Common use of Take-Along Rights Clause in Contracts

Take-Along Rights. a) At least forty (40) days prior to any proposed sale, transfer, assignment, pledge or other disposal (each, a "TRANSFER") of Shareholder Shares (other than a Public Sale) by any Shareholder (the "SELLER"), such Seller shall deliver a written notice (the "SALE NOTICE") to each other Shareholder, specifying in reasonable detail the identity of the prospective transferee(s) and the terms and conditions of the Transfer. The other Shareholders may elect to participate in the contemplated Transfer by delivering written notice to the Seller within twenty (20) days after delivery of the Sale Notice. If any of the Shareholders have elected to participate in such Transfer (the "PARTICIPATING SHAREHOLDERS"), the Seller and such Participating Shareholders shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Shareholder Shares equal to the product of (i) the quotient determined by dividing the number of Common Equivalent Shares owned by the Participating Shareholder by the aggregate number of Common Equivalent Shares owned by the Seller and all Participating Shareholders participating in such sale multiplied by (ii) the number of Shareholder Shares to be sold in the contemplated Transfer. For example, if the Sale Notice contemplated a sale of 100 Shareholder Shares by the Seller, and if the Seller at such time owns 200 of the Shareholder Shares and if one Participating Shareholder elects to participate and owns 300 of the Shareholder Shares, the Seller would be entitled to sell 40 shares (200/500 x 100 shares) and the Participating Shareholder would be entitled to sell 60 shares (300/500 x 100 (shares) The Seller covenants and agrees to use its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Shareholders in any contemplated Transfer, and the Seller covenants and agrees not to transfer any of his, her or its Shareholder Shares to the prospective transferee(s) if the prospective transferee(s) declines to allow the participation of any of the Shareholders.

Take-Along Rights. (a) At least forty (40) days prior In the event that, after the Separability Date, any of the Stockholders proposes to any proposed sale, transfer, assignment, pledge or other disposal (each, a "TRANSFER") of Shareholder Shares transfer (other than in a Public Salebona fide public distribution pursuant to an effective Registration Statement under the Securities Act) in a single transaction or a series of related transactions a number of shares of Common Stock greater than or equal to 10% of the shares of Common Stock collectively owned by any Shareholder the Stockholders on the date hereof to a Non-Qualified Transferee, such Stockholders (the "SELLERSelling Stockholders"), such Seller ) shall deliver a give written notice (the "SALE NOTICETake-Along, Notice") to each other Shareholder, specifying in reasonable detail the identity Holders of Common Stock (the "Non-Selling Stockholders") stating (i) the name and address of the prospective transferee(sNon-Qualified Transferee, (ii) the price and terms upon which the Non-Qualified Transferee proposes to purchase Shares owned by any Stockholder and (iii) the number of shares proposed to be transferred to the Non-Qualified Transferee. The Non-Selling Stockholders each shall have the irrevocable and exclusive option, but not the obligation (the "Take-Along Option"), to sell to the Non-Qualified Transferee, up to such number of Shares proposed to be sold by the Selling Stockholders (the "Included Shares") determined in accordance with Section 3.3(b), at the price and on the terms and conditions set forth in the Take-Along Notice. The Take-Along Option shall be exercised by any or all of the Transfer. The other Shareholders may elect to participate in the contemplated Transfer Non-Selling Stockholders by delivering giving written notice to the Seller Selling Stockholders proposing to make such transfer, within twenty (20) ten business days after delivery of receipt of the Sale Take-Along Notice. If any of indicating its election to exercise the Shareholders have elected to participate in such Transfer Take-Along Option (the "PARTICIPATING SHAREHOLDERSParticipating Stockholders"). Failure by any Non- Selling Stockholder to give such notice within the ten business day period shall be deemed an election by such Non-Selling Stockholder not to sell its Shares pursuant to that Take-Along Notice. The closing with respect to any sale to a Non-Qualified Transferee pursuant to this Section shall be held at the time and place specified in the Take-Along Notice but in any event within 30 days of the date the Take-Along Notice is given; provided that if through the exercise of reasonable efforts the Selling Stockholders are unable to cause such transaction to close within 30 days, such period may be extended for such reasonable period of time as may be necessary to close such transaction. Consummation of the sale of shares by any Selling Stockholder to a Non-Qualified Transferee shall be conditioned upon consummation of the sale by each Participating Stockholder to such NonQualified Transferee of the Included Shares, if any. As used in this Section 3 )3(a), the Seller term "transfer" shall be deemed to include all transactions or series of transactions pursuant to which beneficial ownership of Common Stock is succeeded, directly or indirectly, to a Non-Qualified Transferee, regardless of the number or type of intermediate entities or transactions between a Management Stockholder and such Participating Shareholders shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Shareholder