Common use of Consummation Clause in Contracts

Consummation. The FS Stockholder shall have 180 days from ------------ the date of the Final Notice in which to sell to the Third Party the shares of Common Stock owned by the FS Stockholder and the Included Shares of the New Stockholders on terms which are not materially less favorable to the sellers of shares of Common Stock than those specified in the applicable Initial Offer Notice; provided, however, that in the event there is a decrease in the price to -------- ------- be paid by the Third Party for the shares of Common Stock to be sold from the price set forth in the Initial Offer Notice, which decrease is acceptable to the FS Stockholder, or other material change in terms which are less favorable to the FS Stockholder, but which are acceptable to the FS Stockholder, the FS Stockholder shall notify the participating New Stockholders of such decrease or change in terms, and each of the participating New Stockholders shall have five business days from the date of receipt of the notice of such decrease or change in terms to reduce the number of shares of Common Stock it will sell to such Third Party as previously indicated in the applicable Acceptance Notice and the number of shares that all other participating stockholders (including Other Tag- Along Rights Holders) may transfer shall be increased in accordance with the provisions of Section 2.3. The FS Stockholder shall act as agent for the New Stockholders in connection with such sale and shall cause to be remitted to each New Stockholder the total sales price of the Included Shares of such New Stockholder sold pursuant thereto, which consideration shall be in the same form as the consideration received by the FS Stockholder and as specified in the applicable Initial Offer Notice, net of the New Stockholder's respective pro rata portion (based on the number of shares of Common Stock sold) of the reasonable, out-of-pocket expenses incurred by the FS Stockholder in connection with such sale (not including, however, any transaction fee charged by the FS Stockholder or its Affiliates). The FS Stockholder shall furnish, or shall cause to be furnished, such other evidence of the completion and time of completion of such sale and the terms thereof as may be reasonably requested by the New Stockholder including, without limitation, evidence of the expenses incurred by the FS Stockholder in connection with such sale. If and to the extent that, at the end of 180 days following the date of the Final Notice, the FS Stockholder has not completed the sale contemplated thereby, the FS Stockholder shall return to each participating New Stockholder all certificates representing the Included Shares and all powers-of-attorney which a New Stockholder may have transmitted pursuant to the terms hereof.

Consummation. The FS Stockholder Investor or the Existing Stockholders shall have 180 120 days from ------------ the date of the applicable Final Notice in which to sell to the Third Party the shares of Common Stock Securities owned by the FS Stockholder Investor or the Existing Stockholders and the Included Shares of the New Stockholders Other Tag-Along Rights Holders on terms which are not materially less favorable to the sellers of shares of Common Stock Securities than those specified in the applicable Initial Offer Notice; provided, however, that in the event there is a decrease in the price to -------- ------- be paid by the Third Party for the shares of Common Stock Securities to be sold from the price set forth in the applicable Initial Offer Notice, which decrease is acceptable to the FS StockholderInvestor or the Existing Stockholders, as applicable, or other material change in terms which are less favorable to the FS StockholderInvestor or the Existing Stockholders, as the case may be, but which are acceptable to the FS StockholderInvestor or the Existing Stockholders, as the case may be, the FS Stockholder Investor or the Existing Stockholders, as the case may be, shall notify the participating New Stockholders of such decrease or change in terms, and each of the participating New Stockholders shall have five business days from the date of receipt of the notice of such decrease or change in terms to reduce the number of shares of Common Stock Securities it will sell to such Third Party as previously indicated in the applicable Acceptance Notice Notice, and the number of shares that all other participating stockholders Stockholders (including Other Tag- Tag-Along Rights