Common use of Allocation of Included Shares Clause in Contracts

Allocation of Included Shares. The maximum number of Shares that ----------------------------- may be sold by FSEP IV, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, if applicable, the Stockholders and all other holders of the Company's Common Stock who have rights to participate in sales of FS Shares pursuant to written agreements by and between FSEP IV and any such holder (the "OTHER FS TAG-ALONG RIGHTS HOLDERS") in any sale governed by this Section 5.4 shall be (i) All Offered Shares in the event the Third Party has agreed to purchase All Offered Shares as well as all shares of the Company's Common Stock that the Other FS Tag-Along Rights Holders who have elected to participate in such sale seek to include in such sale, or (ii) such number of shares of the Company's Common Stock equal to the product of (A) the total number of shares of the Company's Common Stock which the Third Party has agreed to purchase times (B) a fraction, the numerator of which is the total number of shares of the Company's Common Stock owned by FSEP IV, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the Stockholders, or each Other FS Tag-Along Rights Holder who has elected to participate in such sale, as the case may be, specified in the FS Final Notice on the date of the FS Final Notice, and the denominator of which is the total number of shares of the Company's Common Stock, in the aggregate, owned on the date of the FS Final Notice by FSEP IV, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the Stockholders and the Other FS Tag-Along Rights Holders who have elected to participate in such sale; provided, however, that, in the event FSEP IV, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the Stockholders -------- ------- or any Other FS Tag-Along Rights Holder elects to sell a number of shares of the Company's Common Stock which is less than the number of shares such holder could sell pursuant to clause (ii) above, the shares of the Company's Common Stock that the others of such holders can sell in such transaction shall be increased by an aggregate amount equal to the number of shares which any of the FSEP IV, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the Stockholders or any Other FS Tag-Along Rights Holder could have sold in such transaction but chose not to sell, and any such increase shall be allocated among such other holders on a pro rata basis based upon the total number of shares of the Company's Common Stock owned on the date of the FS Final Notice by such other holders.

Allocation of Included Shares. The maximum number of Shares ----------------------------- shares of Common Stock that ----------------------------- may be sold by FSEP IVFS Stockholder, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇Sears Stockholder, if applicable, the Stockholders Ripplewood Stockholder and each Existing Stockholder and all other holders of the Company's Common Stock who have rights to participate in sales of Common Stock by the FS Shares Stockholder, Sears Stockholder or Ripplewood Stockholder pursuant to written agreements by and between FSEP IV the FS Stockholder, the Sears Stockholder, the Ripplewood Stockholder or the Company and any such holder (the "OTHER FS TAGOther Tag-ALONG RIGHTS HOLDERSAlong Rights Holders") in any sale governed by this Section 5.4 3 shall be (i) All Offered Shares in the event the Third Party has agreed to purchase All Offered Shares as well as and all shares of the Company's Common Stock that the Other FS Tag-Along Rights Holders who have elected to participate in such sale seek to include in such sale, sale or (ii) such number of shares of the Company's Common Stock equal to the product of (Aa) the total number of shares of the Company's Common Stock which the Third Party has agreed to purchase times (Bb) a fraction, the numerator of which is the total number of shares of the Company's Common Stock owned by FSEP IV, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇the FS Stockholder, the StockholdersSears Stockholder, the Ripplewood Stockholder, Existing Stockholders or each Other FS Tag-Along Rights Holder who is eligible to and has elected to participate in such sale, as the case may be, specified in the FS Final Notice on the date of the FS Final Notice, Notice or Ripplewood Final Notice and the denominator of which is the total number of shares of the Company's Common Stock, in the aggregate, Stock owned on the date of the FS Final Notice or Ripplewood Final Notice by FSEP IV, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇all of the FS Stockholder, the Sears Stockholder, the Ripplewood Stockholder, the Existing Stockholders and the Other FS Tag-Tag- Along Rights Holders who have elected to participate in such sale; provided, however, that, in the event FSEP IV, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇the FS -------- ------- Stockholder, the Sears Stockholder, the Ripplewood Stockholder, the Existing Stockholders -------- ------- or any Other