Common use of Drag Along Right Clause in Contracts

Drag Along Right. (a) Notwithstanding anything contained herein to the contrary, if at any time a shareholder of the Company, or group of shareholders, owning a majority or more of the capital stock of the Company (hereinafter, collectively the “Transferring Shareholders”) proposes to enter into any transaction involving a Change in Control (as defined in Section 5(b) below) that involves the sale, assignment, tender or transfer of capital stock, the Company may require the Shareholder to participate in such Change in Control transaction with respect to all or such number of the Shareholder’s Shares as the Company may specify in its discretion, by giving the Shareholder written notice thereof at least ten days in advance of the date of the transaction or the date that tender is required, as the case may be. Upon receipt of such notice, the Shareholder shall tender the specified number of Shares, at the same price and upon the same terms and conditions applicable to the Transferring Shareholders in the transaction or, in the discretion of the acquiror or successor to the Company, upon payment of the purchase price to the Shareholder in immediately available funds. In addition, if at any time the Company and/or any Transferring Shareholders propose to enter into any Change in Control transaction, the Company may require the Shareholder to vote in favor of such transaction, where approval of the shareholders is required by law or otherwise sought, by giving the Shareholder notice thereof within the time prescribed by law and the Company’s Certificate of Incorporation and By-Laws for giving notice of a meeting of shareholders called for the purpose of approving such transaction. If the Company requires such vote, the Shareholder agrees that he or she will, if requested, deliver his or her proxy to the person designated by the Company to vote his or her Shares in favor of such Change in Control transaction. (b) For purposes of this Section 2, a “Change in Control” shall have the meaning assigned such term under the Plan. (c) The Shareholder hereby constitutes and appoints the Transferring Shareholders, and each of them, with full power of substitution, as proxy of the Shareholder with respect to the matters set forth herein, and hereby authorizes each of them to represent and to vote, if and only if the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such Shareholder’s Shares in favor of approval of any Change in Control pursuant to and in accordance with the terms and provisions of this Section 5 of this Agreement. The proxy granted pursuant to the immediately preceding sentence shall be irrevocable unless and until this Agreement terminates or expires.

Drag Along Right. (a) Notwithstanding anything contained herein to During such time as the contrary, if outstanding shares of Preferred Stock constitutes at any time a shareholder least twenty percent (20%) of the outstanding voting interests of the Company, or group of shareholders, owning a majority or more of the capital stock of the Company (hereinafter, collectively the “Transferring Shareholders”) proposes to enter into any transaction involving a Change in Control (as defined in Section 5(b) below) that involves the sale, assignment, tender or transfer of capital stock, the Company may require the Shareholder to participate in such Change in Control transaction with respect to all or such number of the Shareholder’s Shares as the Company may specify in its discretion, by giving the Shareholder written notice thereof at least ten days in advance of the date of the transaction or the date that tender is required, as the case may be. Upon receipt of such notice, the Shareholder shall tender the specified number of Shares, at the same price and upon the same terms and conditions applicable to the Transferring Shareholders in the transaction or, in the discretion of the acquiror or successor to the Company, upon payment of the purchase price to the Shareholder in immediately available funds. In addition, if at any time the Company and/or any Transferring Shareholders Board and (ii) the holders of at least seventy percent (70%) of the shares of Common Stock issuable upon conversion of the shares of Preferred Stock then outstanding (the “Initiating Holders”), propose to enter into any Change in Control effect (or to cause the Company to effect) a Sale Event (as defined herein), the Company shall deliver a notice (a “Sale Event Notice”) to all of the Stockholders stating that the Initiating Holders propose to effect (or to cause the Company to effect) such transaction, and specifying the name of the proposed parties to such transaction, the Company may require the Shareholder to vote consideration payable in favor connection therewith and any other material terms and conditions of such transaction. Upon receipt of a Sale Event Notice, where approval each Stockholder shall be obligated to Transfer all Equity Securities owned by it in the Sale Event (or, in the case of a Sale Event involving a sale of less than all of the shareholders outstanding Equity Securities, a percentage of the Equity Securities owned by it equal to the percentage of the Initiating Holders’ Equity Securities being sold by the Initiating Holders), for a price and on the other terms and conditions set forth in the Sale Event Notice. In addition to selling its Equity Securities, each Stockholder shall take all other necessary action to cause the Company to consummate the proposed Sale Event, including: (i) in the event such Sale Event is required by law or otherwise soughtto be brought to a vote at a stockholder meeting, by giving the Shareholder notice thereof within