Common use of Bring Along Clause in Contracts

Bring Along. If one or more Selling Shareholders that, in the aggregate, own more than 51% of the Outstanding Common Stock (which Selling Shareholders must include one or more Shareholders other than Capital Z and its Permitted Transferees) receives a Bona Fide Offer from a Third Party Buyer to purchase at least 50% of the Outstanding Common Stock, such Selling Shareholders may send written notice (the "Bring Along Notice") to the other Shareholders (the "Bring Along Shareholders") (with a copy to the Company) notifying them that the other Shareholders will be required to transfer Shares in such sale or other transaction. Upon delivery of the Bring Along Notice, each Bring Along Shareholder shall be obligated to transfer in the transaction contemplated by the Bring-Along Notice, the number of Shares determined in accordance with the next sentence, on the same terms and conditions as the Selling Shareholders (including the amount of per Share consideration, subject to appropriate adjustment in the case of warrants, options and other securities that are convertible into or exchangeable or exercisable for shares of Common Stock that have not yet been converted, exchanged or exercised). Each Selling Shareholder and Bring Along Shareholder shall sell in the transaction contemplated by the Bring Along Notice that number of Shares equal to the product of (i) the number of Shares to be sold to the Third Party Buyer multiplied by (ii) a percentage calculated by dividing (x) the number of Shares owned by such Selling Shareholder or Bring Along Shareholder, as the case may be, by (y) the total number of Shares owned by all Selling Shareholders and Bring Along Shareholders. Each such Shareholder shall (a) take all actions (including executing documents) in connection with the consummation of the proposed transaction as may reasonably be requested of it by the Selling Shareholders, and (b) appoint the Selling Shareholders as its attorneys-in-fact to do the same on its behalf. If a contract with respect to the transaction contemplated by the Bona Fide Offer has not been entered into within 90 days of receipt of the Bring Along Notice, the obligations of the Shareholders under this Section 3.3 shall terminate with respect to the transaction specified in the Bring-Along Notice, and the Selling Shareholders may not cause such Shareholders to sell pursuant to this Section 3.3 without again complying with all of the provisions of this Section 3.3. Notwithstanding the foregoing, no Shareholder shall be required to transfer Shares in a sale or other transaction contemplated in this Section 3.3 if the price at which the Selling Shareholders propose to sell their Shares is below the Fair Market Value (calculated in accordance with Section 3.6.2) of such Shares; provided, that in no event shall the Selling Shareholders be obligated to make the other Shareholders a First Offer.

Bring Along. If one or more Selling Shareholders 4.1. In the event that, prior to the consummation of an IPO, any person or entity (including another Shareholder) (“Purchaser”), (i) offers to purchase all of the issued share capital of the Company, whether in one transaction or in a series of related transactions (the aggregate“Purchase Offer”), own more than 51and (ii) Shareholders holding at least 80% of the Outstanding Common Stock (which Selling Shareholders must include one or more Shareholders other than Capital Z and its Permitted Transferees) receives a Bona Fide Offer from a Third Party Buyer to purchase at least 50% of voting power in the Outstanding Common Stock, such Selling Shareholders may send written notice Company (the "Bring Along Notice"“Selling Shareholders”) agree to accept the Purchase Offer, then all other Shareholders (the "Bring Along “Remaining Shareholders"”) (with a copy shall be obligated to sell their shares upon the Company) notifying them that the other Shareholders will be required to transfer Shares in such sale or other transaction. Upon delivery closing of the Bring Along NoticePurchase Offer agreement (the “Closing”) on the terms and conditions thereof and shall not object to, each Bring Along shall vote in favor of, execute the relevant documentation in connection with and otherwise take all necessary and reasonable actions relating to, such sale, provided, however, that (a) no Remaining Shareholder shall be obligated to transfer make any out-of-pocket expenses in connection with the Purchase Offer; and (b) in the transaction contemplated by event that the Bring-Along Notice, the number of Shares determined Remaining Shareholders are required to provide any representations or indemnities in accordance connection with the next sentencePurchase Offer (other than customary representations and indemnities), on then each Remaining Shareholder shall not be liable for more than its pro-rata share (based upon the same terms amount of consideration received) of any liability for misrepresentation or indemnity and conditions as in any event such liability shall not exceed the total consideration received by such Remaining Shareholder for its shares pursuant to this Section 4. At the closing, the Selling Shareholders (including and the amount of per Share consideration, subject to appropriate adjustment in the case of warrants, options and other securities that are convertible into or exchangeable or exercisable for shares of Common Stock that have not yet been converted, exchanged or exercised). Each Selling Shareholder and Bring Along Shareholder Remaining Shareholders shall sell in the transaction contemplated by the Bring Along Notice that number of Shares equal deliver to the product Company certificates for such shares duly endorsed, or accompanied by written instruments of (i) the number of Shares to be sold to the Third Party Buyer multiplied by (ii) a percentage calculated by dividing (x) the number of Shares owned transfer duly executed by such Selling Shareholder Shareholders and/or Remaining Shareholders, free and clear of any liens, charges, claims, rights or Bring Along Shareholderencumbrances whatsoever, or shall approve and vote in favor of such sale in the Purchase Notice, as the case may be, by (y) the total number of Shares owned by all Selling Shareholders and Bring Along Shareholders. Each such Shareholder shall (a) take all actions (including executing documents) in connection with the consummation of the proposed transaction as may reasonably be requested of it by the Selling Shareholders, and (b) appoint the Selling Shareholders as its attorneys-in-fact to do the same on its behalf. If a contract with respect to the transaction contemplated by the Bona Fide Offer has not been entered into within 90 days of receipt of the Bring Along Notice, the obligations of the Shareholders under this Section 3.3 shall terminate with respect to the transaction specified in the Bring-Along Notice, and the Selling Shareholders may not cause such Shareholders to sell pursuant to this Section 3.3 without again complying with all of the provisions of this Section 3.3. Notwithstanding the foregoing, no Shareholder shall be required to transfer Shares in a sale or other transaction contemplated in this Section 3.3 if the price at which the Selling Shareholders propose to sell their Shares is below the Fair Market Value (calculated in accordance with Section 3.6.2) of such Shares; provided, that in no event shall the Selling Shareholders be obligated to make the other Shareholders a First Offer.