EXERCISE THE TAG-ALONG RIGHT WITH RESPECT TO THE TRANSACTION
DESCRIBED IN THE TAG-ALONG OFFER NOTICE.
(D)
UPON DELIVERY OF A TAG-ALONG NOTICE, EACH PARTICIPATING TAG-ALONG PARTY
SHALL BE OBLIGATED TO SELL TO THE TAG-ALONG TRANSFEREE THE NUMBER OF SECURITIES
SET FORTH IN ITS TAG-ALONG NOTICE (BUT NOT TO EXCEED THE NUMBER DETERMINED IN
ACCORDANCE WITH SUBPARAGRAPH (A) OF THIS SECTION 2.4) SUBJECT TO THE TAG-ALONG
TRANSFER TERMS (INCLUDING THE SAME
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representations, indemnities and the like made by the Tag-Along Transferor).
Notwithstanding the foregoing, no participating Tag-Along Party shall be
required to provide indemnification to the Tag-Along Transferee (i) other than
on a several (and not joint and several) basis and (ii) in excess of the
proceeds actually received by such participating Tag-Along Party.
The Tag-Along
Transferor and each of the Tag-Along Parties shall bear their own costs and
expenses related to the Tag-Along Transfer.
(E)
THE TAG-ALONG PARTIES ELECTING TO PARTICIPATE IN THE SALE OF SECURITIES TO
THE TAG-ALONG TRANSFEREE (AND EACH OF THEM) SHALL EXECUTE AND DELIVER TO
HOLDINGS WITHIN FIFTEEN (15) BUSINESS DAYS AFTER DELIVERY TO SUCH TAG-ALONG
PARTIES FOR SUCH EXECUTION, ALL DOCUMENTS REQUIRED TO BE EXECUTED BY EACH SUCH
TAG-ALONG PARTY IN ORDER TO CONSUMMATE THE SALE, SUBJECT TO THE LIMITATIONS ON
LIABILITY CONTAINED IN SECTION 2.4(D) ABOVE.
(F)
IN THE EVENT THAT THE TAG-ALONG TRANSFER TERMS ARE AT ANY TIME CHANGED IN
ANY MATERIAL RESPECT (INCLUDING ANY DECREASE IN THE APPLICABLE PURCHASE PRICE)
PRIOR TO THE CONSUMMATION OF THE TAG-ALONG TRANSFER, THE TAG-ALONG TRANSFEROR
SHALL NOTIFY EACH OF THE TAG-ALONG PARTIES, AND EACH OF THE TAG-ALONG PARTIES
SHALL HAVE THE RIGHT, EXERCISABLE AT ANY TIME WITHIN FIVE (5) DAYS FOLLOWING
DELIVERY THEREOF, TO WITHDRAW ITS PARTICIPATION IN THE TAG-ALONG-TRANSFER BY SO
NOTIFYING THE TAG-ALONG TRANSFEROR AND HOLDINGS.
(G)
TO THE EXTENT THAT THE TAG-ALONG PARTIES (OR ANY OF THEM) ELECT NOT TO
PARTICIPATE IN THE TRANSFER DESCRIBED IN THE TAG-ALONG OFFER NOTICE, THE
TAG-ALONG TRANSFEROR SHALL HAVE THE RIGHT AT ANY TIME WITHIN NINETY (90) DAYS
FOLLOWING THE TAG-ALONG NOTICE DEADLINE TO TRANSFER ALL OR SUBSTANTIALLY ALL OF
THE SECURITIES PROPOSED TO BE TRANSFERRED, AS SET FORTH IN THE TAG-ALONG
TRANSFER NOTICE (AND THAT ARE NOT BEING SOLD BY PARTICIPATING TAG-ALONG PARTIES)
TO THE TAG-ALONG TRANSFEREE; PROVIDED THAT THE TERMS OF THE TRANSFER, TAKEN AS A
WHOLE, ARE SUBSTANTIALLY SIMILAR TO THOSE SET FORTH IN THE TAG-ALONG NOTICE.
(H)
AT THE CLOSING OF THE TRANSFER OF SECURITIES TO A TAG-ALONG TRANSFEREE (OF
WHICH THE TAG-ALONG TRANSFEROR SHALL GIVE EACH PARTICIPATING TAG-ALONG PARTY AT
LEAST FIVE (5) DAYS' PRIOR WRITTEN NOTICE), THE TAG-ALONG TRANSFEREE SHALL REMIT
TO HOLDINGS THE CONSIDERATION FOR THE TOTAL SALES PRICE OF SECURITIES OF SUCH
PARTIES SOLD PURSUANT HERETO, AGAINST DELIVERY BY SUCH PARTIES OF SUCH EVIDENCE
OF OWNERSHIP OF SUCH PARTIES' SECURITIES AS MAY BE REQUESTED BY THE TAG-ALONG
TRANSFEREE, AND THE COMPLIANCE BY SUCH PARTIES WITH ANY OTHER CONDITIONS TO
CLOSING GENERALLY APPLICABLE TO THE TAG-ALONG TRANSFEROR AND ALL PARTICIPATING
TAG-ALONG PARTIES.
HOLDINGS SHALL, AS SOON AS PRACTICABLE