FS Tag-Tag- Along Rights Holder elects to sell a number of shares of the Company's Common Stock which is less than the number of shares such holder could sell pursuant to clause (ii) above, the shares of the Company's Common Stock that the others of other such holders can sell in such transaction shall be increased by an aggregate amount equal to the number of shares which any of the FSEP IV, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇FS Stockholder, the Ripplewood Stockholder, the Existing Stockholders or any Other FS Tag-Along Rights Holder could have sold in such transaction but chose not to sell, and any such increase shall be allocated among such other holders on a pro rata basis based upon the total number of shares of the Company's Common Stock owned on the date of the FS Final Notice or Ripplewood Final Notice by such other holders. The Company shall not grant to any Person that is not a party to this Agreement on the date hereof rights which are more favorable than or which would interfere with (it being understood that the granting of substantially similar rights to Other Tag-Along Rights Holders shall not by itself be deemed to so interfere) those granted to the Existing Stockholders pursuant to this Section 3 without ▇▇. ▇▇▇▇▇▇▇'▇ or his representative's prior written consent. The Stockholders shall use reasonable best efforts to cause the Company to amend existing agreements under the Company's stock plans for management, and adopt new forms of agreements, so that Management Stockholders having Tag-Along Rights can exercise such rights in a sale either by FS Stockholder or Sears Stockholder.

Allocation of Included Shares. The maximum number of Shares shares of ----------------------------- Common Stock, Preferred Stock and other Securities that ----------------------------- may be sold by FSEP IVFS Stockholder, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇each Additional Stockholder, if applicable, the Stockholders each Existing Stockholder and all other holders of the Company's Common Stock Securities who have rights to participate in sales of Securities by the FS Shares Stockholder or the Existing Stockholders pursuant to written agreements by and between FSEP IV the FS Stockholder, the Existing Stockholder or the Company and any such holder (the "OTHER FS TAGOther Tag-ALONG RIGHTS HOLDERSAlong Rights Holders") ), in any sale governed by this Section 5.4 3 shall be (i) All Offered Shares in the event the Third Party has agreed to purchase All Offered Shares as well as and all shares of the Company's Common Stock Securities that the Other FS Tag-Along Rights Holders who have elected to participate in such sale seek to include in such sale, sale or (ii) such number of shares of the Company's Common Stock, Preferred Stock or other Securities, as applicable, equal in each case to the product of (Aa) the total number of shares of the Company's Common Stock such type or class of security which the Third Party has agreed to purchase times (Bb) a fraction, the numerator of which is the total number of shares of the Company's Common Stock such type or class of security owned by FSEP IV, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇the FS Stockholder, the Existing Stockholders, the Additional Stockholders or each Other FS Tag-Along Rights Holder who is eligible to and has elected to participate in such sale, as the case may be, specified in the FS Final Notice on the date of the FS applicable Final Notice, and the denominator of which is the total number of shares of the Company's Common Stock, in the aggregate, such type or class of security owned on the date of the FS applicable Final Notice by FSEP IV, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇the FS Stockholder, the Existing Stockholders, the Additional Stockholders and the Other FS Tag-Along Rights Holders who have elected to participate in such sale; provided, however, that, in the event FSEP IV, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇the FS Stockholder, the Stockholders Existing -------- ------- Stockholders, the Additional Stockholders or any Other FS Tag-Along Rights Holder elects to sell a number of shares any type or class of the Company's Common Stock security which is less than the number of shares such holder could sell pursuant to clause (ii) above, the shares of the Company's Common Stock such type or class of security that the others of such holders can sell in such transaction shall be increased by an aggregate amount equal to the number of shares which any of the FSEP IV, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇FS Stockholder, the Existing Stockholders, the Additional Stockholders or any Other FS Tag-Along Rights Holder could have sold in such transaction but chose not to sell, and any such increase shall be allocated among such other holders on a pro rata basis based upon the total number of shares of the Company's Common Stock such type or class of security owned on the date of the FS applicable Final Notice by such other holders.