Holders) may transfer shall be increased in accordance with the provisions of Section 2.3. The FS Stockholder shall act as agent 3.3; and provided, further, that in the event there is an increase in the price to be paid by the Third Party for the New Securities to be sold from the price set forth in the applicable Initial Offer Notice or other material change in terms which are more favorable to the Investor or the Existing Stockholders, as the case may be, the Investor or the Existing Stockholders, as the case may be, shall notify the other Stockholders of such increase or change in terms, and each of the Stockholders who was eligible to but did not elect to participate to the full extent of its rights hereunder shall have five business days from the date of receipt of the notice of such increase or change in terms to increase the number of Securities it will sell to such Third Party, and the number of shares that all other participating Stockholders (including the Other Tag-Along Rights Holders) may transfer shall be decreased proportionately if necessary. A Third Party purchaser of Securities which complies with this Section 3 in connection with such sale and purchase shall not be subject to the obligations contained in this Section 3 with respect to its future sales of such Securities. The Investor or the Existing Stockholders, as the case may be, shall cause to be remitted to each New Stockholder the participating Stockholders the total sales price of the Included Shares of such New Stockholder the participating Stockholders sold pursuant thereto, which consideration shall be in the same form and per share amount as the consideration received by the FS Stockholder Investor or the Existing Stockholders, as the case may be, and as specified in the applicable Initial Offer Notice, net of the New Stockholder's respective pro rata portion (based on the number total value of shares of Common Stock soldthe consideration received by such Stockholder compared to the aggregate consideration received by all Stockholders in the transaction) of the reasonable, reasonable out-of-pocket expenses incurred by the FS Stockholder in connection with such a sale (not including, however, any transaction fee charged by the FS Stockholder or its Affiliates)consummated pursuant to this Section 3. The FS Investor or the Existing Stockholder shall furnish, or shall cause to be furnished, such other evidence of the completion and time of completion of such sale and the terms thereof as may be reasonably requested by the New Stockholder participating Stockholders including, without limitation, evidence of the expenses incurred by the FS Stockholder Investor or the Existing Stockholder, as the case may be, in connection with such sale. If and to the extent that, at the end of 180 120 days following the date of the applicable Final Notice, the FS Stockholder Investor or the Existing Stockholder, as the case may be, has not completed the sale contemplated thereby, the FS Stockholder Investor or the Existing Stockholder, as the case may be, shall return to each the other participating New Stockholder Stockholders all certificates representing the Included Shares and all powers-of-attorney which a New Stockholder the other participating Stockholders may have transmitted pursuant to the terms hereof.

Consummation. The Sears Stockholder, FS Stockholder ------------ or Ripplewood Stockholder shall have 180 90 days from ------------ the date of the Final Notice or Ripplewood Final Notice, respectively, in which to sell to the Third Party the shares of Common Stock owned by the Sears Stockholder, FS Stockholder or Ripplewood Stockholder and the Included Shares of the New other Stockholders having Tag-Along Rights on terms which are not materially less favorable to the sellers of shares of Common Stock than those specified in the applicable Initial Offer Notice; provided, however, that in -------- ------- the event there is a decrease in the price to -------- ------- be paid by the Third Party for the shares of Common Stock to be sold from the price set forth in the Initial Offer Notice or the Ripplewood Initial Offer Notice, as applicable, which decrease is acceptable to the Sears Stockholder, FS StockholderStockholder (in the case of a Third Party Offer) or Ripplewood Stockholder (in the case of a Ripplewood Third Party Offer), or other material change in terms which are less favorable to the Sears Stockholder, FS Stockholder or Ripplewood Stockholder, as the case may be, but which are