MANAGEMENT STOCKHOLDER SHALL BE REQUIRED TO
ENTER INTO ANY NON-COMPETITION AGREEMENT.
EACH MANAGEMENT STOCKHOLDER SHALL BE
REQUIRED TO ENTER INTO ANY INSTRUMENT, UNDERTAKING OR OBLIGATION NECESSARY OR
REASONABLY REQUESTED AND DELIVER ALL DOCUMENTS NECESSARY OR REASONABLY REQUESTED
IN CONNECTION WITH SUCH SALE (AS SPECIFIED IN THE DRAG-ALONG NOTICE) IN
CONNECTION WITH THIS SECTION 3.
(D)
IF AT THE END OF THE 90TH DAY AFTER THE
COMPANY'S RECEIPT OF THE DRAG-ALONG NOTICE, THE DRAG-ALONG SELLERS HAVE NOT
COMPLETED THE PROPOSED TRANSFER, THE DRAG-ALONG NOTICE SHALL BE NULL AND VOID,
AND IT SHALL BE NECESSARY FOR A SEPARATE DRAG-ALONG NOTICE TO BE DELIVERED, AND
THE TERMS AND PROVISIONS OF THIS SECTION 3 SEPARATELY COMPLIED WITH, IN ORDER TO
CONSUMMATE SUCH TRANSFER PURSUANT TO THIS SECTION 3; PROVIDED, THAT SUCH 90 DAY
TIME PERIOD MAY BE EXTENDED AT THE OPTION OF THE DRAG-ALONG SELLERS FOR A
REASONABLE PERIOD OF TIME NOT TO EXCEED AN ADDITIONAL 90 DAYS TO THE EXTENT THAT
THE FAILURE TO COMPLETE THE PROPOSED TRANSFER IS CAUSE BY THE FAILURE TO OBTAIN
THE NECESSARY GOVERNMENTAL APPROVALS.
SECTION 4.
TAG-ALONG RIGHTS.
(A)
SUBJECT TO THE PRIOR EXERCISE OF THE
COMPANY'S CALL RIGHT PURSUANT TO SECTION 2(C), TO THE EXTENT APPLICABLE, AND
SUBJECT TO SECTION 4(C), IF AT ANY TIME (INCLUDING FOR THE AVOIDANCE OF DOUBT,
FOLLOWING THE IPO DATE) AN INVESTOR (WHICH FOR PURPOSES OF THIS SECTION 4 SHALL
INCLUDE ANY PERMITTED TRANSFEREE OF ANY INVESTOR, AND EACH SUCH INVESTOR OR
PERMITTED TRANSFEREE REFERRED TO IN THIS SECTION 4, A "TAG-ALONG SELLER")
PROPOSES TO TRANSFER SHARES HELD BY SUCH TAG-ALONG SELLER TO ANY PERSON OTHER
THAN THE COMPANY OR ANOTHER INVESTOR, WHETHER IN ONE TRANSACTION OR IN A SERIES
OF RELATED TRANSACTIONS, THEN THE COMPANY SHALL GIVE THE MANAGEMENT STOCKHOLDERS
NOTICE (THE "TAG-ALONG NOTICE") OF THEIR OPPORTUNITY TO PARTICIPATE IN A
TAG-ALONG SALE PURSUANT TO THIS SECTION 4 (A "TAG-ALONG SALE").
NOTWITHSTANDING
THE FOREGOING, THE PROVISIONS OF THIS SECTION 4 SHALL ALSO APPLY WHERE THE
TAG-ALONG SELLER IS A PRINCIPAL INVESTOR AND THE TRANSFEREE IS THE COMPANY.
THE
TAG-ALONG NOTICE SHALL BE DELIVERED WITHIN TWO (2) BUSINESS DAYS AFTER THE
EXPIRATION OF THE INVESTOR ELECTION PERIOD OR THE SECOND INVESTOR ELECTION
PERIOD, AS THE CASE MAY BE, EACH AS DEFINED IN THE AMC STOCKHOLDERS AGREEMENT.
EACH
8
MANAGEMENT STOCKHOLDER SHALL HAVE THE RIGHT, EXERCISABLE UPON WRITTEN NOTICE TO
THE TAG-ALONG SELLER WITHIN SEVEN (7) BUSINESS DAYS AFTER THE EXPIRATION OF THE
INVESTOR ELECTION PERIOD OR THE SECOND INVESTOR ELECTION PERIOD, AS THE CASE MAY
BE (THE "TAG-ALONG ELECTION PERIOD"), TO PARTICIPATE IN THE TAG-ALONG SALE TO
ANY PERSON (THE "TAG-ALONG TRANSFEREE") ON THE TERMS AND CONDITIONS APPLICABLE
TO SUCH TRANSFER AND AS SET FORTH IN THE TAG-ALONG NOTICE (SUCH PARTICIPATION
RIGHTS BEING HEREINAFTER REFERRED TO AS "TAG-ALONG RIGHTS").
ANY MANAGEMENT
STOCKHOLDER THAT ELECTS NOT TO EXERCISE TAG-ALONG RIGHTS OR THAT HAS NOT
NOTIFIED THE TAG-ALONG SELLER OF HIS, HER OR ITS INTENT TO EXERCISE TAG-ALONG
RIGHTS WITHIN THE TAG-ALONG ELECTION PERIOD SHALL BE DEEMED TO HAVE ELECTED NOT
TO EXERCISE