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
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Sources: Stockholders Agreement (Laralev Inc)
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 Sears Stockholder, 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 Sears Stockholder, the Ripplewood Stockholder and such Existing Stockholder as is determined in accordance with Subsection 3.3 of this Section 3; provided, -------- however, that the Sears Stockholder, 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 prior to one year of after the date hereof if after such Transfer, FS Stockholder would own less than 5025% 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 in a transaction constituting either (unless such Transfer in the case x) a distribution or (y) on isolated sale of clause (ii) would result in the FS Stockholder and its Affiliates ceasing to continue to nominate a majority less than 5% of the Board of Directors)Common Stock for employment incentive purposes.
(b) The Sears 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 FS Stockholder, 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 FS Stockholder, the Ripplewood Stockholder and such Existing Stockholder as is determined in accordance with Subsection 3.3 of this Section 3; provided, -------- however, that the FS Stockholder, the Ripplewood Stockholder and ------- the Existing Stockholders shall have no rights pursuant to this Section 3 with respect to Transfers by the Sears Stockholder or a Permitted Transferee of the Sears Stockholder of Common Stock to any Permitted Transferee of the Sears Stockholder or Permitted Transferees of such Permitted Transferee.
(c) 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 thisthis Section 3; provided, however, that the FS Stockholder shall have no rights pursuant to the Section 3 with respect to Transfers by the Ripplewood Stockholder to any Permitted Transferee of the Ripplewood Stockholder. To the extent the FS Stockholder exercises its rights under this Section 3.1(c), the Existing Stockholders and Sears Stockholder shall thereupon have the rights described in Section 3.1(a).
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