Common use of Participation Rights Clause in Contracts

Participation Rights. (i) At least 30 days prior to any Transfer of shares of Company Stock by any of Apollo or any of its Affiliates (the “Transferring Apollo Shareholder”) for value (other than pursuant to a Permitted Transfer or an Approved Sale as to which Carlyle has an independent right to approve under paragraph 5(a) as a consequence of Carlyle and its Affiliates owning, in the aggregate, either (i) seven and one-half percent (7.5%) (or more) of issued and outstanding Shareholders Shares or (ii) shares of the Company Stock with a Fair Market Value of seventy-five million dollars ($75,000,000) (or more)), the Transferring Apollo Shareholder will deliver written notice in accordance with paragraph 22 (the “Sale Notice”) to the Company, the other Investor Shareholders (including Carlyle and its Affiliates) and the Other Shareholders, specifying in reasonable detail the identity of the Proposed Purchaser and the terms and conditions of the Transfer. Notwithstanding any of the restrictions contained in this paragraph 3, any or all of the other Investor Shareholders (including Carlyle and its Affiliates) and Other Shareholders may elect to participate in the contemplated Transfer by delivering written notice in accordance with paragraph 22 (a “Tag-Along Notice”) to the Transferring Apollo Shareholder within 15 business days after the date that such Sale Notice is deemed given pursuant to paragraph 22, provided that all Tag-Along Notices of Carlyle’s Affiliates shall be delivered by Carlyle on behalf of its Affiliates. If no Tag-Along Notice is received by the Transferring Apollo Shareholder within such 15 business day period, the other Investor Shareholders and the Other Shareholders shall not have the right to participate in the Transfer, and the Transferring Apollo Shareholder shall have the right, during the succeeding three-month period, to transfer to the Proposed Purchaser up to the number of shares of Common Stock stated in the Sale Notice, on terms and conditions no more favorable to the Transferring Apollo Shareholder than those stated in the Sale Notice. If any of the other Investor Shareholders or Other Shareholders have elected to participate in such Transfer (such Shareholders, “Participating Shareholders”), each of the Transferring Apollo Shareholder and each Participating Shareholder will be entitled to sell in the contemplated Transfer, at the same price and on the same terms, up to a number of shares of Common Stock which is determined by multiplying (i) the number of shares of Common Stock owned by such Participating Shareholder on the date that the Tag-Along Notice is furnished by (ii) a fraction, the numerator of which is the number of shares of Common Stock which the Proposed Purchaser desires to purchase and the denominator of which is the sum of (x) the number of shares of Common Stock which are owned by the Transferring Apollo Shareholder and (y) the aggregate number of shares of Common Stock owned by all of the Participating Shareholders on the date that the Tag-Along Notice is furnished.

Participation Rights. (i) At least 30 days prior to any Transfer of shares of Company Stock by any of Apollo or any of its Affiliates (the “Transferring Apollo Shareholder”) for value (other than pursuant to a Permitted Transfer or an Approved Sale as to which Carlyle has an independent right to approve under paragraph 5(a) as a consequence of Carlyle and its Affiliates owning, in the aggregate, either (i) seven and one-half percent (7.5%) (or more) of issued and outstanding Shareholders Shares or (ii) shares of the Company Stock with a Fair Market Value of seventy-five million dollars ($75,000,000) (or more)), the Transferring Apollo Shareholder will deliver written notice in accordance with paragraph 22 21 (the “Sale Notice”) to the Company, the other Investor Shareholders (including Carlyle and its Affiliates) and the Other Shareholders, specifying in reasonable detail the identity of the Proposed Purchaser and the terms and conditions of the Transfer. Notwithstanding any of the restrictions contained in this paragraph 3, any or all of the other Investor Shareholders (including Carlyle and its Affiliates) and Other Shareholders may elect to participate in the contemplated Transfer by delivering written notice in accordance with paragraph 22 21 (a “Tag-Along Notice”) to the Transferring Apollo Shareholder within 15 business days after the date that such Sale Notice is deemed given pursuant to paragraph 2221, provided that all Tag-Along Notices of Carlyle’s Affiliates shall be delivered by Carlyle on behalf of its Affiliates. If no Tag-Along Notice is received by the Transferring Apollo Shareholder within such 15 business day period, the other Investor Shareholders and the Other Shareholders shall not have the right to participate in the Transfer, and the Transferring Apollo Shareholder shall have the right, during the succeeding three-month period, to transfer to the Proposed Purchaser up to the number of shares of Common Stock stated in the Sale Notice, on terms and conditions no more favorable to the Transferring Apollo Shareholder than those stated in the Sale Notice. If any of the other Investor Shareholders or Other Shareholders have elected to participate in such Transfer (such Shareholders, “Participating Shareholders”), each of the Transferring Apollo Shareholder and each Participating Shareholder will be entitled to sell in the contemplated Transfer, at the same price and on the same terms, up to a number of shares of Common Stock which is determined by multiplying (i) the number of shares of Common Stock owned by such Participating Shareholder on the date that the Tag-Along Notice is furnished by (ii) a fraction, the numerator of which is the number of shares of Common Stock which the Proposed Purchaser desires to purchase and the denominator of which is the sum of (x) the number of shares of Common Stock which are owned by the Transferring Apollo Shareholder and (y) the aggregate number of shares of Common Stock owned by all of the Participating Shareholders on the date that the Tag-Along Notice is furnished.

