Common use of Drag-Along Rights Clause in Contracts

Drag-Along Rights. (a) Subject to the provisions of the Articles (including, without limitation, Article 81 of the Articles) and prior to the closing of a Qualified IPO, if (i) any Preferred Shareholders (the “Selling Member”) receives a bona fide offer from and agrees to the terms for the sale of all of its shares with a third party buyer which is not an Affiliate of the Selling Member (the “Buyer”) (the “Drag-Along Sale”), and (ii) holders representing not less than eighty-five percent (85%) of the then outstanding Existing Preferred Shares (voting together as a separate class) and holders representing not less than seventy-five percent (75%) of the then outstanding Series C Shares and the holders of at least fifty percent (50%) of the then outstanding Ordinary Shares, vote in favor of, or consent in writing to, or otherwise agree in writing to sell or transfer all of their Shares in the Drag-Along Sale, then the Selling Member may require all other Members to participate in the proposed Drag-Along Sale in accordance with and subject to the conditions set forth in this Section 2.5. However, the Series C Shareholder shall be exempted from being required to participate in the proposed Drag-Along Sale and for the avoidance of doubt, the Series C Shareholder shall not be a Dragged Member. Notwithstanding the foregoing, if such Series C Shareholder votes for the Drag-Along Sale, such Series C Shareholder (as the case may be) shall be deemed to have forfeited rights not to be a Dragged Member for this particular Drag-along Sale only.

Drag-Along Rights. (a) Subject If any Shareholder receives from a third party (the “Third Party”) acting as principal and dealing at arm’s length with the Transferring Shareholder, a bona fide written offer (the “Third Party Offer”) to purchase all (but not less than all) of the Shares and Convertible Securities (which transaction may include, without limitation, an offer pursuant to a merger, amalgamation, arrangement, capital reorganization, consolidation or similar transaction), and the Third Party Offer is accepted by either (i) Shareholders holding at least 50% of the votes attached to the outstanding Shares and Convertible Securities held by parties to this Agreement (including votes that attach to securities issuable upon exercise of Convertible Securities) so long as the Third Party Offer is a Qualifying Offer (as defined hereinafter), or (ii) an Investors Majority (the “Accepting Shareholders”), the Accepting Shareholders shall be entitled to obtain from the Third Party an offer (a “Drag-Along Offer”) to purchase all of the Shares and Convertible Securities of the Corporation held by the Shareholders other than the Accepting Shareholders (the “Forced Shareholders”) on the same terms and conditions as contained in the Third Party Offer, subject to the provisions of Section 6.4(b). Notwithstanding the Articles (includingforegoing, without limitation, Article 81 of the Articles) and Xxxxxxxx shall not be required to accept a Drag Along Offer prior to the closing date one year from the date of a Qualified IPO, if (i) any Preferred this Agreement. If the consideration to be received by the Forced Shareholders (the “Selling Member”) receives a bona fide offer from and agrees to the terms for the sale of all of its shares with a third party buyer which is not an Affiliate of the Selling Member (the “Buyer”) (the “Drag-Along Sale”), and (ii) holders representing not less than eighty-five percent (85%) of the then outstanding Existing Preferred Shares (voting together as a separate class) and holders representing not less than seventy-five percent (75%) of the then outstanding Series C Shares and the holders of at least fifty percent (50%) of the then outstanding Ordinary Shares, vote in favor of, or consent in writing to, or otherwise agree in writing to sell or transfer all of their Shares in the Drag-Along SaleOffer includes consideration other than cash or cash equivalents, then the Selling Member may require all other Members to participate in the proposed Drag-Along Sale in accordance with and subject to the conditions set forth in this Section 2.5. However, the Series C Shareholder shall be exempted from being required to participate in the proposed Drag-Along Sale and for the avoidance of doubt, the Series C Shareholder shall not be a Dragged Member. Notwithstanding the foregoing, if such Series C Shareholder votes for the Drag-Along SaleOffer shall, such Series C Shareholder (as the case may be) if necessary, include a valuation prepared in accordance with Section 6.5. The Drag-Along Offer shall be deemed to have forfeited rights not to be irrevocable. For the purposes of this Agreement, a Dragged Member for this particular Drag-along Sale only.“

