Common use of Conditions to Drag-Along Clause in Contracts

Conditions to Drag-Along. Subject to the provisions of Applicable Law, upon delivery of a Drag-Along Notice, the Holder shall have the obligation and the right to transfer and sell to the Third Party Buyer the Applicable Portion of the Warrant pursuant to the Drag-Along Offer, as the same may be modified from time to time, provided that the Drag-Along Transferor sells and transfers the Applicable Percentage of its shares of Common Stock to the Third Party Buyer at the Drag-Along Closing at the same price (less, in the case of the Holder, the Exercise Price) and on the same terms and conditions. In connection with the Drag-Along Transaction, the Holder will agree to make or agree to the same customary representations, covenants, indemnities and agreements in connection with the Holder’s ownership of the Warrant and the Warrant Shares and authority to sell the Warrant Shares as the Drag-Along Transferor makes with respect to its shares of Common Stock so long as they are made severally and not jointly and the liabilities thereunder are borne only by the party making or agreeing to make such representations, covenants, indemnities and agreements. Promptly following the Drag-Along Closing, the Holder shall (i) remit to the Company the Exercise Price for the Warrant Shares represented by the Applicable Portion of the Warrant and (ii) receive from the Company (x) a written confirmation of such transfer (and the consequent cancellation of the Applicable Portion of the Warrant by the Company) and (y) a new Warrant for the purchase of an aggregate number of Warrant Shares equal to the number of Warrant Shares underlying the Warrant immediately prior to the transfer of the Applicable Portion of the Warrant to the Third Party Buyer minus the number of Warrant Shares represented by the Applicable Portion of the Warrant.

Conditions to Drag-Along. Subject to the provisions of Applicable Law, upon Upon delivery of a Drag-Along Notice, ------------------------ the Holder Purchaser shall have the obligation and the right to transfer and sell to the Third Party Buyer the Applicable Portion Percentage of the Warrant Purchaser's Shares pursuant to the Drag-Along Offer, as the same may be modified from time to time, provided that the CD&R Fund transfers the Applicable -------- Percentage of its shares of common stock of Holding to the Third Party Buyer at the Section 8 Closing. Within 10 days of receipt of the Drag-Along Transferor Notice, the Purchaser shall (i) execute and deliver to the CD&R Fund a power of attorney and - a letter of transmittal and custody agreement appointing, and in form and substance reasonably satisfactory to, the CD&R Fund or one or more of its affiliates designated by the CD&R Fund (the "Custodian"), the true and lawful --------- attorney-in-fact and custodian for the Purchaser, with full power of substitution, and authorizing the Custodian to take such actions as the Custodian may deem necessary or appropriate to effect the sale and transfer of the Applicable Percentage of the Shares to the Third Party Buyer, upon receipt of the purchase price therefor at the Section 8 Closing, free and clear of all security interests, liens, claims, encumbrances, charges, options, restrictions on transfer, proxies and voting and other agreements of whatever nature, and to take such other action as may be necessary or appropriate in connection with such sale, including consenting to any amendments, waivers, modifications or supplements to the terms of the sale (provided that the CD&R Fund also so -------- consents, and, to the extent applicable, sells and transfers the Applicable Percentage of its shares of Common Stock common stock of Holding on the same terms as so amended, waived, modified or supplemented) and (ii) deliver to the Custodian -- certificates representing the Applicable Percentage of the Shares, together with all necessary duly executed stock powers. The Custodian shall hold the Applicable Percentage of the Shares and other documents in trust for the Purchaser pending completion or abandonment of such sale. If, within 90 days after the CD&R Fund delivers the Drag-Along Notice, the CD&R Fund has not completed the sale of the Applicable Percentage of the Shares and of its shares of common stock of Holding to the Third Party Buyer at the and another Drag-Along Closing at the same price (less, in the case of the Holder, the Exercise Price) and on the same terms and conditions. In connection Notice with the respect to such Drag-Along TransactionOffer has not been sent to the Purchaser, the Holder will agree to make or agree Custodian shall return to the same customary representations, covenants, indemnities Purchaser all certificates representing the Applicable Percentage of the Shares and agreements all other documents that the Purchaser delivered in connection with the Holder’s ownership of the Warrant and the Warrant Shares and authority to sell the Warrant Shares as the Drag-Along Transferor makes with respect to its shares of Common Stock so long as they are made severally and not jointly and the liabilities thereunder are borne only by the party making or agreeing to make such representations, covenants, indemnities and agreementssale. Promptly following after the Drag-Along Section 8 Closing, the Holder Custodian shall (i) give notice thereof to the Purchaser, shall remit to the Company Purchaser the Exercise Price total consideration for the Warrant Applicable Percentage of the Shares represented sold pursuant thereto (reduced by any required withholding or other similar taxes and by any amount required to be held in escrow pursuant to the terms of the purchase and sale agreement and a pro rata portion of any expenses incurred in connection with such sale), and shall furnish such other evidence of the completion and time of completion of such sale and the terms thereof as may reasonably be requested by the Applicable Portion of the Warrant and (ii) receive from the Company (x) a written confirmation of such transfer (and the consequent cancellation of the Applicable Portion of the Warrant by the Company) and (y) a new Warrant for the purchase of an aggregate number of Warrant Shares equal to the number of Warrant Shares underlying the Warrant immediately prior to the transfer of the Applicable Portion of the Warrant to the Third Party Buyer minus the number of Warrant Shares represented by the Applicable Portion of the WarrantPurchaser.

