Common use of Drag Along Right Clause in Contracts

Drag Along Right. In the event the holders of a majority of the Company’s voting capital stock then outstanding (the “Majority Shareholders”) determine to sell or otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (50%) or more of the capital stock of the Company to any Person (other than an Affiliate of the Company or any of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate of the Company or any of the Majority Shareholders) (in each case, the “Buyer”) in a bona fide negotiated transaction (a “Sale”), each Holder of Shares issued under the Plan, shall be obligated to and shall upon the written request of the Majority Shareholders: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Shares issued under the Plan that are then presently held by such Holder or that will be issued as a result of any such transaction on substantially the same terms applicable to the Majority Shareholders (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 preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this 9.2.

Drag Along Right. In the event the holders of a majority of the Company’s voting capital stock equity securities then outstanding (the “Majority Shareholders”) determine to sell or otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (50%) or more of the capital stock of the Company in each case in a transaction constituting a change in control of the Company, to any Person (other than an Affiliate non-Affiliate(s) of the Company or any of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate non-Affiliate(s) of the Company or any of the Majority Shareholders) Shareholders (in each case, the “Buyer”) in a bona fide negotiated transaction (a “Sale”), each Holder of Shares issued under the PlanOptionee, including any Permitted Transferees, shall be obligated to and shall upon the written request of the a Majority Shareholders: Shareholders (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Issued Shares issued under the Plan that are then presently held by such Holder or that will be issued as a result of any such transaction on substantially the same terms applicable to the Majority Shareholders (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 preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Issued Shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents documents, as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this 9.2Section 11. The obligations under this Section 11 shall terminate in accordance with Section 13(a).

Drag Along Right. In the event the holders of a majority of the Company’s voting capital stock then outstanding (the “Majority Shareholders”) determine to sell or otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (50%) or more of the capital stock of the Company to any Person (other than an Affiliate of the Company or any of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate of the Company or any of the Majority Shareholders) (in each case, the “Buyer”) in a bona fide negotiated transaction (a “Sale”), each Holder of Shares issued under the Plan, shall be obligated to and shall upon the written request of the Majority Shareholders: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Shares issued under the Plan that are then presently held by such Holder or that will be issued as a result of any such transaction on substantially the same terms applicable to the Majority Shareholders (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 preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this 9.2Section 10.2.

Drag Along Right. In the event the holders of a majority of the Company’s voting capital stock equity securities then outstanding (the “Majority Shareholders”) determine to sell or otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (50%) or more of the capital stock of the Company in each case in a transaction constituting a change in control of the Company, to any Person (other than an Affiliate non-Affiliate(s) of the Company or any of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate non-Affiliate(s) of the Company or any of the Majority Shareholders) Shareholders (in each case, the “Buyer”) in a bona fide negotiated transaction (a “Sale”), each Holder the Grantee, including any of Shares issued under the Planhis or her successors as contemplated herein, shall be obligated to and shall upon the written request of the Majority Shareholders: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Shares issued under the Plan that are then presently held by such Holder or that will be issued as a result of any such transaction on substantially the same terms applicable to the Majority Shareholders (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 preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents documents, as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this 9.2Section 5. The obligations under this Section 5 shall terminate in accordance with Section 10(b).

Drag Along Right. In the event the holders of a majority of the Company’s voting capital stock Common Stock (or Common Stock equivalents) then outstanding (the “"Majority Shareholders”") determine to sell or otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (50%) or more of the capital stock of the Company owned by the Majority Shareholders in each case in a transaction constituting a change in control of the Company, to any Person (other than an Affiliate non-Affiliate(s) of the Company or any of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate non-Affiliate(s) of the Company or any of the Majority Shareholders) Shareholders (in each case, the “"Buyer”") in a bona fide negotiated transaction (a “"Sale”"), each Holder the Optionee, including any of Shares issued under the Planhis or her successors as contemplated herein, shall be obligated to and shall upon the written request of the a Majority ShareholdersShareholders (subject to Sections 6 and 8): (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Issued Shares issued under the Plan (including for this purpose all of such Optionee's or his or her Permitted Transferee's Issued Shares that are then presently held by such Holder or that will be issued as a result of any such transaction may be acquired upon the exercise of options (following the payment of the exercise price therefor)) on substantially the same terms applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities and the exercise of exercisable vested securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Issued Shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents documents, as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this 9.2Section 11. The provisions of this Section 11 shall terminate upon the completion of an Initial Public Offering.

