AND CANCELLATION PAYMENT IN THE MANNER DESCRIBED ABOVE; AND (C) THE REPURCHASE
OF RESTRICTED SHARES AND/OR CANCELLATION OF EMPLOYEE OPTIONS SHALL OCCUR ON A
DATE SPECIFIED BY THE COMPANY WITHIN 10 DAYS FOLLOWING THE DETERMINATION OF SUCH
FAIR MARKET VALUE.
SECTION 3.
DRAG-ALONG.
(A)
WITHOUT LIMITING ANY RIGHTS GRANTED UNDER
THE AMC STOCKHOLDERS AGREEMENT, AT ANY TIME PRIOR TO THE IPO DATE, INVESTORS
(WHICH FOR PURPOSES OF THIS SECTION 3 SHALL INCLUDE ANY PERMITTED TRANSFEREE OF
ANY INVESTOR) CONSTITUTING A REQUISITE STOCKHOLDER MAJORITY (COLLECTIVELY, THE
"DRAG-ALONG SELLERS") MAY REQUIRE EACH MANAGEMENT STOCKHOLDER TO INCLUDE
RESTRICTED SHARES (INCLUDING RESTRICTED SHARES ISSUABLE UPON EXERCISE OF VESTED
OPTIONS HELD BY
6
SUCH MANAGEMENT STOCKHOLDER AND INCLUDING RESTRICTED SHARES ISSUABLE UPON
EXERCISE OF EMPLOYEE OPTIONS THAT VEST AS A RESULT OF THE CONSUMMATION OF THE
EXIT SALE) IN ANY COMPANY SALE PURSUANT TO WHICH THE DRAG-ALONG SELLERS ARE
TRANSFERRING AT LEAST 90% OF THE SHARES THEN HELD BY THE DRAG-ALONG SELLERS FOR
CONSIDERATION CONSISTING OF CASH AND CASH EQUIVALENTS (AN "EXIT SALE") TO AN
INDEPENDENT THIRD PARTY (A "DRAG-ALONG TRANSFEREE") IN A BONA FIDE ARM'S LENGTH
TRANSACTION OR SERIES OF TRANSACTIONS (INCLUDING PURSUANT TO A STOCK SALE, ASSET
SALE, RECAPITALIZATION, TENDER OFFER, MERGER OR OTHER BUSINESS COMBINATION
TRANSACTION OR OTHERWISE) AT THE PURCHASE PRICE AND UPON THE TERMS AND SUBJECT
TO THE CONDITIONS OF THE EXIT SALE (ALL OF WHICH SHALL BE SET FORTH IN THE
DRAG-ALONG NOTICE).
IN CONNECTION WITH AN EXIT SALE, THE COMPANY MAY ALSO
REQUIRE EACH MANAGEMENT STOCKHOLDER TO PROVIDE HIS, HER OR ITS WRITTEN CONSENT
APPROVING THE EXIT SALE WITH RESPECT TO ALL SHARES OWNED BY SUCH MANAGEMENT
STOCKHOLDER, AS NECESSARY OR DESIRABLE TO AUTHORIZE, APPROVE AND ADOPT THE EXIT
SALE.
IN THE EVENT THAT A SALE IS PROPOSED PURSUANT TO THIS SECTION 3(A), ALL
OUTSTANDING PROPOSALS TO TRANSFER RESTRICTED SHARES SHALL IMMEDIATELY BE
WITHDRAWN AND NO TRANSFER OF RESTRICTED SHARES SHALL BE CONSUMMATED UNTIL THE
EXPIRATION OF THE TIME PERIOD PROVIDED FOR IN SECTION 3(D).
THE CONSUMMATION OF
AN EXIT SALE BY THE DRAG-ALONG SELLERS SHALL BE SUBJECT TO THE SOLE DISCRETION
OF THE DRAG-ALONG SELLERS, WHO SHALL HAVE NO LIABILITY OR OBLIGATION WHATSOEVER
(OTHER THAN COMPLIANCE WITH THIS SECTION 3) TO ANY MANAGEMENT STOCKHOLDER
PARTICIPATING THEREIN IN CONNECTION WITH SUCH MANAGEMENT STOCKHOLDER'S TRANSFER
OF SHARES.
(B)
THE RIGHTS SET FORTH IN SECTION 3(A) SHALL
BE EXERCISED BY THE DRAG-ALONG SELLERS GIVING WRITTEN NOTICE (THE "DRAG-ALONG
NOTICE") TO THE COMPANY, AT LEAST TEN (10) BUSINESS DAYS PRIOR TO THE DATE ON
WHICH THE DRAG-ALONG SELLERS EXPECT TO CONSUMMATE THE EXIT SALE.
IN THE EVENT
THAT THE TERMS AND/OR CONDITIONS SET FORTH IN THE DRAG-ALONG NOTICE ARE
THEREAFTER AMENDED IN ANY MATERIAL RESPECT, THE DRAG-ALONG SELLERS SHALL GIVE
WRITTEN NOTICE (AN "AMENDED DRAG-ALONG NOTICE") OF THE AMENDED TERMS AND
CONDITIONS OF THE PROPOSED TRANSFER TO THE COMPANY.
EACH DRAG-ALONG NOTICE AND
AMENDED DRAG-ALONG NOTICE SHALL SET FORTH: (I) THE NAME OF THE EXIT SALE
TRANSFEREE AND THE NUMBER OF SHARES OF COMMON STOCK PROPOSED TO BE PURCHASED BY