INVESTORS AND MANAGEMENT
STOCKHOLDERS EXERCISING TAG-ALONG RIGHTS SHALL DO SO SEVERALLY AND NOT JOINTLY
(AND ON A PRO RATA BASIS IN ACCORDANCE WITH THE SHARES BEING TRANSFERRED BY
EACH), AND THEIR RESPECTIVE POTENTIAL LIABILITY THEREUNDER SHALL NOT EXCEED THE
PROCEEDS RECEIVED.
FURTHERMORE, EACH INVESTOR SHALL ONLY BE REQUIRED TO GIVE
CUSTOMARY REPRESENTATIONS AND WARRANTIES, INCLUDING TITLE TO SHARES CONVEYED,
LEGAL AUTHORITY AND CAPACITY, AND NON-CONTRAVENTION OF OTHER AGREEMENTS TO WHICH
IT IS A PARTY, WITH RESPECT TO WHICH INDEMNIFICATION OR OTHER POST-CLOSING
LIABILITIES SHALL BE SEVERAL AND NOT JOINT (AND ONLY AS TO THE REPRESENTATIONS
AND WARRANTIES GIVEN BY SUCH INVESTOR) AND THEIR RESPECTIVE POTENTIAL LIABILITY
THEREUNDER SHALL NOT EXCEED THE PROCEEDS RECEIVED; PROVIDED, THAT IN CONNECTION
WITH SUCH TRANSACTION NO INVESTOR OR MANAGEMENT STOCKHOLDER SHALL BE REQUIRED TO
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ENTER INTO ANY NON-COMPETITION AGREEMENT.
IF ANY GOVERNMENTAL APPROVAL IS
REQUIRED IN CONNECTION WITH ANY SUCH TRANSFER OF SHARES AND SUCH GOVERNMENTAL
APPROVAL HAS NOT BEEN COMPLETED OR OBTAINED ON OR PRIOR TO THE DATE SCHEDULED
FOR CLOSING, THE CLOSING OF TRANSFER OF SHARES AND MANAGEMENT SHARES SHALL TAKE
PLACE ON THE THIRD BUSINESS DAY AFTER SUCH GOVERNMENTAL APPROVAL HAS BEEN
COMPLETED OR OBTAINED.
EACH PARTICIPATING INVESTOR SHALL BE REQUIRED TO ENTER
INTO ANY INSTRUMENT, UNDERTAKING, OBLIGATION OR MAKE ANY FILING NECESSARY OR
REASONABLY REQUESTED AND DELIVER ALL DOCUMENTS NECESSARY OR REASONABLY REQUESTED
IN CONNECTION WITH SUCH TRANSFER (AS SPECIFIED IN THE TRANSFER NOTICE) AS A
CONDITION TO THE EXERCISE OF SUCH HOLDER'S RIGHTS TO TRANSFER SHARES UNDER THIS
SECTION 4.
(D)
CERTAIN RESTRICTIONS.
NOTWITHSTANDING THE
FOREGOING, NO TAG-ALONG RIGHTS OF ANY INVESTOR OR MANAGEMENT STOCKHOLDER SHALL
APPLY HEREUNDER WITH RESPECT TO ANY TRANSFERS PURSUANT TO (I) ANY PERMITTED
TRANSFER WITHIN THE MEANING OF CLAUSES (II), (III), (IV) OR (V) OF THE
DEFINITION OF PERMITTED TRANSFER, (II) ANY TRANSFER PURSUANT TO A PUBLIC SALE,
(III) ANY EXIT SALE PURSUANT TO SECTION 3 OR (IV) IN THE CASE OF MANAGEMENT
STOCKHOLDERS, PURSUANT TO TRANSFERS IN WHICH THE MANAGEMENT STOCKHOLDERS DO NOT
HAVE TAG ALONG RIGHTS PURSUANT TO SECTION 4 OF THE MANAGEMENT STOCKHOLDERS
AGREEMENT.
(E)
TIME LIMITATION.
IF AT THE END OF THE 90TH DAY
AFTER THE END OF THE INVESTOR ELECTION PERIOD OR THE SECOND INVESTOR ELECTION
PERIOD, AS THE CASE MAY BE, THE TAG-ALONG SELLER HAS NOT COMPLETED THE PROPOSED
TRANSFER, THE TRANSFER NOTICE SHALL BE NULL AND VOID, AND IT SHALL BE NECESSARY
FOR A SEPARATE TRANSFER NOTICE TO BE DELIVERED, AND THE TERMS AND PROVISIONS OF
THIS SECTION 4 SEPARATELY COMPLIED WITH, IN ORDER TO CONSUMMATE SUCH TRANSFER
PURSUANT TO THIS SECTION 4; PROVIDED, THAT SUCH 90 DAY TIME PERIOD MAY BE
EXTENDED AT THE OPTION OF THE TAG-ALONG SELLER FOR A REASONABLE PERIOD OF TIME
NOT TO EXCEED AN ADDITIONAL 90 DAYS TO THE EXTENT THAT THE FAILURE TO COMPLETE
THE PROPOSED TRANSFER HAS RESULTED FROM THE FAILURE TO OBTAIN THE NECESSARY
GOVERNMENTAL APPROVALS WITH RESPECT TO THE TRANSFERS.
(F)
INVESTOR EXPENSES.
THE COMPANY WILL PAY THE
REASONABLE FEES AND EXPENSES OF LEGAL COUNSEL (AND