Common use of Drag Along and Tag Along Rights Clause in Contracts

Drag Along and Tag Along Rights. (a) If the Purchaser elects to sell (either in a single or a series of related transactions) shares representing 25% or more of the Purchaser Shares (such Purchaser Shares desired to be so Transferred, the “Transferor Shares”)) to an unaffiliated third party (a “Drag-Tag Buyer”), then, at least 30 days prior to the date upon which the Purchaser intends to consummate such Transfer, the Purchaser shall give written notice thereof which notice shall set forth the consideration to be paid by the Drag-Tag Buyer, and the other material terms and conditions of such transaction (such notice, the “Transferor Notice”) to each Seller, and such notice may also include notice to the Sellers that the Purchaser desires (the “Drag-Along Right”) that each such Seller Transfer in the transaction the percentage of his, her or its Seller Shares equal to the percentage of the Transferor Shares being Transferred in the transaction compared to all of Purchaser Shares owned by the Purchaser at that time (the “Ratable Percentage Shares”) and on the same terms and conditions, including price, upon which the Purchaser is Transferring the Transferor Shares. The Sellers shall, subject to the provisions of this Section 2.06, consent to and raise no objections against such Transfer by the Purchaser and, if requested to do so by the Purchaser in the Transferor Notice, Transfer their respective Ratable Percentage Shares, subject to the provisions of this Section 2.06, on the same terms and conditions upon which the Purchaser is Transferring the Transferor Shares. (b) If the Purchaser proposes to sell Transferor Shares pursuant to any transaction or series of related transactions as to which the Purchaser would be entitled to exercise the Drag-Along Right but the Purchaser does not so elect to exercise the Drag-Along Right, then, as a condition to such Transfer, each Seller shall have the right (the “Tag-Along Right”) to sell to the Drag-Tag Buyer, at such Seller’s option, such Seller’s Ratable Percentage Shares (as calculated in the same manner as set forth in Section 2.06(a)), on the same terms and conditions and at the same price as are applicable to the Transferor Shares. In the event that the Tag-Along Right applies with respect to a proposed Transfer of Transferor Shares, then (i) the Purchaser shall provide notice thereof in the Transferor Notice and (ii) each Seller shall have 30 days following receipt of the Transferor Notice to elect to sell all or a portion of such Seller’s Ratable Percentage Shares. The failure of a Seller to notify the Purchaser of its election of the Tag-Along Right within such 30 day period shall be deemed to constitute a waiver of such Seller’s Tag-Along Right with respect to such Transfer. If the Drag-Tag Buyer is unwilling to purchase the Transferor Shares and all of the Seller Shares desired to be sold by Sellers exercising the Tag-Along Right, then, at the Purchaser’s sole option, either (i) the transaction shall not be consummated or (ii) each of the Transferor Shares and the Seller Shares desired to be sold in the transaction by Sellers exercising the Tag-Along Right shall be ratably reduced to equal an amount of shares determined by multiplying the Transferor Shares or the applicable Seller Shares, as the case may be, by a fraction, the numerator of which is the total number of shares which the Drag-Tag Buyer agrees to purchase in the transaction and the denominator of which is the total number of Transferor Shares and Seller Shares desired to be sold in the transaction. (c) If the Purchaser exercises the Drag-Along Right, each Seller shall, and each Seller who exercises the Tag-Along Right shall, take such actions as reasonably necessary to consummate the applicable transaction, including, without limitation, to execute and deliver a definitive purchase and sale (or other similar) agreement, in substantially the same form and substance as the definitive agreement executed and delivered by the Purchaser; provided, that (i) if the Purchaser exercises the Drag-Along Right, no Seller will be required to provide representations and warranties other than several (and not joint) representations and warranties, and indemnities with respect thereto, substantially similar in scope and substance (other than to conform the same to the applicable transaction) to the representations and warranties made by the Sellers in Sections 2.1 through 2.7 of the Purchase Agreement, and the indemnities given by the Sellers with respect thereto, and (ii) if the Tag-Along Right is exercised, (A) the representations and warranties relating specifically to a Seller participating in the transaction shall be made only by such Seller and any indemnification provided by any Seller participating in the transaction with respect to the Company, if any, shall be based on the shares being Transferred by each of them vis a vis all of the shares in the Company being Transferred in the transaction, on a several, not joint, basis, (B) no Seller shall be required to provide any indemnity in such transaction that provides for liability to such Seller in excess of the amount of proceeds actually received by such Seller in such transaction, and (C) each of the Purchaser and each Seller participating in the transaction shall bear its pro rata share of the costs of the transactions based on the net proceeds to be received by each such person in connection with the transaction to the extent such costs are incurred for the benefit of persons selling shares in the transaction and are not paid by the Drag-Tag Buyer. (d) The Purchaser shall have 120 days following the date of the Transferor Notice in which to consummate a transaction subject to this Section 2.06 on the terms set forth in the Transferor Notice (which 120-day period shall be extended for a reasonable time to the extent reasonably necessary to obtain any regulatory approvals or if necessary to enable the Purchaser and any Seller as an insider of the Company to engage in a transaction in the securities of the Company). If at the end of such period, the Purchaser has not completed the transaction other than as a result of any action or inaction by a Seller in breach of this Agreement, the Purchaser may not then effect a transaction subject to this Section 2.06 without again fully complying with the provisions of this Section 2.06.