Drag-Along Rights. If Endo LLC shall propose to Transfer at least 60% of all shares of Common Stock then owned by Endo LLC to a Third Party, then (a) Subject in addition to the provisions rights of the Articles (including, without limitation, Article 81 of the ArticlesEmployee Stockholders to participate in such Transfer pursuant to Sections 5.6(a) and prior 5.6(b) hereof) Endo LLC may, at its option, require the Employee Stockholders (collectively, the “Remaining Holders”) to include in such Transfer to the closing Third Party such number of a Qualified IPOshares of Common Stock then owned by such Remaining Holder, if (i) any Preferred Shareholders (the “Selling Member”) receives a bona fide offer from and agrees to the terms for the sale of all of its shares as determined in accordance with a third party buyer which is not an Affiliate of the Selling Member (the “Buyer”) this Section 5.6(c). Endo LLC shall send written notice (the “Drag-Along SaleNotice”), and (ii) holders representing not less than eighty-five percent (85%) of the then outstanding Existing Preferred Shares (voting together as a separate classexercise of their rights pursuant to this Section 5.6(c) and holders representing not less than seventy-five percent (75%) to each of the then outstanding Series C Shares Remaining Holders, setting forth the consideration per share to be paid by the Third Party and the holders other material terms and conditions of at least fifty percent (50%) of the then outstanding Ordinary Shares, vote in favor of, or consent in writing to, or otherwise agree in writing to sell or transfer all of their Shares in the such transaction. The Drag-Along Sale, then Notice shall state that the Selling Member may require all other Members to participate in the proposed Drag-Along Sale in accordance with and subject to the conditions set forth in this Section 2.5. However, the Series C Shareholder Remaining Holders shall be exempted from being required to participate in the proposed Drag-Along Sale Transfer of shares of Common Stock to the Third Party according to the terms and conditions of this Section 5.6(c) and for the avoidance same type of doubt, consideration and for an amount of consideration per share not less than that offered to Endo LLC by the Series C Shareholder shall not be a Dragged MemberThird Party. Notwithstanding Within 15 days following the foregoing, if such Series C Shareholder votes for receipt of the Drag-Along SaleNotice, each of the Remaining Holders shall deliver to a representative of Endo LLC designated in the Drag-Along Notice certificates representing all shares of Common Stock held by such Series C Shareholder Remaining Holder, duly endorsed, together with all other documents required to be executed in connection with such transaction. In the event that any Remaining Holder should fail to deliver such certificates to Endo LLC, the Company shall cause the books and records of the Company to show that such shares are bound by the provisions of this Section 5.6(c) and that such shares may be Transferred only to the Third Party. Each Remaining Holder shall be required to participate in the proposed Transfer to the Third Party by Transferring in connection therewith shares of Common Stock equal to the product of (as x) the case total number of shares to be acquired by the Third Party, times (y) a fraction, the numerator of which shall be the total number of shares of Common Stock then owned by such Remaining Holder, and the denominator of which shall be the total number of shares of Common Stock then owned by Endo LLC plus the total number of shares of Common Stock then owned by the Remaining Holders. The maximum number of shares of Common Stock that may bebe transferred by each Remaining Holder to the Third Party in accordance with this Section 5.6(c) shall be deemed to have forfeited rights not to be a Dragged Member for this particular the total number of shares of Common Stock then owned by such Remaining Holder. If, within 120 days after Endo LLC gave the Drag-along Sale onlyAlong Notice, it shall not have completed the Transfer of all the shares of Common Stock of the Remaining Holders in accordance with this Section 5.6(c), Endo LLC shall return to each of the Remaining Holders all certificates representing shares of Common Stock that such Remaining Holder delivered for Transfer pursuant hereto and that were not purchased pursuant to this Section 5.6(c). Promptly (but in no event later than 5 days) after the consummation of the Transfer of Common Stock of Endo LLC and Remaining Holders pursuant to this Section 5.6(c), Endo LLC shall give notice thereof to the Remaining Holders, shall remit to each of the Remaining Holders the total consideration in respect of the shares of Common Stock of such Remaining Holder which were so transferred, and shall furnish such other evidence of the completion and time of completion of such Transfer and the terms thereof as may be reasonably requested by such Remaining Holders.

Drag-Along Rights. So long as this Agreement shall remain ----------------- in effect and Holdings beneficially owns on a fully diluted basis an aggregate number of shares of Common Stock not less than one-fourth (a1/4) Subject of the Common Stock owned by Holdings on August 19, 1999, if Holdings receives an offer from a Third Party to purchase all, but not less than all, of the outstanding shares of Common Stock owned by Holdings and such offer is accepted by Holdings, then the holders of the Oxy Shares hereby agree that they will Transfer all Registrable Securities beneficially owned by them to such Third Party upon the terms and conditions of the offer (including without limitation time of payment and form of consideration) applicable to Holdings, provided that the holders of the Oxy -------- Shares must agree to make to the provisions Third Party the same representations, warranties, covenants, indemnities and agreements that Holdings agrees to make in connection with the proposed Transfer; and provided further, that all -------- ------- representations and warranties shall be made by the holders of the Articles (including, without limitation, Article 81 Oxy Shares and Holdings severally and not jointly and that the liability of the Articlesholders of the Oxy Shares and Holdings (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and prior to the Third Party and shall be borne by each of them on a pro rata basis. At the closing of a Qualified IPOany such Transfer, if (i) any Preferred Shareholders (the “Selling Member”) receives a bona fide offer from and agrees holders of the Oxy Shares shall deliver to the terms Third Party the certificate or certificates representing the shares of Common Stock to be sold pursuant to such sale by such holder, duly endorsed for transfer, against receipt of the purchase price thereof. The closing of the purchase of the Common Stock with respect to which such rights have been exercised shall take place concurrently with the closing of the sale of all of its shares with a third party buyer which is not an Affiliate of the Selling Member (the “Buyer”) (the “Drag-Along Sale”), and (ii) holders representing not less than eighty-five percent (85%) of the then outstanding Existing Preferred Shares (voting together as a separate class) and holders representing not less than seventy-five percent (75%) of the then outstanding Series C Shares and the holders of at least fifty percent (50%) of the then outstanding Ordinary Shares, vote in favor of, or consent in writing to, or otherwise agree in writing to sell or transfer all of their Shares in the Drag-Along Sale, then the Selling Member may require all other Members to participate in the proposed Drag-Along Sale in accordance with and subject to the conditions set forth in this Section 2.5. However, the Series C Shareholder shall be exempted from being required to participate in the proposed Drag-Along Sale and for the avoidance of doubt, the Series C Shareholder shall not be a Dragged Member. Notwithstanding the foregoing, if such Series C Shareholder votes for the Drag-Along Sale, such Series C Shareholder (as the case may be) shall be deemed to have forfeited rights not to be a Dragged Member for this particular Drag-along Sale onlyHoldings Common Stock.