Participation Rights. (i) At In the event of a Transfer of Securities by Lee, xx least 30 days prior to any such Transfer of shares of Company Stock by any of Apollo or any of its Affiliates (the “Transferring Apollo Shareholder”) for value (other than pursuant to a Permitted Transfer or an Approved Sale as to which Carlyle has an independent right to approve under paragraph 5(a) as a consequence of Carlyle and its Affiliates owning, in the aggregate, either (i) seven and one-half percent (7.5%) (or more) of issued and outstanding Shareholders Shares or (ii) shares of the Company Stock with a Fair Market Value of seventy-five million dollars ($75,000,000) (or more)Public Sale), the Transferring Apollo Shareholder will Lee xxxl deliver a written notice in accordance with paragraph 22 (the “"Sale Notice”") to the Company, Company and the other Investor Shareholders Stockholders (including Carlyle and its Affiliatesthe "Other Stockholders") if Lee xx transferring Stockholder Shares or to the Partnership and the Other ShareholdersPartners if Lee xx transferring Partnership Securities, specifying in reasonable detail the identity of the Proposed Purchaser prospective transferee(s), the Securities to be sold and the terms and conditions of the Transfer. Notwithstanding any In the event that the Other Stockholders or Other Partners (as the case may be) hold the type of the restrictions contained in this paragraph 3Securities which are to be transferred, any or all of the other Investor Shareholders (including Carlyle and its Affiliates) and Other Shareholders they may elect to participate in the contemplated Transfer by delivering written notice in accordance with paragraph 22 (a “Tag-Along Notice”) to the Transferring Apollo Shareholder within 15 business Lee xxxhin 30 days after the date that such Sale Notice is deemed given pursuant to paragraph 22, provided that all Tag-Along Notices delivery of Carlyle’s Affiliates shall be delivered by Carlyle on behalf of its Affiliates. If no Tag-Along Notice is received by the Transferring Apollo Shareholder within such 15 business day period, the other Investor Shareholders and the Other Shareholders shall not have the right to participate in the Transfer, and the Transferring Apollo Shareholder shall have the right, during the succeeding three-month period, to transfer to the Proposed Purchaser up to the number of shares of Common Stock stated in the Sale Notice, on terms and conditions no more favorable to the Transferring Apollo Shareholder than those stated in the Sale Notice. If any of the other Investor Shareholders Other Stockholder or Other Shareholders have Partner has elected to participate in such Transfer (such Shareholders, “Participating Shareholders”)Transfer, each of the Transferring Apollo Shareholder and Lee xxd each Participating Shareholder such Other Stockholder or Other Partner will be entitled to sell in the contemplated Transfer, at the same price and on the same terms, up to a number of shares Securities equal to the product of Common Stock which is determined by multiplying (i) the number quotient determined by dividing the percentage of shares such Securities held by such person by the aggregate percentage of Common Stock such Securities owned by Lee xxx the Other Stockholders and/or Other Partners participating in such Participating Shareholder on the date that the Tag-Along Notice is furnished by sale and (ii) a fraction, the numerator of which is the number of shares of Common Stock which the Proposed Purchaser desires to purchase and the denominator of which is the sum of (x) the number of such Securities to be sold in the contemplated Transfer. For example, if the Sale Notice contemplated a sale of 100 Stockholder Shares by Lee, xxd if Lee xx such time owns 30% of all Stockholder Shares and if one Other Stockholder elects to participate and owns 20% of all Stockholder Shares, Lee xxxld be entitled to sell 60 shares of Common Stock which are owned by (30% / 50% x 100 shares) and the Transferring Apollo Shareholder and other Stockholder would be entitled to sell 40 shares (y) 20% / 50% x 100 shares). Lee xxxll use its best efforts to obtain the aggregate number of shares of Common Stock owned by all agreement of the Participating Shareholders on prospective transferee(s) to the date participation of the Other Stockholders and/or Other Partners in any contemplated Transfer, and notwithstanding any provision herein to the contrary, in the event that the Tag-Along Notice is furnishedprospective transferees do not allow such participation, Lee xxy not transfer any of its Securities to the prospective transferee(s).

Participation Rights. (i) At least 30 days prior to any Transfer of shares of Company Stock by any of Apollo or any of its Affiliates (the “Transferring Apollo Shareholder”) for value Stockholder Shares (other than pursuant a Public Sale or a Transfer to a Permitted Transfer or an Approved Sale as to which Carlyle has an independent right to approve under paragraph 5(a) as a consequence of Carlyle and its Affiliates owning, in the aggregate, either (i) seven and one-half percent (7.5%) (or more) of issued and outstanding Shareholders Shares or (ii) shares of the Company Stock with a Fair Market Value of seventy-five million dollars ($75,000,000) (or more)Transferee), the holder of Stockholder Shares making such Transfer (the "Transferring Apollo Shareholder will Stockholder") shall deliver a written notice in accordance with paragraph 22 (the “"Sale Notice”") to the Company, Company and the other Investor Shareholders Stockholders holding the same class of Stockholder Shares (including Carlyle and its Affiliates) and the "Other ShareholdersStockholders"), specifying in reasonable detail the identity of the Proposed Purchaser prospective transferee(s), the number of shares to be transferred and the terms and conditions of the TransferTransfer (which notice may be the same notice and given at the same time as the Offer Notice under paragraph 4). Notwithstanding any of the restrictions contained in this paragraph 3, any or all of the other Investor Shareholders (including Carlyle and its Affiliates) and The Other Shareholders Stockholders may elect to participate in the contemplated Transfer at the same price per share and on the same terms by delivering written notice in accordance with paragraph 22 (a “Tag-Along Notice”) to the Transferring Apollo Shareholder Stockholder within 15 business days after the date that such Sale Notice is deemed given pursuant to paragraph 22, provided that all Tag-Along Notices delivery of Carlyle’s Affiliates shall be delivered by Carlyle on behalf of its Affiliates. If no Tag-Along Notice is received by the Transferring Apollo Shareholder within such 15 business day period, the other Investor Shareholders and the Other Shareholders shall not have the right to participate in the Transfer, and the Transferring Apollo Shareholder shall have the right, during the succeeding three-month period, to transfer to the Proposed Purchaser up to the number of shares of Common Stock stated in the Sale Notice, on terms and conditions no more favorable to the Transferring Apollo Shareholder than those stated in the Sale Notice. If any of the other Investor Shareholders or Other Shareholders Stockholders have elected to participate in such Transfer (such ShareholdersTransfer, “Participating Shareholders”), each of the Transferring Apollo Shareholder Stockholder and each Participating Shareholder will such Other Stockholders shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms, up to terms a number of shares Stockholder Shares equal to the product of Common Stock which is determined by multiplying (i) the number quotient determined by dividing the percentage of shares of Common Stock Stockholder Shares owned by such Participating Shareholder on Person by the date that aggregate percentage of Stockholder Shares owned by the Tag-Along Notice is furnished by Transferring Stockholder and the Other Stockholders participating in such sale and (ii) a fraction, the numerator of which is the number of shares of Common Stock which the Proposed Purchaser desires to purchase and the denominator of which is the sum of (x) the number of shares Stockholder Shares to be sold in the contemplated Transfer. For example, if the Sale Notice contemplated a sale of Common Stock which are owned 100 Stockholder Shares by the Transferring Apollo Shareholder Stockholder, and if the Transferring Stockholder at such time owns 30% of all Stockholder Shares and if one Other Stockholder elects to participate and owns 20% of all Stockholder Shares, the Transferring Stockholder would be entitled to sell 60 shares (y30% / 50% x 100 shares) and the aggregate number Other Stockholder would be entitled to sell 40 shares (20% / 50% x 100 shares). Each Transferring Stockholder shall use reasonable best efforts to obtain the agreement of shares of Common Stock owned by all the prospective transferee(s) to the participation of the Participating Shareholders Stockholders in any contemplated Transfer, and no Transferring Stockholder shall transfer any of his, her or its Stockholder Shares to any prospective transferee unless (A) the prospective transferee(s) agrees to allow the participation of the Participating Stockholders or (B) the Transferring Stockholder agrees to purchase from the Participating Stockholders the number of Stockholders Shares which the Participating Stockholders would have been entitled to sell pursuant to this paragraph 3(b) at the same price and on the date same terms. Each Stockholder transferring Stockholder Shares pursuant to this paragraph 3(b) shall pay his, her or its pro rata share (based on the number of Stockholder Shares to be sold) of the expenses incurred by the Stockholders in connection with such transfer and shall be obligated to join on a pro rata basis (based on the number of Stockholder Shares to be sold) in any indemnification or other obligations that the Tag-Along Notice is furnishedTransferring Stockholder agrees to provide in connection with such transfer (other than any such obligations that relate specifically to a particular Stockholder such as indemnification with respect to representations and warranties given by a Stockholder regarding such Stockholder's title to and ownership of Stockholder Shares); provided that no holder shall be obligated in connection with such Transfer to agree to indemnify or hold harmless the transferees with respect to an amount in excess of the net cash proceeds paid to such holder in connection with such Transfer.

