Common use of Third-Party Sale; Tag-Along Buyer Clause in Contracts

Third-Party Sale; Tag-Along Buyer. The Stockholder Sellers may not consummate any Transfer that is subject to the provisions of this Section 4.4 unless the Proposed Transferee purchases, within 120 days of the date of the Sale Notice (subject to extension to the extent (x) necessary to obtain required governmental approvals or clearances or (y) approved in writing by all Sponsors) (the “Tag-Along Sale Period”), simultaneously with the purchase of Shares from the Stockholder Sellers, all of the Tag-Along Shares (subject to the cutback in Section 4.4(b)) on the Same Terms and Conditions, which terms and conditions include the same price as set forth in the Sale Notice and otherwise are not materially less favorable than those set forth in the Sale Notice (the “Tag-Along Right”); provided, however, if, prior to consummation, the terms of such proposed Transfer shall change with the result that the per share price shall be different (by more than a de minimis amount) than the per share price set forth in the Sale Notice or the other terms and conditions shall be materially more or less favorable to any Tag-Along Stockholder than those set forth in the Sale Notice (including, for the avoidance of doubt, a material portion of the cash consideration being changed to non-cash consideration, or vice versa), the acceptance by each Tag-Along Stockholder shall be deemed to be revoked, and it shall be necessary for a separate Sale Notice to be furnished, and the terms and provisions of this Section 4.4 separately complied with, in order to consummate such Transfer pursuant to this Section 4.4. For purposes of the preceding sentence, the price received by the Stockholder Sellers shall be deemed to include all compensation of any nature and type as is received by the Stockholder Sellers in respect of the Offer Shares. If at the end of the Tag-Along Sale Period, the Transfer has not been completed, the Sale Notice shall be null and void and each Tag-Along Stockholder shall be released from such Tag-Along Stockholder’s obligation in connection with the Sale Notice and it shall be necessary for a separate Sale Notice to be furnished and the terms and provisions of this Section 4.4 separately complied with, in order to consummate such proposed Transfer pursuant to this Section 4.4.

Third-Party Sale; Tag-Along Buyer. The Stockholder Sellers may not consummate any Transfer that is subject A sale to the provisions of a Proposed Transferee pursuant to this Section 4.4 unless 4 shall only be consummated if the Proposed Transferee purchasesshall purchase, within 120 ninety (90) days of the date of the Sale Notice (subject to extension to Notice, concurrently with and on the extent (x) necessary to obtain required governmental approvals or clearances or (y) approved in writing by all Sponsors) (same terms and conditions and at the “Tag-Along Sale Period”), simultaneously with same price as the purchase of Shares from the Stockholder SellersOffer Shares, all of the each Offeree Shareholder’s Tag-Along Shares (with respect to such sale, in accordance with their elections pursuant to this Section 4(c), and subject to the cutback in Section 4.4(b)) on the Same Terms and Conditions, which terms and conditions include the same price as set forth in the Sale Notice and otherwise are not materially less favorable than those set forth in the Sale Notice last sentence thereof (the “Tag-Along Right”); provided, however, if, prior . Each Offeree Shareholder electing to consummation, the terms of such proposed Transfer shall change with the result that the per share price shall be different (by more than a de minimis amount) than the per share price set forth in the Sale Notice or the other terms and conditions shall be materially more or less favorable to any sell Tag-Along Stockholder than those set forth Shares (a “Tag-Along Seller”) agrees to cooperate in consummating such a sale, including, without limitation, by becoming a party to the Sale Notice sales agreement and all other appropriate related agreements, delivering, at the consummation of such sale, share certificates and other instruments for such Common Shares duly endorsed for transfer, free and clear of all liens and encumbrances, and voting or consenting in favor of such transaction (to the extent a vote or consent is required) and taking any other necessary or appropriate action in furtherance thereof, including the execution and delivery of any other appropriate agreements, certificates, instruments and other documents (including, for without limitation, making any representations and warranties with respect to the avoidance of doubtCompany or the Company’s business to the same extent that the 10% Seller does). In addition, a material portion of the cash consideration being changed to non-cash consideration, or vice versa), the acceptance by each Tag-Along Stockholder shall be deemed Seller shall, if and to the extent requested by the 10% Seller, agree to be revokedseverally responsible for its proportionate share of the third-party expenses of sale incurred by the sellers in connection with such sale and the monetary obligations and liabilities incurred by the sellers in connection with such sale. Such monetary obligations and liabilities shall include (to the extent such obligations