Common use of Sale to Third Party Clause in Contracts

Sale to Third Party. In the event that the Company and the Investors do not elect to exercise the rights to purchase under this Section 3.3 with respect to all of the Shares proposed to be sold, the Transferring Restricted Stockholder may sell all such Shares to the Buyer on the terms and conditions set forth in the Offer Notice, subject to the provisions of Section 3.4. Promptly after such Transfer, the Transferring Restricted Stockholder shall notify the Company, which in turn shall promptly notify all the Investors, of the consummation thereof and shall furnish such evidence of the completion and time of completion of the Transfer and of the terms thereof as may reasonably be requested by a Preferred Majority. Prior to the effectiveness of any Transfer to a Buyer hereunder, such Buyer shall have entered into a Joinder Agreement in substantially the form attached hereto as Exhibit A, and such Buyer shall have all the rights and obligations hereunder as if such Buyer were a Restricted Stockholder. If the Transferring Restricted Stockholder’s sale to a Buyer is not consummated in accordance with the terms of the Transaction Offer on or before sixty (60) calendar days after the latest of: (i) the expiration of the Company Option Period, (ii) the expiration of the Investor Option Period, (iii) the expiration of the Co-Sale Election Period set forth in Section 3.4 below, if applicable, and (iv) the satisfaction of all governmental approval or filing requirements, the Transaction Offer shall be deemed to lapse, and any Transfers of Shares pursuant to such Transaction Offer shall be in violation of the provisions of this Agreement unless the Transferring Restricted Stockholder sends a new Offer Notice and once again complies with the provisions of this Section 3.3 with respect to such Transaction Offer.

Sale to Third Party. In Any Shares held by a Transferring Stockholder that are the event subject of a Transaction Offer and that the Company and the Investors do not elect Transferring Stockholder desires to exercise the rights Transfer to purchase under a Buyer following compliance with this Section 3.3 with respect 3.4, may be sold to all of such Buyer only during the Shares proposed period specified in Section 3.4(d) and only on terms no more favorable to be sold, the Transferring Restricted Stockholder may sell all such Shares to the Buyer on the terms and conditions set forth than those contained in the Offer Notice, subject to the provisions of Section 3.4. Promptly after such Transfer, the Transferring Restricted Stockholder shall notify the Company, which in turn shall promptly notify all Company and the Investors, Investors of the consummation thereof and shall furnish such evidence of the completion and time of completion of the Transfer and of the terms thereof as may reasonably be requested by a Preferred MajorityMajority Interest. Prior to the effectiveness of any Transfer to a Buyer hereunder, such Buyer shall have entered into a Joinder Agreement in substantially the form attached hereto as Exhibit A, and such Buyer shall have all the rights and obligations hereunder as if such Buyer were a Restricted an Existing Stockholder. If In the Transferring Restricted Stockholder’s sale to a Buyer event that the Transaction Offer is not consummated in accordance with within the terms period required by this Section 3.4 or the Buyer fails timely to remit to each participating Investor its respective portion of the Transaction Offer on or before sixty (60) calendar days after the latest of: (i) the expiration of the Company Option Period, (ii) the expiration of the Investor Option Period, (iii) the expiration of the Co-Sale Election Period set forth in Section 3.4 below, if applicable, and (iv) the satisfaction of all governmental approval or filing requirementssale proceeds, the Transaction Offer shall be deemed to lapse, and any Transfers Transfer of Shares pursuant to such Transaction Offer shall be in violation of the provisions of this Agreement unless the Transferring Restricted Stockholder sends a new Offer Notice with respect to such Offered Shares and once again complies with the provisions of this Section 3.3 and Section 3.4 with respect to such Transaction OfferOffer or such lapse is waived in writing by a Majority Interest.

Sale to Third Party. In Any Shares held by a Transferring Restricted Stockholder that are the event that the Company and the Investors do not elect to exercise the rights to purchase under this Section 3.3 with respect to all subject of the Shares proposed to be sold, Transaction Offer and that the Transferring Restricted Stockholder desires to Transfer following compliance with this Section 3.4, may sell all such Shares be sold to the Buyer only during the period specified in Section 3.4(d) and only on terms no more favorable to the terms and conditions set forth Transferring Restricted Stockholder than those contained in the Offer Notice, subject to the provisions of Section 3.4. Promptly after such Transfer, the Transferring Restricted Stockholder shall notify the Company, which in turn shall promptly notify all the Investors, of the consummation thereof and shall furnish such evidence of the completion and time of completion of the Transfer and of the terms thereof as may reasonably be requested by a Preferred Majority. Prior to the effectiveness of any Transfer to a Buyer hereunder, such Buyer shall have entered into a Joinder Agreement in substantially the form attached hereto as Exhibit A, and such Buyer shall have all the rights and obligations hereunder as if such Buyer were a Restricted Stockholder. If In the Transferring Restricted Stockholder’s sale to a Buyer event that the Transaction Offer is not consummated in accordance with within the terms period required by this Section 3.4 or the Buyer fails timely to remit to each participating Investor its respective portion of the Transaction Offer on or before sixty (60) calendar days after the latest of: (i) the expiration of the Company Option Period, (ii) the expiration of the Investor Option Period, (iii) the expiration of the Co-Sale Election Period set forth in Section 3.4 below, if applicable, and (iv) the satisfaction of all governmental approval or filing requirementssale proceeds, the Transaction Offer shall be deemed to lapse, and any Transfers Transfer of Shares pursuant to such Transaction Offer shall be in violation of the provisions of this Agreement unless the Transferring Restricted Stockholder sends a new Offer Notice and once again complies with the provisions of this Section Sections 3.3 and 3.4 with respect to such Transaction Offer.