Participation Rights. (i) At least 30 40 days prior to any Transfer sale, transfer, assignment, pledge or other disposal (a "Transfer") of shares any Willxx Xxxxx Xxxres of Company Stock by any of Apollo or any of its Affiliates (the “Transferring Apollo Shareholder”) for value a certain class (other than (i) pursuant to a Permitted Transfer or an Approved Public Sale as to which Carlyle has an independent right to approve under paragraph 5(a) as a consequence of Carlyle and its Affiliates owning, in the aggregate, either (i) seven and one-half percent (7.5%) (or more) of issued and outstanding Shareholders Shares or (ii) shares of the Company Stock with a Fair Market Value of seventy-five million dollars ($75,000,000Transfer pursuant to Section 2(c) (or more)Section 3), the Transferring Apollo Shareholder will transferring Stockholder (the "Willxx Xxxxx Xxxnsferor") shall deliver a written notice in accordance with paragraph 22 (the “"Sale Notice”") to the Company, Company and each of the other Investor Shareholders Stockholders (including Carlyle and its Affiliates) and the "Other ShareholdersStockholders"), specifying in reasonable detail the number of such class of Stockholder Shares to be transferred, the identity of the Proposed Purchaser prospective transferee(s) and the terms and conditions of the Transfer, including the price per Stockholder Share of such class. Notwithstanding any of the restrictions contained in this paragraph 3, any or all of the other Investor Shareholders (including Carlyle and its Affiliates) and The Other Shareholders Stockholders may elect to participate in the contemplated Transfer by delivering written notice to the Willxx Xxxxx Xxxnsferor within 30 days after delivery of the Sale Notice; provided that if the Willxx Xxxxx Xxxnsferor intends to Transfer a strip of two or more classes of Stockholder Shares and any Other Stockholder (including his or its Permitted Transferees) holds all such classes of Stockholder Shares, such Other Stockholder may only participate in such Transfer if such Other Stockholder Transfers all such classes of Stockholder Shares in accordance with paragraph 22 (a “Tag-Along Notice”) to the Transferring Apollo Shareholder within 15 business days after the date that such Sale Notice is deemed given pursuant to paragraph 22, provided that all Tag-Along Notices of Carlyle’s Affiliates shall be delivered by Carlyle on behalf of its Affiliates. If no Tag-Along Notice is received by the Transferring Apollo Shareholder within such 15 business day period, the other Investor Shareholders and the Other Shareholders shall not have the right to participate formula set forth in the Transferfollowing sentence. With respect to each class of Stockholder Shares to be Transferred, and the Transferring Apollo Shareholder shall have the right, during the succeeding three-month period, to transfer to the Proposed Purchaser up to the number of shares of Common Stock stated in the Sale Notice, on terms and conditions no more favorable to the Transferring Apollo Shareholder than those stated in the Sale Notice. If if any of the other Investor Shareholders or Other Shareholders Stockholders have elected to participate in such Transfer (such ShareholdersTransfer, “Participating Shareholders”), each of the Transferring Apollo Shareholder Willxx Xxxxx Xxxnsferor and each Participating Shareholder will participating Other Stockholder shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms, up to a number of shares Stockholder Shares of Common Stock which is determined by multiplying such class equal to the product of (i) the number of shares of Common Stock owned quotient determined by such Participating Shareholder on the date that the Tag-Along Notice is furnished by dividing (ii) a fraction, the numerator of which is the number of shares of Common Stock which the Proposed Purchaser desires to purchase and the denominator of which is the sum of (x1) the number of shares Stockholder Shares of Common Stock which are owned such class held by the Transferring Apollo Shareholder and such Person by (y2) the aggregate number of shares Stockholder Shares of such class owned by the Willxx Xxxxx Xxxnsferor and the Other Stockholders participating in such sale and (ii) the aggregate number of Stockholder Shares of such class to be sold in the contemplated Transfer. For purposes of the preceding sentence, (I) Common Stock owned issuable upon exercise of employee stock options which have not vested and become exercisable shall not be considered to be Stockholder Shares and (II) all Stockholder Shares held by all any Permitted Transferee of any Other Stockholder shall be deemed held by such Other Stockholder himself or itself. For purposes of this Agreement, references to Stockholder Shares of a certain "class" means Stockholder Shares which are Notes, Preferred Stock or Common Stock; provided that Voting Common and Nonvoting Common will be deemed to be of the Participating Shareholders on same "class;" provided further that Series B Subordinated Promissory Notes will be deemed to be of the date that the Tag-Along Notice is furnishedsame class as Preferred Stock (rather than Series A Subordinated Promissory Notes).