Drag Along and Tag Along Rights. (ai) Notwithstanding anything to the contrary in this Agreement, after the Flip Point, if (A) the Class B Member has received a Bona Fide Offer from a Bona Fide Purchaser, (B) the Class B Member proposes to make a Disposition of all, but not less than all, of its Class B Units to such Bona Fide Purchaser pursuant to the terms of the Bona Fide Offer, and (C) the purchase price offered for the Class A Units is at least the lowest Fair Market Value within the range of Fair Market Values as determined pursuant to Section 3.03(e)(iii), the Class B Member may elect to require that all other Members Dispose of their respective Units to such Bona Fide Purchaser for such Fair Market Value pursuant to the terms of such Bona Fide Offer. If the Purchaser Class B Member elects to sell (either in a single or a series require the other Members to Dispose of related transactions) shares representing 25% or more of the Purchaser Shares (such Purchaser Shares desired their respective Units pursuant to be so Transferredthis Section 3.03(e)(i), the “Transferor Shares”)) to an unaffiliated third party (a “Drag-Tag Buyer”), then, at least 30 days prior to the date upon which the Purchaser intends to consummate such Transfer, the Purchaser Class B Member shall give provide written notice thereof which notice shall set forth the consideration to be paid by the Drag-Tag Buyer, and the other material terms and conditions of such transaction (such notice, the “Transferor Notice”) to each Seller, and such notice may also include notice to the Sellers that the Purchaser desires proposed Disposition (the “Drag-Along RightNotice”) that each such Seller Transfer to all other Members not less than sixty (60) Days in the transaction the percentage of his, her or its Seller Shares equal to the percentage advance of the Transferor Shares being Transferred in the transaction compared to all proposed closing of Purchaser Shares owned by the Purchaser at that time (the “Ratable Percentage Shares”) and on the same terms and conditions, including price, upon which the Purchaser is Transferring the Transferor Sharessuch Disposition. The Sellers shall, subject to Drag-Along Notice shall (i) set forth in reasonable detail the provisions of this Section 2.06, consent to and raise no objections against such Transfer by the Purchaser and, if requested to do so by the Purchaser in the Transferor Notice, Transfer their respective Ratable Percentage Shares, subject to the provisions of this Section 2.06, on the same material terms and conditions upon which of the proposed Disposition, including, without limitation, the proposed purchase price of the Class A Units and closing date, (ii) include a copy of the Bona Fide Offer, and (iii) include a certification that the Bona Fide Purchaser is Transferring not an Affiliate of the Transferor SharesClass B Member or a Disqualified Transferee. The other Members shall take any actions reasonable requested in writing by the Class B Member in connection with the consummation of the Disposition to the Bona Fide Purchaser pursuant to the Bona Fide Offer. (bii) Notwithstanding anything to the contrary in this Agreement, after the Flip Point, if (A) the Class B Member has received a Bona Fide Offer from a Bona Fide Purchaser, (B) the Class B Member proposes to make a Disposition of all, but not less than all, of its Class B Units to such Bona Fide Purchaser pursuant to the terms of the Bona Fide Offer, and (C) the purchase price offered for the Class A Units is at least the lowest Fair Market Value within a range of Fair Market Values as determined pursuant to Section 3.03(e)(iii), the Class A Members may elect (by vote of the Majority of Class A Members) to require that the Class B Member purchase, or cause the Bona Fide Purchaser to purchase, all other Members’ respective Units pursuant to the terms of such Bona Fide Offer or, at the election of the Class B Member, at such Fair Market Value if such Fair Market Value is determined by the Qualified Appraiser under Section 3.03(e)(iii) to be higher than the Bona Fide Offer. If the Purchaser proposes to sell Transferor Shares Class A Members make such election pursuant to any transaction or series this Section 3.03(e)(ii), the Class A Members shall provide written notice of related transactions as to which the Purchaser would be entitled to exercise the Drag-Along Right but the Purchaser does not so elect to exercise the Drag-Along Right, then, as a condition to such Transfer, each Seller shall have the right proposed Disposition (the “Tag-Along RightNotice”) to sell to the Drag-Tag Buyer, at such Seller’s option, such Seller’s Ratable Percentage Shares all other Members not less than thirty (as calculated 30) Days in the same manner as set forth in Section 2.06(a)), on the same terms and conditions and at the same price as are applicable to the Transferor Shares. In the event that the Tag-Along Right applies with respect to a proposed Transfer of Transferor Shares, then (i) the Purchaser shall provide notice thereof in the Transferor Notice and (ii) each Seller shall have 30 days following receipt advance of the Transferor Notice to elect to sell all or a portion proposed closing of such Seller’s Ratable Percentage SharesDisposition. The failure of a Seller to notify the Purchaser of its election Upon receipt of the Tag-Along Right within such 30 day period Notice, the Class B Member shall be deemed provide to constitute all Members a waiver of such Seller’s Tag-Along Right with respect to such Transfer. If the Drag-Tag Buyer is unwilling to purchase the Transferor Shares and all of the Seller Shares desired to be sold by Sellers exercising the Tag-Along Right, then, at the Purchaser’s sole option, either reply notice which shall (i) set forth in reasonable detail the transaction shall not be consummated or (ii) each material terms and conditions of the Transferor Shares and the Seller Shares desired to be sold in the transaction by Sellers exercising the Tag-Along Right shall be ratably reduced to equal an amount of shares determined by multiplying the Transferor Shares or the applicable Seller Shares, as the case may be, by a fraction, the numerator of which is the total number of shares which the Drag-Tag Buyer agrees to purchase in the transaction and the denominator of which is the total number of Transferor Shares and Seller Shares desired to be sold in the transaction. (c) If the Purchaser exercises the Drag-Along Right, each Seller shall, and each Seller who exercises the Tag-Along Right shall, take such actions as reasonably necessary to consummate the applicable transactionproposed Disposition, including, without limitation, to execute the proposed purchase price of the Class A Units and deliver closing date, (ii) include a definitive purchase copy of the Bona Fide Offer, and sale (iii) include a certification that the Bona Fide Purchaser is not an Affiliate of the Class B Member or a Disqualified Transferee. The other similar) agreement, Members shall take any actions reasonable requested in substantially the same form and substance as the definitive agreement executed and delivered writing by the Purchaser; provided, that Class B Member in connection with the consummation of the Disposition to the Bona Fide Purchaser pursuant to the Bona Fide Offer. (iiii) if The Fair Market Value of the Units of the other Members subject to the drag-along and tag-along rights set forth in this Section 3.03(e) shall be as determined by the Bona Fide Purchaser exercises except as otherwise provided in this Section 3.03(e)(iii). Following the receipt of a Drag-Along RightNotice or the Class B Member’s reply notice required by Section 