Common use of Third-Party Equity Participants Clause in Contracts

Third-Party Equity Participants. AOL, ODC and the Company ------------------------------- shall evaluate the benefits of admitting one or more significant third-party equity stockholders to the Company, and (except as expressly set forth in this Agreement) any such admission of a significant third-party equity participant shall be mutually agreed upon by AOL and ODC in accordance with this Section 5.7 and, if such admission is to be effected in whole or in part by sale of any Company Securities by the Company, submitted for approval of the Special Committee and the Board in accordance with the provisions of the Certificate of Incorporation: (a) Either of the Stockholders may identify one or more Strategic Partners, and may enter into discussions with one or more such Strategic Partners with a view to offering to such Strategic Partners an opportunity to participate in the equity ownership of the Company. Before one Stockholder commences negotiations (e.g., making a formal proposal regarding a significant deal point) it shall provide notice to the other Stockholder and the Company which shall have the right to participate in any and all such negotiations. Either Stockholder may, however, direct that such negotiations not commence and such third party not be considered for an interest.

Third-Party Equity Participants. AOL, ODC and the Company ------------------------------- shall evaluate the benefits of admitting one or more significant third-party equity stockholders to the Company, and (except as expressly set forth in this Agreement) any such admission of a significant third-party equity participant shall be mutually agreed upon by AOL and ODC in accordance with this Section 5.7 and, if such admission is to be effected in whole or in part by sale of any Company Securities by the Company, submitted for approval of the Special Committee and the Board in accordance with the provisions of the Certificate of Incorporation: (a) Either of the Stockholders AOL or ODC may identify one or more Strategic Partners, and may enter into discussions with one or more such Strategic Partners with a view to offering to such Strategic Partners an opportunity to participate in the equity ownership of the Company. Before one Stockholder AOL or ODC commences negotiations (e.g., making a formal proposal regarding a significant deal point) it shall provide notice to the other Stockholder and the Company which shall have the right to participate in any and all such negotiations. Either Stockholder AOL or ODC may, however, direct that such negotiations not commence and such third party not be considered for an interest.