Common use of Come Along Transaction Clause in Contracts

Come Along Transaction. (i) If the Apollo Group desires to effect a Come Along Transaction, whether prior or subsequent to the consummation of a Qualified Public Offering, then in lieu of complying with the requirements of Section 2(a), the Apollo Group at its option (the “Come Along Option”) may require all Holders to sell the same percentage of their respective Units (including their Deemed Held Units) as the Apollo Group desires to sell to the transferee or Group selected by the Apollo Group, at the same price per Unit and on the same terms and conditions as apply to those sold by the Apollo Group. (ii) Each Holder shall consent to and raise no objections against the Come Along Transaction, and if the Come Along Transaction is structured as (a) a merger or consolidation of the Company or an Asset Sale, each Holder shall waive any dissenters’ rights, appraisal rights or similar rights in connection with such merger, consolidation or Asset Sale, or (b) a sale of all of the membership units of the Company, the Holders shall agree to sell all their Units that are the subject of the Come Along Transaction (including their Deemed Held Units) at the same price per Unit and generally on the same terms and conditions as apply to those sold by the Apollo Group. The Holders shall take all necessary and desirable actions reasonably requested by the Apollo Group in connection with the consummation of the Come Along Transaction, including the execution of such agreements and such instruments and the taking of such other actions as are reasonably necessary to provide customary representations, warranties, and indemnities regarding title, as well as escrow arrangements relating to such Come Along Transaction.

Come Along Transaction. (i) If the Apollo Group desires to effect a Come Tag Along Transaction, whether prior or subsequent to the consummation of a Qualified Public Offering, then in lieu of complying with the requirements of Section 2(a), the Apollo Group at its option (the “Come Along Option”) may require all Non-Apollo Group Holders to sell the same percentage of their respective Units shares of Common Stock or Preferred Stock (including their Deemed Held UnitsShares) as the Apollo Group desires to sell to the transferee or Group selected by the Apollo Group, at the same price per Unit share and on the same terms and conditions as apply to those sold by the Apollo Group. (ii) Each Non-Apollo Group Holder shall consent to and raise no objections against the Come Tag Along Transaction, and if the Come Tag Along Transaction is structured as (a) a merger or consolidation of the Company or an Asset Sale, each Non-Apollo Group Holder shall waive any dissenters’ dissenters rights, appraisal rights or similar rights in connection with such merger, consolidation or Asset Sale, or (b) a sale of all of the membership units capital stock of the Company, the Non-Apollo Group Holders shall agree to sell all their Units that shares of Common Stock or Preferred Stock which are the subject of the Come Tag Along Transaction (including their Deemed Held Units) at the same price per Unit and generally on the same terms and conditions as apply to those sold by the Apollo GroupShares). The Non-Apollo Group Holders shall take all necessary and desirable actions reasonably requested approved by the Apollo Group in connection with the consummation of the Come Tag Along Transaction, including obtaining Board consent to the Tag Along Transaction and the execution of such agreements and such instruments and the taking of such other actions as are reasonably necessary to provide customary representations, warranties, and indemnities regarding title, as well as escrow arrangements relating to such Come Tag Along Transaction.

Come Along Transaction. (i) If the Apollo Group desires to effect a Come Along Transaction, whether prior or subsequent to the consummation of a Qualified Public OfferingOffering or a Qualified Public Offering of Hexion LLC, then in lieu of complying with the requirements of Section 2(a), the Apollo Group at its option (the “Come Along Option”) may require all Holders to sell the same percentage of their respective Units (including their Deemed Held Units) as the Apollo Group desires to sell to the transferee or Group selected by the Apollo Group, at the same price per Unit unit and on the same terms and conditions as apply to those sold by the Apollo Group. (ii) Each Holder shall consent to and raise no objections against the Come Along Transaction, and if the Come Along Transaction is structured as (a) a merger or consolidation of the Company Hexion LLC or an Asset Sale, each Holder shall waive any dissenters’ rights, appraisal rights or similar rights in connection with such merger, consolidation or Asset Sale, or (b) a sale of all of the membership units of the CompanyHexion LLC, the Holders shall agree to sell all their Units that are the subject of the Come Along Transaction (including their Deemed Held Units) at the same price per Unit unit and generally on the same terms and conditions as apply to those sold by the Apollo Group. The Holders shall take all necessary and desirable actions reasonably requested by the Apollo Group in connection with the consummation of the Come Along Transaction, including the execution of such agreements and such instruments and the taking of such other actions as are reasonably necessary to provide customary representations, warranties, and indemnities regarding title, as well as escrow arrangements relating to such Come Along Transaction.

Come Along Transaction. (i) If the Apollo Group BHI desires to effect a Come Along Transaction, whether Transaction prior or subsequent to the consummation of a Qualified Qualifying Public Offering, then in lieu of complying with the requirements of Section 2(a), the Apollo Group BHI at its option (the “Come Along Option”) may require all Management Holders to sell the same percentage of their respective Units shares of Common Stock (including their Deemed Held UnitsShares) as the Apollo Group BHI desires to sell to the transferee or Group selected by the Apollo GroupBHI, at the same price per Unit share and on the same terms and conditions as apply to those sold by the Apollo GroupBHI. (ii) Each Management Holder shall consent to and raise no objections against the Come Along Transaction, and if the Come Along Transaction is structured as (a) a merger or consolidation of the Company or an Asset Sale, each Management Holder shall waive any dissenters’ dissenters rights, appraisal rights or similar rights in connection with such merger, consolidation or Asset Sale, or (b) a sale of all of the membership units capital stock of the Company, the Management Holders shall agree to sell all their Units that shares of Common Stock which are the subject of the Come Along Transaction (including their Deemed Held UnitsShares) at the same price per Unit share and generally on the same terms and conditions as apply to those sold by the Apollo GroupBHI. The Management Holders shall take all necessary and desirable actions reasonably requested by the Apollo Group BHI in connection with the consummation of the Come Along Transaction, including the execution of such agreements and such instruments and the taking of such other actions as are reasonably necessary to provide customary representations, warranties, and indemnities regarding title, as well as escrow arrangements relating to such Come Along Transaction.