Common use of Certain Legal Requirements Clause in Contracts

Certain Legal Requirements. In the event the consideration to be paid in exchange for Securities in the proposed Sale pursuant to Section 7.1 includes any securities and the receipt thereof by any Investor as a Participating Seller would require under applicable law (i) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities or (ii) the provision to any participant in the Sale of any information other than such information as would be required under Regulation D of the Securities and Exchange Commission or similar rule then in effect in an offering made pursuant to said Regulation D solely to "accredited investors" as defined in said Regulation D, the Proposed Xxxx Seller shall be obligated only to use its reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit such Participating Seller to receive such securities. Notwithstanding any provisions of this Section 7, if use of reasonable best efforts shall not have resulted in such requirements being complied with to the extent necessary to permit such Participating Seller to receive such securities, the Proposed Xxxx Seller shall cause to be paid to such Participating Seller in lieu thereof, against surrender of the Securities (in accordance with Section 7.4 hereof) which would have otherwise been Sold by such Participating Seller to the Proposed Buyer in the Sale, an amount in cash equal to the Fair Market Value of the securities which such Participating Seller would otherwise receive. The obligation of the Proposed Xxxx Seller to use reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit a Participating Seller to receive such securities shall be conditioned on such Participating Seller executing such documents and instruments, and taking such other actions (including without limitation, if required by the Proposed Xxxx Seller on advice of its counsel, agreeing to be represented during the course of such transaction by a "purchaser representative" (as defined in Regulation D) in connection with evaluating the merits and risks of the prospective investment and acknowledging that he was so represented), as the Proposed Xxxx Seller shall reasonably request in order to permit such requirements to have been complied with. Each Participating Seller agrees to take such actions as the Proposed Xxxx Seller shall reasonably request in order to permit such requirements to have been complied with, and no Participating Seller shall have the right to require that such Participating Seller receive cash in lieu of securities on grounds that such requirements have not been complied with.

Certain Legal Requirements. In the event the consideration to be paid in exchange for Securities in the proposed Sale pursuant to Section 7.1 includes any securities and the receipt thereof participation by any Investor Preemptive Purchaser Offeree as a Participating Seller Buyer would require under applicable law (i) the registration or qualification of such any securities or of any person as a broker or dealer or agent with respect to such securities or (ii) the provision to any participant in the Sale Issuance of any information other than such information as would be required under Regulation D of the Securities and Exchange Commission or similar rule then in effect in an offering made pursuant to said Regulation D solely to "accredited investors" as defined in said Regulation D, the Proposed Xxxx Seller Company shall be obligated only to use its reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit such Participating Seller Buyer to receive such securities. Notwithstanding any provisions of this Section 79, if use of reasonable best efforts shall not have resulted in such requirements being complied with to the extent necessary to permit such Participating Seller Buyer to receive such securities, the Proposed Xxxx Seller shall cause to be paid to Company may exclude such Participating Seller in lieu thereof, against surrender of the Securities (in accordance with Section 7.4 hereof) which would have otherwise been Sold by such Participating Seller to the Proposed Buyer from participation in the Sale, an amount in cash equal to the Fair Market Value of the securities which such Participating Seller would otherwise receiveIssuance. The obligation of the Proposed Xxxx Seller Company to use reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit a Participating Seller Buyer to receive such securities shall be conditioned on such Participating Seller Buyer executing such documents and instruments, and taking such other actions (including without limitation, if required by the Proposed Xxxx Seller Company on advice of its counsel, agreeing to be represented during the course of such transaction by a "purchaser representative" (as defined in Regulation D) in connection with evaluating the merits and risks of the prospective investment and acknowledging that he was so represented), as the Proposed Xxxx Seller Company shall reasonably request in order to permit such requirements to have been complied with. Each Participating Seller Buyer agrees to take such actions as the Proposed Xxxx Seller Company shall reasonably request in order to permit such requirements to have been complied with, and no Participating Seller shall have the right to require that such Participating Seller receive cash in lieu of securities on grounds that such requirements have not been complied with.

Certain Legal Requirements. In the event the consideration to be paid in exchange for Securities Management Shares in the a proposed Sale pursuant to Section 7.1 3.1 or 3.2 includes any securities securities, and the receipt thereof by any Investor as a Participating Seller would require under applicable law (ia) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities or (iib) the provision to any participant in the Sale Tag Along Seller or Drag Along Seller of any information other than such information as a prudent issuer would be required under Regulation D of the Securities and Exchange Commission or similar rule then in effect furnish to investors in an offering made pursuant to said Regulation D solely to "“accredited investors" as defined in said Regulation D”, the Proposed Xxxx Seller Prospective Selling Group shall be obligated only to use its their reasonable best efforts to cause such the requirements under Regulation D to have been be complied with to the extent necessary to permit such Participating Seller to receive such securities, it being understood and agreed that the Prospective Selling Group shall not be under any obligation to effect a registration of such securities under the Securities Act or similar statutes. Notwithstanding any provisions of this Section 73, if use of reasonable best efforts shall does not have resulted result in such the requirements under Regulation D being complied with to the extent necessary to permit such Participating Seller to receive such securities, the Proposed Xxxx Seller Prospective Selling Group shall cause to be paid to such Participating Seller in lieu thereof, against surrender of the Securities Management Shares (in accordance with Section 7.4 3.3.6 hereof) which would have otherwise been Sold by such Participating Seller to the Proposed Prospective Buyer in the Sale, an amount in cash equal to the Fair Market Value of such Management Shares as of the date of the issuance of securities which such Participating Seller would otherwise receivein exchange for Shares. The obligation of the Proposed Xxxx Seller Prospective Selling Group to use reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit a Participating Seller to receive such securities shall be conditioned on such Participating Seller executing such documents and instruments, and taking such other actions (including without limitation, limitation if required by the Proposed Xxxx Seller on advice of its counselProspective Selling Group, agreeing to be represented during the course of such transaction by a "“purchaser representative" ” (as defined in Regulation D) in connection with evaluating the merits and risks of the prospective investment and acknowledging that he was so represented), as the Proposed Xxxx Seller Prospective Selling Group shall reasonably request in order to permit such requirements to have been be complied with. Each Unless the Participating Seller agrees to take such in question shall have taken all actions as reasonably requested by the Proposed Xxxx Seller shall reasonably request Prospective Selling Investors in order to permit comply with the requirements under Regulation D, such requirements to have been complied with, and no Participating Seller shall not have the right to require that such Participating Seller receive the payment of cash in lieu of securities on grounds that such requirements have not been complied withunder this Section 3.3.1.

Certain Legal Requirements. In the event the consideration to be paid in exchange for Securities in the proposed Sale pursuant to Section 7.1 includes any securities and the receipt thereof by any Investor as a Participating Seller would require under applicable law (i) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities securities, or (ii) the provision to any participant in the Sale of any information other than such information as would be required under Regulation D of the Securities and Exchange Commission or similar rule then in effect in an offering made pursuant to said Regulation D solely to "accredited investors" as defined in said Regulation D, the Proposed Xxxx Seller shall be obligated only to use its reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit such Participating Seller to receive such securities. Notwithstanding any provisions of this Section 7, if use of reasonable best efforts shall not have resulted in such requirements being complied with to the extent necessary to permit such Participating Seller to receive such securities, the Proposed Xxxx Seller shall cause to be paid to such Participating Seller in lieu thereof, against surrender of the Securities (in accordance with Section 7.4 hereof) which would have otherwise been Sold sold in such Sale by such Participating Seller to the Proposed Buyer in the Sale, an amount in cash equal to the Fair Market Value of the securities which such Participating Seller would otherwise receive. The obligation of the Proposed Xxxx Seller to use reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit a Participating Seller to receive such securities shall be conditioned on such Participating Seller executing such documents and instruments, and taking such other actions (including without limitation, if required by the Proposed Xxxx Seller on advice of its counsel, agreeing to be represented during the course of such transaction by a "purchaser representative" (as defined in Regulation D) in connection with evaluating the merits and risks of the prospective investment and acknowledging that he was so represented), as the Proposed Xxxx Seller shall reasonably request in order to permit such requirements to have been complied with. Each Participating Seller agrees to take such actions as the Proposed Xxxx Seller shall reasonably request in order to permit such requirements to have been complied with, and no Participating Seller shall have the right to require that such Participating Seller receive cash in lieu of securities on grounds that such requirements have not been complied with.