Participation Rights. (i) At least 30 If MDCP proposes to Transfer any of its Stockholder Shares (other than (i) pursuant to an Exempt Transfer or (ii) pursuant to the Quadrangle Purchase Agreement, then not less than 20 days prior to any such Transfer of shares of Company Stock by any of Apollo or any of its Affiliates Stockholder Shares (such 20-day period, the "MDCP SALE PERIOD"), MDCP shall deliver a written notice (the “Transferring Apollo Shareholder”) for value (other than pursuant to a Permitted Transfer or an Approved Sale as to which Carlyle has an independent right to approve under paragraph 5(a) as a consequence of Carlyle and its Affiliates owning, in the aggregate, either (i) seven and one-half percent (7.5%) (or more) of issued and outstanding Shareholders Shares or (ii) shares of the Company Stock with a Fair Market Value of seventy-five million dollars ($75,000,000) (or more)), the Transferring Apollo Shareholder will deliver written notice in accordance with paragraph 22 (the “Sale Notice”"MDCP SALE NOTICE") to the Company, Company and all holders of Stockholder Shares other than MDCP (the other Investor Shareholders (including Carlyle and its Affiliates"OTHER STOCKHOLDERS") and the Other Shareholders, specifying in reasonable detail the identity identity, background and ownership (if any) of the Proposed Purchaser prospective transferee(s), the number of shares to be Transferred and the terms and conditions of the TransferTransfer (which notice may be the same notice and given at the same time as the Offer Notice under paragraph 3(d)). Notwithstanding any of Subject to paragraph 3(e)(iii), the restrictions contained in this paragraph 3, any or all of the other Investor Shareholders (including Carlyle and its Affiliates) and Other Shareholders Stockholders may elect to participate in the contemplated Transfer at the same price per share and on the same terms by delivering written notice in accordance with paragraph 22 (a “Tag-Along Notice”the "MDCP SALE ELECTION NOTICE") to MDCP within the Transferring Apollo Shareholder within 15 business days after the date that such MDCP Sale Notice is deemed given pursuant to paragraph 22, provided that all Tag-Along Notices of Carlyle’s Affiliates shall be delivered by Carlyle on behalf of its Affiliates. If no Tag-Along Notice is received by the Transferring Apollo Shareholder within such 15 business day period, the other Investor Shareholders and the Other Shareholders shall not have the right to participate in the Transfer, and the Transferring Apollo Shareholder shall have the right, during the succeeding three-month period, to transfer to the Proposed Purchaser up to the number of shares of Common Stock stated in the Sale Notice, on terms and conditions no more favorable to the Transferring Apollo Shareholder than those stated in the Sale NoticePeriod. If any of the other Investor Shareholders or Other Shareholders have Stockholders has elected to participate in such Transfer (Transfer, then MDCP and such Shareholders, “Participating Shareholders”), each of the Transferring Apollo Shareholder and each Participating Shareholder will Other Stockholder shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms, up to a number of shares Stockholder Shares equal to the product of Common Stock which is (A) the quotient determined by multiplying (i) the number of shares of Common Stock owned by such Participating Shareholder on the date that the Tag-Along Notice is furnished by (ii) a fraction, the numerator of which is the number of shares of Common Stock which the Proposed Purchaser desires to purchase and the denominator of which is the sum of dividing (x) the number percentage of shares of Common Stock which are Stockholder Shares owned by the Transferring Apollo Shareholder and such Person by (y) the aggregate percentage of Stockholder Shares owned by MDCP and the Other Stockholders participating in such sale, and (B) the number of Stockholder Shares to be sold in the contemplated Transfer. For example, if the Sale Notice contemplated a sale of 100 Stockholder Shares by MDCP, and if MDCP at such time owns 30% of all Stockholder Shares and if the Xxxxxxxx Investors owning 20%, Executives owning 10% and the Quadrangle Investors owning 8% of all Stockholder Shares elect to participate, then MDCP would be entitled to sell 44 shares of Common Stock owned by all of ((30% / 68%) x 100 shares), the Participating Shareholders on Xxxxxxxx Investors would be entitled to sell 29 shares ((20% / 68%) x 100 shares), the date that Executives would be entitled to sell 15 shares ((10% / 68%) x 100 shares) and the Tag-Along Notice is furnishedQuadrangle Investors would be entitled to sell 12 shares ((8% / 68%) x 100 shares).

Participation Rights. (iIf the Company and/or the Investors have not elected to purchase all of the Shares to be transferred by an Existing Shareholder pursuant to paragraph 3(b) At least 30 days prior to any above, or in the event of a Transfer of shares of Company Common Stock by any of Apollo or any of its Affiliates (the “Transferring Apollo Shareholder”) for value (other than pursuant to a Permitted Transfer or an Approved Sale as to which Carlyle has an independent right to approve under paragraph 5(a) as a consequence of Carlyle and its Affiliates owningInvestor, in the aggregate, either (i) seven and one-half percent (7.5%) (or more) of issued and outstanding Shareholders Shares or (ii) shares of the Company Stock with a Fair Market Value of seventy-five million dollars ($75,000,000) (or more)), the Transferring Apollo each Other Shareholder will deliver written notice in accordance with paragraph 22 (the “Sale Notice”) to the Company, the other Investor Shareholders (including Carlyle and its Affiliates) and the Other Shareholders, specifying in reasonable detail the identity of the Proposed Purchaser and the terms and conditions of the Transfer. Notwithstanding any of the restrictions contained in this paragraph 3, any or all of the other Investor Shareholders (including Carlyle and its Affiliates) and Other Shareholders may elect to participate in the contemplated Transfer by delivering written notice in accordance with paragraph 22 (a “Tag-Along Notice”) to the Transferring Apollo Shareholder and the Company within 15 business 30 days after the date that receipt by such Sale Notice is deemed given pursuant to paragraph 22, provided that all Tag-Along Notices Other Shareholder of Carlyle’s Affiliates shall be delivered by Carlyle on behalf of its Affiliates. If no Tag-Along Notice is received by the Transferring Apollo Shareholder within such 15 business day period, the other Investor Shareholders and the Other Shareholders shall not have the right to participate in the Transfer, and the Transferring Apollo Shareholder shall have the right, during the succeeding three-month period, to transfer to the Proposed Purchaser up to the number of shares of Common Stock stated in the Sale Notice, on terms and conditions no more favorable to the Transferring Apollo Shareholder than those stated in the Sale Notice. If any of the other Investor Shareholders or Other Shareholders have Shareholder has elected to participate in such Transfer (such ShareholdersTransfer, “Participating Shareholders”), each of the Transferring Apollo Shareholder and each Participating Shareholder will the electing Other Shareholder(s) shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms, up to a number of shares of Common Stock which is equal to the product of (i) the quotient determined by multiplying dividing the percentage of Shares owned by such Person by the aggregate percentage of Shares owned by the Transferring Shareholder and all electing Other Shareholder(s) and (iii) the number of shares of Common Stock to be sold in the contemplated sale. FOR EXAMPLE, if the Sale Notice contemplated a sale of 100 shares of Common Stock, and if the Transferring Shareholder was at such time the owner of 30% of all Shares and if one Other Shareholder elected to participate and such Other Shareholder owned by such Participating Shareholder on the date that the Tag-Along Notice is furnished by (ii) a fraction20% of all Shares, the numerator Transferring Shareholder would be entitled to sell 60 shares of which is Common Stock (30% DIVIDED BY 50% x 100 shares of Common Stock) and the electing Other Shareholder would be entitled to sell 40 shares of Common Stock (20% DIVIDED BY 50% x 100 shares of Common Stock). The Transferring Shareholder shall use his, her or its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Other Shareholders in the contemplated Transfer and shall not Transfer any shares of Common Stock to the prospective transferee(s) if such transferee(s) refuses to allow the participation of the Other Shareholders. Each Shareholder transferring shares of Common Stock pursuant to this paragraph 3(c) shall pay its pro rata share (based on the number of shares of Common Stock which to be sold) of the Proposed Purchaser desires expenses incurred by the Shareholders in connection with such Transfer and shall be obligated to purchase and the denominator of which is the sum of join on a pro rata basis (x) based on the number of shares of Common Stock which are owned by to be sold) in any indemnification or other obligations that the Transferring Apollo Shareholder agrees to provide in connection with such Transfer (other than any such obligations that relate specifically to a particular Shareholder such as indemnification with respect to representations and (y) the aggregate number warranties given by a Shareholder regarding such Shareholder's title to and ownership of shares of Common Stock owned by all of the Participating Shareholders on the date that the Tag-Along Notice is furnishedStock).