Conditions to Drag-Along. Subject to the provisions of Applicable Law, upon Upon delivery of a Drag-Along Notice, each of the Holder Drag Holders shall have the obligation and the right to transfer and sell all securities of the Company held by such Drag Holder to the Third Party Buyer the Applicable Portion and/or vote all voting securities of the Warrant Company held such Drag Holder in favor of such Drag Transaction and shall take any and all other actions reasonably requested by the Controlling Group which are necessary or desirable to complete such Drag Transaction in a timely manner. If the Drag Transaction is structured as a consolidation or merger, each Drag Holder shall waive any dissenters' rights, appraisal rights or similar rights in connection with such merger or consolidation. The Controlling Group, in exercising their rights under this Section 6, shall have complete discretion over the terms and conditions of any Drag Transaction effected thereby, including, without limitation, price, nature of consideration, payment terms, conditions to closing, representations, warranties, affirmative covenants, negative covenants, indemnification, holdbacks and escrows; provided, however, that the proceeds from any Drag Transaction shall be allocated pursuant to the Drag-Along Offer, as the same may be modified from time to time, provided that the Drag-Along Transferor sells and transfers the Applicable Percentage of its shares of Common Stock to the Third Party Buyer at the Drag-Along Closing at the same price (less, in the case terms of the Holder, the Exercise Price) and on the same terms and conditionsCompany's Certificate of Incorporation. In connection with the Drag-Along Transaction, event the Holder will agree Drag Holders are required to make provide any representations or agree to the same customary representations, covenants, indemnities and agreements in connection with the proposed Drag Transaction (other than representations and indemnities concerning each Drag Holder’s 's valid ownership of the Warrant shares being sold by such Drag Holder, free of all liens and the Warrant Shares encumbrances (other than those arising under applicable securities laws), and authority each Drag Holder's authority, power and right to sell the Warrant Shares as the Drag-Along Transferor makes with respect to its shares of Common Stock so long as they are made severally enter into and not jointly and the liabilities thereunder are borne only by the party making or agreeing to make consummate such representationstransaction without violating any other agreement), covenants, indemnities and agreements. Promptly following the Drag-Along Closing, the then each Drag Holder shall not be liable for more than such Drag Holder's pro rata share (ibased upon the amount of consideration received) remit to of any liability for misrepresentation or indemnity and such liability shall not exceed the Company total purchase price received by such Drag Holder in connection with the Exercise Price for the Warrant Shares represented by the Applicable Portion of the Warrant and (ii) receive from the Company (x) a written confirmation of such transfer (and the consequent cancellation of the Applicable Portion of the Warrant by the Company) and (y) a new Warrant for the purchase of an aggregate number of Warrant Shares equal to the number of Warrant Shares underlying the Warrant immediately prior to the transfer of the Applicable Portion of the Warrant to the Third Party Buyer minus the number of Warrant Shares represented by the Applicable Portion of the WarrantDrag Transaction.

