Common use of Procedures for Participation Clause in Contracts

Procedures for Participation. (a) The Participation Offer shall describe the terms and conditions of the proposed Significant Sale and shall be conditioned upon (i) the consummation of the transactions contemplated in the Participation Offer with the transferee named therein and (ii) each Co-Seller's execution and delivery of all agreements and other documents as the Tag-Along Seller is required to execute and deliver in connection with such Significant Sale; provided, that such agreements and documents are reasonable and customary with respect to the Tag-Along Seller's participation. If any Co-Seller shall accept the Participation Offer, the Tag-Along Seller shall reduce, to the extent necessary, the number of Common Shares it otherwise would have sold in the proposed transfer so as to permit those Co-Sellers who have accepted the Participation Offer to sell the number of Common Shares that they are entitled to sell under this Section, and the Tag-Along Seller and such Co-Sellers shall transfer the number of Common Shares specified in the Participation Offer to the proposed transferee in accordance with the terms of such transfer as set forth in the Participation Offer; provided, however, that in no event shall any Co-Seller be entitled to sell a greater percentage of its Fully-Diluted Common Shares than the percentage of Fully-Diluted Common Shares of the Tag-Along Seller being sold by the Tag-Along Seller. (b) Within 20 days after its receipt of the Participation Offer, each Co-Seller shall deliver to the Tag-Along Seller a written notice specifying whether or not it desires to accept the Participation Offer and the number of Common Shares that each such Co-Seller desires to sell in the Participation Offer, whereupon each such Co-Seller shall be obligated to sell such Common Shares at the closing of such Significant Sale, if and when it occurs. In the event no Co-Seller duly accepts the Participation Offer within such 20-day period, the Tag-Along Seller may proceed with the proposed transaction, free of any right on the part of a Co-Seller under this Article V in respect thereof for a period of 120 days following the expiration of such 20-day period.