3.03(e)(ii), no Seller will the other Members shall have the right, exercisable within thirty (30) Days of receipt of the applicable notice, to request an appraisal of the Fair Market Value of their Units by a Qualified Appraiser to be required to provide representations mutually agreed upon by the Class B Member and warranties the other than several Members. Within fifteen (15) Days following the appointment of the Qualified Appraiser, such appraiser shall determine initially whether the purchase price offered by the Bona Fide Purchaser is within the range of the Fair Market Values of the Units utilizing valuation methods and not joint) representations and warrantiespractices commonly used in the independent electric generating industry, and indemnities with respect thereto, substantially similar in scope and substance (other than to conform the same to the applicable transaction) to the representations and warranties made by the Sellers in Sections 2.1 through 2.7 taking into account all of the Purchase Agreement, facts and the indemnities given by the Sellers with respect thereto, and (ii) if the Tag-Along Right is exercised, (A) the representations and warranties circumstances relating specifically to a Seller participating in the transaction shall be made only by such Seller and any indemnification provided by any Seller participating in the transaction with respect to the Company, including any cash reserves that may be held by the Company; and if anythe purchase price offered by the Bona Fide Purchaser is not within such range, the Qualified Appraiser shall determine the range of Fair Market Values of the Units. The decision of the Qualified Appraiser shall be based binding and conclusive on the shares being Transferred by each of them vis a vis all Parties absent manifest error. If the lowest Fair Market Value of the shares in range determined by the Company being Transferred in Qualified Appraiser is greater than the transactionpurchase price offered by the Bona Fide Purchaser, on a several, the other Members shall not joint, basis, (B) no Seller shall be required to provide any indemnity in Dispose of their Units for less than such transaction that provides for liability to such Seller in excess lowest Fair Market Value. The Class B Member, on the one hand, and the other Members, on the other hand, shall each pay fifty percent (50%) of the amount of proceeds actually received by such Seller in such transaction, fees and (C) each expenses of the Purchaser and each Seller participating in the transaction shall bear its pro rata share of the costs of the transactions based on the net proceeds to be received by each such person in connection with the transaction to the extent such costs are incurred for the benefit of persons selling shares in the transaction and are not paid by the Drag-Tag BuyerQualified Appraiser. (d) The Purchaser shall have 120 days following the date of the Transferor Notice in which to consummate a transaction subject to this Section 2.06 on the terms set forth in the Transferor Notice (which 120-day period shall be extended for a reasonable time to the extent reasonably necessary to obtain any regulatory approvals or if necessary to enable the Purchaser and any Seller as an insider of the Company to engage in a transaction in the securities of the Company). If at the end of such period, the Purchaser has not completed the transaction other than as a result of any action or inaction by a Seller in breach of this Agreement, the Purchaser may not then effect a transaction subject to this Section 2.06 without again fully complying with the provisions of this Section 2.06.

Drag Along and Tag Along Rights. In the event of a sale of a majority of the shares of EFX Brasil to a bona fide unaffiliated third party, EFX Brasil Parent (aas defined below) If the Purchaser elects shall have drag-along rights allowing EFX Brasil Parent to force all minority shareholders to sell (either in their shares on a single or a series of related transactions) shares representing 25% or more of the Purchaser Shares (such Purchaser Shares desired to be so Transferredpro rata basis, the “Transferor Shares”)) to an unaffiliated third party (a “Drag-Tag Buyer”), then, at least 30 days prior to the date upon which the Purchaser intends to consummate such Transfer, the Purchaser shall give written notice thereof which notice shall set forth the consideration to be paid by the Drag-Tag Buyer, and the other material terms and conditions of such transaction (such notice, the “Transferor Notice”) to each Seller, and such notice may also include notice to the Sellers that the Purchaser desires (the “Drag-Along Right”) that each such Seller Transfer in the transaction the percentage of his, her or its Seller Shares equal to the percentage of the Transferor Shares being Transferred in the transaction compared up to all of Purchaser Shares owned such shares held by minority shareholders (and each of the Purchaser minority shareholders shall have the right to force EFX Brasil Parent to drag all of the shares held by minority shareholders), at that time (the “Ratable Percentage Shares”) same price and on the same terms and conditions, including price, upon which the Purchaser is Transferring the Transferor Shares. The Sellers shall, subject to the provisions of this Section 2.06, consent to and raise no objections against such Transfer conditions as agreed by the Purchaser and, if requested to do so by the Purchaser in the Transferor Notice, Transfer their respective Ratable Percentage Shares, subject to the provisions of this Section 2.06, on the same terms and conditions upon which the Purchaser is Transferring the Transferor Shares. (b) If the Purchaser proposes to sell Transferor Shares pursuant to any transaction or series of related transactions as to which the Purchaser would be entitled to exercise the Drag-Along Right but the Purchaser does not so elect to exercise the Drag-Along Right, then, as a condition to such Transfer, each Seller shall have the right (the “Tag-Along Right”) to sell to the Drag-Tag Buyer, at such Seller’s option, such Seller’s Ratable Percentage Shares (as calculated in the same manner as set forth in Section 2.06(a)), on the same terms and conditions and at the same price as are applicable to the Transferor Shares. In the event that the Tag-Along Right applies with respect to a proposed Transfer of Transferor Shares, then (i) the Purchaser shall provide notice thereof in the Transferor Notice and (ii) each Seller shall have 30 days following receipt of the Transferor Notice to elect to sell all or a portion of such Seller’s Ratable Percentage Shares. The failure of a Seller to notify the Purchaser of its election of the Tag-Along Right within such 30 day period shall be deemed to constitute a waiver of such Seller’s Tag-Along Right with respect to such Transfer. If the Drag-Tag Buyer is unwilling to purchase the Transferor Shares and all of the Seller Shares desired to be sold by Sellers exercising the Tag-Along Right, then, at the Purchaser’s sole option, either (i) the transaction shall not be consummated or (ii) each of the Transferor Shares and the Seller Shares desired to be sold in the transaction by Sellers exercising the Tag-Along Right shall be ratably reduced to equal an amount of shares determined by multiplying the Transferor Shares or the applicable Seller Shares, as the case may be, by a fraction, the numerator of which is the total number of shares which the Drag-Tag Buyer agrees to purchase in the transaction and the denominator of which is the total number of Transferor Shares and Seller Shares desired to be sold in the transaction. (c) If the Purchaser exercises