Conditions to Drag-Along. Subject to the provisions of Applicable Law, upon Upon delivery of a Drag-Along Notice, each of the Holder other Stockholders shall have the obligation and the right to transfer and sell to the Third Party Buyer the Applicable Portion Percentage of the Warrant its Covered Securities (excluding Surviving Corporation Stock Options and Escrowed Shares) pursuant to the Drag-Along Offer, as the same such offer may be modified from time to time, provided that the Purchaser transfers the Covered Securities (excluding Surviving Corporation Stock Options and Escrowed Shares) to the Drag-Along Transferor sells and transfers the Applicable Percentage of its shares of Common Stock to the Third Party Buyer at the Drag-Along Closing at and that held by the same price (less, in Purchaser and the case of other Stockholders are sold to the Holder, the Exercise Price) Drag-Along Buyer on and on subject to the same terms and conditions. In connection with Within five Business Days prior to the closing contemplated by the Drag-Along TransactionNotice, each of the Holder will agree other Stockholders shall (i) deliver to the Purchaser certificates representing such Stockholder’s Covered Securities (including Warrant Shares, as applicable), duly endorsed for transfer or accompanied by duly executed stock powers, (ii) execute and deliver a purchase and sale agreement substantially in the form of the Drag-Along Purchase Agreement (provided that such Stockholder shall be required only to make or agree representations, warranties, covenants and indemnities as to itself and to the same customary representationstitle of the Covered Securities and shall be liable severally, covenantsand not jointly, indemnities for any liability thereunder) and otherwise in accordance with the terms of this Section 2.5, and (iii) waive any appraisal, dissenter’s or similar rights that such Stockholder may have in connection with such transaction, and to take such actions as the Purchaser may reasonably deem necessary or appropriate to effect the sale and transfer of the Covered Securities (including Warrant Shares, as applicable) to the Drag-Along Buyer, upon receipt of the purchase price therefor set forth in the Drag-Along Notice at the Drag-Along Closing, free and clear of all Liens, options and voting agreements of whatever nature, together with all other documents delivered with such Notice and required to be executed in connection with the Holder’s ownership of the Warrant and the Warrant Shares and authority sale thereof pursuant to sell the Warrant Shares as the Drag-Along Transferor makes Offer. The Purchaser shall hold such shares and other documents in trust for such other Stockholder for release against payment to such Stockholder of such Stockholder’s net proceeds in accordance with respect the contemplated transaction. If, within 10 days after delivery to its the Purchaser, the Purchaser has not completed the sale of the shares of Common Stock so long as they are made severally to the Drag-Along Buyer and another Drag-Along Notice with respect to such Drag-Along Offer has not jointly been sent to the other Stockholders, the Purchaser shall return to each other Stockholder all certificates representing the shares and all other documents that such other Stockholder delivered in connection with such sale; provided that, if, within 10 days after delivery to the liabilities thereunder are borne only by other Stockholders of any such subsequent Drag-Along Notice with respect to such Drag-Along Offer, the party making or agreeing Purchaser has not completed the sale of the shares of Common Stock to make the Drag-Along Buyer, the Purchaser shall return to each other Stockholder all certificates representing the shares and all other documents that such representations, covenants, indemnities and agreementsother Stockholder delivered in connection with such sale. Promptly following after the Drag-Along Closing, the Holder Purchaser shall (i) remit to the Company the Exercise Price for the Warrant Shares represented by the Applicable Portion furnish such other evidence of the Warrant completion and (ii) receive from the Company (x) a written confirmation time of completion of such transfer (sale and the consequent cancellation terms thereof as may reasonably be requested by any of the Applicable Portion of the Warrant by the Company) and (y) a new Warrant for the purchase of an aggregate number of Warrant Shares equal to the number of Warrant Shares underlying the Warrant immediately prior to the transfer of the Applicable Portion of the Warrant to the Third Party Buyer minus the number of Warrant Shares represented by the Applicable Portion of the Warrantother Stockholders.

Conditions to Drag-Along. Subject to the provisions of Applicable Law, upon Upon delivery of a Drag-Along Notice, ------------------------ the Holder Purchaser shall have the obligation and the right to transfer and sell to the Third Party Buyer the Applicable Portion Percentage of the Warrant Purchaser's Shares pursuant to the Drag-Along Offer, as the same may be modified from time to time, provided that the CD&R Fund transfers the Applicable -------- Percentage of its shares of common stock of Holding to the Third Party Buyer at the Section 6 Closing. Within 10 days of receipt of the Drag-Along Transferor Notice, the Purchaser shall (i) execute and deliver to the CD&R Fund a power of attorney and - a letter of transmittal and custody agreement appointing, and in form and substance reasonably satisfactory to, the CD&R Fund or one or more of its affiliates designated by the CD&R Fund (the "Custodian"), the true and lawful --------- attorney-in-fact and custodian for the Purchaser, with full power of substitution, and authorizing the Custodian