Stockholder Approval of Drag Along. Notwithstanding the foregoing, the JWC Holders shall not be permitted to exercise the rights set forth in this Section 2.4, (i) from the date hereof until the second anniversary of the date hereof, unless approved by Stockholders (including JWC Holders) holding in the aggregate at least 65% of the outstanding shares of Common Stock and (ii) from the second anniversary of the date hereof until the third anniversary of the date hereof, unless approved by Stockholders (including JWC Holders) holding in the aggregate at least 47% of the outstanding shares of Common Stock. If the JWC Holders are not permitted to exercise the rights set forth in this Section 2.4 between the second anniversary and the third anniversary of the date hereof because the approval required under clause (ii) of the immediately preceding sentence is not obtained, then the JWC Holders shall have the right to require the Company to purchase, by delivery of a written notice to the Company during the 30-day period after the date of the vote, and the Company shall be required to purchase, the number of Common Stock Equivalents proposed to be sold or exchanged by the JWC Holders in the transaction for which the required approval was not obtained under clause (ii) above, at fair market value, to be agreed in good faith by the JWC Holders and the Company (it being agreed that any nominees of the JWC Holders to the Board of Directors shall be excluded from all such deliberations) in consultation with at least two, but not more than three, nationally recognized investment banks. The closing of any purchase by the Company from the JWC Holders pursuant to this Section 2.4(d) shall take place at the principal office of the Company on such date as the Company shall specify to the JWC Holders in writing, but not more than 60 days after delivery by the JWC Holders to the Company of the notice to sell their Common Stock Equivalents to the Company pursuant to this Section 2.4(d). At such closing, the JWC Holders shall deliver to the Company, against payment by the Company of the purchase price for the JWC Holders' Common Stock Equivalents in cash (by wire transfer of immediately available funds to the JWC Holders), certificates and/or other instruments representing, together with stock or other appropriate powers duly endorsed with respect to, the JWC Holders' Common Stock Equivalents, free and clear of all Liens (other than pursuant to securities laws, this Agreement or a Stock Option Agreement). All of ...
