Common use of upon subsequent Transfer Clause in Contracts

upon subsequent Transfer. If one or more Other Holders give the Selling Vestar Holder a timely Tag-Along Notice, then the Selling Vestar Holder shall use all reasonable efforts to obtain the agreement of the prospective Transferee(s) to the participation of the Other Holders in any contemplated Transfer, on the same terms and conditions as are applicable to the Offered Securities, and no Selling Vestar Holder shall transfer any of its units or shares, as the case may be, to any prospective Transferee if such prospective Transferee(s) declines to allow the participation of the Other Holders, unless Vestar agrees to purchase the Units that such Other Holders are entitled to sell and have elected to sell in connection with such Transfer. If the prospective Transferee(s) is unwilling or unable to acquire all of the Offered Securities and all of the Employee Securities, TCW Securities and NYLIM Securities specified in a timely Tag-Along Notice upon such terms, then the Selling Vestar Holder may elect either to cancel such proposed Transfer or to allocate the maximum number of each class of Securities that the prospective Transferees are willing to purchase (the “Allocable Shares”) among the Selling Vestar Holder and the Other Holders giving timely Tag-Along Notices as follows (it being understood that the prospective Transferees shall be required to purchase Securities of the same class on the same terms and conditions taking into account the provisions of clause (1) of the first paragraph of this Section 3.3(a), and to consummate such Transfer on those terms and conditions):

upon subsequent Transfer. If one or more Other Holders give the Selling Vestar Holder a timely Tag-Along Notice, then the Selling Vestar Holder shall use all reasonable efforts to obtain the agreement of the prospective Transferee(s) to the participation of the Other Holders in any contemplated Transfer, on the same terms and conditions as are applicable to the Offered Securities, and no Selling Vestar Holder shall transfer any of its units or shares, as the case may be, Securities to any prospective Transferee if such prospective Transferee(s) declines to allow the participation of the Other Holders, unless Vestar agrees to purchase the Units that such Other Holders are entitled to sell and have elected to sell in connection with such Transfer. If the prospective Transferee(s) is unwilling or unable to acquire all of the Offered Securities and all of the Employee Securities, TCW Securities and NYLIM Securities specified in a timely Tag-Along Notice upon such terms, then the Selling Vestar Holder may elect either to cancel such proposed Transfer or to allocate the maximum number of each class of Securities that the prospective Transferees are willing to purchase (the “Allocable SharesSecurities”) among the Selling Vestar Holder and the Other Holders giving timely Tag-Along Notices as follows (it being understood that the prospective Transferees shall be required to purchase Securities of the same class on the same terms and conditions taking into account the provisions of clause (1) of the first paragraph of this Section 3.3(a4.1(a), whether or not they are represented by voting trust certificates, and to consummate such Transfer on those terms and conditions):

upon subsequent Transfer. If one or more Other Holders give the Selling Vestar Holder a timely Tag-Along Notice, then the Selling Vestar Holder shall use all reasonable efforts to obtain the agreement of the prospective Transferee(s) to the participation of the Other Holders in any contemplated Transfer, on the same terms and conditions as are applicable to the Offered Securities, and no Selling Vestar Holder shall transfer any of its units or shares, as the case may be, to any prospective Transferee if such prospective Transferee(s) declines to allow the participation of the Other Holders, unless Vestar agrees to purchase the Units that such Other Holders are entitled to sell and have elected to sell in connection with such Transfer. If the prospective Transferee(s) is unwilling or unable to acquire all of the Offered Securities and all of the Employee Securities, TCW Pro-Fac Securities and NYLIM Employee Securities specified in a timely Tag-Along Notice upon such terms, then the Selling Vestar Holder may elect either to cancel such proposed Transfer or to allocate the maximum number of each class of Securities that the prospective Transferees are willing to purchase (the “"Allocable Shares”") among the Selling Vestar Holder and the Other Holders giving timely Tag-Along Notices as follows (it being understood that the prospective Transferees shall be required to purchase Securities of the same class on the same terms and conditions taking into account the provisions of clause (1) of the first paragraph of this Section 3.3(a3.2(a), and to consummate such Transfer on those terms and conditions):

