Common use of Tag-Along Right Clause in Contracts

Tag-Along Right. If the Approved Sale Notice indicates that the Majority Holders are not exercising the Drag-Along Right, then Participant may elect to participate in the contemplated Approved Sale by delivering irrevocable written notice to the Majority Holders within fifteen days after delivery of the Approved Sale Notice; provided, however, that, in the event that the Morgans Parties then own any Membership Interests, then, as a condition to Participant’s right to participate in such sale, the Morgans Parties must have similar rights (or must have waived any such rights) to participate in the sale of a proportionate share of their Membership Interests in the Approved Sale (the “Morgans Group Tag Condition”). If Participant elects to participate in the Approved Sale, then he or she will be entitled to sell, on the same terms and conditions specified in the Approved Sale Notice, a portion of his or her Membership Interests represented by Class C Units equal to the proportionate share of Membership Interests being sold by the Majority Holders and all other Members (based upon the total Membership Interests held by the Majority Holders and all other Members at such time). The Majority Holders shall use their commercially reasonable efforts to obtain the agreement of the prospective transferee to the participation of Participant in the contemplated Approved Sale. If, within fifteen days after delivery of the Approved Sale Notice, Participant does not provide the Majority Holders irrevocable notice of its election to participate in the Approved Sale, then the Majority Holders shall be entitled to Transfer to the prospective transferee the amount of Membership Interests specified in the Approved Sale Notice on substantially the same terms and conditions specified therein.

Tag-Along Right. If the Approved Sale Notice indicates that the Majority Holders are not exercising the Drag-Along Right, then Participant may elect to participate in the contemplated Approved Sale by delivering irrevocable either Seller receives a bona fide written notice to the Majority Holders within fifteen days after delivery of the Approved Sale Notice; provided, however, that, in the event that the Morgans Parties then own any Membership Interests, then, as a condition to Participant’s right to participate in such sale, the Morgans Parties must have similar rights (or must have waived any such rights) to participate in the sale of a proportionate share of their Membership Interests in the Approved Sale offer (the “Morgans Group Tag ConditionPurchase Offer”). If Participant ) from a Third Party (the “Purchaser”) to purchase substantially all of Seller’s Subject Interests and Seller elects to participate in accept the Approved SalePurchase Offer, then he Buyer shall have the right, but not the obligation, to cause such Seller (and their permitted assignee(s) or she will be entitled to sellsuccessors, on if any) require that the Purchaser purchase all of Buyer’s Subject Interests and other Assets for the same terms and conditions specified contained in the Approved Sale Notice, a portion Purchase Offer (the “Tag Along Right”). Seller must provide notice of his or her Membership Interests represented by Class C Units equal an accepted Purchase Offer no less than thirty (30) days prior to the proportionate share consummation of Membership the sale to such Purchaser. The Tag Along Notice shall include the name of the Purchaser, the purchase price for the Subject Interests being sold by (the Majority Holders “Purchase Price”), and all other Members (based upon the total Membership Interests held by the Majority Holders and all other Members at such time). The Majority Holders shall use their commercially reasonable efforts to obtain the agreement of the prospective transferee to the participation of Participant in the contemplated Approved Sale. If, within fifteen days after delivery of the Approved Sale Notice, Participant does not provide the Majority Holders irrevocable notice of its election to participate in the Approved Sale, then the Majority Holders shall be entitled to Transfer to the prospective transferee the amount of Membership Interests specified in the Approved Sale Notice on substantially the same material terms and conditions specified thereinof the proposed transaction. Buyer may elect to exercise the Tag Along Right by written notice (the “Tag Along Notice”) delivered to Sellers on or before twenty-five (25) days after receipt of the Tag Along Notice. If Buyer elects to exercise the Tag Along Right, the closing of the sale of the Subject Interests shall occur on or before 60 days after receipt of the Tag Along Notice by Seller. The closing of the Purchaser’s acquisition of Buyer’s Subject Interests and other Assets and Sellers’ Subject Interests shall occur simultaneously and be conditioned upon each other.