the time prescribed by law and the Company’s Certificate of Incorporation and By-Laws for giving after receiving proper notice of a any meeting of shareholders called for the purpose stockholders of approving such transaction. If the Company requires such vote, the Shareholder agrees that he or she will, if requested, deliver his or her proxy to the person designated by the Company to vote his or her Shares in favor on the approval of such Change in Control transaction. (b) For purposes of this Section 2a Sale Event, a “Change in Control” shall have the meaning assigned such term under the Plan. (c) The Shareholder hereby constitutes and appoints the Transferring Shareholders, and each of them, with full power of substitution, as proxy of the Shareholder with respect to the matters set forth herein, and hereby authorizes each of them to represent and to vote, if and only if the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxybe present, in person or by proxy, as a holder of capital stock of the Company, at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings; (ii) to vote (in person, by proxy or by action by written consent), in a manner which is inconsistent with the terms of this Agreement, as applicable) all of such ShareholderStockholder’s Shares Voting Securities in favor of approval of any Change in Control pursuant to such Sale Event and in accordance opposition to any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Sale Event; (iii) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale Event; (iv) to execute and deliver all related documentation and take such other action in support of the terms and provisions Sale Event as shall reasonably be requested by the Company or the Initiating Holders, including the sale of this Section 5 the Equity Securities held by such Stockholder in such Sale Event; and (v) except as set forth herein, none of this Agreement. The proxy granted pursuant the Stockholders nor any Affiliates thereof shall deposit any Equity Securities legally or beneficially owned by such Person in a voting trust or subject any such shares to any arrangement or agreement with respect to the immediately preceding sentence shall be irrevocable unless and until this Agreement terminates or expiresvoting of such shares.

Drag Along Right. (ai) Notwithstanding anything contained herein Prior to the contrarya Qualified IPO, if the Management Holdcos Majority and the Preferred Shareholder Majority (the “Accepting Shareholders”), approve and notify the Company in writing of a proposed Share Sale or Deemed Liquidation Event, whether by way of merger, consolidation, sale of assets, control share acquisition or other transaction in which Control of the Company is transferred, which values the Company at any time or above US$300 million (each such event, a shareholder “Drag Along Event”), then the Company shall promptly notify each other Shareholder in writing of such approval and the material terms and conditions of such proposed Drag Along Event, whereupon each such Shareholder shall, in accordance with instructions received from the Company, or group vote all of shareholders, owning a majority or more of the capital stock such Shareholder’s voting Equity Securities of the Company (hereinafterin favor of, collectively the “Transferring Shareholders”) proposes to enter into any transaction involving a Change otherwise consent in Control (as defined in Section 5(b) below) that involves the salewriting to, assignment, tender and/or otherwise sell or transfer all of capital stock, the Company may require the Shareholder to participate its Equity Securities in such Change Drag Along Event (including without limitation tendering original share certificates for transfer, signing and delivering share transfer certificates, share sale or exchange agreements, and certificates of indemnity relating to any shares in Control transaction with respect to all the event that such Shareholder has lost or such number of misplaced the Shareholder’s Shares as the Company may specify in its discretion, by giving the Shareholder written notice thereof at least ten days in advance of the date of the transaction or the date that tender is required, as the case may be. Upon receipt of such notice, the Shareholder shall tender the specified number of Shares, at the same price and upon relevant share certificate) on the same terms and conditions applicable as were agreed to by the Transferring Shareholders Accepting Shareholders. (ii) Each Shareholder agrees to make representations and warranties in connection with such proposed Drag Along Event regarding (a) ownership and authorization to sell the shares to be sold by itself and (b) no existence of any material violation as a result of such sale under any material agreement to which such Shareholder is a party. (iii) Each Shareholder agrees to obtain any consents or approvals in order to facilitate to transfer its Equity Securities of the Company pursuant to Section 6.5(i) without significant expenses and to pay its pro rata share of expenses incurred in connection with the transaction or, in the discretion contemplated pursuant to this Section 6.5. (iv) In furtherance of the acquiror foregoing, each such Shareholder agrees to, and the Company is hereby expressly authorized by each such Shareholder to take on such Shareholder’s behalf (without receipt of any further consent by such Shareholder), any or successor to the Company, upon payment all of the purchase price to following actions: (a) vote all of the Shareholder in immediately available funds. In addition, if at any time voting Equity Securities of the Company and/or any Transferring Shareholders propose to enter into any Change