Sale to Third Party. In the event that the Company and the Investors do not elect to exercise the rights to purchase under this Section 3.3 with respect to all of the Offered Shares proposed to be sold, the Transferring Restricted Stockholder may sell all such of the Offered Shares to the Buyer on the terms and conditions set forth in the Offer Notice, subject to the provisions of Section 3.4. Promptly after such Transfer, the Transferring Restricted Stockholder shall notify the Company, which in turn shall promptly notify all Company and the Investors, Investors of the consummation thereof and shall furnish such evidence of the completion and time of completion of the Transfer and of the terms thereof as may reasonably be requested by a Preferred MajorityMajority Interest. Prior to the effectiveness of any Transfer to a Buyer hereunder, such Buyer shall have entered into a Joinder Agreement in substantially the form attached hereto as Exhibit A, and such Buyer shall have all the rights and obligations hereunder as if such Buyer were a Restricted an Existing Stockholder. If the Transferring Restricted Stockholder’s 's sale to a Buyer is not consummated in accordance with the terms of the Transaction Offer on or before sixty (60) calendar days after the latest of: (i) the expiration of the Company Investor Option Period, (ii) the expiration of the Investor Option Period, (iii) the expiration of the Co-Sale Election Period set forth in Section 3.4 below, if applicable, and (iviii) the satisfaction of all governmental approval or filing requirements, the Transaction Offer shall be deemed to lapse, and any Transfers of Shares pursuant to such Transaction Offer shall be in violation of the provisions of this Agreement unless the Transferring Restricted Stockholder sends a new Offer Notice and once again complies with the provisions of this Section 3.3 with respect to such Transaction OfferOffer or such lapse is waived in writing by a Majority Interest.

Sale to Third Party. In If the event that Shareholders and the Company and the Investors do not elect to exercise the rights agree to purchase under this Section 3.3 with respect to all of the Available Shares proposed to be soldand any Remaining Available Shares under Section 2.2(a) above, the Transferring Restricted Stockholder may Selling Shareholder shall then have the right, at his, her or its election, for a period of ninety (90) days after the expiration of the option periods provided under Section 2.2(a) or (b), as applicable, to sell all such of the Available Shares either pursuant to the Buyer Third-Party Offer or, if the Third-Party Offer is no longer effective, to any third party at a purchase price per share equal to the Sale Price and on the terms and conditions set forth in no less favorable to the Offer NoticeSelling Shareholder than the Terms. The Selling Shareholder shall proceed with reasonable diligence to consummate the sale of the Available Shares pursuant to this subsection, subject subject, however, to the provisions of Section 3.42.3. Promptly after such TransferEach party hereto agrees that upon the reasonable request of any other party it will cooperate and will cause its Affiliates to cooperate with the other parties hereto to effect the provisions of this Section. Without limiting the generality of the foregoing, the Transferring Restricted Stockholder shall notify the Company, which in turn shall promptly notify all the Investors, subject to reasonable restrictions to protect confidential information of the consummation thereof Company and shall furnish such evidence the confidential nature of all negotiations related to the transactions contemplated by this Section, will provide reasonable access, during normal business hours, to all books and records reasonably requested by any party or proposed Transferee and will permit any party or proposed Transferee to interview the officers and directors of the completion Company and time all others who possess material information concerning the Company. Notwithstanding the foregoing provisions of completion of the this Section, no compliance with such provisions shall be required (i) with respect to any Transfer and of the terms thereof as may reasonably be requested by a Preferred Majority. Prior any Shareholder to the effectiveness of any Permitted Transferee (though any Transfer to a Buyer hereunderPermitted Transferee shall comply with Section 2.1), such Buyer shall have entered into a Joinder Agreement in substantially the form attached hereto as Exhibit A, and such Buyer shall have all the rights and obligations hereunder as if such Buyer were a Restricted Stockholder. If the Transferring Restricted Stockholder’s sale to a Buyer is not consummated in accordance with the terms of the Transaction Offer on or before sixty (60) calendar days after the latest of: (i) the expiration of the Company Option Period, (ii) the expiration of the Investor Option Period, (iii) the expiration of the Co-Sale Election Period set forth in Section 3.4 below, if applicable, and (iv) the satisfaction of all governmental approval or filing requirements, the Transaction Offer shall be deemed to lapse, and any Transfers of Shares pursuant to such Transaction Offer shall be in violation of the provisions of this Agreement unless the Transferring Restricted Stockholder sends a new Offer Notice and once again complies with the provisions of this Section 3.3 with respect to such Transaction Offerany Transfer by any Shareholder as part of any Underwritten Public Offering.

