Common use of upon subsequent Transfer Clause in Contracts

upon subsequent Transfer. If one or more Other Holders give the Selling Holder a timely Tag-Along Notice, then the Selling 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 Holder shall transfer any of its shares to any prospective Transferee if such prospective Transferee(s) declines to allow the participation of the Other Holders. If the prospective Transferee(s) is unwilling or unable to acquire all of the Offered Securities and all of the Marathon Securities, Xxxxxxx Family Securities and Employee Securities specified in a timely Tag-Along Notice upon such terms, then the Selling 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 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 3.2(a), and to consummate such Transfer on those terms and conditions): (i) each participating Securityholder (including the Selling Holder) shall be entitled to sell a number of shares of each class of Securities (taking into account the provisions of clause (1) of the first paragraph of this Section 3.2(a)) (not to exceed, for any Other Holder, the number of shares of such class of Securities identified in such Other Holder's Tag-Along Notice) equal to the product of (A) the number of Allocable Shares of such class of Securities and (B) a fraction, the numerator of which is such Securityholder's Ownership Percentage of such class of Securities and the denominator of which is the aggregate Ownership Percentage for all participating Securityholders of such class of Securities; and (ii) if after allocating the Allocable Shares of any class of Securities to such Securityholders in accordance with clause (i) above, there are any Allocable Shares of such class that remain unallocated, then they shall be allocated (in one or more successive allocations on the basis of the allocation method specified in clause (i) above) among the Selling Holder and each such Other Holder that has elected in its Tag-Along Notice to sell a greater number of shares of such class of Securities than previously has been allocated to it pursuant to clause (i) and this clause (ii) (all of whom (but no others) shall, for purposes of clause (i) above, be deemed to be the participating Securityholders) until all such Allocable Shares have been allocated in accordance with this clause (ii).

upon subsequent Transfer. If one or more Other Holders give the Selling Holder a timely Tag-Along Notice, then the Selling 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 Holder shall transfer any of its shares to any prospective Transferee if such prospective Transferee(s) declines to allow the participation of the Other Holders. If the prospective Transferee(s) is unwilling or unable to acquire all of the Offered Securities and all of the Marathon Securities, Xxxxxxx Family Pro-Fac Securities and Employee Securities specified in a timely Tag-Along Notice upon such terms, then the Selling 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 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 3.2(a), and to consummate such Transfer on those terms and conditions): (i) each participating Securityholder (including the Selling Holder) shall be entitled to sell a number of shares of each class of Securities (taking into account the provisions of clause (1) of the first paragraph of this Section 3.2(a)) (not to exceed, for any Other Holder, the number of shares of such class of Securities identified in such Other Holder's Tag-Along Notice) equal to the product of (A) the number of Allocable Shares of such class of Securities and (B) a fraction, the numerator of which is such Securityholder's Ownership Percentage of such class of Securities and the denominator of which is the aggregate Ownership Percentage for all participating Securityholders of such class of Securities; and (ii) if after allocating the Allocable Shares of any class of Securities to such Securityholders in accordance with clause (i) above, there are any Allocable Shares of such class that remain unallocated, then they shall be allocated (in one or more successive allocations on the basis of the allocation method specified in clause (i) above) among the Selling Holder and each such Other Holder that has elected in its Tag-Along Notice to sell a greater number of shares of such class of Securities than previously has been allocated to it pursuant to clause (i) and this clause (ii) (all of whom (but no others) shall, for purposes of clause (i) above, be deemed to be the participating Securityholders) until all such Allocable Shares have been allocated in accordance with this clause (ii).