in Control transaction, the Company may require the of such Shareholder to vote in favor of any such transaction, where approval of the shareholders is required by law or otherwise sought, by giving the Shareholder notice thereof within the time prescribed by law and the Company’s Certificate of Incorporation and By-Laws for giving notice of a meeting of shareholders called for the purpose of approving such transaction. If the Company requires such vote, the Shareholder agrees that he or she will, if requested, deliver his or her proxy to the person designated by the Company to vote his or her Shares in favor of such Change in Control transaction. proposed Drag Along Event; (b) For purposes of this Section 2, a “Change in Control” shall have the meaning assigned otherwise consent on such term under the Plan. Shareholder’s behalf to such proposed Drag Along Event; (c) The Shareholder hereby constitutes and appoints the Transferring Shareholders, and each of them, with full power of substitution, as proxy of the Shareholder with respect to the matters set forth herein, and hereby authorizes each of them to represent and to vote, if and only if the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, sell all of such Shareholder’s Shares Equity Securities of the Company in favor of approval of any Change in Control pursuant to and such proposed Drag Along Event, in accordance with the terms and provisions conditions of this Section 5 6.5 and/or (d) act as such Shareholder’s attorney-in-fact in relation to any such proposed Drag Along Event and have the full authority to sign and deliver, on behalf such Shareholder, share transfer certificates, share sale or exchange agreements and certificates of this Agreementindemnity relating to any Shares in the event that such Shareholder has lost or misplaced the relevant share certificate. The proxy granted pursuant Each Shareholder furthermore agrees to take all necessary actions in connection with the immediately preceding sentence shall consummation of such Drag Along Event as reasonably requested by the Accepting Shareholders, including without limitation entering into all customary agreements and other documents as may be irrevocable unless and until this Agreement terminates or expiresrequested by the Accepting Shareholders to close the Drag Along Event.

Drag Along Right. (a) Notwithstanding anything contained herein to the contrary, if at any time a any shareholder of the Company, or group of shareholders, owning a majority or more of the voting capital stock of the Company (hereinafter, collectively the “Transferring Shareholders”) proposes to enter into any transaction involving (a) a Change sale of more than 50% of the outstanding voting capital stock of the Company in a non-public sale or (b) any merger, share exchange, consolidation or other reorganization or business combination of the Company immediately after which a majority of the directors of the surviving entity is not comprised of persons who were directors of the Company immediately prior to such transaction or after which persons who hold a majority of the voting capital stock of the surviving entity are not persons who held voting capital stock of the Company immediately prior to such transaction (a “Change-in-Control (as defined in Section 5(b) below) that involves the sale, assignment, tender or transfer of capital stockTransaction”), the Company may require the Shareholder to participate in such Change in Change-in-Control transaction Transaction with respect to all or such number of the Shareholder’s Shares as the Company may specify in its discretion, by giving the Shareholder written notice thereof at least ten days in advance of the date of the transaction or the date that tender is required, as the case may be. Upon receipt of such notice, the Shareholder shall tender the specified number of Shares, at the same price and upon the same terms and conditions applicable to the Transferring Shareholders in the transaction or, in the discretion of the acquiror acquirer or successor to the Company, upon payment of the purchase price to the Shareholder in immediately available funds. In addition, if at any time the Company and/or any Transferring Shareholders propose to enter into any Change in such Change-in-Control transactionTransaction, the Company may require the Shareholder to vote in favor of such transaction, where approval of the shareholders is required by law or otherwise sought, by giving the Shareholder notice thereof within the time prescribed by law and the Company’s Certificate of Incorporation and By-Laws for giving notice of a meeting of shareholders called for the purpose of approving such transaction. If the Company requires such vote, the Shareholder agrees that he or she will, if requested, deliver his or her proxy to the person designated by the Company to vote his or her Shares in favor of such Change in Change-in-Control transactionTransaction. (b) For purposes of this Section 2, a “Change in Control” shall have the meaning assigned such term under the Plan. (c) The Shareholder hereby constitutes and appoints the Transferring Shareholders, and each of them, with full power of substitution, as proxy of the Shareholder with respect to the matters set forth herein, and hereby authorizes each of them to represent and to vote, if and only if the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such Shareholder’s Shares in favor of approval of any Change in Control pursuant to and in accordance with the terms and provisions of this Section 5 of this Agreement. The proxy granted pursuant to the immediately preceding sentence shall be irrevocable unless and until this Agreement terminates or expires.