Drag-Along Rights. (a) Subject to If Shareholders holding, in the provisions aggregate, greater than fifty percent (50%) of the Articles (including, without limitation, Article 81 of Company Shares owned by the Articles) and prior Shareholders from time to the closing of a Qualified IPO, if (i) any Preferred Shareholders time (the “Selling MemberShareholders”) receives agree to enter into a bona fide offer from and agrees to the terms for the sale of all of its shares with a third party buyer which is not an Affiliate of the Selling Member (the “Buyer”) transaction (the “Drag-Along Sale”), and (ii) holders representing not less which would result in the Transfer of more than eighty-five percent (85%) of the then outstanding Existing Preferred Shares (voting together as a separate class) and holders representing not less than seventy-five percent (75%) of the then outstanding Series C Shares and the holders of at least fifty percent (50%) of the then outstanding Ordinary aggregate Company Shares (including any Company Shares held by other holders of Company Shares, vote in favor ofincluding any Drag- Along Shareholders) to one or more third parties that is not a Permitted Transferee or Affiliate of any Selling Shareholder (the “Drag-Along Buyer”), or consent in writing tothe Selling Shareholders may deliver written notice (a “Drag-Along Notice”) to each other Shareholder (the “Drag-Along Shareholders”), or otherwise agree in writing stating that such Selling Shareholders wish to sell or transfer all exercise their rights under this Section 4.4 with respect to such Transfer (a “Drag-Along Election”), and setting forth the name and address of their Shares in the Drag-Along SaleBuyer, then the Selling Member may require number of Company Shares proposed to be Transferred, the proposed amount and form of the consideration, and all other Members to participate in material terms and conditions offered by the proposed Drag-Along Sale in accordance with and subject to the conditions set forth in this Section 2.5. However, the Series C Shareholder shall be exempted from being required to participate in the proposed Drag-Along Sale and for the avoidance of doubt, the Series C Shareholder shall not be a Dragged MemberBuyer. Notwithstanding the foregoing, if such Series C Shareholder votes for the no Drag-Along Sale, such Series C Shareholder Election may be made (i) without the approval of the GSCP Parties so long as the case may beGSCP Parties collectively hold at least 25% of their aggregate Initial Post-IPO Share Ownership and (ii) shall be deemed to have forfeited rights not to be a Dragged Member for this particular Dragwithout the approval of the Providence Parties so long as the Providence Parties collectively hold at least 25% of their aggregate Initial Post-along Sale onlyIPO Share Ownership.

Drag-Along Rights. (a) Subject 4.1 To the extent the Corporation’s Board of Directors approves a Fundamental Transaction, the Corporation shall have the right to require all other Shareholders to consent to the provisions of the Articles (Fundamental Transaction, including, without limitation, Article 81 of the Articles) and prior to the closing of a Qualified IPO, if (i) becoming a party to any Preferred and all agreements to which CCRT becomes a party, including agreements providing for indemnification to which CCRT is subject; provided that (A) in no event shall a Shareholder be required to provide indemnification in an amount greater than such Shareholder’s pro rata share (based upon the Share Ownership Percentage of such Shareholder) of the total indemnification being provided by all Shareholders and (B) Xxxxxxx Xxxxx shall receive copies of such agreements and shall have the “Selling Member”) receives a bona fide offer from opportunity to review and agrees negotiate in good faith such agreements; provided, however, that CCRT’s failure to provide Xxxxxxx Xxxxx with such agreements or to provide Xxxxxxx Xxxxx with the terms for the sale of all opportunity to review and negotiate in good faith such agreements shall not relieve Xxxxxxx Xxxxx of its shares with a third party buyer which is not an Affiliate of the Selling Member (the “Buyer”) (the “Drag-Along Sale”), and obligations set forth in clauses (ii) holders representing through (iv) below and Section 4.3; provided, further, that CCRT shall control and have final determination with respect to such negotiations, which right shall not less than eighty-five percent (85%) relieve Xxxxxxx Xxxxx of the then outstanding Existing Preferred Shares (voting together as a separate class) and holders representing not less than seventy-five percent (75%) of the then outstanding Series C Shares and the holders of at least fifty percent (50%) of the then outstanding Ordinary Shares, vote in favor of, or consent in writing to, or otherwise agree in writing to sell or transfer all of their Shares in the Drag-Along Sale, then the Selling Member may require all other Members to participate in the proposed Drag-Along Sale in accordance with and subject to the conditions its obligations set forth in this clause (i); (ii) voting all Shares held by such Shareholder or any of its Affiliates in favor of the Fundamental Transaction; (iii) delivering all Shares held by such Shareholder or any of its Affiliates; and (iv) if the proposed Fundamental Transaction is a sale of less than all of the Shares, subject to Section 2.5. However4.3 below, selling the Series C Shareholder same percentage of such Shareholder’s Shares as sold by CCRT; provided that any sale of Shares pursuant to this Section 4.1 shall be exempted from being required made at Fair Market Value; provided, further, that if Xxxxxxx Xxxxx xxxxx its Non-Voting Shares to participate in the proposed Drag-Along Sale and for the avoidance of doubt, the Series C Shareholder shall not be a Dragged Member. Notwithstanding the foregoing, if such Series C Shareholder votes for the Drag-Along Saleanother Person pursuant to clause (iv) above, such Series C Shareholder (as Person shall have the case may be) shall be deemed right to have forfeited rights not exchange, and the Corporation hereby agrees to be a Dragged Member for this particular Dragexchange, such Non-along Sale onlyVoting Shares into Voting Shares.