Allocation of Included Shares. The maximum number of Shares shares ----------------------------- of Common Stock that ----------------------------- may be sold by FSEP IVIII, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, if applicable, the Stockholders FSEP International and each New Stockholder and all other holders of the Company's Common Stock who have rights to participate in sales of Common Stock by the FS Shares Stockholder pursuant to written agreements by and between FSEP IV the FS Stockholder and any such holder (the "OTHER FS TAGOther Tag-ALONG RIGHTS HOLDERSAlong Rights Holders") in any sale governed by this Section 5.4 2 shall be (i) All Offered Shares in the event the Third Party has agreed to purchase All Offered Shares as well as and all shares of the Company's Common Stock that the Other FS Tag-Along Rights Holders who have elected to participate in such sale seek to include in such sale, sale or (ii) such number of shares of the Company's Common Stock equal to the product of (Aa) the total number of shares of the Company's Common Stock which the Third Party has agreed to purchase times (Bb) a fraction, the numerator of which is the total number of shares of the Company's Common Stock owned by FSEP IVIII, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇FSEP International, the Stockholders, a New Stockholder or each Other FS Tag-Along Rights Holder who has elected to participate in such sale, as the case may be, specified in the FS Final Notice on the date of the FS Final Notice, Notice and the denominator of which is the total number of shares of the Company's Common Stock, in the aggregate, Stock owned on the date of the FS Final Notice by FSEP IVIII, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇FSEP International, the New Stockholders and the Other FS Tag-Along Rights Holders who have elected to participate in such sale; provided, however, that, in the event FSEP IVIII, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇FSEP International, the Stockholders -------- ------- New Stockholders or any Other FS Tag-Along Rights Holder elects to sell a number of shares of the Company's Common Stock which is less than the number of shares such holder could sell pursuant to clause (ii) above, the shares of the Company's Common Stock that the others of such holders can sell in such transaction shall be increased by an aggregate amount equal to the number of shares which any of the FSEP IVIII, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇FSEP International, the New Stockholders or any Other FS Tag-Along Rights Holder could have sold in such transaction but chose not to sell, and any such increase shall be allocated among such other holders on a pro rata basis based upon the total number of shares of the Company's Common Stock owned on the date of the FS Final Notice by such other holders.

Allocation of Included Shares. The maximum number of Shares shares ----------------------------- of Common Stock that ----------------------------- may be sold by FSEP IVIII, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, if applicable, the Stockholders FSEP International and each New Stockholder and all other holders of the Company's Common Stock who have rights to participate in sales of Common Stock by the FS Shares Stockholder pursuant to written agreements by and between FSEP IV the FS Stockholder and any such holder (the "OTHER FS TAGOther Tag-ALONG RIGHTS HOLDERSAlong Rights Holders") in any sale governed by this Section 5.4 2 shall be (i) All Offered Shares in the event the Third Party has agreed to purchase All Offered Shares as well as and all shares of the Company's Common Stock that the Other FS Tag-Along Rights Holders who have elected to participate in such sale seek to include in such sale, sale or (ii) such number of shares of the Company's Common Stock equal to the product of (Aa) the total number of shares of the Company's Common Stock which the Third Party has agreed to purchase times (Bb) a fraction, the numerator of which is the total number of shares of the Company's Common Stock owned by FSEP IVIII, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇FSEP International, the Stockholders, a New Stockholder or each Other FS Tag-Along Rights Holder who has elected to participate in such sale, as the case may be, specified in the FS Final Notice on the date of the FS Final Notice, Notice and the denominator of which is the total number of shares of the Company's Common Stock, in the aggregate, Stock owned on the date of the FS Final Notice by FSEP IVIII, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇FSEP International, the New Stockholders and the Other FS Tag-Along Rights Holders who have elected to participate in such sale; provided, however, that, in the event -------- ------- FSEP IVIII, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇FSEP International, the New Stockholders -------- ------- or any Other FS Tag-Along Rights Holder elects to sell a number of shares of the Company's Common Stock which is less than the number of shares such holder could sell pursuant to clause (ii) above, the shares of the Company's Common Stock that the others of such holders can sell in such transaction shall be increased by an aggregate amount equal to the number of shares which any of the FSEP IVIII, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇FSEP International, the New Stockholders or any Other FS Tag-Along Rights Holder could have sold in such transaction but chose not to sell, and any such increase shall be allocated among such other holders on a pro rata basis based upon the total number of shares of the Company's Common Stock owned on the date of the FS Final Notice by such other holders.