acceptable to the FS Sears Stockholder, the FS Stockholder or Ripplewood Stockholder, as the case may be, the Sears Stockholder, FS Stockholder or Ripplewood Stockholder, as the case may be, shall notify the participating New Stockholders of such decrease or change in terms, and each of the participating New Stockholders shall have five business days from the date of receipt of the notice of such decrease or change in terms to reduce the number of shares of Common Stock it will sell to such Third Party as previously indicated in the applicable Acceptance Notice and the number of shares that all other participating stockholders (including Other Tag- Tag-Along Rights Holders) may transfer shall be increased in accordance with the provisions of Section 2.33.3; and provided, further, that in -------- ------- the event there is an increase in the price to be paid by the Third Party for the shares of Common Stock to be sold from the price set forth in the applicable Initial Offer Notice or other material change in terms which are more favorable to the Sears Stockholder, FS Stockholder or Ripplewood Stockholder, as the case may be, the Sears Stockholder, FS Stockholder or Ripplewood Stockholder, as the case may be, shall notify the other Stockholders of such increase or change in terms, and each of the Stockholders who was eligible to but did not elect to participate to the full extent of their rights hereunder shall have five business days from the date of receipt of the notice of such increase or change in terms to increase the number of shares of Common Stock it will sell to such Third Party, and the number of shares that all other participating stockholders (including other Tag-Along Rights Holders) may transfer shall be decreased proportionately if necessary. A Third Party purchaser of shares of Common Stock which complies with this Section 3 shall not be subject to the obligations contained in this Section 3 with respect to future sales of their shares. The Sears Stockholder, FS Stockholder shall act or Ripplewood Stockholder, as agent for the New Stockholders in connection with such sale and case may be, shall cause to be remitted to each New Stockholder the participating Stockholders the total sales price of the Included Shares of such New Stockholder the participating Stockholders sold pursuant thereto, which consideration shall be in the same form and per share amount as the consideration received by the Sears Stockholder, FS Stockholder or Ripplewood Stockholder, as the case may be, and as specified in the applicable Initial Offer Notice (or Ripplewood Initial Offer Notice, as applicable), net (i) in an exercise of Tag-Along Rights by an Existing Stockholder, of the New reasonable, incremental out-of-pocket expenses incurred by the FS Stockholder or Sears Stockholder in connection with such sale as a result of the Existing Stockholders' participation therein or (ii) in an exercise of Tag-Along Rights by the Sears Stockholder's respective , the Ripplewood Stockholder or the FS Stockholder, of the pro rata portion (based on the number of shares of Common Stock soldincluded by each Stockholder compared to the aggregate number of shares of Common Stock included in such sale) of the reasonable, reasonable out-of-pocket expenses incurred by the FS Stockholder in connection with such a sale (not includingconsummated pursuant to this Section 3. The Sears Stockholder, however, any transaction fee charged by the FS Stockholder or its Affiliates). The FS Ripplewood Stockholder shall furnish, or shall cause to be furnished, such other evidence of the completion and time of completion of such sale and the terms thereof as may be reasonably requested by the New Stockholder participating Stockholders including, without limitation, evidence of the expenses incurred by the Sears Stockholder, FS Stockholder or Ripplewood Stockholder, as the case may be, in connection with such sale. If and to the extent that, at the end of 180 90 days following the date of the Final Notice (or Ripplewood Final Notice, as applicable), the Sears Stockholder, FS Stockholder or Ripplewood Stockholder, as the case may be, has not completed the sale contemplated thereby, the Sears Stockholder, FS Stockholder or Ripplewood Stockholder, as the case may be, shall return to each the participating New Stockholder Stockholders all certificates representing the Included Shares and all powers-of-attorney which a New Stockholder the participating Stockholders may have transmitted pursuant to the terms hereof.

