Common use of Drag Along Rights; Mandatory Right of First Refusal Clause in Contracts

Drag Along Rights; Mandatory Right of First Refusal. (a) If any of AOF, CAIP or QPL (the "Section 4.3 Seller") (i) proposes to Sell all but not less than all its Shares to a Third Party (other than a Sale (w) to a Permitted Transferee as permitted by Section 3.3, (x) in a Public Sale, or (y) in connection with a Transfer by QPL pursuant to a Charge Transfer referred to in Section 4.4 or pursuant to a Transfer of Shares referred to in Section 4.5) for a per share price of at least the Required Drag Along Sale Price (a "Section 4.3 Sale"), (ii) has complied with Section 4.1 (Right of First Offer), and (iii) desires to require the non-selling Shareholders to participate in such Sale in respect of all of their respective Shares, then the Section 4.3 Seller must first grant the non-selling Shareholders a right of first refusal to purchase the Shares subject to the Section 4.3 Sale, as described in Section 4.3(b), before it will be entitled to proceed with the Section 4.3

Drag Along Rights; Mandatory Right of First Refusal. (a) If any of AOF, CAIP or QPL (the "Section 4.3 Seller") (i) proposes to Sell all but not less than all its Shares to a Third Party (other than a Sale (w) to a Permitted Transferee as permitted by Section 3.3, (x) in a Public Sale, (y) pursuant to the UK Creditor Option Agreement or (yz) in connection with a Transfer by QPL pursuant to a Charge Transfer referred to in Section 4.4 4.5 or pursuant to a Transfer of Shares referred to in Section 4.54.6) for a per share price of at least the Required Drag Along Sale Price (a "Section 4.3 Sale"), (ii) has complied with Section 4.1 (Right of First Offer), and (iii) desires to require the non-non- selling Shareholders to participate in such Sale in respect of all of their respective Shares, then the Section 4.3 Seller must first grant the non-selling Shareholders a right of first refusal to purchase the Shares subject to the Section 4.3 Sale, as described in Section 4.3(b), before it will be entitled to proceed with the Section 4.3