to take such actions as the Custodian may deem necessary or appropriate to effect the sale and transfer of the Applicable Percentage of the Shares to the Third Party Buyer, upon receipt of the purchase price therefor at the Section 6 Closing, free and clear of all security interests, liens, claims, encumbrances, charges, options, restrictions on transfer, proxies and voting and other agreements of whatever nature, and to take such other action as may be necessary or appropriate in connection with such sale, including consenting to any amendments, waivers, modifications or supplements to the terms of the sale (provided that the CD&R Fund also so consents, and, to the extent applicable, -------- sells and transfers the Applicable Percentage of its shares of Common Stock common stock of Holding on the same terms as so amended, waived, modified or supplemented) and (ii) deliver to the Custodian certificates representing the Applicable -- Percentage of the Shares, together with all necessary duly executed stock powers. The Custodian shall hold the Applicable Percentage of the Shares and other documents in trust for the Purchaser pending completion or abandonment of such sale. If, within 90 days after the CD&R Fund delivers the Drag-Along Notice, the CD&R Fund has not completed the sale of the Applicable Percentage of the Shares and of its shares of common stock of Holding to the Third Party Buyer at the and another Drag-Along Closing at the same price (less, in the case of the Holder, the Exercise Price) and on the same terms and conditions. In connection Notice with the respect to such Drag-Along TransactionOffer has not been sent to the Purchaser, the Holder will agree to make or agree Custodian shall return to the same customary representations, covenants, indemnities Purchaser all certificates representing the Applicable Percentage of the Shares and agreements all other documents that the Purchaser delivered in connection with the Holder’s ownership of the Warrant and the Warrant Shares and authority to sell the Warrant Shares as the Drag-Along Transferor makes with respect to its shares of Common Stock so long as they are made severally and not jointly and the liabilities thereunder are borne only by the party making or agreeing to make such representations, covenants, indemnities and agreementssale. Promptly following after the Drag-Along Section 6 Closing, the Holder Custodian shall (i) give notice thereof to the Purchaser, shall remit to the Company Purchaser the Exercise Price total consideration for the Warrant Applicable Percentage of the Shares represented sold pursuant thereto (reduced by any required withholding or other similar taxes and by any amount required to be held in escrow pursuant to the terms of the purchase and sale agreement and a pro rata portion of any expenses incurred in connection with such sale), and shall furnish such other evidence of the completion and time of completion of such sale and the terms thereof as may reasonably be requested by the Applicable Portion of the Warrant and (ii) receive from the Company (x) a written confirmation of such transfer (and the consequent cancellation of the Applicable Portion of the Warrant by the Company) and (y) a new Warrant for the purchase of an aggregate number of Warrant Shares equal to the number of Warrant Shares underlying the Warrant immediately prior to the transfer of the Applicable Portion of the Warrant to the Third Party Buyer minus the number of Warrant Shares represented by the Applicable Portion of the WarrantPurchaser.

Conditions to Drag-Along. Subject to the provisions of Applicable Law, upon Upon delivery of a Drag-Along Notice, the Holder Purchaser shall have the obligation to sell and the right to transfer and sell to the Third Party Buyer the Applicable Portion Percentage of the Warrant Purchaser's Shares pursuant to the Drag-Along Offer, as the same may be modified from time to time, provided that the Drag-Along Transferor CD&R Fund sells and transfers the Applicable Percentage of its shares of Common Stock of the Company to the Third Party Buyer at the Drag-Along Closing at the same price Section 6 Closing. Within ten (less, in the case 10) days of the Holder, the Exercise Price) and on the same terms and conditions. In connection with receipt of the Drag-Along TransactionNotice, the Holder will agree Purchaser shall (i) execute and deliver to make CD&R Fund a power of attorney and a letter of transmittal and custody agreement appointing, and in form and substance reasonably satisfactory to, CD&R Fund or agree one or more of its affiliates designated by CD&R Fund (the "Custodian"), the true and lawful attorney-in-fact and custodian for the Purchaser, with full power of substitution, and authorizing the Custodian to take such actions as the Custodian may deem necessary or appropriate to effect the sale and transfer of the Applicable Percentage of the Shares to the same customary representationsThird Party Buyer, covenantsupon receipt of the purchase price therefor at the Section 6 Closing, indemnities free and clear of all security interests, liens, claims, encumbrances, charges, options, restrictions on transfer, proxies and voting and other agreements of whatever nature, and to take such other action as may be necessary or appropriate in connection with such sale or transfer, including consenting to any amendments, waivers, modifications or supplements to the Holder’s ownership terms of the Warrant sale (provided that CD&R Fund also so consents, and, to the extent applicable, sells and transfers the Warrant Shares and authority to sell the Warrant Shares as the Drag-Along Transferor makes with respect to Applicable Percentage of its shares of Common Stock of the Company on the same terms as so long as