Common use of Procedures for Participation Clause in Contracts

Procedures for Participation. (a) The Seller shall deliver notice of the Required Sale to the Minority Investors (the "Required Sale Notice"), which shall set forth: (i) the date of such notice (the "Notice Date"), (ii) the proposed amount of consideration to be paid per share for the Common Shares (the "Sale Shares") and the other terms and conditions of payment offered by the transferee in reasonable detail, together with written proposals or agreements, if any, with respect thereto, (iv) the aggregate number of Sale Shares and (v) the proposed date of the Required Sale (the "Required Sale Date"), which shall be not less than 30 nor more than 180 days after the Notice Date. (b) The Drag-Along Sellers shall cooperate in good faith with the Seller in connection with consummating the Required Sale (including, without limitation, the giving of consents and the voting of any Capital Shares of the Company held by the Drag-Along Sellers to approve such Required Sale). On the Required Sale Date, the Drag-Along Sellers shall deliver, free and clear of all liens, claims or encumbrances, a certificate or certificates and/or other instrument or instruments for its Common Shares, duly endorsed and in proper form for transfer, with the signature guaranteed, to such transferee in the manner and at the address indicated in the Required Sale Notice and the Seller shall cause each Drag-Along Seller's share of the purchase price to be paid to such Drag-Along Seller.