Consummation. The FS Stockholder FSEP IV shall have 180 days from ------------ the date of the FS ------------ Final Notice in which to sell to the Third Party the shares of Common Stock owned by the FS Stockholder FSEP IV, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, if applicable, and the Stockholder Included Shares of the New Stockholders on terms which are not materially less favorable to the sellers of shares of Common Stock Shares than those specified in the applicable FS Initial Offer Notice; provided, however, that in -------- ------- the event there is a decrease in the price to -------- ------- be paid by the Third Party for the shares of Common Stock Shares to be sold from the price set forth in the FS Initial Offer Notice, which decrease is acceptable to the FS StockholderFSEP IV, or other than material change in terms which are less favorable to the FS StockholderFSEP IV, but which are acceptable to the FS StockholderFSEP IV, the FS Stockholder FSEP IV shall notify the participating New Stockholders selling Stockholder of such decrease or change in terms, and each of the participating New Stockholders such Stockholder shall have five business days from the date of receipt of the notice of such decrease or change in terms to reduce the number of shares of Common Stock Shares it will sell to such Third Party as previously indicated in the applicable FS Acceptance Notice Notice, and the number of shares that all other participating stockholders (including Other Tag- FS Tag-Along Rights Holders) may transfer shall be increased in accordance with the provisions of Section 2.35.4(c). The FS Stockholder FSEP IV shall act as agent for the New Stockholders such Stockholder in connection with such sale and shall cause to be remitted to each New such Stockholder the total sales price of the Stockholder Included Shares of such New Stockholder sold pursuant thereto, which consideration shall be in the same form as the consideration received by the FS Stockholder FSEP IV and as specified in the applicable FS Initial Offer Notice, net of the New such Stockholder's respective pro rata portion (based on the number total value of shares of Common Stock soldthe consideration received by such Stockholder compared to the aggregate consideration received by all stockholders in the transaction) of the reasonable, reasonable out-of-pocket expenses incurred by the FS Stockholder in connection with such sale (not including, however, including any transaction fee charged expenses paid or payable to an affiliate of FSEP IV) incurred and paid by the FS Stockholder or its Affiliates). The FS Stockholder shall furnish, or shall cause to be furnished, such other evidence of the completion and time of completion of such sale and the terms thereof as may be reasonably requested by the New Stockholder including, without limitation, evidence of the expenses incurred by the FS Stockholder FSEP IV in connection with such sale. If and to the extent that, at the end of 180 days following the date of the FS Final Notice, the FS Stockholder FSEP IV has not completed the sale contemplated thereby, the FS Stockholder FSEP IV shall return to each participating New such Stockholder all certificates representing the Stockholder Included Shares and all powers-of-attorney which a New such Stockholder may have transmitted pursuant to the terms hereof.

Consummation. The FS Stockholder Holding shall have 180 days from ------------ the date of ------------ the Final Notice in which to sell to the Third Party the shares of Common Stock owned by the FS Stockholder Holding and the Included Shares of the New Stockholders Trust on terms which are not materially less favorable to the sellers of shares of Common Stock than those specified in the applicable Initial Offer Notice; provided, however, that in the -------- ------- event there is a decrease in the price to -------- ------- be paid by the Third Party for the shares of Common Stock to be sold from the price set forth in the Initial Offer Notice, which decrease is acceptable to the FS StockholderHolding, or other material change in terms which are less favorable to the FS StockholderHolding, but which are acceptable to the FS StockholderHolding, the FS Stockholder Holding shall notify the participating New Stockholders Trust of such decrease or change in terms, and each of the participating New Stockholders Trust shall have five business days from the date of receipt of the notice of such decrease or change in terms to reduce the number of shares of Common Stock it will sell to such Third Party as previously indicated in the applicable Acceptance Notice and the number of shares that all other participating stockholders Shareholders (including Other Tag- Tag-Along Rights Holders) may transfer shall be increased in accordance with the provisions of Section 2.33.3. The FS Stockholder Holding shall act as agent for the New Stockholders Trust in connection with such sale and shall cause to be remitted to each New Stockholder the Trust the total sales price of the Included Shares of such New Stockholder the Trust sold pursuant thereto, which consideration shall be in the same form as the consideration received by the FS Stockholder Holding and as specified in the applicable Initial Offer Notice, net of the New StockholderTrust's respective pro rata portion (based on the number of shares of Common Stock sold) of the reasonable, out-of-pocket expenses (not including any expenses paid or payable to an Affiliate or Associate of Holding) incurred and paid by the FS Stockholder Holding in connection with such sale (not including, however, any transaction fee charged by the FS Stockholder or its Affiliates)sale. The FS Stockholder Holding shall furnish, or shall cause to be furnished, such other evidence of the completion and time of completion of such sale and the terms thereof as may be reasonably requested by the New Stockholder Trust including, without limitation, evidence of the expenses incurred by the FS Stockholder Holding in connection with such sale. If and to the extent that, at the end of 180 days following the date of the Final Notice, the FS Stockholder Holding has not completed the sale contemplated thereby, the FS Stockholder Holding shall return to each participating New Stockholder the Trust all certificates representing the Included Shares and all powers-of-attorney which a New Stockholder the Trust may have transmitted pursuant to the terms hereof.

