Common use of Drag-Along Obligation Clause in Contracts

Drag-Along Obligation. Management equity is subject to pro rata drag-along rights of Apax (i.e., the right of Apax to compel the sale of equity held by all other holders in connection with a sale by Apax at the same price and on substantially the same other terms). Customary provisions would apply to limit a dragged holder’s liability for representations, warranties and indemnities related to New Holdings and its subsidiaries in the drag-along sale to no more than that holder’s pro rata share of the aggregate liability (but not in excess of the net proceeds received by the holder in the sale). The drag-along rights will terminate if Apax, Xxxxxx Xxxxxxx and their affiliates (including for this purpose other stockholders acting with them) collectively hold less than 50% of the voting shares.