Certain Legal Requirements. In the event the consideration to be paid in exchange for Securities in the proposed Sale pursuant to Section 7.1 9.8.1 includes any securities and the receipt thereof by any Investor Member as a Participating Seller would require under applicable law (i) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities or (ii) the provision to any participant in the Sale of any information other than such information as would be required under Regulation D of the Securities and Exchange Commission or similar rule rules then in effect in an offering made pursuant to said Regulation D solely to "accredited investors" as defined in said Regulation D, the Proposed Xxxx Seller Initiating Sellers shall be obligated only to use its their reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit such Participating Seller to receive such securities. Notwithstanding any provisions of this Section 79. 8, if use of reasonable best efforts shall not have resulted in such requirements being complied with to the extent necessary to permit such Participating Seller to receive such securities, the Proposed Xxxx Seller Initiating Sellers shall cause to be paid to such the Participating Seller in lieu thereof, against surrender of the Securities Units (in accordance with Section 7.4 9.8.4 hereof) which would have otherwise been Sold sold by such Participating Seller to the Proposed Buyer in the Sale, an amount in cash equal to the Fair Market Value of the securities which each such Participating Seller would otherwise receive. The obligation of the Proposed Xxxx Seller Initiating Sellers to use reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit a Participating Seller to receive such securities shall be conditioned on such Participating Seller executing such documents and instruments, and taking such other actions (including without limitation, if required by the Proposed Xxxx Seller Initiating Sellers on advice of its their counsel, agreeing to be represented during the course of such transaction by a "purchaser representative" (as defined in Regulation D) in connection with evaluating the merits and risks of the prospective investment and acknowledging that he was so represented), as the Proposed Xxxx Seller Initiating Sellers shall reasonably request in order to permit such requirements to have been complied with. Each Participating Seller agrees to take such actions as the Proposed Xxxx Seller Initiating Sellers shall reasonably request in order to permit such requirements to have been complied with, and no Participating Seller shall have the right to require that such Participating Seller receive cash in lieu of securities on the grounds that such requirements have not been complied with.

Certain Legal Requirements. In the event the consideration to be paid in exchange for Securities Franchisee Shares in the a proposed Sale pursuant to Section 7.1 3.1 or 3.2 includes any securities securities, and the receipt thereof by any Investor as a Participating Seller would require under applicable law (ia) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities or (iib) the provision to any participant in the Sale Tag Along Seller or Drag Along Seller of any information other than such information as a prudent issuer would be required under Regulation D of the Securities and Exchange Commission or similar rule then in effect furnish to investors in an offering made pursuant to said Regulation D solely to "“accredited investors" as defined in said Regulation D”, the Proposed Xxxx Seller Prospective Selling Group shall be obligated only to use its their reasonable best efforts to cause such the requirements under Regulation D to have been be complied with to the extent necessary to permit such Participating Seller to receive such securities, it being understood and agreed that the Prospective Selling Group shall not be under any obligation to effect a registration of such securities under the Securities Act or similar statutes. Notwithstanding any provisions of this Section 73, if use of reasonable best efforts shall does not have resulted result in such the requirements under Regulation D being complied with to the extent necessary to permit such Participating Seller to receive such securities, the Proposed Xxxx Seller Prospective Selling Group shall cause to be paid to such Participating Seller in lieu thereof, against surrender of the Securities Franchisee Shares (in accordance with Section 7.4 3.3.6 hereof) which would have otherwise been Sold by such Participating Seller to the Proposed Prospective Buyer in the Sale, an amount in cash equal to the Fair Market Value of such Franchisee Shares as of the date of the issuance of securities which such Participating Seller would otherwise receivein exchange for Shares. The obligation of the Proposed Xxxx Seller Prospective Selling Group to use reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit a Participating Seller to receive such securities shall be conditioned on such Participating Seller executing such documents and instruments, and taking such other actions (including without limitation, limitation if required by the Proposed Xxxx Seller on advice of its counselProspective Selling Group, agreeing to be represented during the course of such transaction by a "“purchaser representative" ” (as defined in Regulation D) in connection with evaluating the merits and risks of the prospective investment and acknowledging that he was so represented), as the Proposed Xxxx Seller Prospective Selling Group shall reasonably request in order to permit such requirements to have been be complied with. Each Unless the Participating Seller agrees to take such in question shall have taken all actions as reasonably requested by the Proposed Xxxx Seller shall reasonably request Prospective Selling Investors in order to permit comply with the requirements under Regulation D, such requirements to have been complied with, and no Participating Seller shall not have the right to require that such Participating Seller receive the payment of cash in lieu of securities on grounds that such requirements have not been complied withunder this Section 3.3.1.

Certain Legal Requirements. In the event the consideration to be -------------------------- paid in exchange for Securities in the proposed Sale pursuant to Section 7.1 5.1 includes any securities and the receipt thereof by any Investor as a Participating Seller would require under applicable law (i) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities or (ii) the provision to any participant in the Sale of any information other than such information as would be required under Regulation D of the Securities and Exchange Commission or similar rule then in effect in an offering made pursuant to said Regulation D solely to "accredited investors" as defined in said Regulation D, the Proposed Xxxx Fund Seller shall be obligated only to use its reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit such Participating Seller to receive such securities. Notwithstanding any provisions of this Section 75, if use of reasonable best such efforts shall not have resulted in such requirements being complied with to the extent necessary to permit such Participating Seller to receive such securities, the Proposed Xxxx Fund Seller shall cause to be paid to such Participating Seller in lieu thereof, against surrender of the Securities (in accordance with Section 7.4 5.4 hereof) which would have otherwise been Sold by such Participating Seller to the Proposed Buyer in the Sale, an amount in cash equal to the Fair Market Value of the securities which such Participating Seller would otherwise receive. The obligation of the Proposed Xxxx Fund Seller to use reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit a Participating Seller to receive such securities shall be conditioned on such Participating Seller executing such documents and instruments, and taking such other actions (including without limitation, if required by the Proposed Xxxx Fund Seller on advice of its counsel, agreeing to be represented during the course of such transaction by a "purchaser representative" (as defined in said Regulation D) in connection with evaluating the merits and risks of the prospective investment and acknowledging that he was so represented), as the Proposed Xxxx Fund Seller shall reasonably request in order to permit such requirements to have been complied with. Each Participating Seller agrees to take such actions as the Proposed Xxxx Fund Seller shall reasonably request in order to permit such requirements to have been complied with, and no Participating Seller shall have the right to require that such Participating Seller receive cash in lieu of securities on grounds that such requirements have not been complied with.. The foregoing provisions of this Section 5.2 shall not apply to any Investor who is an "accredited investor" as defined in said Regulation D.

