SUCH
SECURITIES WHERE SUCH REGISTRATION OR QUALIFICATION IS NOT OTHERWISE REQUIRED
FOR THE SALE BY THE PROSPECTIVE SELLING STOCKHOLDER(S) OR (B) THE PROVISION TO
ANY TAG ALONG SELLER OR DRAG ALONG SELLER OF ANY SPECIFIED INFORMATION REGARDING
THE COMPANY OR ANY OF ITS SUBSIDIARIES, SUCH SECURITIES OR THE ISSUER THEREOF
THAT IS NOT OTHERWISE REQUIRED TO BE PROVIDED FOR THE SALE BY THE PROSPECTIVE
SELLING STOCKHOLDER(S), THEN SUCH PARTICIPATING SELLER SHALL NOT HAVE THE RIGHT
TO SELL SHARES IN SUCH PROPOSED SALE.
IN SUCH EVENT, THE PROSPECTIVE
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SELLING STOCKHOLDER(S) SHALL (I) IN THE CASE OF A SALE PURSUANT TO SECTION 4.1,
HAVE THE RIGHT, BUT NOT THE OBLIGATION, AND (II) IN THE CASE OF A SALE PURSUANT
TO SECTION 4.2, HAVE THE OBLIGATION TO CAUSE TO BE PAID TO SUCH PARTICIPATING
SELLER IN LIEU THEREOF, AGAINST SURRENDER OF THE SHARES (IN ACCORDANCE WITH
SECTION 4.3.6 HEREOF) WHICH WOULD HAVE OTHERWISE BEEN SOLD BY SUCH PARTICIPATING
SELLER TO THE PROSPECTIVE BUYER IN THE PROPOSED SALE, AN AMOUNT IN CASH EQUAL TO
THE FAIR MARKET VALUE OF SUCH SHARES AS OF THE DATE SUCH SECURITIES WOULD HAVE
BEEN ISSUED IN EXCHANGE FOR SUCH SHARES.
4.3.2.
FURTHER ASSURANCES.
EACH PARTICIPATING SELLER, WHETHER IN SUCH HOLDER'S
CAPACITY AS A PARTICIPATING SELLER, STOCKHOLDER, OFFICER OR DIRECTOR OF THE
COMPANY (SUBJECT TO SUCH OFFICER'S OR DIRECTOR'S FIDUCIARY DUTY), OR OTHERWISE,
SHALL TAKE OR CAUSE TO BE TAKEN ALL SUCH ACTIONS AS MAY BE NECESSARY OR
REASONABLY DESIRABLE IN ORDER EXPEDITIOUSLY TO CONSUMMATE EACH SALE PURSUANT TO
SECTION 4.1 OR SECTION 4.2 AND ANY RELATED TRANSACTIONS, INCLUDING EXECUTING,
ACKNOWLEDGING AND DELIVERING CONSENTS, ASSIGNMENTS, WAIVERS AND OTHER DOCUMENTS
OR INSTRUMENTS; FURNISHING INFORMATION AND COPIES OF DOCUMENTS; FILING
APPLICATIONS, REPORTS, RETURNS, FILINGS AND OTHER DOCUMENTS OR INSTRUMENTS WITH
GOVERNMENTAL AUTHORITIES; AND OTHERWISE COOPERATING WITH THE PROSPECTIVE SELLING
STOCKHOLDER(S) AND THE PROSPECTIVE BUYER; PROVIDED, HOWEVER, THAT PARTICIPATING
SELLERS SHALL BE OBLIGATED TO BECOME LIABLE IN RESPECT OF ANY REPRESENTATIONS,
WARRANTIES, COVENANTS, INDEMNITIES OR OTHERWISE TO THE PROSPECTIVE BUYER SOLELY
TO THE EXTENT PROVIDED IN THE IMMEDIATELY FOLLOWING SENTENCE.
WITHOUT LIMITING
THE GENERALITY OF THE FOREGOING, EACH PARTICIPATING SELLER AGREES TO EXECUTE AND
DELIVER SUCH AGREEMENTS AS MAY BE REASONABLY SPECIFIED BY THE PROSPECTIVE
SELLING STOCKHOLDER(S) TO WHICH SUCH PROSPECTIVE SELLING STOCKHOLDER(S) WILL
ALSO BE PARTY, INCLUDING AGREEMENTS TO (A) (I) MAKE INDIVIDUAL REPRESENTATIONS,
WARRANTIES, COVENANTS AND OTHER AGREEMENTS AS TO THE UNENCUMBERED TITLE TO ITS
SHARES AND THE POWER, AUTHORITY AND LEGAL RIGHT TO TRANSFER SUCH SHARES AND THE
ABSENCE OF ANY ADVERSE CLAIM WITH RESPECT TO SUCH SHARES AND (II) BE LIABLE AS
TO SUCH REPRESENTATIONS, WARRANTIES, COVENANTS AND OTHER AGREEMENTS, IN EACH
CASE TO THE SAME EXTENT (ON A PRO RATA BASIS) AS THE PROSPECTIVE SELLING
STOCKHOLDER(S), AND (B) IN THE CASE OF A SALE PURSUANT TO SECTIONS 4.1 OR 4.2,
BE LIABLE (WHETHER BY PURCHASE PRICE ADJUSTMENT, INDEMNITY PAYMENTS OR
OTHERWISE) IN RESPECT OF REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS
IN RESPECT OF THE COMPANY AND ITS SUBSIDIARIES; PROVIDED, HOWEVER, THAT THE
AGGREGATE AMOUNT OF LIABILITY