Common use of Take-Along Rights Clause in Contracts

Take-Along Rights. (a) In the event that at any time (i) NIplc or any of its affiliates (including, without limitation, GRS Holding Company Limited ("GRSH") and Hercules Limited, which also beneficially own, directly or indirectly, the shares of Merger Sub Common Stock beneficially owned by NIplc, but, for the avoidance of any doubt, excluding Xxxxxxx & Xxxxx, Inc. or any of its affiliates), as the case may be (each, a "Selling Entity"), proposes to sell for cash or any other consideration, either directly or indirectly (by way of the sale of beneficial ownership interest in any such affiliate or otherwise), any shares of Surviving Corporation Common Stock owned by it, in any transaction other than (x) a public offering of securities, (y) a sale or other transfer to one of their affiliates or (z) a sale or other transfer of beneficial ownership in (A) up to 9,000,000 shares of Surviving Corporation Common Stock to Xxxxxxx & Xxxxx, Inc. or any of its affiliates or (B) up to 12,000,000 shares of Surviving Corporation Common Stock to GRSH (a "Proposed Sale") and (ii) such Proposed Sale, when considered together with previous direct or indirect sales of Surviving Corporation Common Stock by the Selling Entity and any of its affiliates (other than (1) sales or other transfers to one of their affiliates or (2) sales or other transfers of beneficial ownership in the shares of Surviving Corporation Common Stock referred to in clause (z) above), would constitute the sale of the direct or indirect beneficial ownership of more than 25% of the outstanding shares of Surviving Corporation Common Stock, then the Selling Entity will notify the Purchaser or the Purchaser's Estate or Purchaser's Trust (as such terms are defined in Section 4(a) of the Subscription Agreement), as the case may be, in writing (a "Notice") of such proposed sale and the material terms of the Proposed Sale as of the date of the Notice (the "Material Terms") promptly, and in any event not less than 15 days prior to the consummation of the Proposed Sale and not more than 5 days after the execution of the definitive agreement relating to the Proposed Sale, if any (the "Sale Agreement"). (b) If (i) within 10 days of the Purchaser's or the Purchaser's Estate's or Purchaser's Trust's, as the case may be, receipt of such Notice the Selling Entity receives from the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may be, a written request (a "Request") to include shares of Surviving Corporation Common Stock held by the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may be, in the Proposed Sale (which Request shall be irrevocable unless (x) there shall be a material adverse change in the Material Terms (including, without limitation, a change in the Material Terms that would result in the sale price being decreased by more than 10% from that set forth in the Notice) or (y) if otherwise mutually agreed to in writing by the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may be, and the Selling Entity) or (ii) notwithstanding that the Purchaser, the Purchaser's Estate or the Purchaser's Trust, as the case may be, may have declined to make a Request, the Selling Entity so decides in its sole discretion, shares of Surviving Corporation Common Stock held by the Purchaser, the Purchaser's Estate or the Purchaser's Trust, as the case may be, will be included in the Proposed Sale as provided herein; provided that, in the case of (i) above, only one Request, which shall be executed by the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may be, may be delivered with respect to any Proposed Sale for all shares of Surviving Corporation Common Stock held by the Purchaser or the Purchaser's Estate or Purchaser's Trust. Promptly after the consummation of the transactions contemplated thereby, the Selling Entity will furnish the Purchaser, the Purchaser's Trust or the Purchaser's Estate with a copy of the Sale Agreement, if any. (c) The number of shares of Surviving Corporation Common Stock that the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may be, will be permitted to include in a Proposed Sale pursuant to a Request, or that the Selling Entity will be permitted to decide to include in a Proposed Sale, will be in the aggregate that number of shares of Surviving Corporation Common Stock owned collectively by the Purchaser, the Purchaser's Estate and the Purchaser's Trust, as the case may be, that is equal to the pro rata portion of the total number of shares proposed to be sold in the Proposed Sale, based upon the product of (i) the sum of the number of shares of Surviving Corporation Common Stock then owned by the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may be, plus all shares of Surviving Corporation Common Stock that the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may be, are then entitled to acquire under an unexercised option to purchase shares of Surviving Corporation Common Stock, to the extent such option is then vested and exercisable or would become vested and exercisable as a result of the consummation of the Proposed Sale (ii) multiplied by a percentage calculated by dividing the aggregate number of shares of Surviving Corporation Common Stock that the Selling Entity proposes to sell in the Proposed Sale by the total number of shares of Surviving Corporation Common Stock owned by the Selling Entity. Notwithstanding the foregoing, in the case of any Proposed Sale (i) the consummation of which is reasonably expected to occur on a date after the tenth anniversary of the Effective Time and (ii) that would constitute a "Change of Control" (as defined in the Stock Purchase Agreement of even date herewith between NIplc and the Purchaser), the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may be, will be permitted to include in such Proposed Sale pursuant to a Request all shares of Surviving Corporation Common Stock then owned by the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may be, plus all shares of Surviving Corporation Common Stock that the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may be, are then entitled to acquire under an unexercised option to purchase shares of Surviving Corporation Common Stock, to the extent such option is then vested and exercisable or would become vested and exercisable as a result of the consummation of the Proposed Sale. (d) Except as may otherwise be provided herein, shares of Surviving Corporation Common Stock subject to a Request, or that the Selling Entity may decide will be so included, will be included in a Proposed Sale pursuant hereto and in any agreements with purchasers relating thereto on the same terms and subject to the same conditions applicable to the shares of Surviving Corporation Common Stock which the Selling Entity proposes to sell in the Proposed Sale. Such terms and conditions shall include, without limitation: the sales price; the payment of fees, commissions and expenses; the provision of, and representation and warranty as to, information requested by the Selling Entity; and the provision of requisite indemnifications; provided that any indemnification provided by the Purchaser, the Purchaser's Estate or the Purchaser's Trust shall be pro rata in proportion with the number of shares of Surviving Corporation Common Stock to be sold. In the case of indirect sales by the Selling Entity of beneficial ownership of the Surviving Corporation Common Stock, the sale price for the shares of the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may be, shall be determined by an independent investment bank or appraisal firm on the basis of the proportion of any sale price applicable to the Selling Entity that is deemed to be attributable to the Surviving Corporation alone, and the other terms and conditions of the Proposed Sale shall be appropriately adjusted to reflect, for purposes of the inclusion of the Purchaser's, the Purchaser's Estate's or the Purchaser's Trust's shares in such Proposed Sale, a sale of the Surviving Corporation Common Stock. In connection with any such indirect sale for consideration other than cash, the Purchaser, the Purchaser's Estate or the Purchaser's Trust, as the case may be, will be entitled to receive a proportionate amount (determined as described in the preceding sentence) of a like kind of non-cash compensation, or a proportionate interest therein. Notwithstanding anything to the contrary contained herein, in connection with any sale, whether direct or indirect, for consideration other than cash, in the absolute discretion of the Selling Entity, the shares of the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may be, subject to a Request may be purchased instead for an amount in cash equal to the fair market value (determined by an independent investment bank or appraisal firm) of any non-cash consideration that would otherwise be receivable hereunder.

