Right of Inclusion Clause Samples

Right of Inclusion. (a) If (i) a Shareholder (considering the Gellein Trust and the ▇. ▇▇▇▇▇▇▇ Trust as a single Shareholder for purposes of this Section 4.2), which, at the time, owns an aggregate of at least 20% of the outstanding shares of Common Stock, proposes to sell more than 50% of its shares of Common Stock in a single transaction or a series of related transactions (other than one or more underwritten public offerings) to a Transferee, and (ii) the Shareholders do not elect to exercise their rights, if any, under Section 4.1, then such Shareholder shall deliver to Grantee, and Grantee's Affiliates who or which hold all or a portion of the Option, a written notice setting forth the consideration per share of Common Stock to be paid by such Transferee and the other terms and conditions of such proposed disposition. Grantee, and Grantee's Affiliates, if any, who or which hold all or a portion of the Option, shall be entitled to participate in such proposed disposition by requiring Shareholder to cause Transferee to purchase that number of Option Shares equal to the Included Shares and to receive, in connection with such proposed disposition, an amount equal to the total sales price of the Included Shares, less the sum of the Exercise Price thereof and any applicable foreign, Federal, State or local withholding taxes attributable to the transactions described in Section 4.2(a). (b) If Grantee, or any of Grantee's Affiliates described above, elects so to participate, Grantee and any such Affiliate shall so notify the relevant Shareholder within five business days after receipt of such Shareholder's notice. Grantee's election shall constitute a deemed exercise of the Option with respect to the Included Shares and authorization for the Shareholder to dispose of the Included Shares on behalf of Grantee and any such Affiliate to Transferee for the same consideration per Share and otherwise on the same terms and conditions upon which the Shareholder effects the disposition of its shares of Common Stock. Grantee agrees that the Company may take such actions as are necessary to comply with the wage withholding provisions of any applicable foreign, Federal, State or local income tax laws in connection with the transactions described in this Section 4.2(a). (c) Promptly after the consummation of the disposition of the Included Shares pursuant to this Section 4.2 (but in no event later than three business days following receipt by the Shareholder of consideration from the Transfer...

Right of Inclusion. Right of First Refusal. Prior to the earlier of (a) the tenth anniversary of the Closing Date or (b) a Public Distribution, notwithstanding any written consent of EMC required pursuant to Section 8(a) hereof, if you (or any of your Permitted Transferees) shall have received a bona fide offer in writing from a Third Party (the "Third Party Offer") to purchase any Shares owned by you (or any of your Permitted Transferees), which offer you (or any of your Permitted Transferees) desire (or desires) to accept, and you (or any of your Permitted Transferees) are otherwise permitted to sell such shares, then (unless such transfer shall be in a Public Offering in accordance with Section 6 of the Stockholders Agreement) your (or any of your Permitted Transferees') right to accept the Third Party Offer and to sell the shares covered thereby shall be subject to the rights of inclusion and rights of first refusal contained in Section 7 of the Stockholders Agreement; provided, that you (or any of your Permitted Transferees) may not transfer any Shares owned by you (or any of your Permitted Transferees) to a Third Party pursuant to Section 7 of the Stockholders Agreement other than for cash or promissory notes or both cash and promissory notes. You agree that you will not transfer, or seek EMC's consent to permit you to transfer, any Shares owned by you to a Person whom you know, or after reasonable inquiry should know, has been convicted of a felony which, due to its nature or notoriety, reflects or would reflect adversely upon EMC or any subsidiary thereof or which has resulted in the incarceration of such Person for 30 days or more (unless such conviction is reversed in any final appeal thereof). Notwithstanding anything herein contained to the contrary, you (or any

Right of Inclusion. The FS Stockholder agrees not to sell ------------------ all or any portion of the shares of Common Stock it holds to any Person (individually, a "Third Party" and, collectively, "Third Parties") unless each of the New Stockholders is given an opportunity to sell to the Third Party such number of shares of Common Stock owned by such New Stockholder as is determined in accordance with Subsection 2.3 of this Section 2; provided, however, that the -------- ------- New Stockholders shall have no rights pursuant to this Section 2 with respect to sales or other transfers by the FS Stockholder of Common Stock to any Permitted Transferee of the FS Stockholder; and provided further, that the rights of such -------- -------- New Stockholders pursuant to this Section 2 are subject to Section 10 of this Agreement.

Right of Inclusion. FSEP IV agrees not to (i) sell all or any ------------------ portion of the shares of Common Stock of the Company it holds (the "FS SHARES") to any person that is not an affiliate of FSEP IV (individually, a "THIRD PARTY" and, collectively, "THIRD PARTIES") or (ii) exercise its rights of inclusion with respect to any shares of the Company's Common Stock transferred by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ to a Third Party, unless each Stockholder is given an opportunity to sell to the Third Party such number of Shares owned by such Stockholder as is determined in accordance with Section 5.4(c).

Right of Inclusion. (a) The FS Stockholder agrees not to Transfer (as defined in Section 5.1) all or any portion of the shares of Common Stock it holds to any Person (individually, a "Third Party" and, collectively, "Third Parties") unless the Ripplewood Stockholder and each Existing Stockholder are given an opportunity to sell to the Third Party such number of shares of Common Stock owned by the Ripplewood Stockholder and such Existing Stockholder as is determined in accordance with Subsection 3.3 of this Section 3; provided, -------- however, that the Ripplewood Stockholder and the Existing Stockholders shall ------- have no rights pursuant to this Section 3 with respect to Transfers by the FS Stockholder or a Permitted Transferee of the FS Stockholder of Common Stock to (i) any Permitted Transferee of the FS Stockholder or Permitted Transferees of such Permitted Transferee (except Transfers either to an Unaffiliated Permitted Transferee (x) more than one year after the date hereof or (y) within one year of the date hereof if after such Transfer, FS Stockholder would own less than 50% of the Common Stock or would have granted any approval rights over major corporate transactions or would have transferred rights not in compliance with this Agreement) or (ii) to any limited or general partner or employee of the FS Stockholder or any Permitted Transferee of the FS Stockholder (unless such Transfer in the case of clause (ii) would result in the FS Stockholder and its Affiliates ceasing to continue to nominate a majority of the Board of Directors). (b) The Ripplewood Stockholder agrees not to Transfer (as defined in Section 5.1) all or any portion of the shares of common stock it holds to any third party unless the FS Stockholder is given an opportunity to sell to the third party such number of shares of Common Stock owned by the FS Stockholder as is determined in accordance with subsection 3.3 of this