Certain Legal Requirements. In the event the consideration to be paid in exchange for Securities in the proposed Sale pursuant to Section 7.1 includes any securities and the receipt thereof participation by any Junior Management Investor as a Participating Seller an Exercising Purchaser would require under applicable law (i) the registration or qualification of such any securities or of any person as a broker or dealer or agent with respect to such securities or (ii) the provision to any participant in the Sale transaction of any information other than such information as would be required under Regulation D of the Securities and Exchange Commission or similar rule then in effect in an offering made pursuant to said Regulation D solely to "accredited investors" as defined in said Regulation D, the Proposed Xxxx Seller Option-Eligible Share Sellers shall be obligated only to use its their reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit such Participating Seller Exercising Purchaser to receive such securities. Notwithstanding any provisions of this Section 75.1.4, if use of reasonable best efforts shall not have resulted in such requirements being complied with to the extent necessary to permit such Participating Seller Exercising Purchaser to receive such securities, the Proposed Xxxx Seller shall cause to be paid to Option-Eligible Share Sellers may exclude such Participating Seller in lieu thereof, against surrender of the Securities (in accordance with Section 7.4 hereof) which would have otherwise been Sold by such Participating Seller to the Proposed Buyer Exercising Purchaser from participation in the Sale, an amount in cash equal to the Fair Market Value of the securities which such Participating Seller would otherwise receivetransaction. The obligation of the Proposed Xxxx Seller Option- Eligible Share Sellers to use reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit a Participating Seller an Exercising Purchaser to receive such securities shall be conditioned on such Participating Seller Exercising Purchaser executing such documents and instruments, and taking such other actions (including without limitation, if required by the Proposed Xxxx Seller Option-Eligible Share Sellers on advice of its their counsel, agreeing to be represented during the course of such transaction by a "purchaser representative" (as defined in Regulation D) in connection with evaluating the merits and risks of the prospective investment and acknowledging that he was so represented), as the Proposed Xxxx Seller Option- Eligible Share Sellers shall reasonably request in order to permit such requirements to have been complied with. Each Participating Seller Exercising Purchaser agrees to take such actions as the Proposed Xxxx Seller Option- Eligible Share Sellers shall reasonably request in order to permit such requirements to have been complied with, and no Participating Seller shall have the right to require that such Participating Seller receive cash in lieu of securities on grounds that such requirements have not been complied with.

Certain Legal Requirements. In the event the consideration to be -------------------------- paid in exchange for Securities Shares in the proposed Sale pursuant to Section 7.1 6.1 includes any securities and the receipt thereof by any Investor Stockholder as a Participating Seller would require under applicable law (i) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities or (ii) the provision to any participant in the Sale of any information other than such information as would be required under Regulation D of the Securities and Exchange Commission or similar rule then in effect in an offering made pursuant to said Regulation D solely to "accredited investors" as defined in said Regulation D, the Proposed Xxxx Bain Investor Seller may, but shall not be obligated only to use its reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit such Participating Seller to receive such securities. Notwithstanding any provisions of this Section 7to, if use of reasonable best efforts shall not have resulted in such requirements being complied with to the extent necessary to permit such Participating Seller to receive such securities, the Proposed Xxxx Seller shall cause to be paid to such Participating Seller in lieu thereofof such Securities, against surrender of the Securities Shares, Warrants and Options (in accordance with Section 7.4 6.4 hereof) which would have otherwise been Sold by such Participating Seller to the Proposed Buyer in the Sale, an amount in cash equal to the Fair Market Value fair market value of the securities which such Participating Seller would otherwise receive, as determined in good faith by the Board. The obligation of Any attempt by the Proposed Xxxx Bain Investor Seller to use reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit a Participating Seller to receive such securities shall may be conditioned on such Participating Seller executing such documents and instruments, and taking such other actions (including without limitation, if required by the Proposed Xxxx Seller on advice of its counselBain Investor Seller, agreeing to be represented during the course of such transaction by a "purchaser representative" (as defined in Regulation D) in connection with evaluating the merits and risks of the prospective investment and acknowledging that he was so represented), as the Proposed Xxxx Bain Investor Seller shall reasonably request in order to permit such legal requirements to have been complied with. Each Participating Seller agrees to take such actions as the Proposed Xxxx Seller shall reasonably request in order to permit such requirements to have been complied with, and no Participating Seller shall have the right to require that such Participating Seller receive cash in lieu of securities on grounds that such requirements have not been complied with.

Certain Legal Requirements. In the event the consideration to be paid in exchange for Securities Shares in the a proposed Sale pursuant to Section 7.1 3 includes any securities securities, and the receipt thereof by any Investor as a Participating Seller would require under applicable law (i) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities or (ii) the provision to any participant in the Sale Tag Along Seller or Drag Along Seller of any information other than such information as would be required under Regulation D of the Securities and Exchange Commission or similar rule then in effect in an offering made pursuant to said Regulation D solely to "accredited investors" as defined in said Regulation D, the Proposed Xxxx Seller Prospective Selling Shareholders shall be obligated only to use its their reasonable best efforts to cause such the requirements under Regulation D to have been be complied with to the extent necessary to permit such Participating Seller to receive such securities, it being understood and agreed that the Prospective Selling Shareholders shall not be under any obligation to effect a registration of such securities Execution Copy under the Securities Act or similar statutes. Notwithstanding any provisions of this Section 73, if use of reasonable best efforts shall does not have resulted result in such the requirements under Regulation D being complied with to the extent necessary to permit such Participating Seller to receive such securities, the Proposed Xxxx Seller Prospective Selling Shareholders shall cause to be paid to such Participating Seller in lieu thereof, against surrender of the Securities Shares (in accordance with Section 7.4 hereof3.3.5) which would have otherwise been Sold by such Participating Seller to the Proposed Prospective Buyer in the Sale, an amount in cash equal to the Fair Market Value of such Shares as of the date of the issuance of securities which such Participating Seller would otherwise receivein exchange for Shares. The obligation of the Proposed Xxxx Seller Prospective Selling Shareholders to use reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit a Participating Seller to receive such securities shall be conditioned on such Participating Seller executing such documents and instruments, and taking such other actions (including including, without limitation, if required by the Proposed Xxxx Seller on advice of its counselProspective Selling Shareholders, agreeing to be represented during the course of such transaction by a "purchaser representative" (as defined in Regulation D) in connection with evaluating the merits and risks of the prospective investment and acknowledging that he was so represented), as the Proposed Xxxx Seller Prospective Selling Shareholders shall reasonably request in order to permit such requirements to have been be complied with. Each Unless the Participating Seller agrees to take such in question shall have taken all actions as reasonably requested by the Proposed Xxxx Seller shall reasonably request Prospective Selling Shareholders in order to permit comply with the requirements under Regulation D, such requirements to have been complied with, and no Participating Seller shall not have the right to require that such Participating Seller receive the payment of cash in lieu of securities on grounds that such requirements have not been complied withunder this Section 3.3.1.

Certain Legal Requirements. In the event the consideration to -------------------------- be paid in exchange for Securities Shares in the a proposed Sale pursuant to Section 7.1 3.1 or Section 3.2 includes any securities securities, and the receipt thereof by any Investor as a Participating Seller would require under applicable law (i) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities or (ii) the provision to any participant in the Sale Tag Along Seller or Drag Along Seller of any information other than such information as would be required under Regulation D of the Securities and Exchange Commission or similar rule then in effect in an offering made pursuant to said Regulation D solely to "accredited investors" as defined in said Regulation D, the Proposed Xxxx Seller Prospective Selling Investors shall be obligated only to use its their reasonable best efforts to cause such the requirements under Regulation D to have been be complied with to the extent necessary to permit such Participating Seller to receive such securities, it being understood and agreed that the Prospective Selling Investors shall not be under any obligation to effect a registration of such securities under the Securities Act or similar statutes. Notwithstanding any provisions of this Section 73, if use of reasonable best efforts shall does not have resulted result in such the requirements under Regulation D being complied with to the extent necessary to permit such Participating Seller to receive such securities, the Proposed Xxxx Seller Prospective Selling Investors shall cause to be paid to such Participating Seller in lieu thereof, against surrender of the Securities Shares (in accordance with Section 7.4 3.3.5 hereof) which would have otherwise been Sold by such Participating Seller to the Proposed Prospective Buyer in the Sale, an amount in cash equal to the Fair Market Value of such Shares as of the date of the issuance of securities which such Participating Seller would otherwise receivein exchange for Shares. The obligation of the Proposed Xxxx Seller Prospective Selling Investors to use reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit a Participating Seller to receive such securities shall be conditioned on such Participating Seller executing such documents and instruments, and taking such other actions (including including, without limitation, if required by the Proposed Xxxx Seller on advice of its counselProspective Selling Investors, agreeing to be represented during the course of such transaction by a "purchaser representative" (as defined in Regulation D) in connection with evaluating the merits and risks of the prospective investment and acknowledging that he was so represented), as the Proposed Xxxx Seller Prospective Selling Investors shall reasonably request in order to permit such requirements to have been be complied with. Each Unless the Participating Seller agrees to take such in question shall have taken all actions as reasonably requested by the Proposed Xxxx Seller shall reasonably request Prospective Selling Investors in order to permit comply with the requirements under Regulation D, such requirements to have been complied with, and no Participating Seller shall have the right to require that such Participating Seller receive the payment of cash in lieu of securities on grounds that such requirements have not been complied withunder this Section 3.3.1.

Certain Legal Requirements. In the event the consideration to -------------------------- be paid in exchange for Securities Shares in the a proposed Sale pursuant to Section 7.1 4.1 or Section 4.2 includes any securities securities, and the receipt thereof by any Investor as a Participating Seller would require under applicable law (ia) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities or (iib) the provision to any participant in the Sale Tag Along Seller or Drag Along Seller of any information other than such information as a prudent issuer would be required under Regulation D of the Securities and Exchange Commission or similar rule then in effect furnish to investors in an offering made pursuant to said Regulation D solely to "accredited investors" as defined in said Regulation D", the Proposed Xxxx Seller Prospective Selling Group shall be obligated only to use its their reasonable best efforts to cause such the requirements under Regulation D to have been be complied with to the extent necessary to permit such Participating Seller to receive such securities, it being understood and agreed that the Prospective Selling Group shall not be under any obligation to effect a registration of such securities under the Securities Act or similar statutes. Notwithstanding any provisions of this Section 74, if use of reasonable best efforts shall does not have resulted result in such the requirements under Regulation D being complied with to the extent necessary to permit such Participating Seller to receive such securities, the Proposed Xxxx Seller Prospective Selling Group shall cause to be paid to such Participating Seller in lieu thereof, against surrender of the Securities Shares (in accordance with Section 7.4 4.3.6 hereof) which would have otherwise been Sold by such Participating Seller to the Proposed Prospective Buyer in the Sale, an amount in cash equal to the Fair Market Value of such Shares as of the date of the issuance of securities which such Participating Seller would otherwise receivein exchange for Shares. The obligation of the Proposed Xxxx Seller Prospective Selling Group to use reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit a Participating Seller to receive such securities shall be conditioned on such Participating Seller executing such documents and instruments, and taking such other actions (including without limitation, limitation if required by the Proposed Xxxx Seller on advice of its counselProspective Selling Group, agreeing to be represented during the course of such transaction by a "purchaser representative" (as defined in Regulation D) in connection with evaluating the merits and risks of the prospective investment and acknowledging that he was so represented), as the Proposed Xxxx Seller Prospective Selling Group shall reasonably request in order to permit such requirements to have been be complied with. Each Unless the Participating Seller agrees to take such in question shall have taken all actions as reasonably requested by the Proposed Xxxx Seller shall reasonably request Prospective Selling Investors in order to permit comply with the requirements under Regulation D, such requirements to have been complied with, and no Participating Seller shall not have the right to require that such Participating Seller receive the payment of cash in lieu of securities on grounds that such requirements have not been complied withunder this Section 4.3.1.

Certain Legal Requirements. In the event the consideration to be paid -------------------------- in exchange for Securities in the proposed Sale pursuant to Section 7.1 6.1 includes any securities and the receipt thereof by any Investor as a Participating Seller would require under applicable law (i) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities or (ii) the provision to any participant in the Sale of any information other than such information as would be required under Regulation D of the Securities and Exchange Commission or similar rule then in effect in an offering made pursuant to said Regulation D solely to "accredited investors" as defined in said Regulation D, the Proposed Xxxx Fund Seller shall be obligated only to use its reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit such Participating Seller to receive such securities. Notwithstanding any provisions of this Section 76, if use of reasonable best such efforts shall not have resulted in such requirements being complied with to the extent necessary to permit such Participating Seller to receive such securities, the Proposed Xxxx Fund Seller shall cause to be paid to such Participating Seller in lieu thereof, against surrender of the Securities (in accordance with Section 7.4 6.4 hereof) which would have otherwise been Sold by such Participating Seller to the Proposed Buyer in the Sale, an amount in cash equal to the Fair Market Value of the securities which such Participating Seller would otherwise receive. The obligation of the Proposed Xxxx Fund Seller to use reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit a Participating Seller to receive such securities shall be conditioned on such Participating Seller executing such documents and instruments, and taking such other actions (including without limitation, if required by the Proposed Xxxx Fund Seller on advice of its counsel, agreeing to be represented during the course of such transaction by a "purchaser representative" (as defined in said Regulation D) in connection with evaluating the merits and risks of the prospective investment and acknowledging that he was so represented), as the Proposed Xxxx Fund Seller shall reasonably request in order to permit such requirements to have been complied with. Each Participating Seller agrees to take such actions as the Proposed Xxxx Fund Seller shall reasonably request in order to permit such requirements to have been complied with, and no Participating Seller shall have the right to require that such Participating Seller receive cash in lieu of securities on grounds that such requirements have not been complied with.. The foregoing provisions of this Section 6.2 shall not apply to any Investor who is an "accredited investor" as defined in said Regulation D.

Certain Legal Requirements. In the event the consideration to be paid in exchange for Securities in the proposed Sale pursuant to Section 7.1 6.1 includes any securities and the receipt thereof by any Investor as a Participating Seller would require under applicable law (i) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities or (ii) the provision to any participant in the Sale of any information other than such information as would be required under Regulation D of the Securities and Exchange Commission or similar rule then in effect in an offering made pursuant to said Regulation D solely to "accredited investors" as defined in said Regulation D, the Proposed Xxxx Seller shall be obligated only to use its reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit such Participating Seller to receive such securities. Notwithstanding any provisions of this Section 76, if use of reasonable best efforts shall not have resulted in such requirements being complied with to the extent necessary to permit such Participating Seller to receive such securities, the Proposed Xxxx Seller shall cause to be paid to such Participating Seller in lieu thereof, against surrender of the Securities (in accordance with Section 7.4 6.4 hereof) which would have otherwise been Sold by such Participating Seller to the Proposed Buyer in the Sale, an amount in cash equal to the Fair Market Value of the securities which such Participating Seller would otherwise receive. The obligation of the Proposed Xxxx Seller to use reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit a Participating Seller to receive such securities shall be conditioned on such Participating Seller executing such documents and instruments, and taking such other actions (including without limitation, if required by the Proposed Xxxx Seller on advice of its counsel, agreeing to be represented during the course of such transaction by a "purchaser representative" (as defined in Regulation D) in connection with evaluating the merits and risks of the prospective investment and acknowledging that he was so represented), as the Proposed Xxxx Seller shall reasonably request in order to permit such requirements to have been complied with. Each Participating Seller agrees to take such actions as the Proposed Xxxx Seller shall reasonably request in order to permit such requirements to have been complied with, and no Participating Seller shall have the right to require that such Participating Seller receive cash in lieu of securities on grounds that such requirements have not been complied with.