Participation Rights. (iIf the Company and/or the Investors have not elected to purchase all of the Shares to be transferred by an Existing Shareholder pursuant to paragraph 3(b) At least 30 days prior to any above, or in the event of a Transfer of shares of Company Common Stock by any of Apollo or any of its Affiliates (the “Transferring Apollo Shareholder”) for value (other than pursuant to a Permitted Transfer or an Approved Sale as to which Carlyle has an independent right to approve under paragraph 5(a) as a consequence of Carlyle and its Affiliates owningInvestor, in the aggregate, either (i) seven and one-half percent (7.5%) (or more) of issued and outstanding Shareholders Shares or (ii) shares of the Company Stock with a Fair Market Value of seventy-five million dollars ($75,000,000) (or more)), the Transferring Apollo each Other Shareholder will deliver written notice in accordance with paragraph 22 (the “Sale Notice”) to the Company, the other Investor Shareholders (including Carlyle and its Affiliates) and the Other Shareholders, specifying in reasonable detail the identity of the Proposed Purchaser and the terms and conditions of the Transfer. Notwithstanding any of the restrictions contained in this paragraph 3, any or all of the other Investor Shareholders (including Carlyle and its Affiliates) and Other Shareholders may elect to participate in the contemplated Transfer by delivering written notice in accordance with paragraph 22 (a “Tag-Along Notice”) to the Transferring Apollo Shareholder and the Company within 15 business 30 days after the date that receipt by such Sale Notice is deemed given pursuant to paragraph 22, provided that all Tag-Along Notices Other Shareholder of Carlyle’s Affiliates shall be delivered by Carlyle on behalf of its Affiliates. If no Tag-Along Notice is received by the Transferring Apollo Shareholder within such 15 business day period, the other Investor Shareholders and the Other Shareholders shall not have the right to participate in the Transfer, and the Transferring Apollo Shareholder shall have the right, during the succeeding three-month period, to transfer to the Proposed Purchaser up to the number of shares of Common Stock stated in the Sale Notice, on terms and conditions no more favorable to the Transferring Apollo Shareholder than those stated in the Sale Notice. If any of the other Investor Shareholders or Other Shareholders have Shareholder has elected to participate in such Transfer (such ShareholdersTransfer, “Participating Shareholders”), each of the Transferring Apollo Shareholder and each Participating Shareholder will the electing Other Shareholder(s) shall be entitled to sell in the contemplated con templated Transfer, at the same price and on the same terms, up to a number of shares of Common Stock which is equal to the product of (i) the quotient determined by multiplying dividing the percentage of Shares owned by such Person by the aggregate percentage of Shares owned by the Transferring Shareholder and all electing Other Shareholder(s) and (iii) the number of shares of Common Stock to be sold in the contemplated sale. For example, if the Sale Notice contemplated a sale of 100 shares of Common Stock, and if the Transferring Shareholder was at such time the owner of 30% of all Shares and if one Other Shareholder elected to participate and such Other Shareholder owned by such Participating Shareholder on the date that the Tag-Along Notice is furnished by (ii) a fraction20% of all Shares, the numerator Transferring Shareholder would be entitled to sell 60 shares of which is Common Stock (30% divided by 50% x 100 shares of Common Stock) and the electing Other Shareholder would be entitled to sell 40 shares of Common Stock (20% divided by 50% x 100 shares of Common Stock). The Transferring Shareholder shall use his, her or its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Other Shareholders in the contemplated Transfer and shall not Transfer any shares of Common Stock to the prospective transferee(s) if such trans- feree(s) refuses to allow the participation of the Other Shareholders. Each Shareholder transferring shares of Common Stock pursuant to this paragraph 3(c) shall pay its pro rata share (based on the number of shares of Common Stock which to be sold) of the Proposed Purchaser desires expenses incurred by the Shareholders in connection with such Transfer and shall be obligated to purchase and the denominator of which is the sum of join on a pro rata basis (x) based on the number of shares of Common Stock which are owned by to be sold) in any indemnification or other obligations that the Transferring Apollo Shareholder agrees to provide in connection with such Transfer (other than any such obligations that relate specifically to a particular Shareholder such as indemnification with respect to representations and (y) the aggregate number warranties given by a Shareholder regarding such Shareholder's title to and ownership of shares of Common Stock owned by all of the Participating Shareholders on the date that the Tag-Along Notice is furnishedStock).