Consummation. The FS Stockholder or the Existing Stockholders ------------ shall have 180 days from ------------ the date of the applicable Final Notice in which to sell to the Third Party the shares of Common Stock Securities owned by the FS Stockholder or the Existing Stockholders and the Included Shares of the New Additional Stockholders and the Other Tag-Along Rights Holders on terms which are not materially less favorable to the sellers of shares of Common Stock Securities than those specified in the applicable Initial Offer Notice; provided, however, that in the event there is a decrease in the price to be -------- ------- be paid by the Third Party for the shares of Common Stock Securities to be sold from the price set forth in the applicable Initial Offer Notice, which decrease is acceptable to the FS StockholderStockholder or the Existing Stockholders, as applicable, or other material change in terms which are less favorable to the FS StockholderStockholder or the Existing Stockholders, as the case may be, but which are acceptable to the FS StockholderStockholder or the Existing Stockholders, as the case may be, the FS Stockholder or the Existing Stockholders, as the case may be, shall notify the participating New Stockholders stockholders of such decrease or change in terms, and each of the participating New Stockholders stockholders shall have five business days from the date of receipt of the notice of such decrease or change in terms to reduce the number of shares of Common Stock Securities it will sell to such Third Party as previously indicated in the applicable Acceptance Notice Notice, and the number of shares that all other participating stockholders (including Other Tag- Tag-Along Rights Holders) may transfer shall be increased in accordance with the provisions of Section 2.33.3; and provided, -------- further, that in the event there is an increase in the price to be paid ------- by the Third Party for the Securities to be sold from the price set forth in the applicable Initial Offer Notice or other material change in terms which are more favorable to the FS Stockholder or the Existing Stockholders, as the case may be, the FS Stockholder or the Existing Stockholders, as the case may be, shall notify the other, the Additional Stockholders and the other Company Stockholders of such increase or change in terms, and each of the stockholders who was eligible to but did not elect to participate to the full extent of their rights hereunder shall have five business days from the date of receipt of the notice of such increase or change in terms to increase the number of Securities it will sell to such Third Party, and the number of shares that all other participating stockholders (including the Additional Stockholders and Other Tag- Along Rights Holders) may transfer shall be decreased proportionately if necessary. A Third Party purchaser of Securities which complies with this Section 3 shall not be subject to the obligations contained in this Section 3 with respect to future sales of their shares. The FS Stockholder shall act or the Existing Stockholders, as agent for the New Stockholders in connection with such sale and case may be, shall cause to be remitted to each New Stockholder the participating stockholders the total sales price of the Included Shares of such New Stockholder the participating stockholders sold pursuant thereto, which consideration shall be in the same form and per share amount as the consideration received by the FS Stockholder or the Existing Stockholders, as the case may be, and as specified in the applicable Initial Offer Notice, net of the New Stockholder's respective pro rata portion (based on the number total value of shares of Common Stock soldthe consideration received by such Stockholder compared to the aggregate consideration received by all Stockholders in the transaction) of the reasonable, reasonable out-of-pocket expenses incurred by the FS Stockholder in connection with such a sale (not including, however, any transaction fee charged by the FS Stockholder or its Affiliates)consummated pursuant to this Section 3. The FS Stockholder or the Existing Stockholders shall furnish, or shall cause to be furnished, such other evidence of the completion and time of completion of such sale and the terms thereof as may be reasonably requested by the New Stockholder participating stockholders including, without limitation, evidence of the expenses incurred by the FS Stockholder or the Existing Stockholders, as the case may be, in connection with such sale. If and to the extent that, at the end of 180 days following the date of the applicable Final Notice, the FS Stockholder or the Existing Stockholders, as the case may be, has not completed the sale contemplated thereby, the FS Stockholder or the Existing Stockholders, as the case may be, shall return to each the other participating New Stockholder stockholders all certificates representing the Included Shares and all powers-of-attorney which a New Stockholder the other participating stockholders may have transmitted pursuant to the terms hereof.