Certain Legal Requirements. In the event the consideration to be paid in exchange for Securities in the proposed Sale pursuant to Section 7.1 includes any securities and the receipt thereof participation by any Junior Management Investor as a Participating Seller an Exercising Purchaser would require under applicable law (i) the registration or qualification of such any securities or of any person as a broker or dealer or agent with respect to such securities securities, or (ii) the provision to any participant in the Sale transaction of any information other than such information as would be required under Regulation D of the Securities and Exchange Commission or similar rule then in effect in an offering made pursuant to said Regulation D solely to "accredited investors" as defined in said Regulation D, the Proposed Xxxx Seller Option-Eligible Share Sellers shall be obligated only to use its their reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit such Participating Seller Exercising Purchaser to receive such securities. Notwithstanding any provisions of this Section 75.1.3, if use of reasonable best efforts shall not have resulted in such requirements being complied with to the extent necessary to permit such Participating Seller Exercising Purchaser to receive such securities, the Proposed Xxxx Seller shall cause to be paid to Option-Eligible Share Sellers may exclude such Participating Seller in lieu thereof, against surrender of the Securities (in accordance with Section 7.4 hereof) which would have otherwise been Sold by such Participating Seller to the Proposed Buyer Exercising Purchaser from participation in the Sale, an amount in cash equal to the Fair Market Value of the securities which such Participating Seller would otherwise receivetransaction. The obligation of the Proposed Xxxx Seller Option-Eligible Share Sellers to use reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit a Participating Seller an Exercising Purchaser to receive such securities shall be conditioned on such Participating Seller Exercising Purchaser executing such documents and instruments, and taking such other actions (including including, without limitation, if required by the Proposed Xxxx Seller Option-Eligible Share Sellers on advice of its their counsel, agreeing to be represented during the course of such transaction by a "purchaser representative" (as defined in Regulation D) in connection with evaluating the merits and risks of the prospective investment and acknowledging that he was so represented), as the Proposed Xxxx Seller Option-Eligible Share Sellers shall reasonably request in order to permit such requirements to have been complied with. Each Participating Seller Exercising Purchaser agrees to take such actions as the Proposed Xxxx Seller Option-Eligible Share Sellers shall reasonably request in order to permit such requirements to have been complied with, and no Participating Seller shall have the right to require that such Participating Seller receive cash in lieu of securities on grounds that such requirements have not been complied with.. 5.1.4

Certain Legal Requirements. In the event the consideration to be paid in exchange for Securities Units in the proposed Sale pursuant to Section 7.1 9.9 includes any securities and the receipt thereof by any Investor as a Participating Seller would require under applicable law (i) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities securities, or (ii) the provision to any participant in the Sale of any information other than such information as would be required under Regulation D of the Securities and Exchange Commission or similar rule then in effect in an offering made pursuant to said Regulation D solely to "accredited investors" as defined in said Regulation D, the Proposed Xxxx Seller shall be obligated only to use its reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit such Participating Seller to receive such securities. Notwithstanding any provisions of this Section 79.9, if use of reasonable best be st efforts shall not have resulted in such requirements being complied with to the extent necessary to permit such Participating Seller to receive such securities, the Proposed Xxxx Seller shall cause to be paid to such Participating Seller in lieu thereof, against surrender of the Securities Units (in accordance with Section 7.4 9.9.4 hereof) which would have otherwise been Sold sold in such Sale by such Participating Seller to the Proposed Buyer in the Sale, an amount in cash equal to the Fair Market Value of the securities which such Participating Seller would otherwise receive. The obligation of the Proposed Xxxx Seller to use reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit a Participating Seller to receive such securities shall be conditioned on such Participating Seller executing such documents and instruments, and taking such other actions (including without limitation, if required by the Proposed Xxxx Seller on advice of its counsel, agreeing to be represented during the course of such transaction by a "purchaser representative" (as defined in Regulation D) in connection with evaluating the merits and risks of the prospective investment and acknowledging that he was so represented), as the Proposed Xxxx Seller shall reasonably request in order to permit such requirements to have been complied with. Each Participating Seller agrees to take such actions as the Proposed Xxxx Seller shall reasonably request in order to permit such requirements to have been complied with, and no Participating Seller shall have the right to require that such Participating Seller receive cash in lieu of securities on grounds that such requirements have not been complied with.

Certain Legal Requirements. In the event the consideration to be paid in exchange for Securities Shares in the proposed Sale pursuant to Section 7.1 3.1 includes any securities and the receipt thereof by any Investor a holder of Shares as a Participating Seller would require under applicable law (i) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities or (ii) the provision to any participant in the Sale of any information other than such information as would be required under Regulation D of the Securities and Exchange Commission or similar rule then in effect in an offering made pursuant to said Regulation D solely to "accredited investors" as defined in said Regulation D, the Proposed Xxxx Seller Majority Investors or Prospective Subscribers, respectively, shall be obligated only to use its their reasonable best efforts to cause such the requirements under Regulation D to have been be complied with to the extent necessary to permit such Participating Seller to receive such securities, it being understood and agreed that the Majority Investors shall not be under any obligation to effect a registration of such securities under the Securities Act or similar state statutes. Notwithstanding any provisions of this Section 73, if use of reasonable best efforts shall does not have resulted result in such the requirements under Regulation D being complied with to the extent necessary to permit such Participating Seller to receive such securities, the Proposed Xxxx Seller Majority Investor or Prospective Subscribers, respectively, shall cause to be paid to such Participating Seller in lieu thereof, against surrender of the Securities Shares (in accordance with Section 7.4 3.3.5 hereof) which would have otherwise been Sold sold by such Participating Seller to the Proposed Prospective Buyer in the Sale, an amount in cash equal to the Fair Market Equivalent Value of the securities which such Participating Seller would otherwise receivereceive as of the date of the issuance of such securities in exchange for Shares. The obligation of the Proposed Xxxx Seller Majority Investor or Prospective Subscribers, respectively, to use reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit a Participating Seller to receive such securities shall be conditioned on such Participating Seller executing such documents and instruments, and taking such other actions (including including, without limitation, if required by the Proposed Xxxx Majority Investor, to the extent that the Participating Seller on advice of its counselis not an accredited investor, agreeing to be represented during the course of such transaction by a "purchaser representative" (as defined in Regulation D) in connection with evaluating the merits and risks of the prospective investment and acknowledging that he was so represented), as the Proposed Xxxx Seller Majority Investor or Prospective Subscribers, respectively, shall reasonably request in order to permit such requirements to have been be complied with. Each Unless the Participating Seller agrees to take such in question shall have taken all actions as reasonably requested by the Proposed Xxxx Seller shall reasonably request Majority Investor or Prospective Subscribers, respectively, in order to permit such comply with the requirements to have been complied withunder Regulation D, and no Participating Seller shall have the right to require that such Participating Seller receive the payment of cash in lieu of securities on grounds that such requirements have not been complied withunder this Section 3.3.1.