Right of Inclusion. Each of the FS Entities agrees not ------------------ to sell all or any portion of the shares of Holding Common Stock it holds to any Person (individually, a "Third Party" and, collectively, "Third Parties") unless the Trust is given an opportunity to sell to the Third Party such number of shares of Common Stock owned by the Trust as is determined in accordance with Section 3A.3; provided, however, that the Trust shall have no rights pursuant to -------- ------- this Section 3A with respect to sales or other transfers by the FS Entities of Holding Common Stock to any Permitted Transferee of the FS Entities; provided, -------- further, that any such Permitted Transferee of an FS Entity described in clause ------- (y) (i) of the definition of Permitted Transferee executes a written undertaking to be and becomes bound by this Agreement in the same manner and to the same extent as the transferring party.

Right of Inclusion. Seller represents to Buyer that as of the date of this Agreement Seller has not granted to any party rights to require Seller to register under the Securities Act of 1933, as amended (the "Act"), securities issued by Seller ("registration rights"). Buyer acknowledges that the contemplated transaction with Antinori Software, Inc., as disclosed on Schedule 3(b), likely will involve the grant of registration rights to one or more of the former shareholders of Antinori Software, Inc. Seller hereby grants Buyer the right to have included, in each registration under the Act of common stock (of any class) of Seller resulting from the exercise of contractual registration rights granted to such former shareholders, or to any other party, Buyer's proportionate share of such common stock; provided, however, that in order to exercise the foregoing right Buyer must first agree in writing to abide by all terms and conditions of such contractual registration rights regarding the inclusion of shares in such registration, so that to the greatest extent practical Buyer's foregoing right of inclusion is PARI PASSU with, but not superior or subordinate to, provisions regarding the inclusion of shares in the exercise of such contractual registration rights. Without limiting the foregoing, such terms and conditions may include provisions regarding Buyer's agreement to enter into an underwriting agreement in respect of any underwritten offering of Buyer's shares, indemnify the underwriters thereof, accept the

Right of Inclusion. (a) From and after the date of this Agreement, should SatixFy receive a bona fide written proposal for the sale of (i) SatixFy, (ii) any of its Affiliates who are involved in any material respect in the research, development, design, manufacturing, delivery or commercialization of Products or the integration of Products with MDA’s products (such Affiliate, a “Relevant Affiliate”) (which, in the case of (i) and (ii) would upon consummation thereof result in a Change of Control (as defined in the MPA) in SatixFy or the Relevant Affiliate) or (iii) a material portion of SatixFy’s or a Relevant Affiliate’s assets outside the Ordinary Course, or should a proposal to acquire SatixFy be publicly announced (whether by share sale, asset sale, tender offer, merger, amalgamation, arrangement, business combination or other similar agreement) (together, an “Acquisition Proposal”) SatixFy shall notify MDA of such Acquisition Proposal (an “Acquisition Notice”) prior to SatixFy’s entry into a definitive agreement with respect to such Acquisition Proposal and describe in such Acquisition Notice the material terms and conditions of the Acquisition Proposal. (b) To the extent that the Acquisition Proposal pertains to (a) assets of SatixFy and/or one or more of its Affiliates that, individually or in the aggregate, constitute [***]% or more of the consolidated assets of SatixFy and its Affiliates or that contribute [***]% or more of the consolidated revenue or net income of SatixFy and its Affiliates, (b) assets of SatixFy and/or one or more of its Affiliates that are related to the Products or that the sale of which would materially affect the ability of SatixFy and its Affiliates to research, develop, design, manufacture, deliver or commercialize the Products, or (c) [***]% or more of any voting or equity securities of SatixFy or any of its Affiliates (including securities convertible into or exercisable or exchangeable for such voting or equity securities) that, individually or in the aggregate, constitute [***]% or more of the consolidated assets of SatixFy and its Affiliates or that contribute [***]% or more of the consolidated revenue or net income of SatixFy and its Affiliates (such Acquisition Proposals, in each case, except for any tender, offer, exchange offer or other arrangement to which SatixFy is not a party, each a “Business Sale”), SatixFy shall, prior to entering into any agreement with a party proposing a Business Sale (a “Potential Purchaser”), permit MDA (...

Right of Inclusion. From and after July 23, 1998, Bown▇ ▇▇▇ Globix shall have the following rights in the event that the Current Shareholders, or any one or more of them, wishes, directly or indirectly, to sell, transfer, assign or otherwise dispose of any of his or her shares of Common Stock (a "Transfer") to any third party other than to his or her spouse or children who become a party to this Agreement and assume the Current Shareholders' obligations hereunder. Such rights will apply to any shares of Common Stock owned by the Current Shareholders on July 23, 1998 and any shares they may acquire hereafter by way of a stock split, stock dividend, reverse stock split, recapitalization, reorganization, merger, consolidation or the like (the "Owned Securities"). Such rights shall be in addition to, and not in lieu of, all other rights set forth in this Agreement and are on the following terms: