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 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(s) is unwilling or unable to acquire all of the Offered Securities and all of the 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, 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 3.3(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 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, 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 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, 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, 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 Holder such Transferring Stockholder receives a timely TagCome-Along Notice, then the Selling Vestar 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 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 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 Transferset 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 Securities specified in a timely Tag-Along Notice upon such terms, then Transferring Stockholder and each Electing Stockholder shall be entitled to Transfer the Selling Vestar Holder may elect either to cancel such proposed Transfer or to allocate the maximum number of each class Equity Securities determined by multiplying (x) the number of shares of Equity Securities that the prospective transferees are purchaser is willing to purchase by (y) a fraction, the “Allocable Shares”numerator of which is (A) among in the Selling Vestar Holder 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 Electing Stockholder, and the Other Holders giving timely Tagdenominator of which is the sum of the 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 Electing Stockholder's pro rata share of 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 any such obligations that relate specifically to 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 Notices as follows (it being understood that the prospective transferees shall be required to purchase Securities of the same class, only to the extent such Securities are vested (or may become vested as a result of such Transfer) Right granted pursuant to this Section 2.2(b)(ii) and 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 requirements of this Section 3.3(a), whether or not they are represented by voting trust certificates2.2(b)(ii) shall terminate upon the date of the closing of an Initial Public Offering, and to consummate the Stockholders will have no Come-Along Rights in connection with the sale of Equity Securities in such Transfer on those terms and conditions):public offering.