Common use of Come-Along Rights Clause in Contracts

Come-Along Rights. If, at any time after the Closing, there shall be an offer from a third party not affiliated with the Company or with any of the Investors for a Sale Event to a third party that is not an Affiliate of any Investor which has been approved (“Come Along Election”) by (i) a majority of the Board and (ii) the Investors holding at least a majority of the then aggregate issued and outstanding Ordinary Shares (assuming conversion of the Preferred Shares into Ordinary Shares but excluding any options or warrants not yet exercised) (collectively, the “Selling Investors”), voting as a single class, on an as-converted basis, provided that such offer is primarily for cash or marketable securities, the Selling Investors shall have the right to cause all the other Shareholders to and all the Shareholders shall: (a) in the event that the approval of such Sale Event is to be brought to a vote at a meeting of the Shareholders, after receiving proper notice of any meeting of Shareholders to vote on the approval of such Sale Event, be present, in person or by proxy, as a holder of Shares, at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings; (b) vote (in person, by proxy or by action by written consent, as applicable) all Shares as to which it has beneficial ownership in favor of the approval of such Sale Event and in opposition of any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Sale Event; (c) refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale Event; (d) Transfer or exchange all of their Shares in connection with such Sale Event on the same terms as appropriate for the type of shares held by such holder; and (e) execute and deliver all related documentation and take such other action in support of such Sale Event as shall reasonably be requested by the Company or the Selling Investors. The Come Along Election shall include the right on the part of the Selling Investors to cause all the other Shareholders to approve the Sale Event approved by the Selling Investors and the obligation of all the other Shareholders to approve the Sale Event approved by the Selling Investors (“Approved Sale”); provided, however, that: (i) the distribution of aggregate consideration received by the Shareholders upon consummation of the Approved Sale shall be in accordance with the liquidating distribution requirements set forth in the Amended M&AA; (ii) such Shareholder shall only be required to give customary representations and warranties in connection with the Sale Event (as determined in good faith by the Board); (iii) the liability for indemnification, if any, of such Shareholder in the Approved Sale and for the inaccuracy of any representations and warranties made by the Company or its shareholders in connection with such Approved Sale, is several and not joint with any other person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any shareholder of any of identical representations, warranties and covenants provided by all shareholders), and subject to any provisions of the Amended M&AA related to the allocation of the escrow, is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Shareholder in connection with such Approved Sale; and (iv) liability shall be limited to such Shareholder’s applicable share (determined based on the respective proceeds payable to each Shareholder in connection with such Approved Sale in accordance with the provisions of the Amended M&AA) of a negotiated aggregate indemnification amount that applies equally to all Shareholders but that in no event exceeds the amount of consideration otherwise payable to such Shareholder in connection with such Approved Sale, except with respect to claims related to fraud by such Shareholder, the liability for which need not be limited as to such Shareholder; Upon the exercise of a Come Along Election the Company shall provide written notice of such election (the “Come Along Notice”) to all the other Shareholders, including the name and address of the third party acquirer, the aggregate purchase price to be paid by such third party purchaser, the proposed date for the closing of the Approved Sale, and the other material terms and conditions of such Approved Sale. Upon receipt of a Come Along Notice, each Shareholder shall execute and deliver such instruments of conveyance and Transfer and take such other action, including executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Selling Investors or the acquirer in such Approved Sale may reasonably require in order to carry out the terms and provisions of this Section 6.