Sale to Third Party. In the event that the Company and the Investors do not elect to exercise the rights to purchase under this Section 3.3 5.3 with respect to all of the Shares proposed to be sold, the Transferring Restricted Stockholder Principal Shareholder may sell all the remaining balance of such Shares to the Buyer on the terms and conditions set forth in the Offer Notice, subject to the provisions of Section 3.45.4. Promptly after such Transfer, the Transferring Restricted Stockholder Principal Shareholder shall notify the Company, which in turn shall promptly notify all the Investors, of the consummation thereof and shall furnish such evidence of the completion and time of completion of the Transfer and of the terms thereof as may reasonably be requested by a Preferred MajorityMajority Interest. Prior to the effectiveness of any Transfer to a Buyer hereunder, such Buyer shall have entered into a Joinder Agreement in substantially the form attached hereto as Exhibit ASchedule C, and such Buyer shall have all the rights and obligations hereunder as if such Buyer were a Restricted StockholderPrincipal Shareholder. If the Transferring Restricted StockholderPrincipal Shareholder’s sale to a Buyer is not consummated in accordance with the terms of the Transaction Offer on or before sixty (60) calendar days after the latest of: (i) the expiration of the Company Option Period, (ii) the expiration of the Investor Option Period, and (iii) the expiration of the Co-Sale Election Period set forth in Section 3.4 5.4 below, if applicable, and (iv) the satisfaction of all governmental approval or filing requirements, the Transaction Offer shall be deemed to lapse, and any Transfers of Shares pursuant to such Transaction Offer shall be in violation of the provisions of this Agreement unless the Transferring Restricted Stockholder Principal Shareholder sends a new Offer Notice and once again complies with the provisions of this Section 3.3 5.3 with respect to such Transaction Offer.

Sale to Third Party. In the event that the Company and the Investors do not elect to exercise the rights to purchase under this Section 3.3 with respect to all of the Shares proposed to be sold, the Transferring Restricted Stockholder may sell all the remaining balance of such Shares to the Buyer on the terms and conditions set forth in the Offer Notice, subject to the provisions of Section 3.4. Promptly after such Transfer, the Transferring Restricted Stockholder shall notify the Company, which in turn shall promptly notify all the Investors, of the consummation thereof and shall furnish such evidence of the completion and time of completion of the Transfer and of the terms thereof as may reasonably be requested by a Preferred MajorityMajority Interest. Prior to the effectiveness of any Transfer to a Buyer hereunder, such Buyer shall have entered into a Joinder Agreement in substantially the form attached hereto as Exhibit EXHIBIT A, and such Buyer shall have all the rights and obligations hereunder as if such Buyer were a Restricted Debt Investor, Management Stockholder or Other Stockholder, as the case may be. If the Transferring Restricted Stockholder’s 's sale to a Buyer is not consummated in accordance with the terms of the Transaction Offer on or before sixty (60) calendar days after the latest of: (i) the expiration of the Company Option Period, (ii) the expiration of the Investor Option Period, Period and (iii) the expiration of the Co-Sale Election Period set forth in Section 3.4 below, if applicable, and (iv) the satisfaction of all governmental approval or filing requirements, the Transaction Offer shall be deemed to lapse, and any Transfers of Shares pursuant to such Transaction Offer shall be in violation of the provisions of this Agreement unless the Transferring Restricted Stockholder sends a new Offer Notice and once again complies with the provisions of this Section 3.3 with respect to such Transaction Offer.

