Common use of Drag-Along Obligations Clause in Contracts

Drag-Along Obligations. 2.1 In the event that any Transferors propose to transfer to a bona fide third party, in one or a series of related transfers, an amount of TopCo Shares that would result in a Change of Control, they shall have the right (the “Drag-Along Right”) to require Management KG to exercise its rights under Section 6.5 of the MEP Shareholders Agreement to cause each Manager to sell up to the Pro Rata Amount of such Manager’s Partnership Interest; provided that the MEP Board may be obliged to require the inclusion of TopCo Shares in lieu of Partnership Interests in the proposed transfer, in which case Management KG shall transfer the number of A-Shares, B1-Shares and Vested B2-Shares which are owned by it and are represented by the Partnership Interests that would have been included in the transfer pursuant to the exercise of the Drag-Along Right. Any such Partnership Interests or TopCo Shares shall be included in the proposed transfer on terms and conditions which are no less favourable to the Managers (or Management KG in the case of a sale of TopCo Shares in lieu of Partnership Interests) than those applicable to the transfer of TopCo Shares by the Transferors and at the same price per Share as the price afforded to the Transferors in the transfer. 2.2 In order to exercise a Drag-Along Right, the Transferors shall deliver a written notice (a “Drag-Along Notice”) to Management KG setting forth in reasonable detail the consideration that they intend to receive and the other terms and conditions upon which the TopCo Shares are to be transferred (including the identity of the proposed transferee). If there is a material change in the terms of the proposed transfer contained in the Drag-Along Notice, the Transferors shall deliver a revised notice to Management KG setting forth the revised terms. Management KG shall promptly distribute a copy of the Drag-Along Notice and any revisions thereto to the Managers. 2.3 The Transferors shall not have any Drag-Along Rights (i) for any transfer by any Investor or affiliate thereof to any other Investor or affiliate thereof, or (ii) with respect to any TopCo Shares which have been listed on a recognized stock exchange or regulated market and may be publicly traded, and with respect to any portions of Partnership Interests representing such TopCo Shares. The parties to the Investment and Shareholders Agreement Regarding Certain Investments in Omega Holdco B.V. entered into on 28 January 2011(as amended and restated from time to time) (“MEP Shareholders Agreement”), inter alios by Omega MEP GmbH (in the process of being re-named from Maia Achtundfünfzigste Vermögensverwaltungs-GmbH), registered in the commercial register of the local court (Amtsgericht) Frankfurt am Main under HRB 89488 (the “General Partner”), enter into the following arbitration agreement (the “Arbitration Agreement”): 1. All disputes arising out of or in connection with the MEP Shareholders Agreement, including the validity of the MEP Shareholders Agreement, shall be finally settled according to the Arbitration Rules of the German Institution of Arbitration (Deutsche Institution fur Schiedsgerichtsbarkeit e.V. - DIS) without recourse to the ordinary courts of law. 2. The place of arbitration shall be Frankfurt am Main.