the Drag-Along Right, each Seller shall, and each Seller who exercises the Tag-Along Right shall, take such actions as reasonably necessary to consummate the applicable transaction, including, without limitation, to execute and deliver a definitive purchase and sale (or other similar) agreement, in substantially the same form and substance as the definitive agreement executed and delivered by the PurchaserEFX Brasil Parent; provided, that however, that: (ia) if the Purchaser exercises the Drag-Along Right, no Seller will minority shareholders shall not be required to provide representations and warranties other than several (and not joint) fundamental representations and warranties, and indemnities with respect theretoto itself, substantially nor assume any indemnification obligations with respect to EFX Brasil, the Company or their businesses nor be subject to any hold-backs, escrow or other similar in scope arrangements to secure such indemnification obligations; and substance (b) if the consideration offered by the buyer is anything other than cash or cash equivalents, at the request of the relevant minority shareholder, EFX Brasil Parent shall ensure that the minority shareholder receives cash or cash equivalents equal in value to conform the consideration offered by the buyer. If, within 60 days following the closing of the drag-along sale, the minority shareholders (by majority vote) conclude that the price received in such drag-along sale was less than fair market value and provides written notice of the same to EFX Brasil Parent, such minority shareholders will be entitled to challenge such price received and, if it is determined that such price was less than Fair Market Value, will be entitled to receive from EFX Brasil Parent the applicable transaction) to difference between the representations and warranties made by the Sellers in Sections 2.1 through 2.7 of the Purchase Agreement, and the indemnities given by the Sellers with respect thereto, and (ii) if the Tag-Along Right is exercised, (A) the representations and warranties relating specifically to a Seller participating amount paid in the transaction and such Fair Market Value. The minority shareholders shall be made only have tag-along rights allowing them to participate on a pro rata basis (or, at the discretion of the minority shareholders, in respect of all shares held by such Seller and them) in any indemnification provided by any Seller participating in the transaction with respect to the Company, if any, shall be based on sale of a majority of the shares being Transferred of EFX Brasil by each of them vis EFX Brasil Parent to a vis third party. In any event, unless all of the shares of EFX Brasil are sold, the sale by EFX Brasil Parent of shares of EFX Brasil to any third party, including pursuant to a corporate restructuring, shall not affect the rights of the minority shareholders provided in the Company being Transferred in the transaction, on a several, not joint, basis, (B) no Seller shall be required to provide any indemnity in such transaction that provides for liability to such Seller in excess of the amount of proceeds actually received by such Seller in such transaction, and (C) each of the Purchaser and each Seller participating in the transaction shall bear its pro rata share of the costs of the transactions based on the net proceeds to be received by each such person in connection with the transaction to the extent such costs are incurred for the benefit of persons selling shares in the transaction and are not paid by the Drag-Tag Buyerbylaws. (d) The Purchaser shall have 120 days following the date of the Transferor Notice in which to consummate a transaction subject to this Section 2.06 on the terms set forth in the Transferor Notice (which 120-day period shall be extended for a reasonable time to the extent reasonably necessary to obtain any regulatory approvals or if necessary to enable the Purchaser and any Seller as an insider of the Company to engage in a transaction in the securities of the Company). If at the end of such period, the Purchaser has not completed the transaction other than as a result of any action or inaction by a Seller in breach of this Agreement, the Purchaser may not then effect a transaction subject to this Section 2.06 without again fully complying with the provisions of this Section 2.06.

Drag Along and Tag Along Rights. 6.5.1. If a Member (a) If the Purchaser elects to sell (either in a single or a series of related transactions) shares representing 25% or more of the Purchaser Shares (such Purchaser Shares desired to be so Transferred, the “Transferor Shares”)) to an unaffiliated third party (a “Drag-Tag BuyerAlong Member”) receives a Bona Fide Offer to purchase all of its Membership Units that it desires to accept (the “Sale Interest”), then, at least 30 days prior to the date upon which the Purchaser intends to consummate such Transfer, the Purchaser shall give written notice thereof which notice shall set forth the consideration to be paid by then the Drag-Tag Buyer, and Along Member shall have the other material terms and conditions of such transaction right to cause remaining Member(s) (such notice, the “Transferor NoticeDragged-Along Member”) to each Seller, and such notice may also include notice to the Sellers that the Purchaser desires transfer all of its/their Membership Units (the “Drag-Along Right”) that each such Seller Transfer in accordance with the transaction following terms and conditions: (i) Drag-Along Member shall give written notice to Dragged-Along Member specifying the percentage of his, her or its Seller Shares equal to the percentage proposed purchaser of the Transferor Shares being Transferred in the transaction compared to all of Purchaser Shares owned by the Purchaser at that time Sale Interest (the “Ratable Percentage SharesInterest Buyer”) and on (ii) the same terms and conditions, including price, upon which written notice shall include the Purchaser is Transferring the Transferor Shares. The Sellers shall, subject to the provisions of this Section 2.06, consent to and raise no objections against such Transfer by the Purchaser and, if requested to do so by the Purchaser in the Transferor Notice, Transfer their respective Ratable Percentage Shares, subject to the provisions of this Section 2.06, on the same material terms and conditions upon which Drag-Along Member intends to sell the Purchaser is Transferring Sale Interest and the Transferor Shares. date (bwhich may be an estimate) as to when Drag-Along Member expects to complete the sale of the Sale Interest and provide the Dragged-Along Member the opportunity to exercise its/their right of first refusal with respect to the Interest as set forth in Section 6.4. If the Purchaser proposes Dragged-Along Member does not exercise its/their right of first refusal, then it/they shall cooperate diligently and in good faith with Drag-Along Member’s exercise of the Drag-Along Right. If requested by Drag-Along Member, Dragged-Along Member shall join in the execution of a membership purchase agreement and any and all other documents executed by Drag-Along Member in connection with the sale of the Sale Interest (or shall execute conforming documents adjusted to sell Transferor Shares pursuant reflect the interest so transferred by Dragged-Along Member). Dragged-Along Member hereby grants to Drag-Along Member a power of attorney (which is coupled with an interest and therefore irrevocable) for the purpose of executing any transaction or series and all documents required to be executed by Dragged-Along Member in connection with the Drag-Along Right. Drag-Along Member shall not exercise this power of related