Common use of Drag-Along Obligations Clause in Contracts

Drag-Along Obligations. If any Investor or Additional Stockholder or group of Investors and Additional Stockholders (“Sellers”) agree to Dispose of, by merger, sale or otherwise, all of their shares of Capital Stock (or other securities of the Company) constituting not less than fifty and one-tenth percent (50.1%) of the shares of Capital Stock (including Common Stock issuable upon exercise of any warrant or option) then outstanding, and such sale is contingent on all of the outstanding shares of Capital Stock (and other securities of the Company) being sold simultaneously, then, provided such proposed sale is pursuant to a bona fide, arms-length agreement with a third party not affiliated with the Sellers, the other Investors and Additional Stockholders shall (i) be required to and shall sell all of their shares of Capital Stock (or other securities of the Company) pursuant to such proposed sale, (ii) vote for any such transaction proposed by Sellers, and (iii) agree to become a party to any proposed agreement for the sale of such shares by and to execute any agreement, certificate or other documents required to be executed in connection with such sale, including making such representations and warranties as, but not more extensive than, those made by Sellers, provided that no other Investor or Additional Stockholder shall be required to indemnify the acquiror of the securities of the Company sold in an amount in excess of the proceeds received by such other Investor or Additional Stockholder from such sale net of all costs, expenses and taxes attributable to such sale. The sale by the other Investors and Additional Stockholders pursuant to this Section 5.2 shall be on the same terms and conditions as the sale by the Sellers (including the payment of the same consideration per share for each share of the same class of securities sold). If such other Investors and Additional Stockholders fail to comply with the provisions of this Section 5.2, Sellers shall be entitled to treat such failure as breach of this Agreement for which Sellers shall be entitled to specific performance and/or damages.

Drag-Along Obligations. If any Investor (a) In the event that two-thirds-in-interest of the Investors determine to sell or Additional Stockholder otherwise dispose of all or group of Investors and Additional Stockholders (“Sellers”) agree to Dispose of, by merger, sale or otherwise, substantially all of their shares of Capital Stock (or other securities the assets of the Company) constituting not less than fifty and oneCompany or all or substantially all of the capital stock of the Company owned by the Investors to any non-tenth percent (50.1%Affiliate(s) of the shares of Capital Stock (including Common Stock issuable upon exercise of Company or any warrant or option) then outstanding, and such sale is contingent on all of the outstanding shares of Capital Stock (and other securities Investors, or to cause the Company to merge with or into or consolidate with any non-Affiliate(s) of the CompanyCompany or any of the Investors (in each case, the "Buyer") being sold simultaneously, then, provided such proposed sale is pursuant to in a bona fidefide negotiated transaction (a "Sale"), arms-length agreement with a third party not affiliated with each of the SellersFounders, including any of their respective Permitted Transferees (collectively, the other Investors "Non-Investor Stockholders"), shall be obligated to and Additional Stockholders shall upon the written request of two-thirds-in- interest of the Investors: (i) sell, transfer and deliver, or cause to be required sold, transferred and delivered, to and shall sell the Buyer, his Shares (including for this purpose all of their shares such Non-Investor Stockholder's Shares that presently or as a result of Capital Stock any such transaction may be acquired upon the exercise of options (or other securities following the payment of the Companyexercise price therefor)) pursuant on substantially the same terms applicable to such proposed salethe Investors (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities and the exercise of exercisable securities as well as the relative preferences and priorities of the Preferred Stock); and (ii) vote for execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Shares in favor of any such transaction Sale proposed by Sellersthe Investors and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, as the Investors or the Buyer may reasonably require in order to carry out the terms and provisions of this Section 3.4. (iiib) agree In the event of a Sale to become a party to any proposed agreement for the sale of such shares by and to execute any agreementBuyer as contemplated in Section 3.4(a) above, certificate or other documents required to be executed in connection with such saleeach Founder, including making each Founder's Permitted Transferees, shall in the event that the Investors do not exercise their "drag-along" rights in Section 3.4(a) above, have the right to require the Investors to include such representations and warranties as, but not more extensive than, those made by Sellers, provided that no other Investor Founder's or Additional Stockholder shall be required to indemnify Permitted Transferee's Shares in the acquiror of the securities of the Company sold in an amount in excess of the proceeds received by such other Investor or Additional Stockholder from such sale net of all costs, expenses and taxes attributable to such sale. The sale by the other Investors and Additional Stockholders pursuant to this Section 5.2 shall be Sale on the same terms as the Investors' Shares (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities and the exercise of exercisable securities as well as the relative priorities and preferences of the Preferred Stock and the terms of any options issued by the Company), which such right shall be exercisable by the delivery of written notice to the Company and each of the Investors at least twenty (20) days prior to the date proposed for the closing of the Sale. (c) Not less than thirty (30) days prior to the date proposed for the closing of any Sale, the Investors shall give written notice to each Non-Investor Stockholder, setting forth in reasonable detail the name or names of the Buyer, the terms and conditions as of the sale by the Sellers (Sale, including the payment purchase price, and the proposed closing date. In furtherance of the same consideration per share for each share of the same class of securities sold). If such other Investors and Additional Stockholders fail to comply with the provisions of this Section 5.23.4, Sellers each of the Non-Investor Stockholders hereby (i) irrevocably appoints TA Associates, Inc. as its agent and attorney-in-fact (the "Agent") (with full power of substitution) to execute all agreements, instruments and certificates and take all actions necessary or desirable to effectuate any Sale hereunder; and (ii) grants to the Agent a proxy (which shall be entitled deemed to treat be coupled with an interest and irrevocable) to vote the Shares held by such failure as Non-Investor Stockholder and exercise any consent rights applicable thereto in favor of any Sale hereunder; provided, -------- however, that the Investors shall not exercise such powers-of-attorney or ------- proxies with respect to any Non-Investor Stockholder unless such Non- Investor Stockholders are in breach of their obligations under this Agreement for which Sellers shall be entitled to specific performance and/or damagesSection 3.4.