Common use of Drag Along Sales Clause in Contracts

Drag Along Sales. (a) If the Initial Stockholders elect to Transfer at least seventy-five percent (75%) of their shares of Common Stock in a bona-fide arm's-length transaction to any third party which is not an Affiliate of Barneys or any Stockholder (the "Purchaser") other than pursuant to Section 1(b) hereof, then, at the election of both of the Initial Stockholders, Questrom shall be required to sell (a "Drag Along Sale") that number of shares of Common Stock equal to the product of (x) a fraction, the numerator of which equals the number of shares of Common Stock to be Transferred by the Initial Stockholders pursuant to this Section 3(a), and the denominator of which equals the total number of shares owned by the Initial Stockholders at the time of such election, and (y) the number of shares of Common Stock then held by Questrom ("Drag Along Shares"), for the same consideration, and on the same terms and conditions, upon which the Initial Stockholders propose to dispose of their shares of Common Stock; provided, however, that Questrom shall have no obligation pursuant to this Section 3 unless (x) upon the consummation of the Drag Along Sale, Questrom shall receive the same forms and amounts of consideration per share as the Initial Stockholders and their Affiliates, or if any Initial Stockholder or any of their Affiliates are given an option as to the form and amount of consideration to be received per share, Questrom shall be given the same option and (y) no Initial Stockholder or any of their Affiliates shall receive any other form of disproportionate benefit in connection with such Drag Along Sale. If either Initial Stockholder is considering a possible Transfer pursuant to which Questrom would have a Drag Along Sale obligation under this Section 3, such Initial Stockholder agrees that, as soon as reasonably possible after its receipt of an offer or proposal (other than ordinary broker inquiries), relating to such potential Transfer, it will forward information relating thereto to Questrom. The Initial Stockholders further agree to discuss with and, to the extent in writing, provide copies of their assessments and evaluations of such potential Transfer to Questrom. Questrom agrees that he will not effectuate any sale of his shares of Common Stock to such potential purchaser other than in accordance with the provisions of this Section 3, unless the Initial Stockholders elect not to proceed with such Transfer. (b) The Initial Stockholders shall deliver to Questrom written notice (the "Drag Along Notice") of any sale to be made pursuant to Section 3(a), which notice shall set forth the consideration to be paid by the Purchaser for each share of Common Stock, the number of shares of Common Stock to be Transferred by each Initial Stockholder, and the other terms and conditions, if any, of such transaction. Within five (5) Business Days after the date of such notice, Questrom shall promptly deliver to the Initial Stockholders a limited power-of-attorney authorizing the Initial Stockholders to dispose of such Drag Along Shares to the Purchaser and to execute all other documents required to be executed in connection with such transaction. Pending consummation of the Drag Along Sale, the Initial Stockholders shall promptly notify Questrom of any changes in the proposed timing for the Drag Along Sale and any other material developments in connection therewith. (c) If, within thirty (30) days after receipt of the Drag Along Notice by Questrom, no sale of the shares of Common Stock owned by the Initial Stockholders in accordance with the provisions of this Section 3 shall have been completed, (i) the Initial Stockholders shall promptly return to Questrom any certificates or documents previously delivered by Questrom to the Initial Stockholders, and (ii) all of the provisions of this Section 3 shall again be in full force and effect. (d) Simultaneously with the consummation of the sale of shares of Common Stock pursuant to this Section 3, the Initial Stockholders shall cause the Purchaser to remit directly to Questrom the consideration with respect to the Drag Along Shares and shall furnish such other evidence of the completion and time of completion of such sale and the terms and conditions, if any, thereof as may reasonably be requested by Questrom. The Initial Stockholders shall be primarily liable to Questrom for the full amount of such consideration to the extent that such consideration is received by the Initial Stockholders.

