EXHIBIT 10.33
MANAGEMENT MEMBERS AGREEMENT
CONCERNING
NALCO LLC
DATED AS OF JUNE 11, 2004.
This MANAGEMENT MEMBERS AGREEMENT (the "Agreement") dated as
of June 11, 2004 by and among Nalco LLC (the "Company"), a Delaware
limited
liability company and the Persons who are or after the date hereof
become
signatories hereto (the "Management Members").
RECITALS
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WHEREAS, the Company is governed by that certain Second
Amended and Restated Limited Liability Company Operating Agreement
(the "LLC
Agreement") dated as of May 17, 2004.
WHEREAS, the Management Members will be providing services to
the Company or its Affiliates.
WHEREAS, each Management Member will subscribe for and acquire
from the Company, and the Company will issue and sell to each
Management Member,
the Company's Class A Units (the "Class A Units"), Class B Units
(the "Class B
Units"), Class C Units (the "Class C Units") and Class D Units (the
"Class D
Units"; collectively with the Class A Units, the Class B Units and
the Class C
Units, the "Units"), in each case in the amounts set forth on
Schedule A to the
LLC Agreement, as the same may be amended from time to time;
WHEREAS, it is a condition to the sale of the Units that the
Management Members enter into this Agreement;
WHEREAS, the Management Members will enter into the
Registration Rights Agreement; and
NOW, THEREFORE, in consideration of the mutual covenants
contained herein and other good and valuable consideration, the
receipt and
sufficiency of which are hereby acknowledged, the parties to this
Agreement
hereby agree as follows:
Management Members' Representations, Warranties and Agreements
(jjj) Units Unregistered. Each Management Member acknowledges
and represents that such Management Member has been advised by the
Company that:
(A)
the offer and sale of the Units have not been
registered under the 1933 Act;
(B)
the Units must be held and the Management Member must
continue to bear the economic risk of the investment in
the Units unless the offer and sale of such Units are
subsequently registered under the 1933 Act and all
applicable state securities laws or an exemption from
such registration is available and the Units may never
be so registered;
(C)
there is no established market for the Units and it is
not anticipated that there will be any public market
for the Units in the foreseeable future;
(D)
a restrictive legend in the form set forth below shall
be placed on the certificates representing the Units:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE
ORIGINALLY ISSUED ON ______________, HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN
EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES
REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN
TRANSFER AND OTHER RESTRICTIONS SET FORTH IN THE LIMITED
LIABILITY COMPANY AGREEMENT, DATED AS OF MAY 17, 2004 AMONG
NALCO LLC AND CERTAIN OF ITS MEMBERS, THE MANAGEMENT MEMBERS
AGREEMENT, DATED AS OF JUNE 11, 2004 AMONG NALCO LLC AND
CERTAIN MANAGEMENT MEMBERS NAMED THEREIN, THE REGISTRATION
RIGHTS AGREEMENT AMONG NALCO LLC AND CERTAIN OF ITS MEMBERS
AND, AMONG OTHER THINGS, MAY NOT BE OFFERED OR SOLD EXCEPT
IN COMPLIANCE WITH SUCH TRANSFER RESTRICTIONS. COPIES OF
SUCH LIMITED LIABILITY COMPANY AGREEMENT, SUCH MANAGEMENT
MEMBERS AGREEMENTS AND SUCH REGISTRATION RIGHTS AGREEMENT
ARE ON FILE WITH THE SECRETARY OF THE LIMITED LIABILITY
COMPANY AND ARE AVAILABLE WITHOUT CHARGE UPON WRITTEN
REQUEST THEREFOR. THE HOLDER OF THIS CERTIFICATE, BY
ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF
THE APPLICABLE PROVISIONS OF THE AFORESAID AGREEMENTS.";
(E)
a restrictive legend in the form set forth below shall
be placed on the certificates representing the Units
held by Georgia residents:
"THESE SECURITIES HAVE BEEN ISSUED OR SOLD IN RELIANCE
ON PARAGRAPH 13 OF CODE SECTION 10-5-9 OF THE "GEORGIA
SECURITIES ACT OF 1973," AND MAY NOT BE SOLD OR TRANSFERRED
EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT OR
PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT." and
(F)
a notation shall be made in the appropriate records of
the Company indicating that the Units are subject to
restrictions on transfer and, if the Company should at
some time in the future engage the services of a
securities transfer agent, appropriate stop-transfer
instructions may be issued to such transfer agent with
respect to the Units.