Take-Along Rights. (a) In the event that at any time (i) NIplc or any of its affiliates (includingIf there should be a Qualified Sale Transaction, without limitation, GRS Holding Company Limited ("GRSH") and Hercules Limited, which also beneficially own, directly or indirectly, the shares of Merger Sub Common Stock beneficially owned by NIplc, but, for the avoidance of any doubt, excluding Xxxxxxx & Xxxxx, Inc. or any of its affiliates), as the case may be (each, a "Selling Entity"), proposes to sell for cash or any other consideration, either directly or indirectly (by way of the sale of beneficial ownership interest in any such affiliate or otherwise), any shares of Surviving Corporation Common Stock owned by itHLI may, in any transaction other than its capacity as Managing Member and in its sole discretion, require (x“take-along right”) a public offering of securities, (y) a sale or other transfer each Member to one of their affiliates or (z) a sale or other transfer of beneficial ownership in (A) up to 9,000,000 sell all (but not less than all) of the Units (together with the associated shares of Surviving Corporation Class B Common Stock Stock, if any) then held by that Member to Xxxxxxx & Xxxxx, Inc. or any of its affiliates the purchaser in accordance with this Section 10.4(b) or (B) up require that Member to 12,000,000 surrender those Units (together with the associated shares of Surviving Corporation Class B Common Stock Stock, if applicable) for redemption by the Company, as the transaction may require, subject to GRSH (all applicable provisions of this Section 10.4. Notwithstanding the foregoing, the Managing Member may allow any Person owning Units of record or beneficially that is employed by HLI, the Company or their Subsidiaries to retain, and exclude from a "Proposed Sale") and Qualified Sale Transaction, a portion of those Units in connection with any Qualified Sale Transaction. (ii) such Proposed SaleThe Managing Member shall give notice to each other Member, when considered together with previous direct or indirect sales of Surviving Corporation Common Stock by the Selling Entity and any of its affiliates (other not fewer than (1) sales or other transfers to one of their affiliates or (2) sales or other transfers of beneficial ownership in the shares of Surviving Corporation Common Stock referred to in clause (z) above), would constitute the sale of the direct or indirect beneficial ownership of more than 25% of the outstanding shares of Surviving Corporation Common Stock, then the Selling Entity will notify the Purchaser or the Purchaser's Estate or Purchaser's Trust (as such terms are defined in Section 4(a) of the Subscription Agreement), as the case may be, in writing (a "Notice") of such proposed sale and the material terms of the Proposed Sale as of the date of the Notice (the "Material Terms") promptly, and in any event not less than 15 30 days prior to the consummation of any contemplated Qualified Sale Transaction, setting forth the Proposed Sale and not more than 5 days after the execution principal terms of the definitive agreement relating Qualified Sale Transaction (including the - 37 - proposed closing date) in reasonable detail and advising as to the Proposed Sale, if any (the "Sale Agreement")whether its take-along rights are exercised or waived. (biii) If the Managing Member elects to exercise its take-along rights in connection with a Qualified Sale Transaction, it shall provide to each other Member and to each beneficial owner of that Members’ Units all documents required to be executed by each of them to consummate the Qualified Sale Transaction, not fewer than ten days prior to the closing date. Each other Member shall deliver (ior cause to be delivered) within 10 to the Managing Member, at least five days before the proposed closing date, all such documents. If any Member fails to deliver (or cause to be delivered) these documents and the Qualified Sale Transaction is subsequently consummated, the Company shall cause its books and records to show that the Units owned of record or beneficially by the Purchaser's defaulting Member or the Purchaser's Estate's or Purchaser's Trust'sbeneficial owner, as the case may beapplicable, receipt of such Notice the Selling Entity receives from the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may be, a written request (a "Request") to include shares of Surviving Corporation Common Stock held are bound by the provisions of this Section and that they may be Transferred only to the Qualified Purchaser or who purchased the Purchaser's Estate or Purchaser's Trust, as the case may be, Units in the Proposed Qualified Sale (which Request shall be irrevocable unless (x) there shall be a material adverse change in the Material Terms (including, without limitation, a change in the Material Terms that would result in the sale price being decreased by more than 10% from that set forth in the Notice) or (y) if otherwise mutually agreed to in writing by the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may be, and the Selling Entity) or (ii) notwithstanding that the Purchaser, the Purchaser's Estate or the Purchaser's Trust, as the case may be, may have declined to make a Request, the Selling Entity so decides in its sole discretion, shares of Surviving Corporation Common Stock held by the Purchaser, the Purchaser's Estate or the Purchaser's Trust, as the case may be, will be included in the Proposed Sale as provided herein; provided thatTransaction or, in the case of (i) above, only one Request, which shall be executed by the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may be, may be delivered with respect to any Proposed a Qualified Sale for all shares of Surviving Corporation Common Stock held by the Purchaser or the Purchaser's Estate or Purchaser's Trust. Promptly after the consummation of the transactions contemplated thereby, the Selling Entity will furnish the Purchaser, the Purchaser's Trust or the Purchaser's Estate with a copy of the Sale Agreement, if any. (c) The number of shares of Surviving Corporation Common Stock that the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may be, will be permitted to include in a Proposed Sale pursuant to a Request, or that the Selling Entity will be permitted to decide to include in a Proposed Sale, will be in the aggregate that number of shares of Surviving Corporation Common Stock owned collectively by the Purchaser, the Purchaser's Estate and the Purchaser's Trust, as the case may be, Transaction that is equal to the pro rata portion structured as a redemption of the total number of shares proposed to be sold in the Proposed Sale, based upon the product of (i) the sum of the number of shares of Surviving Corporation Common Stock then owned by the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may be, plus all shares of Surviving Corporation Common Stock that the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may be, are then entitled to acquire under an unexercised option to purchase shares of Surviving Corporation Common StockUnits, to the extent such option is then vested and exercisable or would become vested and exercisable as a result of the consummation of the Proposed Sale (ii) multiplied by a percentage calculated by dividing the aggregate number of shares of Surviving Corporation Common Stock that the Selling Entity proposes to sell in the Proposed Sale by the total number of shares of Surviving Corporation Common Stock owned by the Selling Entity. Notwithstanding the foregoing, in the case of any Proposed Sale (i) the consummation of which is reasonably expected to occur on a date after the tenth anniversary of the Effective Time and (ii) that would constitute a "Change of Control" (as defined in the Stock Purchase Agreement of even date herewith between NIplc and the Purchaser), the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may be, will be permitted to include in such Proposed Sale pursuant to a Request all shares of Surviving Corporation Common Stock then owned by the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may be, plus all shares of Surviving Corporation Common Stock that the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may be, are then entitled to acquire under an unexercised option to purchase shares of Surviving Corporation Common Stock, to the extent such option is then vested and exercisable or would become vested and exercisable as a result of the consummation of the Proposed SaleCompany for redemption. (d) Except as may otherwise be provided herein, shares of Surviving Corporation Common Stock subject to a Request, or that the Selling Entity may decide will be so included, will be included in a Proposed Sale pursuant hereto and in any agreements with purchasers relating thereto on the same terms and subject to the same conditions applicable to the shares of Surviving Corporation Common Stock which the Selling Entity proposes to sell in the Proposed Sale. Such terms and conditions shall include, without limitation: the sales price; the payment of fees, commissions and expenses; the provision of, and representation and warranty as to, information requested by the Selling Entity; and the provision of requisite indemnifications; provided that any indemnification provided by the Purchaser, the Purchaser's Estate or the Purchaser's Trust shall be pro rata in proportion with the number of shares of Surviving Corporation Common Stock to be sold. In the case of indirect sales by the Selling Entity of beneficial ownership of the Surviving Corporation Common Stock, the sale price for the shares of the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may be, shall be determined by an independent investment bank or appraisal firm on the basis of the proportion of any sale price applicable to the Selling Entity that is deemed to be attributable to the Surviving Corporation alone, and the other terms and conditions of the Proposed Sale shall be appropriately adjusted to reflect, for purposes of the inclusion of the Purchaser's, the Purchaser's Estate's or the Purchaser's Trust's shares in such Proposed Sale, a sale of the Surviving Corporation Common Stock. In connection with any such indirect sale for consideration other than cash, the Purchaser, the Purchaser's Estate or the Purchaser's Trust, as the case may be, will be entitled to receive a proportionate amount (determined as described in the preceding sentence) of a like kind of non-cash compensation, or a proportionate interest therein. Notwithstanding anything to the contrary contained herein, in connection with any sale, whether direct or indirect, for consideration other than cash, in the absolute discretion of the Selling Entity, the shares of the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may be, subject to a Request may be purchased instead for an amount in cash equal to the fair market value (determined by an independent investment bank or appraisal firm) of any non-cash consideration that would otherwise be receivable hereunder.