Drag-Along Rights. (a) Subject If any Shareholder receives from a third party (the "THIRD PARTY") acting as principal and dealing at arm's length with the Transferring Shareholder, a bona fide written offer (the "THIRD PARTY Offer") to purchase all (but not less than all) of the Shares and Convertible Securities (which transaction may include, without limitation, an offer pursuant to a merger, amalgamation, arrangement, capital reorganization, consolidation or similar transaction), and the Third Party Offer is accepted by either (i) Shareholders holding at least 50% of the votes attached to the outstanding Shares and Convertible Securities held by parties to this Agreement (including votes that attach to securities issuable upon exercise of Convertible Securities) so long as the Third Party Offer is a Qualifying Offer (as defined hereinafter), or (ii) an Investors Majority (the "ACCEPTING SHAREHOLDERS"), the Accepting Shareholders shall be entitled to obtain from the Third Party an offer (a "DRAG-ALONG OFFER") to purchase all of the Shares and Convertible Securities of the Corporation held by the Shareholders other than the Accepting Shareholders (the "FORCED SHAREHOLDERS") on the same terms and conditions as contained in the Third Party Offer, subject to the provisions of Section 6.4(b). Notwithstanding the Articles (includingforegoing, without limitation, Article 81 of the Articles) and prior Matthews shall not be required to accept a Drag Along Offex xxxxx to the closing date one year from the date of a Qualified IPO, if (i) any Preferred this Agreement. If the consideration to be received by the Forced Shareholders (the “Selling Member”) receives a bona fide offer from and agrees to the terms for the sale of all of its shares with a third party buyer which is not an Affiliate of the Selling Member (the “Buyer”) (the “Drag-Along Sale”), and (ii) holders representing not less than eighty-five percent (85%) of the then outstanding Existing Preferred Shares (voting together as a separate class) and holders representing not less than seventy-five percent (75%) of the then outstanding Series C Shares and the holders of at least fifty percent (50%) of the then outstanding Ordinary Shares, vote in favor of, or consent in writing to, or otherwise agree in writing to sell or transfer all of their Shares in the Drag-Along SaleOffer includes consideration other than cash or cash equivalents, then the Selling Member may require all other Members to participate in the proposed Drag-Along Sale in accordance with and subject to the conditions set forth in this Section 2.5. However, the Series C Shareholder shall be exempted from being required to participate in the proposed Drag-Along Sale and for the avoidance of doubt, the Series C Shareholder shall not be a Dragged Member. Notwithstanding the foregoing, if such Series C Shareholder votes for the Drag-Along SaleOffer shall, such Series C Shareholder (as the case may be) shall be deemed to have forfeited rights not to be if necessary, include a Dragged Member for this particular Drag-along Sale onlyvaluation prepared in accordance with Section 6.5.

Drag-Along Rights. (ai) Subject If the Stockholders holding a majority of the voting power of the Shares (the “Sale Majority”) approve a bona fide sale or exchange, whether directly or pursuant to a sale, merger, consolidation or other business combination, of all or substantially all of the Shares to a Third-Party Purchaser (a “Drag-Along Event”), then the Stockholders comprising a part of the Sale Majority shall have the right, subject to all of the provisions of the Articles this Section 3.1(g) (including“Drag-Along Rights”), without limitation, Article 81 to require all of the Articles) and prior to the closing of a Qualified IPO, if (i) any Preferred Shareholders (the “Selling Member”) receives a bona fide offer from and agrees to the terms for the sale of all of its shares with a third party buyer which is not an Affiliate of the Selling Member (the “Buyer”) other Stockholders (the “Drag-Along SaleStockholders” and each individually a “Drag-Along Stockholder”), and ) to (iiA) holders representing not less than eightyif such Drag-five percent (85%) of the then outstanding Existing Preferred Shares (voting together Along Event is structured as a separate class) sale of Shares, sell, Transfer and holders representing not less than seventy-five percent (75%) of the then outstanding Series C deliver or cause to be sold, Transferred and delivered to such Third- Party Purchaser all Shares and the holders of at least fifty percent (50%) of the then outstanding Ordinary Shares, vote in favor of, or consent in writing to, or otherwise agree in writing to sell or transfer all of their Shares in Common Stock Equivalents owned by the Drag-Along Sale, then the Selling Member may require all other Members to participate in the proposed Stockholders or (B) if such Drag-Along Sale in accordance with and subject to Event is structured as a merger, consolidation or other business combination requiring the conditions set forth in this Section 2.5. However, the Series C Shareholder shall be exempted from being required to participate in the proposed Drag-Along Sale and for the avoidance consent or approval of doubt, the Series C Shareholder shall not be a Dragged Member. Notwithstanding the foregoing, if such Series C Shareholder votes for the Drag-Along SaleStockholders, vote their Shares in accordance with the written instructions of the Stockholders comprising a part of the Sale Majority in favor thereof, and otherwise consent to and raise no objection to such Series C Shareholder transaction, and waive any dissenters’ rights, appraisal rights or similar rights which the Drag-Along Stockholders may have in connection therewith; and, in any such event, subject to the provisions of subsection (as iii) of this Section 3.1(g), the case may beDrag-Along Stockholders shall agree to and shall be bound by the same terms, provisions and conditions in respect of the Drag-Along Event. The provisions of Section 3.1(f) shall be deemed not apply to any transaction to which this Section 3.1(g) applies to the extent the Stockholders comprising a part of the Sale Majority shall have forfeited rights not to be a Dragged Member for this particular in fact exercised their Drag-along Sale onlyAlong Rights under this Section 3.1(g).