upon subsequent Transfer. If one or more Other Holders give the Selling Vestar Holder a timely Tag-Along Notice, then the Selling Vestar Holder shall use all reasonable efforts to obtain the agreement of the prospective Transferee(s) to the participation of the Other Holders in any contemplated Transfer, on the same terms and conditions as are applicable to the Offered Securities, and no Selling Vestar Holder shall transfer any of its units or shares, as the case may be, shares to any prospective Transferee if such prospective Transferee(s) declines to allow the participation of the Other Holders, unless Vestar agrees to purchase the Units that such Other Holders are entitled to sell and have elected to sell in connection with such Transfer. If the prospective Transferee(s) is unwilling or unable to acquire all of the Offered Securities and all of the Employee Marathon Securities, TCW Xxxxxxx Family Securities and NYLIM Employee Securities specified in a timely Tag-Along Notice upon such terms, then the Selling Vestar Holder may elect either to cancel such proposed Transfer or to allocate the maximum number of each class of Securities that the prospective Transferees are willing to purchase (the “"Allocable Shares”") among the Selling Vestar Holder and the Other Holders giving timely Tag-Along Notices as follows (it being understood that the prospective Transferees shall be required to purchase Securities of the same class on the same terms and conditions taking into account the provisions of clause (1) of the first paragraph of this Section 3.3(a3.2(a), and to consummate such Transfer on those terms and conditions):

upon subsequent Transfer. If one or more Other Holders give the Selling Vestar Blackstone Holder a timely Tag-Along Notice, then the Selling Vestar Blackstone Holder shall use all its reasonable efforts to obtain the agreement of the prospective Transferee(stransferee(s) to the participation of the Other Holders in any contemplated Transfer, on the same terms and conditions as are applicable to the Offered Securities, and no Selling Vestar Blackstone Holder shall transfer any of its units or shares, as the case may be, to any prospective Transferee transferee if such prospective Transferee(stransferee(s) declines to allow the participation of the Other Holders, unless Vestar agrees to purchase the Units that such Other Holders are entitled to sell and have elected to sell in connection with such Transfer. If the prospective Transferee(stransferee(s) is unwilling or unable to acquire all of the Offered Securities and all of the Employee Securities, TCW Securities and NYLIM Securities specified in a timely Tag-Along Notice upon such terms, then the Selling Vestar Blackstone Holder may elect either to cancel such proposed Transfer or to allocate the maximum number of each class of Securities that the prospective Transferees transferees are willing to purchase (the “Allocable Shares”) among the Selling Vestar Blackstone Holder and the Other Holders giving timely Tag-Along Notices as follows (it being understood that the prospective Transferees transferees shall be required to purchase Securities of the same class on the same terms and conditions taking into account the provisions of clause (1) of the first paragraph of this Section 3.3(a), and to consummate such Transfer on those terms and conditions):

upon subsequent Transfer. If one or more Other Holders give the Selling Vestar Holder a timely Tag-Along Notice, then the Selling Vestar Holder shall use all reasonable efforts to obtain the agreement of the prospective Transferee(s) to the participation of the Other Holders in any contemplated Transfer, on the same terms and conditions as are applicable to the Offered Securities, and no Selling Vestar Holder shall transfer any of its units or shares, as the case may be, shares to any prospective Transferee if such prospective Transferee(s) declines to allow the participation of the Other Holders, unless Vestar agrees to purchase the Units that such Other Holders are entitled to sell and have elected to sell in connection with such Transfer. If the prospective Transferee(s) is unwilling or unable to acquire all of the Offered Securities and all of the Employee Securities, TCW Securities and NYLIM Securities specified in a timely Tag-Along Notice upon such terms, then the Selling Vestar Holder may elect either to cancel such proposed Transfer or to allocate the maximum number of each class of Securities that the prospective Transferees are willing to purchase (the “"Allocable Shares”") among the Selling Vestar Holder and the Other Holders giving timely Tag-Along Notices as follows (it being understood that the prospective Transferees shall be required to purchase Securities of the same class on the same terms and conditions taking into account the provisions of clause (1) of the first paragraph of this Section 3.3(a3.2(a), and to consummate such Transfer on those terms and conditions):

upon subsequent Transfer. If one or more Other Holders give gives the Selling Vestar Holder a timely Tag-Along NoticeNotice (each, an "Electing Holder"), then the Selling Vestar Holder shall use all reasonable efforts to obtain the agreement of the prospective Transferee(s) transferee to the participation of the Other Electing Holders in any contemplated Transfer, on the same terms and conditions as are applicable to the Offered Securities, and no Selling Vestar Holder shall transfer any of its units or shares, as the case may be, Offered Securities to any the prospective Transferee transferee if such prospective Transferee(s) transferee declines to allow the participation of the Other Electing Holders, unless Vestar agrees to purchase the Units that such Other Holders are entitled to sell and have elected to sell in connection with such Transfer. If the prospective Transferee(s) transferee is unwilling or unable to acquire all of the Offered Securities and all of the Employee Securities, TCW Securities and NYLIM Securities specified in a each timely Tag-Tag- Along Notice upon such terms, then the Selling Vestar Holder may elect either to cancel such proposed Transfer or to allocate the maximum number or amount of each type or class of Offered Securities that the prospective Transferees are transferee is willing to purchase (the “"Allocable Shares”Securities") among the Selling Vestar Holder and the Other Electing Holders giving timely Tag-Along Notices as follows (it being understood that the prospective Transferees transferees shall be required to purchase Offered Securities of the same type or class on the same terms and conditions taking into account the provisions of clause (1) of the first paragraph of this Section 3.3(a), and to consummate such Transfer on those terms and conditions):

