Common use of Consummation Clause in Contracts

Consummation. (a) At least ten (10) days prior to the consummation of a Transfer by the Selling Party described in a Transfer Notice and not before the earlier of (x) the end of the Tag Along Period and (y) the receipt by the Selling Party of a Tag Along Notice, the Selling Party shall provide written notice (a "CONSUMMATION NOTICE") to the Tagging Party stating (i) the identity of the third party transferee, (ii) the number of shares of Common Stock that such the Tagging Party will be entitled to sell to such third party pursuant to this Article V, and (iii) the date the Transfer will be consummated. At least five (5) days prior to the date of such consummation, the Tagging Party shall deliver to the Selling Party for Transfer to the third party one or more certificates, properly endorsed for Transfer, which represent the number of shares of Common Stock such Tagging Party is entitled to sell, as provided in the Consummation Notice. The certificate(s) delivered to the Selling Party by the Tagging Party shall be Transferred to the third party identified in the Consummation Notice, as part of the consummation of the Transfer of Common Stock pursuant to the terms and conditions specified in the Transfer Notice and the Consummation Notice. Upon receipt of the proceeds of the Transfer, the Selling Party shall promptly remit to the Tagging Party that portion of such proceeds to which such Tagging Party is entitled by reason of such Shareholder's participation in such Transfer together with any stock certificates for any shares not sold in the Transfer. (b) In connection with a Transfer pursuant to this Article V, the Tagging Party shall be required to make representations and warranties regarding the Common Stock or Convertible Notes that the Tagging Party proposes to Transfer (including, without limitation, the Tagging Party's ownership of and authority to Transfer such Common Stock or Convertible Notes, the absence of any liens or other encumbrances on such Common Stock or Convertible Notes, and the compliance of such Transfer with the federal and state securities laws and all other applicable laws and regulations). In addition, if the Tagging Party is a holder of more than ten percent (10%) of the outstanding Common Stock, on an as-converted basis, it shall also be required to provide customary representations and warranties regarding the Company.

Consummation. (a) At least ten (10) days prior to the consummation of a Transfer by the Selling Party ▇▇▇▇▇▇ described in a Transfer Notice and not before the earlier of (x) the end of the Tag Along Period and (y) the receipt by the Selling Party ▇▇▇▇▇▇ of a Tag Along NoticeNotice from each Shareholder, the Selling Party ▇▇▇▇▇▇ shall provide written notice (a "CONSUMMATION NOTICEConsummation Notice") to the Tagging Party each Tag Along Shareholder stating (i) the identity of the third party transferee, (ii) the number of shares of Common Stock that such the Tagging Party Tag Along Shareholder will be entitled to sell to such third party pursuant to this Article V4, and (iii) the date the Transfer will be consummated. At least five (5) days prior to the date of such consummation, the Tagging Party each Tag Along Shareholder shall deliver to the Selling Party ▇▇▇▇▇▇ for Transfer to the third party one or more certificates, properly endorsed for Transfer, which represent the number of shares of Common Stock such Tagging Party Tag Along Shareholder is entitled to sell, sell as provided in the Consummation Notice. The certificate(s) delivered to the Selling Party ▇▇▇▇▇▇ by the Tagging Party each Tag Along Shareholder shall be Transferred to the third party identified in the Consummation Notice, as part of the consummation of the Transfer of Common Stock pursuant to the terms and conditions specified in the Transfer Notice and the Consummation Notice. Upon receipt of the proceeds of the Transfer, the Selling Party ▇▇▇▇▇▇ shall promptly remit to the Tagging Party each Tag Along Shareholder that portion of such proceeds to which such Tagging Party Tag Along Shareholder is entitled by reason of such Shareholder's participation in such Transfer together with any stock certificates for any shares not sold in the Transfer. (b) In connection with a Transfer pursuant to this Article V4, the Tagging Party each Tag Along Shareholder shall be required to make representations and warranties regarding the Company and the Common Stock or Convertible Notes that the Tagging Party such Shareholder proposes to Transfer (Transfer, including, without limitationbut not limited to, the Tagging Partysuch Shareholder's ownership of and authority to Transfer such Common Stock or Convertible NotesStock, the absence of any liens or other encumbrances on such Common Stock or Convertible Notesstock, and the compliance of such Transfer with the federal and state securities laws and all other applicable laws and regulations). In addition, if the Tagging Party is a holder of more than ten percent (10%) of the outstanding Common Stock, on an as-converted basis, it shall also be required to provide customary representations and warranties regarding the Company.