Take-Along Rights. (a) In the event that at any time If Austin Ventures A or Austin Ventures B (i) NIplc or any of its affiliates (including, without limitation, GRS Holding Company Limited (each a "GRSHSeller") and Hercules Limited, which also beneficially own, directly proposes (whether alone or indirectly, the shares of Merger Sub Common Stock beneficially owned by NIplc, but, for the avoidance of any doubt, excluding Xxxxxxx & Xxxxx, Inc. with Austin Ventures A or any of its affiliates), as the case may be (each, a "Selling Entity"), proposes to sell for cash or any other consideration, either directly or indirectly (by way of the sale of beneficial ownership interest in any such affiliate or otherwise), any shares of Surviving Corporation Common Stock owned by it, in any transaction other than (x) a public offering of securities, (y) a sale or other transfer to one of their affiliates or (z) a sale or other transfer of beneficial ownership in (A) up to 9,000,000 shares of Surviving Corporation Common Stock to Xxxxxxx & Xxxxx, Inc. or any of its affiliates or (Austin Ventures B) up to 12,000,000 shares of Surviving Corporation Common Stock to GRSH (a "Proposed Sale") and (ii) such Proposed Sale, when considered together with previous direct or indirect sales of Surviving Corporation Common Stock by the Selling Entity and any of its affiliates (other than (1) sales or other transfers to one of their affiliates or (2) sales or other transfers of beneficial ownership in the shares of Surviving Corporation Common Stock referred to in clause (z) above), would constitute the sale of the direct or indirect beneficial ownership of more than 25% of the outstanding shares of Surviving Corporation Common Stock, then the Selling Entity will notify the Purchaser or the Purchaser's Estate or Purchaser's Trust (as such terms are defined in Section 4(a) of the Subscription Agreement), as the case may be) any sale, transfer, exchange or other disposition for value of Class A Stock (or any securities convertible Into or exercisable Or exchangeable for Class A Stock, including, without limitation, the Preferred Stock), other than (i) in writing 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 "Proposed Sale"), then Seller shall make all necessary contractual arrangements in order to permit each Holder to participate as seller in the Proposed Sale such that each Holder exercising his or its right of co-sale hereunder shall be entitled to sell up to that number of the issued Warrant Shares owned immediately prior to the sale equal to the product of (A) one share of Class B Stock for each share of the Class A Stock (or shares of Class A Stock issuable upon conversion, exercise or exchange of other securities, including, without limitation, the Preferred Stock) that the proposed purchaser (a "NoticeProposed Purchaser") of such proposed sale and the material terms of the Proposed Sale as of the date of the Notice (the "Material Terms") promptly, and is willing to acquire in any event not less than 15 days prior to the consummation of the Proposed Sale and not more than 5 days after the execution of the definitive agreement relating to the Proposed Sale, if times (B) such Holder's percentage ownership, immediately prior to the sale, of all outstanding Common Stock of all classes (assuming for purposes hereof full exercise of all outstanding options, warrants and rights to acquire Common Stock of any (class, including, without limitation, the "Sale Agreement"Warrants and the Preferred Stock). (b) If Seller shall give each Holder written notice of the Proposed Sale of Class A Stock or Preferred Stock not less than 30 days before such sale is to take place. The notice (the "Sale Notice") shall set forth: (i) within 10 days the name and address of the Proposed Purchaser's or the Purchaser's Estate's or Purchaser's Trust's, as the case may be, receipt of such Notice the Selling Entity receives from the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may be, a written request (a "Request") to include shares of Surviving Corporation Common Stock held by the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may be, in the Proposed Sale (which Request shall be irrevocable unless (x) there shall be a material adverse change in the Material Terms (including, without limitation, a change in the Material Terms that would result in the sale price being decreased by more than 10% from that set forth in the Notice) or (y) if otherwise mutually agreed to in writing by the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may be, and the Selling Entity) or , (ii) notwithstanding that the name and address of each Holder as shown on the records of the Company and the number of Warrant Shares attributed to each, (iii) the number of shares of Class A Stock or Preferred Stock and the number of shares issuable upon conversion, exercise or exchange of any other securities to be transferred by Seller, (iv) the proposed amount and form of consideration and terms and conditions of payment offered by such Proposed Purchaser, and (v) the Purchaser's Estate or the Purchaser's Trust, as the case may be, may have declined to make a Request, the Selling Entity so decides in its sole discretion, shares signed agreement of Surviving Corporation Common Stock held by the Purchaser, the Purchaser's Estate or the Purchaser's Trust, as the case may be, will be included in the Proposed Sale as provided herein; provided that, Purchaser acknowledging that he or it has been informed of this Agreement and has agreed to purchase Issued Warrant Shares in accordance with the case of (i) above, only one Request, which shall be executed by the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may be, may be delivered with respect to any Proposed Sale for all shares of Surviving Corporation Common Stock held by the Purchaser or the Purchaser's Estate or Purchaser's Trust. Promptly after the consummation of the transactions contemplated thereby, the Selling Entity will furnish the Purchaser, the Purchaser's Trust or the Purchaser's Estate with a copy of the Sale Agreement, if anyterms hereof. (c) The number of shares of Surviving Corporation Common Stock that the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may be, will be permitted to include in a Proposed Sale pursuant to a Request, or that the Selling Entity will be permitted to decide to include in a Proposed Sale, will be in the aggregate that number of shares of Surviving Corporation Common Stock owned collectively by the Purchaser, the Purchaser's Estate and the Purchaser's Trust, as the case may be, that is equal to the pro rata portion Within 20 days after delivery of the total number of shares proposed Sale Notice, each Holder shall deliver to be sold in Seller a written notice (the Proposed Sale, based upon the product of (i"Take-Along Notice") the sum of specifying the number of shares of Surviving Corporation