Tag-Along Right. If the Approved Sale Trust Members shall, after complying with Section 5.4 of the Operating Agreement, decide to sell (a “Third Party Sale”) all or a portion of their Interests to any third party offeror who is not an affiliate of the Trust Members (“Third Party Offeror”), the Trust Members shall promptly notify (the “Tag Notice”) the Tribune Members in writing of the existence of, and the terms and conditions of, such Third Party Sale. The Tribune Members shall have fifteen (15) days from the receipt of the Tag Notice indicates that (the Majority Holders are not exercising “Demand Period”) to deliver a notice to the Drag-Along Right, then Participant may Trust Members requesting to participate in such Third Party Sale. If the Tribune Members elect to participate in the contemplated Approved Sale by delivering irrevocable written notice to the Majority Holders within fifteen days after delivery such Third Party Sale, each of the Approved Sale Notice; provided, however, that, in Trust Members and the event that the Morgans Parties then own any Membership Interests, then, as a condition to Participant’s right to participate in such sale, the Morgans Parties must have similar rights (or must have waived any such rights) to participate in the sale of a proportionate share of their Membership Interests in the Approved Sale (the “Morgans Group Tag Condition”). If Participant elects to participate in the Approved Sale, then he or she will Tribune Members shall be entitled to sellsell in such Third Party Sale, on at the same price and upon the same terms and conditions specified in the Approved Sale Noticeconditions, a its pro rata portion of his or her Membership Interests represented by Class C Units equal to the proportionate share of Membership Interests being sold by pursuant to the Majority Holders and all other Members (based upon the total Membership Interests held by the Majority Holders and all other Members at such time)Third Party Sale. The Majority Holders Trust Members shall use their commercially reasonable efforts to obtain the agreement of the prospective transferee Third Party Offeror to the participation of Participant the Tribune Members, and shall not, in any event, transfer any Interests to the Third Party Offeror if such Third Party Offeror declines to allow the participation of the Tribune Members on the terms specified herein. If the Demand Period shall expire and the Tribune Members shall not have indicated an interest in participating in the contemplated Approved Third Party Sale. If, the Trust Members may complete the Third Party Sale, within fifteen ninety (90) days after delivery of the Approved Sale Noticeexpiration of the Demand Period, Participant does not provide upon the Majority Holders irrevocable notice of its election terms and subject to participate the conditions set forth in the Approved Sale, then Tag Notice. Each Member selling its Interests pursuant to this Section 2 shall pay its pro rata share of the Majority Holders expenses incurred by the selling Members in connection with such transfer and shall be entitled obligated to Transfer to the prospective transferee the amount of Membership Interests specified join on a pro rata basis in the Approved Sale Notice on substantially indemnification or other obligations that that selling Members agree to provide in connection with such transfer (other than any such obligations that relate specifically to a particular Member, such as indemnification with respect to representations and warranties given by a Member regarding such Member’s title to and ownership of the same terms and conditions specified thereinInterests). The rights of the Tribune Members granted under this Section 2 shall expire at the end of the Put Period.

Tag-Along Right. If At least twenty-one (21) days prior to any transfer of all or a portion of the Approved Membership Interests by REIT LP to an unaffiliated third party for value (“Transfer”), REIT LP will deliver written notice (the “Sale Notice indicates that Notice”) to the Majority Holders are not exercising Company and the Drag-Along Rightother Members, then Participant specifying the material terms and conditions of the Transfer. Any Member (“Potential Participating Member”) may elect to participate in the contemplated Approved Sale Transfer on a ratable basis by delivering irrevocable written notice (a “Tag-Along Notice”) to the Majority Holders REIT LP within fifteen ten (10) days after delivery of the Approved Sale Notice; provided. If no Tag-Along Notice is received by REIT LP within such ten (10) day period, however, that, in none of the event that Potential Participating Members shall have the Morgans Parties then own any Membership Interests, then, as a condition to Participant’s right to participate in such salethe Transfer, and REIT LP shall have the Morgans Parties must have similar rights (or must have waived right for a 180-day period to Transfer up to the number of Membership Interests stated in the Sale Notice, on terms and conditions that in the aggregate are not materially more favorable to REIT LP than those stated in the Sale Notice, provided that variations in the sales price of up to but no more than 10% of the sales price set forth in the Sale Notice shall be permitted without being considered materially more favorable to REIT LP. If any such rights) of the Potential Participating Members has validly elected to participate in the sale such Transfer (such Potential Participating Members, “Participating Member”), then REIT LP may, at its option, by providing written notice (“ROFR Notice”) to each such Potential Participating Member within ten (10) business days after REIT LP’s receipt of a proportionate share of their Membership Interests in the Approved Sale each such Tag-Along Notice, elect (hereinafter referred to as the “Morgans Group Tag ConditionRight of First Refusal”). If Participant elects ) to participate in the Approved Sale, then he or