Sale to Third Party. In Any Shares held by a Transferring Stockholder that are the event subject of the Transaction Offer and that the Company and the Investors do not elect Transferring Stockholder desires to exercise the rights to purchase under Transfer following compliance with this Section 3.3 with respect to all of the Shares proposed to 3.5, may be sold, the Transferring Restricted Stockholder may sell all such Shares sold to the Buyer only during the period specified in Section 3.4(f) and only on terms no more favorable to the terms and conditions set forth Transferring Stockholder than those contained in the Offer Notice, subject to the provisions of Section 3.4. Promptly after such Transfer, the Transferring Restricted Stockholder shall notify the Company, which in turn shall promptly notify all the Investors, of the consummation thereof and shall furnish such evidence of the completion and time of completion of the Transfer and of the terms thereof as may reasonably be requested by a Preferred MajorityMajority Interest. Prior to the effectiveness of any Transfer to a Buyer hereunder, such Buyer shall have entered into a Joinder Agreement in substantially the form attached hereto as Exhibit A, and such Buyer shall have all the rights and obligations hereunder as if such Buyer were a Restricted an Other Stockholder. If In the Transferring Restricted Stockholder’s sale to a Buyer event that the Transaction Offer is not consummated in accordance with within the terms period required by this Section 3.5 or the Buyer fails timely to remit to each participating Investor its respective portion of the Transaction Offer on or before sixty (60) calendar days after the latest of: (i) the expiration of the Company Option Period, (ii) the expiration of the Investor Option Period, (iii) the expiration of the Co-Sale Election Period set forth in Section 3.4 below, if applicable, and (iv) the satisfaction of all governmental approval or filing requirementssale proceeds, the Transaction Offer shall be deemed to lapse, and any Transfers Transfer of Shares pursuant to such Transaction Offer shall be in violation of the provisions of this Agreement unless the Transferring Restricted Stockholder sends a new Offer Notice and once again complies with the provisions of this Section 3.3 Sections 3.4 and 3.5 with respect to such Transaction Offer.

Sale to Third Party. In the event that the Company Company, the Investors and the Investors Founders do not elect to exercise the rights to purchase under this Section 3.3 3.4 with respect to all of the Shares proposed to be sold, the Transferring Restricted Stockholder may sell all such any remaining Shares to the Buyer on the terms and conditions set forth in the Offer Notice, subject to the provisions of Section 3.43.5. Promptly after such Transfer, the Transferring Restricted Stockholder shall notify the Company, which in turn shall promptly notify all the InvestorsInvestors and Founders, of the consummation thereof and shall furnish such evidence of the completion and time of completion of the Transfer and of the terms thereof as may reasonably be requested by a Preferred MajorityMajority Interest. Prior to the effectiveness of any Transfer to a Buyer hereunder, such Buyer shall have entered into a Joinder Agreement in substantially the form attached hereto as Exhibit A, and such Buyer shall have all the rights and obligations hereunder as if such Buyer were a Restricted an Other Stockholder. If the Transferring Restricted Stockholder’s sale to a Buyer is not consummated in accordance with the terms of the Transaction Offer Notice on or before sixty (60) calendar days after the latest of: (i) the expiration of the Company Option Period, (ii) the expiration of the Investor Investor/Founder Option Period, (iii) the expiration of the Co-Sale Election Period set forth in Section 3.4 3.5 below, if applicable, and (iv) the satisfaction of all governmental approval or filing requirements, the Transaction Offer shall be deemed to lapse, and any Transfers of Shares pursuant to such Transaction Offer shall be in violation of the provisions of this Agreement unless the Transferring Restricted Stockholder sends a new Offer Notice and once again complies with the provisions of this Section 3.3 3.4 with respect to such Transaction Offer.

Sale to Third Party. In Any Unpurchased Shares held by a Transferring Management Investor that are the event subject of the Transaction Offer and that the Company and the Investors do not elect Transferring Management Investor desires to exercise the rights to purchase under Transfer following compliance with this Section 3.3 with respect 4.4, and subject at all times to all of the Shares proposed to be sold, the Transferring Restricted Stockholder may sell all such Shares to the Buyer on the terms and conditions set forth contained in any Restricted Stock Agreement and subject to such Management Investor’s receipt of the prior written consent of the Company pursuant to Section 4.1, may be sold to the Buyer only during the period specified in Section 4.4(d) and only on terms no more favorable to the Transferring Management Investor than those contained in the Offer Notice, subject to the provisions of Section 3.4. Promptly after such Transfer, the Transferring Restricted Stockholder Management Investor shall notify the Company, which in turn shall promptly notify all of the Charlesbank Investors, of the consummation thereof and shall furnish such evidence of the completion and time of completion of the Transfer and of the terms thereof as may reasonably be requested by a Preferred MajorityCharlesbank Majority Interest. Prior to the effectiveness of any Transfer to a Buyer hereunderunder this Section 4.4, such Buyer shall have entered into a Joinder Agreement in substantially the form attached hereto as Exhibit A, and such Buyer shall have all the rights and obligations hereunder as if such Buyer were a Restricted StockholderManagement Investor. If In the Transferring Restricted Stockholder’s sale to a Buyer event that the Transaction Offer is not consummated in accordance with within the terms period required by this Section 4.4 or the Buyer fails timely to remit to each participating Charlesbank Investor its respective portion of the Transaction Offer on or before sixty (60) calendar days after the latest of: (i) the expiration of the Company Option Period, (ii) the expiration of the Investor Option Period, (iii) the expiration of the Co-Sale Election Period set forth in Section 3.4 below, if applicable, and (iv) the satisfaction of all governmental approval or filing requirementssale proceeds, the Transaction Offer shall be deemed to lapse, and any Transfers Transfer of Unpurchased Shares pursuant to such Transaction Offer shall be in violation of the provisions of this Agreement unless the Transferring Restricted Stockholder Management Investor sends a new Offer Notice and once again complies with the provisions of this Section 3.3 Sections 4.3 and 4.4 with respect to such Transaction Offer.