Common Stock then owned by the Purchaser or the Purchaser's Estate or Purchaser's TrustIssued Warrant Shares, as the case may beif any, plus all shares of Surviving Corporation Common Stock that the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may be, are then entitled to acquire under an unexercised option to purchase shares of Surviving Corporation Common Stock, to the extent each such option is then vested and exercisable or would become vested and exercisable as a result of the consummation of the Proposed Sale (ii) multiplied by a percentage calculated by dividing the aggregate number of shares of Surviving Corporation Common Stock that the Selling Entity proposes to sell in the Proposed Sale by the total number of shares of Surviving Corporation Common Stock owned by the Selling Entity. Notwithstanding the foregoing, in the case of any Proposed Sale (i) the consummation of which is reasonably expected to occur on a date after the tenth anniversary of the Effective Time and (ii) that would constitute a "Change of Control" (as defined in the Stock Purchase Agreement of even date herewith between NIplc and the Purchaser), the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may be, will be permitted to include in such Proposed Sale pursuant to a Request all shares of Surviving Corporation Common Stock then owned by the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may be, plus all shares of Surviving Corporation Common Stock that the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may be, are then entitled to acquire under an unexercised option to purchase shares of Surviving Corporation Common Stock, to the extent such option is then vested and exercisable or would become vested and exercisable as a result of the consummation of the Proposed Sale. (d) Except as may otherwise be provided herein, shares of Surviving Corporation Common Stock subject to a Request, or that the Selling Entity may decide will be so included, will be included in a Proposed Sale pursuant hereto and in any agreements with purchasers relating thereto on the same terms and subject to the same conditions applicable to the shares of Surviving Corporation Common Stock which the Selling Entity proposes Holder desires to sell in the Proposed Sale. Such terms and conditions shall include, without limitation: the sales price; the payment of fees, commissions and expenses; the provision of, and representation and warranty as to, information requested by the Selling Entity; and the provision of requisite indemnifications; provided that any indemnification provided by the Purchaser, the Purchaser's Estate or the Purchaser's Trust whereupon each such Holder (an "Electing Holder") shall be pro rata in proportion with obligated to exercise his or its Warrant and sell such Issued Warrant Shares at the number closing of shares of Surviving Corporation Common Stock to be sold. In the case of indirect sales by the Selling Entity of beneficial ownership of the Surviving Corporation Common Stock, the sale price for the shares of the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may be, shall be determined by an independent investment bank or appraisal firm on the basis of the proportion of any sale price applicable to the Selling Entity that is deemed to be attributable to the Surviving Corporation alone, and the other terms and conditions of the Proposed Sale shall be appropriately adjusted to reflect, for purposes of the inclusion of the Purchaser's, the Purchaser's Estate's or the Purchaser's Trust's shares in such Proposed Sale, a if and when it occurs. (d) Any Issued Warrant Shares purchased from the Electing Holders pursuant to this Agreement shall be purchased at the same price per share and otherwise on the same terms and conditions as the Proposed Sale, after giving effect to any applicable exercise price payable upon exercise of any securities sold by Seller (it being understood and agreed that such terms and conditions do not include the making of any representations and warranties, indemnities or other similar agreements other than the representations, warranties and indemnities as to such Electing Holders' ownership of such Issued Warrant Shares and the due authority and power to sell such Issued Warrant Shares); provided, that with respect to any sale of the Surviving Corporation Common Stock. In connection with any such indirect sale for consideration other than cashPreferred Stock by Seller, the Purchaserprice per share of any Issued Warrant Shares purchased from an Electing Holder shall be reduced by an amount per share equal to $1.00 (as adjusted for any stock dividends, the Purchaser's Estate combinations or the Purchaser's Trust, as the case may be, will be entitled to receive a proportionate amount (determined as described in the preceding sentence) of a like kind of non-cash compensation, or a proportionate interest therein. Notwithstanding anything splits with respect to the contrary contained herein, in connection with any sale, whether direct or indirect, for consideration other than cash, in the absolute discretion Preferred Stock) plus accrued but unpaid dividends per share of the Selling Entity, the shares of the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may be, subject to a Request may be purchased instead for an amount in cash equal to the fair market value (determined by an independent investment bank or appraisal firm) of any non-cash consideration that would otherwise be receivable hereunderPreferred Stock.

Take-Along Rights. (a) In the event that at any time after the Effective Time (i) NIplc either of the Hovnanians, their respective spouses, the estates of either of the Hovnanians or their respective spouses, any corporation, partnership, or other business entity if substantially all the beneficial ownership thereof is held by the Hovnanians and/or their respective spouses, or any trust in respect of its affiliates either of the Hovnanians, their spouses or any lineal descendants (including any adopted children) if one or more of the Hovnanians and/or their respective spouses, and no other person, is trustee thereof (including, without limitation, GRS Holding Company the Xxxxxx X. Xxxxxxxxx Family Limited ("GRSH") Partnership, a Connecticut limited partnership, and Hercules Limited, which also beneficially own, directly or indirectly, the shares of Merger Sub Common Stock beneficially owned by NIplcXxxxxxx Xxxxxxxxx 1994 Marital Trust, but, for the avoidance of any doubt, excluding Xxxxxxx & Xxxxx, Inc. the Company or any of its affiliatessubsidiaries), as the case may be (each, a "Selling EntitySELLING ENTITY"), proposes to sell for cash or any other consideration, either directly or indirectly (by way of the sale of beneficial ownership interest in any such affiliate affiliated entity or otherwise), any shares of Surviving Corporation Common Stock owned by it, in any transaction other than (x) a public offering of securities, (y) a sale or other transfer of beneficial ownership to one any "Permitted Transferee" (as defined in the Certificate of their affiliates Incorporation of the Company, as amended) or (z) a sale or other transfer bona fide pledge of beneficial ownership in (A) up shares as collateral security for indebtedness due to 9,000,000 shares of Surviving Corporation Common Stock to Xxxxxxx & Xxxxx, Inc. or any of its affiliates or (B) up to 12,000,000 shares of Surviving Corporation Common Stock to GRSH the pledgee (a "Proposed SalePROPOSED SALE") and (ii) such Proposed Sale, when considered together with previous direct or indirect sales of Surviving Corporation Common Stock by the Selling Entity and any of its affiliates (other than (1) the sales or other transfers to one of their affiliates or (2) sales or other transfers of beneficial ownership in the shares of Surviving Corporation Common Stock referred to in clause clauses (x), (y) and (z) above)) by any Selling Entity, if any, that constitute part of a series of related transactions with the Proposed Sale, would constitute the sale of the direct or indirect beneficial ownership of more than 2520% of the outstanding shares of Surviving Corporation Common StockStock collectively beneficially owned as of the Effective Time by all persons coming within the definition of Selling Entity, then the Selling Entity will notify the Purchaser each Investor or the Purchaserexecutors, administrators, testamentary trustees, legatees or beneficiaries to whom the Investor's Estate shares may have been transferred upon his or Purchaserher death (an "INVESTOR'S ESTATE") or any trust or custodianship the beneficiaries of which include only an Investor, his or her spouse and the Investor's Trust lineal descendants (as such terms are defined in Section 4(aincluding any adopted children) of the Subscription Agreement(an "INVESTOR'S TRUST"), as the case may be, in writing (a "NoticeNOTICE") of such proposed sale and the material terms of the Proposed Sale as of the date of the Notice (the "Material TermsMATERIAL TERMS") promptly, and in any event not less than 15 days prior to the consummation of the Proposed Sale and not more than 5 days after the execution of the definitive agreement relating to the Proposed Sale, if any (the "Sale AgreementSALE AGREEMENT"). (b) If (i) within 10 days of the Purchaseran Investor's or the Purchaseran Investor's Estate's or PurchaserInvestor's Trust's, as the case may be, receipt of such Notice the Selling Entity receives from the Purchaser an Investor or the Purchaseran Investor's Estate or PurchaserInvestor's Trust, as the case may be, a written request (a "RequestREQUEST") to include shares of Surviving Corporation Common Stock held by the Purchaser Investor or the PurchaserInvestor's Estate or PurchaserInvestor's Trust, as the case may be, in the Proposed Sale (which Request shall be irrevocable unless (x) there shall be a material adverse change in the Material Terms (including, without limitation, a change in the Material Terms that would result in the sale price being decreased by more than 10% from that set forth in the Notice) or (y) if otherwise mutually agreed to in writing by the Purchaser Investor or the PurchaserInvestor's Estate or PurchaserInvestor's Trust, as the case may be, and the Selling Entity) or (ii) notwithstanding that the Purchaser, the Purchaser's Estate or the Purchaser's Trust, as the case may be, may have declined to make a Request, the Selling Entity so decides in its sole discretion), shares of Surviving Corporation Common Stock held by the PurchaserInvestor, the PurchaserInvestor's Estate or the PurchaserInvestor's Trust, as the case may be, will be included in the Proposed Sale as provided herein; provided that, in the case of (i) above, that only one Request, which shall be executed by the Purchaser Investor or the PurchaserInvestor's Estate or PurchaserInvestor's Trust, as the case may be, may be delivered with respect to any Proposed Sale for all shares of Surviving Corporation Common Stock held by the Purchaser or Investor and the PurchaserInvestor's Estate or PurchaserInvestor's TrustTrust relating to such Investor. Promptly after the consummation of the transactions contemplated thereby, the Selling Entity will furnish the Purchasereach Investor, the PurchaserInvestor's Trust or the PurchaserInvestor's Estate delivering a Request with a copy of the Sale Agreement, if any. (c) The number of shares of Surviving Corporation Common Stock that the Purchaser any Investor or the PurchaserInvestor's Estate or PurchaserInvestor's Trust, as the case may be, will be permitted to include in a Proposed Sale pursuant to a Request, or that the Selling Entity will be permitted to decide to include in a Proposed Sale, Request will be in the aggregate that number of shares of Surviving Corporation Common Stock owned collectively by the PurchaserInvestor, the PurchaserInvestor's Estate and the PurchaserInvestor's Trust, as the case may be, that is equal to the pro rata portion of the total number of shares proposed to be sold in the Proposed Sale, based upon the product of (i) the sum of the number of shares of Surviving Corporation Common Stock then owned by the Purchaser Investor or the PurchaserInvestor's Estate or PurchaserInvestor's Trust, as the case may be, plus all shares of Surviving Corporation Common Stock that the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may be, are then entitled to acquire under an unexercised option to purchase shares of Surviving Corporation Common Stock, to the extent such option is then vested and exercisable or would become vested and exercisable as a result of the consummation of the Proposed Sale (ii) multiplied by a percentage calculated by dividing the aggregate number of shares of Surviving Corporation Common Stock that the Selling Entity proposes to sell in the Proposed Sale (plus all shares of Common Stock previously directly or indirectly sold (other than the sales or other transfers referred to in clauses (x), (y) and (z) of Section 1(a)) by any person coming within the definition of Selling Entity, if any, that constitute part of a series of related transactions with the Proposed Sale) by the total number of shares of Surviving Corporation Common Stock owned by the Selling Entity. Notwithstanding the foregoing, in the case of any Proposed Sale (i) the consummation of which is reasonably expected to occur on a date after the tenth anniversary of the Effective Time and (ii) that would constitute a "Change of Control" (as defined in the Stock Purchase Agreement of even date herewith between NIplc and the Purchaser), the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may be, will be permitted to include in such Proposed Sale pursuant to a Request all shares of Surviving Corporation Common Stock then owned by all persons coming within