she will be entitled to sell, purchase each such Potential Participating Member’s interests on the same terms and conditions specified as those set forth in the Approved Sale Notice. If REIT LP exercises its Right of First Refusal, a portion of his or her Membership Interests represented by Class C Units equal to the proportionate share of Membership Interests being sold by the Majority Holders and all other Members then REIT LP shall purchase such interests within thirty (based upon the total Membership Interests held by the Majority Holders and all other Members at such time). The Majority Holders shall use their commercially reasonable efforts to obtain the agreement of the prospective transferee to the participation of Participant in the contemplated Approved Sale. If, within fifteen 30) days after delivery of the Approved ROFR Notice. If REIT LP does not exercise its Right of First Refusal, or fails to purchase such interests within the aforementioned thirty (30) day period, then the parties shall proceed with the Transfer set forth in the Sale Notice. Accordingly, Participant does not provide each of REIT LP and such Participating Members will be entitled to sell in the Majority Holders irrevocable notice contemplated Transfer, on the same terms, a number of Membership Interests equal to the product of (A) the quotient determined by dividing the number of Membership Interests owned by such Person by the aggregate number of Membership Interests owned by the REIT LP and the Participating Members and (B) the number of Membership Interests to be sold in the contemplated Transfer. Notwithstanding anything to the contrary above, in the event REIT LP seeks to transfer any portion of its election Membership Interests so that, after making such transfer REIT LP would effectively own less than 51% of the ownership interests of the Company, the Potential Participating Member may elect to participate in the Approved Sale, then the Majority Holders shall be entitled to contemplated Transfer to the prospective transferee the amount by including all of its Membership Interests specified in such Transfer, and REIT LP shall revise its participation in the Approved Sale Notice on substantially the same terms and conditions specified thereincontemplated Transfer accordingly.

Tag-Along Right. If the Approved Sale Notice indicates that the Majority Holders are not exercising the Drag-Along Right, then Participant may elect to participate in the contemplated Approved Sale by delivering irrevocable written notice Notwithstanding anything to the Majority Holders within fifteen days after delivery of the Approved Sale Notice; provided, however, thatcontrary contained in this Agreement, in the event the Xxxxxx Member receives an Offer from any Person or Persons to purchase from the Xxxxxx Member all or a majority of the Class A Units in the Company owned by the Xxxxxx Member, or a number of the voting interests in the Xxxxxx Member that would result in a Person not a Xxxxxx Related Party (or its Permitted Transferees) being in Control of the Morgans Parties then own Xxxxxx Member, and the Xxxxxx Member or the holders of the affected voting interests in the Xxxxxx Member intend to accept such offer, the Xxxxxx Member shall be obligated to send a written notice (the “Intent to Accept Notice”) to the Founding Members and their Permitted Transferees specifying the name of the purchaser, the consideration payable per Class A Unit (or the deemed consideration payable per Class A Unit in the case of a sale of voting interests in the Xxxxxx Member), a summary of the material terms of such proposed purchase, and the intent of the Xxxxxx Member (or the holders of affected voting interests in the Xxxxxx Member) to accept such offer. If any Membership Interests, then, as a condition to Participant’s right of the Founding Member wishes to participate in such salesale alongside the Xxxxxx Member or the sellers of interests in the Xxxxxx Member, the Morgans Parties must have similar rights (or must have waived any such rights) Founding Member wishing to participate in must notify the sale Xxxxxx Member within 15 days of a proportionate share of their Membership Interests in receiving the Approved Sale Intent to Accept Notice (the “Morgans Group Tag ConditionAcceptance Notice”). Failure to provide such notice within such 15-day period shall be deemed to be a Founding Member’s election not to participate. If Participant elects the Xxxxxx Member receives a Tag Acceptance Notice from any Founding Member (each, an “Electing Member”), the Xxxxxx Member shall take such actions as are required to participate enable such electing member to sell in such transaction the Approved Sale, then he same proportion of its Class A Units as the Xxxxxx Member sells (or she will be entitled is deemed to sell, have sold) on the same terms and conditions specified in the Approved Sale Notice, a portion of his or her Membership Interests represented by Class C Units equal as apply to the proportionate Xxxxxx Member. The Xxxxxx Member (or sellers of the Xxxxxx Member) and the Electing Members shall bear their pro rata share of Membership Interests being sold by the Majority Holders transaction fees and all other Members (based upon the total Membership Interests held by the Majority Holders and all other Members at expense arising from such time). The Majority Holders shall use their commercially reasonable efforts to obtain the agreement of the prospective transferee to the participation of Participant in the contemplated Approved Sale. If, within fifteen days after delivery of the Approved Sale Notice, Participant does not provide the Majority Holders irrevocable notice of its election to participate in the Approved Sale, then the Majority Holders shall be entitled to Transfer to the prospective transferee the amount of Membership Interests specified in the Approved Sale Notice on substantially the same terms and conditions specified thereinsale.