Drag-Along Rights. (a) Subject If any Shareholder receives from a third party (the “Third Party”) acting as principal and dealing at arm’s length with the Transferring Shareholder, a bona fide written offer (the “Third Party Offer”) to purchase all (but not less than all) of the Shares and Convertible Securities (which transaction may include, without limitation, an offer pursuant to a merger, amalgamation, arrangement, capital reorganization, consolidation or similar transaction), and the Third Party Offer is accepted by either (i) Shareholders holding at least 50% of the votes attached to the outstanding Shares and Convertible Securities held by parties to this Agreement (including votes that attach to securities issuable upon exercise of Convertible Securities) so long as the Third Party Offer is a Qualifying Offer (as defined hereinafter), or (ii) an Investors Majority (the “Accepting Shareholders”), the Accepting Shareholders shall be entitled to obtain from the Third Party an offer (a “Drag-Along Offer”) to purchase all of the Shares and Convertible Securities of the Corporation held by the Shareholders other than the Accepting Shareholders (the “Forced Shareholders”) on the same terms and conditions as contained in the Third Party Offer, subject to the provisions of Section 6.4(b). Notwithstanding the Articles (includingforegoing, without limitation, Article 81 of the Articles) and Xxxxxxxx shall not be required to accept a Drag Along Offer prior to the closing date one year from the date of a Qualified IPOthis Agreement. If the consideration to be received by the Forced Shareholders in the Drag-Along Offer includes consideration other than cash or cash equivalents, the Drag-Along Offer shall, if necessary, include a valuation prepared in accordance with Section 6.5. The Drag-Along Offer shall be irrevocable. For the purposes of this Agreement, a “Qualifying Offer” means a Third Party Offer: (i) any Preferred Shareholders (received within two years from the “Selling Member”) receives a bona fide offer from and agrees to the terms for the sale of all of its shares with a third party buyer which is not an Affiliate of the Selling Member (the “Buyer”) (the “Drag-Along Sale”)date hereof, and (ii) pursuant to which the holders representing of the Class 1 Shares purchased by the Investors pursuant to the Subscription Agreement would be entitled to receive aggregate proceeds, payable in cash, equal to not less than eighty-five percent (85%) of the then outstanding Existing Preferred Shares (voting together as a separate class) and holders representing not less than seventy-five percent (75%) of the then outstanding Series C Shares and the holders of at least fifty percent (50%) of the then outstanding Ordinary Shares, vote in favor of, or consent in writing to, or otherwise agree in writing to sell or transfer all of their Shares in the Drag-Along Sale, then the Selling Member may require all other Members to participate in the proposed Drag-Along Sale in accordance with and subject to the conditions set forth in this Section 2.5. However, the Series C Shareholder shall be exempted from being required to participate in the proposed Drag-Along Sale and $2,000 for the avoidance of doubt, the Series C Shareholder shall not be a Dragged Member. Notwithstanding the foregoing, if each Class 1 Share held by such Series C Shareholder votes for the Drag-Along Sale, such Series C Shareholder (as the case may be) shall be deemed to have forfeited rights not to be a Dragged Member for this particular Drag-along Sale onlyPersons.

Drag-Along Rights. (ai) Subject If the Stockholders holding a majority of the voting power of the Shares (the "Sale Majority") approve a bona tide sale or exchange, whether directly or pursuant to a sale, merger, consolidation or other business combination, of all or substantially all of the Shares to a Third-Party Purchaser (a "Drag-Along Event"), then the Stockholders comprising a part of the Sale Majority shall have the right, subject to all of the provisions of this Section 3.1(g) ("Drag-Along Rights"), to require all of the other Stockholders (the "Drag-Along Stockholders" and each individually a "Drag-Along Stockholder") to (A) if such Drag-Along Event is structured as a sale of Shares, sell, Transfer and deliver or cause to be sold, Transferred and delivered to such Third-Party Purchaser all Shares and Common Stock Equivalents owned by the Drag-Along Stockholders or (B) if such Drag-Along Event is structured as a merger, consolidation or other business combination requiring the consent or approval of the Drag-Along Stockholders, vote their Shares in accordance with the written instructions of the Stockholders comprising a part of the Sale Majority in favor thereof, and otherwise consent to and raise no objection to such transaction, and waive any dissenters' rights, appraisal rights or similar rights which the Drag-Along Stockholders may have in connection therewith; and, in any such event, subject to the provisions of the Articles subsection (including, without limitation, Article 81 iii) of the Articles) and prior to the closing of a Qualified IPO, if (i) any Preferred Shareholders (the “Selling Member”) receives a bona fide offer from and agrees to the terms for the sale of all of its shares with a third party buyer which is not an Affiliate of the Selling Member (the “Buyer”) (the “Drag-Along Sale”this Section 3.1(g), and (ii) holders representing not less than eighty-five percent (85%) of the then outstanding Existing Preferred Shares (voting together as a separate class) and holders representing not less than seventy-five percent (75%) of the then outstanding Series C Shares and the holders of at least fifty percent (50%) of the then outstanding Ordinary Shares, vote in favor of, or consent in writing to, or otherwise agree in writing to sell or transfer all of their Shares in the Drag-Along Sale, then the Selling Member may require all other Members Stockholders shall agree to participate in the proposed Drag-Along Sale in accordance with and subject to the conditions set forth in this Section 2.5. However, the Series C Shareholder shall be exempted from being required to participate bound by the same terms, provisions and conditions in the proposed Drag-Along Sale and for the avoidance respect of doubt, the Series C Shareholder shall not be a Dragged Member. Notwithstanding the foregoing, if such Series C Shareholder votes for the Drag-Along Sale, such Series C Shareholder Event. The provisions of Section 3.1 (as the case may bef) shall be deemed not apply to any transaction to which this Section 3.1(g) applies to the extent the Stockholders comprising a part of the Sale Majority shall have forfeited rights not to be a Dragged Member for this particular in fact exercised their Drag-along Sale onlyAlong Rights under this Section 3.1(g).