the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may be, plus all shares definition of Surviving Corporation Common Stock that the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may be, are then entitled to acquire under an unexercised option to purchase shares of Surviving Corporation Common Stock, to the extent such option is then vested and exercisable or would become vested and exercisable as a result of the consummation of the Proposed SaleSelling Entity. (d) Except as may otherwise be provided herein, shares of Surviving Corporation Common Stock subject to a Request, or that the Selling Entity may decide will be so included, Request will be included in a Proposed Sale pursuant hereto and in any agreements with purchasers Investors relating thereto on the same terms and subject to the same conditions applicable to the shares of Surviving Corporation Common Stock which the Selling Entity proposes to sell in the Proposed Sale. Such terms and conditions shall include, without limitation: the sales price; the payment of fees, commissions and expenses; the provision of, and representation and warranty as to, information requested by the Selling Entity; and the provision of requisite indemnifications; provided that any indemnification provided by the Purchaseran Investor, the PurchaserInvestor's Estate or the PurchaserInvestor's Trust shall be pro rata in proportion with the number of shares of Surviving Corporation Common Stock to be sold. In the case of indirect sales by the Selling Entity of beneficial ownership of the Surviving Corporation Common Stock, the sale price for the shares of the Purchaser an Investor or the PurchaserInvestor's Estate or PurchaserInvestor's Trust, as the case may be, shall be determined by an independent investment bank or appraisal firm on the basis of the proportion of any sale price applicable to the Selling Entity that is deemed to be attributable to the Surviving Corporation Company alone, and the other terms and conditions of the Proposed Sale shall be appropriately adjusted to reflect, for purposes of the inclusion of the PurchaserInvestor's, the PurchaserInvestor's Estate's or the PurchaserInvestor's Trust's shares in such Proposed Sale, a sale of the Surviving Corporation Common Stock. In connection with any such indirect sale for consideration other than cash, the PurchaserInvestor, the PurchaserInvestor's Estate or the PurchaserInvestor's Trust, as the case may be, will be entitled to receive a proportionate amount (determined as described in the preceding sentence) of a like kind of non-cash compensation, or a proportionate interest therein. Notwithstanding anything to the contrary contained herein, in connection with any sale, whether direct or indirect, for consideration other than cash, in the absolute discretion of the Selling Entity, the shares of the Purchaser Investor or the PurchaserInvestor's Estate or PurchaserInvestor's Trust, as the case may be, subject to a Request may be purchased instead for an amount in cash equal to the fair market value (determined by an independent investment bank or appraisal firm) of any non-cash consideration that would otherwise be receivable hereunder.

Take-Along Rights. (a) In the event that at At least forty (40) days prior to any time (i) NIplc proposed sale, transfer, assignment, pledge or any of its affiliates (including, without limitation, GRS Holding Company Limited ("GRSH") and Hercules Limited, which also beneficially own, directly or indirectly, the shares of Merger Sub Common Stock beneficially owned by NIplc, but, for the avoidance of any doubt, excluding Xxxxxxx & Xxxxx, Inc. or any of its affiliates), as the case may be other disposal (each, a "Selling EntityTRANSFER") of Shareholder Shares (other than a Public Sale) by any Shareholder (the "SELLER"), proposes to sell for cash or any other consideration, either directly or indirectly (by way of the sale of beneficial ownership interest in any such affiliate or otherwise), any shares of Surviving Corporation Common Stock owned by it, in any transaction other than (x) Seller shall deliver a public offering of securities, (y) a sale or other transfer to one of their affiliates or (z) a sale or other transfer of beneficial ownership in (A) up to 9,000,000 shares of Surviving Corporation Common Stock to Xxxxxxx & Xxxxx, Inc. or any of its affiliates or (B) up to 12,000,000 shares of Surviving Corporation Common Stock to GRSH (a "Proposed Sale") and (ii) such Proposed Sale, when considered together with previous direct or indirect sales of Surviving Corporation Common Stock by the Selling Entity and any of its affiliates (other than (1) sales or other transfers to one of their affiliates or (2) sales or other transfers of beneficial ownership in the shares of Surviving Corporation Common Stock referred to in clause (z) above), would constitute the sale of the direct or indirect beneficial ownership of more than 25% of the outstanding shares of Surviving Corporation Common Stock, then the Selling Entity will notify the Purchaser or the Purchaser's Estate or Purchaser's Trust (as such terms are defined in Section 4(a) of the Subscription Agreement), as the case may be, in writing (a "Notice") of such proposed sale and the material terms of the Proposed Sale as of the date of the Notice written notice (the "Material TermsSALE NOTICE") promptlyto 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 any event not less than 15 days prior the contemplated Transfer by delivering written notice to the consummation Seller within twenty (20) days after delivery of the Proposed Sale and not more than 5 days after the execution Notice. If any of the definitive agreement relating Shareholders have elected to the Proposed Sale, if any participate in such Transfer (the "Sale AgreementPARTICIPATING SHAREHOLDERS"). (b) If (i) within 10 days of , the Purchaser's or Seller and such Participating Shareholders shall be entitled to sell in the Purchaser's Estate's or Purchaser's Trust'scontemplated Transfer, as at the case may be, receipt of such Notice same price and on the Selling Entity receives from the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may besame terms, a written request (a "Request") to include shares of Surviving Corporation Common Stock held by the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may be, in the Proposed Sale (which Request shall be irrevocable unless (x) there shall be a material adverse change in the Material Terms (including, without limitation, a change in the Material Terms that would result in the sale price being decreased by more than 10% from that set forth in the Notice) or (y) if otherwise mutually agreed to in writing by the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may be, and the Selling Entity) or (ii) notwithstanding that the Purchaser, the Purchaser's Estate or the Purchaser's Trust, as the case may be, may have declined to make a