Tag-Along Right. If In the Approved Sale Notice indicates event that a Proposed Seller, with due observance of the Right of First Refusal pursuant to which, however, the Offered Shares are not purchased by the Offerees, wishes to transfer the Offered Shares to the Proposed Purchaser, each of the holders of Preferred Shares (the “P-Shareholders”) shall have the right to require the Proposed Purchaser to purchase from it a proportionate number of Shares (the ‘‘Tag-along Right”), and the Proposed Seller shall ensure that the Majority Holders are not exercising Proposed Purchaser shall be prepared to buy a proportionate number of Shares from such P-Shareholders, at the Drag-Along Right, then Participant may elect to participate price and on the other terms and conditions set out in the contemplated Approved Sale by delivering irrevocable written notice to the Majority Holders within fifteen days after delivery of the Approved Sale Notice; , provided, however, that, in the event that the Morgans Parties then own any Membership Interests, then, as a condition to Participant’s P-Shareholders shall have the right to participate in such sale, the Morgans Parties must have similar rights (or must have waived convert any such rights) to participate in the sale of a proportionate share of their Membership Interests Class B Shares, Class A Shares and/or Class O Shares into Common Shares prior to transferring their Shares to the Proposed Purchaser, and provided further that the number of Shares to be sold by the Proposed Seller and each of the P-Shareholders exercising the Tag-along Right shall be proportionate to the equity investment into the Company by each of such Parties. The price and terms and conditions of such sale shall be identical in every respect and no further agreements, arrangements or understandings of any nature (for example “kick-back arrangements”) shall be made between the Approved Sale Proposed Purchaser and the Proposed Seller. If a P-Shareholder wishes to exercise its Tag-along Right, it shall serve on the Proposed Seller and the Proposed Purchaser a written notice (the “Morgans Group Tag ConditionTag-along Notice”)) within ten (10) business days from the date that the Right of First Refusal has been fully observed. If Participant elects a P-Shareholder has served an Exercise Notice or has failed to participate in the Approved Saleserve its Tag-along Notice within said ten (10) business days’ period, then he or she will be entitled to sell, on the same terms and conditions specified in the Approved Sale Notice, a portion of his or her Membership Interests represented by Class C Units equal to the proportionate share of Membership Interests being sold by the Majority Holders and all other Members (based upon the total Membership Interests held by the Majority Holders and all other Members at such time). The Majority Holders shall use their commercially reasonable efforts to obtain the agreement of the prospective transferee to the participation of Participant in the contemplated Approved Sale. If, within fifteen days after delivery of the Approved Sale Notice, Participant does not provide the Majority Holders irrevocable notice of its election to participate in the Approved Sale, then the Majority Holders it shall be entitled deemed to Transfer to the prospective transferee the amount of Membership Interests specified in the Approved Sale Notice on substantially the same terms and conditions specified thereinhave waived its Tag-along Right.

