FOR VALUE.
12
(F)
LIMITATIONS.
IN NO EVENT SHALL THIS SECTION 5 OPERATE TO REQUIRE ANY
SECURITYHOLDER TO ENTER INTO A NON-COMPETITION AGREEMENT IN CONNECTION WITH THE
CONSUMMATION OF THE PROPOSED TRANSACTION, PROVIDED THAT SECURITYHOLDERS WHO ARE
OFFICERS OR EMPLOYEES OF THE COMPANY SHALL ENTER INTO SUCH AN AGREEMENT FOR
NOMINAL CONSIDERATION IN CONNECTION WITH A DRAG-ALONG SALE AS AND WHEN DIRECTED
BY THE COMPANY OR THE WP PARTIES.
6.
Miscellaneous Provisions Regarding Co-Sale Rights and Drag-Along
Rights.
(A)
CERTAIN LEGAL REQUIREMENTS.
IN THE EVENT THE CONSIDERATION TO BE PAID IN
EXCHANGE FOR SHARES IN A PROPOSED TRANSFER PURSUANT TO SECTION 4 OR SECTION 5
INCLUDES ANY SECURITIES, AND THE RECEIPT THEREOF BY AN OTHER SHAREHOLDER WOULD
REQUIRE UNDER APPLICABLE LAW (I) THE REGISTRATION OR QUALIFICATION OF SUCH
SECURITIES OR OF ANY PERSON AS A BROKER OR DEALER OR AGENT WITH RESPECT TO SUCH
SECURITIES OR (II) THE PROVISION TO ANY OTHER SHAREHOLDER OF ANY INFORMATION
REGARDING THE COMPANY, SUCH SECURITIES OR THE ISSUER THEREOF, SUCH OTHER
SHAREHOLDER SHALL NOT HAVE THE RIGHT TO TRANSFER SHARES IN SUCH PROPOSED
TRANSFER.
IN SUCH EVENT, THE WP PARTIES SHALL HAVE THE RIGHT, BUT NOT THE
OBLIGATION, TO CAUSE TO BE PAID TO SUCH OTHER SHAREHOLDER IN LIEU THEREOF,
AGAINST SURRENDER OF THE SHARES (IN ACCORDANCE WITH SECTION 6(F) HEREOF) THAT
WOULD HAVE OTHERWISE BEEN TRANSFERRED BY SUCH OTHER SHAREHOLDER IN THE PROPOSED
TRANSFER, 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.
(B)
FURTHER ASSURANCES.
EACH OTHER SHAREHOLDER, WHETHER IN HIS CAPACITY AS A
PARTICIPATING SHAREHOLDER, SECURITYHOLDER, OFFICER OR DIRECTOR OF THE COMPANY,
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
TRANSFER PURSUANT TO SECTION 4 OR SECTION 5 AND ANY RELATED TRANSACTIONS,
INCLUDING, WITHOUT LIMITATION, 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 WP PARTIES AND THE PROSPECTIVE TRANSFEREE OR PROPOSED
PURCHASER.
(C)
SALE PROCESS.
THE WP PARTIES SHALL, IN THEIR SOLE DISCRETION, DECIDE
WHETHER OR NOT TO PURSUE, CONSUMMATE, POSTPONE OR ABANDON ANY PROPOSED TRANSFER
AND THE TERMS AND CONDITIONS THEREOF.
NO WP PARTY OR ANY AFFILIATE OF ANY WP
PARTY SHALL HAVE ANY LIABILITY TO ANY OTHER HOLDER OF SHARES ARISING FROM,
RELATING TO OR IN CONNECTION WITH THE PURSUIT, CONSUMMATION, POSTPONEMENT,
ABANDONMENT OR TERMS AND CONDITIONS OF ANY PROPOSED TRANSFER EXCEPT TO THE
EXTENT SUCH WP PARTY SHALL HAVE FAILED TO COMPLY WITH THE APPLICABLE PROVISIONS
OF SECTION 4 OR SECTION 5.
(D)
TREATMENT OF CONVERTIBLE SECURITIES.
IF ANY OTHER SHAREHOLDER SHALL
TRANSFER CONVERTIBLE SECURITIES IN ANY TRANSFER PURSUANT TO SECTION 4 OR
SECTION 5, SUCH OTHER SHAREHOLDER SHALL RECEIVE IN EXCHANGE FOR SUCH CONVERTIBLE
SECURITIES CONSIDERATION EQUAL TO THE AMOUNT (IF GREATER