are incurred) obligations and liabilities for indemnification (including for (i) breaches of representations and warranties made in connection with such sale by the Company or any other seller with respect to the Company or the Company’s business, (ii) breaches of covenants in effect prior to closing and (iii) other matters), and it shall be necessary for a separate Sale Notice also include amounts paid into escrow or subject to be furnishedholdbacks, and the terms amounts subject to post-closing purchase price adjustments provided all such obligations are equally applicable on a several and provisions of this Section 4.4 separately complied with, in order not joint basis to consummate such Transfer pursuant to this Section 4.4. For purposes of the preceding sentence, the price received by the Stockholder Sellers shall be deemed to include all compensation of any nature and type as is received by the Stockholder Sellers in respect of the Offer Shares. If at the end of the Tag-Along Sale Period, the Transfer has not been completed, the Sale Notice shall be null and void and each Tag-Along Stockholder shall be released from Seller based on the consideration received by such Tag-Along Stockholder’s obligation in connection with Seller. The foregoing notwithstanding, (i) without the Sale Notice written consent of a Tag-Along Seller, the amount of such obligations and it liabilities for which such Tag-Along Seller shall be necessary responsible shall not exceed the gross proceeds received by such Tag-Along Seller in such sale, (ii) a Tag-Along Seller shall not be obligated to enter into any non-compete or other post-closing covenant that restricts its activities in any way and (iii) a Tag-Along Seller shall not be responsible for a separate Sale Notice the fraud of any other seller or for any indemnification obligations and liabilities for breaches of representations and warranties made by any other seller with respect to be furnished such other seller’s (A) ownership of and title to capital shares of the terms Company, (B) organization, (C) authority and provisions of this Section 4.4 separately complied with, in order to consummate such proposed Transfer pursuant to this Section 4.4(D) conflicts and consents.

Third-Party Sale; Tag-Along Buyer. The Stockholder Sellers Sponsor Seller may not consummate any Transfer that is subject to the provisions of this Section 4.4 unless the Proposed Transferee purchases, within 120 days of the date of the Sale Notice (subject to extension to the extent (x) necessary to obtain required governmental approvals or clearances or (y) approved in writing by all Sponsors) (the “Tag-Along Sale Period”)Notice, simultaneously with the purchase of Shares from the Stockholder Sellersconcurrently, all of the Offer Shares and the Tag-Along Shares (subject to the cutback in the last sentence of Section 4.4(b)) on the Same Terms identical terms and Conditionsconditions, which terms and conditions include the same price as set forth in the Sale Notice and otherwise are not materially less favorable than those set forth in the Sale Notice (the “Tag-Along Right”); provided, however, if, prior to consummation, the terms of such proposed Transfer shall change with the result that the per share price shall be different (by more than a de minimis amount) less than the per share price set forth in the Sale Notice or the other terms and conditions shall be materially more or less favorable to any Tag-Along Offeree Stockholder than those set forth in the Sale Notice (including, for the avoidance of doubt, a material portion of the cash consideration being changed modified to non-cash consideration, or vice versa), the acceptance by each Tag-Along Offeree Stockholder shall be deemed to be revoked, and it shall be necessary for a separate Sale Notice to be furnished, and the terms and provisions of this Section 4.4 4.4(b) separately complied with, in order to consummate such Transfer pursuant to this Section 4.4. For purposes of the preceding sentence, the price received by the Stockholder Sellers Sponsor Seller shall be deemed to include all compensation of any nature and type as is received by the Stockholder Sellers Sponsor Seller in respect of the Offer SharesShares and any non-competition covenants and similar matters. If at the end of the Tag-Along 120th day after the date of delivery of the Sale PeriodNotice, the Transfer has not been completed, the Sale Notice shall be null and void and each Tag-Along Offeree Stockholder shall be released from such Tag-Along Offeree Stockholder’s obligation in connection with under the Sale Notice and it shall be necessary for a separate Sale Notice to be furnished and the terms and provisions of this Section 4.4 separately complied with, in order to consummate such proposed Transfer pursuant to this Section 4.4.this