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 shares 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 the Selling Vestar Holder 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 Marathon Securities, Xxxxxxx Family Securities and 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 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 class, only to the extent such Securities are vested (or may become vested as a result of such Transfer) pursuant to the terms and conditions set forth in the applicable Management Unit Subscription Agreement, on the same terms and conditions taking into account the provisions of clause (1) of the first paragraph of this Section 3.2(a3.3(a), whether or not they are represented by voting trust certificates, and to consummate such Transfer on those terms and conditions): (i) each participating Securityholder (including the Selling Holder) shall be entitled to sell a number of shares of each class of Securities (taking into account the provisions of clause (1) of the first paragraph of this Section 3.2(a)) (not to exceed, for any Other Holder, the number of shares of such class of Securities identified in such Other Holder's Tag-Along Notice) equal to the product of (A) the number of Allocable Shares of such class of Securities and (B) a fraction, the numerator of which is such Securityholder's Ownership Percentage of such class of Securities and the denominator of which is the aggregate Ownership Percentage for all participating Securityholders of such class of Securities; and (ii) if after allocating the Allocable Shares of any class of Securities to such Securityholders in accordance with clause (i) above, there are any Allocable Shares of such class that remain unallocated, then they shall be allocated (in one or more successive allocations on the basis of the allocation method specified in clause (i) above) among the Selling Holder and each such Other Holder that has elected in its Tag-Along Notice to sell a greater number of shares of such class of Securities than previously has been allocated to it pursuant to clause (i) and this clause (ii) (all of whom (but no others) shall, for purposes of clause (i) above, be deemed to be the participating Securityholders) until all such Allocable Shares have been allocated in accordance with this clause (ii).

upon subsequent Transfer. If one or more Other Holders give the Selling Holder a timely Tag-Along Notice, then the Selling 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 Holder shall transfer any of its shares to any prospective Transferee if such prospective Transferee(s) declines to allow the participation of the Other Holders. If the prospective Transferee(s) is unwilling or unable to acquire all of the Offered Securities and all of the Marathon Securities, Xxxxxxx Family Securities and Employee Securities specified in a timely Tag-Along Notice upon such terms, then the Selling 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 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 3.2(a), and to consummate such Transfer on those terms and conditions): (i) each participating Securityholder (including the Selling Holder) shall be entitled to sell a number of shares of each class of Securities (taking into account the provisions of clause (1) of the first paragraph of this Section 3.2(a)) (not to exceed, for any Other Holder, the number of shares of such class of Securities identified in such Other Holder's Tag-Along Notice) equal to the product of (A) the number of Allocable Shares of such class of Securities and (B) a fraction, the numerator of which is such Securityholder's Ownership Percentage of such class of Securities and the denominator of which is the aggregate Ownership Percentage for all participating Securityholders of such class of Securities; and (ii) if after allocating the Allocable Shares of any class of Securities to such Securityholders in accordance with clause (i) above, there are any Allocable Shares of such class that remain unallocated, then they shall be allocated (in one or more successive allocations on the basis of the allocation method specified in clause (i) above) among the Selling Holder and each such Other Holder that has elected in its Tag-Along Notice to sell a greater number of shares of such class of Securities than previously has been allocated to it pursuant to clause (i) and this clause (ii) (all of whom (but no others) shall, for purposes of clause (i) above, be deemed to be the participating Securityholders) until all such Allocable Shares have been allocated in accordance with this clause (ii).