Drag Along Right. In (a) Subject to Section 2.2(b), if the event the holders of Majority Onex Investors approve a majority Sale of the Company’s voting capital stock then outstanding Company (the “"APPROVED SALE"), the Employee Investors will consent to and raise no objections to the Approved Sale and (i) if the Approved Sale is structured as a sale of Units, the Employee Investors will sell all of their Units and rights to acquire Units on the terms and conditions approved by the Majority Shareholders”Onex Investors, (ii) determine to sell if the Approved Sale is structured as a merger, consolidation or otherwise dispose other reorganization, the Employee Investors will vote in favor thereof and will not exercise any dissenters' rights of appraisal they may have under Delaware law, and (iii) if the Approved Sale is structured as a sale of all or substantially all of the assets Company's consolidated assets, the Employee Investors will vote in favor thereof. The Employee Investors will use their best efforts to cooperate in the Approved Sale and will take all necessary and desirable actions in connection with the consummation of the Company or all or fifty percent (50%) or more of the capital stock of the Company to any Person (other than an Affiliate of the Company or any of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate of the Company or any of the Majority Shareholders) (in each case, the “Buyer”) in a bona fide negotiated transaction (a “Sale”), each Holder of Shares issued under the Plan, shall be obligated to and shall upon the written request of the Majority Shareholders: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Shares issued under the Plan that Approved Sale as are then presently held by such Holder or that will be issued as a result of any such transaction on substantially the same terms applicable to the Majority Shareholders (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 preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Shares in favor of any Sale proposed reasonably requested by the Majority Shareholders Onex Investors, including, but not limited to, entry into agreements and executing any purchase agreementsprovision of representations, merger agreementswarranties and indemnification, indemnity agreementsprovided, escrow that no Employee Investor shall be required to enter into substantively different agreements or related documents as provide substantively different representations and warranties or indemnification than any other Equityholder and each Equityholder's obligations thereunder shall be several and limited to the Majority Shareholders or the Buyer may reasonably require proceeds received by such Equityholder in order to carry out the terms and provisions of this 9.2connection with such Approved Sale.

Drag Along Right. In the event the holders of a majority of the Company’s voting capital stock equity securities then outstanding (the “Majority Shareholders”) determine to sell or otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (50%) or more of the capital stock of the Company in each case in a transaction constituting a change in control of the Company, to any Person (other than an Affiliate non-affiliate(s) of the Company or any of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate non-affiliate(s) of the Company or any of the Majority Shareholders) Shareholders (in each case, the “Buyer”’) in a bona fide negotiated transaction (a “Sale”), each Holder of Shares issued under the Plan, KHS shall be obligated to and shall upon the written request of the a Majority ShareholdersShareholder: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Shares issued under the Plan that are then presently held by such Holder or that will be issued as a result of any such transaction shares on substantially the same terms applicable to the Majority Shareholders (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 preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Shares shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents documents, as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this 9.2Section 12.

Drag Along Right. In the event the holders of a majority of the Company’s voting capital stock Company¢s equity securities then outstanding (the “Majority Shareholders”) determine to sell or otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (50%) or more of the capital stock of the Company in each case in a transaction constituting a change in control of the Company, to any Person (other than an Affiliate non-Affiliate(s) of the Company or any of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate non-Affiliate(s) of the Company or any of the Majority Shareholders) Shareholders (in each case, the “Buyer”) in a bona fide negotiated transaction (a “Sale”), each Holder of Shares issued under the PlanOptionee, including any Permitted Transferees, shall be obligated to and shall upon the written request of the a Majority Shareholders: Shareholders (subject to Section 6): (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Issued Shares issued under the Plan (including for this purpose all of such Optionee¢s or his or her Permitted Transferee¢s Issued Shares that are then presently held by such Holder or that will be issued as a result of any such transaction may be acquired upon the exercise of options (following the payment of the exercise price therefor)) on substantially the same terms applicable to the Majority Shareholders (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 preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Issued Shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents documents, as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this 9.2Section 10.

Drag Along Right. In the event the holders of a majority of the Company’s voting capital stock Common Stock (or Common Stock equivalents) then outstanding (the “Majority Shareholders”) determine to sell or otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (50%) or more of the capital stock of the Company owned by the Majority Shareholders in each case in a transaction constituting a change in control of the Company, to any Person (other than an Affiliate non-Affiliate(s) of the Company or any of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate non-Affiliate(s) of the Company or any of the Majority Shareholders) Shareholders (in each case, the “Buyer”) Buyer in a bona fide negotiated transaction (a “Sale”), each Holder the Optionee, including any of Shares issued under the Planhis or her successors as contemplated herein, shall be obligated to and shall upon the written request of the a Majority ShareholdersShareholders (subject to Sections 6 and 8): (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Issued Shares issued under the Plan (including for this purpose all of such Optionee's or his or her Permitted Transferee's Issued Shares that are then presently held by such Holder or that will be issued as a result of any such transaction may be acquired upon the exercise of options (following the payment of the exercise price therefor)) on substantially the same terms applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities and the exercise of exercisable vested securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Issued Shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents documents, as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this 9.2Section 10. The provisions of this Section 10 shall terminate upon the completion of an Initial Public Offering.