Come-Along Rights. If, at any time after the Closing, there shall be an offer from a third party not affiliated with the Company or with any of the Investors for a Sale Event to a third party that is not an Affiliate of any Investor which has been approved (“Come Along Election”) by (i) a majority of the Board and (ii) the Investors holding at least a majority of the then aggregate issued and outstanding Ordinary Shares (assuming conversion of the Preferred Shares into Ordinary Shares but excluding any options or warrants not yet exercised) (collectively, the “Selling Investors”), voting as a single class, on an as-converted basis, provided that such offer is primarily for cash or marketable securities, the Selling Investors shall have the right to cause all the other Shareholders to and all the Shareholders shall: (a) in the event that the approval of such Sale Event is to be brought to a vote at a meeting of the Shareholders, after receiving proper notice of any meeting of Shareholders to vote on the approval of such Sale Event, be present, in person or by proxy, as a holder of Shares, at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings; (b) vote (in person, by proxy or by action by written consent, as applicable) all Shares as to which it has beneficial ownership in favor of the approval of such Sale Event and in opposition of any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Sale Event; (c) refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale Event; (d) Transfer or exchange all of their Shares in connection with such Sale Event on the same terms as appropriate for the type of shares held by such holder; and (e) execute and deliver all related documentation and take such other action in support of such Sale Event as shall reasonably be requested by the Company or the Selling Investors. The Come Along Election shall include the right on the part of the Selling Investors to cause all the other Shareholders to approve the Sale Event approved by the Selling Investors and the obligation of all the other Shareholders to approve the Sale Event approved by the Selling Investors (“Approved Sale”); provided, however, that: (if) the distribution of aggregate consideration received by the Shareholders upon consummation of the Approved Sale shall be in accordance with the liquidating distribution requirements set forth in the Amended M&AAthese Articles; (iig) such Shareholder shall only be required to give customary representations and warranties in connection with the Sale Event (as determined in good faith by the Board); (iiih) the liability for indemnification, if any, of such Shareholder in the Approved Sale and for the inaccuracy of any representations and warranties made by the Company or its shareholders in connection with such Approved Sale, is several and not joint with any other person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any shareholder of any of identical representations, warranties and covenants provided by all shareholders), and subject to any provisions of the Amended M&AA these Articles related to the allocation of the escrow, is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Shareholder in connection with such Approved Sale; and (ivi) liability shall be limited to such Shareholder’s applicable share (determined based on the respective proceeds payable to each Shareholder in connection with such Approved Sale in accordance with the provisions of the Amended M&AAthese Articles) of a negotiated aggregate indemnification amount that applies equally to all Shareholders but that in no event exceeds the amount of consideration otherwise payable to such Shareholder in connection with such Approved Sale, except with respect to claims related to fraud by such Shareholder, the liability for which need not be limited as to such Shareholder; Upon the exercise of a Come Along Election the Company shall provide written notice of such election (the “Come Along Notice”) to all the other Shareholders, including the name and address of the third party acquirer, the aggregate purchase price to be paid by such third party purchaser, the proposed date for the closing of the Approved Sale, and the other material terms and conditions of such Approved Sale. Upon receipt of a Come Along Notice, each Shareholder shall execute and deliver such instruments of conveyance and Transfer and take such other action, including executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Selling Investors or the acquirer in such Approved Sale may reasonably require in order to carry out the terms and provisions of this Section 6Article 11.

Come-Along Rights. IfSubject to the provisions of Section 5.3(e) and to the last sentence of this Section 5.4(b), at any time after if the Closing, there shall ultimate purchaser has offered to purchase more Common Shares than the number of Common Shares proposed to be an offer from a third party not affiliated with sold or exchanged by the Company or with any of the Investors for a Co-Sale Event to a third party that is not an Affiliate of any Investor which has been approved (“Come Along Election”) by (i) a majority of the Board and (ii) the Investors holding at least a majority of the then aggregate issued and outstanding Ordinary Shares (assuming conversion of the Preferred Shares into Ordinary Shares but excluding any options or warrants not yet exercised) (collectivelyShareholder(s), the “Selling Investors”), voting as a single class, on an asCo-converted basis, provided that such offer is primarily for cash or