Drag-Along Rights. So long as this Agreement shall remain in effect and Holdings beneficially owns on a fully diluted basis an aggregate number of shares of Common Stock not less than one-fourth (a1/4) Subject of the Common Stock owned by Holdings on August 19, 1999, if Holdings receives an offer from a Third Party to purchase all, but not less than all, of the outstanding shares of Common Stock owned by Holdings and such offer is accepted by Holdings, then the holders of the Oxy Shares hereby agree that they will Transfer all Registrable Securities beneficially owned by them to such Third Party upon the terms and conditions of the offer (including without limitation time of payment and form of consideration) applicable to Holdings, provided that the holders of the Oxy Shares must agree to make to the provisions Third Party the same representations, warranties, covenants, indemnities and agreements that Holdings agrees to make in connection with the proposed Transfer; and provided further, that all representations and warranties shall be made by the holders of the Articles (including, without limitation, Article 81 Oxy Shares and Holdings severally and not jointly and that the liability of the Articlesholders of the Oxy Shares and Holdings (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and prior to the Third Party and shall be borne by each of them on a pro rata basis. At the closing of a Qualified IPOany such Transfer, if (i) any Preferred Shareholders (the “Selling Member”) receives a bona fide offer from and agrees holders of the Oxy Shares shall deliver to the terms Third Party the certificate or certificates representing the shares of Common Stock to be sold pursuant to such sale by such holder, duly endorsed for transfer, against receipt of the purchase price thereof. The closing of the purchase of the Common Stock with respect to which such rights have been exercised shall take place concurrently with the closing of the sale of all of its shares with a third party buyer which is not an Affiliate of the Selling Member (the “Buyer”) (the “Drag-Along Sale”), and (ii) holders representing not less than eighty-five percent (85%) of the then outstanding Existing Preferred Shares (voting together as a separate class) and holders representing not less than seventy-five percent (75%) of the then outstanding Series C Shares and the holders of at least fifty percent (50%) of the then outstanding Ordinary Shares, vote in favor of, or consent in writing to, or otherwise agree in writing to sell or transfer all of their Shares in the Drag-Along Sale, then the Selling Member may require all other Members to participate in the proposed Drag-Along Sale in accordance with and subject to the conditions set forth in this Section 2.5. However, the Series C Shareholder shall be exempted from being required to participate in the proposed Drag-Along Sale and for the avoidance of doubt, the Series C Shareholder shall not be a Dragged Member. Notwithstanding the foregoing, if such Series C Shareholder votes for the Drag-Along Sale, such Series C Shareholder (as the case may be) shall be deemed to have forfeited rights not to be a Dragged Member for this particular Drag-along Sale onlyHoldings Common Stock.

Drag-Along Rights. If (a) Subject to the provisions Stockholders holding a majority of the Articles outstanding Shares (includingthe "MAJORITY HOLDERS") determine to Transfer or exchange (in a merger, without limitationbusiness combination or otherwise) in one or a series of related bona fide arm's-length transactions (collectively, Article 81 the "DRAG-ALONG TRANSACTION") to an unrelated and unaffiliated third party all of the ArticlesShares held by such Stockholders; (b) and prior to the closing of a Qualified IPO, if (i) any Preferred Shareholders (the “Selling Member”) receives a bona fide offer from and agrees to the terms for the sale of all of its shares with a third party buyer which is not an Affiliate of the Selling Member (the “Buyer”) (the “Drag-Along Sale”), and (ii) holders representing not less than eighty-five percent (85%) of the then outstanding Existing Preferred Shares (voting together as a separate class) and holders representing not less than seventy-five percent (75%) of the then outstanding Series C Shares and the holders of at least fifty percent (50%) of the then outstanding Ordinary Shares, vote in favor of, or consent in writing to, or otherwise agree in writing to sell or transfer all of their Shares in the Drag-Along Sale, then Transaction is a Fair Transaction (as hereinafter defined); and (c) the Selling Member may require all other Members to participate third party transferee agrees in the proposed connection with such Drag-Along Sale Transaction to acquire all outstanding Options or the Shares underlying such Options at a price per underlying Share that is equal to the price per Share to be received by the Majority Holders, then, upon thirty (30) days' written notice to the Stockholders who are not Majority Holders, the Company and the Option Holders (the "DRAG-ALONG NOTICE"), which notice shall include reasonable details of the proposed transaction, including the consideration to be received by the Stockholders, each other Stockholder shall be obligated to, and shall sell, Transfer and deliver, or cause to be sold, Transferred and delivered, to such third party, all of its Shares in the same transaction at the closing thereof (and will deliver such Shares free and clear of all liens, claims, or encumbrances except this Agreement) (or shall vote in favor of or consent to any transaction requiring the vote or consent of Stockholders), and shall otherwise cooperate in the consummation of such transaction, and the consideration to be paid to the Stockholders and the Option Holders shall be distributed to the Stockholders and the Option Holders on a pro rata basis in accordance with and subject to the conditions set forth in this Section 2.5. However, the Series C Shareholder shall be exempted from being required to participate in the proposed Drag-Along Sale and for the avoidance of doubt, the Series C Shareholder shall not be a Dragged Member. Notwithstanding the foregoing, if such Series C Shareholder votes for the Drag-Along Sale, such Series C Shareholder (as the case may be) shall be deemed to have forfeited rights not to be a Dragged Member for this particular Drag-along Sale onlytheir respective Proportionate Shares.