Drag Along Right. In the event the holders of a majority of the Company’s voting capital stock Common Stock (or Common Stock equivalents) then outstanding (the “"Majority Shareholders”") determine to sell or otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (50%) or more of the capital stock of the Company owned by the Majority Shareholders in each case in a transaction constituting a change in control of the Company, to any Person (other than an Affiliate non-Affiliate(s) of the Company or any of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate non-Affiliate(s) of the Company or any of the Majority Shareholders) Shareholders (in each case, the “"Buyer”") in a bona fide negotiated transaction (a “"Sale”"), each Holder the Optionee, including any of Shares issued under the Planhis or her successors as contemplated herein, shall be obligated to and shall upon the written request of the a Majority ShareholdersShareholders (subject to Sections 6 and 8): (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Issued Shares issued under the Plan (including for this purpose all of such Optionee's or his or her Permitted Transferee's Issued Shares that are then presently held by such Holder or that will be issued as a result of any such transaction may be acquired upon the exercise of options (following the payment of the exercise price therefor)) on substantially the same terms applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities and the exercise of exercisable vested securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Issued Shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents documents, as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this 9.2Section 10. The provisions of this Section 10 shall terminate upon the completion of an Initial Public Offering.

Drag Along Right. In the event the holders of a majority of the Company’s voting capital stock equity securities then outstanding (the “Majority Shareholders”) determine to sell or otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (50%) or more of the capital stock of the Company in each case in a transaction constituting a change in control of the Company, to any Person (other than an Affiliate non-Affiliate(s) of the Company or any of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate non-Affiliate(s) of the Company or any of the Majority Shareholders) Shareholders (in each case, the “Buyer”) in a bona fide negotiated transaction (a “Sale”), each Holder of Shares issued under the PlanOptionee, including any Permitted Transferees, shall be obligated to and shall upon the written request of the Majority Shareholders: Shareholders (subject to Section 6): (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Issued Shares issued under the Plan (including for this purpose all of such Optionee’s or his or her Permitted Transferee’s Issued Shares that are then presently held by such Holder or that will be issued as a result of any such transaction may be acquired upon the exercise of options (following the payment of the exercise price therefor)) on substantially the same terms applicable to the Majority Shareholders (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 preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Issued Shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents documents, as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this 9.2Section 11. The obligations under this Section 11 shall terminate in accordance with Section 14(a).

Drag Along Right. In the event the holders of a majority of the Company’s voting capital stock equity securities then outstanding (the “Majority Shareholders”) determine to sell or otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (50%) or more of the capital stock of the Company Company, in each case in a transaction constituting a change in control of the Company, to any Person (other than an Affiliate non-Affiliate(s) of the Company or any of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate non-Affiliate(s) of the Company or any of the Majority Shareholders) Shareholders (in each case, the “Buyer”) in a bona fide negotiated transaction (a “Sale”), each Holder of Shares issued under the PlanOptionee, including any Permitted Transferees, shall be obligated to and shall upon the written request of the a Majority Shareholders: Shareholders (subject to Section 6 herein): (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Covered Shares issued under the Plan (including for this purpose all of such Optionee’s or his or her Permitted Transferee’s Covered Shares that are then presently held by such Holder or that will be issued as a result of any such transaction may be acquired upon the exercise of options (following the payment of the exercise price therefor)) on substantially the same terms applicable to the Majority Shareholders (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 preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Covered Shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents documents, as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this 9.2Section 10. The obligations under this Section 10 shall terminate in accordance with Section 12(a) herein.

Drag Along Right. In the event the holders of a majority of the Company’s voting capital stock 's equity securities then outstanding (the “Majority Shareholders”"MAJORITY SHAREHOLDERS") determine to sell or otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (50%) or more of the capital stock of the Company in each case in a transaction constituting a change in control of the Company, to any Person (other than an Affiliate non-Affiliate(s) of the Company or any of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate non-Affiliate(s) of the Company or any of the Majority Shareholders) Shareholders (in each case, the “Buyer”"BUYER") in a bona fide BONA FIDE negotiated transaction (a “Sale”"SALE"), each Holder of Shares issued under the PlanOptionee, including any Permitted Transferees, shall be obligated to and shall upon the written request of the a Majority Shareholders: Shareholders (subject to Section 6): (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Issued Shares issued under the Plan (including for this purpose all of such Optionee's or his or her Permitted Transferee's Issued Shares that are then presently held by such Holder or that will be issued as a result of any such transaction may be acquired upon the exercise of options (following the payment of the exercise price therefor)) on substantially the same terms applicable to the Majority Shareholders (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 preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Issued Shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents documents, as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this 9.2Section 10.