Allocation of Included Shares. The maximum number of Shares shares ----------------------------- of Common Stock that ----------------------------- may be sold by FSEP IV, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, if applicable, Holding and the Stockholders Trust and all other holders of the Company's Common Stock who have rights to participate in sales of FS Shares Common Stock by Holding pursuant to written agreements by and between FSEP IV Holding and any such holder (the "OTHER FS TAGOther Tag-ALONG RIGHTS HOLDERSAlong Rights Holders") in any sale governed by this Section 5.4 3 shall be (i) All Offered Shares in the event the Third Party has agreed to purchase All Offered Shares as well as and all shares of the Company's Common Stock that the Other FS Tag-Along Rights Holders who have elected to participate in such sale seek to include in such sale, sale or (ii) such number of shares of the Company's Common Stock equal to the product of (Aa) the total number of shares of the Company's Common Stock which the Third Party has agreed to purchase times (Bb) a fraction, the numerator of which is the total number of shares of the Company's Common Stock owned by FSEP IV, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇Holding, the Stockholders, Trust or each Other FS Tag-Along Rights Holder who has elected to participate in such sale, as the case may be, specified in the FS Final Notice on the date of the FS Final Notice, Notice and the denominator of which is the total number of shares of the Company's Common Stock, in the aggregate, Stock owned on the date of the FS Final Notice by FSEP IV, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇Holding, the Stockholders Trust and the Other FS Tag-Along Rights Holders who have elected to participate in such sale; provided, however, that, in the event FSEP IV, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇Holding, the Stockholders -------- ------- Trust or any Other FS Tag-Tag- Along Rights Holder elects to sell a number of shares of the Company's Common Stock which is less than the number of shares such holder could sell pursuant to clause (ii) above, the shares of the Company's Common Stock that the others of such holders can sell in such transaction shall be increased by an aggregate amount equal to the number of shares which any of the FSEP IV, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇Holding, the Stockholders Trust or any Other FS Tag-Along Rights Holder could have sold in such transaction but chose not to sell, and any such increase shall be allocated among such other holders on a pro rata basis based upon the total number of shares of the Company's Common Stock owned on the date of the FS Final Notice by such other holders.

Allocation of Included Shares. The maximum number of Shares shares of ----------------------------- Common Stock that ----------------------------- may be sold by FSEP IVIII, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, if applicable, the Stockholders FSEP International and each Existing Stockholder and all other holders of the Company's Common Stock who have rights to participate in sales of Common Stock by the FS Shares Stockholder pursuant to written agreements by and between FSEP IV the FS Stockholder and any such holder (the "OTHER FS TAGOther Tag-ALONG RIGHTS HOLDERSAlong Rights Holders") in any sale governed by this Section 5.4 3 shall be (i) All Offered Shares in the event the Third Party has agreed to purchase All Offered Shares as well as and all shares of the Company's Common Stock that the Other FS Tag-Along Rights Holders who have elected to participate in such sale seek to include in such sale, sale or (ii) such number of shares of the Company's Common Stock equal to the product of (Aa) the total number of shares of the Company's Common Stock which the Third Party has agreed to purchase times (Bb) a fraction, the numerator of which is the total number of shares of the Company's Common Stock owned by FSEP IVIII, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇FSEP International, the Stockholders, an Existing Stockholder or each Other FS Tag-Along Rights Holder who has elected to participate in such sale, as the case may be, specified in the FS Final Notice on the date of the FS Final Notice, Notice and the denominator of which is the total number of shares of the Company's Common Stock, in the aggregate, Stock owned on the date of the FS Final Notice by FSEP IVIII, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇FSEP International, the Existing Stockholders and the Other FS Tag-Along Rights Holders who have elected to participate in such sale; provided, however, that, -------- ------- in the event FSEP IVIII, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇FSEP International, the Existing Stockholders -------- ------- or any Other FS Tag-Along Rights Holder elects to sell a number of shares of the Company's Common Stock which is less than the number of shares such holder could sell pursuant to clause (ii) above, the shares of the Company's Common Stock that the others of such holders can sell in such transaction shall be increased by an aggregate amount equal to the number of shares which any of the FSEP IVIII, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇FSEP International, the Existing Stockholders or any Other FS Tag-Along Rights Holder could have sold in such transaction but chose not to sell, and any such increase shall be allocated among such other holders on a pro rata basis based upon the total number of shares of the Company's Common Stock owned on the date of the FS Final Notice by such other holders.