Drag-Along Rights. (a) Subject to the provisions of the Articles (including, without limitation, Article 81 of the Articles) and If at any time prior to the closing of a Qualified IPO, if (i) any Preferred Shareholders (the “Selling Member”) receives a bona fide offer from and agrees (a "Bona Fide Offer") is made by an independent third party to the terms for the sale of purchase all or substantially all of its shares with the Company's assets or equity securities, then if the Bona Fide Offer is received by a third party buyer which is not an Affiliate Securityholder, that Securityholder shall promptly notify the Company in writing of the Selling Member terms, including price, and conditions of the Bona Fide Offer. Upon receipt of the notice from the Securityholder or, if the Bona Fide Offer is received by the Company directly from the independent third party, the Company, promptly shall notify (the “Buyer”"Company Notice") (the “Drag-Along Sale”)Securityholders in writing of the Bona Fide Offer, specifying the terms, including price, and conditions of the Bona Fide Offer. The Securityholders owning at least two-thirds (ii) holders representing not less than eighty-five percent (85%2/3) of the then outstanding Existing Preferred Shares (voting together as shares of Common Stock on a separate class) and holders representing not less than seventyfully-five percent (75%) diluted basis owned by all of the then outstanding Series C Shares Securityholders on the date of the Bona Fide Offer (the "Two-Thirds Interest") shall have the option (the "Option"), for a period of thirty (30) days from the date of receipt of the Company Notice, to require the Company and the holders of at least fifty percent (50%) Securityholders to accept the Bona Fide Offer; provided, however, that the Company may elect instead to acquire all of the then outstanding Ordinary SharesSecurityholders' Securities (the "Securityholders' Equity") on the same terms, vote in favor ofincluding price, or consent in writing to, or otherwise agree in writing to sell or transfer all of their Shares in the Drag-Along Sale, then the Selling Member may require all other Members to participate in the proposed Drag-Along Sale in accordance with and subject to the same conditions set forth as specified in the Bona Fide Offer (except that the consideration payable to the Securityholders shall be cash). Any election by the Company pursuant to this Section 2.5. However, the Series C Shareholder shall be exempted from being required to participate in the proposed Drag-Along Sale and for the avoidance of doubt, the Series C Shareholder shall not be a Dragged Member. Notwithstanding the foregoing, if such Series C Shareholder votes for the Drag-Along Sale, such Series C Shareholder (as the case may be7(b) shall be deemed at the direction of a two-thirds majority of the members of the Board of Directors of the Company (the "Board")(with the Securityholders' Board representatives abstaining from any such vote to the extent that they or their affiliates are party to the Option election). Should the Two-Thirds Interest desire to exercise the Option, they shall notify the Company (the "Securityholders' Notice") in writing of their exercise of the Option prior to the expiration of the aforementioned thirty (30) day period. The Company shall have forfeited rights not thirty (30) days from the date of receipt of the Securityholders' Notice to elect whether to acquire the Securityholders' Equity or accept the Bona Fide Offer. If the Company declines to acquire the Securityholders' Equity, the Securityholders hereby agree to effect the sale of their Securities (or, if the transaction is an asset sale, to effect the asset sale) pursuant to the Bona Fide Offer. If the Company elects to acquire the Securityholders' Equity, it shall consummate the acquisition of the Securityholders' Equity on or before the period expiring ninety (90) days from the date of the Company Notice. If the Company shall fail to consummate the acquisition of the Securityholders' Equity on or prior to the expiration of such period, then the Company and the Securityholders shall accept the Bona Fide Offer. If, however, the Bona Fide Offer has been withdrawn prior to such date due to the Company's inability to timely consummate the acquisition of the Securityholders' Equity, then the Securityholders shall have the election, in accordance with the procedures set forth herein, to require the Company and the Securityholders to accept the next Bona Fide Offer without the option of the Company to acquire the Securityholders' Equity in lieu of accepting the Bona Fide Offer. The acquisition by the Company of the Securityholders' Equity shall be a Dragged Member for this particular Drag-along Sale onlycash consideration. If the Bona Fide Offer is accepted, the Securityholders shall be entitled to receive the same form of consideration as the Company's Other Securityholders.