Drag Along Sales. (a) If Subject to the Initial Stockholders elect to Transfer at least seventy-five percent (75%) of their shares of Common Stock in a bona-fide arm's-length transaction to any third party which is not an Affiliate of Barneys or any Stockholder (the "Purchaser") other than Sale Offer pursuant to Section 1(b) hereof11.2(c), then, at the election if BEI or any of both of the Initial Stockholders, Questrom shall be required its Affiliates undertakes to sell (a the "Drag Along Sale") that number in a single transaction or a series of shares transactions more than twenty-five percent (25%) of Common Stock equal to the product of issued and outstanding Units (x) a fraction, the numerator of which equals the number of shares of Common Stock to be Transferred by the Initial Stockholders pursuant to this Section 3(a), and the denominator of which equals the total number of shares owned by the Initial Stockholders at the time of such election, and (y) the number of shares of Common Stock then held by Questrom ("Drag Along SharesUnitholder Units")) then owned by BEI or its Affiliates (collectively, for the same consideration, and on the same terms and conditions, upon which the Initial Stockholders propose "Drag Along Unitholder") to dispose of their shares of Common Stock; provided, however, a Person that Questrom shall have no obligation pursuant to this Section 3 unless (x) upon the consummation is not an Affiliate of the Drag Along SaleUnitholder, Questrom shall receive then the same forms and amounts of consideration per share as the Initial Stockholders and their Affiliates, or if any Initial Stockholder or any of their Affiliates are given an option as to the form and amount of consideration to be received per share, Questrom shall be given the same option and (y) no Initial Stockholder or any of their Affiliates shall receive any other form of disproportionate benefit in connection with such Drag Along Sale. If either Initial Stockholder is considering a possible Transfer pursuant Unitholder shall have the right, but not the obligation, to which Questrom would have a require the other Unitholder (the "Drag Along Offeree") to participate in the Drag Along Sale obligation under this Section 3, such Initial Stockholder agrees that, as soon as reasonably possible after its receipt of an offer or proposal by sending notice (other than ordinary broker inquiries), relating to such potential Transfer, it will forward information relating thereto to Questrom. The Initial Stockholders further agree to discuss with and, a copy to the extent Company) to the Drag Along Offeree in writing, provide copies of their assessments and evaluations of such potential Transfer to Questrom. Questrom agrees that he will not effectuate any sale of his shares of Common Stock to such potential purchaser other than in accordance with the provisions of this Section 3, unless the Initial Stockholders elect not to proceed with such Transfer. (b) The Initial Stockholders shall deliver to Questrom written notice writing (the "Drag Along Notice") of any sale the Drag Along Sale. (b) The Drag Along Notice shall state: (i) that the Drag Along Unitholder has elected to be made pursuant to exercise its rights under this Section 3(a), which notice shall set forth 11.3; (ii) the consideration per Unit amount to be paid by for the Purchaser for each share Drag Along Unitholder Units pursuant to the Drag Along Sale; (iii) the percentage of Common Stock, the number of shares of Common Stock Drag Along Unitholder's Membership Interest proposed to be Transferred by each Initial Stockholder, sold and the other material terms and conditions of the Drag Along Sale; (iv) the name and address of the proposed purchaser (the "Drag Along Purchaser") of the Drag Along Unitholder Units. The Drag Along Notice shall (y) require the Drag Along Offeree to sell the same percentage of its Units as the Drag Along Unitholder is selling, on and subject to the same price, terms and conditions offered to the Drag Along Unitholder and (z) provide a true and complete copy of the agreement between the Drag Along Unitholder and the purchasing of the Drag Along Units and any other documents relating to the Drag Along Sale (the "Drag Along Documentation"). The Drag Along Notice shall further state the anticipated date, time and place for the closing of the Drag Along Sale (the "Drag Along Closing"). (c) Upon receipt of the Drag Along Notice, the Drag Along Offeree shall have the obligation to sell all of its Units (the "Drag Along Units") pursuant to the Drag Along Sale, provided that the Drag Along Unitholder Units and Drag Along Units are sold to the Drag Along Purchaser on and subject to the same price (subject to satisfaction of the payment of the preferred distribution rights of the Unitholders in accordance with the distribution priorities set forth in Section 10.2(b)), terms and conditions, if anyprovided, further, however, that the Drag Along Offeree shall (i) make such representations or warranties or agree to any covenants or indemnification provisions, and enter into such definitive agreements as are customary for transactions of the nature of such transaction. Within five (5) Business Days after sale, provided that the date of such notice, Questrom shall promptly deliver to the Initial Stockholders a limited power-of-attorney authorizing the Initial Stockholders to dispose of such Drag Along Shares to the Purchaser and to execute all other documents Unitholder shall be required to be executed make or provide, as the case may be, substantially the same representations, warranties and covenants (and indemnification) in connection with such transaction. Pending consummation , except in the event that ST is no longer the Chief Executive Officer or a senior executive officer of the Company, the Drag Along Sale, Offeree shall only be required to make such representations or warranties that specifically relate to the Initial Stockholders shall promptly notify Questrom Drag Along Offeree (ii) benefit from and be subject to all of the same provisions of the definitive agreements as are applicable to BEI and (iii) be required to bear its proportionate share of any changes escrows, holdbacks or adjustments in respect of the proposed timing for purchase price or indemnification obligations. Each Drag Along Offeree shall have the further obligation, if the Drag Along Sale shall be structured as a transaction requiring the consent or approval of the Company's Members, to vote his, her or its Units in favor thereof, and otherwise consent to and raise no objection to such transaction, and waive any other material developments dissenters' rights, appraisal rights or similar rights that such Drag Along Offeree may have in connection therewith. (cd) IfNotwithstanding anything contained in this Section 11.3, in the event that all or a portion of the purchase price for the Units being purchased consists of securities, and the sale of such securities to any Drag Along Offeree would, by virtue of the fact that such Drag Along Offeree is not an "accredited investor" (within the meaning of Rule 501(a) under the Securities Act), require either a registration under the Securities Act or the preparation of a disclosure document pursuant to Regulation D under the Securities Act (or any successor regulation) or a similar provision of any state securities law, then, at the option of the Drag Along Unitholder, any one or more of such Drag Along Offeree may receive, in lieu of such securities, the fair market value of such securities in cash, as determined by valuation of an independent appraiser unless the Company's independent auditor is permitted by applicable Law and independence requirements, and willing to make such determination. (e) The Drag Along Offeree, within thirty ten (3010) days after receipt of the Drag Along Notice by Questrom(the "Drag Along Delivery Period"), no sale of shall deliver to the shares of Common Stock owned by the Initial Stockholders in accordance with the provisions of this Section 3 shall have been completed, Drag Along Member (i) certificate(s) representing such Drag Along Offeree's Drag Along Units to be sold in the Initial Stockholders shall promptly return to Questrom any certificates or documents previously delivered by Questrom to the Initial StockholdersDrag Along Sale, duly endorsed for transfer, and (ii) all a duly executed power of attorney, and a letter of transmittal and custody agreement in favor of, and in form and substance reasonably satisfactory to, the provisions Drag Along Unitholder appointing the Drag Along Unitholder as the true and lawful attorney-in-fact and custodian for such Drag Along Offeree, with full power of this Section 3 shall again substitution, and authorizing the Drag Along Unitholder to (A) execute and deliver such ministerial documents and instruments as may be in full force reasonably requested by the Drag Along Purchaser to effect the sale and effect. (dB) Simultaneously with take such other actions as the consummation of Drag Along Unitholder may deem reasonably necessary or appropriate to effect the sale of shares of Common Stock pursuant to this Section 3, the Initial Stockholders shall cause the Purchaser to remit directly to Questrom the consideration with respect such Drag Along Units to the Drag Along Shares and shall furnish such other evidence Purchaser, upon receipt of the completion purchase price therefor set forth in the Drag Along Notice at the Drag Along Closing, free and time clear of completion of such sale and the terms and conditionsall Encumbrances, if any, thereof as may reasonably be requested other than those imposed by QuestromLaw. The Initial Stockholders Drag Along Unitholder shall be primarily liable to Questrom for the full amount of such consideration to the extent that such consideration is received hold each Drag Along Offeree's certificate(s) representing Drag Along Units and other documents covered by the Initial Stockholdersimmediately preceding sentence in trust for such Drag Along Offeree pending completion or abandonment of the Drag Along Sale. The Drag Along Unitholder shall promptly notify the Drag Along Offerees of the definitive date, time and place of the Drag Along Closing upon confirmation thereof, so that the Drag Along Offerees may attend the Drag Along Closing.