upon subsequent Transfer. If one or more Other Holders give the Selling Holder such Transferring Stockholder receives a timely TagCome-Along Notice, then the Selling Holder such Transferring Stockholder shall use all reasonable efforts to obtain the agreement of the prospective Transferee(s) transferee to the participation purchase all, and not less than all, of the Other Holders in any contemplated TransferOffered Securities and the Additional Securities, on the same terms and conditions as are applicable to the Offered Securities, and no Selling Holder shall transfer any of its shares to any prospective Transferee if such prospective Transferee(s) declines to allow the participation of the Other Holdersset forth above. If the prospective Transferee(s) is unwilling or unable purchaser declines to acquire purchase all of the Offered Securities and all the Additional Securities, each of the Marathon Securities, Xxxxxxx Family Securities Transferring Stockholder and Employee Securities specified in a timely Tag-Along Notice upon such terms, then the Selling 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 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 3.2(a), and to consummate such Transfer on those terms and conditions): (i) each participating Securityholder (including the Selling Holder) Electing Stockholder shall be entitled to sell a Transfer the number of shares of each class of Equity Securities determined by multiplying (taking into account the provisions of clause (1x) of the first paragraph of this Section 3.2(a)) (not to exceed, for any Other Holder, the number of shares of such class of Equity Securities identified in such Other Holder's Tag-Along Notice) equal the prospective purchaser is willing to the product of purchase by (A) the number of Allocable Shares of such class of Securities and (By) a fraction, the numerator of which is such Securityholder's Ownership Percentage (A) in the case of the Transferring Stockholder, the number of shares of Offered Securities and (B) in the case of an Electing Stockholder, the number of shares of Come-Along Securities of such class of Securities Electing Stockholder, and the denominator of which is the aggregate Ownership Percentage for all participating Securityholders of such class of Securities; and (ii) if after allocating the Allocable Shares of any class of Securities to such Securityholders in accordance with clause (i) above, there are any Allocable Shares of such class that remain unallocated, then they shall be allocated (in one or more successive allocations on the basis sum of the allocation method specified in clause (i) above) among the Selling Holder and each such Other Holder that has elected in its Tag-Along Notice to sell a greater number of shares of Offered Securities plus the number of shares of Additional Securities. Each Electing Stockholder shall be severally obligated to join (on a basis not to exceed such class Electing Stockholder's pro rata share of Securities the proceeds from such sale as provided hereunder) in any indemnification or other obligations to which a Transferring Stockholder agrees in connection with such sale (other than previously has been allocated any such obligations that relate specifically to it a particular Electing Stockholder, such as indemnification with respect to representations and warranties given by an Electing Stockholder regarding such Electing Stockholder's title to and ownership of Equity Securities, as to which obligations each such Electing Stockholder shall be solely liable). The Come-Along Right granted pursuant to clause (ithis Section 2.2(b)(ii) and the requirements of this clause (iiSection 2.2(b)(ii) (all shall terminate upon the date of whom (but the closing of an Initial Public Offering, and the Stockholders will have no others) shall, for purposes Come-Along Rights in connection with the sale of clause (i) above, be deemed to be the participating Securityholders) until all Equity Securities in such Allocable Shares have been allocated in accordance with this clause (ii)public offering.

upon subsequent Transfer. If one or more Other Holders give the Selling Holder Participant gives Investors a timely Tag-Along Notice, then the Selling Holder Investors shall use all reasonable efforts to obtain the agreement of the prospective Transferee(s) to the participation of the Other Holders Participant in any contemplated Transfer, on the same terms and conditions as are applicable to the Offered Securities, and no Selling Holder Investors shall not transfer any of its shares to any prospective Transferee if such prospective Transferee(s) declines to allow the participation of the Other HoldersParticipant. If the prospective Transferee(s) is unwilling or unable to acquire all of the Offered Securities and all of the Marathon Securities, Xxxxxxx Family Securities and Employee Securities Option Shares specified in a timely Tag-Along Notice upon such terms, then the Selling Holder Investors may elect either to cancel such proposed Transfer or to allocate the maximum number of each class shares of Securities Common Stock that the prospective Transferees are willing to purchase (the "Allocable SharesALLOCABLE SHARES") among the Selling Holder Investors, Participant and the Other Holders such other participants 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 3.2(a), and to consummate such Transfer on those terms and conditions):follows: (i) each participating Securityholder Person (including the Selling HolderInvestors) shall be entitled to sell a number of shares of each class of Securities (taking into account the provisions of clause (1) of the first paragraph of this Section 3.2(a)) Common Stock (not to exceed, for any Other HolderParticipant, the number of shares of such class of Securities Common Stock identified in such Other HolderParticipant's Tag-Along Notice) equal to the product of (A) the number of Allocable Shares of such class of Securities Common Stock and (B) a fraction, the numerator of which is such Securityholderstockholder's Ownership Percentage of such class shares of Securities Common Stock and the denominator of which is the aggregate Ownership Percentage for all participating Securityholders of such class of SecuritiesPersons; and (ii) if after allocating the Allocable Shares of any class of Securities Common Stock to such Securityholders stockholders in accordance with clause (i) above, there are any Allocable Shares of such class that remain unallocated, then they shall be allocated (in one or more successive allocations on the basis of the allocation method specified in clause (i) above) among the Selling Holder Investors and each such Other Holder Participant that has elected in its Tag-Along Notice to sell a greater number of shares of such class of Securities Common Stock than previously has been allocated to it pursuant to clause (i) and this clause (ii) (all of whom (but no others) shall, for purposes of clause (i) above, be deemed to be the participating SecurityholdersPersons) until all such Allocable Shares have been allocated in accordance with this clause (ii).

