Common use of Termination of Participation Right Clause in Contracts

Termination of Participation Right. The participation rights granted to Participants pursuant to this Section 5 shall terminate on the earlier of (i) with respect to each Participant on an individual basis, the first date on which such Participant's ownership of Common Stock of the Company, together with any shares of Common Stock transferred by such Participant to a majority owned subsidiary or an Immediate Family Member of such Participant and still owned by such transferee or any other permitted transferee, shall have been (x) in the case of any Holder, less than 90% of the number of shares of Common Stock of the Company set forth opposite the name of such Holder on the signature page hereto (as the same may be increased pursuant to a prior exercise of a participation right granted pursuant to Section 5.1 and subject to adjustment in the event of stock splits, stock dividends and similar events) for a continuous period of ninety (90) days, and (y) in the case of RSI, less than 65% of the number of shares of Common Stock of the Company set forth opposite RSI's name on the signature page hereto (as the same may be increased pursuant to a prior exercise of a participation right granted pursuant to Section 5.1 and subject to adjustment in the event of stock splits, stock dividends and similar events), (ii) the closing date of an IPO, or (iii) if such Participant has previously elected either to purchase or subscribe for less than such Participant's pro rata share or not to participate in such issuance or sale in accordance with the proviso set forth in the first sentence of Section 5.1, the date on which the Company subsequently consummates a transaction which was subject to this Section 5 and such Participant did not elect to purchase or subscribe for all of its pro rata share of the Company Interests. The participation rights granted pursuant to Section 5.1 shall not apply to an IPO and shall not be assignable or transferable to a third party; provided, however, that any party hereto that is an entity may assign its rights and obligations pursuant to this Section 5 in connection with a transfer of all or substantially all of its assets or a merger, consolidation or other similar business combination transaction. Notwithstanding anything to the contrary contained herein, if a Participant delivers an Exercise Notice to the Company, and the Company has not otherwise abandoned the transaction to which the Exercise Notice applies, and such Participant fails to fulfill its obligations to purchase the shares set forth in the Exercise Notice on the date set for closing the transaction to which the Exercise Notice applies, such Participant's rights under this Section 5 will terminate and such Participant shall pay to the Company any expenses (including reasonable attorneys' fees) incurred by the Company in connection with the transaction with the Participant.

Termination of Participation Right. The participation rights granted to Participants pursuant to this Section 5 shall terminate on the earlier of (i) with respect to each Participant on an individual basis, the first date on which such Participant's ’s ownership of Common Stock of the Company, together with any shares of Common Stock transferred by such Participant to a majority owned subsidiary or an Immediate Family Member of such Participant and still owned by such transferee or any other permitted transferee, shall have been (x) in the case of any Holder, less than 90% of the number of shares of Common Stock of the Company set forth opposite the name of such Holder on the signature page hereto (as the same may be increased pursuant to a prior exercise of a participation right granted pursuant to Section 5.1 and subject to adjustment in the event of stock splits, stock dividends and similar events) for a continuous period of ninety (90) days, and (y) in the case of RSI, less than 65% of the number of shares of Common Stock of the Company set forth opposite RSI's ’s name on the signature page hereto (as the same may be increased pursuant to a prior exercise of a participation right granted pursuant to Section 5.1 and subject to adjustment in the event of stock splits, stock dividends and similar events), (ii) the closing date of an IPO, or (iii) if such Participant has previously elected either to purchase or subscribe for less than such Participant's ’s pro rata share or not to participate in such issuance or sale in accordance with the proviso set forth in the first sentence of Section 5.1, the date on which the Company subsequently consummates a transaction which was subject to this Section 5 and such Participant did not elect to purchase or subscribe for all of its pro rata share of the Company Interests. The participation rights granted pursuant to Section 5.1 shall not apply to an IPO and shall not be assignable or transferable to a third party; provided, however, that any party hereto that is an entity may assign its rights and obligations pursuant to this Section 5 in connection with a transfer of all or substantially all of its assets or a merger, consolidation or other similar business combination transaction. Notwithstanding anything to the contrary contained herein, if a Participant delivers an Exercise Notice to the Company, and the Company has not otherwise abandoned the transaction to which the Exercise Notice applies, and such Participant fails to fulfill its obligations to purchase the shares set forth in the Exercise Notice on the date set for closing the transaction to which the Exercise Notice applies, such Participant's ’s rights under this Section 5 will terminate and such Participant shall pay to the Company any expenses (including reasonable attorneys' ’ fees) incurred by the Company in connection with the transaction with the Participant.

Termination of Participation Right. The participation rights granted to Participants pursuant to this Section 5 shall terminate on the earlier of (i) with respect to each Participant on an individual basis, the first date on which such Participant's ownership of Common Stock of the Company, together with any shares of Common Stock transferred by such Participant to a majority owned subsidiary or an Immediate Family Member of such Participant and still owned by such transferee or any other permitted transferee, shall have been (x) in the case of any Holder, less than 90% of the number of shares of Common Stock of the Company set forth opposite the name of such Holder on the signature page hereto (as the same may be increased pursuant to a prior exercise of a participation right granted pursuant to Section 5.1 and subject to adjustment in the event of stock splits, stock dividends and similar events) for a continuous period of ninety (90) days, and (y) in the case of RSI, less than 65% of the number of shares of Common Stock of the Company set forth opposite RSI's name on the signature page hereto (as the same may be increased pursuant to a prior exercise of a participation right granted pursuant to Section 5.1 and subject to adjustment in the event of stock splits, stock dividends and similar events), (ii) the closing date of an IPO, or (iii) if such Participant has previously elected either to purchase or subscribe for less than such Participant's pro rata share or not to participate in such issuance or sale in accordance with the proviso set forth in the first sentence of Section 5.1, the date on which the Company subsequently consummates a transaction which was subject to this Section 5 and such Participant did not elect to purchase or subscribe for all of its pro rata share of the Company Interests. The participation rights granted pursuant to Section 5.1 shall not apply to an IPO and shall not be assignable or transferable to a third party; provided, however, that any party hereto that is an entity may assign its rights -------- ------- and obligations pursuant to this Section 5 in connection with a transfer of all or substantially all of its assets or a merger, consolidation or other similar business combination transaction. Notwithstanding anything to the contrary contained herein, if a Participant delivers an Exercise Notice to the Company, and the Company has not otherwise abandoned the transaction to which the Exercise Notice applies, and such Participant fails to fulfill its obligations to purchase the shares set forth in the Exercise Notice on the date set for closing the transaction to which the Exercise Notice applies, such Participant's rights under this Section 5 will terminate and such Participant shall pay to the Company any expenses (including reasonable attorneys' fees) incurred by the Company in connection with the transaction with the Participant.