(kkk) Additional Investment Representations. Each Management
Member represents and warrants that:
(A)
the Management Member's financial situation is such that
such Management Member can afford to bear the economic risk
of holding the Units for an indefinite period of time, has
adequate means for providing for the Management Member's
current needs and personal contingencies, and can afford to
suffer a complete loss of the Management Member's investment
in the Units;
(B)
the Management Member's knowledge and experience in
financial and business matters are such that the Management
Member is capable of evaluating the merits and risks of the
investment in the Units;
(C)
the Management Member understands that the Units are a
speculative investment which involves a high degree of risk
of loss of Management Member's investment therein, there are
substantial restrictions on the transferability of the Units
and, on the date on which such Management Member acquires
such Units and for an indefinite period following such date,
there will be no public market for the Units and,
accordingly, it may not be possible for the Management
Member to liquidate the Management Member's investment
including in case of emergency, if at all;
(D)
the terms of this Agreement provide that if the Management
Member ceases to provide services to the Company and its
Affiliates, the Company and its Affiliates have the right to
repurchase the Units at a price which may be less than the
Fair Market Value thereof;
(E)
the Management Member understands and has taken cognizance
of all the risk factors related to the purchase of the Units
and, other than as set forth in this Agreement, no
representations or warranties have been made to the
Management Member or Management Member's representatives
concerning the Units, the Company, the Subsidiaries or their
respective prospects or other matters;
(F)
the Management Member has been given the opportunity to
examine all documents and to ask questions of, and to
receive answers from, the Company and its representatives
concerning the Company and its subsidiaries, the acquisition
of Nalco Company and certain Subsidiaries of Nalco
International S.A.S. by subsidiaries of the Company, the LLC
Agreement, the Company's organizational documents and the
terms and conditions of the purchase of the Units and to
obtain any additional information which the Management
Member deems necessary; and
(G)
all information which the Management Member has provided to
the Company and the Company's representatives concerning the
Management Member and the Management Member's financial
position is complete and correct as of the date of this
Agreement.
(lll) Section 83(b) Election. Within 30 days after purchasing
any Units (other than Class A Units), each Management Member may
make an
election with the Internal Revenue Service ("IRS") under Section
83(b) of the
Internal Revenue Code of 1986, as amended, and the regulations
promulgated
thereunder (an "83(b) Election") in the form of Exhibit A attached
hereto (any
Units with respect to which such an election is properly made,
"Electing
Units"). Each Management Member shall submit any such election to
the IRS within
30 calendar days after purchasing the Units and shall promptly send
a copy to
the Company. Management Members holding Electing Units shall use an
accounting
firm selected and paid for by the Company or a Subsidiary to file
and handle all
matters relating to their 2004, 2005 and 2006 personal income tax
returns.
Management Members holding Electing Units shall for all tax
reporting purposes
use the Units valuation prepared by the Company's third party
valuation firm in
connection with the issuance of such Units. To the extent that a
Management
Member does not make an 83(b) Election with respect to any Units
(other than
Class A Units) and such Management Member is subject to ordinary
income and
withholding taxes upon the vesting of such Units (the "Vesting
Units") the
Management Member will be required to pay, in cash, to the Company
an amount
equal to such withholding taxes, as determined by the Company in
good faith. To
the extent that the withholding taxes, with respect to the Vesting
Units, are
not paid to the Company within five days following a request from
the Company to
pay such withholding taxes, the Management Member will forfeit,
without the
payment of consideration, the Vesting Units.
Section 1.04. Contingent Loan. A Management Member shall,
subject to the conditions set forth on Exhibit B, be entitled to a
loan from the
Company on the terms set forth on Exhibit B with respect to any
Electing Units.
Section 1.05. Contingent Bonus. The Company shall cause one of
its Subsidiaries to pay a bonus to Management Members in the
circumstances set
forth in Exhibit C.
Transfers; Acceleration
(mmm) Transfer. (iv) Until the occurrence of a Qualified IPO,
except as required by law, no Management Member may directly or
indirectly,
sell, contract to sell, give, assign, hypothecate, pledge,
encumber, grant a
security interest in, offer, sell any option or contract to
purchase, purchase
any option or contract to sell, grant any option, right or warrant
to purchase,
lend, or otherwise transfer or dispose of any economic, voting or
other rights
in or to (collectively, "Transfer") any Units except pursuant to
(i) Article XI
of the LLC Agreement, (ii) Sections 2.02 or 2.04 hereof or (iii) a
Transfer to a
Manager Permitted Transferee (each a "Permitted Transfer").