upon subsequent Transfer. If one or more Other Holders give the Selling Vestar Holder a timely Tag-Along Notice, then the Selling Vestar Holder shall use all reasonable efforts to obtain the agreement of the prospective Transferee(s) to the participation of the Other Holders in any contemplated Transfer, on the same terms and conditions as are applicable to the Offered Securities, and no Selling Vestar Holder shall transfer any of its units or shares, as the case may be, shares to any prospective Transferee if such prospective Transferee(s) declines to allow the participation of the Other Holders, unless Vestar agrees to purchase the Units that such Other Holders are entitled to sell and have elected to sell in connection with such Transfer. If the prospective Transferee(s) is unwilling or unable to acquire all of the Offered Securities and all of the Employee Securities, TCW Securities and NYLIM Securities specified in a timely Tag-Along Notice upon such terms, then the Selling Vestar Holder may elect either to cancel such proposed Transfer or to allocate the maximum number of each class of Securities that the prospective Transferees are willing to purchase (the “"Allocable Shares”") among the Selling Vestar Holder and the Other Holders giving timely Tag-Along Notices as follows (it being understood that the prospective Transferees shall be required to purchase Securities of the same class on the same terms and conditions taking into account the provisions of clause (1) of the first paragraph of this Section 3.3(a3.2(a), whether or not they are represented by voting trust certificates, and to consummate such Transfer on those terms and conditions):

upon subsequent Transfer. If one or more Other Holders give the Selling Vestar Holder a timely Tag-Along Notice, then the Selling Vestar Holder shall use all reasonable efforts to obtain the agreement of the prospective Transferee(stransferee(s) to the participation of the Other Holders in any contemplated Transfer, on the same terms and conditions as are applicable to the Offered Securities, and no Selling Vestar Holder shall transfer any of its units or shares, as the case may be, shares to any prospective Transferee transferee if such prospective Transferee(stransferee(s) declines to allow the participation of the Other Holders, unless Vestar agrees to purchase the Units that such Other Holders are entitled to sell and have elected to sell in connection with such Transfer. If the prospective Transferee(stransferee(s) is unwilling or unable to acquire all of the Offered Securities and all of the Employee Securities, TCW Securities and NYLIM New Partner Securities specified in a timely Tag-Along Notice upon such terms, then the Selling Vestar Holder may elect either to cancel such proposed Transfer or to allocate the maximum number of each class of Securities that the prospective Transferees transferees are willing to purchase (the “"Allocable Shares”") among the Selling Vestar Holder and the Other Holders giving timely Tag-Along Notices as follows (it being understood that the prospective Transferees transferees shall be required to purchase Securities of the same class on the same terms and conditions taking into account the provisions of clause (1) of the first paragraph of this Section 3.3(a3.1(b), and to consummate such Transfer on those terms and conditions):

upon subsequent Transfer. If one or more Other Holders give the Selling Vestar Holder a timely Tag-Along Notice, then the Selling Vestar Holder shall use all reasonable efforts to obtain the agreement of the prospective Transferee(s) to the participation of the Other Holders in any contemplated Transfer, on the same terms and conditions as are applicable to the Offered Securities, and no Selling Vestar Holder shall transfer any of its units or shares, as the case may be, shares to any prospective Transferee if such prospective Transferee(s) declines to allow the participation of the Other Holders, unless Vestar agrees to purchase the Units that such Other Holders are entitled to sell and have elected to sell in connection with such Transfer. If the prospective Transferee(s) is unwilling or unable to acquire all of the Offered Securities and all of the Employee Marathon Securities, TCW Xxxxxxx Family Securities and NYLIM Employee Securities specified in a timely Tag-Along Notice upon such terms, then the Selling Vestar Holder may elect either to cancel such proposed Transfer or to allocate the maximum number of each class of Securities that the prospective Transferees are willing to purchase (the “Allocable Shares”"ALLOCABLE SHARES") among the Selling Vestar Holder and the Other Holders giving timely Tag-Along Notices as follows (it being understood that the prospective Transferees shall be required to purchase Securities of the same class on the same terms and conditions taking into account the provisions of clause (1) of the first paragraph of this Section 3.3(aSECTION 3.2(a), and to consummate such Transfer on those terms and conditions):