Participation Rights. (i) At least 30 days prior If MDCP proposes to any Transfer of shares of Company Stock by any of Apollo or any of its Affiliates (the “Transferring Apollo Shareholder”) for value Stockholder Shares (other than pursuant to a Permitted an Exempt Transfer, then not less than 20 days prior to any such Transfer or an Approved of Stockholder Shares (such 20-day period, the “MDCP Sale as to which Carlyle has an independent right to approve under paragraph 5(a) as a consequence of Carlyle and its Affiliates owning, in the aggregate, either (i) seven and one-half percent (7.5%) (or more) of issued and outstanding Shareholders Shares or (ii) shares of the Company Stock with a Fair Market Value of seventy-five million dollars ($75,000,000) (or more)Period”), the Transferring Apollo Shareholder will MDCP shall deliver a written notice in accordance with paragraph 22 (the “MDCP Sale Notice”) to the Company, Company and all holders of Stockholder Shares other than MDCP (the other Investor Shareholders (including Carlyle and its Affiliates“Other Stockholders”) and the Other Shareholders, specifying in reasonable detail the identity identity, background and ownership (if any) of the Proposed Purchaser prospective transferee(s), the number of shares to be Transferred and the terms and conditions of the TransferTransfer (which notice may be the same notice and given at the same time as the Offer Notice under Section 3(d)). Notwithstanding any of Subject to Section 3(e)(iii), the restrictions contained in this paragraph 3, any or all of the other Investor Shareholders (including Carlyle and its Affiliates) and Other Shareholders Stockholders may elect to participate in the contemplated Transfer at the same price per share and on the same terms by delivering written notice in accordance with paragraph 22 (a the “Tag-Along MDCP Sale Election Notice”) to MDCP within the Transferring Apollo Shareholder within 15 business days after the date that such MDCP Sale Notice is deemed given pursuant to paragraph 22, provided that all Tag-Along Notices of Carlyle’s Affiliates shall be delivered by Carlyle on behalf of its Affiliates. If no Tag-Along Notice is received by the Transferring Apollo Shareholder within such 15 business day period, the other Investor Shareholders and the Other Shareholders shall not have the right to participate in the Transfer, and the Transferring Apollo Shareholder shall have the right, during the succeeding three-month period, to transfer to the Proposed Purchaser up to the number of shares of Common Stock stated in the Sale Notice, on terms and conditions no more favorable to the Transferring Apollo Shareholder than those stated in the Sale NoticePeriod. If any of the other Investor Shareholders or Other Shareholders have Stockholders has elected to participate in such Transfer (Transfer, then MDCP and such Shareholders, “Participating Shareholders”), each of the Transferring Apollo Shareholder and each Participating Shareholder will Other Stockholder shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms, up to a number of shares Stockholder Shares equal to the product of Common Stock which is (A) the quotient determined by multiplying (i) the number of shares of Common Stock owned by such Participating Shareholder on the date that the Tag-Along Notice is furnished by (ii) a fraction, the numerator of which is the number of shares of Common Stock which the Proposed Purchaser desires to purchase and the denominator of which is the sum of dividing (x) the number percentage of shares of Common Stock which are Stockholder Shares owned by the Transferring Apollo Shareholder and such Person by (y) the aggregate percentage of Stockholder Shares owned by MDCP and the Other Stockholders participating in such sale, and (B) the number of Stockholder Shares to be sold in the contemplated Transfer. For example, if the Sale Notice contemplated a sale of 100 Stockholder Shares by MDCP, and if MDCP at such time owns 30% of all Stockholder Shares and if the Mxxxxxxx Investors owning 20%, Executives owning 10%, the Quadrangle Investors owning 8% and the Syufy Investor owning 10% of all Stockholder Shares elect to participate, then MDCP would be entitled to sell 38 shares of Common Stock owned by all of ((30% ÷ 78%) x 100 shares), the Participating Shareholders on Mxxxxxxx Investors would be entitled to sell 26 shares ((20% ÷ 78%) x 100 shares), the date that Executives would be entitled to sell 13 shares ((10% ÷ 78%) x 100 shares), the Tag-Along Notice is furnishedQuadrangle Investors would be entitled to sell 10 shares ((8% ÷ 78%) x 100 shares) and the Syufy Investor would be entitled to sell 13 shares ((10% ÷ 78%) x 100 shares).

Participation Rights. (i) At least 30 days prior to any Transfer of shares of Company Stock by any of Apollo or any of its Affiliates (the “Transferring Apollo Shareholder”) for value Each Other Shareholder (other than pursuant to a Permitted Transfer or an Approved Sale as to which Carlyle has an independent right to approve under paragraph 5(a) as a consequence of Carlyle and its Affiliates owning, in the aggregate, either (i) seven and one-half percent (7.5%) (or more) of issued and outstanding Shareholders Shares or (ii) shares of the Company Stock with a Fair Market Value of seventy-five million dollars ($75,000,000) (or more)), the Transferring Apollo Shareholder will deliver written notice in accordance with paragraph 22 (the “Sale Notice”Shareholder) to the Company, the other Investor Shareholders (including Carlyle and its Affiliates) and the Other Shareholders, specifying in reasonable detail the identity of the Proposed Purchaser and the terms and conditions of the Transfer. Notwithstanding any of the restrictions contained in this paragraph 3, any or all of the other Investor Shareholders (including Carlyle and its Affiliates) and Other Shareholders may elect to participate in the contemplated Transfer by delivering written notice in accordance with paragraph 22 (a “Tag-Along Notice”) to the Transferring Apollo Shareholder within 15 business 30 days after the date that such Sale Notice is deemed given pursuant to paragraph 22, provided that all Tag-Along Notices delivery of Carlyle’s Affiliates shall be delivered by Carlyle on behalf of its Affiliates. If no Tag-Along Notice is received by the Transferring Apollo Shareholder within such 15 business day period, the other Investor Shareholders and the Other Shareholders shall not have the right to participate in the Transfer, and the Transferring Apollo Shareholder shall have the right, during the succeeding three-month period, to transfer to the Proposed Purchaser up to the number of shares of Common Stock stated in the Sale Notice, on terms and conditions no more favorable to the Transferring Apollo Shareholder than those stated in the Sale Notice. If any of the other Investor Shareholders or Other Shareholders have elected to participate in such Transfer (such ShareholdersTransfer, “Participating Shareholders”), each of the Transferring Apollo Shareholder and each Participating Shareholder will such Other Shareholders shall be entitled to sell include in the contemplated Transfer, at the same price and on the same terms, up to a number of shares such class or classes of Common Stock which is determined by multiplying Shares (the "Included Shares") equal to the product of (i) the number quotient determined by dividing the percentage of shares such class of Common Stock the Shares owned by such Participating person by the aggregate percentage of such class of the Shares owned by the Transferring Shareholder on the date that the Tag-Along Notice is furnished by and all Other Shareholders electing to participate in such Transfer and (ii) a fraction, the numerator of which is the number of shares of Common Stock which the Proposed Purchaser desires to purchase and the denominator of which is the sum of (x) the number of such class of Offered Shares. For example, if the contemplated Transfer involves 100 Offered Shares of a certain class and if the Transferring Shareholder at such time owns 30% of all Shares of such class and if one other holder elects to participate and owns 20% of all Shares of such class, the Transferring Shareholder would be entitled to sell 60 shares of Common Stock such class ((30% / 50%) x 100 shares) and the other holder would be entitled to sell 40 shares of such class ((20% / 50%) x 100 shares). Each Transferring Shareholder shall use reasonable best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Other Shareholders in any contemplated Transfer, and each Transferring Shareholder shall not transfer any of its Shares to the prospective transferee(s) unless (i) simultaneously with such transfer, the prospective transferee or transferees purchase from the Other Shareholders the Shares which the Other Shareholders are owned entitled to sell to such prospective transferee(s) pursuant to this paragraph 2(d) or (ii) simultaneously with such Transfer, the Transferring Shareholders purchase (on the same terms and conditions on which such Shares were sold to the transferee(s)) the number of Shares from the Other Shareholders which the Other Shareholders would have been entitled to sell pursuant to this paragraph 2(d). Each holder of Shares transferring Shares pursuant to this paragraph 2(d) shall pay its pro rata share (based on the proceeds received in such Transfer) of the expenses incurred by the holders of Shares in connection with such transfer and shall be obligated to join on a pro rata basis (based on the proceeds received in such Transfer) in any indemnification or other obligations that the Transferring Apollo Shareholder agrees to provide in connection with such transfer (other than any such obligation that relate specifically to a particular holder of Shares such as indemnification with respect to representations and (y) warranties given by a holder regarding such holder's title to and ownership of Shares; provided that no holder shall be obligated in connection with such Transfer to agree to indemnify or hold harmless the aggregate number of shares of Common Stock owned by all transferees with respect to an amount in excess of the Participating Shareholders on the date that the Tag-Along Notice is furnishednet cash proceeds paid to such holder in connection with such Transfer).