Consummation. The FS Stockholder FSEP IV shall have 180 days from ------------ the date of the FS ------------ Final Notice in which to sell to the Third Party the shares of Common Stock owned by the FS Stockholder FSEP IV, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, if applicable, and the Optionee Included Shares of the New Stockholders on terms which are not materially less favorable to the sellers of shares of Common Stock Shares than those specified in the applicable FS Initial Offer Notice; provided, however, that in the event -------- ------- there is a decrease in the price to -------- ------- be paid by the Third Party for the shares of Common Stock Shares to be sold from the price set forth in the FS Initial Offer Notice, which decrease is acceptable to the FS StockholderFSEP IV, or other than material change in terms which are less favorable to the FS StockholderFSEP IV, but which are acceptable to the FS StockholderFSEP IV, the FS Stockholder FSEP IV shall notify the participating New Stockholders selling Optionee of such decrease or change in terms, and each of the participating New Stockholders such Optionee shall have five business days from the date of receipt of the notice of such decrease or change in terms to reduce the number of shares of Common Stock Shares it will sell to such Third Party as previously indicated in the applicable FS Acceptance Notice Notice, and the number of shares that all other participating stockholders (including Other Tag- FS Tag-Along Rights Holders) may transfer shall be increased in accordance with the provisions of Section 2.39(b). The FS Stockholder FSEP IV shall act as agent for the New Stockholders such Optionee in connection with such sale and shall cause to be remitted to each New Stockholder such Optionee the total sales price of the Optionee Included Shares of such New Stockholder sold pursuant thereto, which consideration shall be in the same form as the consideration received by the FS Stockholder FSEP IV and as specified in the applicable FS Initial Offer Notice, net of the New Stockholdersuch Optionee's respective pro rata portion (based on the number total value of shares of Common Stock soldthe consideration received by such Optionee compared to the aggregate consideration received by all stockholders in the transaction) of the reasonable, reasonable out-of-pocket expenses incurred by the FS Stockholder in connection with such sale (not including, however, including any transaction fee charged expenses paid or payable to an affiliate of FSEP IV) incurred and paid by the FS Stockholder or its Affiliates). The FS Stockholder shall furnish, or shall cause to be furnished, such other evidence of the completion and time of completion of such sale and the terms thereof as may be reasonably requested by the New Stockholder including, without limitation, evidence of the expenses incurred by the FS Stockholder FSEP IV in connection with such sale. If and to the extent that, at the end of 180 days following the date of the FS Final Notice, the FS Stockholder FSEP IV has not completed the sale contemplated thereby, the FS Stockholder FSEP IV shall return to each participating New Stockholder such Optionee all certificates representing the Optionee Included Shares and all powers-of-attorney which a New Stockholder such Optionee may have transmitted pursuant to the terms hereofthereof.