marketable securities, the Selling Investors shall Sale Shareholder(s) will have the right to cause all the require each other Shareholders Shareholder to and all the Shareholders shall: (a) in the event that the approval of such Sale Event is to be brought to a vote at a meeting of the Shareholders, after receiving proper notice of any meeting of Shareholders to vote on the approval of such Sale Event, be present, in person or by proxy, as a holder of Shares, at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings; (b) vote (in person, by proxy or by action by written consent, as applicable) all Shares as to which it has beneficial ownership in favor of the approval of such Sale Event and in opposition of any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Sale Event; (c) refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale Event; (d) Transfer sell or exchange all to the ultimate purchaser such number of their Common Shares in connection with such Sale Event on the same terms as appropriate for the type of shares then held by such holder; and (e) execute and deliver all related documentation and take other Shareholder as is equal to the number of Common Shares then held by such other action Shareholder multiplied by a fraction, the numerator of which shall be the total number of Common Shares that the ultimate purchaser has agreed to acquire in support excess of such Sale Event as shall reasonably the number of Common Shares to be requested sold or exchanged by the Company or the Selling Investors. The Come Along Election shall include the right on the part of the Selling Investors to cause all the other Shareholders to approve the Co-Sale Event approved by the Selling Investors and the obligation of all the other Shareholders to approve the Sale Event approved by the Selling Investors (“Approved Sale”); provided, however, that: (i) the distribution of aggregate consideration received by the Shareholders upon consummation of the Approved Sale shall be in accordance with the liquidating distribution requirements set forth in the Amended M&AA; (ii) such Shareholder shall only be required to give customary representations and warranties in connection with the Sale Event (as determined in good faith by the Board); (iii) the liability for indemnification, if any, of such Shareholder in the Approved Sale and for the inaccuracy of any representations and warranties made by the Company or its shareholders in connection with such Approved Sale, is several and not joint with any other person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any shareholder of any of identical representations, warranties and covenants provided by all shareholdersShareholder(s), and subject to any provisions the denominator of the Amended M&AA related to the allocation of the escrow, is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Shareholder in connection with such Approved Sale; and (iv) liability which shall be limited to such Shareholder’s applicable share (determined based on the respective proceeds payable to each Shareholder in connection with such Approved Sale in accordance with the provisions aggregate number of the Amended M&AA) Common Shares then held by all of a negotiated aggregate indemnification amount that applies equally to all Shareholders but that in no event exceeds the amount of consideration otherwise payable to such Shareholder in connection with such Approved Sale, except with respect to claims related to fraud by such Shareholder, the liability for which need not be limited as to such Shareholder; Upon the exercise of a Come Along Election the Company shall provide written notice of such election (the “Come Along Notice”) to all the other Shareholders, including the name and address of the third party acquirer, the aggregate purchase price . The Co-Sale Shareholder(s) shall exercise this right by delivering a Sale Notice to be paid by such third party purchaser, effect to each other Shareholder at least 30 days prior to the proposed closing date for the closing of the Approved Salesuch sale or exchange, and the other material Sale Notice shall set forth the terms and conditions of such Approved Salesale or exchange. Upon receipt of a Come Along Notice, each Each other Shareholder shall execute and deliver participate in such instruments sale or exchange by selling or exchanging to the ultimate purchaser, as of conveyance and Transfer and take the proposed closing date for such sale or exchange, the number of Common Shares of such other actionShareholder determined to be required to be sold or exchanged under this Section 5.4(b), including executing any purchase agreementsupon the same terms and conditions specified in the Sale Notice. Notwithstanding anything to the contrary set forth in this Section 5.4(b), merger agreementsif the Investor is not a Co-Sale Shareholder with respect to a proposed sale or exchange described in this Section 5.4, indemnity agreements, escrow agreements or related documents as and the Selling Investors or the acquirer ultimate purchaser in such Approved proposed sale or exchange is a material competitor of the Investor at such time, then the Investor's Common Shares shall not be subject to the rights of the Co-Sale may reasonably require in order to carry out the terms and provisions of Shareholder(s) under this Section 65.4(b) in connection with such sale or exchange, but the Investor shall continue to be entitled to exercise the rights granted under Section 5.4(a) with respect to such proposed sale or exchange.

