American Home Shield 2013 Annual Report Download - page 230

(d) The Investors are Third-Party Beneficiaries; Remedies . The Director acknowledges and agrees that any of the Investors that takes
action pursuant to this Section 7 is an intended third-party beneficiary of this Section 7, as if such Investor were a party to this Agreement directly.
Following a breach or a threatened breach by the Director of the provisions of this Section 7, the applicable Investor may obtain an injunction
granting it specific performance of the Director’s obligations under this Section 7. Whether or not the applicable Investor obtains such an injunction,
and whether or not the transaction with respect to which the Drag-Along Notice relates is consummated, following such a breach or threatened breach
by the Director the Company shall have the option to purchase any or all of the Director’s Shares at a purchase price per Share equal to the lesser of
the price at which the Director purchased such Shares from the Company or the per share consideration payable pursuant to the Drag-Along Offer.
The preceding sentence shall not limit the Company’s or the Investors’ rights to recover damages (or the amount thereof) from the Director.
(e) Expiration on a Public Market. The provisions of this Section 7 shall terminate and cease to have further effect upon the
establishment of the Public Market, provided that such termination shall not affect any right to receive or seek damages or purchase Shares pursuant
to Section 7(d).
Section 8. Rights of First Refusal.
(a) Notice. At any time prior to a Public Offering, in addition to the Transfer restrictions set forth in Section 4 and except as otherwise
expressly provided in this Agreement, the Director may not Transfer any Shares other than pursuant to a Qualified Offer and if the Director desires
to accept a Qualified Offer, the Director shall first give at least 60 days’ prior written notice to the Company and the CD&R Investors:
(i) designating the number of Shares proposed to be Transferred (the “ Offered Shares”);
(ii) naming the prospective acquiror of such Shares; and
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(iii) specifying the price at (the “Offer Price”) and terms upon which (the “Offer Terms”) the Director desires to Transfer such
Shares.
(b) Right of the Company. During the 30-day period following the Company’s receipt of the Director’s notice pursuant to Section 8(a) (the
“First Refusal Period”), the Company shall have the right to purchase from the Director all or any portion of the Offered Shares, at the Offer Price
and on the Offer Terms, and any such purchase shall be settled at the time and in the manner specified in Section 8(d) hereof. The Company shall
use its reasonable efforts to act as promptly as practicable following receipt of the notice from the Director to determine whether it shall elect to exercise
such right.
(c) Right of the CD&R Investors. If the Company determines within the First Refusal Period that it does not wish to exercise its right to
purchase all of the Offered Shares, the CD&R Investors shall have the right to purchase all or any portion remaining of the Offered Shares specified
in such notice, at the Offer Price and on the Offer Terms, and any such purchase shall be settled at the time and in the manner specified in
Section 8(d) hereof. The CD&R Investors must determine whether to exercise such right during the period beginning on the earlier of ( x) the end of
the First Refusal Period and (y) the date of receipt by the CD&R Investors of written notice that the Company has elected not to exercise its rights
under Section 8(b) and ending 60 days after the CD&R Investors’ receipt of the Director’s notice pursuant to Section 8(a) (the “ Second Refusal
Period”).
(d) Manner of Exercise. The rights provided hereunder shall be exercised by written notice to the Director given at any time during the
applicable period. If such right is exercised, the Director may not sell pursuant to the Qualified Offer any of the Shares that the Company or the
CD&R Investors have elected to purchase and the Company or the CD&R Investors, as the case may be, shall deliver to the Director cash, check or
other readily-available funds for the Offer Price, against delivery of certificates or other instruments representing the Shares so purchased,
appropriately endorsed by the Director, and free and clear of all security interests, liens, claims, encumbrances, charges, etc. Notwithstanding the
foregoing, neither the Company nor the CD&R Investors, as the case may be, shall deliver any cash, check or other readily-available funds for the
Offer Price to the Director prior to the date which is six months and one
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