Sale to Third Party. In If the event that the Company and the Investors Shareholders do not elect to exercise the rights to purchase under this Section 3.3 with respect to all of the Shares proposed to be soldOffered Shares, the Transferring Restricted Stockholder Offered Shares not so purchased may sell all be sold by the Selling Shareholder(s) at any time within sixty (60) days after the date the Offer was made. Any such Shares sale shall be to the Buyer on Proposed Transferee at not less than the price and upon other terms and conditions set forth not more favorable to the Proposed Transferee than those specified in the Offer Notice, subject to the provisions of Section 3.4. Promptly after such Transfer, the Transferring Restricted Stockholder shall notify the Company, which in turn shall promptly notify all the Investors, of the consummation thereof and shall furnish such evidence of the completion and time of completion of the Transfer and of the terms thereof as may reasonably be requested by a Preferred Majority. Prior to the effectiveness of any Transfer to a Buyer hereunder, such Buyer shall have entered into a Joinder Agreement in substantially the form attached hereto as Exhibit A, and such Buyer shall have all the rights and obligations hereunder as if such Buyer were a Restricted StockholderOffer. If any Offered Shares are not sold within the Transferring Restricted Stockholder’s sale to a Buyer is not consummated in accordance with sixty (60)-day period or if the terms of the Transaction Offer on shall change, the Offered Shares shall be subject to renewed compliance with the requirements of the right of first refusal pursuant to Section 5.01. Any third party to whom Shares are sold shall become a Co-Investor and shall have no rights or before sixty obligations under this Agreement except as provided in Sections 2.02(i), 2.03(b), 2.04 and 2.05 and Sections 7.02 and 7.03, provided, however, that if (60) calendar days after the latest of: (ix) the expiration Transfer to a Co-Investor is a Transfer by National Union or its Permitted Transferee of Put/Call Shares and if the price to be paid equals or exceeds the Target Investment Value per Share (using the Call Rate as the discount rate) as of the Company date set for payment, then the Put/Call Shares so Transferred shall continue to be subject to the Call Option Period, (ii) and the expiration purchasing Co-Investor shall execute such documents as are reasonably requested by TSC or its Assignee as to the existence and enforceability of the Investor Option Period, (iii) the expiration of the Co-Sale Election Period set forth in Section 3.4 below, if applicableCall Option, and (ivy) if the satisfaction Transfer to a Co-Investor is a Transfer by National Union or its Permitted Transferee of all governmental approval or filing requirements, the Transaction Offer shall be deemed to lapse, Put/Call Shares and any Transfers of Shares pursuant if RNT consents to such Transaction Offer Transfer and the continuation of the Put Option and the Call Option in writing (which consent shall be in violation the sole discretion of RNT and may be granted or withheld for any reason or no reason), then the provisions of this Agreement unless Put/Call Shares so Transferred shall continue to be subject to the Transferring Restricted Stockholder sends a new Offer Notice Put Option and once again complies with the provisions of this Section 3.3 with respect to such Transaction OfferCall Option.

