Common use of Drag-Along Provision Clause in Contracts

Drag-Along Provision. At any time following the first anniversary of the date of this Agreement, (a) the holders of more than seventy-five percent (75%) of the Series B Shares then outstanding and (b) the holders of a majority of the outstanding capital stock of the Company then outstanding (the "REQUISITE HOLDERS") shall have the option to compel a sale of the Company or of all or substantially all of the Company's assets at any time (a "DRAG-ALONG SALE"); PROVIDED, THAT, in the event that the holders of Series B Shares constitute at least a majority of the outstanding capital stock of the Company (on an as-converted basis) the provisions of Section 10.2(b) shall not apply. The Drag-Along Right established by this Section 10.2 shall not apply to, and shall terminate upon, the Company's consummation of an Initial Offering.

Drag-Along Provision. At any time following the first anniversary of the date of this Agreement, (ai) the holders of more than seventy-five percent (75%) of the Series B Shares then outstanding and (bii) the holders of a majority of the outstanding capital stock of the Company then outstanding (the "REQUISITE HOLDERS") shall have the option to compel a sale of the Company or of all or substantially all of the Company's assets at any time (a "DRAG-ALONG SALE"); PROVIDED, THAT, in the event that the holders of Series B Shares constitute at least a majority of the outstanding capital stock of the Company (on an as-converted basis) the provisions of Section 10.2(b3(b)(ii) shall not apply. The Drag-Along Right established by this Section 10.2 3(b) shall not apply to, and shall terminate upon, the Company's consummation of an Initial Offering.