Shares equal to the product of (i) the quotient determined by dividing the number of Common Equivalent Shares owned by the Participating Shareholder by the aggregate number of Common Equivalent Shares owned by the Seller and all Participating Shareholders participating in such sale multiplied by (ii) the number of Shareholder Shares to be sold in the contemplated Transfer. For example, if the Sale Notice contemplated a sale of 100 Shareholder Shares by the Seller, and if the Seller at such time owns 200 of the Shareholder Shares and if one Participating Shareholder elects to participate and owns 300 of the Shareholder Shares, the Seller would be entitled to sell 40 shares (200/500 x 100 shares) and the Participating Shareholder would be entitled to sell 60 shares (300/500 x 100 (shares) The Seller covenants and agrees to use its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Shareholders in any contemplated Transfer, and the Seller covenants and agrees not to transfer any of his, her or its Shareholder Shares to the prospective transferee(s) if the prospective transferee(s) declines to allow the participation of any of the ShareholdersNon-Qualified Transferee.

Take-Along Rights. (a) At least forty (40) days prior to Promptly after any proposed sale, transfer, assignment, pledge ----------------- one or other disposal (each, a "TRANSFER") of Shareholder Shares (other than a Public Sale) by any more Principal Shareholder (the "SELLERSelling Shareholder") determines to offer for sale or otherwise dispose of (a "sale"), all or any portion of the Common Stock of the Company owned by such Seller Selling Shareholder to any Person other than an Affiliate (as defined in section 3 of this Second Amendment) of such Selling Shareholder (a "Third Party Purchaser"), and if as a consequence of such sale the Principal Shareholders as a group would in the aggregate own fewer than 80% of the aggregate number of shares of Common Stock indicated on Exhibit A, then the Selling Shareholder shall deliver a give written notice (the a "SALE NOTICETake-Along Notice") to each other Shareholderthe Wand/IMA Partnership and WPI at the address stated at the beginning of this letter, specifying in reasonable detail the identity name of the prospective transferee(s) Third Party Purchaser, the number of shares of Common Stock intended to be sold, the purchase price and the all other relevant terms and conditions of such sale. You shall have the Transfer. The other Shareholders may elect to participate in the contemplated Transfer by delivering written notice to the Seller within twenty (20) days after delivery of the Sale Notice. If any of the Shareholders have elected to participate in such Transfer option (the "PARTICIPATING SHAREHOLDERSTake-Along Option") to sell up to such number of shares of Common Stock determined in accordance with paragraph (b) of this section (the "Other Included Shares"), the Seller and such Participating Shareholders shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms, terms received by the Selling Shareholder. The Take-Along Option shall be exercised by you by delivering a number of Shareholder Shares equal written notice to the product Selling Shareholder (an "Exercise Notice"), within five Business Days of the delivery of the Take-Along Notice, indicating your election to exercise the Take-Along Notice or Exercise Notice shall be deemed delivered for purposes of this Agreement (i) if given by telex or telecopy, when such telex or telecopy is transmitted to the quotient determined recipient's telex or telecopy number and the appropriate answer back or acknowledgment of receipt is received or (ii) if given by dividing mail, 72 hours after such notice is deposited in the U.S. mail, return receipt requested. Failure by you to deliver an Exercise Notice to the Selling Shareholder shall constitute a binding agreement by your to sell up to the number of Common Equivalent Shares owned by the Participating Shareholder by the aggregate number shares of Common Equivalent Shares owned Stock specified in such Exercise Notice at the price and on the terms stated in the Take-Along Notice, unless such Exercise Notice is revoked by a written instrument delivered in the Seller and manner specified above to the Selling Shareholder at least 24 hours prior to the time that the Selling shareholder enters into a legally binding commitment to sell such shares of Common Stock. the Selling Shareholder shall not sell shares of Common Stock to a Third Party Purchaser unless all Participating Shareholders participating Other Included Shares, if any have been elected pursuant to this Agreement, are included in such sale multiplied by (ii) the number of Shareholder Shares to be sold in the contemplated Transfer. For example, if the Sale Notice contemplated a sale of 100 Shareholder Shares by the Seller, and if the Seller at such time owns 200 of the Shareholder Shares and if one Participating Shareholder elects to participate and owns 300 of the Shareholder Shares, the Seller would be entitled to sell 40 shares (200/500 x 100 shares) and the Participating Shareholder would be entitled to sell 60 shares (300/500 x 100 (shares) The Seller covenants and agrees to use its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Shareholders in any contemplated Transfer, and the Seller covenants and agrees not to transfer any of his, her or its Shareholder Shares to the prospective transferee(s) if the prospective transferee(s) declines to allow the participation of any of the Shareholdersaccordance with this section.