(A) Following a Qualified IPO and the expiration of any
underwriter or Company "lock-up" period (as provided for in
Section 4(a) of the Registration Rights Agreement or
otherwise) applicable to such Qualified IPO, each Management
Member may only Transfer its Units pursuant to (i) a
Permitted Transfer, (ii) a Transfer pursuant to Section
2.03, (iii) a Transfer in accordance with the Registration
Rights Agreement or (iv) a Transfer conducted in accordance
with the requirements of Rule 144 promulgated under the 1933
Act; provided, that no Management Member
shall make a Transfer pursuant to this clause (iv) without
the Company's prior, written approval.
(B) No Transfer by any Management Member may be made
pursuant to this Article II unless (i) the transferee has
agreed in writing to be bound by the terms and conditions of
this Agreement and the LLC Agreement (other than if the
Transfer is conducted in accordance with the Registration
Rights Agreement or the requirements of Rule 144 promulgated
under the 1933 Act), (ii) the Transfer complies in all
respects with the applicable provisions of this Agreement,
(iii) the Transfer complies in all respects with applicable
federal and state securities laws, including the 1933 Act
and (iv) the Transfer is made in compliance with all
applicable Company policies and restrictions (including any
trading "window periods" or other policies regulating
insider trading); provided, that the conditions to Transfer
described in clause (i) above shall not -------- apply to a
Transfer pursuant Article XI of the LLC Agreement or
Sections 2.02, 2.03 or 2.04 hereof.
(d) No Transfer by any Management Member may be made pursuant
to this Article II (except pursuant to an effective registration
statement under
the 1933 Act) unless and until such Management Member has first
delivered to the
Company an opinion of counsel (reasonably acceptable in form and
substance to
the Company) that neither registration nor qualification under the
1933 Act and
applicable state securities laws is required in connection with
such Transfer.
(e) No Management Member may Transfer Accelerated Vesting C/D
Units prior to the one-year anniversary of the date on which they
became
Accelerated Vesting C/D Units following a Sponsor Sell-Down.
(nnn) Call Option. (a) If a Management Member's Services to
the Company or any Subsidiary terminate for any of the reasons set
forth in
clauses (i), (ii) or (iii) below (each such event a "Termination
Event"), the
Company shall have the right but not the obligation to purchase,
from time to
time after such termination of Services (x) in the case of any
Unvested Unit,
for a period of 120 days (subject to extension as provided below)
immediately
following the date of the Termination Event and (y) in the case of
any Class A
Unit or Vested Unit, for a period of 60 days (subject to extension
as provided
below) immediately following the later of (A) the date of the
Termination Event
and (B) the date that is six (6) months and one day after the date
on which such
Management Members' Unit became a Vested Unit or after the date on
which such
Management Member acquired such Class A Unit (the later of (A) and
(B), the
"First Purchase Date"), and such Management Member shall be
required to sell to
the Company, any or all of such Units then held by such Management
Member (it
being understood that if Units of any class subject to repurchase
hereunder may
be repurchased at different prices, the Company, at its sole
discretion, may
elect to repurchase all or any portion of the Units of such class,
including
purchasing only such lower priced Units), at a price per Unit equal
to the
applicable purchase price determined pursuant to Section 2.02(c):
(1) if such Management Member's Service with the
Company and its Subsidiaries is terminated due to the
Disability or death of the Management Member;
(2) if such Management Member's Service with the
Company and its Subsidiaries is terminated by the Company
and its Subsidiaries without Cause or by the Management
Member for any reason;
(3) if such Management Member's Service with the
Company and its Subsidiaries is terminated by the Company or
any of its Subsidiaries for Cause.
Any Unvested Units purchased by the Company shall be
canceled.
