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

Drag-Along and Tag-Along Rights. If the Class A Members propose to Transfer all or a portion of their Class A Membership Interests such that, following such Transfer, the Class A Members, together with their Affiliates and family members, would beneficially own less than 50% of the outstanding Class A Membership Interests (an “Eligible Transfer”), then the Class A Members shall have the right (a “Drag Right”) to require that the Class B Member join in such sale by selling a pro rata portion of such Class B Member’s Class B Membership Interest at the same time; provided that if the Class A Members elect not to exercise their Drag Right, the Class A Members must allow the Class B Member to elect to participate (a “Tag Right”) in such sale by selling a pro rata portion of such Class B Member’s Class B Membership Interest at the same time. The Class B Member shall provide written notice (a “Transfer Notice”) to the Class B Member not less than 30 days prior to the proposed closing of any Eligible Transfer, which Transfer Notice shall state either (a) that the Class A Members are exercising their Drag Right or (b) that the Class A Members are not exercising their Drag Right, but that the Class B Member may exercise his Tag Right. To exercise his Tag Right, the Class B Member must provide written notice to the Class A Members at the address specified in the Transfer Notice within 10 days of the Class B Member’s receipt of such Transfer Notice. The Class B Member shall forfeit his Tag Right upon failure to provide timely notice in the manner set forth in the immediately preceding sentence. Upon exercise by the Class A Members of their Drag Right or by the Class B Member of his Tag Right, in connection with an Eligible Transfer, the terms and conditions of the sale of the Class B Membership Interest shall be no less favorable to the Class B Member as those of the sale of the Class A Interests by the Class A Members; provided that the consideration to be received by the Class B Member in respect of the Class B Interest, or portion thereof, sold shall be in the same form as received by the Class A Members, whether cash or other property, but in the amount specified in Section 5.1(b)(ii); and provided, further, (x) all representations, warranties, covenants and indemnities provided by the Class B Member, if any, shall be several and not joint with the Class A Members, (y) the Class B Member shall not be liable for the breach of any representation, warranty or covenant by a Class A Member and (z) the Class B Member’s liability shall not exceed the proceeds received by the Class B Member in connection with the closing of the Eligible Transfer.

Drag-Along and Tag-Along Rights. If (i) Notwithstanding anything to the Class A Members propose to Transfer all or a portion of their Class A Membership Interests such thatcontrary in this Agreement, following such Transferafter the Flip Point, the Class A Members, together with their Affiliates and family members, would beneficially own less than 50% of the outstanding Class A Membership Interests if (an “Eligible Transfer”), then the Class A Members shall have the right (a “Drag Right”A) to require that the Class B Member join in such sale by selling has received a pro rata portion of such Class B Member’s Class B Membership Interest at the same time; provided that if the Class A Members elect not to exercise their Drag RightBona Fide Offer from a Bona Fide Purchaser, the Class A Members must allow (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 participate (a “Tag Right”) in require that all other Members Dispose of their respective Units to such sale by selling a pro rata portion Bona Fide Purchaser for such Fair Market Value pursuant to the terms of such Bona Fide Offer. If the Class B Member’s Class B Membership Interest at Member elects to require the same time. The other Members to Dispose of their respective Units pursuant to this Section 3.03(e)(i), the Class B Member shall provide written notice of such proposed Disposition (a the “Transfer Drag-Along Notice”) to the Class B Member all other Members not less than 30 days prior to sixty (60) Days in advance of the proposed closing of any Eligible Transfer, which Transfer such Disposition. The Drag-Along Notice shall state either (ai) that the Class A Members are exercising their Drag Right or (b) that the Class A Members are not exercising their Drag Right, but that the Class B Member may exercise his Tag Right. To exercise his Tag Right, the Class B Member must provide written notice to the Class A Members at the address specified in the Transfer Notice within 10 days of the Class B Member’s receipt of such Transfer Notice. The Class B Member shall forfeit his Tag Right upon failure to provide timely notice in the manner set forth in reasonable detail the immediately preceding sentence. Upon exercise by the Class A Members of their Drag Right or by the Class B Member of his Tag Right, in connection with an Eligible Transfer, the material terms and conditions of the sale 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 not an Affiliate of the Class B Membership Interest Member or a Disqualified Transferee. The other Members shall be no less favorable to the Class B Member as those of the sale of the Class A Interests by the Class A Members; provided that the consideration to be received by the Class B Member take any actions reasonable requested in respect of the Class B Interest, or portion thereof, sold shall be in the same form as received by the Class A Members, whether cash or other property, but in the amount specified in Section 5.1(b)(ii); and provided, further, (x) all representations, warranties, covenants and indemnities provided by the Class B Member, if any, shall be several and not joint with the Class A Members, (y) the Class B Member shall not be liable for the breach of any representation, warranty or covenant by a Class A Member and (z) the Class B Member’s liability shall not exceed the proceeds received writing by the Class B Member in connection with the closing consummation of the Eligible TransferDisposition to the Bona Fide Purchaser pursuant to the Bona Fide Offer.