Sale to Third Party. In Any Shares held by a Transferring Investor that are the event subject of a Transaction Offer and that the Company and the Investors do not elect Transferring Investor desires to exercise the rights Transfer to purchase under a Buyer in compliance with this Section 3.3 with respect 3.5, may be sold to all of such Buyer only during the Shares proposed period specified in Section 3.5(d) and only on terms no more favorable to be sold, the Transferring Restricted Stockholder may sell all such Shares to the Buyer on the terms and conditions Investor than those set forth in the Offer Stockholder Co-Sale Notice, subject to the provisions of Section 3.4. Promptly after such Transfer, the Transferring Restricted Stockholder Investor shall notify New Holdings and the Company, which in turn shall promptly notify all the Investors, Founders and other Investors of the consummation thereof and shall furnish such evidence of the completion and time of completion of the Transfer and of the terms thereof as may reasonably be requested by the holders of a Preferred Majoritymajority of the outstanding Shares of the Participating Stockholders. Prior to the effectiveness of any Transfer to a Buyer hereunder, such Buyer shall have entered into a Joinder Agreement in substantially the form attached hereto as Exhibit EXHIBIT A, and such Buyer shall have all the rights and obligations hereunder as if such Buyer were a Restricted Stockholderan Investor. If the Transferring Restricted Stockholder’s sale to a Buyer Transaction Offer is not consummated in accordance with within the terms period required by this Section 3.5 or the Buyer fails timely to remit to each Participating Stockholder its respective portion of the Transaction Offer on or before sixty (60) calendar days after the latest of: (i) the expiration of the Company Option Period, (ii) the expiration of the Investor Option Period, (iii) the expiration of the Co-Sale Election Period set forth in Section 3.4 below, if applicable, and (iv) the satisfaction of all governmental approval or filing requirementssale proceeds, the Transaction Offer shall be deemed to lapse, and any Transfers Transfer of Shares pursuant to such Transaction Offer shall be in violation of the provisions of this Agreement unless the Transferring Restricted Stockholder Investor sends a new Offer Stockholder Co-Sale Notice with respect to such Shares and once again complies with the provisions of this Section 3.3 3.5 with respect to such Transaction Offer.

Sale to Third Party. In the event that the Company and the Investors do not elect to exercise the rights to purchase under this Section 3.3 with respect to all of the Shares proposed to be sold, the Transferring Restricted Stockholder Transferor may sell all such Shares to the Buyer on the terms and conditions set forth in the Offer Notice, subject to the provisions of Section 3.4. Promptly after such Transfer, the Transferring Restricted Stockholder Transferor shall notify the Company, which in turn shall promptly notify all the Investors, of the consummation thereof and shall furnish such evidence of the completion and time of completion of the Transfer and of the terms thereof as may reasonably be requested by a Preferred MajorityTransfer. Prior to the effectiveness of any Transfer to a Buyer hereunder, such Buyer shall have entered into a Joinder Agreement in substantially the form attached hereto as Exhibit A, and such Buyer shall have all the rights and obligations hereunder as if such Buyer were a Restricted Management Stockholder. If the Transferring Restricted StockholderTransferor’s sale to a Buyer is not consummated in accordance with the terms of the Transaction Offer on or before sixty (60) calendar days after the latest of: (i) the expiration of the Company Option Period, (ii) the expiration of the Investor Option Period, (iii) the expiration of the Co-Sale Election Period set forth in Section 3.4 below, if applicable, and (iv) the satisfaction of all governmental approval or filing requirements, the Transaction Offer shall be deemed to lapse, and any Transfers of Shares pursuant to such Transaction Offer shall be in violation of the provisions of this Agreement unless the Transferring Restricted Stockholder Transferor sends a new Offer Notice and once again complies with the provisions of this Section 3.3 with respect to such Transaction Offer.

Sale to Third Party. In the event that the Company and the Charlesbank Investors do not elect to exercise the rights to purchase under this Section 3.3 4.3 with respect to all of the Shares proposed Offered Shares, and subject at all times to be soldthe terms and conditions contained in any Restricted Stock Agreement and subject to such Management Investor’s receipt of the prior written consent of the Company pursuant to Section 4.1, the Transferring Restricted Stockholder Management Investor may sell all such Offered Shares not purchased under this Section 4.3 by either the Company or the Charlesbank Investors (the “Unpurchased Shares”) to the Buyer on the terms and conditions set forth in the Offer Notice, subject to the provisions of Section 3.44.4. Promptly after such Transfer, the Transferring Restricted Stockholder Management Investor shall notify the Company, which in turn shall promptly notify all of the Charlesbank Investors, of the consummation thereof and shall furnish such evidence of the completion and time of completion of the Transfer and of the terms thereof as may reasonably be requested by a Preferred MajorityCharlesbank Majority Interest. Prior to the effectiveness of any Transfer to a Buyer hereunderunder this Section 4.3, such Buyer shall have entered into a Joinder Agreement in substantially the form attached hereto as Exhibit A, and such Buyer shall have all the rights and obligations hereunder as if such Buyer were a Restricted StockholderManagement Investor. If the Transferring Restricted StockholderManagement Investor’s sale to a Buyer is not consummated in accordance with the terms of the Transaction Offer on or before sixty (60) calendar days after the latest of: (i) the expiration of the Company Option Period, (ii) the expiration of the Charlesbank Investor Option Period, (iii) the expiration of the Co-Sale Election Period set forth in Section 3.4 4.4 below, if applicable, and (iv) the satisfaction of all governmental approval or filing requirements, the Transaction Offer shall be deemed to lapse, and any Transfers of Unpurchased Shares pursuant to such Transaction Offer shall be in violation of the provisions of this Agreement unless the Transferring Restricted Stockholder Management Investor sends a new Offer Notice and once again complies with the provisions of this Section 3.3 4.3 with respect to such Transaction Offer.

