definiens: ), then each Management Tag Along Participant ( as defined below ) shall, subject to the terms and conditions hereof, be entitled to sell to the Corporation and/or the LL C, as applicable, and 34 the Corporation and/or the LLC, as applicable, shall, to the extent requested by Management Tag Along Participants, and subject to applicable law, purchase, at a price per share or unit of Common Security equal to the total a mount being paid to the Selling Significant Securityholder pursuant to the Internal Buy -Out Transaction divided by the total number of shares or units of Common Securities ( calculated assuming conversion of all Preferred Securities ) being sold by the Selli ng Significant Securityholder pursuant to the Internal Buy -Out Transaction, up to : ( a ) 80 % of their total Vested Common Securities, if the Implied Equity Valuation is equal to or greater than $ 780,000,000 ; ( b ) 60 % of their total Vested Common Securities, i f the Implied Equity Valuation is equal to or greater than $ 585,000,000 but less than $ 780,000,000 ; or ( c ) 40 % of their total Vested Common Securities, if the Implied Equity Valuation is less than $ 585,000,000 ; provided, however, that with respect to subcl ause ( c ) above only, if the Selling Significant Securityholder is not TPG, then none of the Management Tag Along Participants shall have any rights in connection with such Internal Buy Out Transaction pursuant to this Section 7.1 . A shall mean an individual who is both an employee of the LLC and who holds Vested Common Securities as of the time of the applicable closing of the sale of Vested Common Securities pursuant to this Section 7