Drag-Along Obligations. 2.1 A. In the event the Issuer’s Board of Directors approves a Change of Control of the Issuer, the Board of Directors of the Issuer shall give notice (the “Corporate Transaction Notice”) to Purchaser (together with their transferees, successors and assigns) stating that any Transferors propose the Board of Directors of the Issuer has approved such Change of Control. The Corporate Transaction Notice also shall set forth the name and address of the person or entity proposing to transfer buy the Issuer, its assets or its capital stock (the “Acquisition Offeror”) and shall summarize the basic terms of the proposed Change of Control. Any Corporate Transaction Notice may be rescinded by the Board of Directors of the Issuer by delivering written notice thereof to a bona fide third partythe Purchaser. B. As soon as practicable after receipt of the Corporate Transaction Notice, in one or a series of related transfers, an amount of TopCo Shares that would result in a the Purchaser shall take all lawful action reasonably necessary and requested by the Issuer to complete the Change of Control, they shall have including without limitation (A) the right (the “Drag-Along Right”) to require Management KG to exercise its rights under Section 6.5 voting of all Shares of the MEP Shareholders Agreement to cause each Manager to sell up to the Pro Rata Amount of such Manager’s Partnership Interest; provided that the MEP Board may be obliged to require the inclusion of TopCo Shares in lieu of Partnership Interests in the proposed transfer, in which case Management KG shall transfer the number of A-Shares, B1-Shares and Vested B2-Shares which are owned by it and are represented Issuer held by the Partnership Interests that would have been included Purchaser in the transfer pursuant to the exercise favor of the Drag-Along Right. Any such Partnership Interests or TopCo Shares shall be included in Change of Control of the proposed transfer on terms and conditions which are no less favourable to the Managers (or Management KG in the case of a sale of TopCo Shares in lieu of Partnership Interests) than those applicable to the transfer of TopCo Shares by the Transferors and at the same price per Share as the price afforded to the Transferors in the transfer. 2.2 In order to exercise a Drag-Along Right, the Transferors shall deliver a written notice (a “Drag-Along Notice”) to Management KG setting forth in reasonable detail the consideration that they intend to receive Issuer and the waiver of any dissenter’s or appraisal rights or other terms and conditions upon which the TopCo Shares are rights granted to be transferred (including the identity of the proposed transferee). If there is a material change in the terms of the proposed transfer contained in the Drag-Along Notice, the Transferors shall deliver a revised notice to Management KG setting forth the revised terms. Management KG shall promptly distribute a copy of the Drag-Along Notice and any revisions thereto to the Managers. 2.3 The Transferors shall not have any Drag-Along Rights (iminority shareholders) for any transfer by any Investor or affiliate thereof to any other Investor or affiliate thereof, or (ii) with respect to any TopCo Shares which have been listed on a recognized stock exchange or regulated market and may be publicly traded, and with respect to any portions of Partnership Interests representing such TopCo Shares. The parties to the Investment and Shareholders Agreement Regarding Certain Investments in Omega Holdco B.V. entered into on 28 January 2011(as amended and restated from time to time) (“MEP Shareholders Agreement”), inter alios by Omega MEP GmbH (in the process of being re-named from Maia Achtundfünfzigste Vermögensverwaltungs-GmbH), registered in the commercial register of the local court (Amtsgericht) Frankfurt am Main under HRB 89488 (the “General Partner”), enter into the following arbitration agreement (the “Arbitration Agreement”): 1. All disputes arising out of or applicable law in connection with the MEP Shareholders Agreement, including the validity Change of Control of the MEP Shareholders AgreementIssuer, (B) if so requested, the surrender to the Acquisition Offeror of certificates, if any, representing all Shares and all instruments, if any, representing convertible securities of the Issuer held by the Purchaser, properly endorsed for transfer to the Acquisition Offeror against payment of the sale price for such Shares or such convertible securities in the Change of Control of the Issuer, and (C) the execution of all sale, liquidation and other agreements in the form reasonably requested (containing, among other things, reasonable and customary representations and warranties relating to the valid title to such Shares free and clear of any liens, claims, encumbrances and restrictions of any kind (other than those arising hereunder) and such Purchaser’s power, authority, and right to enter into and consummate such purchase or merger agreement without violating any other agreement, which representations and warranties shall be finally settled according substantially similar in all material respects to the Arbitration Rules representations and warranties made by other shareholders) of the German Institution Issuer that hold an equal or greater percentage of Arbitration (Deutsche Institution fur Schiedsgerichtsbarkeit e.V. - DISthe Issuer’s Shares. Each such Purchaser hereby agrees, after having received a Corporate Transaction Notice, not to exercise any dissenter’s or appraisal rights or other rights granted to minority shareholders) without recourse under applicable law in connection with the Change of Control of the Issuer. C. The obligations of the Purchaser pursuant to this Section 9 are subject to the ordinary courts satisfaction of law.the following conditions: 2. The place (1) Upon the consummation of arbitration the Change of Control of the Issuer, the Purchaser shall be Frankfurt am Mainentitled to receive the same proportion, if any, of the aggregate consideration from such Change of Control that the Purchaser would have received if such aggregate consideration had been distributed by the Issuer to the shareholders of the Issuer in complete liquidation pursuant to the rights and preferences set forth in the Articles as in effect immediately prior to such Change of Control (giving effect to applicable orders of priority and the exercise price of all warrants and options); (2) If any shareholder of the Issuer is given an option as to the form of consideration to be received by such shareholder of the Issuer, all holders of such class or classes will be given the same option; (3) Purchaser shall not be obligated to make any out-of-pocket expenditure prior to the consummation of the Change of Control of the Issuer or to pay more than his pro rata share (based on the amount of consideration received) of reasonable expenses incurred for the benefit of all shareholders and are not otherwise paid by the Issuer or the acquiring party (costs incurred by or on behalf of Purchaser for his sole benefit will not be considered costs of the transaction hereunder); provided, that Purchaser’s liability for such expenses shall be capped at the aggregate consideration received by such Purchaser for his Shares of the Issuer; provided, further that Purchaser shall not be responsible for any such expenses unless all shareholders are similarly responsible for their pro rata portion of such expenses; and (4) The Purchaser shall be required to provide representations or indemnities in connection with the Change of Control of the Issuer only concerning Purchaser’s valid ownership of his Shares of the Issuer, free and clear of all liens and encumbrances other than those arising under applicable securities laws, and each such Purchaser’s power, authority, and right to enter into and consummate such purchase or merger agreement without violating any other agreement and then in each case, Purchaser shall not be liable for more than his pro rata share (based upon the amount of consideration received) of any liability for misrepresentation or indemnity and such liability shall not exceed the total purchase price received by Purchaser for his Shares of the Issuer.

Drag-Along Obligations. 2.1 In the event that any Transferors propose to transfer to a bona fide third party, in one or a series of related transfers, an amount of TopCo Shares that would result in a Change of Control, they shall have the right (the “Drag-Along Right”) to require Management KG to exercise its rights under Section 6.5 of the MEP Shareholders Agreement to cause each Manager to sell up to the Pro Rata Amount of such Manager’s Partnership Interest; provided that the MEP Board may be obliged to require the inclusion of TopCo Shares in lieu of Partnership Interests in the proposed transfer, in which case Management KG shall transfer the number of A-Shares, Annex C B1-Shares and Vested B2-Shares which are owned by it and are represented by the Partnership Interests that would have been included in the transfer pursuant to the exercise of the Drag-Along Right. Any such Partnership Interests or TopCo Shares shall be included in the proposed transfer on terms and conditions which are no less favourable to the Managers (or Management KG in the case of a sale of TopCo Shares in lieu of Partnership Interests) than those applicable to the transfer of TopCo Shares by the Transferors and at the same price per Share as the price afforded to the Transferors in the transfer. 2.2 In order to exercise a Drag-Along Right, the Transferors shall deliver a written notice (a “Drag-Along Notice”) to Management KG setting forth in reasonable detail the consideration that they intend to receive and the other terms and conditions upon which the TopCo Shares are to be transferred (including the identity of the proposed transferee). If there is a material change in the terms of the proposed transfer contained in the Drag-Along Notice, the Transferors shall deliver a revised notice to Management KG setting forth the revised terms. Management KG shall promptly distribute a copy of the Drag-Along Notice and any revisions thereto to the Managers. 2.3 The Transferors shall not have any Drag-Along Rights (i) for any transfer by any Investor or affiliate thereof to any other Investor or affiliate thereof, or (ii) with respect to any TopCo Shares which have been listed on a recognized stock exchange or regulated market and may be publicly traded, and with respect to any portions of Partnership Interests representing such TopCo Shares. Annex D ANNEX D - ARBITRATION AGREEMENT Relating to the Investment and Shareholders Agreement Regarding Certain Investments in Omega Holdco B.V. The parties to the Investment and Shareholders Agreement Regarding Certain Investments in Omega Holdco B.V. entered into on 28 January 2011(as amended and restated from time to time) (“MEP Shareholders Agreement”), inter alios by Omega MEP GmbH (in the process of being re-named from Maia Achtundfünfzigste Xxxx Xxxxxxxxxxxxxxxxx Vermögensverwaltungs-GmbH), registered in the commercial register of the local court (Amtsgericht) Frankfurt am Main under HRB 89488 (the “General Partner”), enter into the following arbitration agreement (the “Arbitration Agreement”): 1. All disputes arising out of or in connection with the MEP Shareholders Agreement, including the validity of the MEP Shareholders Agreement, shall be finally settled according to the Arbitration Rules of the German Institution of Arbitration (Deutsche Institution fur Schiedsgerichtsbarkeit e.V. - DIS) without recourse to the ordinary courts of law. 2. The place of arbitration shall be Frankfurt am Main.