Sale to Third Party. In Any Vested Shares held by a Transferring Member that are the event subject of the Transaction Offer and that the Company and the Investors do not elect Transferring Member desires to exercise the rights to purchase under Transfer following compliance with this Section 3.3 with respect to all of the Shares proposed to 9.3, may be sold, the Transferring Restricted Stockholder may sell all such Shares sold to the Buyer only during the period specified in Section 9.3(d) and only on terms no more favorable to the terms and conditions set forth Transferring Member than those contained in the Offer Notice, subject to the provisions of Section 3.4. Promptly after such Transfer, the Transferring Restricted Stockholder Member shall notify the CompanyLLC, which in turn shall promptly notify all the Investorsother Members, of the consummation thereof and shall furnish such evidence of the completion and time of completion of the Transfer and of the terms thereof as may reasonably be requested by a Preferred Majorityrequested. Prior to the effectiveness of any Transfer to a Buyer hereunder, such Buyer shall have entered into a Joinder Agreement in substantially the form attached hereto as Exhibit AB, and upon effectiveness of such Transfer, such Buyer shall have all the rights and obligations hereunder as if such Buyer were a Restricted StockholderMember. If In the Transferring Restricted Stockholder’s sale to a Buyer event that the Transaction Offer is not consummated in accordance with within the terms period required by this Section 9.3 or the Buyer fails timely to remit to each participating Member its respective portion of the Transaction Offer on or before sixty (60) calendar days after the latest of: (i) the expiration of the Company Option Period, (ii) the expiration of the Investor Option Period, (iii) the expiration of the Co-Sale Election Period set forth in Section 3.4 below, if applicable, and (iv) the satisfaction of all governmental approval or filing requirementssale proceeds, the Transaction Offer shall be deemed to lapse, and any Transfers Transfer of Vested Shares pursuant to such Transaction Offer shall be in violation of the provisions of this Agreement and void AB INITIO unless the Transferring Restricted Stockholder Member sends a new Offer Notice and once again complies with the provisions of this Section 3.3 Sections 9.2 and 9.3 with respect to such Transaction Offer. Unvested Shares may not be Transferred pursuant to this Section 9.3.

Sale to Third Party. In Any Shares held by a Transferring Restricted Stockholder that are the event that the Company and the Investors do not elect to exercise the rights to purchase under this Section 3.3 with respect to all subject of the Shares proposed to be sold, Transaction Offer and that the Transferring Restricted Stockholder desires to Transfer following compliance with this Section 3.4, may sell all such Shares be sold to the Buyer only during the period specified in Section 3.4(d) and only on terms no more favorable to the terms and conditions set forth Transferring Restricted Stockholder than those contained in the Offer Notice, subject to the provisions of Section 3.4. Promptly after such Transfer, the Transferring Restricted Stockholder shall notify the Company, which in turn shall promptly notify all the Investors, of the consummation thereof and shall furnish such evidence of the completion and time of completion of the Transfer and of the terms thereof as may reasonably be requested by a Preferred MajorityMajority Interest. Prior to the effectiveness of any Transfer to a Buyer hereunder, such Buyer shall have entered into a Joinder Agreement in substantially the form attached hereto as Exhibit EXHIBIT A, and such Buyer shall have all the rights and obligations hereunder as if such Buyer were a Restricted Stockholder. If In the Transferring Restricted Stockholder’s sale to a Buyer event that the Transaction Offer is not consummated in accordance with within the terms period required by this Section 3.4 or the Buyer fails timely to remit to each participating Investor its respective portion of the Transaction Offer on or before sixty (60) calendar days after the latest of: (i) the expiration of the Company Option Period, (ii) the expiration of the Investor Option Period, (iii) the expiration of the Co-Sale Election Period set forth in Section 3.4 below, if applicable, and (iv) the satisfaction of all governmental approval or filing requirementssale proceeds, the Transaction Offer shall be deemed to lapse, and any Transfers Transfer of Shares pursuant to such Transaction Offer shall be in violation of the provisions of this Agreement unless the Transferring Restricted Stockholder sends a new Offer Notice and once again complies with the provisions of this Section Sections 3.3 and 3.4 with respect to such Transaction Offer.