transactions as attorney unless Dragged-Along Member fails to which the Purchaser would execute any documents required to be entitled to exercise executed by it in connection with the Drag-Along Right but for a period of ten (10) days after receiving written notice of such failure. Notwithstanding the Purchaser does not so elect to exercise foregoing, the DragDragged-Along RightMember will not be required to join in the sale of its Membership Interest hereunder unless, thenin connection with such sale, as a condition to such Transfer, each Seller shall have the right (the “TagDragged-Along Right”) to sell to the Drag-Tag Buyer, at such Seller’s option, such Seller’s Ratable Percentage Shares (as calculated in the same manner as set forth in Section 2.06(a)), on the same terms Member receives its proportional share of rights and conditions and at the same price as are applicable to the Transferor Shares. In the event that the Tag-Along Right applies with respect to a proposed Transfer of Transferor Shares, then (i) the Purchaser shall provide notice thereof in the Transferor Notice and (ii) each Seller shall have 30 days following receipt of the Transferor Notice to elect to sell all or a portion of such Seller’s Ratable Percentage Shares. The failure of a Seller to notify the Purchaser of its election of the Tag-Along Right within such 30 day period shall be deemed to constitute a waiver of such Seller’s Tag-Along Right with respect to such Transfer. If the Drag-Tag Buyer is unwilling to purchase the Transferor Shares and all of the Seller Shares desired to be sold by Sellers exercising the Tag-Along Right, then, at the Purchaser’s sole option, either (i) the transaction shall not be consummated or (ii) each of the Transferor Shares and the Seller Shares desired to be sold in the transaction by Sellers exercising the Tag-Along Right shall be ratably reduced to equal an amount of shares determined by multiplying the Transferor Shares or the applicable Seller Shares, as the case may be, by a fraction, the numerator of which is the total number of shares which the Drag-Tag Buyer agrees to purchase in the transaction and the denominator of which is the total number of Transferor Shares and Seller Shares desired to be sold in the transaction. (c) If the Purchaser exercises the Drag-Along Right, each Seller shall, and each Seller who exercises the Tag-Along Right shall, take such actions as reasonably necessary to consummate the applicable transactionobligations, including, without limitation, purchase price. 6.5.2. If a Member determines that it desires to execute and deliver a definitive purchase and sale (or other similar) agreement, in substantially sell the same form and substance as the definitive agreement executed and delivered by the Purchaser; provided, that (i) if the Purchaser exercises the Sale Interest without exercising its Drag-Along Right, no Seller will be required then such Member shall deliver a written notice that it does not intend to provide representations and warranties other than several (and not joint) representations and warranties, and indemnities with respect thereto, substantially similar in scope and substance (other than to conform the same to the applicable transaction) to the representations and warranties made by the Sellers in Sections 2.1 through 2.7 of the Purchase Agreement, and the indemnities given by the Sellers with respect thereto, and (ii) if the Tagexercise its Drag-Along Right is exercised, (A) the representations and warranties relating specifically to a Seller participating in the transaction shall be made only by such Seller and any indemnification provided by any Seller participating in the transaction with respect to the Company, if any, shall be based on the shares being Transferred by each of them vis a vis all of the shares in the Company being Transferred in the transaction, on a several, not joint, basis, (B) no Seller shall be required to provide any indemnity in such transaction that provides for liability to such Seller in excess of the amount of proceeds actually received by such Seller in such transaction, and (C) each of the Purchaser and each Seller participating in the transaction shall bear its pro rata share of the costs of the transactions based on the net proceeds to be received by each such person in connection with the transaction to the extent such costs are incurred for the benefit of persons selling shares in the transaction and are not paid by the Drag-Tag Buyer. (d) The Purchaser shall have 120 days following the date of the Transferor Notice in which to consummate a transaction subject to this Section 2.06 on the terms set forth in the Transferor Notice (which 120-day period shall be extended for a reasonable time to the extent reasonably necessary to obtain any regulatory approvals or if necessary to enable the Purchaser and any Seller as an insider of the Company to engage in a transaction in the securities of the Company). If at the end of such period, the Purchaser has not completed the transaction other than as a result of any action or inaction by a Seller in breach of this Agreement, the Purchaser may not then effect a transaction subject to this Section 2.06 without again fully complying with the provisions of this Section 2.06.other

Drag Along and Tag Along Rights. (a) If the Purchaser Symmetric elects to sell (either in a single or a series of related transactions) shares representing 25% or more of the Purchaser Symmetric Shares (such Purchaser Symmetric Shares desired to be so Transferred, the “Transferor Shares”)) to an unaffiliated third party (a “Drag-Tag Drag Buyer”), then, at least 30 days prior to the date upon which the Purchaser Symmetric intends to consummate such Transfer, the Purchaser Symmetric shall give written notice thereof which notice shall set forth the consideration to be paid by the Drag-Tag Drag Buyer, and the other material terms and conditions of such transaction (such notice, the “Transferor Notice”) to each Seller, and such notice may also include notice to the Sellers that the Purchaser Symmetric desires (the “Drag-Along Right”) that each such Seller Transfer in the transaction the percentage of his, her or its Seller Shares equal to the percentage of the Transferor Shares being Transferred in the transaction compared to all of Purchaser Symmetric Shares owned by Symmetric, Nahmad and the Purchaser Affiliates of either at that time (the “Ratable Percentage Shares”) and on the same terms and conditions, including price, upon which the Purchaser Symmetric is Transferring the Transferor Shares. The Sellers shall, subject to the provisions of this Section 2.062.05, consent to and raise no objections against such Transfer by the Purchaser Symmetric and, if requested to do so by the Purchaser Symmetric in the Transferor Notice, Transfer their respective Ratable Percentage Shares, subject to the provisions of this Section 2.062.05, on the same terms and conditions upon which the Purchaser Symmetric is Transferring the Transferor Shares. (b) If the Purchaser Symmetric proposes to sell Transferor Shares pursuant to any transaction or series of related transactions as representing 5% or more of the Symmetric Shares to which an unaffiliated third party, including in the Purchaser case where Symmetric would be entitled to exercise the Drag-Along Right but the Purchaser Symmetric does not so elect to exercise the Drag-Along RightRight (a “Tag Buyer”), then, as a condition to such Transfer, each Seller shall have the right (the “Tag-Along Right”) to sell to the Drag-Tag Buyer, Buyer at such Seller’s option, such Seller’s Ratable Percentage Shares (as calculated in the same manner as set forth in Section 