upon subsequent Transfer. If one or more Other Holders give the Selling Holder a timely Tag-Along Notice, then the Selling 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 Holder shall transfer any of its shares to any prospective Transferee transferee if such prospective Transferee(stransferee(s) declines to allow the participation of the Other Holders. If the prospective Transferee(stransferee(s) is unwilling or unable to acquire all of the Offered Securities and all of the Marathon Securities, Xxxxxxx Family Securities and Employee New Partner Securities specified in a timely Tag-Along Notice upon such terms, then the Selling 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 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 3.2(a3.1(b), and to consummate such Transfer on those terms and conditions): (i) each participating Securityholder (including the Selling Holder) shall be entitled to sell a number of shares of each class of Securities (taking into account the provisions of clause (1) of the first paragraph of this Section 3.2(a3.1(b)) (not to exceed, for any Other Holder, the number of shares of such class of Securities identified in such Other Holder's Tag-Along Notice) equal to the product of (A) the number of Allocable Shares of such class of Securities and (B) a fraction, the numerator of which is such Securityholder's Ownership Percentage the number of shares of such class of Securities owned by such Securityholder and the denominator of which is the aggregate Ownership Percentage for number of shares owned by all participating Securityholders of such class of Securities; and (ii) if after allocating the Allocable Shares of any class of Securities to such Securityholders in accordance with clause (iSection 3.1(b)(i) above, there are any Allocable Shares of such class that remain unallocated, then they shall be allocated (in one or more successive allocations on the basis of the allocation method specified in clause (iSection 3.1(b)(i) above) among the Selling Holder and each such Other Holder that has elected in its Tag-Along Notice to sell a greater number of shares of such class of Securities than previously has been allocated to it pursuant to clause (iSection 3.1(b)(i) above and this clause (iiSection 3.1(b)(ii) (all of whom (but no others) shall, for purposes of clause (iSection 3.1(b)(i) above, be deemed to be the participating Securityholders) until all such Allocable Shares have been allocated in accordance with this clause (iiSection 3.1(b)(ii). For purposes of this Section 3.1(b), Class A Stock and Class B Stock shall be deemed the same class of stock.

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 shares 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 Marathon Securities, Xxxxxxx Family Securities and 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 3.2(a3.3(a), and to consummate such Transfer on those terms and conditions): (i) each participating Securityholder (including the Selling Holder) shall be entitled to sell a number of shares of each class of Securities (taking into account the provisions of clause (1) of the first paragraph of this Section 3.2(a)) (not to exceed, for any Other Holder, the number of shares of such class of Securities identified in such Other Holder's Tag-Along Notice) equal to the product of (A) the number of Allocable Shares of such class of Securities and (B) a fraction, the numerator of which is such Securityholder's Ownership Percentage of such class of Securities and the denominator of which is the aggregate Ownership Percentage for all participating Securityholders of such class of Securities; and (ii) if after allocating the Allocable Shares of any class of Securities to such Securityholders in accordance with clause (i) above, there are any Allocable Shares of such class that remain unallocated, then they shall be allocated (in one or more successive allocations on the basis of the allocation method specified in clause (i) above) among the Selling Holder and each such Other Holder that has elected in its Tag-Along Notice to sell a greater number of shares of such class of Securities than previously has been allocated to it pursuant to clause (i) and this clause (ii) (all of whom (but no others) shall, for purposes of clause (i) above, be deemed to be the participating Securityholders) until all such Allocable Shares have been allocated in accordance with this clause (ii).