Sale to Third Party. In the event that the Company and the Investors do not elect to exercise the rights If MCEL elects to purchase under this Section 3.3 with respect to less than all of the Transfer Shares proposed to be sold, offered by the Transferring Restricted Stockholder may sell all such Shares to the Buyer on the terms and conditions Proposed Transferor as set forth in the Offer NoticeROFR Offer, then MCEL’s right of first refusal with respect to the Transfer Shares pursuant to this Article III shall cease and, subject to compliance with Article IV, the provisions Proposed Transferor may Transfer the Transfer Shares to the Proposed Purchaser within ninety (90) days following the date of Section 3.4the ROFR Offer (or if such ninetieth (90th) day is not a Business Day, then on the next succeeding Business Day), for a price and upon other terms no more favorable in the aggregate than those specified in the applicable ROFR Offer. The closing of such sale shall take place at the principal office of the Company (or such other location mutually agreeable to the relevant parties). Promptly after such Transferfollowing any Transfer pursuant to this Section 3.5, the Transferring Restricted Stockholder Proposed Transferor shall notify provide written notice to the Company, which in turn shall promptly notify all the Investors, Company and MCEL of the consummation thereof and shall furnish such evidence terms thereof. If the Proposed Transferor has not consummated the Transfer of the completion and time of completion all of the Transfer and of Shares within such ninety (90) day period, the terms thereof as Transfer Shares may reasonably not be requested Transferred by a Preferred Majority. Prior to the effectiveness of any Transfer to a Buyer hereunder, such Buyer shall have entered into a Joinder Agreement Proposed Transferor without again complying with this Article III in substantially the form attached hereto as Exhibit A, and such Buyer shall have all the rights and obligations hereunder as if such Buyer were a Restricted Stockholderits entirety. If the Transferring Restricted Stockholder’s sale Proposed Transferor determines at any time within such ninety (90) day period that the Transfer of all or any part of such Transfer Shares at a price and on terms permitted by this Article III is impractical, such Proposed Transferor may terminate all attempts to a Buyer is not consummated Transfer such Transfer Shares and recommence the procedures of this Article III in accordance with the terms of the Transaction Offer on or before sixty (60) calendar days after the latest of: (i) their entirety without waiting for the expiration of such ninety (90) day period by delivering written notice of such decision to the Company Option Period, (ii) the expiration of the Investor Option Period, (iii) the expiration of the Co-Sale Election Period set forth in Section 3.4 below, if applicable, and (iv) the satisfaction of all governmental approval or filing requirements, the Transaction Offer shall be deemed to lapse, and any Transfers of Shares pursuant to such Transaction Offer shall be in violation of the provisions of this Agreement unless the Transferring Restricted Stockholder sends a new Offer Notice and once again complies with the provisions of this Section 3.3 with respect to such Transaction OfferCompany.

Sale to Third Party. In Any Interests owned by the event Initiating Partner that are the subject of the Tag Sale Notice and that the Company and the Investors do not elect Initiating Partner desires to exercise the rights to purchase under Transfer following compliance with this Section 3.3 with respect to all of 9.3 may be sold only during the Shares proposed to be sold, the Transferring Restricted Stockholder may sell all such Shares period specified in Section 9.3(d) and only on terms no more favorable to the Buyer on the terms and conditions set forth Initiating Partner than those contained in the Offer Tag Sale Notice, subject to the provisions of Section 3.4. Promptly after such Transfer, the Transferring Restricted Stockholder Initiating Partner shall notify the CompanyGeneral Partner, which in turn shall promptly notify all the Investorseach Class A Partner, of the consummation thereof and shall furnish such evidence of the completion and time of completion of the Transfer and of the terms thereof as may reasonably be requested by a Preferred Majoritysuch Partner. Prior to the effectiveness of any Transfer to in a Buyer hereunderTag Sale under this Section 9.3, the purchaser in such Buyer Tag Sale shall have entered into a Joinder Agreement in substantially for purposes of making such purchaser a party hereto binding such purchaser and subject to all of the form attached hereto as Exhibit Aterms and conditions hereof, and admitting such Buyer shall have all purchaser as a Partner to the rights and obligations hereunder as if such Buyer were a Restricted StockholderPartnership. If In the Transferring Restricted Stockholder’s sale to a Buyer event that the Tag Sale is not consummated in accordance with within the terms period required by Section 9.3(d) or the purchaser fails timely to remit to the Tagging Partners their portion of the Transaction Offer on or before sixty (60) calendar days after the latest of: (i) the expiration sale proceeds, any Transfer of the Company Option Period, (ii) the expiration of the Investor Option Period, (iii) the expiration of the Co-Sale Election Period set forth in Section 3.4 below, if applicable, and (iv) the satisfaction of all governmental approval or filing requirements, the Transaction Offer shall be deemed to lapse, and any Transfers of Shares Interests pursuant to such Transaction Offer Tag Sale shall be in violation of the provisions of this Agreement unless the Transferring Restricted Stockholder Initiating Partner sends a new Offer Tag Sale Notice and once again complies with the provisions of this Section 3.3 ARTICLE IX with respect to such Transaction OfferTag Sale.