2.06(a2.05(a)), on the same terms and conditions and at the same price as are applicable to the Transferor Shares. In the event that the Tag-Along Right applies with respect to a proposed Transfer of Transferor Shares, then (i) the Purchaser Symmetric shall provide notice thereof in the Transferor Notice and (ii) each Seller shall have 30 days following receipt of the Transferor Notice to elect to sell all or a portion of such Seller’s Ratable Percentage Shares. The failure of a Seller to notify the Purchaser of its election of the Tag-Along Right within such 30 day period shall be deemed to constitute a waiver of such Seller’s Tag-Along Right with respect to such Transfer. If the Drag-Tag Buyer is unwilling to purchase the Transferor Shares and all of the Seller Shares desired to be sold by Sellers exercising the Tag-Along Right, then, at the Purchaser’s sole option, either (i) the transaction shall not be consummated or (ii) each of the Transferor Shares and the Seller Shares desired to be sold in the transaction by Sellers exercising the Tag-Along Right shall be ratably reduced to equal an amount of shares determined by multiplying the Transferor Shares or the applicable Seller Shares, as the case may be, by a fraction, the numerator of which is the total number of shares which the Drag-Tag Buyer agrees to purchase in the transaction and the denominator of which is the total number of Transferor Shares and Seller Shares desired to be sold in the transaction. (c) If the Purchaser exercises the Drag-Along Right, each Seller shall, and each Seller who exercises the Tag-Along Right shall, take such actions as reasonably necessary to consummate the applicable transaction, including, without limitation, to execute and deliver a definitive purchase and sale (or other similar) agreement, in substantially the same form and substance as the definitive agreement executed and delivered by the Purchaser; provided, that (i) if the Purchaser exercises the Drag-Along Right, no Seller will be required to provide representations and warranties other than several (and not joint) representations and warranties, and indemnities with respect thereto, substantially similar in scope and substance (other than to conform the same to the applicable transaction) to the representations and warranties made by the Sellers in Sections 2.1 through 2.7 of the Purchase Agreement, and the indemnities given by the Sellers with respect thereto, and (ii) if the Tag-Along Right is exercised, (A) the representations and warranties relating specifically to a Seller participating in the transaction shall be made only by such Seller and any indemnification provided by any Seller participating in the transaction with respect to the Company, if any, shall be based on the shares being Transferred by each of them vis a vis all of the shares in the Company being Transferred in the transaction, on a several, not joint, basis, (B) no Seller shall be required to provide any indemnity in such transaction that provides for liability to such Seller in excess of the amount of proceeds actually received by such Seller in such transaction, and (C) each of the Purchaser and each Seller participating in the transaction shall bear its pro rata share of the costs of the transactions based on the net proceeds to be received by each such person in connection with the transaction to the extent such costs are incurred for the benefit of persons selling shares in the transaction and are not paid by the Drag-Tag Buyer. (d) The Purchaser shall have 120 days following the date of the Transferor Notice in which to consummate a transaction subject to this Section 2.06 on the terms set forth in the Transferor Notice (which 120-day period shall be extended for a reasonable time to the extent reasonably necessary to obtain any regulatory approvals or if necessary to enable the Purchaser and any Seller as an insider of the Company to engage in a transaction in the securities of the Company). If at the end of such period, the Purchaser has not completed the transaction other than as a result of any action or inaction by a Seller in breach of this Agreement, the Purchaser may not then effect a transaction subject to this Section 2.06 without again fully complying with the provisions of this Section 2.06.Ratable

Drag Along and Tag Along Rights. (a) If at any time after the Purchaser elects date hereof, a Majority Interest of the Class A Common Limited Partners and Class B Common Limited Partners, taken together (the “Transferring Partners”), determine to sell (either transfer, directly or indirectly, all of their respective Common Limited Partner Interests in a single one transaction or a series of related transactionstransactions permitted by the provisions of this ARTICLE 16 (an “Article 16 Sale”) shares representing 25% or more and the Class A Common Limited Partners other than the Transferring Partners have not elected to exercise their right of the Purchaser Shares (such Purchaser Shares desired first refusal pursuant to be so Transferred, the “Transferor Shares”)) to an unaffiliated third party (a “Drag-Tag Buyer”)Section 16.7, then, at least 30 days prior to in such event, (i) the date upon which Partnership shall have the Purchaser intends to consummate such Transfer, the Purchaser shall give written notice thereof which notice shall set forth the consideration to be paid by the Drag-Tag Buyer, and the other material terms and conditions of such transaction (such notice, the “Transferor Notice”) to each Seller, and such notice may also include notice to the Sellers that the Purchaser desires right (the “Drag-Along Right”) that each such Seller Transfer ), in the transaction the percentage of his, her or its Seller Shares equal to the percentage Sole Discretion of the Transferor Shares being Transferred in General Partner, to require the transaction compared to all of Purchaser Shares owned by other Common Limited Partners, the Purchaser at that time (Series B Preferred Limited Partners and the “Ratable Percentage Shares”) and on the same terms and conditions, including price, upon which the Purchaser is Transferring the Transferor Shares. The Sellers shall, subject to the provisions of this Section 2.06, consent to and raise no objections against such Transfer by the Purchaser and, if requested to do so by the Purchaser in the Transferor Notice, Transfer their respective Ratable Percentage Shares, subject to the provisions of this Section 2.06, on the same terms and conditions upon which the Purchaser is Transferring the Transferor Shares. (b) If the Purchaser proposes Management Restricted Common Limited Partners to sell Transferor Shares pursuant to any all (but not less than all) of their outstanding Limited Partner Interests as part of such transaction or series of related transactions as to which transactions, and (ii) if the Purchaser would be entitled Partnership elects not to exercise the its Drag-Along Right but and such Article 16 Sale is not a Transfer by such Transferring Partners solely to Affiliates of such Transferring Partners, then the Purchaser does not so elect to exercise the Drag-Along Right, then, as a condition to such Transfer, each Seller other Class A and Class B Limited Partners shall have the right (the “Tag-Along Right”) to sell to the Drag-Tag Buyer, at such Seller’s option, such Seller’s Ratable Percentage Shares (as calculated in the same manner as set forth in Section 2.06(a)), on the same terms in their sole and conditions and at the same price as are applicable to the Transferor Shares. In the event that the Tag-Along Right applies with respect to a proposed Transfer of Transferor Sharesabsolute discretion, then (i) the Purchaser