they are made severally amended, waived, modified or supplemented), and not jointly (ii) deliver to the Custodian certificates representing the Applicable Percentage of the Shares, together with all necessary duly executed stock powers. The Custodian shall hold the Applicable Percentage of the Shares and other documents in trust for the liabilities thereunder are borne only by the party making Purchaser pending completion or agreeing to make abandonment of such representationssale. If, covenants, indemnities and agreements. Promptly following within 90 days after CD&R Fund delivers the Drag-Along ClosingNotice, CD&R Fund has not completed the Holder shall (i) remit to the Company the Exercise Price for the Warrant Shares represented by the Applicable Portion of the Warrant and (ii) receive from the Company (x) a written confirmation of such transfer (and the consequent cancellation sale of the Applicable Portion Percentage of the Warrant by the Company) Shares and (y) a new Warrant for the purchase of an aggregate number its shares of Warrant Shares equal to the number of Warrant Shares underlying the Warrant immediately prior to the transfer Common Stock of the Applicable Portion of the Warrant Company to the Third Party Buyer minus and another Drag-Along Notice with respect to such Drag-Along Offer has not been sent to the number Purchaser, the Custodian shall return to the Purchaser all certificates representing the Applicable Percentage of Warrant the Shares represented and all other documents that the Purchaser delivered in connection with such sale. Promptly after the Section 6 Closing, the Custodian shall give notice thereof to the Purchaser, shall remit to the Purchaser the total consideration for the Applicable Percentage of the Shares sold pursuant thereto (reduced by any amount required to be held in escrow pursuant to the terms of the purchase and sale agreement), and shall furnish such other evidence of the completion and time of completion of such sale and the terms thereof as may reasonably be requested by the Applicable Portion of the WarrantPurchaser.

Conditions to Drag-Along. Subject to the provisions of Applicable Law, upon Upon delivery of a Drag-Along Notice, each Stockholder, notwithstanding the Holder restrictions on transfer contained in Section 2.1 hereof, shall have the obligation to consent to, vote for, raise no objections against and the right to transfer waive dissenters and sell appraisal rights (if any) with respect to the Third Party Buyer the Applicable Portion Drag-Along Sale and, if applicable, transfer (i) such number of the Warrant its shares of Common Stock pursuant to the Drag-Along Offer, as Sale equal to the same may be modified from time product of (A) the number of shares of Common Stock held by such Stockholder immediately prior to time, provided that the Drag-Along Transferor sells Closing multiplied by (B) a fraction, the numerator of which is the number of shares of Common Stock proposed to be transferred to or purchased by the Drag-Along Buyer and the denominator of which is the total number of shares of Common Stock held by all Stockholders immediately prior to the Drag-Along Closing, and, if applicable, (ii) such number of its shares of Preferred Stock pursuant to the Drag-Along Sale equal to the product of (A) the number of shares of Preferred Stock held by such Stockholder immediately prior to the Drag-Along Closing multiplied by (B) a fraction, the numerator of which is the number of shares of Preferred Stock proposed to be transferred to or purchased by the Drag-Along Buyer and the denominator of which is the total number of shares of Preferred Stock held by all Stockholders immediately prior to the Drag-Along Closing, provided, in each case, that (i) CVC transfers the Applicable Percentage all of its shares of Common Stock and/or Preferred Stock covered by the Drag-Along Notice to the Third Party Drag-Along Buyer at the Drag-Along Closing and (ii) such shares of Common Stock and/or Preferred Stock held by CVC and the other Stockholders immediately prior to the Drag-Along Closing are sold to the Drag-Along Buyer at the same price (lessprice, in the case of the Holder, the Exercise Price) and on the same terms and conditions. In connection with the Drag-Along TransactionSuch terms and conditions shall include, without limitation, the Holder will agree to make or agree to sale consideration and the same provision of customary representations, covenantswarranties and indemnities, indemnities and agreements in connection with the Holder’s ownership of the Warrant and the Warrant Shares and authority provided, however, that no Stockholder which is obligated to sell the Warrant Shares as the Drag-Along Transferor makes with respect to Transfer its shares under this Section 2.4 shall be required to indemnify any purchaser in such transaction in an amount in excess of Common Stock so long as they are made severally and not jointly and the liabilities thereunder are borne only by the party making or agreeing to make such representations, covenants, indemnities and agreements. Promptly following the Drag-Along Closing, the Holder shall (i) remit to the Company the Exercise Price for the Warrant Shares represented by the Applicable Portion of the Warrant and (ii) receive from the Company (x) a written confirmation of such transfer (and the consequent cancellation of the Applicable Portion of the Warrant by the Company) and (y) a new Warrant for the purchase of an aggregate number of Warrant Shares equal to the number of Warrant Shares underlying the Warrant immediately prior to the transfer of the Applicable Portion of the Warrant to the Third Party Buyer minus the number of Warrant Shares represented by the Applicable Portion of the Warrant.its pro rata