Common use of Rights of Inclusion Clause in Contracts

Rights of Inclusion. (a) Except for any Transfer of Restricted Securities pursuant to clauses (i), (ii), (iii), (iv) and (v) of Section 2.4(b), if the 399 Stockholders propose to Transfer, in one or more transactions, Restricted Securities representing more than 10% of the Restricted Securities held by all 399 Stockholders as of the date hereof (appropriately adjusted for any stock dividends, splits, reverse splits, combinations, reclassifications and the like); provided, that this clause shall apply only to the extent such Transfers otherwise subject to the Inclusion Right in the aggregate exceed such 10% threshold; to any Person (the "Buyer") (the transferor being referred to herein is the "Transferor" and the securities proposed to be so transferred, the "Transferor Shares"), then, as a condition to such Transfer, the Transferor shall cause the Buyer to include an offer (the "Article III Offer") to each of the Stockholders holding shares of the same class (and series) as the Transferor Shares who are not Transferors (collectively, the "Offerees"), to sell to the Buyer, at the option of each Offeree, that number of shares of the same class of Restricted Securities as the Transferor, determined in accordance with Section 3.1(b), on the same terms and conditions as are applicable to the Transferor Shares. (For purposes of this Section 3.1, except as set forth in Section 3.1(b), shares of all classes of Common Stock together with Equity Equivalents (on an as-if-converted basis), shall be deemed one and the same class and series of Common Stock.) The Transferor shall provide a written notice (the "Inclusion Notice") of the Article III Offer to each Offeree, which may accept the Article III Offer by providing a written notice of acceptance of the Article III Offer to the Transferor within 30 days after delivery of the Inclusion Notice.

Rights of Inclusion. (a) Except for any Transfer of Restricted Securities pursuant to clauses (i), (ii), (iii), ) (ivin the capacity of an Offeree only) and (viv) of Section 2.4(b), if the 399 Stockholders propose to Transfer, in one or more transactions, Restricted Securities representing more than 10% of the Restricted Securities held by all 399 Stockholders as of the date hereof (appropriately adjusted for any stock dividends, splits, reverse splits, combinations, reclassifications and the like)on a Diluted Basis; provided, that this clause shall apply only to the extent such Transfers otherwise subject to the Inclusion Right in the aggregate exceed such 10% threshold; to any Person (the "Buyer") (the transferor being referred to herein is the "Transferor" and the securities proposed to be so transferred, the "Transferor Shares"), then, as a condition to such Transfer, the Transferor shall cause the Buyer to include an offer (the "Article III Offer") to each of the Stockholders holding shares of the same class (and series) as the Transferor Shares who are not Transferors (collectively, the "Offerees"), to sell to the Buyer, at the option of each Offeree, that number of shares of the same class of Restricted Securities as the Transferor, determined in accordance with Section 3.1(b), on the same terms and conditions as are applicable to the Transferor Shares. (For purposes of this Section 3.1, except as set forth in Section 3.1(b), shares of all classes of Common Stock together with Equity Equivalents (on an as-if-converted basis), shall be deemed one and the same class and series of Common Stock.) The Transferor shall provide a written notice (the "Inclusion Notice") of the Article III Offer to each Offeree, which may accept the Article III Offer by providing a written notice of acceptance of the Article III Offer to the Transferor within 30 days after delivery of the Inclusion Notice.

Rights of Inclusion. (a) Except for If any OEP Stockholder (the “Transferor”) proposes to Transfer of Restricted Securities pursuant any Shares (the “Transferor Shares”) to clauses (i), (ii), (iii), (iv) and (v) of Section 2.4(b), if the 399 Stockholders propose to Transfer, in one or more transactions, Restricted Securities representing more than 10% of the Restricted Securities held by all 399 Stockholders as of the date hereof third parties (appropriately adjusted for any stock dividends, splits, reverse splits, combinations, reclassifications and the like); provided, that this clause shall apply only to the extent such Transfers otherwise subject to the Inclusion Right in the aggregate exceed such 10% threshold; to any Person (the "Buyer") (the transferor being third parties are referred to herein is as the "Transferor" and the securities proposed to be so transferred, the "Transferor Shares"“Buyer”), then, as a condition to such Transfer, the Transferor shall cause the Buyer to include an make a written offer (the "Article III “Section 2.5 Offer"”) to each of the Stockholders holding shares Shares of the same class (and series) as the Transferor Shares who are not Transferors (collectively, the "“Offerees"”), to sell to the Buyer, at the option of each Offeree, that number of shares Shares of the same class (and series) of Restricted Securities Shares as the Transferor, determined in accordance with Section 3.1(b2.5(b), on the same terms and conditions conditions, including, without limitation, with respect to price, as are applicable to the Transferor Shares. (For purposes , all of which will be specified in the Section 2.5 Offer; provided, however, that the provisions of this Section 3.12.5 shall not apply to any Transfer of Shares (i) by the OEP Stockholders to a direct or indirect Permitted Transferee or (ii) by OEP that, except as set forth individually or in Section 3.1(b)the aggregate, shares does not result in a Transfer other than to direct or indirect Permitted Transferees (together with all previous such Transfers) of all classes more than 15% of the Shares of Common Stock together with Equity Equivalents (owned by OEP on an as-if-converted basis), shall the Acquisition Closing Date to any Person(s) who is or will be deemed one and a member of the same class and series of Common Stock.) Management Group or any direct or indirect Permitted Transferee thereof. The Transferor shall provide a written notice (the "“Inclusion Notice"”) of the Article III Section 2.5 Offer to each Offeree, which may accept the Article III Section 2.5 Offer by providing a written notice of acceptance of the Article III Section 2.5 Offer to the Transferor within 30 no later than thirty (30) days after delivery of the Inclusion Notice.