Common use of Drag-Along Rights; Sale Clause in Contracts

Drag-Along Rights; Sale. (a) Subject to paragraph (c) below, (x) on and after the fifth (5th) anniversary, but before the sixth (6th) anniversary, of the Closing Date, if two or more Major Stockholders, each beneficially owning Securities constituting more than 51% of the Original Ownership of such Major Stockholder, wish to sell all of the Securities held by such Major Stockholders and their Affiliates to a transferee in one transaction or a series of related transactions (such Major Stockholders, collectively, the “Dragging Party”), and (y) on and after the sixth (6th) anniversary of the Closing Date, if any Major Stockholder beneficially owning Securities constituting more than 51% of the Original Ownership of such Major Stockholder wishes to sell all of the Securities held by such Major Stockholder and its Affiliates to a transferee in one transaction or a series of related transactions (such Major Stockholder, the “Dragging Party”), such Dragging Party may, at its option, cause each other Stockholder (each, a “Drag Along Party” and collectively, the “Drag Along Parties”) to sell to the transferee, on the same terms and conditions, and at the same price, as provided with respect to the sale of Securities by such Dragging Party to such transferee, all of the Securities held by such Drag-Along Parties (such shares being “Drag Along Shares” and such transaction being a “Drag Along Transaction”). To exercise a drag along right pursuant to this Section 5.1(a), such Dragging Party shall give written notice delivered in accordance with Section 6.10 to the Drag Along Parties at least fifteen (15) business days prior to the Drag Sale. The notice shall specify the terms of such Drag Sale. The Drag Along Parties shall have not less than ten (10) business days after receipt of such notice (the “Drag Along Notice Period”) before such parties shall be required to Transfer their shares to the transferee. During the Drag Along Notice Period, the Drag Along Parties in receipt of such notice may not Transfer any Shares subject to such Dragging Party’s drag along rights under this Section 5.1(a) to any Person other than such Dragging Party.

Drag-Along Rights; Sale. (a) Subject to paragraph PARAGRAPH (c) below, (x) on and after the fifth (5th) anniversary, but before the sixth (6th) anniversary, of the Closing Date, if two or more Major Stockholders, each beneficially owning Securities constituting more than 51% of the Original Ownership of such Major Stockholder, wish to sell all of the Securities held by such Major Stockholders and their Affiliates to a transferee in one transaction or a series of related transactions (such Major Stockholders, collectively, the “Dragging Party”"DRAGGING PARTY"), and (y) on and after the sixth (6th) anniversary of the Closing Date, if any Major Stockholder beneficially owning Securities constituting more than 51% of the Original Ownership of such Major Stockholder wishes to sell all of the Securities held by such Major Stockholder and its Affiliates to a transferee in one transaction or a series of related transactions (such Major Stockholder, the “Dragging Party”"DRAGGING PARTY"), such Dragging Party may, at its option, cause each other Stockholder (each, a “Drag Along Party” "DRAG ALONG PARTY" and collectively, the “Drag Along Parties”"DRAG ALONG PARTIES") to sell to the transferee, on the same terms and conditions, and at the same price, as provided with respect to the sale of Securities by such Dragging Party to such transferee, all of the Securities held by such Drag-Along Parties (such shares being “Drag Along Shares” "DRAG ALONG SHARES" and such transaction being a “Drag Along Transaction”"DRAG ALONG TRANSACTION"). To exercise a drag along right pursuant to this Section SECTION 5.1(a), such Dragging Party shall give written notice delivered in accordance with Section SECTION 6.10 to the Drag Along Parties at least fifteen (15) business days prior to the Drag Sale. The notice shall specify the terms of such Drag Sale. The Drag Along Parties shall have not less than ten (10) business days after receipt of such notice (the “Drag Along Notice Period”"DRAG ALONG NOTICE PERIOD") before such parties shall be required to Transfer their shares to the transferee. During the Drag Along Notice Period, the Drag Along Parties in receipt of such notice may not Transfer any Shares subject to such Dragging Party’s 's drag along rights under this Section SECTION 5.1(a) to any Person other than such Dragging Party.

Drag-Along Rights; Sale. (a) Subject In the event that a New Investor proposes to paragraph undertake a Drag-Along Transaction (cas such term is defined in the New Investor Stockholders Agreement) below, (x) on and after then the fifth (5th) anniversary, but before the sixth (6th) anniversary, of the Closing Date, if two or more Major Stockholders, each beneficially owning Securities constituting more than 51% of the Original Ownership of such Major Stockholder, wish to sell all of the Securities held by such Major Stockholders and their Affiliates to a transferee in one transaction or a series of related transactions (such Major Stockholders, collectively, the “Dragging Party”), and (y) on and after the sixth (6th) anniversary of the Closing Date, if any Major Stockholder beneficially owning Securities constituting more than 51% of the Original Ownership of such Major Stockholder wishes to sell all of the Securities held by such Major Stockholder and its Affiliates to a transferee in one transaction or a series of related transactions (such Major Stockholder, the “Dragging Party”), such Dragging Party (as such term is defined in the New Investor Stockholders Agreement) may, at its option, cause each other Stockholder holder of Executive Securities (each, a “Drag "Drag-Along Party” " and collectively, the “Drag "Drag-Along Parties”") to sell to the transferee, on the same terms and conditions, and at the same price, as provided with respect to the sale of Securities by such Dragging Party to such transferee, all of the Executive Securities then held by such Drag-Along Parties (such shares being “Drag "Drag-Along Shares” and such transaction being a “Drag Along Transaction”"). To exercise a drag drag-along right pursuant to this Section 5.1(a3(a), such Dragging Party shall give written notice delivered in accordance with Section 6.10 22 to the Drag Drag-Along Parties at least fifteen (15) business days 15 Business Days prior to the Drag SaleDrag-Along Transaction. The notice shall specify the terms of such Drag SaleDrag-Along Transaction. The Drag Drag-Along Parties shall have not less fewer than ten (10) business days 10 Business Days after receipt of such notice (the “Drag "Drag-Along Notice Period”") before such parties shall be required to Transfer their shares Executive Securities to the transferee. During the Drag Drag-Along Notice Period, the Drag Drag-Along Parties in receipt of such notice may not Transfer any Shares Executive Securities subject to such Dragging Party’s drag 's drag-along rights under this Section 5.1(a3(a) to any Person other than such Dragging Party.