(b) If on the 61st day following (x) in the case of Class A
Units, the date of the Termination Event and (y) in the case of
Vested Units,
the First Purchase Date, the Company has not purchased all of a
terminated
Management Member's Units, and the Company has not opted to extend
its 60 day
election period pursuant to Section 2.02(d), the Company shall on
or before the
61st day provide written notice to the Investor Groups of (i) its
decision not
to purchase some or all of such Units and (ii) the number of such
Management
Member's Eligible Units (defined below) which the Company did not
purchase, and
the Investor Groups shall have the right to purchase and such
Management Member
shall be required to sell to the Investor Group(s), any or all of
the Class A
and Vested Units (the "Eligible Units") then held by such
Management Member at a
price per Unit equal to the applicable purchase price determined
pursuant to
Section 2.02(c). The Investor Groups' rights to purchase such
Eligible Units and
each Management Member's corresponding obligation to sell such
Eligible Units
shall terminate on the 120th day following (x) in the case of Class
A Units, the
date of the Termination Event and (y) in the case of Vested Units,
the First
Purchase Date. Upon receipt of the written notice described above,
each Investor
Group desiring to purchase Units shall within 45 days of receipt of
the
Company's notice provide written notice to the Company, specifying
that such
Investor Group is willing to purchase either (i) its pro rata share
of the
Eligible Units (based upon the number of Units held by such
Investor Group
relative to the total number of Units held by all of the Investor
Groups), (ii)
a number of Eligible Units less than such Investor Group's pro rata
share, or
(iii) any and all Units available to be purchased; provided, that
the Investor
Groups shall, as much as reasonably practicable, consult with each
other and
coordinate the exercise of rights such that all Eligible Units are
elected to be
purchased. Upon receipt of the Investor Groups' respective notices,
the Company
will notify the Management Member of the Investor Group(s)'
elections and the
Management Member will be obligated to sell (x) to the Investor
Groups making
elections described in clauses (i) and (ii) of the preceding
sentence, the
number of Eligible Units elected to be purchased by such Investor
Groups and (y)
all remaining Eligible Units, if any, to the Investor Groups making
the election
described in clause (iii) of the preceding sentence to such
Investor Group(s) on
a pro rata basis (based upon the number of Units held by such
Investor Group
relative to the total number of Units held by all of the Investor
Groups making
such election), but in no event more that any such Investor Groups
elected to
purchase.
(c) In the event of a purchase by the Company pursuant to
Section 2.02(a) and/or the Investor Group(s) pursuant to Section
2.02(b) (each a
"Units Buyer"), the purchase price shall be:
(i) in the case of a Termination Event specified in Section
2.02(a)(i) or 2.02(a)(ii):
(x) for Class A Units and Vested Units, a price per
Unit equal to the most recently determined Fair
Market Value; and
(y) for Unvested Units, a price per Unit equal to the
lesser of (1) the most recently determined Fair
Market Value and (2) Cost.
(ii) in the case of a Termination Event specified in Section
2.02(a)(iii), for Class A Units, Vested Units and Unvested Units, a
price per Unit equal to the lesser of (1) Fair Market Value and (2)
Cost.
(d) The Units Buyer may pay the purchase price for such Units
(i) by delivery of funds deposited into an account designated by
the Management
Member, a bank cashier's check, a certified check or a company
check of the
Units Buyer for the purchase price; (ii) if the Units Buyer is the
Company and
is prohibited from paying cash by financing or liquidity
constraints and is
unable to pay the purchase price as provided in clause (iii), by
delaying the
exercise of the purchase right described under Section 2.02(a)
until the earlier
of (x) when the financing restrictions lapse and (y) when the
Company is able to
pay the purchase price as provided in clause (iii); or (iii) if the
Units Buyer
is the Company and has the right to purchase such Units during the
period
following a Qualified IPO (including in respect of a purchase that
was delayed
pursuant to clause (ii)), by delivery of a number of shares of
Issuer Common
Stock determined by dividing (A) the aggregate purchase price of
the Units being
sold by such Management Member by (B) the Public Share FMV as of
the close of
trading on the trading day immediately prior to the delivery
thereof to the
Management Member. Notwithstanding anything to the contrary in this
Agreement,
the Units Buyer may deduct and withhold from the amounts otherwise
payable
pursuant to this Agreement such amounts as necessary to comply with
the Internal
Revenue Code of 1986, as amended (the "Code"), or any other
provision of
applicable law, with respect to the making of such payment.