Drag Along Right. Promptly following a written request by Xxxxxx (a) Notwithstanding anything contained herein and subject to the contrary, if at any time a shareholder of agreement by each Shareholder and the Company, or group of shareholderseach acting reasonably), owning each Shareholder shall, and shall cause its respective Representatives to, use reasonable best efforts to (i) cause the Merger to be approved as a majority or more Drag Sale, whereby the Drag-Along Shareholders shall be required, pursuant to Section 5.3 of the capital stock SHA, to Transfer all of their Company Shares pursuant to the Merger, and to execute, acknowledge and deliver all consents, assignments, waivers and other documents and/or agreements, appear at any meeting of the shareholders of the Company (hereinafterand at any adjournment or postponement thereof) for purposes of establishing a quorum and vote or cause to be voted its Company Shares in person or by proxy, collectively and perform such action as necessary, in each case, to give effect to the “Transferring Shareholders”Merger, and (ii) proposes to enter into provide any transaction involving Drag-Along Shareholders with a Change in Control (as defined in Section 5(b) below) that involves the sale, assignment, tender or transfer of capital stock, the Company may require the Shareholder to participate in such Change in Control transaction Drag Notice with respect to all or such number the Merger pursuant to Section 5.3.2 of the Shareholder’s Shares as SHA; provided that each Shareholder shall have the Company may specify right (subject to the prior agreement by Xxxxxx in its discretionwriting, by giving the Shareholder written notice thereof at least ten days in advance acting reasonably) to take any of the date of the transaction or the date that tender is required, as the case may beforegoing actions. Upon receipt of such notice, the Shareholder shall tender the specified number of Shares, at the same price and upon the same terms and conditions applicable to the Transferring Shareholders in the transaction or, in the discretion of the acquiror or successor to the Company, upon payment of the purchase price to the Shareholder in immediately available funds. In addition, if at any time the Company and/or any Transferring Shareholders propose to enter into any Change in Control transaction, the Company may require the Shareholder to vote in favor of such transaction, where approval of the shareholders is required by law or otherwise soughtMerger as a Drag Sale, by giving the Shareholder notice thereof within the time prescribed by law and the Company’s Certificate of Incorporation and By-Laws for giving notice of a meeting of shareholders called for the purpose of approving such transaction. If the all Company requires such vote, the Shareholder agrees that he or she will, if requested, deliver his or her proxy to the person designated Shares held by the Company Drag-Along Shareholders shall be deemed to vote his or her Shares in favor of such Change in Control transaction. (b) be “Subject Shares” hereunder. For purposes of this Section 210 only, a the terms “Change in ControlDrag Sale”, “Drag-Along Shareholders”, “Transfer” and “Drag Notice” shall have the meaning assigned meanings giving to such term under terms in the PlanSHA. (c) The Shareholder hereby constitutes and appoints the Transferring Shareholders, and each of them, with full power of substitution, as proxy of the Shareholder with respect to the matters set forth herein, and hereby authorizes each of them to represent and to vote, if and only if the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such Shareholder’s Shares in favor of approval of any Change in Control pursuant to and in accordance with the terms and provisions of this Section 5 of this Agreement. The proxy granted pursuant to the immediately preceding sentence shall be irrevocable unless and until this Agreement terminates or expires.