Drag-Along Obligations. 2.1 In If the event that any Transferors propose to transfer to a bona fide third partyRequisite Holders (collectively, in one or a series of related transfers, an amount of TopCo Shares that would result in a Change of Control, they shall have the right (the “Drag-Along RightDrag Holders”) to require Management KG to exercise its rights under Section 6.5 and the Board approve a Deemed Liquidation Event or Share Sale, whether structured as a merger, reorganization, asset sale, share sale, sale of control of the MEP Shareholders Agreement Company or otherwise (collectively, the “Approved Sale”), to cause any Person that is not a Drag Holder or an Affiliate of any Drag Holder, then at the request of the Drag Holders, the Company shall promptly notify each Manager to sell up to the Pro Rata Amount other Shareholder in writing of such Manager’s Partnership Interest; provided that approval and the MEP Board may be obliged to require the inclusion of TopCo Shares in lieu of Partnership Interests in the proposed transfer, in which case Management KG shall transfer the number of A-Shares, B1-Shares and Vested B2-Shares which are owned by it and are represented by the Partnership Interests that would have been included in the transfer pursuant to the exercise of the Drag-Along Right. Any such Partnership Interests or TopCo Shares shall be included in the proposed transfer on material terms and conditions of such proposed Approved Sale, whereupon each such Shareholder shall, in accordance with instructions received from the Company at the direction of the Drag Holders: (a) if such transaction requires shareholder approval, with respect to all Shares that such Shareholder owns or over which are no less favourable such Shareholder otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all Shares in favor of, and adopt, such Approved Sale (together with any related amendment or restatement to the Managers Memorandum and Articles required to implement such Approved Sale) and to vote in opposition to any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Approved Sale; (or Management KG in b) if such transaction is a Share Sale, to sell the case same proportion of a sale capital shares of TopCo Shares in lieu of Partnership Interests) than those applicable the Company beneficially held by such Shareholder as is being sold by the Drag Holders to the transfer of TopCo Shares by Person to whom the Transferors and at Drag Holders propose to sell their Shares, and, except as permitted in Section 11.2, on the same price per Share as the price afforded to the Transferors in the transfer. 2.2 In order to exercise a Drag-Along Right, the Transferors shall deliver a written notice (a “Drag-Along Notice”) to Management KG setting forth in reasonable detail the consideration that they intend to receive and the other terms and conditions upon which as the TopCo Shares are to be transferred (including the identity other Shareholders of the proposed transfereeCompany; (c) to execute and deliver all related documentation and take such other action in support of the Approved Sale as shall reasonably be requested by the Company or the Drag Holders in order to carry out the terms and provision of this Section 11.1, including executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, any associated indemnity agreement, or escrow agreement, any associated voting, support, or joinder agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances). If there is a material change , and any similar or related documents; (d) not to deposit, and to cause their Affiliates not to deposit, except as provided in the terms of the proposed transfer contained Articles, any Shares owned by such party or Affiliate in the Drag-Along Notice, the Transferors shall deliver a revised notice voting trust or subject any Shares to Management KG setting forth the revised terms. Management KG shall promptly distribute a copy of the Drag-Along Notice and any revisions thereto arrangement or agreement