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.

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.