Drag Along Right. In the event the holders of a majority of the Company’s voting capital stock equity securities then outstanding (the “Majority Shareholders”) determine to sell or otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (50%) or more of the capital stock of the Company in each case in a transaction constituting a change in control of the Company, to any Person (other than an Affiliate non-Affiliate(s) of the Company or any of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate non-Affiliate(s) of the Company or any of the Majority Shareholders) Shareholders (in each case, the “Buyer”) in a bona fide negotiated transaction (a “Sale”), each Holder of Shares issued under the PlanGrantee, including any Permitted Transferees, shall be obligated to and shall upon the written request of the a Majority Shareholders: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Shares issued under the Plan (including for this purpose all of such Grantee’s or his or her Permitted Transferee’s Shares that are then presently held by such Holder or that will be issued as a result of any such transaction may be acquired upon the exercise of options (following the payment of the exercise price therefor)) on substantially the same terms applicable to the Majority Shareholders (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 preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents documents, as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this 9.2.Section 9; provided, however, that:

Drag Along Right. In the event the holders of a majority of the Company’s voting capital stock 's equity securities then outstanding (the “"Majority Shareholders”") determine to sell or otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (50%) or more of the capital stock of the Company in each case in a transaction constituting a change in control of the Company, to any Person (other than an Affiliate non-Affiliate(s) of the Company or any of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate non-Affiliate(s) of the Company or any of the Majority Shareholders) Shareholders (in each case, the “"Buyer”") in a bona fide BONA FIDE negotiated transaction (a “"Sale”"), each Holder of Shares issued under the PlanOptionee, including any Permitted Transferees, shall be obligated to and shall upon the written request of the a Majority Shareholders: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Issued Shares issued under the Plan (including for this purpose all of such Optionee's or his or her Permitted Transferee's Issued Shares that are then presently held by such Holder or that will be issued as a result of any such transaction may be acquired upon the exercise of options (following the payment of the exercise price therefor)) on substantially the same terms applicable to the Majority Shareholders (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 preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Issued Shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents documents, as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this 9.2Section 11. The obligations under this Section 11 shall terminate in accordance with Section 13(a).

Drag Along Right. In the event the holders of a majority of the Company’s voting capital stock equity securities then outstanding (the “Majority Shareholders”) determine to sell or otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (50%) or more of the capital stock of the Company in each case in a transaction constituting a change in control of the Company, to any Person (other than an Affiliate non-Affiliate(s) of the Company or any of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate non-Affiliate(s) of the Company or any of the Majority Shareholders) Shareholders (in each case, the “Buyer”) in a bona fide negotiated transaction (a “Sale”), each Holder of Shares issued under the PlanOptionee, including any Permitted Transferees, shall be obligated to and shall upon the written request of the a Majority Shareholders: Shareholders (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Issued Shares issued under the Plan that are then presently held by such Holder or that will be issued as a result of any such transaction on substantially the same terms applicable to the Majority Shareholders (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 preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Issued Shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents documents, as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this 9.2.Section 9. The obligations under this Section 9 shall terminate in accordance with Section 11(a)

Drag Along Right. In the event the holders of a majority of the Company’s voting capital stock 's equity securities then outstanding (the “"Majority Shareholders”") determine to sell or otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (50%) or more of the capital stock of the Company in each case in a transaction constituting a change in control of the Company, to any Person (other than an Affiliate non-Affiliate(s) of the Company or any of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate non-Affiliate(s) of the Company or any of the Majority Shareholders) Shareholders (in each case, the “"Buyer”") in a bona fide BONA FIDE negotiated transaction (a “"Sale”"), each Holder of Shares issued under the PlanOptionee, including any Permitted Transferees, shall be obligated to and shall upon the written request of the a Majority Shareholders: Shareholders (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Issued Shares issued under the Plan (including for this purpose all of such Optionee's or his or her Permitted Transferee's Issued Shares that are then presently held by such Holder or that will be issued as a result of any such transaction may be acquired upon the exercise of options (following the payment of the exercise price therefor)) on substantially the same terms applicable to the Majority Shareholders (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 preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Issued Shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents documents, as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this 9.2Section 11. The obligations under this Section 11 shall terminate in accordance with Section 13(a).