with respect to the Managers.voting of such Shares, unless specifically requested to do so by the acquirer in connection with the Approved Sale; 2.3 The Transferors shall not have any Drag-Along Rights (e) to refrain from (i) for exercising any transfer by dissenters’ rights or rights of appraisal under applicable Law at any Investor or affiliate thereof time with respect to any other Investor or affiliate thereofsuch Approved Sale, or (ii) asserting any claim or commencing any suit (A) challenging the Approved Sale or this Agreement or (B) alleging a breach of any fiduciary duty of the Drag Holders or any Affiliate or Associate thereof (including aiding and abetting breach of fiduciary duty) in connection with the evaluation, negotiation or entry into the Approved Sale, or the consummation of the transactions contemplated thereby; (f) if the consideration to be paid in exchange for the Shares pursuant to this Section 11.1 includes any securities and due receipt thereof by any Shareholder would require 34 Shareholders Agreement under applicable Law (x) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities; or (y) the provision to any Shareholder of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act, the Company may cause to be paid to any such Shareholder in lieu thereof, against surrender of the Shares which would have otherwise been sold by such Shareholder, an amount in cash equal to the fair value (as determined in good faith by the Board) of the securities which such Shareholder would otherwise receive as of the date of the issuance of such securities in exchange for the Shares; and (g) in the event that the Drag Holders, in connection with such Approved Sale, appoint a shareholder representative (the “Shareholder Representative”) with respect to matters affecting the Shareholders under the applicable definitive transaction agreements following consummation of such Approved Sale, (i) to consent to (A) the appointment of such Shareholder Representative, (B) the establishment of any applicable escrow, expense or similar fund in connection with any indemnification or similar obligations, and (C) the payment of such Shareholder’s pro rata portion (from the applicable escrow or expense fund or otherwise) of any and all reasonable fees and expenses to such Shareholder Representative in connection with such Shareholder Representative’s services and duties in connection with such Approved Sale and its related service as the representative of the Shareholders, and (ii) not to assert any claim or commence any suit against the Shareholder Representative or any other Shareholder with respect to any TopCo Shares which have been listed on a recognized stock exchange action or regulated market and may inaction taken or failed to be publicly tradedtaken by the Shareholder Representative, and with respect to any portions of Partnership Interests representing such TopCo Shares. The parties to within the Investment and Shareholders Agreement Regarding Certain Investments in Omega Holdco B.V. entered into on 28 January 2011(as amended and restated from time to time) (“MEP Shareholders Agreement”), inter alios by Omega MEP GmbH (in the process of being re-named from Maia Achtundfünfzigste Vermögensverwaltungs-GmbH), registered in the commercial register scope of the local court (Amtsgericht) Frankfurt am Main under HRB 89488 (the “General Partner”)Shareholder Representative’s authority, enter into the following arbitration agreement (the “Arbitration Agreement”): 1. All disputes arising out of or in connection with its service as the MEP Shareholders AgreementShareholder Representative, including the validity of the MEP Shareholders Agreementabsent fraud, shall be finally settled according to the Arbitration Rules of the German Institution of Arbitration (Deutsche Institution fur Schiedsgerichtsbarkeit e.V. - DIS) without recourse to the ordinary courts of lawbad faith, gross negligence or willful misconduct. 2. The place of arbitration shall be Frankfurt am Main.