Allocation of Included Shares. The maximum number of Shares shares of ----------------------------- Common Stock that ----------------------------- may be sold by FSEP IVFS Stockholder, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, if applicable, the Stockholders Ripplewood Stockholder and each Existing Stockholder and all other holders of the Company's Common Stock who have rights to participate in sales of Common Stock by the FS Shares Stockholder or Ripplewood Stockholder pursuant to written agreements by and between FSEP IV the FS Stockholder, the Ripplewood Stockholder or the Company and any such holder (the "OTHER FS TAGOther Tag-ALONG RIGHTS HOLDERSAlong Rights Holders") in any sale governed by this Section 5.4 3 shall be (i) All Offered Shares in the event the Third Party has agreed to purchase All Offered Shares as well as and all shares of the Company's Common Stock that the Other FS Tag-Along Rights Holders who have elected to participate in such sale seek to include in such sale, sale or (ii) such number of shares of the Company's Common Stock equal to the product of (Aa) the total number of shares of the Company's Common Stock which the Third Party has agreed to purchase times (Bb) a fraction, the numerator of which is the total number of shares of the Company's Common Stock owned by FSEP IV, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇the FS Stockholder, the StockholdersRipplewood Stockholder, the Existing Stockholders or each Other FS Tag-Along Rights Holder who is eligible to and has elected to participate in such sale, as the case may be, specified in the FS Final Notice on the date of the FS Final Notice, Notice or Ripplewood Final Notice and the denominator of which is the total number of shares of the Company's Common Stock, in the aggregate, Stock owned on the date of the FS Final Notice or Ripplewood Final Notice by FSEP IV, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇the FS Stockholder, the Ripplewood Stockholder, the Existing Stockholders and the Other FS Tag-Along Rights Holders who have elected to participate in such sale; provided, however, that, -------- ------- in the event FSEP IV, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇the FS Stockholder, the Ripplewood Stockholder, the Existing Stockholders -------- ------- or any Other FS Tag-Along Rights Holder elects to sell a number of shares of the Company's Common Stock which is less than the number of shares such holder could sell pursuant to clause (ii) above, the shares of the Company's Common Stock that the others of such holders can sell in such transaction shall be increased by an aggregate amount equal to the number of shares which any of the FSEP IV, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇FS Stockholder, the Ripplewood Stockholder, the Existing Stockholders or any Other FS Tag-Along Rights Holder could have sold in such transaction but chose not to sell, and any such increase shall be allocated among such other holders on a pro rata basis based upon the total number of shares of the Company's Common Stock owned on the date of the FS Final Notice or Ripplewood Final Notice by such other holders. The Company shall not grant to any Person that is not a party to this Agreement on the date hereof rights which are more favorable than or which would interfere with (it being understood that the granting of substantially similar rights to Other Tag-Along Rights Holders shall not by itself be deemed to so interfere) those granted to the Existing Stockholders pursuant to this Section 3 without ▇▇. ▇▇▇▇▇▇▇'▇ or his representative's prior written consent.