Take-Along Rights. (a) At least forty (40) days prior to any proposed sale, transfer, assignment, pledge or other disposal (each, a "TRANSFER") of Shareholder Shares (other than a Public Sale) by Promptly after any Shareholder (the ----------------- "SELLERSelling Shareholder") determines to offer for sale or otherwise dispose of (a "sale"), all or any portion of the Common Stock of the Company owned by such Seller Selling Shareholder to any Person other than an Affiliate (as defined in section 8 of this Agreement) of such Selling Shareholder (a "Third Party Purchaser"), and if as a consequence of such sale the Shareholders as a group would in the aggregate own less than 65% of the Common Stock on a fully diluted basis, then the Selling Shareholder shall deliver a give written notice (the "SALE NOTICEa"Take-Along Notice") to each other Shareholderyou at your address for notices under the Purchase Agreement, specifying in reasonable detail the identity name of the prospective transferee(s) and Third Party Purchaser, the number of shares of Common Stock intended to be sold, the purchase price, all other relevant terms and conditions of the Transfer. The other Shareholders may elect to participate such sale, and whether such sale will result in the contemplated Transfer by delivering written notice to the Seller within twenty a Change in Control (20as defined in section 16(a) days after delivery of the Sale NoticeWarrants). If any of You and Xxxxxx X. Xxxx shall have the Shareholders have elected to participate in such Transfer option (the "PARTICIPATING SHAREHOLDERSTake-Along Option") to sell up to such number of shares of Common Stock determined in accordance with paragraph (b) of this section (the "Other Included Shares"), the Seller and such Participating Shareholders shall be entitled to sell in the contemplated Transfer, at the same price and on the same termsterms received by the Selling Shareholder. The Take-Along Option shall be exercised by you by delivering a written notice to the Selling Shareholder (an "Exercise Notice"), a within five Business Days of the delivery of the Take-Along Notice, indicating your election to exercise the Take-Along Option and specifying the number of Shareholder Shares equal shares of Common Stock to the product be included. A Take-Along Notice or Exercise Notice shall be deemed delivered for purposes of this Agreement (i) if given by telex or telecopy, when such telex or telecopy is transmitted to the quotient determined recipient's telex or telecopy number and the appropriate answer back or acknowledgment of receipt is received or (ii) if given by dividing mail, 72 hours after such notice is deposited in the U.S. mail with first class postage pre-paid. Failure by you to deliver an Exercise Notice to the Selling Shareholder within such five Business Day period shall be deemed an election by you not to exercise the Take-Along Option with respect to such Take-Along Notice. The delivery of an Exercise Notice to the Selling Shareholder shall constitute a binding agreement by you to sell up to the number of Common Equivalent Shares owned by the Participating Shareholder by the aggregate number shares of Common Equivalent Shares owned Stock specified in such Exercise Notice at the price and on the terms stated in the Take-Along Notice, unless such Exercise Notice is revoked by a written instrument delivered in the Seller and manner specified above to the Selling Shareholder at least 24 hours prior to the time that the Selling Shareholder enters into a legally binding commitment to sell such shares of Common Stock. The Selling Shareholder shall not sell shares of Common Stock to a Third Party Purchaser unless all Participating Shareholders participating Other Included Shares, if any have been elected pursuant to this Agreement, are included in such sale multiplied by (ii) the number of Shareholder Shares to be sold in the contemplated Transfer. For example, if the Sale Notice contemplated a sale of 100 Shareholder Shares by the Seller, and if the Seller at such time owns 200 of the Shareholder Shares and if one Participating Shareholder elects to participate and owns 300 of the Shareholder Shares, the Seller would be entitled to sell 40 shares (200/500 x 100 shares) and the Participating Shareholder would be entitled to sell 60 shares (300/500 x 100 (shares) The Seller covenants and agrees to use its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Shareholders in any contemplated Transfer, and the Seller covenants and agrees not to transfer any of his, her or its Shareholder Shares to the prospective transferee(s) if the prospective transferee(s) declines to allow the participation of any of the Shareholdersaccordance with this section.

