TO THIS SECTION 2.4 IS NOT CONSUMMATED FOR ANY REASON.
WHETHER TO
EFFECT A PROPOSED SALE OF SHARES OF COMMON STOCK, OR TO TERMINATE ANY SUCH
TRANSACTION PRIOR TO CONSUMMATION, IS IN THE SOLE AND ABSOLUTE DISCRETION OF
SUCH SELLING SHAREHOLDER.
(E)
NO BLACKSTONE ENTITY SHALL AVOID ITS OBLIGATIONS UNDER THIS
SECTION 2.4, OR PERMIT ANY OF ITS AFFILIATES TO TAKE ANY ACTION WHICH, IF TAKEN
BY SUCH BLACKSTONE ENTITY, WOULD BE SUCH AN AVOIDANCE OF ITS OBLIGATIONS, BY
TRANSFERRING TO A NON-AFFILIATE EQUITY INTERESTS IN ANY BLACKSTONE INTERVENING
ENTITY IN AN AMOUNT AND MANNER THAT, IF SUCH TRANSFER WERE OF SHARES OF COMMON
STOCK, WOULD REQUIRE SUCH ENTITY TO COMPLY WITH ITS OBLIGATIONS TO SHAREHOLDERS
PURSUANT TO THIS SECTION 2.4 WITHOUT MAKING APPROPRIATE ACCOMMODATION TO BACI,
BEARING IN MIND THE PROVISIONS OF THIS SECTION 2.4.
2.5
Drag-Along Rights.
(a)
Until the expiration of the Initial Share Holding
Period, if any Shareholder or Shareholders holding at least a majority of the
aggregate outstanding shares of Common Stock (collectively, the "Majority
Shareholders") receive an offer from a Person other than an Affiliate of such
Shareholder or Shareholders (a "Drag-Along
9
Buyer") to purchase or otherwise acquire at least a majority of the aggregate
outstanding shares of Common Stock and the Majority Shareholders propose to
accept such offer, then each other Shareholder (collectively, the "Drag-Along
Shareholders") shall, if requested by the Majority Shareholders in accordance
with this Section 2.5, Transfer to such Drag Along Buyer, subject to
Section 2.5(b), on the terms of the offer to be accepted by the Majority
Shareholders, including, without limitation, time of payment, form of
consideration and adjustments to purchase price, the number of shares of Common
Stock equal to the number of shares of Common Stock owned by it multiplied by
the percentage of the then-outstanding shares of Common Stock to which the
Drag-Along Buyer's offer is applicable.
For purposes of clarification, this
Section 2.5 shall not apply to securities received by a Shareholder pursuant to
a transaction contemplated by Section 2.4 or a prior exercise of this Section
2.5.
(B)
THE MAJORITY SHAREHOLDERS WILL GIVE NOTICE (THE "DRAG-ALONG
NOTICE") TO THE DRAG-ALONG SHAREHOLDERS OF ANY PROPOSED TRANSFER GIVING RISE TO
THE RIGHTS OF THE MAJORITY SHAREHOLDERS SET FORTH IN SECTION 2.5(A) NO LATER
THAN FIFTEEN (15) BUSINESS DAYS PRIOR TO THE PROPOSED CLOSING DATE FOR SUCH
PROPOSED TRANSFER.
THE DRAG-ALONG NOTICE WILL SET FORTH THE NUMBER OF SHARES OF
COMMON STOCK PROPOSED TO BE SO TRANSFERRED, THE NAME OF THE DRAG-ALONG BUYER,
THE PROPOSED AMOUNT AND FORM OF CONSIDERATION (AND IF SUCH CONSIDERATION
CONSISTS IN PART OR IN WHOLE OF PROPERTY OTHER THAN CASH, THE MAJORITY
SHAREHOLDERS WILL PROVIDE SUCH INFORMATION, TO THE EXTENT REASONABLY AVAILABLE
TO THE MAJORITY SHAREHOLDERS, RELATING TO SUCH NON-CASH CONSIDERATION AS THE
DRAG-ALONG SHAREHOLDERS TOGETHER MAY REASONABLY REQUEST IN ORDER TO EVALUATE
SUCH NON-CASH CONSIDERATION), THE NUMBER OF SHARES OF COMMON STOCK SOUGHT AND
THE OTHER TERMS AND CONDITIONS OF THE OFFER.
EACH DRAG-ALONG SHAREHOLDER SHALL
AGREE TO MAKE