Consummation. (a) At least ten (10) days prior to the consummation of a Transfer by the Selling Party described Thay▇▇ ▇▇▇cribed in a Transfer Notice and not before the earlier of (x) the end of the Tag Tag-Along Period and (y) the receipt by the Selling Party of Thay▇▇ ▇▇ a Tag Tag-Along NoticeNotice from each Shareholder, the Selling Party shall Thay▇▇ ▇▇▇ll provide written notice (a "CONSUMMATION NOTICEConsummation Notice") to the Tagging Party each Tag-Along Shareholder stating (i) the identity of the third party Third Party transferee, (ii) the number of shares of Common Stock that such the Tagging Party Tag-Along Shareholder will be entitled to sell to such third party Third Party pursuant to this Article V4, and (iii) the date the Transfer will is contemplated to be consummated. At least five (5) days prior to the date of such consummation, the Tagging Party each Tag-Along Shareholder shall deliver to the Selling Party for Thay▇▇ ▇▇▇ Transfer to the third party Third Party one or more certificates, properly endorsed for Transfer, which represent the number of shares of Common Stock such Tagging Party Tag-Along Shareholder is entitled to sell, sell as provided in the Consummation Notice. The certificate(s) delivered to the Selling Party by the Tagging Party Thay▇▇ ▇▇ each Tag-Along Shareholder shall be Transferred to the third party Third Party identified in the Consummation Notice, as part of the consummation of the Transfer of Common Stock pursuant to the terms and conditions specified in the Transfer Notice and the Consummation Notice. Upon receipt of 15 -15- the proceeds of the Transfer, the Selling Party shall Thay▇▇ ▇▇▇ll promptly remit to the Tagging Party each Tag-Along Shareholder that portion of such proceeds to which such Tagging Party Tag-Along Shareholder is entitled by reason of such Shareholder's participation in such Transfer together with any stock certificates for any shares not sold in the Transfer. (b) In connection with a Transfer pursuant to this Article V4, the Tagging Party each Tag-Along Shareholder shall be required to make representations and warranties regarding the Common Stock or Convertible Notes that the Tagging Party such Shareholder proposes to Transfer (identical to those required to be made by Thay▇▇, including, without limitationbut not limited to, the Tagging Partysuch Shareholder's ownership of and authority to Transfer such Common Stock or Convertible Notes, and the absence of any liens or other encumbrances on such stock. (c) Notwithstanding anything to the contrary contained in this Article 4, Thay▇▇ ▇▇▇ll have no liability to any Shareholder (i) if the sale of Common Stock pursuant to this Article 4 is not consummated for any reason whatsoever, or Convertible Notes, and (ii) with respect to any of the compliance terms or provisions of such Transfer with the federal and state securities laws and all other applicable laws and regulations). In addition, if the Tagging Party is a holder sale of more than ten percent (10%) of the outstanding Common Stock, on an as-converted basis, it shall also be required . Whether a sale of Common Stock to provide customary representations a Third Party pursuant to this Article 4 is effected is in the sole and warranties regarding the Companyabsolute discretion of Thay▇▇.

Consummation. (a) At least ten (10) days prior to the consummation of a Transfer by the Selling Party ▇▇▇▇▇▇ described in a Transfer Notice and not before the earlier of (x) the end of the Tag Along Period and (y) the receipt by the Selling Party ▇▇▇▇▇▇ of a Tag Along NoticeNotice from each Stockholder, the Selling Party ▇▇▇▇▇▇ shall provide written notice (a "CONSUMMATION NOTICEConsummation Notice") to the Tagging Party each Tag Along Stockholder stating (i) the identity of the third party transferee, (ii) the number of shares of Common Stock that such the Tagging Party Tag Along Stockholder will be entitled to sell to such third party pursuant to this Article VIV, and (iii) the date the Transfer will be consummated. At least five ---------- (5) days prior to the date of such consummation, the Tagging Party each Tag Along Stockholder shall deliver to the Selling Party ▇▇▇▇▇▇ for Transfer to the third party one or more certificates, properly endorsed for Transfer, which represent the number of shares of Common Stock such Tagging Party Tag Along Stockholder is entitled to sell, sell as provided in the Consummation Notice. The certificate(s) delivered to the Selling Party ▇▇▇▇▇▇ by the Tagging Party each Tag Along Stockholder shall be Transferred to the third party identified in the Consummation Notice, as part of the consummation of the Transfer of Common Stock pursuant to the terms and conditions specified in the Transfer Notice and the Consummation Notice. Upon receipt of the proceeds of the Transfer, the Selling Party ▇▇▇▇▇▇ shall promptly remit to the Tagging Party each Tag Along Stockholder that portion of such proceeds to which such Tagging Party Tag Along Stockholder is entitled by reason of such ShareholderStockholder's participation in such Transfer together with any stock certificates for any shares not sold in the Transfer. (b) In connection with a Transfer pursuant to this Article VIV, the Tagging Party each Tag Along Stockholder shall be required to make representations and warranties regarding the Common Stock or Convertible Notes that the Tagging Party such Stockholder proposes to Transfer (Transfer, including, without limitationbut not limited to, the Tagging Partysuch Stockholder's ownership of and authority to Transfer such Common Stock or Convertible NotesStock, the absence of any liens or other encumbrances on such Common Stock or Convertible Notesstock, and the compliance of such Transfer with the federal and state securities laws and all other applicable laws and regulations). In addition, if each Tag Along Stockholder who is either a director or an executive officer of the Tagging Party is a Company or the holder of more than ten five percent (105%) of the outstanding Common StockStock (other than ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, on an as-converted basis, it D. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ unless such person is then serving as a director of the Company or the Company's Chief Executive Officer or Chief Operating Officer) shall also be required to provide customary representations and warranties regarding the Company.