Participation Rights. (iIf the Company and/or the Other -------------------- Shareholders have not elected to purchase all of the Shares to be transferred by an Existing Shareholder pursuant to paragraph 3(b) At least 30 days prior to any above, or in the event of a Transfer of shares of Company Common Stock by any of Apollo or any of its Affiliates (the “Transferring Apollo Shareholder”) for value (other than pursuant to a Permitted Transfer or an Approved Sale as to which Carlyle has an independent right to approve under paragraph 5(a) as a consequence of Carlyle and its Affiliates owningInvestor, in the aggregate, either (i) seven and one-half percent (7.5%) (or more) of issued and outstanding Shareholders Shares or (ii) shares of the Company Stock with a Fair Market Value of seventy-five million dollars ($75,000,000) (or more)), the Transferring Apollo each Other Shareholder will deliver written notice in accordance with paragraph 22 (the “Sale Notice”) to the Company, the other Investor Shareholders (including Carlyle and its Affiliates) and the Other Shareholders, specifying in reasonable detail the identity of the Proposed Purchaser and the terms and conditions of the Transfer. Notwithstanding any of the restrictions contained in this paragraph 3, any or all of the other Investor Shareholders (including Carlyle and its Affiliates) and Other Shareholders may elect to participate in the contemplated Transfer by delivering written notice in accordance with paragraph 22 (a “Tag-Along Notice”) to the Transferring Apollo Shareholder and the Company within 15 business 30 days after the date that receipt by such Sale Notice is deemed given pursuant to paragraph 22, provided that all Tag-Along Notices Other Shareholder of Carlyle’s Affiliates shall be delivered by Carlyle on behalf of its Affiliates. If no Tag-Along Notice is received by the Transferring Apollo Shareholder within such 15 business day period, the other Investor Shareholders and the Other Shareholders shall not have the right to participate in the Transfer, and the Transferring Apollo Shareholder shall have the right, during the succeeding three-month period, to transfer to the Proposed Purchaser up to the number of shares of Common Stock stated in the Sale Notice, on terms and conditions no more favorable to the Transferring Apollo Shareholder than those stated in the Sale Notice. If any of the other Investor Shareholders or Other Shareholders have elected to participate in such Transfer (such ShareholdersTransfer, “Participating Shareholders”), each of the Transferring Apollo Shareholder and each Participating Shareholder will the electing Other Shareholders shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms, up to a number of shares of Common Stock which is equal to the product of (i) the quotient determined by multiplying dividing the percentage of Shares owned by such Person by the aggregate percentage of Shares owned by the Transferring Shareholder and all electing Other Shareholders and (iii) the number of shares of Common Stock to be sold in the contemplated sale. For example, if the Sale Notice contemplated a sale of 100 shares ----------- of Common Stock, and if the Transferring Shareholder was at such time the owner of 30% of all Shares and if one Other Shareholder elected to participate and such Other Shareholder owned by such Participating Shareholder on the date that the Tag-Along Notice is furnished by (ii) a fraction20% of all Shares, the numerator Transferring Shareholder would be entitled to sell 60 shares of which is Common Stock (30% divided by 50% x 100 shares of Common Stock) and the electing Other Shareholder would be entitled to sell 40 shares of Common Stock (20% divided by 50% x 100 shares of Common Stock). The Transferring Shareholder shall use his, her or its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Other Shareholders in the contemplated Transfer and shall not Transfer any shares of Common Stock to the prospective transferee(s) if such transferee(s) refuses to allow the participation of the Other Shareholders. Each Shareholder transferring shares of Common Stock pursuant to this paragraph 3(c) shall pay its pro rata share (based on the number of shares of Common Stock which to be sold) of the Proposed Purchaser desires expenses incurred by the Shareholders in connection with such Transfer and shall be obligated to purchase and the denominator of which is the sum of join on a pro rata basis (x) based on the number of shares of Common Stock which are owned by to be sold) in any indemnification or other obligations that the Transferring Apollo Shareholder agrees to provide in connection with such Transfer (other than any such obligations that relate specifically to a particular Shareholder such as indemnification with respect to representations and (y) the aggregate number warranties given by a Shareholder regarding such Shareholder's title to and ownership of shares of Common Stock owned by all of the Participating Shareholders on the date that the Tag-Along Notice is furnishedStock).