Third-Party Sale; Tag-Along Buyer. The Stockholder Sellers may not consummate any Transfer that is subject A sale to the provisions of a Proposed Transferee pursuant to this Section 4.4 unless 2.04 shall only be consummated if the Proposed Transferee purchasesshall purchase, within 120 90 days of the date of the Sale Notice (subject to extension to Notice, concurrently with and on the extent (x) necessary to obtain required governmental approvals or clearances or (y) approved in writing by all Sponsors) (same terms and conditions and at the “Tag-Along Sale Period”), simultaneously with same price as the purchase applicable class of Shares from the Stockholder SellersOffer Shares, all of the each Offeree Stockholder’s Tag-Along Shares (of the same class with respect to such sale, in accordance with their elections pursuant to Section 2.04(b), and subject to the cutback in Section 4.4(b)) on the Same Terms and Conditions, which terms and conditions include the same price as set forth in the Sale Notice and otherwise are not materially less favorable than those set forth in the Sale Notice last sentence thereof (the “Tag-Along Right”); provided, however, if, prior . Each Offeree Stockholder electing to consummation, the terms of such proposed Transfer shall change with the result that the per share price shall be different (by more than a de minimis amount) than the per share price set forth in the Sale Notice or the other terms and conditions shall be materially more or less favorable to any sell Tag-Along Stockholder than those set forth Shares (a “Tag-Along Seller”) agrees to cooperate in consummating such a sale, including, without limitation, by becoming a party to the Sale Notice sales agreement and all other appropriate related agreements, delivering, at the consummation of such sale, stock certificates (if any) and other instruments for such Shares duly endorsed for transfer, free and clear of all liens and encumbrances, and voting or consenting in favor of such transaction (to the extent a vote or consent is required) and taking any other necessary or appropriate action in furtherance thereof, including the execution and delivery of any other appropriate agreements, certificates, instruments and other documents (including, for without limitation, making any representations and warranties with respect to the avoidance of doubtCompany or the Company’s business to the same extent that the Selling Stockholder makes such representations and warranties, a material portion of if and to the cash consideration being changed to non-cash considerationextent requested by the Proposed Transferee). In addition, or vice versa), the acceptance by each Tag-Along Stockholder shall be deemed Seller shall, if and to the extent requested by the Selling Stockholder, agree to be revokedseverally responsible for its proportionate share (based on the number of securities transferred in the transaction) of the third-party expenses of sale incurred by the sellers on behalf of all sellers in connection with such sale and the monetary obligations and liabilities incurred by the sellers on behalf of all sellers in connection with such sale. Such monetary obligations and liabilities shall include (to the extent such obligations are incurred) obligations and liabilities for indemnification (including for (i) breaches of representations and warranties made in connection with such sale by the Company or any other seller with respect to the Company or the Company’s business, (ii) breaches of covenants in effect prior to closing, on a several basis with other sellers who have breached the same covenants and (iii) other matters, but only, in the case of clause (iii), to the extent such breaches or inaccuracies are of a type for which insurance can be obtained on commercially reasonable terms), and it shall be necessary for a separate Sale Notice also include amounts paid into escrow or subject to be furnishedholdbacks, and amounts subject to post-closing purchase price adjustments, provided that all such obligations are equally applicable on a several and not joint basis to the terms and provisions of this Section 4.4 separately complied with, in order to consummate such Transfer pursuant to this Section 4.4. For purposes of the preceding sentence, the price received by the Selling Stockholder Sellers shall be deemed to include all compensation of any nature and type as is received by the Stockholder Sellers in respect of the Offer Shares. If at the end of the Tag-Along Sale Period, the Transfer has not been completed, the Sale Notice shall be null and void and each Tag-Along Stockholder shall be released from Seller based on the number of securities transferred in the transaction. The foregoing notwithstanding, (i) without the written consent of a Tag-Along Seller, the amount of such obligations and liabilities for which such Tag-Along Stockholder’s obligation in connection with the Sale Notice and it Seller shall be necessary responsible shall not exceed the gross proceeds received by such Tag-Along Seller in such sale, (ii) a Tag-Along Seller shall not be obligated to enter into any non-compete or other post-closing covenant that restricts its activities in any way and (iii) a Tag-Along Seller shall not be responsible for a separate Sale Notice the fraud of any other seller or for any indemnification obligations and liabilities for breaches of representations and warranties and covenants made by any other seller with respect to be furnished such other seller’s (A) ownership of and title to shares of capital stock of the terms Company, (B) organization, (C) authority, (D) conflicts and provisions of this Section 4.4 separately complied with, in order consents and (E) other matters that relate to consummate such proposed Transfer pursuant other seller but not to this Section 4.4the Company or such Tag-Along Seller.