Certain Legal Requirements. In the event the consideration to be paid in exchange for Securities in the proposed Sale pursuant to Section 7.1 6.1 includes any securities and the receipt thereof by any Investor as a Participating Seller would require under applicable law (i) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities securities, or (ii) the provision to any participant in the Sale of any information other than such information as would be required under Regulation D of the Securities and Exchange Commission or similar rule rules then in effect in an offering made pursuant to said Regulation D solely to "accredited investors" as defined in said Regulation D, the Proposed Xxxx Seller Initiating Sellers shall be obligated only to use its their reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit such Participating Seller to receive such securities. Notwithstanding any provisions of this Section 76, if use of reasonable best efforts shall not have resulted in such requirements being complied with to the extent necessary to permit such Participating Seller to receive such securities, the Proposed Xxxx Seller Initiating Sellers shall cause to be paid to such the Participating Seller in lieu thereof, against surrender of the Securities (in accordance with Section 7.4 6.4 hereof) which would have otherwise been Sold sold by such Participating Seller to the Proposed Buyer in the Sale, an amount in cash equal to the Fair Market Value of the securities which each such Participating Seller would otherwise receive. The obligation of the Proposed Xxxx Seller Initiating Sellers to use reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit a Participating Seller to receive such securities shall be conditioned on such Participating Seller executing such documents and instruments, and taking such other actions (including without limitation, if required by the Proposed Xxxx Seller Initiating Sellers on advice of its their counsel, agreeing to be represented r epresented during the course of such transaction by a "purchaser representative" (as defined in Regulation D) in connection with evaluating the merits and risks of the prospective investment and acknowledging that he was so represented), as the Proposed Xxxx Seller Initiating Sellers shall reasonably request in order to permit such requirements to have been complied with. Each Participating Seller agrees to take such actions as the Proposed Xxxx Seller Initiating Sellers shall reasonably request in order to permit such requirements to have been complied with, and no Participating Seller shall have the right to require that such Participating Seller receive cash in lieu of securities on the grounds that such requirements have not been complied with.

Certain Legal Requirements. In the event that the consideration to be paid in exchange for Securities participation in the proposed Sale pursuant to Section 7.1 includes any securities and the receipt thereof Issuance by any Investor a holder of Shares as a Participating Seller Buyer would require under applicable law (i) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities or (ii) the provision to any participant in the Sale of any information other than such information as would be required under Regulation D of the Securities and Exchange Commission or similar rule then in effect in an offering made pursuant to said Regulation D solely to "accredited investors" as defined in said Regulation D, the Proposed Xxxx Seller Company shall be obligated only to use its reasonable best efforts to cause such the requirements under Regulation D to have been be complied with to the extent necessary to permit such Participating Seller Buyer to receive such securities, it being understood and agreed that the Company shall not be under any obligation to effect a registration of such securities under the Securities Act or similar state statutes. Notwithstanding any provisions provision of this Section 7, if the use of reasonable best efforts shall not have resulted result in such requirements being complied with to the extent necessary to permit such Participating Seller holder of Shares to receive such securities, the Proposed Xxxx Seller shall cause to be paid to such Participating Seller in lieu thereof, against surrender of the Securities (in accordance with Section 7.4 hereof) which would have otherwise been Sold by such Participating Seller to the Proposed Buyer participate in the SaleIssuance, an amount such holder shall not be entitled to participate in cash equal to the Fair Market Value of the securities which such Participating Seller would otherwise receiveIssuance. The obligation of the Proposed Xxxx Seller Company to use reasonable best efforts to cause such requirements to have been be complied with to the extent necessary to permit a Participating Seller holder of Shares to receive such securities participate in the Issuance shall be conditioned on upon such Participating Seller holder of Shares executing such documents and instruments, and taking such other actions (including including, without limitation, if required by the Proposed Xxxx Seller on advice Company to the extent that the holder of its counselShares is not an accredited investor, agreeing to be represented during the course of such transaction by a "purchaser representative" (as defined in Regulation D) in connection with evaluating the merits and risks of the prospective investment and acknowledging that he was so represented), as the Proposed Xxxx Seller Company shall reasonably request in order to permit such requirements to have been complied with. Each Participating Seller agrees to take such actions as the Proposed Xxxx Seller shall reasonably request in order to permit such requirements to have been complied with, and no Participating Seller shall have the right to require that such Participating Seller receive cash in lieu of securities on grounds that such requirements have not been complied with.

Certain Legal Requirements. In the event that the consideration to be paid in exchange for Securities -------------------------- participation in the proposed Sale pursuant to Section 7.1 includes any securities and the receipt thereof Issuance by any Investor a holder of Shares as a Participating Seller Buyer would require under applicable law (i) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities or (ii) the provision to any participant in the Sale of any information other than such information as would be required under Regulation D of the Securities and Exchange Commission or similar rule then in effect in an offering made pursuant to said Regulation D solely to "accredited investors" as defined in said Regulation D, the Proposed Xxxx Seller Company shall be obligated only to use its reasonable best efforts to cause such the requirements under Regulation D to have been be complied with to the extent necessary to permit such Participating Seller Buyer to receive such securities, it being understood and agreed that the Company shall not be under any obligation to effect a registration of such securities under the Securities Act or similar state statutes. Notwithstanding any provisions provision of this Section 78, if the use of reasonable best efforts shall not have resulted result in such requirements being complied with to the extent necessary to permit such Participating Seller holder of Shares to receive such securities, the Proposed Xxxx Seller shall cause to be paid to such Participating Seller in lieu thereof, against surrender of the Securities (in accordance with Section 7.4 hereof) which would have otherwise been Sold by such Participating Seller to the Proposed Buyer participate in the SaleIssuance, an amount such holder shall not be entitled to participate in cash equal to the Fair Market Value of the securities which such Participating Seller would otherwise receiveIssuance. The obligation of the Proposed Xxxx Seller Company to use reasonable best efforts to cause such requirements to have been be complied with to the extent necessary to permit a Participating Seller holder of Shares to receive such securities participate in the Issuance shall be conditioned on upon such Participating Seller holder of Shares executing such documents and instruments, and taking such other actions (including including, without limitation, if required by the Proposed Xxxx Seller on advice of its counselCompany, agreeing to be represented during the course of such transaction by a "purchaser representative" (as defined in Regulation D) in connection with evaluating the merits and risks of the prospective investment and acknowledging that he was so represented), as the Proposed Xxxx Seller Company shall reasonably request in order to permit such requirements to have been complied with. Each Participating Seller agrees to take such actions as the Proposed Xxxx Seller shall reasonably request in order to permit such requirements to have been complied with, and no Participating Seller shall have the right to require that such Participating Seller receive cash in lieu of securities on grounds that such requirements have not been complied with.

Certain Legal Requirements. In the event the consideration to be paid participation by -------------------------- any Participating Purchaser Offeree that is not an "accredited investor" as defined in exchange for Securities in the proposed Sale pursuant to Section 7.1 includes any securities and the receipt thereof by any Investor Regulation D (a "Non-Accredited Buyer") as a Participating Seller Buyer would require under applicable law (i) the registration or qualification of such any securities or of any person as a broker or dealer or agent with respect to such securities or (ii) the provision to any participant in the Sale Issuance of any information other than such information as would be required under Regulation D of the Securities and Exchange Commission or similar rule then in effect in an offering made pursuant to said Regulation D solely to "accredited investors" as defined in said Regulation D, the Proposed Xxxx Seller Company shall be obligated only to use its reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit such Participating Seller Non-Accredited Buyer to receive such securities. Notwithstanding any provisions of this Section 7, if use of reasonable best efforts shall not have resulted in such requirements being complied with to the extent necessary to permit such Participating Seller Non-Accredited Buyer to receive such securities, the Proposed Xxxx Seller shall cause to be paid to Company may exclude any such Participating Seller in lieu thereof, against surrender of the Securities (in accordance with Section 7.4 hereof) which would have otherwise been Sold by such Participating Seller to the Proposed Non-Accredited Buyer from participation in the Sale, an amount in cash equal to the Fair Market Value of the securities which such Participating Seller would otherwise receiveIssuance. The obligation of the Proposed Xxxx Seller Company to use reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit a Participating Seller Non-Accredited Buyer to receive such securities shall be conditioned on such Participating Seller Non-Accredited Buyer executing such documents and instruments, and taking such other actions (including without limitation, if required by the Proposed Xxxx Seller Company on advice of its counsel, agreeing to be represented during the course of such transaction by a "purchaser representative" (as defined in Regulation D) in connection with evaluating the merits and risks of the prospective investment and acknowledging that he was so represented), as the Proposed Xxxx Seller Company shall reasonably request in order to permit such requirements to have been complied with. Each Participating Seller Buyer agrees to take such actions as the Proposed Xxxx Seller Company shall reasonably request in order to permit such requirements to have been complied with, and no Participating Seller shall have the right to require that such Participating Seller receive cash in lieu of securities on grounds that such requirements have not been complied with.

