Tag-Along
Offer Notice and (B) the denominator of which is the aggregate number of
Outstanding Common Shares owned by Hartnett and his Permitted Transferees
immediately prior to such Transfer.
Notwithstanding the foregoing, in the event
the Tag-Along Transferee is unwilling to purchase the sum of the aggregate
number of Securities that the Tag-Along Transferor and the Tag-Along Parties
(and each of them) desire to Transfer to the Tag-Along Transferee pursuant
hereto, the Tag-Along Transferor and each Tag-Along Party who desires to
Transfer Securities to the Tag-Along Transferee shall be entitled to Transfer
only that number of Outstanding Common Shares equal to the number of Outstanding
Common Shares which such Party desires to Transfer to such Tag-Along Transferee,
as set forth in its Tag-Along Notice or, in the case of the Tag-Along
Transferor, in the Tag-Along Offer Notice, multiplied by a fraction, the
numerator of which is the total number of Outstanding Common Shares which the
Tag-Along Transferee is willing to acquire and the denominator of which is the
total number of Outstanding Common Shares which the Tag-Along Transferor and all
of the Tag-Along Parties wish to Transfer to such Tag-Along Transferee (all as
set forth, as applicable, in the Tag-Along Offer Notice and the Tag-Along
Notices).
(B)
UNLESS THE TAG-ALONG TRANSFEREE SHALL AGREE TO THE CONTRARY, PRIOR TO ANY
TRANSFER TO THE TAG-ALONG TRANSFEREE, THE TAG-ALONG TRANSFEROR AND THE TAG-ALONG
PARTIES SHALL EXERCISE, CONVERT OR EXCHANGE SUCH NUMBER OF THEIR DERIVATIVE
SECURITIES AS MAY BE NECESSARY SO THAT ONLY SHARES OF COMMON STOCK ARE
TRANSFERRED.
(C)
IF A TAG-ALONG TRANSFEROR PROPOSES TO TRANSFER ANY SECURITIES IN A
TRANSACTION SUBJECT TO THIS SECTION 2.4, IT SHALL NOTIFY THE WHITNEY NOTICE
PARTIES IN WRITING OF SUCH PROPOSED TRANSFER (A "TAG-ALONG OFFER NOTICE").
SUCH
TAG-ALONG OFFER NOTICE SHALL SET FORTH: (I) THE NAME OF THE TAG-ALONG
TRANSFEREE, (II) THE NUMBER AND NATURE OF THE SECURITIES PROPOSED TO BE
TRANSFERRED, (III) THE PROPOSED AMOUNT AND FORM OF CONSIDERATION AND ALL OTHER
MATERIAL TERMS AND CONDITIONS OF SUCH OFFER, INCLUDING THE DATE OF THE PROPOSED
TRANSFER AND ALL APPLICABLE REPRESENTATIONS, INDEMNITIES AND OTHER CONTRACT
PROVISIONS REQUIRED BY THE TAG-ALONG TRANSFEREE (THE "TAG-ALONG TRANSFEREE
TERMS"), (IV) THE TOTAL NUMBER AND NATURE OF SECURITIES OWNED BY THE TAG-ALONG
TRANSFEROR AND HARTNETT AND HIS PERMITTED TRANSFEREES AND (V) THAT THE TAG-ALONG
TRANSFEREE HAS BEEN INFORMED OF THE TAG-ALONG RIGHT PROVIDED FOR IN THIS SECTION
2.4 AND HAS AGREED TO PURCHASE SECURITIES SUBJECT HERETO IN THE MANNER SET FORTH
IN SUBSECTIONS 2.4(A) AND (B).
THE TAG-ALONG RIGHT MAY BE EXERCISED BY ANY
TAG-ALONG PARTY BY DELIVERY OF A WRITTEN NOTICE TO THE TAG-ALONG TRANSFEROR (THE
"TAG-ALONG NOTICE") WITHIN TEN (10) DAYS FOLLOWING DELIVERY OF THE TAG-ALONG
OFFER NOTICE (THE "TAG-ALONG NOTICE DEADLINE") SETTING FORTH THE NUMBER OF
SECURITIES THE TAG-ALONG PARTY WISHES TO SELL TO THE TAG-ALONG TRANSFEREE.
THE
FAILURE BY ANY TAG-ALONG PARTY TO PROVIDE THE TAG-ALONG NOTICE ON OR BEFORE THE
TAG-ALONG NOTICE DEADLINE SHALL BE DEEMED TO BE AN ELECTION BY SUCH TAG-ALONG
PARTY NOT TO