Subject to the terms and conditions specified in Section 3.1 and Section 3.2, if any Stockholder (the “ Selling Stockholder ”) proposes to Transfer any of its Common Shares to any Person (a “ Proposed Transferee ”), each other Stockholder (each, a “ Tag-along Stockholder ”) shall be permitted to participate in such sale (a “ Tag-along Sale ”) on the terms and conditions set forth in this Section 3.5.