Common use of Drag-Along Sale Clause in Contracts

Drag-Along Sale. (a) Subject to Sections 8.07, 9.01 and, if applicable, 8.08, if at any time after the second anniversary of the date of this Agreement, (i) the Essex Members and their Permitted Transferees (the “Initiating Members”) propose to Transfer (in one transaction or in a series of transactions, including, for the avoidance of doubt, a Member Entity Transfer) all of their Units (the “Essex Units”) to a third party that is not a Permitted Transferee of any of such Essex Members (such Transfer, a “Drag-Along Sale” and such Transferee, the “Drag-Along Transferee”) and (ii) the Percentage Interest of the Essex Members and their Permitted Transferees at such time is, in the aggregate, greater than or equal to 51%, then the Initiating Members may elect, subject to the provisions of this Section 8.06, to require each other Member (the “Other Members”) to Transfer in the Drag-Along Sale all of the Units then held by such Other Members for the consideration and on the terms and conditions described in the Drag-Along Sale Notice, and each Other Member will be deemed to have consented to (and agrees to waive any dissenter’s rights, appraisal rights or similar rights in connection with) such Drag-Along Sale and agrees to take all necessary action to transfer such Other Member’s Units on the terms and conditions specified in the Drag-Along Sale Notice; provided, however, that, notwithstanding anything to the contrary contained herein, at the election of S&N Blocker (after S&N Blocker becomes a Member) or any Permitted Transferee thereof, any Drag-Along Sale shall be structured to permit any Transfer of Units by S&N Blocker or such Permitted Transferee pursuant to such Drag-Along Sale to be effected indirectly pursuant to the Transfer of the equity interests of S&N Blocker or such Permitted Transferee.

Drag-Along Sale. (a) Subject In the event that the sale process set forth in Section 8.3 hereof does not result in a Company Sale, then at any time within sixty (60) days of the end of such process, if either Initial Member (or any transferee of an Initial Member's entire fifty percent (50%) Percentage Interest in the Company) (any such Person, the "Transferring Member") has received a bona-fide offer consisting of Permitted Consideration from a third party (which is not an Affiliate of the Transferring Member) regarding the Transfer of all of the Membership Units owned by the Transferring Member to Sections 8.07such third party (the "Drag Transferee"), 9.01 then the Transferring Member may, at its option and without the approval of any of any of the other Members (the "Remaining Members"), require each of the Remaining Members to include in any such Transfer to a Drag Transferee all, but not less than all, of the Membership Units (and, if applicable, 8.08, if at any time after the second anniversary other securities of the date of Company) owned by each Remaining Member, as determined in accordance with this AgreementSection 8.4. In such event, (i) the Essex Members and their Permitted Transferees Transferring Member shall send written notice (the “Initiating Members”"Drag-Along Notice") propose of the exercise of its rights pursuant to Transfer this Section 8.4 to each Remaining Member, setting forth the sales price consideration per Membership Unit to be paid by the Drag Transferee and the other material terms and conditions of such transaction (in one transaction or in a series of transactions, including, for the avoidance of doubtsuch transaction, a Member Entity Transfer) all of their Units (the “Essex Units”) to a third party that is not a Permitted Transferee of any of such Essex Members (such Transfer, a “"Drag-Along Sale” and such Transferee, the “"). The Drag-Along Transferee”) and (ii) Notice shall state that the Percentage Interest of the Essex Remaining Members and their Permitted Transferees at such time is, in the aggregate, greater than or equal shall be required to 51%, then the Initiating Members may elect, subject to the provisions of this Section 8.06, to require each other Member (the “Other Members”) to Transfer participate in the Drag-Along Sale all of the Units then held by such Other Members for the consideration and on according to the terms and conditions described of this Section 8.4. Within sixty (60) days following the receipt of the Drag-Along Notice, the Remaining Members shall deliver to a representative of the Transferring Member designated in the Drag-Along Sale Notice, and each Other Member will Notice all documents required to be deemed to have consented to (and agrees to waive any dissenter’s rights, appraisal rights or similar rights executed in connection with) such Drag-Along Sale and agrees to take all necessary action to transfer such Other Member’s Units on the terms and conditions specified in with the Drag-Along Sale Notice; providedand, however, that, notwithstanding anything to upon consummation of the contrary contained herein, at Transfer of Membership Units by the election of S&N Blocker (after S&N Blocker becomes a Member) or any Permitted Transferee thereof, any Transferring Member and the Drag-Along Sale Sale, shall cause the transfer all of such Remaining Member's Membership Units to be recorded in the books of the Company in the name of the Drag Transferee. In the event that any Remaining Holder should fail to deliver any such documents or cause the Company to record the transfer of the Remaining Member's Membership Units, then the Transferring Member shall be structured authorized to permit any Transfer unilaterally cause the books and records of the Company to show that such Membership Units are bound by S&N Blocker or such Permitted Transferee pursuant to such Drag-Along Sale to the provisions of this Section 8.4 and may be effected indirectly pursuant Transferred only to the Transfer of the equity interests of S&N Blocker or such Permitted Drag Transferee.