Allocation of Included Shares. The maximum number of Shares that ----------------------------- may be sold by FSEP IV, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, if applicable, the Stockholders Optionees and all other holders of the Company's Common Stock who have rights to participate in sales of FS Shares pursuant to written agreements by and between FSEP IV and any such holder (the "OTHER Other FS TAGTag-ALONG RIGHTS HOLDERSAlong Rights Holders") in any sale governed by this Section 5.4 9 shall be (i) All Offered Shares in the event the Third Party has agreed to purchase All Offered Shares as well as all shares of the Company's Common Stock that the Other FS Tag-Along Rights Holders who have elected to participate in such sale seek to include in such sale, or (ii) such number of shares of the Company's Common Stock equal to the product of (A) the total number of shares of the Company's Common Stock which the Third Party has agreed to purchase times (B) a fraction, the numerator of which is the total number of shares of the Company's Common Stock owned by FSEP IV, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the StockholdersOptionees, or each Other FS Tag-Along Rights Holder who has elected to participate in such sale, as the case may be, specified in the FS Final Notice on the date of the FS Final Notice, and the denominator of which is the total number of shares of the Company's Common Stock, in the aggregate, owned on the date of the FS Final Notice by FSEP IV, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the Stockholders Optionees and the Other FS Tag-Along Rights Holders Holder who have elected to participate in such sale; provided, however, that, in the event FSEP IV, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the Stockholders Optionees or -------- ------- or any Other FS Tag-Along Rights Holder elects to sell a number of shares of the Company's Common Stock which is less than the number of shares such holder could sell pursuant to clause (ii) above, the shares of the Company's Common Stock that the others of such holders can sell in such transaction shall be increased by an aggregate amount equal to the number of shares which any of the FSEP IV, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the Stockholders Optionees or any Other FS Tag-Along Rights Holder could have sold in such transaction but chose not to sell, and any such increase shall be allocated among such other holders on a pro rata basis based upon the total number of shares of the Company's Common Stock owned on the date of the FS Final Notice by such other holders.

Allocation of Included Shares. The maximum number of Shares ----------------------------- shares of Holding Common Stock and Common Stock, as the case may be, that ----------------------------- may be sold by FSEP IV, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, if applicable, the Stockholders FS Entities and the Trust and all other holders of the Company's Holding Common Stock or Common Stock who have rights to participate in sales of Holding Common Stock by the FS Shares Entities pursuant to written agreements by and between FSEP IV the FS Entities and any such holder (the "OTHER Other FS TAGTag-ALONG RIGHTS HOLDERSAlong Rights Holders") in any sale governed by this Section 5.4 3A shall be (i) All Holding and Company Offered Shares in the event the Third Party has agreed to purchase All Holding and Company Offered Shares as well as and all shares of the Company's Holding Common Stock or Common Stock, as the case may be, that the Other FS Tag-Along Rights Holders who have elected to participate in such sale seek to include in such sale, sale or (ii) such number of shares of the Company's Holding Common Stock and Common Stock, as the case may be, equal to the product of (A) the total number of shares of the Company's Holding Common Stock and Common Stock which the Third Party has agreed to purchase times (B) a fraction, the numerator of which is the total number of shares of the Company's Holding Common Stock and/or Common Stock owned by FSEP IV, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇the FS Entities, the StockholdersTrust, or each Other FS Tag-Along Rights Holder who has elected to participate in such sale, as the case may be, specified in the FS Final Notice on the date of the FS Final Notice, Notice and the denominator of which is the total number of shares of the Company's Holding Common Stock, in the aggregate, Stock and Common Stock owned on the date of the FS Final Notice by FSEP IV, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇the FS Entities, the Stockholders Trust and the Other FS Tag-Along Rights Holders who have elected to participate in such sale; sale provided, however, that, in the event FSEP IV, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇the FS Entities, the Stockholders Trust or -------- ------- or any Other FS Tag-Along Rights Holder elects to sell a number of shares of the Company's Holding Common Stock or Common Stock which is less than the number of shares such holder could sell pursuant to clause (ii) above, the shares of the Company's Holding Common Stock and Common Stock that the others of such holders can sell in such transaction shall be increased by an aggregate amount equal to the number of shares which any of the FSEP IV, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇FS Entities, the Stockholders Trust or any Other FS Tag-Along Rights Holder could have sold in such transaction but chose not to sell, and any such increase shall be allocated among such other holders on a pro rata basis based upon the total number of shares of the Company's Holding Common Stock and Common Stock owned on the date of the FS Final Notice by such other holders.