shall provide notice thereof in the Transferor Notice and (ii) each Seller shall have 30 days following receipt of the Transferor Notice to elect to sell all (but not less than all) of their outstanding Class A Common Limited Partner interest or a portion of such Seller’s Ratable Percentage Shares. The failure of a Seller to notify the Purchaser of its election of the Tag-Along Right within such 30 day period shall be deemed to constitute a waiver of such Seller’s Tag-Along Right with respect to such Transfer. If the Drag-Tag Buyer is unwilling to purchase the Transferor Shares and all of the Seller Shares desired to be sold by Sellers exercising the Tag-Along Right, then, at the Purchaser’s sole option, either (i) the transaction shall not be consummated or (ii) each of the Transferor Shares and the Seller Shares desired to be sold in the transaction by Sellers exercising the Tag-Along Right shall be ratably reduced to equal an amount of shares determined by multiplying the Transferor Shares or the applicable Seller SharesClass B Limited Partner Interest, as the case may be, by a fractionas part of such transaction or transactions. In the event of an Article 16 Sale, the numerator of which is total consideration received in the total number of shares which Article 16 Sale by all Partners selling Partnership Interests and receiving consideration shall be allocated among the selling Partners as if such consideration constituted Distributable Assets and had been distributed pursuant to Section 17.2. (b) In the event that the Transferring Partners determine to enter into an Article 16 Sale and the Partnership elects to exercise its Drag-Along Right, then, in such event the Transferring Partners shall provide the other Limited Partners subject to the Drag-Tag Buyer agrees Along Right with written notice (the “Sale Notice”) of the Article 16 Sale, which Sale Notice shall specify the price and other material terms of the Article 16 Sale, not more than 60 and not less than 30 days prior to purchase the closing date of the Article 16 Sale. Upon receipt of the Sale Notice, the Limited Partners subject to the Drag-Along Right shall take all steps necessary to facilitate the prompt closing of the Article 16 Sale and at the closing of the Article 16 Sale, the Limited Partners subject to the Drag-Along Right shall sell their Limited Partner Interests and shall do, execute, acknowledge and deliver all such further acts, documents and instruments as may be reasonably required to consummate the Article 16 Sale. The transfer of Limited Partner Interests subject to the Drag-Along Right pursuant to this Section 16.8(b) shall not be subject to the restrictions on transferability contained elsewhere in the transaction and the denominator of which is the total number of Transferor Shares and Seller Shares desired to be sold in the transactionthis ARTICLE 16. (c) If In the Purchaser exercises event that (i) the Transferring Partners determine to enter into an Article 16 Sale and the Partnership does not elect to exercise its Drag-Along RightRight and such Article 16 Sale is not a Transfer by such Transferring Partners solely to Affiliates of such Transferring Partners, each Seller shallthen the Transferring Partners shall provide the other Class A Common Limited Partners and Class B Limited Partners with the Sale Notice, which Sale Notice shall specify the price and other material terms of the Article 16 Sale, not less than 30 days prior to the closing of the Article 16 Sale, and each Seller who exercises the other Class A Common Limited Partners and Class B Limited Partners shall if applicable, provide the Transferring Partners with notice of their intention to exercise their Tag-Along Right within 10 days prior to the closing date (the “Tag-Along Notice”). Upon receipt of the Tag-Along Right shallNotice, the Transferring Partners shall take all steps necessary to facilitate the sale of the other Class A Common Limited Partners’ and Class B Limited Partners’ Limited Partner Interests in the Article 16 Sale and shall do, execute, acknowledge and deliver all such actions further acts, documents and instruments as may be reasonably necessary required to consummate the applicable transaction, including, without limitation, to execute and deliver a definitive purchase and sale (or other similar) agreement, in substantially the same form and substance as the definitive agreement executed and delivered by the Purchaser; provided, that (i) if the Purchaser exercises the Drag-Along Right, no Seller will be required to provide representations and warranties other than several (and not joint) representations and warranties, and indemnities with respect thereto, substantially similar in scope and substance (other than to conform the same to the applicable transaction) to the representations and warranties made by the Sellers in Sections 2.1 through 2.7 of the Purchase Agreement, and the indemnities given by the Sellers with respect thereto, and (ii) if the Tag-Along Right is exercised, (A) the representations and warranties relating specifically to a Seller participating in the transaction shall be made only by such Seller and any indemnification provided by any Seller participating in the transaction with respect to the Company, if any, shall be based on the shares being Transferred by each of them vis a vis all of the shares in the Company being Transferred in the transaction, on a several, not joint, basis, (B) no Seller shall be required to provide any indemnity in such transaction that provides for liability to such Seller in excess of the amount of proceeds actually received by such Seller in such transaction, and (C) each of the Purchaser and each Seller participating in the transaction shall bear its pro rata share of the costs of the transactions based on the net proceeds to be received by each such person in connection with the transaction to the extent such costs are incurred for the benefit of persons selling shares in the transaction and are not paid by the Drag-Tag BuyerArticle 16 Sale. (d) The Purchaser shall have 120 days following the date of the Transferor Notice in which to consummate a transaction subject to this Section 2.06 on the terms set forth in the Transferor Notice (which 120-day period No Partner shall be extended for a reasonable time required to make any representations or warranties in connection with any such Article 16 Sale other than representations and warranties as to (i) such Partner’s ownership of its Partnership Interest to be transferred free and clear of all liens and encumbrances of any kind, including any pledge, mortgage, hypothecation, security interest, levy, executory seizure, attachment, garnishment, voting agreement, preemptive rights, financial statement filings, options, claims or rights of or obligation to another Person, (ii) such Partner’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as the transferee may reasonably require. (e) Without limiting any rights or remedies available to the extent reasonably necessary to obtain any regulatory approvals or if necessary to enable the Purchaser and any Seller as an insider of the Company to engage in a transaction in the securities of the Company). If at the end of such period, the Purchaser has not completed the transaction other than as a result of any action or inaction by a Seller in parties hereunder for breach of this AgreementSection 16.8, it is expressly understood and agreed that the Purchaser may not then effect a transaction subject to this Section 2.06 without again fully complying with Limited Partners and the provisions Partnership shall have the right of specific performance of the terms of this Section 2.0616.8.

