Common use of Right to Compel Participation in Certain Transfers Clause in Contracts

Right to Compel Participation in Certain Transfers. (a) If (i) the THL Entities propose to Transfer not less than 50% of their Initial Ownership of Common Stock to a Third Party in a bona fide sale or (ii) the THL Entities propose a Transfer in which the shares of Common Stock to be Transferred by Shareholders constitute more than 50% of the outstanding shares of Common Stock (a "Drag-Along Sale"), THL may at its option require all Shareholders to sell all Equity Securities proposed to be sold therein ("Drag-Along Rights") then held by every Non-THL Shareholder, and (subject to and at the closing of the Drag-Along Sale) to compel to exercise all, but not less than all, of the Derivatives (whether then vested or unvested) held by every Non-THL Shareholder and to sell all of the Shares received upon such exercise to such Third Party, for the same

Right to Compel Participation in Certain Transfers. (a) If (i) the THL Entities propose to Transfer not less than 50% of their Initial Ownership of Common Stock to a Third Party in a bona fide sale or (ii) the THL Entities propose a Transfer in which the shares of Common Stock to be Transferred by Shareholders constitute more than 50% of the outstanding shares of Common Stock (a "Drag-Along Sale"), THL may at its option require all Shareholders to sell all Equity Securities proposed to be sold therein ("Drag-Along Rights") then held by every Non-THL Shareholder, and (subject to and at the closing of the Drag-Along Sale) to compel to exercise all, but not less than all, of the Derivatives (whether then vested or unvested) held by every Non-THL Shareholder and to sell all of the Shares received upon such exercise to such Third Party, for the samewhether