Drag Along Sales. (a) If the Initial Stockholders elect to Transfer at least seventy-five percent (75%) of their shares of Common Stock in a bona-fide arm's-length transaction to any third party which is not an Affiliate of Barneys or any Stockholder (the "Purchaser") other than pursuant to Section 1(b) hereof, then, at the election of both of the Initial Stockholders, Questrom Socol shall be required to sell (a "Drag Along Sale") that number of shares of Common Stock equal to the product of (x) a fraction, the numerator of which equals the number of shares of Common Stock to be Transferred by the Initial Stockholders pursuant to this Section 3(a), and the denominator of which equals the total number of shares owned by the Initial Stockholders at the time of such election, and (y) the number of shares of Common Stock then held by Questrom Socol ("Drag Along Shares"), for the same consideration, and on the same terms and conditions, upon which the Initial Stockholders propose to dispose of their shares of Common Stock; provided, however, that Questrom Socol shall have no obligation pursuant to this Section 3 unless (x) upon the consummation of the Drag Along Sale, Questrom Socol shall receive the same forms and amounts of consideration per share as the Initial Stockholders and their Affiliates, or if any Initial Stockholder or any of their Affiliates are given an option as to the form and amount of consideration to be received per share, Questrom Socol shall be given the same option and (y) no Initial Stockholder or any of their Affiliates shall receive any other form of disproportionate benefit in connection with such Drag Along Sale. If either Initial Stockholder is considering a possible Transfer pursuant to which Questrom Socol would have a Drag Along Sale obligation under this Section 3, such Initial Stockholder agrees that, as soon as reasonably possible after its receipt of an offer or proposal (other than ordinary broker inquiries), relating to such potential Transfer, it will forward information relating thereto to QuestromSocol. The Initial Stockholders further agree to discuss with and, to the extent in writing, provide copies of their assessments and evaluations of such potential Transfer to QuestromSocol. Questrom Socol agrees that he will not effectuate any sale of his shares of Common Stock Commxx Xxock to such potential purchaser other than in accordance with the provisions of this Section 3, unless the Initial Stockholders elect not to proceed with such Transfer. (b) The Initial Stockholders shall deliver to Questrom Socol written notice (the "Drag Along Notice") of any sale to be made pursuant to Section 3(a), which notice shall set forth the consideration to be paid by the Purchaser for each share of Common Stock, the number of shares of Common Stock to be Transferred by each Initial Stockholder, and the other terms and conditions, if any, of such transaction. Within five (5) Business Days after the date of such notice, Questrom Socol shall promptly deliver to the Initial Stockholders a limited power-of-attorney authorizing the Initial Stockholders to dispose of such Drag Along Shares to the Purchaser and to execute all other documents required to be executed in connection with such transaction. Pending consummation of the Drag Along Sale, the Initial Stockholders shall promptly notify Questrom Socol of any changes in the proposed timing for the Drag Along Sale and any other material developments in connection therewith. (c) If, within thirty (30) days after receipt of the Drag Along Notice by QuestromSocol, no sale of the shares of Common Stock owned by the Initial Stockholders in accordance with the provisions of this Section 3 shall have been completed, (i) the Initial Stockholders shall promptly return to Questrom Socol any certificates or documents previously delivered by Questrom Socol to the Initial Stockholders, and (ii) all of the provisions of this Section 3 shall again be in full force and effect. (d) Simultaneously with the consummation of the sale of shares of Common Stock pursuant to this Section 3, the Initial Stockholders shall cause the Purchaser to remit directly to Questrom Socol the consideration with respect to the Drag Along Shares and shall furnish such other evidence of the completion and time of completion of such sale and the terms and conditions, if any, thereof as may reasonably be requested by QuestromSocol. The Initial Stockholders shall be primarily liable to Questrom Socol for the full amount of such consideration to the extent that such consideration is received by the Initial Stockholders.