Drag Along and Tag Along Rights. (a) If The Liberty Parties will be subject to drag along rights in the Purchaser elects to event the Founders and their Permitted Transferees sell (either at least a majority of the New United Class B Stock beneficially owned by them in a single or a series of related transactions) shares representing 25% or more of the Purchaser Shares (such Purchaser Shares desired to be so Transferred, the “Transferor Shares”)) to transaction with an unaffiliated third party (that is not a “Drag-Tag Buyer”)Permitted Transferee, then, at least 30 days prior to provided that they have first complied with the date upon which the Purchaser intends to consummate right of first offer contemplated by paragraph 1. In such Transferevent, the Purchaser shall give written notice thereof which notice shall set forth the consideration to be paid by the Drag-Tag Buyer, Liberty Parties may elect that either their proportionate number of shares of Class B and the other material terms and conditions of such transaction (such notice, the “Transferor Notice”) to each Seller, and such notice may also include notice to the Sellers that the Purchaser desires (the “Drag-Along Right”) that each such Seller Transfer in the transaction the percentage of his, her C Stock or its Seller Shares equal to the percentage of the Transferor Shares being Transferred in the transaction compared to all of Purchaser Shares owned by the Purchaser at that time (the “Ratable Percentage Shares”) their shares of Class B and on the same terms and conditions, including price, upon which the Purchaser is Transferring the Transferor Shares. The Sellers shall, C Stock will be subject to the drag along right, provided that if in such transaction Xxxx Xxxxxxxxx and X. Xxxxxxxxx Holdings, LLP sell all of the shares of New United Class B Stock beneficially owned by them and those shares are equal in number to at least 40% of the shares of New United Class B Stock beneficially owned by Xxxx Xxxxxxxxx and X. Xxxxxxxxx Holdings, LLP in the aggregate at the time of signing the Stockholders Agreement (which shall not be less than the number of shares of Old United Class B common stock so owned by them as of June 25, 2000), appropriately adjusted for stock splits, stock dividends and similar events, then all of the Liberty Parties' shares of Class B and C Stock will be subject to the drag along right. The Liberty Parties will be entitled to tag along rights upon any sale by Founders of at least a majority of their Class B Stock. Founders will have tag along rights upon a sale by the Liberty Parties of at least a majority of their Class C Stock or, after its conversion, Class B Stock. The Liberty Parties may require that any transaction with respect to which the Founders exercise their drag along rights be structured as a transaction in which all holders of New United Class B Stock and Class C Stock are treated equally and that is a tax-free transaction for the Liberty Parties. The provisions of this Section 2.06, consent paragraph will not apply to and raise no objections against such Transfer by the Purchaser and, if requested transfers to do so by the Purchaser in the Transferor Notice, Transfer their respective Ratable Percentage Shares, subject to the provisions of this Section 2.06, on the same terms and conditions upon which the Purchaser is Transferring the Transferor Shares. (b) If the Purchaser proposes to sell Transferor Shares pursuant to any transaction or series of related transactions as to which the Purchaser would be entitled to exercise the Drag-Along Right but the Purchaser does not so elect to exercise the Drag-Along Right, then, as a condition to such Transfer, each Seller shall have the right (the “Tag-Along Right”) to sell to the Drag-Tag Buyer, at such Seller’s option, such Seller’s Ratable Percentage Shares (as calculated in the same manner Permitted Transferees as set forth in Section 2.06(a)), on the same terms and conditions and at the same price as are applicable paragraph 2 above. Shares of Class C Stock transferred pursuant to the Transferor Shares. In foregoing provisions shall be converted to Class A Stock or, if then permissible under the event that the Tag-Along Right applies with respect to a proposed Transfer of Transferor Shares, then (i) the Purchaser shall provide notice thereof in the Transferor Notice and (ii) each Seller shall have 30 days following receipt conversion provisions of the Transferor Notice to elect to sell all or a portion of such Seller’s Ratable Percentage Shares. The failure of a Seller to notify the Purchaser of its election of the Tag-Along Right within such 30 day period shall be deemed to constitute a waiver of such Seller’s Tag-Along Right with respect to such Transfer. If the Drag-Tag Buyer is unwilling to purchase the Transferor Shares and all of the Seller Shares desired to be sold by Sellers exercising the Tag-Along RightClass C Stock described in Exhibit B, then, at the Purchaser’s sole option, either (i) the transaction shall not be consummated or (ii) each of the Transferor Shares and the Seller Shares desired to be sold in the transaction by Sellers exercising the Tag-Along Right shall be ratably reduced to equal an amount of shares determined by multiplying the Transferor Shares or the applicable Seller Shares, as the case may be, by a fraction, the numerator of which is the total number of shares which the Drag-Tag Buyer agrees to purchase in the transaction and the denominator of which is the total number of Transferor Shares and Seller Shares desired to be sold in the transactionClass B Stock. (c) If the Purchaser exercises the Drag-Along Right, each Seller shall, and each Seller who exercises the Tag-Along Right shall, take such actions as reasonably necessary to consummate the applicable transaction, including, without limitation, to execute and deliver a definitive purchase and sale (or other similar) agreement, in substantially the same form and substance as the definitive agreement executed and delivered by the Purchaser; provided, that (i) if the Purchaser exercises the Drag-Along Right, no Seller will be required to provide representations and warranties other than several (and not joint) representations and warranties, and indemnities with respect thereto, substantially similar in scope and substance (other than to conform the same to the applicable transaction) to the representations and warranties made by the Sellers in Sections 2.1 through 2.7 of the Purchase Agreement, and the indemnities given by the Sellers with respect thereto, and (ii) if the Tag-Along Right is exercised, (A) the representations and warranties relating specifically to a Seller participating in the transaction shall be made only by such Seller and any indemnification provided by any Seller participating in the transaction with respect to the Company, if any, shall be based on the shares being Transferred by each of them vis a vis all of the shares in the Company being Transferred in the transaction, on a several, not joint, basis, (B) no Seller shall be required to provide any indemnity in such transaction that provides for liability to such Seller in excess of the amount of proceeds actually received by such Seller in such transaction, and (C) each of the Purchaser and each Seller participating in the transaction shall bear its pro rata share of the costs of the transactions based on the net proceeds to be received by each such person in connection with the transaction to the extent such costs are incurred for the benefit of persons selling shares in the transaction and are not paid by the Drag-Tag Buyer. (d) The Purchaser shall have 120 days following the date of the Transferor Notice in which to consummate a transaction subject to this Section 2.06 on the terms set forth in the Transferor Notice (which 120-day period shall be extended for a reasonable time to the extent reasonably necessary to obtain any regulatory approvals or if necessary to enable the Purchaser and any Seller as an insider of the Company to engage in a transaction in the securities of the Company). If at the end of such period, the Purchaser has not completed the transaction other than as a result of any action or inaction by a Seller in breach of this Agreement, the Purchaser may not then effect a transaction subject to this Section 2.06 without again fully complying with the provisions of this Section 2.06.