Tag-Along Right. (a) If any MDP Stockholder (for the Approved Sale Notice indicates that purposes of this Section 6, the Majority Holders “Section 6 Selling Stockholder”) proposes to Transfer any shares of Covered Stock then held by such Section 6 Selling Stockholder (each, a “Section 6 Transaction”), to one or more Persons who are not exercising Affiliates of such Section 6 Selling Stockholder, then, each Non-U.S. Situs Pritzker Stockholder (each, an “Electing Stockholder”) shall have the Drag-Along Right, then Participant may elect right to participate in require the contemplated Approved Sale by delivering irrevocable written notice proposed purchaser to purchase up to the Majority Holders within fifteen days after delivery same number of the Approved Sale NoticeElecting Stockholder’s shares of Covered Stock representing such Electing Stockholder’s Section 6 Percentage Interest, on the same terms, conditions and equivalent type and amount of consideration payable per share of Covered Stock as such Section 6 Selling Stockholders. The shares of Covered Stock being purchased from the Section 6 Selling Stockholder and the Electing Stockholders will be reduced on a pro rata basis if the proposed purchaser will not purchase all the shares of Covered Stock being offered; provided, however, thatthat if the proposed purchaser will not purchase all the shares of Covered Stock being offered, in at the event that election of the Morgans Parties then own any Membership Interests, then, as a condition to Participant’s right to participate in such saleElecting Stockholders, the Morgans Parties must have similar rights (or must have waived any such rights) to participate in the sale of a proportionate share of their Membership Interests in the Approved Sale (the “Morgans Group Tag Condition”). If Participant elects to participate in the Approved Sale, then he or she will Section 6 Selling Stockholders shall be entitled to sell, purchase any shares of Covered Stock that the proposed purchaser has not agreed to purchase from the Electing Stockholders on the same terms and conditions specified and for the same consideration as shares of Covered Stock being purchased by the proposed purchaser. In the event that an Electing Stockholder exercises its rights pursuant to this Section 6, (i) no Electing Stockholder will be obligated to pay more than its pro rata share of transaction expenses incurred (based on the proportion of the aggregate transaction consideration received) in the Approved Sale Notice, a portion of his or her Membership Interests represented by Class C Units equal connection with such Section 6 Transaction to the proportionate share extent that such expenses are incurred for the benefit of Membership Interests being sold all stockholders and are not otherwise paid by the Majority Holders and Company or the proposed purchaser (expenses incurred by or on behalf of a stockholder for its sole benefit not being considered expenses incurred for the benefit of all other Members stockholders), (based upon ii) any Electing Stockholder Transferring Covered Stock pursuant to the total Membership Interests held Section 6 Transaction shall make all representations or warranties in connection with such Transfer as made by the Majority Holders Section 6 Selling Stockholder, and all other Members at such time). The Majority Holders shall use their commercially reasonable efforts to obtain the agreement of the prospective transferee (iii) subject to the participation of Participant preceding clause (ii), any indemnifications provided by the Electing Stockholders will be on a several and not a joint basis with the Section 6 Selling Stockholders participating in the contemplated Approved Sale. If, within fifteen days after delivery of the Approved Sale Notice, Participant does not provide the Majority Holders irrevocable notice of its election to participate in the Approved Sale, then the Majority Holders shall be entitled to Transfer such transaction (other than to the prospective transferee the amount of Membership Interests specified in the Approved Sale Notice on substantially the same terms and conditions specified thereinextent secured by an escrow fund or other similar mechanism).

Tag-Along Right. If the Approved Sale Notice indicates that the Majority Holders are not exercising the DragIn connection with any proposed Tag-Along RightSale, then Participant may elect --------------- the Investor proposing such sale (the "Selling Investor") shall afford to participate in the contemplated Approved Sale by delivering irrevocable written notice to the Majority Holders within fifteen days after delivery each of the Approved Sale Notice; provided, however, that, in other Investors (the event that "Other Investors") the Morgans Parties then own any Membership Interests, then, as a condition to Participant’s right opportunity to participate in such sale, the Morgans Parties must have similar rights (or must have waived any such rights) to participate in the sale of a proportionate share of their Membership Interests in the Approved Sale (the “Morgans Group Tag Condition”). If Participant elects to participate in the Approved Sale, then he or she will be entitled to sell, on the same terms and conditions specified in as the Approved Sale NoticeSelling Investor, and on a portion of his or her Membership Interests represented by Class C Units equal to the proportionate share of Membership Interests being sold by the Majority Holders and all other Members (pro rata basis. Pro-rata basis shall be determined based upon the total Membership Interests number of Conversion Shares then held and shares of Common Stock issuable upon conversion of Preferred Shares then held by the Majority Holders Selling Investor and all other Members at Other Investors that are participating in such timesale. In any such transaction, Other Investors shall, to the extent practicable, transfer Preferred Shares if the Selling Investor is transferring Preferred Shares and Conversion Shares if the Selling Investor is transferring Conversion Shares (or in a proportional combination if the Selling Investor is selling both); provided that to the extent that a participating Other Investor does not hold a sufficient number of Preferred Shares to fully participate in such transaction, such Other Investor shall be permitted to deliver instead the number of Conversion Shares into which the Preferred Shares it would have been entitled to deliver are convertible. The Majority Holders In addition, Other Investors shall, to the extent possible, transfer Series A Preferred Shares if the Selling Investor is transferring Series A Preferred Shares and Series B Preferred Shares if the Selling Investor is transferring Series B Preferred Shares; provided that a participating Other Investor shall use their commercially reasonable efforts be permitted to obtain the agreement deliver Preferred Shares of the prospective transferee other Series to the participation extent such Other Investor does not hold any or a sufficient number of Participant in the contemplated Approved Sale. If, within fifteen days after delivery Preferred Shares of the Approved Sale Notice, Participant does not provide Series being transferred by the Majority Holders irrevocable notice of its election Selling Investor to participate or fully participate in such transaction otherwise. If Preferred Shares of the Approved Saleother Series are transferred, the number of Preferred Shares of the other Series to be transferred shall be determined on an as-converted to Conversion Shares basis. For example, if the conversion prices of the Series A Preferred Shares and the Series B Preferred Shares were $8.00 and $6.00, respectively, then the Majority Holders shall 48 Series A Preferred Shares would be entitled treated as equivalent to Transfer to the prospective transferee the amount of Membership Interests specified in the Approved Sale Notice on substantially the same terms and conditions specified therein36 Series B Preferred Shares, because each would be convertible into 6,000 Conversion Shares.