upon subsequent Transfer. If one or more Other Holders give the Selling Vestar Holder a timely Tag-Along Notice, then the Selling Vestar Holder shall use all reasonable efforts to obtain the agreement of the prospective Transferee(s) to the participation of the Other Holders in any contemplated Transfer, on the same terms and conditions as are applicable to the Offered Securities, and no Selling Vestar Holder shall transfer any of its units or shares, as the case may be, to any prospective Transferee if such prospective Transferee(s) declines to allow the participation of the Other Holders, unless Vestar agrees to purchase the Units that such Other Holders are entitled to sell and have elected to sell in connection with such Transfer. If the prospective Transferee(s) is unwilling or unable to acquire all of the Offered Securities and all of the Employee Securities, TCW Securities and NYLIM Securities specified in a timely Tag-Along Notice upon such terms, then the Selling Vestar Holder may elect either to cancel such proposed Transfer or to allocate the maximum number of each class of Securities that the prospective Transferees are willing to purchase (the “Allocable Shares”) among the Selling Vestar Holder and the Other Holders giving timely Tag-Along Notices as follows (it being understood that the prospective Transferees shall be required to purchase Securities of the same class on the same terms and conditions taking into account the provisions of clause (1) of the first paragraph of this Section 3.3(a), whether or not they are represented by voting trust certificates, and to consummate such Transfer on those terms and conditions):

upon subsequent Transfer. If one or more Other Holders give the Selling Vestar Blackstone Holder a timely Tag-Along Notice, then the Selling Vestar Blackstone Holder shall use all its reasonable efforts to obtain the agreement of the prospective Transferee(s) to the participation of the Other Holders in any contemplated Transfer, on the same terms and conditions as are applicable to the Offered Securities, and no Selling Vestar Blackstone Holder shall transfer any of its units or shares, as the case may be, to any prospective Transferee if such prospective Transferee(s) declines to allow the participation of the Other Holders, unless Vestar agrees to purchase the Units that such Other Holders are entitled to sell and have elected to sell in connection with such Transfer. If the prospective Transferee(s) is unwilling or unable to acquire all of the Offered Securities and all of the Employee Securities, TCW Securities and NYLIM Securities specified in a timely Tag-Along Notice upon such terms, then the Selling Vestar Blackstone Holder may elect either to cancel such proposed Transfer or to allocate the maximum number of each class of Securities that the prospective Transferees are willing to purchase (the “Allocable Shares”) among the Selling Vestar Blackstone Holder and the Other Holders giving timely Tag-Along Notices as follows (it being understood that the prospective Transferees shall be required to purchase Securities of the same class on the same terms and conditions taking into account the provisions of clause (1) of the first paragraph of this Section 3.3(a3.3(a)(i), and to consummate such Transfer on those terms and conditions):

upon subsequent Transfer. If one or more Other Holders give the Selling Vestar Holder a timely Tag-Along Notice, then the Selling Vestar Holder shall use all reasonable efforts to obtain the agreement of the prospective Transferee(s) to the participation of the Other Holders in any contemplated Transfer, on the same terms and conditions as are applicable to the Offered Securities, and no Selling Vestar Holder shall transfer any of its units or shares, as the case may be, to any prospective Transferee if such prospective Transferee(s) declines to allow the participation of the Other Holders, unless Vestar agrees to purchase the Units that such Other Holders are entitled to sell and have elected to sell in connection with such Transfer. If the prospective Transferee(s) is unwilling or unable to acquire all of the Offered Securities and all of the Employee Securities, TCW Pro-Fac Securities and NYLIM Employee Securities specified in a timely Tag-Along Notice upon such terms, then the Selling Vestar Holder may elect either to cancel such proposed Transfer or to allocate the maximum number of each class of Securities that the prospective Transferees are willing to purchase (the “Allocable Shares”) among the Selling Vestar Holder and the Other Holders giving timely Tag-Along Notices as follows (it being understood that the prospective Transferees shall be required to purchase Securities of the same class on the same terms and conditions taking into account the provisions of clause (1) of the first paragraph of this Section 3.3(a3.2(a), and to consummate such Transfer on those terms and conditions):