Drag-Along Obligations. 2.1 If any Stockholder or the Company shall receive an offer in writing from a third party which is not an Affiliate of such Stockholder or the Company (a "Third-Party Offeror") to purchase all of the Common Stock of the Company, on a fully diluted basis, to effect a business combination of the Company with such Third Party Offeror or an Affiliate thereof or to purchase all or substantially all the assets of the Company (any such proposal, including any subsequent amendments thereto accepted by the Third Party Offeror and the Major Investors, an "Acquisition Proposal"), such Stockholder or the Company, as the case may be, shall deliver a notice (an "Acquisition Notice") to the Major Investors within three (3) Business Days of receipt thereof. Such Acquisition Notice shall contain a copy of such Acquisition Proposal, including the name and address of the Third-Party Offeror and the terms of the Acquisition Proposal. In the event that any Transferors propose to transfer to a bona fide third party, in one or a series of related transfers, an amount of TopCo Shares that would result in a Change of Control, they shall have the right (the “Drag-Along Right”) to require Management KG to exercise its rights under Section 6.5 of the MEP Shareholders Agreement to cause each Manager to sell up to the Pro Rata Amount of such Manager’s Partnership Interest; provided that the MEP Board may be obliged to require the inclusion of TopCo Shares in lieu of Partnership Interests in the proposed transfer, in which case Management KG shall transfer the number of A-Shares, B1-Shares and Vested B2-Shares which are owned by it and are represented by the Partnership Interests that would have been included in the transfer pursuant to the exercise of the Drag-Along Right. Any such Partnership Interests or TopCo Shares shall be included in the proposed transfer on terms and conditions which are no less favourable to the Managers (or Management KG in the case of a sale of TopCo Shares in lieu of Partnership Interests) than those applicable to the transfer of TopCo Shares by the Transferors and at the same price per Share as the price afforded to the Transferors in the transfer. 2.2 In order to exercise a Drag-Along Right, the Transferors shall deliver a Major Investors send written notice (a “Drag-Along "Joint Acceptance Notice”") to Management KG setting forth in reasonable detail the consideration that they intend to receive Company and the other terms and conditions upon which the TopCo Shares are to be transferred Stockholders within thirty (including the identity 30) Business Days after receipt of the proposed transferee). If there is a material change in Acquisition Notice of their acceptance of the terms of the proposed transfer contained Acquisition Proposal (which notice shall include a description of any changes to the terms of the Acquisition Proposal accepted by the Major Investors that differ from the terms of the Acquisition Proposal distributed as part of the initial Acquisition Notice), and provided that pursuant to the terms of the Acquisition Proposal as accepted by the Major Investors, the Securities held by Management Stockholders and SJF will receive the same consideration as the corresponding Securities if held by DBCP or ACI, the other Stockholders severally agree that, upon receipt of such Joint Acceptance Notice, they shall be obligated to sell, at the same time as the Major Investors sell, all of their Securities to the Third-Party Offeror upon the terms and conditions set forth in the Drag-Along NoticeAcquisition Proposal, or, as the Transferors shall deliver a revised notice case may be, to Management KG setting forth the revised terms. Management KG shall promptly distribute a copy vote all of their Securities entitled to vote in favor of the Drag-Along Notice and any revisions thereto to merger or sale of all or substantially all of the Managers. 2.3 The Transferors shall not have any Drag-Along Rights (i) for any transfer by any Investor or affiliate thereof to any other Investor or affiliate thereof, or (ii) with respect to any TopCo Shares which have been listed on a recognized stock exchange or regulated market and may be publicly tradedassets of the Company as described in the Acquisition Proposal, and with respect otherwise to any portions of Partnership Interests representing such TopCo Shares. The parties take all actions reasonably necessary or appropriate to cause the Investment and Shareholders Agreement Regarding Certain Investments in Omega Holdco B.V. entered into on 28 January 2011(as amended and restated from time Company to time) (“MEP Shareholders Agreement”), inter alios by Omega MEP GmbH (in consummate the process of being re-named from Maia Achtundfünfzigste Vermögensverwaltungs-GmbH), registered in the commercial register of the local court (Amtsgericht) Frankfurt am Main under HRB 89488 (the “General Partner”), enter into the following arbitration agreement (the “Arbitration Agreement”): 1. All disputes arising out of or in connection with the MEP Shareholders Agreement, including the validity of the MEP Shareholders Agreement, shall be finally settled according to the Arbitration Rules of the German Institution of Arbitration (Deutsche Institution fur Schiedsgerichtsbarkeit e.V. - DIS) without recourse to the ordinary courts of lawproposed transaction. 2. The place of arbitration shall be Frankfurt am Main.