Drag-Along Rights. (ai) Subject If the Stockholders holding a majority of the voting power of the Shares (the “Sale Majority”) approve a bona fide sale or exchange, whether directly or pursuant to a sale, merger, consolidation or other business combination, of all or substantially all of the Shares to a Third-Party Purchaser (a “Drag-Along Event”), then the Stockholders comprising a part of the Sale Majority shall have the right, subject to all of the provisions of the Articles this Section 3.1(g) (including“Drag-Along Rights”), without limitation, Article 81 to require all of the Articles) and prior to the closing of a Qualified IPO, if (i) any Preferred Shareholders (the “Selling Member”) receives a bona fide offer from and agrees to the terms for the sale of all of its shares with a third party buyer which is not an Affiliate of the Selling Member (the “Buyer”) other Stockholders (the “Drag-Along SaleStockholders” and each individually a “Drag-Along Stockholder”), and ) to (iiA) holders representing not less than eightyif such Drag-five percent (85%) of the then outstanding Existing Preferred Shares (voting together Along Event is structured as a separate class) sale of Shares, sell, Transfer and holders representing not less than seventydeliver or cause to be sold, Transferred and delivered to such Third-five percent (75%) of the then outstanding Series C Party Purchaser all Shares and the holders of at least fifty percent (50%) of the then outstanding Ordinary Shares, vote in favor of, or consent in writing to, or otherwise agree in writing to sell or transfer all of their Shares in Common Stock Equivalents owned by the Drag-Along Sale, then the Selling Member may require all other Members to participate in the proposed Stockholders or (B) if such Drag-Along Sale in accordance with and subject to Event is structured as a merger, consolidation or other business combination requiring the conditions set forth in this Section 2.5. However, the Series C Shareholder shall be exempted from being required to participate in the proposed Drag-Along Sale and for the avoidance consent or approval of doubt, the Series C Shareholder shall not be a Dragged Member. Notwithstanding the foregoing, if such Series C Shareholder votes for the Drag-Along SaleStockholders, vote their Shares in accordance with the written instructions of the Stockholders comprising a part of the Sale Majority in favor thereof, and otherwise consent to and raise no objection to such Series C Shareholder transaction, and waive any dissenters’ rights, appraisal rights or similar rights which the Drag-Along Stockholders may have in connection therewith; and, in any such event, subject to the provisions of subsection (as iii) of this Section 3.1(g), the case may beDrag-Along Stockholders shall agree to and shall be bound by the same terms, provisions and conditions in respect of the Drag-Along Event. The provisions of Section 3.1(f) shall be deemed not apply to any transaction to which this Section 3.1(g) applies to the extent the Stockholders comprising a part of the Sale Majority shall have forfeited rights not to be a Dragged Member for this particular in fact exercised their Drag-along Sale onlyAlong Rights under this Section 3.1(g).

Drag-Along Rights. (a) Subject If any Shareholder receives from a third party (the “Third Party”) acting as principal and dealing at arm’s length with the Transferring Shareholder, a bona fide written offer (the “Third Party Offer”) to purchase all (but not less than all) of the Shares and Convertible Securities (which transaction may include, without limitation, an offer pursuant to a merger, amalgamation, arrangement, capital reorganization, consolidation or similar transaction), and the Third Party Offer is accepted by either (i) Shareholders holding at least 50% of the votes attached to the outstanding Shares and Convertible Securities held by parties to this Agreement (including votes that attach to securities issuable upon exercise of Convertible Securities) so long as the Third Party Offer is a Qualifying Offer (as defined hereinafter), or (ii) an Investors Majority (the “Accepting Shareholders”), the Accepting Shareholders shall be entitled to obtain from the Third Party an offer (a “Drag-Along Offer”) to purchase all of the Shares and Convertible Securities of the Corporation held by the Shareholders other than the Accepting Shareholders (the “Forced Shareholders”) on the same terms and conditions as contained in the Third Party Offer, subject to the provisions of Section 6.4(b). Notwithstanding the Articles (includingforegoing, without limitation, Article 81 of the Articles) and Mxxxxxxx shall not be required to accept a Drag Along Offer prior to the closing date one year from the date of a Qualified IPO, if (i) any Preferred this Agreement. If the consideration to be received by the Forced Shareholders (the “Selling Member”) receives a bona fide offer from and agrees to the terms for the sale of all of its shares with a third party buyer which is not an Affiliate of the Selling Member (the “Buyer”) (the “Drag-Along Sale”), and (ii) holders representing not less than eighty-five percent (85%) of the then outstanding Existing Preferred Shares (voting together as a separate class) and holders representing not less than seventy-five percent (75%) of the then outstanding Series C Shares and the holders of at least fifty percent (50%) of the then outstanding Ordinary Shares, vote in favor of, or consent in writing to, or otherwise agree in writing to sell or transfer all of their Shares in the Drag-Along SaleOffer includes consideration other than cash or cash equivalents, then the Selling Member may require all other Members to participate in the proposed Drag-Along Sale in accordance with and subject to the conditions set forth in this Section 2.5. However, the Series C Shareholder shall be exempted from being required to participate in the proposed Drag-Along Sale and for the avoidance of doubt, the Series C Shareholder shall not be a Dragged Member. Notwithstanding the foregoing, if such Series C Shareholder votes for the Drag-Along SaleOffer shall, such Series C Shareholder (as the case may be) if necessary, include a valuation prepared in accordance with Section 6.5. The Drag-Along Offer shall be deemed to have forfeited rights not to be irrevocable. For the purposes of this Agreement, a Dragged Member for this particular Drag-along Sale only.“