Common use of The Right Clause in Contracts

The Right. If JFLEI and/or any of its Affiliates (collectively,the "JFLEI Group") proposes to transfer any shares of Common Stock owned by it on the date hereof to a Prospective Purchaser other than in a Permitted Transfer (a "Tag-Along Sale"), then each of the remaining Shareholders shall have the right to participate in any such sale of Common Stock by the JFLEI Group in accordance with the procedures set forth below; PROVIDED that such right may not be exercised with respect to any shares acquired by any such remaining Shareholder pursuant to the exercise of a Right of First Offer within One Hundred Eighty (180) days prior to the proposed date of consummation of the Tag-Along Sale; PROVIDED FURTHER, HOWEVER, that such participation shall be on the same terms and subject to the same conditions as those on which JFLEI proposes to transfer its shares; and PROVIDED STILL FURTHER, HOWEVER, that, in addition to receiving their ratable portion of any consideration paid in respect of the Common Stock or Warrants, the Shareholders shall be entitled to receive a ratable portion of any consideration to be paid other than in respect of the Common Stock or Warrants, to the extent that such consideration exceeds (i) the fair market value of any tangible property transferred by the JFLEI Group in exchange for such consideration or (ii) an amount that is customary and reasonable for any intangible property rights or transferred or granted in exchange for such consideration.

The Right. If JFLEI JFL and/or any of its Affiliates (collectively,, the "JFLEI JFL Group") proposes to transfer any shares of Common Stock owned by it on the date hereof to an independent third party (a "Prospective Purchaser Purchaser") other than in a Permitted Transfer (a "Tag-Along Sale"), then each of the remaining Shareholders shall have the right to participate in any such sale of Common Stock by the JFLEI JFL Group in accordance with the procedures set forth below; PROVIDED that such right may not be exercised with respect to any shares acquired by any such remaining Shareholder pursuant to the exercise of a Right of First Offer within One Hundred Eighty (180) days prior to the proposed date of consummation of the Tag-Along Sale; PROVIDED FURTHER, HOWEVER, that such participation shall be on the same terms and subject to the same conditions as those on which JFLEI the JFL Group proposes to transfer its shares; and PROVIDED STILL FURTHER, HOWEVER, that, in addition to receiving their ratable portion of any consideration paid in respect of the Common Stock or Warrants, the Shareholders shall be entitled to receive a ratable portion of any consideration to be paid to the JFL Group other than in respect of the Common Stock or Warrants, to the extent that such consideration exceeds (i) the fair market value of any tangible property transferred by the JFLEI JFL Group in exchange for such consideration or (ii) an amount that is customary and reasonable for any intangible property rights or transferred or granted in exchange for such consideration.

The Right. If JFLEI and/or JFLCP and/or any of its their Affiliates (collectively,, the "JFLEI JFL Group") proposes to transfer any shares of Common Stock owned by it on the date hereof JFL Securities to a Prospective Purchaser other than in a Permitted Transfer pursuant to Sections 3(b)(i) - 3(b)(vi) or Section 3(b)(viii) (a "Tag-Along Sale"), then each of the remaining Shareholders Stockholders shall have the right to participate in any such sale of Common Stock Securities by the JFLEI JFL Group in accordance with the procedures set forth below; PROVIDED provided that such right may not be exercised with respect to any shares acquired by any such remaining Shareholder Stockholder pursuant to the exercise of a Right of First Offer within One Hundred Eighty (180) days prior to the proposed date of consummation of the Tag-Along Sale; PROVIDED FURTHER, HOWEVERprovided further, however, that such participation shall be on the same terms and subject to the same conditions as those on which JFLEI or JFLCP proposes to transfer its sharesshares (except that transfer of any Additional Rollover Shares shall be conditional on and subject to compliance with the Rollover Stockholders Agreement); and PROVIDED STILL FURTHERprovided still further, HOWEVERhowever, that, in addition to receiving their ratable portion of any consideration paid in respect of the Common Stock or WarrantsSecurities, the Shareholders Stockholders shall be entitled to receive a ratable portion of any consideration to be paid other than in respect of the Common Stock or WarrantsSecurities, to the extent that such consideration exceeds (i) the fair market value of any tangible property transferred by the JFLEI JFL Group in exchange for such consideration or (ii) an amount that is customary and reasonable for any intangible property rights or transferred or granted in exchange for such consideration.