Take-Along Rights. (a) At least forty If Austin Ventures A or Austin Ventures B (40each a "Seller") days prior to proposes (whether alone or with Austin Ventures A or Austin Ventures B, as the case may be) any proposed sale, transfer, assignment, pledge exchange or other disposal disposition for value of Class A Stock (eachor any securities convertible Into or exercisable Or exchangeable for Class A Stock, including, without limitation, the Preferred Stock), other than (i) in a public offering pursuant to an effective registration statement under the Securities Act of Class A Stock (or any securities convertible into or exercisable or exchangeable for Class A Stock, including, without limitation, the Preferred Stock), (ii) a distribution by Seller of Class A Stock (or any securities convertible into or exercisable or exchangeable for Class A Stock, including, without limitation, the Preferred Stock) to its limited partners after a public offering of such Class A Stock or other securities pursuant to an effective registration statement under the Securities Act, (iii) a sale which, when aggregated with all prior sales by such Seller and Austin Ventures A or Austin Ventures B (as the case may be) of Class A Stock (or any securities convertible into or exercisable or exchangeable for Class A Stock, including, without limitation, the Preferred Stock), constitutes less than 33-1/3% of the Preferred Stock and less than a majority of the voting capital stock of the Company (any such non-excluded sale, transfer, exchange or other disposition for value being referred to in this Agreement as a "TRANSFER") of Shareholder Shares (other than a Public Proposed Sale) by any Shareholder (the "SELLER"), such then Seller shall deliver a written notice (the "SALE NOTICE") make all necessary contractual arrangements in order to permit each other Shareholder, specifying in reasonable detail the identity of the prospective transferee(s) and the terms and conditions of the Transfer. The other Shareholders may elect Holder to participate as seller in the contemplated Transfer by delivering written notice to the Seller within twenty (20) days after delivery Proposed Sale such that each Holder exercising his or its right of the Sale Notice. If any of the Shareholders have elected to participate in such Transfer (the "PARTICIPATING SHAREHOLDERS"), the Seller and such Participating Shareholders co-sale hereunder shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a up to that number of Shareholder the issued Warrant Shares owned immediately prior to the sale equal to the product of (iA) one share of Class B Stock for each share of the quotient determined by dividing Class A Stock (or shares of Class A Stock issuable upon conversion, exercise or exchange of other securities, including, without limitation, the number of Common Equivalent Shares owned by Preferred Stock) that the Participating Shareholder by the aggregate number of Common Equivalent Shares owned by the Seller and all Participating Shareholders participating in such sale multiplied by proposed purchaser (iia "Proposed Purchaser") the number of Shareholder Shares is willing to be sold acquire in the contemplated Transfer. For exampleProposed Sale, if times (B) such Holder's percentage ownership, immediately prior to the Sale Notice contemplated a sale sale, of 100 Shareholder Shares by the Sellerall outstanding Common Stock of all classes (assuming for purposes hereof full exercise of all outstanding options, warrants and if the Seller at such time owns 200 rights to acquire Common Stock of the Shareholder Shares and if one Participating Shareholder elects to participate and owns 300 of the Shareholder Sharesany class, including, without limitation, the Seller would be entitled to sell 40 shares (200/500 x 100 shares) Warrants and the Participating Shareholder would be entitled to sell 60 shares (300/500 x 100 (shares) The Seller covenants and agrees to use its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Shareholders in any contemplated Transfer, and the Seller covenants and agrees not to transfer any of his, her or its Shareholder Shares to the prospective transferee(s) if the prospective transferee(s) declines to allow the participation of any of the ShareholdersPreferred Stock).

