Common use of Drag-Along Sale Clause in Contracts

Drag-Along Sale. Subject to Section 6.3, if either Thayxx xx GVI (the "DRAGGING PARTY") in its sole discretion determines to accept an offer from a third party that is not an Affiliate of such Dragging Party to purchase all of the shares of Common Stock then held by the Dragging Party, then the other party (the "DRAGGED PARTY") shall be required to sell all the shares of Common Stock either held or receivable upon conversion of any Convertible Notes held by such party pursuant to such offer (the "DRAG ALONG SALE"). Prior to commencing any Drag Along Sale, the Dragging Party shall convert all Convertible Notes held by such Dragging Party to shares of Common Stock. If a Drag Along Sale is structured as a: (i) merger or consolidation, each Dragged Party shall waive any dissenters' rights, appraisal rights or similar rights in connection with such merger or consolidation; or (ii) sale of stock, then each Dragged Party shall agree to sell all of its shares of Common Stock and to either (a) convert all Convertible Notes and sell all shares of Common Stock received upon such conversion, on the terms and conditions approved by the Dragging Party or (b) elect to receive on the Drag Along Sale Date from the purchaser in the Drag Along Sale the aggregate principal and accrued interest on all outstanding Convertible Notes held by such Dragged Party (a "FORCED REDEMPTION") as of such date. Each Dragged Party in such Drag Along Sale: (i) shall be subject to the same terms and conditions of sale; and (ii) shall execute such documents and take such actions as may be reasonably required by the Dragging Party.

Drag-Along Sale. Subject to Section 6.3, if either Thayxx xx GVI (the "DRAGGING PARTYParty") in its sole discretion determines to accept an offer from a third party that is not an Affiliate of such Dragging Party to purchase all of the shares of Common Stock then held by the Dragging Party, then the other party (the "DRAGGED PARTY") shall be required to sell all the shares of Common Stock either held or receivable upon conversion of any Convertible Notes held by such party pursuant to such offer (the "DRAG ALONG SALE"). Prior to commencing any Drag Along Sale, the Dragging Party shall convert all Convertible Notes held by such Dragging Party to shares of Common Stock. If a Drag Along Sale is structured as a: (i) merger or consolidation, each Dragged Party shall waive any dissenters' rights, appraisal rights or similar rights in connection with such merger or consolidation; or (ii) sale of stock, then each Dragged Party shall agree to sell all of its shares of Common Stock and to either (a) convert all Convertible Notes and sell all shares of Common Stock received upon such conversion, on the terms and conditions approved by the Dragging Party or (b) elect to receive on the Drag Along Sale Date from the purchaser in the Drag Along Sale the aggregate principal and accrued interest on all outstanding Convertible Notes held by such Dragged Party (a "FORCED REDEMPTION") as of such date. Each Dragged Party in such Drag Along Sale: (i) shall be subject to the same terms and conditions of sale; and (ii) shall execute such documents and take such actions as may be reasonably required by the Dragging Party.

Drag-Along Sale. Subject In the event that (i) Purchaser receives a Notice of Proposed Sale from Seller with regard to Section 6.3, if either Thayxx xx GVI (the "DRAGGING PARTY") in its sole discretion determines to accept an offer from a third party that is not an Affiliate Proposed Sale of such Dragging Party to purchase all of the shares of Company Common Stock then held by the Dragging PartySeller to a third party, then the other party (the "DRAGGED PARTY") shall be required to sell all the shares of Common Stock either held or receivable upon conversion of any Convertible Notes held by such party pursuant to such offer (the "DRAG ALONG SALE"). Prior to commencing any Drag Along Sale, the Dragging Party shall convert all Convertible Notes held by such Dragging Party to shares of Common Stock. If a Drag Along Sale is structured as a: (i) merger or consolidation, each Dragged Party shall waive any dissenters' rights, appraisal rights or similar rights in connection with such merger or consolidation; or (ii) sale Purchaser either (A) does not timely exercise its Right of stockFirst Negotiation hereunder with regard to such Proposed Sale or (B) does not participate in or is not the winning bidder in an Auction conducted in accordance with this Section 3 with regard to such Proposed Sale, then each Dragged Party shall agree and (iii) Purchaser receives from Seller a written notice (C) requesting that Purchaser concurrently sell all of its Company Common Stock to the same third party to whom Seller proposes to sell all of its shares of Company Common Stock pursuant to the Proposed Sale and to either (aD) convert all Convertible Notes and sell all shares of Common Stock received upon such conversion, on the terms and conditions approved by the Dragging Party or (b) elect to certifying that Purchaser would thereby receive on the Drag Along Sale Date from the purchaser cash consideration in the Drag Along Sale an amount greater than the aggregate principal and accrued interest on purchase price paid by Purchaser for all outstanding Convertible Notes held by such Dragged Party (a "FORCED REDEMPTION") as of such date. Each Dragged Party in such Drag Along Sale: its Company Common Stock, then Purchaser agrees (i) shall be subject to concurrently (but in any case only after December 31, 2009) sell all of its Company Common Stock to such third party upon the same terms and conditions as are applicable to the Proposed Sale by Seller of sale; and all of its Company Common Stock to such third party, (ii) shall to vote (in person, by proxy or by action by written consent, as applicable) its shares of Company Common Stock in favor of such Proposed Sale, (iii) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Proposed Sale and (iv) to execute such documents and deliver all customary related documentation in substantially the same form and content as the related documentation executed and delivered by Seller and take such actions other reasonable and customary action in support of the Proposed Sale as shall reasonably be requested by Seller or Company, as the case may be. For the avoidance of doubt, it is acknowledged and agreed that, if the cash consideration that would be reasonably required received by Purchaser from the Dragging Partythird party would not exceed the aggregate purchase price paid by Purchaser for its Company Common Stock, then Purchaser shall have no obligation, but may elect in its sole discretion, to concurrently sell all of its Company Common Stock to the third party upon the same terms and conditions as are applicable to the Proposed Sale by Seller of all of its Company Common Stock to such third party.