Consummation. (a) At least ten (10) The FS Stockholder or Ripplewood Stockholder shall ------------ have 90 days prior from the date of the Final Notice or Ripplewood Final Notice, respectively, in which to sell to the consummation Third Party the shares of Common Stock owned by the FS Stockholder or Ripplewood Stockholder and the Included Shares of the 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 FS Stockholder (in the case of a Transfer by Third Party Offer) or Ripplewood Stockholder (in the Selling case of a Ripplewood Third Party described Offer), or other material change in a Transfer Notice terms which are less favorable to the FS Stockholder or Ripplewood Stockholder, as the case may be, but which are acceptable to the FS Stockholder or Ripplewood Stockholder, as the case may be, the FS Stockholder or Ripplewood Stockholder, as the case may be, shall notify the participating Stockholders of such decrease or change in terms, and not before the earlier of (x) the end each of the Tag Along Period and (y) participating Stockholders shall have five business days from the date of receipt by the Selling Party of a Tag Along Notice, the Selling Party shall provide written notice (a "CONSUMMATION NOTICE") to the Tagging Party stating (i) the identity of the third party transferee, (ii) notice of such decrease or change in terms to reduce the number of shares of Common Stock that such the Tagging Party it will be entitled to sell to such third party pursuant 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 3.3; and provided, further, that in the event there is an -------- ------- increase in the price to this Article Vbe 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 FS Stockholder or Ripplewood Stockholder, as the case may be, the FS Stockholder or Ripplewood Stockholder, as the case may be, shall notify the other Stockholders of such increase or change in terms, and (iii) each of the date Stockholders who was eligible to but did not elect to participate to the Transfer will be consummated. At least full extent of their rights hereunder shall have five (5) business days prior to from the date of receipt of the notice of such consummation, the Tagging Party shall deliver increase or change in terms to the Selling Party for Transfer to the third party one or more certificates, properly endorsed for Transfer, which represent increase the number of shares of Common Stock it will sell to such Tagging 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 is entitled purchaser of shares of Common Stock which complies with this Section 3 shall not be subject to sellthe obligations contained in this Section 3 with respect to future sales of their shares. The FS Stockholder or Ripplewood Stockholder, as provided the case may be, shall cause to be remitted to the participating Stockholders the total sales price of the Included Shares of the participating Stockholders sold pursuant thereto, which consideration shall be in the Consummation Notice. The certificate(s) delivered to same form and per share amount as the Selling Party consideration received by the Tagging Party shall be Transferred to FS Stockholder or Ripplewood Stockholder, as the third party identified case may be, and as specified in the Consummation Initial Offer Notice (or Ripplewood Initial Offer Notice, as part applicable), net (i) in an exercise of Tag-Along Rights by an Existing Stockholder, of the consummation reasonable, incremental out- of-pocket expenses incurred by the FS Stockholder in connection with such sale as a result of the Transfer Existing Stockholders' participation therein or (ii) in an exercise of Common Stock pursuant Tag-Along Rights by the Ripplewood Stockholder or the FS Stockholder, of the pro rata portion (based on the number of Voting Securities included by each Stockholder compared to the terms and conditions specified aggregate number of Voting Securities included in the Transfer Notice and the Consummation Notice. Upon receipt such sale) of the proceeds of the Transfer, the Selling Party shall promptly remit to the Tagging Party that portion of such proceeds to which such Tagging Party is entitled by reason of such Shareholder's participation reasonable out-of-pocket expenses incurred in such Transfer together with any stock certificates for any shares not sold in the Transfer. (b) In connection with a Transfer sale consummated pursuant to this Article VSection 3. The FS Stockholder or Ripplewood Stockholder shall furnish, or shall cause to be furnished, such other evidence of the Tagging Party shall completion and time of completion of such sale and the terms thereof as may be required to make representations and warranties regarding reasonably requested by the Common Stock or Convertible Notes that the Tagging Party proposes to Transfer (participating Stockholders including, without limitation, evidence of the Tagging Party's ownership expenses incurred by the 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 and authority to Transfer such Common Stock 90 days following the date of the Final Notice (or Convertible NotesRipplewood Final Notice, as applicable), the absence of any liens FS Stockholder or other encumbrances on such Common Stock Ripplewood Stockholder, as the case may be, has not completed the sale contemplated thereby, the FS Stockholder or Convertible NotesRipplewood Stockholder, and as the compliance of such Transfer with case may be, shall return to the federal and state securities laws participating Stockholders all certificates representing the Included Shares and all other applicable laws and regulations). In addition, if powers-of-attorney which the Tagging Party is a holder of more than ten percent (10%) of participating Stockholders may have transmitted pursuant to the outstanding Common Stock, on an as-converted basis, it shall also be required to provide customary representations and warranties regarding the Companyterms hereof.