Take-Along Rights. aIf any Stockholder and/or group of Stockholders (collectively, the "Sellers") At least forty determines, in one transaction and/or a series of related transactions, to Transfer Shares representing sixty-six percent (4066%) days prior or more of the then outstanding Common Stock to any proposed salenon-related Person, transfer, assignment, pledge or other disposal (each, a "TRANSFER") of Shareholder Shares (other than a Public Sale) by any Shareholder (the "SELLER"), such Seller shall Sellers may deliver a written notice (the a "SALE NOTICESale Notice") to each other Shareholder, specifying in reasonable detail the identity of the prospective transferee(sStockholders, not including the Sellers (the "Remaining Stockholders"). The Sale Notice shall specify the Person to whom the Sellers propose to Transfer their Shares (the "Proposed Buyer"), the nature of the proposed transaction, the form and amount of consideration per Share proposed to be received by the Sellers (the "Sale Price"), the terms of payment of such consideration (the "Sale Terms"), and the date on which the proposed Transfer is to occur (which date shall be not less than thirty-one (31) nor more than ninety (90) day after the date of the Sale Notice) and the terms and conditions of the such Transfer. The other Shareholders may elect Upon receipt of a Sale Notice, each Remaining Stockholder, subject to participate the last sentence of this Article V, shall be obligated to (i) sell all Shares owned by such Remaining Stockholder to the Proposed Buyer (and in the contemplated Transfer by delivering written notice case of a proposed transaction including the sale of substantially all of the assets of the Corporation or a merger, each Remaining Stockholder shall be obligated to vote in favor of such transaction), on the Sale Terms and at the Sale Price and upon the same terms and conditions as the Sellers, except that (A) such Remaining Stockholder shall not be required to make any representation regarding the title of any other seller to the Seller within twenty Shares being sold by such other seller or the authority of any other seller and (20B) days after delivery such Remaining Stockholder may be required to provide indemnification solely with respect to (1) such Remaining Stockholder's own title and authority and (2) on a pro rata basis based on the total number of Shares being sold, the assets, liabilities and business of the Corporation; and (ii) otherwise take all necessary action to cause the consummation of such transaction, including voting its Shares in favor of such transaction and not exercising any appraisal rights in connection therewith. Upon the consummation of any Transfer subject to this Article V, this Agreement shall be terminated and of no further force and effect. If the Sellers give a Sale Notice under this Article V, provided the Proposed Buyer buys the Shares of the Remaining Stockholders as contemplated hereby, the provisions of Article IV, hereof, shall not apply to the Transfer in question. In any case, the Remaining Stockholders shall not be required to sell their Shares as contemplated hereby unless the Sellers complete the sale of the Sellers' Shares as described in the Sale Notice. If any of the Shareholders have elected to participate in such Transfer (the "PARTICIPATING SHAREHOLDERS"), the Seller and such Participating Shareholders shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Shareholder Shares equal to the product of (i) the quotient determined by dividing the number of Common Equivalent Shares owned by the Participating Shareholder by the aggregate number of Common Equivalent Shares owned by the Seller and all Participating Shareholders participating in such sale multiplied by (ii) the number of Shareholder Shares to be sold in the contemplated Transfer. For example, if the Sale Notice contemplated a sale of 100 Shareholder Shares by the Seller, and if the Seller at such time owns 200 of the Shareholder Shares and if one Participating Shareholder elects to participate and owns 300 of the Shareholder Shares, the Seller would be entitled to sell 40 shares (200/500 x 100 shares) and the Participating Shareholder would be entitled to sell 60 shares (300/500 x 100 (shares) The Seller covenants and agrees to use its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Shareholders in any contemplated Transfer, and the Seller covenants and agrees not to transfer any of his, her or its Shareholder Shares to the prospective transferee(s) if the prospective transferee(s) declines to allow the participation of any of the Shareholders.