(e) Notwithstanding anything to the contrary elsewhere herein,
the Company shall not be obligated to purchase any Units at any
time pursuant to
this Section 2.02, regardless of whether it has delivered a notice
of its
election to purchase any such Units, (i) to the extent that (A) the
purchase of
such Units (together with any other purchases of Units pursuant to
Sections 2.02
or 2.03 hereof, or pursuant to similar provisions in any other
agreements with
other investors of which the Company has at such time been given or
has given
notice) or (B) in the event of an election to purchase such Units
with shares of
Issuer Common Stock, the issuance of such shares by the IPO Entity,
the purchase
of such shares by the Company or the distribution of such shares to
the
Management Member would result (x) in a violation of any law,
statute, rule,
regulation, policy, order, writ, injunction, decree or judgment
promulgated or
entered by any governmental authority applicable to the Company or
any of its
Subsidiaries or any of its or their assets (including any
unavailability of a
registration statement or exemption from registration necessary to
allow
delivery of shares of Issuer Common Stock to the Management
Member), (y) after
giving effect thereto (including any dividends or other
distributions or loans
from a Subsidiary of the Company to the Company in connection
therewith), in a
Financing Default or (z) in the Company being required to disgorge
any profit to
the IPO Entity pursuant to Section 16(b) of the 1934 Act, (ii) if
immediately
prior to such purchase of Units, issuance of Issuer Common Stock or
purchase of
shares of Issuer Common Stock, as the case may be, there exists a
Financing
Default which prohibits such issuance or purchase (including any
dividends or
other distributions or loans from a Subsidiary of the Company to
the Company in
connection therewith), or (iii) if the Company does not have funds
available to
effect such purchase of Units or Issuer Common Stock. The Company
shall within
30 days of learning of any such fact so
notify the Management Member that it is not obligated to purchase
such Units and
has deferred its right to make such purchase until such violation,
potential
liability under the 1933 Act or 1934 Act, Financing Default or
unavailability of
funds would not result therefrom or has ceased. The Company agrees
to use
commercially reasonable efforts to cure any such Financing Default
that is
curable. To the extent that, pursuant to this Section 2.02(e), the
Company is
not obligated to pay for a Management Member's Units in accordance
with one of
the payment methods described in the first sentence of Section
2.02(d), the
Company shall, except as otherwise permitted by this Section
2.02(e), be
required to pay for such Units pursuant to an alternate method of
payment
described in the first sentence of Section 2.02(d).
(f) Notwithstanding anything to the contrary contained in this
Section 2.02, any Units which the Company has elected to purchase
from a
Management Member, but which in accordance with Section 2.02(e) are
not
purchased at the applicable time provided in this Section 2.02,
shall be
purchased by the Company on the tenth Business Day after such date
or dates that
it is no longer permitted to defer purchasing such Units under
Section 2.02(e),
and the Company shall give such Management Member five Business
Days prior
notice of any such purchase.
(OOO) Put Right. (a) Subject to the Call Right described in
Section 2.02, following a Qualified IPO and for so long as no
Termination Event
pursuant to Section 2.02(a)(iii) shall have occurred with respect
to a
Management Member, such Management Member shall have the right, but
not the
obligation, to sell (the "Put Right") beginning on the later of (i)
in the case
of Class A Units and Equity Units that were Vested Units on the
date of
consummation of the Qualified IPO, the later of (x) the first date
immediately
following the expiration of any Company or underwriter "lock-up"
period
applicable to such Qualified IPO and (y) the date that is at least
six (6)
months and one day after, (A) in the case of Class A Units, the
Sale Date, and
(B) in the case of any Equity Units that were Vested Units on the
date of
consummation of the Qualified IPO, the date on which such Equity
Units became
Vested Units and (ii) in the case of Equity Units that were
Unvested Units on
the date of consummation of the Qualified IPO, the date that is six
(6) months
and one day after the date on which such Management Member's Units
became Vested
Units (the later of (i) and (ii) shall be referred to as the "First
Put Date"),
and the Company shall be required to purchase from such Management
Member, a
number of such Management Member's Class A Units and Vested Units
as determined
by such Management Member, at a price per Unit equal to the Fair
Market Value as
of the date the Management Member exercises such Put Right. For the
avoidance of
doubt, subject to the Call Right described in Section 2.02, a
Management Member
shall remain entitled to the Put Right following a Termination
Event pursuant to
Sections 2.02(a)(i) or (ii) with respect to such Management Member.
