option to the extent necessary to enable the Optionee to participate therein or to forfeit the Option (or portion thereof, as applicable). Notwithstanding anything in Section 4.1 to In the contrary, in connection with an NMP case of a Total Sale, the Option may be exercised in whole or in part for up to the extent full amount of the shares of Common Stock covered thereby (less the number of shares previously acquired by the Optionee upon exercise of the Option, if any). In the case of a Partial Sale, the Option may be exercised in whole or in part, but not for more than the excess, if any, of (a) the number of shares with respect to which the Optionee would be entitled to, or is being required to, to participate in an NMP Salethe Partial Sale pursuant to Section 2.2 or 2.3, as applicable, of the Stockholder's Agreement (if the number of shares issuable pursuant to the unexercised portion of the Option were deemed shares held by the Optionee), and will so participate, over (b) the number of shares previously issued to the Optionee upon exercise of the Option and not previously disposed ofof in a prior Partial Sale. Unless the Company elects to allow an earlier exercise of the Option, the exercise of an Option in connection with an NMP Sale shall be made in accordance with Section 5 and shall be made concurrently with the consummation of the NMP Sale, and, in In the event the NMP Total Sale or Partial Sale is not consummated, any notice of exercise submitted in connection with the NMP Sale shall be of no force or effect and the Option will be deemed not to have been exercised and shall be exercisable thereafter to the extent it would have been exercisable if no Sale Notice or such notice of exercise had been given. In lieu of permitting or requiring the Optionee to participate exercise the Option in the event of a Public Offering Total Sale, the Board of Directors of the Company, in its sole discretion, may instead cause the Company to redeem the unexercised portion of the Option pursuant to Section 7 hereof. In lieu of permitting the Optionee to exercise the Option in connection with a public offering of all or a portion of the shares of Common Stock owned by the NMP Entities FL & Co. Companies (a “Secondary an "FL Public Offering”"), the Company, at its option, may instead cause the Option and the underlying shares to be registered under applicable securities laws, laws or make other arrangements consistent with such laws, so as to permit the Optionee to sell for a period of time after the Secondary FL Public Offering the same number of shares that the Optionee he or she would have been able to sell in the Secondary FL Public Offering but for this sentence.

Sales or Other Events. The Company shall give the Optionee at least five business 10 days’ ' notice (or, if not practicable, such shorter notice as may be practicable) (the “Sale Notice”) prior to the anticipated date of the consummation of a sale by Total Sale (as hereinafter defined) or the NMP Entities anticipated date of any the consummation of their shares of Common Stock to a Third Party Partial Sale (an “NMP Sale”as hereinafter defined) (the "Sale Notice"). The Upon receipt of the Sale Notice, and for a period of five days thereafter (or such shorter period as the Board shall determine and so notify the Optionee), the Optionee shall be permitted to exercise the Option to the extent provided in this Section 4.2 in order to participate in 4.3, whether or not the NMP SaleOption was otherwise so exercisable on the date the Sale Notice was given; provided, that, in the event of an NMP a Total Sale or a Partial Sale in which the Optionee would be required to participate pursuant to Section 3.5 of the Stockholder's Agreement governing the rights, duties and obligations of the Optionee Shareholders’ Agreement with respect to shares of Class A Common Stock purchased by the Optionee upon the exercise of the Option (the "Stockholder's Agreement") were the Optionee then a party to such agreement, the Company may require the Optionee to exercise the Option to the extent necessary to enable the Optionee to participate therein or to forfeit the Option (or portion thereof, as applicable). Notwithstanding anything in Section 4.1 to In the contrary, in connection with an NMP case of a Total Sale, the Option may be exercised in whole or in part for up to the extent full amount of the shares of Class A Common Stock covered thereby (less the number of shares previously acquired by the Optionee upon exercise of the Option, if any). In the case of a Partial Sale, the Option may be exercised in whole or in part, but not for more than the excess, if any, of (a) the number of shares with respect to which the Optionee would be entitled to, or is being required to, to participate in an NMP Salethe Partial Sale pursuant to Section 3.3 or 3.4, as applicable, of the Stockholder's Agreement, and will so participate, over (b) the number of shares previously issued to the Optionee upon exercise of the Option and not previously disposed ofof in a prior Partial Sale. Unless the Company elects to allow an earlier exercise of the Option, the exercise of an Option in connection with an NMP Sale shall be made in accordance with Section 5 and shall be made concurrently with the consummation of the NMP Sale, and, in In the event the NMP Total Sale or Partial Sale is not consummated, any notice of exercise submitted in connection with the NMP Sale shall be of no force or effect and the Option will be deemed not to have been exercised and shall be exercisable thereafter to the extent it would have been exercisable if no Sale Notice or such notice of exercise had been given. In lieu of permitting or requiring the Optionee to participate exercise the Option in the event of a Total Sale, the Board, in its sole discretion, may instead cause the Company to redeem the unexercised portion of the Option pursuant to Section 9 hereof. In lieu of permitting the Optionee to exercise the Option in connection with a Public Offering of all or a portion of the shares of Class A Common Stock owned by Forstmann Little & Co. Equity Partnership-VI, L.P., Forstmann Little & Co. Subordinated Debt and Equity Management Buyout Partnership-VII, L.P., Forstmann Little & Co. Equity Partnership-VII, L.P., and Forstmann Little & Co. Subordinated Debt and Equity Management Buyout Partnership-VIII, L.P., each a Delaware limited partnership (collectively, the NMP Entities "FL & Co. Companies") (a “Secondary an "FL Public Offering”"), the Company, at its option, may instead cause the Option and the underlying shares to be registered under applicable securities laws, laws or make other arrangements consistent with such laws, so as to permit the Optionee to sell for a period of time after the Secondary FL Public Offering the same number of shares that the Optionee he would have been able to sell in the Secondary FL Public Offering but for this sentence.