Take-Along Rights. a) At least forty (40) days prior to any In the case of a proposed sale, transfer, assignment, pledge or other disposal (each, a "TRANSFER") sale of Shareholder Shares (other than a Public Sale) by pursuant to Section 2.2), if, at any time after the Initial Share Holding Period, any Shareholder or Shareholders holding, in the aggregate, at least a majority of the aggregate outstanding Ordinary Shares and Non-Voting Ordinary Shares (such Shareholder or Shareholders, the "SELLERMajority Shareholders") receive an offer from a third party (a "Take-Along Buyer") to purchase or otherwise acquire at least a majority of the aggregate outstanding Ordinary Shares and Non-Voting Ordinary Shares, the Company shall, at the request of such Majority Shareholders and subject to approval by the Board (in accordance with Article V), such Seller shall deliver a written notice (the a "SALE NOTICETake-Along Notice") to each other ShareholderShareholder (the "Take-Along Shareholders"), specifying in reasonable detail stating that such Majority Shareholders wish to exercise their rights under this Section 2.6 with respect to such Transfer, setting forth the identity name and address of the prospective transferee(sTake-Along Buyer, the proposed amount and form of consideration and transaction (and if such consideration consists in part or in whole of property other than cash, the Majority Shareholders will provide such information, to the extent reasonably available to the Majority Shareholders, relating to such non-cash consideration as the Take-Along Shareholders together may reasonably request in order to evaluate such non-cash consideration) and the other terms and conditions offered by the Take-Along Buyer, including the number of Ordinary Shares and any Preferred Shares proposed to be Transferred. Upon delivery of a Take-Along Notice, each Take-Along Shareholder shall be required to Transfer that percentage of its Preferred Shares and that percentage of its Ordinary Shares (including for these purposes Non-Voting Ordinary Shares) equal to the percentage of the Transfer. The other Preferred Shares and/or Ordinary Shares (including for these purposes Non-Voting Ordinary Shares) (as the case may be) held by the Majority Shareholders may elect to participate in the contemplated Transfer by delivering written notice to the Seller within twenty (20) days after delivery of the Sale Notice. If any of the Shareholders have elected to participate in such Transfer (the "PARTICIPATING SHAREHOLDERS"), the Seller and such Participating Shareholders shall be entitled to sell in the contemplated Transfer, being transferred at the same price per Preferred Share and/or Ordinary Share (including for these purposes Non-Voting Ordinary Shares) (as the case may be) and on upon the terms, conditions, and provisions, if any, of the offer so accepted by the Majority Shareholders, including making the same termsrepresentations, a number warranties, covenants, indemnities and agreements that the Majority Shareholders agree to make (except that, in the case of Shareholder Shares equal representations, warranties, conditions, covenants, indemnities and agreements pertaining specifically to the product Majority Shareholders, each Shareholder shall make the comparable representations, warranties, covenants, indemnities and agreements and shall agree to comparable conditions, in each case to the extent applicable and pertaining specifically to itself and only to itself); provided that all representations, warranties, covenants, indemnities and agreements (other than those referred to in the immediately preceding exception) shall be made by each Majority Shareholder and each Take-Along Shareholder severally and not jointly and that any liability of (i) the quotient Majority Shareholders and the Take-Along Shareholders thereunder shall be borne by each of them on a pro rata basis determined by dividing according to the number of Common Equivalent Ordinary Shares owned (including for these purposes Non-Voting Ordinary Shares) sold by each of them. In the Participating event that any such Transfer is structured as a merger, consolidation or similar business combination, each Take-Along Shareholder by the aggregate number of Common Equivalent Shares owned by the Seller and all Participating Shareholders participating agrees to vote in such sale multiplied by (ii) the number of Shareholder Shares to be sold in the contemplated Transfer. For example, if the Sale Notice contemplated a sale of 100 Shareholder Shares by the Seller, and if the Seller at such time owns 200 favor of the Shareholder Shares transaction and if one Participating Shareholder elects take all action to participate and owns 300 of the Shareholder Shareswaive any dissenters, the Seller would be entitled to sell 40 shares (200/500 x 100 shares) and the Participating Shareholder would be entitled to sell 60 shares (300/500 x 100 (shares) The Seller covenants and agrees to use its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Shareholders in any contemplated Transfer, and the Seller covenants and agrees not to transfer any of his, her appraisal or its Shareholder Shares to the prospective transferee(s) if the prospective transferee(s) declines to allow the participation of any of the Shareholdersother similar rights.