(b) Each Management Member who desires to sell any of his or
her Class A Units or Vested Units following the applicable First
Put Date shall
send written notice to the Company of his or her intention to sell
such Units
pursuant to this Section 2.03. Subject to the exercise of any Call
Right
pursuant to Section 2.02, the closing of the purchase shall take
place at the
principal office of the Company on a date specified by the Company
no later than
30 days after the giving of such notice.
(c) At the closing of a purchase pursuant to a Put Right, the
Company will pay to the Management Member the purchase price for
such Units
(determined in accordance with Section 2.03(a)) by delivery of a
number of
shares of Issuer Common Stock determined by dividing (A) the
aggregate purchase
price of the Units being sold by such Management Member
by (B) the Public Share FMV as of the close of trading on the
trading day
immediately prior to the delivery thereof to the Management Member.
(d) Notwithstanding anything to the contrary elsewhere herein,
the Company shall not be obligated to purchase any Units at any
time pursuant to
this Section 2.03 (i) to the extent that (A) the purchase of such
Units
(together with any other purchases of Units pursuant to Sections
2.02 or 2.03
hereof, or pursuant to similar provisions in any other agreements
with other
investors of which the Company has at such time been given or has
given notice)
or (B) the issuance of shares by the IPO Entity or the purchase of
such shares
by the Company would result (x) in a violation of any law, statute,
rule,
regulation, policy, order, writ, injunction, decree or judgment
promulgated or
entered by any governmental authority applicable to the Company or
any of its
Subsidiaries or any of its or their assets (including any
unavailability of a
registration statement or exemption from registration necessary to
allow
delivery of shares of Issuer Common Stock to the Management
Member(s)), (y)
after giving effect thereto, in a Financing Default or (z) in the
Company being
required to disgorge any profit to the IPO Entity pursuant to
Section 16(b) of
the 1934 Act or (ii) if immediately prior to such purchase of
Units, issuance of
Issuer Common Stock or purchase of shares of Issuer Common Stock,
as the case
may be, there exists a Financing Default which prohibits any such
issuance or
purchase. The Company agrees to use commercially reasonable efforts
to cure any
such Financing Default that is curable. To the extent that the
Company is not
obligated to pay for any Units as described in the first sentence
of Section
2.03(c) pursuant to the terms of this Section 2.03(d), the Company
shall
promptly notify any Management Member that has delivered a notice
of exercise of
a Put Right that it is not obligated to purchase such Units and has
deferred its
right to make such purchase until such violation, potential
liability under the
1933 Act or 1934 Act or Financing Default would not result
therefrom or has
ceased.
(e) Notwithstanding anything to the contrary contained in this
Section 2.03, any Units which a Management Member has elected to
sell to the
Company, but which in accordance with Section 2.03(d) are not
purchased at the
applicable time provided in this Section 2.03, shall be purchased
by the Company
on the tenth Business Day after such date or dates that it is no
longer
permitted to defer purchasing such Units under Section 2.03(d), and
the Company
shall give such Management Member five Business Days prior notice
of any such
purchase.
(ppp) Tag-Along Right. (v) If, at any time prior to a
Qualified IPO, one or more Sponsor Members propose to Transfer, in
a single
transaction or a series of related transactions, a number of Class
A Units
representing at least 30% of the Sponsor Members' aggregate Initial
Equity
Stakes (as defined in the LLC Agreement) to any Person (other than
a Transfer to
a Permitted Transferee (as defined in the LLC Agreement) of any
such Sponsor
Member and other than a Transfer in accordance with the
Registration Rights
Agreement and other than to another Sponsor Member) (a "Tag-Along
Purchaser"),
then, unless such transferring Sponsor Member(s) are entitled to
give and do
give a Drag-Along Sale Notice (as defined in the LLC Agreement) and
no other
Sponsor Member(s) has elected to purchase its pro rata share of
such Class A
Units pursuant to Section 2.04(a) of the Sponsor Agreement, the
Company shall
first provide written notice to each of the Management Members,
which notice
(the "Tag-Along Notice") shall state: (i) the maximum number of
Class A Units
proposed to be Transferred (the "Tag-Along Securities"); (ii) the
purchase price
per Unit (the "Tag-Along Price") for the Tag-Along Securities and
(iii) any
other material terms and conditions of such sale, including the
proposed
transfer date (which date will be within 60 business days after the
termination
of the Election Period (defined below), subject to extension for
any required
regula