Request, the Selling Entity so decides in its sole discretion, shares of Surviving Corporation Common Stock held by the Purchaser, the Purchaser's Estate or the Purchaser's Trust, as the case may be, will be included in the Proposed Sale as provided herein; provided that, in the case of (i) above, only one Request, which shall be executed by the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may be, may be delivered with respect to any Proposed Sale for all shares of Surviving Corporation Common Stock held by the Purchaser or the Purchaser's Estate or Purchaser's Trust. Promptly after the consummation of the transactions contemplated thereby, the Selling Entity will furnish the Purchaser, the Purchaser's Trust or the Purchaser's Estate with a copy of the Sale Agreement, if any. (c) The number of shares of Surviving Corporation Common Stock that the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may be, will be permitted to include in a Proposed Sale pursuant to a Request, or that the Selling Entity will be permitted to decide to include in a Proposed Sale, will be in the aggregate that number of shares of Surviving Corporation Common Stock owned collectively by the Purchaser, the Purchaser's Estate and the Purchaser's Trust, as the case may be, that is Shareholder Shares equal to the pro rata portion of the total number of shares proposed to be sold in the Proposed Sale, based upon the product of (i) the sum of quotient determined by dividing the number of shares of Surviving Corporation Common Stock then Equivalent Shares owned by the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may be, plus all shares of Surviving Corporation Common Stock that the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may be, are then entitled to acquire under an unexercised option to purchase shares of Surviving Corporation Common Stock, to the extent such option is then vested and exercisable or would become vested and exercisable as a result of the consummation of the Proposed Sale (ii) multiplied Participating Shareholder by a percentage calculated by dividing the aggregate number of shares of Surviving Corporation Common Stock that the Selling Entity proposes to sell in the Proposed Sale by the total number of shares of Surviving Corporation Common Stock Equivalent Shares owned by the Selling Entity. Notwithstanding Seller and all Participating Shareholders participating in such sale multiplied by (ii) the foregoing, number of Shareholder Shares to be sold in the case 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 Proposed Sale of the Shareholders. b) The restrictions contained in this Section 3 shall not apply with respect to any Transfer of Shareholder Shares by a Common Shareholder (i) the consummation pursuant to applicable laws of which is reasonably expected to occur on a date after the tenth anniversary of the Effective Time descent and distribution or among his Family Group or (ii) among his Affiliates (collectively referred to herein as "PERMITTED TRANSFEREES"); provided that would constitute a "Change the restrictions contained in this Section 3 shall continue to be applicable to the Shareholder Shares after any such Transfer and provided further that, prior to the effectiveness of Control" (as defined such Transfer, the transferees of such Shareholder Shares shall have agreed in writing to be bound by the Stock Purchase provisions of this Agreement of even date herewith between NIplc and affecting the PurchaserShareholder Shares so transferred. c) Subject to Section 7(i), the Purchaser or restrictions on the Purchaser's Estate or Purchaser's Trust, as the case may be, will be permitted to include in such Proposed Sale pursuant to a Request all shares Transfer of Surviving Corporation Common Stock then owned Shareholder Shares by the Purchaser or Shareholders set forth in this Section 3 shall continue until the Purchaser's Estate or Purchaser's Trust, as the case may be, plus all shares of Surviving Corporation Common Stock that the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may be, are then entitled to acquire under an unexercised option to purchase shares of Surviving Corporation Common Stock, to the extent date on which such option is then vested and exercisable or would become vested and exercisable as Shareholder Shares have been transferred in a result of the consummation of the Proposed Public Sale. (d) Except as may otherwise be provided herein, shares of Surviving Corporation Common Stock subject to a Request, or that the Selling Entity may decide will be so included, will be included in a Proposed Sale pursuant hereto and in any agreements with purchasers relating thereto on the same terms and subject to the same conditions applicable to the shares of Surviving Corporation Common Stock which the Selling Entity proposes to sell in the Proposed Sale. Such terms and conditions shall include, without limitation: the sales price; the payment of fees, commissions and expenses; the provision of, and representation and warranty as to, information requested by the Selling Entity; and the provision of requisite indemnifications; provided that any indemnification provided by the Purchaser, the Purchaser's Estate or the Purchaser's Trust shall be pro rata in proportion with the number of shares of Surviving Corporation Common Stock to be sold. In the case of indirect sales by the Selling Entity of beneficial ownership of the Surviving Corporation Common Stock, the sale price for the shares of the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may be, shall be determined by an independent investment bank or appraisal firm on the basis of the proportion of any sale price applicable to the Selling Entity that is deemed to be attributable to the Surviving Corporation alone, and the other terms and conditions of the Proposed Sale shall be appropriately adjusted to reflect, for purposes of the inclusion of the Purchaser's, the Purchaser's Estate's or the Purchaser's Trust's shares in such Proposed Sale, a sale of the Surviving Corporation Common Stock. In connection with any such indirect sale for consideration other than cash, the Purchaser, the Purchaser's Estate or the Purchaser's Trust, as the case may be, will be entitled to receive a proportionate amount (determined as described in the preceding sentence) of a like kind of non-cash compensation, or a proportionate interest therein. Notwithstanding anything to the contrary contained herein, in connection with any sale, whether direct or indirect, for consideration other than cash, in the absolute discretion of the Selling Entity, the shares of the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may be, subject to a Request may be purchased instead for an amount in cash equal to the fair market value (determined by an independent investment bank or appraisal firm) of any non-cash consideration that would otherwise be receivable hereunder.