Drag Along Right. (a) Notwithstanding anything contained herein to the contrary, if at any time a shareholder stockholder of the Company, or a group of shareholdersstockholders, owning at least a majority or more of the capital stock of the Company (hereinafter, collectively the “Transferring ShareholdersStockholders”) proposes to enter into any transaction involving a Change in Control (as defined in Section 5(b) below) of the Company that involves the sale, assignment, tender or transfer of capital stock, the Company or the Transferring Stockholders may require the Shareholder Stockholder to participate in such Change in Control transaction with respect to all or such number of the ShareholderStockholder’s Shares as the Company or the Transferring Stockholders may specify in its or their discretion, by giving the Shareholder Stockholder written notice thereof at least ten (10) days in advance of the date of the transaction or the date that tender is required, as the case may be. Upon receipt of such notice, the Shareholder Stockholder shall tender the specified number of Shares, at the same price and upon the same terms and conditions applicable to the Transferring Shareholders Stockholders in the transaction or, in the discretion of the acquiror or successor to the Company, upon payment of the purchase price to the Shareholder Stockholder in immediately available funds. In addition, if at any time the Company and/or any Transferring Shareholders Stockholders propose to enter into any Change in Control transaction, the Company may require the Shareholder Stockholder to vote in favor of such transaction, where approval of the shareholders stockholders is required by law or otherwise sought, by giving the Shareholder Stockholder notice thereof within the time prescribed by law and the Company’s Certificate of Incorporation and By-Laws Bylaws for giving notice of a meeting of shareholders stockholders called for the purpose of approving such transaction. If the Company requires such vote, the Shareholder Stockholder agrees that he or she will, if requested, deliver his or her proxy to the person designated by the Company to vote his or her Shares in favor of such Change in Control transaction. (b) For purposes of this Section 2, a “Change in Control” shall have the meaning assigned such term under the Plan. (c) The Shareholder Stockholder hereby constitutes and appoints as the proxies of the party and hereby grants a power of attorney to a designee of the Transferring Shareholders, and each of themStockholders, with full power of substitution, as proxy of the Shareholder with respect to the matters set forth herein, and hereby authorizes each of them to represent and to vote, if and only if the Shareholder Stockholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such ShareholderStockholder’s Shares in favor of approval of any Change in Control pursuant to and in accordance with the terms and provisions of this Section 5 4 of this Agreement. The Each of the proxy and power of attorney granted pursuant to this Section 4 of this Agreement is given in consideration of the immediately preceding sentence agreements and covenants of the Company, and as such, each is coupled with an interest and shall be irrevocable unless and until this Agreement terminates or expires.. The Stockholder hereby revokes any and all previous proxies or powers of attorney with respect to the Shares and shall not hereafter, unless this Agreement terminates or expires, purport to grant any other proxy or power of attorney with respect to any of the Shares,

Drag Along Right. (a) Notwithstanding anything contained herein to the contrary, if at any time a shareholder stockholder of the Company, or a group of shareholdersstockholders, owning at least a majority or more of the capital stock of the Company (hereinafter, collectively the “Transferring ShareholdersStockholders”) proposes to enter into any transaction involving a Change in Control (as defined in Section 5(b) below) of the Company that involves the sale, assignment, tender or transfer of capital stock, the Company or the Transferring Stockholders may require the Shareholder Stockholder to participate in such Change in Control transaction with respect to all or such number of the ShareholderStockholder’s Shares as the Company or the Transferring Stockholders may specify in its or their discretion, by giving the Shareholder Stockholder written notice thereof at least ten (10) days in advance of the date of the transaction or the date that tender is required, as the case may be. Upon receipt of such notice, the Shareholder Stockholder shall tender the specified number of Shares, at the same price and upon the same terms and conditions applicable to the Transferring Shareholders Stockholders in the transaction or, in the discretion of the acquiror or successor to the Company, upon payment of the purchase price to the Shareholder Stockholder in immediately available funds. In addition, if at any time the Company and/or any Transferring Shareholders Stockholders propose to enter into any Change in Control transaction, the Company may require the Shareholder Stockholder to vote in favor of such transaction, where approval of the shareholders stockholders is required by law or otherwise sought, by giving the Shareholder Stockholder notice thereof within the time prescribed by law and the Company’s Certificate of Incorporation and By-Laws Bylaws for giving notice of a meeting of shareholders stockholders called for the purpose of approving such transaction. If the Company requires such vote, the Shareholder Stockholder agrees that he or she will, if requested, deliver his or her proxy to the person designated by the Company to vote his or her Shares in favor of such Change in Control transaction. (b) For purposes of this Section 2, a “Change in Control” shall have the meaning assigned such term under the Plan. (c) The Shareholder Stockholder hereby constitutes and appoints as the proxies of the party and hereby grants a power of attorney to a designee of the Transferring Shareholders, and each of themStockholders, with full power of substitution, as proxy of the Shareholder with respect to the matters set forth herein, and hereby authorizes each of them to represent and to vote, if and only if the Shareholder Stockholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such ShareholderStockholder’s Shares in favor of approval of any Change in Control pursuant to and in accordance with the terms and provisions of this Section 5 4 of this Agreement. The Each of the proxy and power of attorney granted pursuant to this Section 4 of this Agreement is given in consideration of the immediately preceding sentence agreements and covenants of the Company, and as such, each is coupled with an interest and shall be irrevocable unless and until this Agreement terminates or expires. The Stockholder hereby revokes any and all previous proxies or powers of attorney with respect to the Shares and shall not hereafter, unless this Agreement terminates or expires, purport to grant any other proxy or power of attorney with respect to any of the Shares, deposit any of the Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Shares, in each case, with respect to any of the matters set forth herein.