Participation Rights. (i) At least 30 days prior If MDCP proposes to any Transfer of shares of Company Stock by any of Apollo or any of its Affiliates (the “Transferring Apollo Shareholder”) for value Stockholder Shares (other than pursuant to a Permitted Transfer or an Approved Sale as to which Carlyle has an independent right to approve under paragraph 5(a) as a consequence of Carlyle and its Affiliates owning, in the aggregate, either (i) seven and one-half percent (7.5%) (or more) of issued and outstanding Shareholders Shares or (ii) shares of the Company Stock with a Fair Market Value of seventy-five million dollars ($75,000,000) (or more)Exempt Transfer), then not less than 20 days prior to any such Transfer of Stockholder Shares (such 20-day period, the Transferring Apollo Shareholder will "MDCP SALE PERIOD"), MDCP shall deliver a written notice in accordance with paragraph 22 (the “Sale Notice”"MDCP SALE NOTICE") to the Company, Company and all holders of Stockholder Shares other than MDCP (the other Investor Shareholders (including Carlyle and its Affiliates"OTHER STOCKHOLDERS") and the Other Shareholders, specifying in reasonable detail the identity identity, background and ownership (if any) of the Proposed Purchaser prospective transferee(s), the number of shares to be Transferred and the terms and conditions of the TransferTransfer (which notice may be the same notice and given at the same time as the Offer Notice under paragraph 3(d)). Notwithstanding any of Subject to paragraph 3(e)(iii), the restrictions contained in this paragraph 3, any or all of the other Investor Shareholders (including Carlyle and its Affiliates) and Other Shareholders Stockholders may elect to participate in the contemplated Transfer at the same price per share and on the same terms by delivering written notice in accordance with paragraph 22 (a “Tag-Along the "MDCP SALE ELECTION Notice”") to MDCP within the Transferring Apollo Shareholder within 15 business days after the date that such MDCP Sale Notice is deemed given pursuant to paragraph 22, provided that all Tag-Along Notices of Carlyle’s Affiliates shall be delivered by Carlyle on behalf of its Affiliates. If no Tag-Along Notice is received by the Transferring Apollo Shareholder within such 15 business day period, the other Investor Shareholders and the Other Shareholders shall not have the right to participate in the Transfer, and the Transferring Apollo Shareholder shall have the right, during the succeeding three-month period, to transfer to the Proposed Purchaser up to the number of shares of Common Stock stated in the Sale Notice, on terms and conditions no more favorable to the Transferring Apollo Shareholder than those stated in the Sale NoticePeriod. If any of the other Investor Shareholders or Other Shareholders have Stockholders has elected to participate in such Transfer (Transfer, then MDCP and such Shareholders, “Participating Shareholders”), each of the Transferring Apollo Shareholder and each Participating Shareholder will Other Stockholder shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms, up to a number of shares Stockholder Shares equal to the product of Common Stock which is (A) the quotient determined by multiplying (i) the number of shares of Common Stock owned by such Participating Shareholder on the date that the Tag-Along Notice is furnished by (ii) a fraction, the numerator of which is the number of shares of Common Stock which the Proposed Purchaser desires to purchase and the denominator of which is the sum of dividing (x) the number percentage of shares of Common Stock which are Stockholder Shares owned by the Transferring Apollo Shareholder and such Person by (y) the aggregate percentage of Stockholder Shares owned by MDCP and the Other Stockholders participating in such sale, and (B) the number of Stockholder Shares to be sold in the contemplated Transfer. For example, if the Sale Notice contemplated a sale of 100 Stockholder Shares by MDCP, and if MDCP at such time owns 30% of all Stockholder Shares and if the Mitchell Investors owning 20% and Executives owninx 00% xx all Stockholder Shares elect to participate, then MDCP would be entitled to sell 50 shares of Common Stock owned by all of (30% / 60% x 100 shares), the Participating Shareholders on Mitchell Investors would be entitled to sell 33 shxxxx (00% / 60% x 100 shares) and the date that the Tag-Along Notice is furnishedExecutives would be entitled to sell 17 shares (10% / 60% x 100 shares).

Participation Rights. (i) At least 30 days prior to any -------------------- Significant Transfer of shares of Company Stock by any of Apollo or any of its Affiliates (the “Transferring Apollo Shareholder”) for value Stockholder Shares (other than a Public Sale or a Transfer pursuant to a Permitted Transfer or an Approved Sale as to which Carlyle has an independent right to approve under paragraph 5(a) as a consequence of Carlyle and its Affiliates owning, in the aggregate, either (i) seven and one-half percent (7.5%) (or more) of issued and outstanding Shareholders Shares or (ii) shares of the Company Stock with a Fair Market Value of seventy-five million dollars ($75,000,000) (or more2(b)), the Stockholder making such Significant Transfer (the "Transferring Apollo Shareholder will Stockholder") shall deliver a written notice in accordance with paragraph 22 (the “"Sale Notice”") to the Company, Company and the other Investor Shareholders Stockholders who hold Stockholder Shares (including Carlyle and its Affiliates) and the "Other ShareholdersStockholders"), specifying in reasonable detail the identity of the Proposed Purchaser prospective transferee(s), the number and class of Stockholders Shares being transferred and the terms and conditions of the Significant Transfer. Notwithstanding any of the restrictions contained in this paragraph 3, any or all of the other Investor Shareholders (including Carlyle and its Affiliates) and The Other Shareholders Stockholders may elect to participate in the contemplated Significant Transfer by delivering written notice in accordance with paragraph 22 (a “Tag-Along Notice”) to the Transferring Apollo Shareholder Stockholder within 15 business 30 days after the date that such Sale Notice is deemed given pursuant to paragraph 22, provided that all Tag-Along Notices delivery of Carlyle’s Affiliates shall be delivered by Carlyle on behalf of its Affiliates. If no Tag-Along Notice is received by the Transferring Apollo Shareholder within such 15 business day period, the other Investor Shareholders and the Other Shareholders shall not have the right to participate in the Transfer, and the Transferring Apollo Shareholder shall have the right, during the succeeding three-month period, to transfer to the Proposed Purchaser up to the number of shares of Common Stock stated in the Sale Notice, on terms and conditions no more favorable to the Transferring Apollo Shareholder than those stated in the Sale Notice. If any of the other Investor Shareholders or Other Shareholders Stockholders have elected to participate in such Transfer (such ShareholdersSignificant Transfer, “Participating Shareholders”), each of the Transferring Apollo Shareholder Stockholder and each Participating Shareholder will such Other Stockholders shall be entitled to sell in the contemplated Significant Transfer, at the same price and on the same termsterms (subject to the provisions of paragraph 2(d) below), up a number of Stockholder Shares equal to a the product of (i) the quotient determined by dividing the percentage of Stockholder Shares owned by such person by the aggregate percentage of Stockholder Shares owned by the Transferring Stockholder and the Other Stockholders participating in such sale and (ii) the number of Stockholder Shares to be sold in the contemplated Significant Transfer. For purposes of this calculation, all shares of Class A Common shall be treated as if converted into ten percent (10%) of the outstanding number of shares of Class B Common Stock which is determined by multiplying (i) outstanding immediately following such conversion. For example, if the number Sale Notice contemplated a sale of 60 ----------- shares of Class A Common Stock owned by such Participating Shareholder on the date that the Tag-Along Notice is furnished by (ii) a fraction, the numerator of which is the number of shares of Common Stock which the Proposed Purchaser desires to purchase and the denominator of which is the sum of (x) the number of shares of Common Stock which are owned by the Transferring Apollo Shareholder Stockholder, and (y) if the aggregate number Transferring Stockholder at such time owns 30% of all Stockholder Shares and if one Other Stockholder elects to participate and owns 40 shares of the Class B Common Stock owned by (representing 20% of all Stockholder Shares), the Transferring Stockholder would be entitled to sell 36 shares (30% + 50% x 60 shares) and the Other Stockholder would be entitled to sell 24 shares (20% + 50% x 60 shares). Each Stockholder shall use best efforts to obtain the agreement of the Participating Shareholders on prospective transferee(s) to the date that participation of the Tag-Along Notice is furnishedOther Stockholders in any contemplated Significant Transfer, and each Stockholder shall not transfer any of its Stockholder Shares to the prospective transferee(s) if the prospective transferee(s) declines to allow the participation of the Other Stockholders.