Consummation. The FS Stockholder shall have 180 days from the ------------ the date of the Final Notice in which to sell to the Third Party the shares of Common Stock owned by the FS Stockholder and the Included Shares of the New Existing Stockholders on terms which are not materially less favorable to the sellers of shares of Common Stock than those specified in the applicable Initial Offer Notice; provided, however, that in the event there is a decrease in the price to -------- ------- be paid by the Third Party for the shares of Common Stock to be sold from the price set forth in the Initial Offer Notice, which decrease is acceptable to the FS Stockholder, or other material change in terms which are less favorable to the FS Stockholder, but which are acceptable to the FS Stockholder, the FS Stockholder shall notify the participating New Existing Stockholders of such decrease or change in terms, and each of the participating New Existing Stockholders shall have five business days from the date of receipt of the notice of such decrease or change in terms to reduce the number of shares of Common Stock it will sell to such Third Party as previously indicated in the applicable Acceptance Notice and the number of shares that all other participating stockholders (including Other Tag- Tag-Along Rights Holders) may transfer shall be increased in accordance with the provisions of Section 2.33.3. The FS Stockholder shall act as agent for the New Existing Stockholders in connection with such sale and shall cause to be remitted to each New an Existing Stockholder the total sales price of the Included Shares of such New Existing Stockholder sold pursuant thereto, which consideration shall be in the same form as the consideration received by the FS Stockholder and as specified in the applicable Initial Offer Notice, net of the New Existing Stockholder's respective pro rata portion (based on the number of shares of Common Stock sold) of the reasonable, out-of-pocket expenses incurred by the FS Stockholder in connection with such sale (not including, however, any transaction fee charged by the FS Stockholder or its Affiliates). The FS Stockholder shall furnish, or shall cause to be furnished, such other evidence of the completion and time of completion of such sale and the terms thereof as may be reasonably requested by the New Existing Stockholder including, without limitation, evidence of the expenses incurred by the FS Stockholder in connection with such sale. If and to the extent that, at the end of 180 days following the date of the Final Notice, the FS Stockholder has not completed the sale contemplated thereby, the FS Stockholder shall return to each participating New Existing Stockholder all certificates representing the Included Shares and all powers-of-attorney which a New an Existing Stockholder may have transmitted pursuant to the terms hereof.

Consummation. The FS Stockholder Entities shall have 180 days from ------------ the date of the FS Final Notice in which to sell to the Third Party the shares of Holding Common Stock owned by the FS Stockholder Entities and the Trust Included Shares of the New Stockholders on terms which are not materially less favorable to the sellers of shares of Holding Common Stock or Common Stock, as the case may be, than those specified in the applicable Initial Offer Notice; provided, however, that in the event -------- ------- there is a decrease in the price to -------- ------- be paid by the Third Party for the shares of Holding Common Stock and Common Stock to be sold from the price set forth in the FS Initial Offer Notice, which decrease is acceptable to the FS StockholderEntities, or other material change in terms which are less favorable to the FS StockholderEntities, but which are acceptable to the FS StockholderEntities, the FS Stockholder Entities shall notify the participating New Stockholders Trust of such decrease or change in terms, and each of the participating New Stockholders Trust shall have five business days from the date of receipt of the notice of such decrease or change in terms to reduce the number of shares of Common Stock it will sell to such Third Party as previously indicated in the applicable FS Acceptance Notice and the number of shares that all other participating stockholders shareholders (including Other Tag- FS Tag-Along Rights Holders) may transfer shall be increased in accordance with the provisions of Section 2.33A.3. The FS Stockholder Entities shall act as agent for the New Stockholders Trust in connection with such sale and shall cause to be remitted to each New Stockholder the Trust the total sales price of the Trust Included Shares of such New Stockholder sold pursuant thereto, which consideration shall be in the same form as the consideration received by the FS Stockholder Entities and as specified in the applicable FS Initial Offer Notice, net of the New StockholderTrust's respective pro rata portion (based on the number total value of shares of Common Stock soldthe consideration received by the Trust compared to the aggregate consideration received by all shareholders in the transaction) of the reasonable, out-of-pocket expenses (not including any expenses paid or payable to an Affiliate or Associate of the FS Entities) incurred and paid by the FS Stockholder Entities in connection with such sale (not including, however, any transaction fee charged by the FS Stockholder or its Affiliates)sale. The FS Stockholder Entities shall furnish, or shall cause to be furnished, such other evidence of the completion and time of completion of such sale and the terms thereof as may be reasonably requested by the New Stockholder Trust including, without limitation, evidence of the expenses incurred by the FS Stockholder Entities in connection with such sale. If and to the extent that, at the end of 180 days following the date of the FS Final Notice, the FS Stockholder has Entities have not completed the sale contemplated thereby, the FS Stockholder Entities shall return to each participating New Stockholder the Trust all certificates representing the Trust Included Shares and all powers-of-of- attorney which a New Stockholder the Trust may have transmitted pursuant to the terms hereof.