Certain Legal Requirements. In the event that the consideration to be paid in exchange for Securities -------------------------- participation in the proposed Sale pursuant to Section 7.1 includes any securities and the receipt thereof Issuance by any Investor a holder of Shares as a Participating Seller Buyer would require under applicable law (ia) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities or (iib) the provision to any participant in the Sale of any information other than such information as a prudent issuer would be required under Regulation D of the Securities and Exchange Commission or similar rule then in effect furnish to investors in an offering made pursuant to said Regulation D solely to "accredited investors" as defined in said Regulation D", the Proposed Xxxx Seller Company shall be obligated only to use its reasonable best efforts to cause such the requirements under Regulation D to have been be complied with to the extent necessary to permit such Participating Seller Buyer to receive such securities, it being understood and agreed that the Company shall not be under any obligation to effect a registration of such securities under the Securities Act or similar state statutes. Notwithstanding any provisions provision of this Section 710, if the use of reasonable best efforts shall not have resulted result in such requirements being complied with to the extent necessary to permit such Participating Seller holder of Shares to receive such securities, the Proposed Xxxx Seller shall cause to be paid to such Participating Seller in lieu thereof, against surrender of the Securities (in accordance with Section 7.4 hereof) which would have otherwise been Sold by such Participating Seller to the Proposed Buyer participate in the SaleIssuance, an amount such holder shall not be entitled to participate in cash equal to the Fair Market Value of the securities which such Participating Seller would otherwise receiveIssuance. The obligation of the Proposed Xxxx Seller Company to use reasonable best efforts to cause such requirements to have been be complied with to the extent necessary to permit a Participating Seller holder of Shares to receive such securities participate in the Issuance shall be conditioned on upon such Participating Seller holder of Shares executing such documents and instruments, and taking such other actions (including without limitation, limitation if required by the Proposed Xxxx Seller on advice of its counselCompany, agreeing to be represented during the course of such transaction by a "purchaser representative" (as defined in Regulation D) in connection with evaluating the merits and risks of the prospective investment and acknowledging that he was so represented), as the Proposed Xxxx Seller Company shall reasonably request in order to permit such requirements to have been complied with. Each Participating Seller agrees to take such Unless the holder of Shares in question shall have taken all actions as reasonably requested by the Proposed Xxxx Seller shall reasonably request Company in connection with the Issuance in order to permit comply with the requirements under Regulation D, such requirements to have been complied with, and no Participating Seller holder shall not have the right to require that such Participating Seller receive cash participate in lieu of securities on grounds that such requirements have not been complied withthe Issuance.

Certain Legal Requirements. In the event the consideration to be paid in exchange for Securities in the proposed Sale pursuant to Section 7.1 includes participation by -------------------------- any securities and the receipt thereof by any Investor Preemptive Purchaser Offeree as a Participating Seller Buyer would require under applicable law (i) the registration or qualification of such any securities or of any person as a broker or dealer or agent with respect to such securities or (ii) the provision to any participant in the Sale Issuance of any information other than such information as would be required under Regulation D of the Securities and Exchange Commission or similar rule then in effect in an offering made pursuant to said Regulation D solely to "accredited investors" as defined in said Regulation D, the Proposed Xxxx Seller Company shall be obligated only to use its reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit such Participating Seller Buyer to receive such securities. Notwithstanding any provisions of this Section 78, if use of reasonable best efforts shall not have resulted in such requirements being complied with to the extent necessary to permit such Participating Seller Buyer to receive such securities, the Proposed Xxxx Seller shall cause to be paid to Company may exclude such Participating Seller in lieu thereof, against surrender of the Securities (in accordance with Section 7.4 hereof) which would have otherwise been Sold by such Participating Seller to the Proposed Buyer from participation in the Sale, an amount in cash equal to the Fair Market Value of the securities which such Participating Seller would otherwise receiveIssuance. The obligation of the Proposed Xxxx Seller Company to use reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit a Participating Seller Buyer to receive such securities shall be conditioned on such Participating Seller Buyer executing such documents and instruments, and taking such other actions (including without limitation, if required by the Proposed Xxxx Seller Company on advice of its counsel, agreeing to be represented during the course of such transaction by a "purchaser representative" (as defined in Regulation D) in connection with evaluating the merits and risks of the prospective investment and acknowledging that he was so represented), as the Proposed Xxxx Seller Company shall reasonably request in order to permit such requirements to have been complied with. Each Participating Seller Buyer agrees to take such actions as the Proposed Xxxx Seller Company shall reasonably request in order to permit such requirements to have been complied with, and no Participating Seller . The foregoing provisions of this Section 8.1.4 shall have the right not apply to require that such Participating Seller receive cash any Investor who is an "accredited investor" as defined in lieu of securities on grounds that such requirements have not been complied with.said Regulation D.

Certain Legal Requirements. In the event the consideration to be paid in exchange for Securities in the proposed Sale pursuant to Section 7.1 includes any securities and the receipt thereof participation by any Investor Preemptive Purchaser Offeree as a Participating Seller Buyer would require under applicable law (i) the registration or qualification of such any securities or of any person as a broker or dealer or agent with respect to such securities or (ii) the provision to any participant in the Sale Issuance of any information other than such information as would be required under Regulation D of the Securities and Exchange Commission or similar rule then in effect in an offering made pursuant to said Regulation D solely to "accredited investors" as defined in said Regulation D, the Proposed Xxxx Seller Company shall be obligated only to use its all commercially reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit such Participating Seller Buyer to receive such securities. Notwithstanding any provisions of this Section 78, if use of all commercially reasonable best efforts shall not have resulted in such requirements being complied with to the extent necessary to permit such Participating Seller Buyer to receive such securities, the Proposed Xxxx Seller shall cause to be paid to Company may exclude such Participating Seller in lieu thereof, against surrender of the Securities (in accordance with Section 7.4 hereof) which would have otherwise been Sold by such Participating Seller to the Proposed Buyer from participation in the Sale, an amount in cash equal to the Fair Market Value of the securities which such Participating Seller would otherwise receiveIssuance. The obligation of the Proposed Xxxx Seller Company to use reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit a Participating Seller Buyer to receive such securities shall be conditioned on such Participating Seller Buyer executing such documents and instruments, and taking such other actions (including without limitation, if required by the Proposed Xxxx Seller Company on advice of its counsel, agreeing to be represented during the course of such transaction by a "purchaser representative" (as defined in Regulation D) in connection with evaluating the merits and risks of the prospective investment and acknowledging that he was so represented), as the Proposed Xxxx Seller Company shall reasonably request in order to permit such requirements to have been complied with. Each Participating Seller Buyer agrees to take such actions as the Proposed Xxxx Seller Company shall reasonably request in order to permit such requirements to have been complied with, and no Participating Seller shall have the right to require that such Participating Seller receive cash in lieu of securities on grounds that such requirements have not been complied with.