Tag-Along Right. If As an alternative to the Approved Sale Notice indicates Right of First Refusal, upon receipt of a Transfer Notice, the Notified Interestholder shall have the right to require, prior to the Disposing Interestholder’s Disposition of its Interests to the prospective acquirer, that the Majority Holders are not exercising Disposing Interestholder must cause the Drag-Along Right, then Participant may elect prospective acquirer to participate in the contemplated Approved Sale by delivering irrevocable written notice to the Majority Holders within fifteen days after delivery purchase all of the Approved Sale Notice; providedInterests of the Notified Interestholder, however, that, in at the event that the Morgans Parties then own any Membership Interests, then, as a condition to Participant’s right to participate in such sale, the Morgans Parties must have similar rights (or must have waived any such rights) to participate in the sale of a proportionate share of their Membership Interests in the Approved Sale (the “Morgans Group Tag Condition”). If Participant elects to participate in the Approved Sale, then he or she will be entitled to sell, same price and on the same terms and conditions as the prospective acquirer has offered to purchase the Interests of the Disposing Interestholder (the “Tag Along Right”). If the Notified Interestholder exercises its Tag Along Right, the Disposing Interestholder must cause the prospective acquirer to purchase all of the Interests of both the Disposing Interestholder and the Notified Interestholder or the Disposing Interestholder may not sell its Interests to the prospective acquirer. If the Tag Along Right is exercised in accordance with Section 7.2(a) and the prospective acquirer is willing to purchase the Interests of both the Disposing Interestholder and the Notified Interestholder, the closing of such purchase (the “Tag Along Closing”) shall occur at the offices of Xxxxx y Cia. Ltda. in Santiago, Chile, on a date mutually agreeable to the prospective acquirer, the Disposing Interestholder and the Notified Interestholder. At the Tag Along Closing: (i) each of the Interestholders shall concurrently execute and deliver to the prospective acquirer (A) an Assignment of all of its respective Interests, in form and substance reasonably acceptable to the prospective acquirer, and (B) any other instruments reasonably requested by the prospective acquirer to give effect to the purchase; and (ii) the prospective acquirer shall deliver to each of the Interestholders an amount equal to the price specified in the Approved Sale NoticeTransfer Notice in immediately available funds. In the event that either Interestholder refuses to execute such an Assignment following the other Interestholder’s compliance with the procedures set forth in Section 7.2(a) and (c), a portion the Interestholder refusing to execute such an Assignment shall be in material breach of his or her Membership Interests represented by Class C Units equal to this Agreement, and the proportionate share of Membership Interests being sold by the Majority Holders and all other Members (based upon the total Membership Interests held by the Majority Holders and all other Members at such time). The Majority Holders shall use their commercially reasonable efforts to obtain the agreement of the prospective transferee to the participation of Participant in the contemplated Approved Sale. If, within fifteen days after delivery of the Approved Sale Notice, Participant does not provide the Majority Holders irrevocable notice of its election to participate in the Approved Sale, then the Majority Holders Interestholder shall be entitled to Transfer obtain an order compelling the refusing Interestholder to execute and deliver such an Assignment pursuant to the prospective transferee the amount of Membership Interests specified dispute resolution procedures set forth in the Approved Sale Notice on substantially the same terms and conditions specified thereinSection 10.1.