Common use of Drag-Along Right/Voting Agreements Clause in Contracts

Drag-Along Right/Voting Agreements. In the event that the Board and the holders of a majority of the shares of voting capital stock of the Company (voting together on an as-converted to Common Stock basis), approve a Liquidation Event or Qualified Equity Financing, then each Holder hereby agrees to vote (in person, by proxy or by action by written consent, as applicable) all shares of capital stock of the Company now or hereafter directly or indirectly owned of record or beneficially by such Holder (collectively, the “Holder Shares”) in favor of, and adopt, such Liquidation Event or Qualified Equity Financing and to execute and deliver all related documentation and take such other action in support of the Liquidation Event or Qualified Equity Financing as shall reasonably be requested by the Company in order to carry out the terms and provision of this Section 3.5, including, in the case of a Liquidation Event, executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents. The obligation of any party to take the actions required by this Section 3.5 shall not apply to a Liquidation Event where the other party involved in such Liquidation Event is an affiliate or stockholder of the Company holding more than 10% of the voting power of the Company.

Drag-Along Right/Voting Agreements. In the event that the Board and the holders of a majority of the shares of voting capital stock of the Company (voting together on an as-as- converted to Common Stock basis), approve a Liquidation Event or Qualified Equity Financing, then each Holder hereby agrees to vote (in person, by proxy or by action by written consent, as applicable) all shares of capital stock of the Company now or hereafter directly or indirectly owned of record or beneficially by such Holder (collectively, the “Holder Shares”) in favor of, and adopt, such Liquidation Event or Qualified Equity Financing and to execute and deliver all related documentation and take such other action in support of the Liquidation Event or Qualified Equity Financing as shall reasonably be requested by the Company in order to carry out the terms and provision of this Section 3.5, including, in the case of a Liquidation Event, executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents. The obligation of any party to take the actions required by this Section 3.5 shall not apply to a Liquidation Event where the other party involved in such Liquidation Event is an affiliate or stockholder of the Company holding more than 10% of the voting power of the Company.

Drag-Along Right/Voting Agreements. In the event that the Board and the holders of a majority of the shares of voting capital stock of the Company (voting together on an as-converted to Common Stock basis), approve a Liquidation Event or Qualified Equity Financing, then each Holder hereby agrees to vote (in person, by proxy or by action by written consent, as applicable) all shares of capital stock of the Company now or hereafter directly or indirectly owned of record or beneficially by such Holder (collectively, the “Holder Shares”) in favor of, and adopt, such Liquidation Event or Qualified Equity Financing and to execute and deliver all related documentation and take such other action in support of the Liquidation Event or Qualified Equity Financing as shall reasonably be requested by the Company in order to carry out the terms and provision of this Section 3.5, including, in the case of a Liquidation Event, executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents. The obligation of any party to take the actions required by this Section 3.5 shall not apply to a Liquidation Event where the other party involved in such Liquidation Event is an affiliate or stockholder shareholder of the Company holding more than 10% of the voting power of the Company.

Drag-Along Right/Voting Agreements. In the event that the Board and the holders of a majority of the shares of voting capital stock of the Company (voting together on an as-as- converted to Common Stock basis), approve a Liquidation Event or Qualified Equity Financing, then each Holder hereby agrees to vote (in person, by proxy or by action by written consent, as applicable) all shares of capital stock of the Company now or hereafter directly or indirectly owned of record or beneficially by such Holder (collectively, the “Holder Shares”) in favor of, and adopt, such Liquidation Event or Qualified Equity Financing and to execute and deliver all related documentation and take such other action in support of the Liquidation Event or Qualified Equity Financing as shall reasonably be requested by the Company in order to carry out the terms and provision of this Section 3.5, including, in the case of a Liquidation Event, executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents. The obligation of any party to take the actions required by this Section 3.5 shall not apply to a Liquidation Event where the other party involved in such Liquidation Event is an affiliate or stockholder shareholder of the Company holding more than 10% of the voting power of the Company.