Certain Legal Requirements. In the event the consideration to be paid in exchange for Securities in the proposed Sale pursuant to Section 7.1 includes any securities and the receipt thereof participation by any Junior Management Investor as a Participating Seller an Exercising Purchaser would require under applicable law (i) the registration or qualification of such any securities or of any person as a broker or dealer or agent with respect to such securities or (ii) the provision to any participant in the Sale transaction of any information other than such information as would be required under Regulation D of the Securities and Exchange Commission or similar rule then in effect in an offering made pursuant to said Regulation D solely to "accredited investors" as defined in said Regulation D, the Proposed Xxxx Seller Option-Eligible Share Sellers shall be obligated only to use its their reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit such Participating Seller Exercising Purchaser to receive such securities. Notwithstanding any provisions of this Section 75.1.4, if use of reasonable best efforts shall not have resulted in such requirements being complied with to the extent necessary to permit such Participating Seller Exercising Purchaser to receive such securities, the Proposed Xxxx Seller shall cause to be paid to Option-Eligible Share Sellers may exclude such Participating Seller in lieu thereof, against surrender of the Securities (in accordance with Section 7.4 hereof) which would have otherwise been Sold by such Participating Seller to the Proposed Buyer Exercising Purchaser from participation in the Sale, an amount in cash equal to the Fair Market Value of the securities which such Participating Seller would otherwise receivetransaction. The obligation of the Proposed Xxxx Seller Option- Eligible Share Sellers to use reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit a Participating Seller an Exercising Purchaser to receive such securities shall be conditioned on such Participating Seller Exercising Purchaser executing such documents and instruments, and taking such other actions (including without limitation, if required by the Proposed Xxxx Seller Option-Eligible Share Sellers on advice of its their counsel, agreeing to be represented during the course of such transaction by a "purchaser representative" (as defined in Regulation D) in connection with evaluating the merits and risks of the prospective investment and acknowledging that he was so represented), as the Proposed Xxxx Seller Option- Eligible Share Sellers shall reasonably request in order to permit such requirements to have been complied with. Each Participating Seller Exercising Purchaser agrees to take such actions as the Proposed Xxxx Seller Option-Eligible Share Sellers shall reasonably request in order to permit such requirements to have been complied with, and no Participating Seller shall have the right to require that such Participating Seller receive cash in lieu of securities on grounds that such requirements have not been complied with.

Certain Legal Requirements. In the event the consideration to be paid in exchange for Securities shares of Common Stock in the proposed Sale Transfer pursuant to Section 7.1 2.3 or Section 2.6 includes any securities and the receipt thereof by any Investor a holder of Common Stock as a Participating Seller Tag-Along Stockholder or pursuant to an Approved Sale (collectively, the "Participating Sellers") would require under applicable law either (i) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities or (ii) the provision to any participant in the Sale Transfer of any information other than such information as would be required under Regulation D of the Securities and Exchange Commission or similar rule then in effect in an offering made pursuant to said Regulation D solely to "accredited investors" as defined in said Regulation D, the Proposed Xxxx Seller shall be obligated only to use its reasonable best efforts to cause such the requirements under Regulation D to have been be complied with to the extent necessary to permit such Participating Seller to receive such securities, but shall not have any obligation to effect a registration of such securities under the Securities Act or similar state statutes. Notwithstanding any provisions of this Section 7, if If use of reasonable best efforts shall would not have resulted result in such the applicable requirements being complied with to the extent necessary to permit such Participating Seller to receive such securities, the Proposed Xxxx Seller shall may cause to be paid to such Participating Seller in lieu thereof, against surrender of the Securities (in accordance with Section 7.4 hereof) shares of Common Stock which would have otherwise been Sold sold by such Participating Seller to the proposed buyers under Section 2.3 or Section 2.6 (collectively, the "Proposed Buyer Buyers") in the SaleTransfer, an amount in cash equal to the Fair Market Value fair market value of the securities which such Participating Seller would otherwise receivereceive as of the date of the issuance of such, securities in exchange for shares of Common Stock (as determined by the Board of Directors (including the affirmative vote of a member of the Board of Directors appointed pursuant to Section 5.2.3, if any)), except that in connection with a proposed Transfer pursuant to Section 2.3, any Participating Seller may elect to be excluded from the Transfer rather than receiving cash pursuant to this Section 2.8. The obligation of the Proposed Xxxx Seller to use reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit a Participating Seller to receive such securities shall be conditioned on such Participating Seller executing such documents and instruments, and taking such other actions (including including, without limitation, if required by the Proposed Xxxx Seller on advice of its counselSeller, agreeing to be represented during the course of such transaction by a "purchaser representative" (as defined in Regulation D) in connection with evaluating the merits and risks of the prospective investment and acknowledging that he was so represented), as the Proposed Xxxx Seller shall reasonably request in order to permit such requirements to have been be complied with. Each Participating Seller agrees to take such actions as the Proposed Xxxx Seller shall reasonably request in order to permit such requirements to have been be complied with, and no Participating Seller shall have the right to require that such Participating Seller receive cash in lieu of securities on grounds that if such requirements have not been complied withwith by such Participating Seller.

Certain Legal Requirements. In the event the consideration to be -------------------------- paid in exchange for Securities Shares in the proposed Sale pursuant to Section 7.1 3.1 or Section 3.2 includes any securities and the receipt thereof by any Investor as a Participating Seller that is not an "accredited investor" as defined in Regulation D (a "Non-Accredited Seller") would require under applicable law either (i) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities or (ii) the provision to any participant in the Sale of any information other than such information as would be required under Regulation D of the Securities and Exchange Commission or similar rule then in effect in an offering made pursuant to said Regulation D solely to "accredited investors" as defined in said Regulation D, the Proposed Xxxx Seller Prospective Sponsor Sellers shall be obligated only to use its their reasonable best efforts to cause such the requirements under Regulation D to have been be complied with to the extent necessary to permit such Participating Non-Accredited Seller to receive such securities, but shall not have any obligation to effect a registration of such securities under the Securities Act or similar state statutes. Notwithstanding any provisions of this Section 7, if If use of reasonable best efforts shall would not have resulted result in such -8- Omega Holdings, Inc. Stockholders Agreement -------------------------------------------------------------------------------- the applicable requirements being complied with to the extent necessary to permit such Participating Non-Accredited Seller to receive such securities, the Proposed Xxxx Seller shall Prospective Sponsor Sellers may, at the option of Prospective Sponsor Sellers holding a majority of the Shares held by the Prospective Sponsor Sellers, either: (i) cause to be paid to such Participating Non-Accredited Seller in lieu thereof, against surrender of the Securities Shares (in accordance with Section 7.4 3.3.4 hereof) which would have otherwise been Sold sold by such Participating Non-Accredited Seller to the Proposed Prospective Buyer in the Sale, an amount in cash equal to the Fair Market Value of the securities which such Participating Non-Accredited Seller would otherwise receivereceive as of the date of the issuance of such securities in exchange for Shares, or (ii) elect to exclude such Non-Accredited Seller from the Sale, in which event the Prospective Sponsor Sellers shall have no obligation to such Non-Accredited Seller, except that in connection with a proposed Sale pursuant to Section ------ 3.1, any Non-Accredited Seller may elect to be excluded from the Sale pursuant to clause (ii) rather than receiving cash pursuant to clause (i). The obligation of the Proposed Xxxx Seller Prospective Sponsor Sellers to use reasonable best efforts to cause such requirements to have been complied with to the extent necessary to permit a Participating Non-Accredited Seller to receive such securities shall be conditioned on such Participating Non-Accredited Seller executing such documents and instruments, and taking such other actions (including including, without limitation, if required by the Proposed Xxxx Seller on advice of its counselProspective Sponsor Sellers, agreeing to be represented during the course of such transaction by a "purchaser representative" (as defined in Regulation D) in connection with evaluating the merits and risks of the prospective investment and acknowledging that he was so represented), as the Proposed Xxxx Seller Prospective Sponsor Sellers shall reasonably request in order to permit such requirements to have been be complied with. Each Participating Seller agrees to take such actions as the Proposed Xxxx Seller Prospective Sponsor Sellers shall reasonably request in order to permit such requirements to have been be complied with, and no Participating Seller shall have the right to require that such Participating Seller receive cash in lieu of securities on grounds that such requirements have not been complied with.