Come-Along Rights. IfIn the case of a proposed Transfer of all (and not less than all) of the outstanding Membership Interests, as disclosed in accordance with Section 3.2(a), if the Non-Selling Member does not exercise its right of first refusal under Section 3.2, the Non-Selling Member shall have the right, but not the obligation, to elect to sell all, but not less than all, of the Membership Interests then held by the Non-Selling Member at any time after the ClosingCome-Along Price as part of the sale of the outstanding Membership Interests to the Third Party, there and otherwise subject to the same terms and conditions as described in the Notice of Sale (the “Come-Along Right”). A Come-Along Right shall be an offer exercisable by the delivery by the Non-Selling Member of written notice to the Selling Member during the Exercise Period. In the event the Non-Selling Member exercises its Come-Along Right, then no later than the closing date for such Transfer (which shall be the later of (x) 10 days following the date of delivery of the Non-Selling Member’s written notice to the Selling Member of the exercise of such Come-Along Right and (y) the date contemplated in the Notice of Sale for the closing), the Non-Selling Member shall deliver to the Selling Member any and all certificates (if any) representing the Membership Interests then held by the Non-Selling Member, duly endorsed in blank, or accompanied by written instruments of transfer duly executed by the Non-Selling Member in blank, and otherwise subject to the terms and conditions specified in the Notice of Sale, against payment of the Come-Along Price to the Non-Selling Member by the Selling Member or the Third Party purchasing all of the outstanding Membership Interests by wire transfer in immediately available funds. To the extent that the Third Party refuses to purchase the Membership Interests from a third party the Non-Selling Member exercising its Come-Along Right hereunder, the Selling Member shall not affiliated with the Company or with Transfer to such Third Party any of the Investors for a Sale Event to a third party that is not an Affiliate of any Investor which has been approved (“Come Along Election”) by (i) a majority of the Board Interests unless and (ii) the Investors holding at least a majority of the then aggregate issued and outstanding Ordinary Shares (assuming conversion of the Preferred Shares into Ordinary Shares but excluding any options or warrants not yet exercised) (collectivelyuntil, the “Selling Investors”), voting as a single class, on an as-converted basis, provided that simultaneously with such offer is primarily for cash or marketable securitiessale, the Selling Investors shall have Member or the right to cause Third Party purchases from the Non-Selling Member all of the other Shareholders to Membership Interests then held by the Non-Selling Member and all the Shareholders shall: (a) in the event that the approval of such Sale Event is required to be brought Transferred pursuant to a vote this Section 3.3 at a meeting of the ShareholdersCome-Along Price, after receiving proper notice of any meeting of Shareholders and otherwise subject to vote on the approval of such Sale Event, be present, in person or by proxy, as a holder of Shares, at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings; (b) vote (in person, by proxy or by action by written consent, as applicable) all Shares as to which it has beneficial ownership in favor of the approval of such Sale Event and in opposition of any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Sale Event; (c) refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale Event; (d) Transfer or exchange all of their Shares in connection with such Sale Event on the same terms and conditions as appropriate for the type of shares held by such holder; and (e) execute and deliver all related documentation and take such other action in support of such Sale Event as shall reasonably be requested by the Company or the Selling Investors. The Come Along Election shall include the right on the part of the Selling Investors to cause all the other Shareholders to approve the Sale Event approved by the Selling Investors and the obligation of all the other Shareholders to approve the Sale Event approved by the Selling Investors (“Approved Sale”); provided, however, that: (i) the distribution of aggregate consideration received by the Shareholders upon consummation of the Approved Sale shall be in accordance with the liquidating distribution requirements set forth proposed Transfer described in the Amended M&AA; (ii) such Shareholder shall only be required to give customary representations and warranties in connection with the Sale Event (as determined in good faith by the Board); (iii) the liability for indemnification, if any, Notice of such Shareholder in the Approved Sale and for the inaccuracy of any representations and warranties made by the Company or its shareholders in connection with such Approved Sale, is several and not joint with any other person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any shareholder of any of identical representations, warranties and covenants provided by all shareholders), and subject to any provisions of the Amended M&AA related to the allocation of the escrow, is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Shareholder in connection with such Approved Sale; and (iv) liability shall be limited to such Shareholder’s applicable share (determined based on the respective proceeds payable to each Shareholder in connection with such Approved Sale in accordance with the provisions of the Amended M&AA) of a negotiated aggregate indemnification amount that applies equally to all Shareholders but that in no event exceeds the amount of consideration otherwise payable to such Shareholder in connection with such Approved Sale, except with respect to claims related to fraud by such Shareholder, the liability for which need not be limited as to such Shareholder; Upon the exercise of a Come Along Election the Company shall provide written notice of such election (the “Come Along Notice”) to all the other Shareholders, including the name and address of the third party acquirer, the aggregate purchase price to be paid by such third party purchaser, the proposed date for the closing of the Approved Sale, and the other material terms and conditions of such Approved Sale. Upon receipt of a Come Along Notice, each Shareholder shall execute and deliver such instruments of conveyance and Transfer and take such other action, including executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Selling Investors or the acquirer in such Approved Sale may reasonably require in order to carry out the terms and provisions of this Section 6.