Common use of Drag-Along Transaction Clause in Contracts

Drag-Along Transaction. If a majority of the Managers serving on the Board have approved a transaction that would result in the sale of all of the Units and Interests in the LLC (whether by merger or otherwise) to a third party (a “Drag-Along Transaction”), then, upon fifteen (15) days written notice to the Members (the “Drag-Along Notice”), which notice shall include substantially all of the material details of the proposed transaction, including the proposed time and place of closing and the estimated consideration to be received by the Members in such transaction, each Member shall raise no objection to such Drag-Along Transaction and be obligated to, and shall sell, transfer and deliver, or cause to be sold, transferred and delivered, to such third party, all of its Units and Interest in the same transaction at the closing thereof. Each Member shall only be required to make representations and warranties regarding the valid and authorized sale of its Units and Interest and that such Member has good and marketable title to such Units and Interest, free and clear of all liens, claims and other encumbrances. The proceeds from such Drag-Along Transaction shall be distributed to the Members in proportion to their relative entitlement to distributions pursuant to Section 8.3. Each Member and Manager shall take all reasonably necessary and customary actions in connection with the consummation of the Drag-Along Transaction, including, without limitation, the execution of such agreements, consents and instruments and the performance of such other actions as are reasonably necessary to effectuate the allocation and distribution of the aggregate consideration upon the Drag-Along Transaction as set forth herein. If the Members have any indemnification obligations in connection with a Drag-Along Transaction, (i) the terms and conditions of each such Member’s indemnification obligation shall be in proportion to the consideration received by such Member in respect of such Member’s Units and Interest in connection with the Drag-Along Transaction based upon their relative entitlement to such consideration taking into consideration the distribution tiers in Section 8.3 such that the indemnification obligations shall be in inverse order that distributions are to be made pursuant to Section 8.3 and (ii) in no event shall any Member be required to provide indemnification in excess of the gross proceeds received by such Member in such Drag Along Transaction.

Drag-Along Transaction. If a majority all of the Managers serving on the Board have approved a transaction that would result in the sale of all of the Units and Interests in the LLC (whether by merger or otherwise) to a third party (a “Drag-Along Transaction”), then, upon fifteen (15) days written notice to the Members (the “Drag-Along Notice”), which notice shall include substantially all of the material details of the proposed transaction, including the proposed time and place of closing and the estimated consideration to be received by the Members in such transaction, each Member shall raise no objection to such Drag-Along Transaction and be obligated to, and shall sell, transfer and deliver, or cause to be sold, transferred and delivered, to such third party, all of its Units and Interest in the same transaction at the closing thereof. Each Member shall only be required to make representations and warranties regarding the valid and authorized sale of its Units and Interest and that such Member has good and marketable title to such Units and Interest, free and clear of all liens, claims and other encumbrances. The proceeds from such Drag-Along Transaction shall be distributed to the Members in proportion to their relative entitlement to distributions pursuant to Section 8.3. Each Member and Manager shall take all reasonably necessary and customary actions in connection with the consummation of the Drag-Along Transaction, including, without limitation, the execution of such agreements, consents and instruments and the performance of such other actions as are reasonably necessary to effectuate the allocation and distribution of the aggregate consideration upon the Drag-Along Transaction as set forth herein. If the Members have any indemnification obligations in connection with a Drag-Along Transaction, (i) the terms and conditions of each such Member’s indemnification obligation shall be in proportion to the consideration received by such Member in respect of such Member’s Units and Interest in connection with the Drag-Along Transaction based upon their relative entitlement to such consideration taking into consideration the distribution tiers in Section 8.3 such that the indemnification obligations shall be in inverse order that distributions are to be made pursuant to Section 8.3 and (ii) in no event shall any Member be required to provide indemnification in excess of the gross proceeds received by such Member in such Drag Along Transaction.

Drag-Along Transaction. If a majority of the Managers serving on the Board have approved a transaction that would result in the sale of all fifty percent (50%) or more of the Units and Interests in outstanding voting power of the LLC Company (whether by merger or otherwise) to a third party (a “Drag-Along Transaction”)) is approved by the Board, then, upon fifteen ten (1510) days written notice to the Members (the “Drag-Along Notice”)holders of all Common Stock, which notice shall include substantially all of the material details of the proposed transaction, including the proposed time and place of closing and the estimated consideration to be received by the Members holders in such transaction, each Member no holder shall raise no any objection to such Drag-Along Transaction and each holder 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 Units and Interest shares of Common Stock, in the same transaction at the closing thereof. Each Member holder shall only be required to make only representations and warranties on a several and not joint basis regarding the valid and authorized sale of its Units and Interest shares of Common Stock and that such Member holder has good and marketable title to such Units and Interestshares of Common Stock, free and clear of all liens, claims and other encumbrancesencumbrances (other than restrictions imposed pursuant to applicable securities laws and this Agreement that do not relate to any breach or default by the transferor of such Common Stock hereunder). The proceeds (net of transaction costs) from such Drag-Along Transaction Transaction, including any subsequent distribution of all or any portion of any indemnification or other escrow, shall be distributed to the Members Investors pro rata, and the type of consideration and payment terms applicable to the Common Stock will be identical in proportion all material respects with respect to their relative entitlement to distributions pursuant to Section 8.3all the shares in such class or series. Each Member and Manager Investor shall take all other reasonably necessary and customary actions in connection with the consummation of the Drag-Along Transaction, including, without limitation, the execution of such agreements, consents and instruments and the performance of such other actions as are reasonably necessary to effectuate the allocation and distribution of the aggregate consideration upon the Drag-Along Transaction as set forth herein. If the Members Investors have any indemnification obligations in connection with a Drag-Along Transaction, (i) the terms and conditions of each such MemberInvestor’s indemnification obligation shall be in proportion to the consideration received by such Member in their relative entitlement to proceeds with respect of such MemberInvestor’s Units and Interest shares of Common Stock in connection with the Drag-Along Transaction based upon their relative entitlement to such consideration taking into consideration the distribution tiers in Section 8.3 Transaction, such that the indemnification obligations (and the funding of any escrow) shall be in inverse order that distributions are to be made pursuant to Section 8.3 made, and (ii) in no event shall any Member Investor be liable for the indemnification obligation of any other Investor or be required to provide indemnification in excess of the gross proceeds actually received by such Member Investor in such Drag the Drag-Along Transaction. No Investor shall be required to enter into any covenants that are not required to be made by all the other holders of shares of Common Stock in connection with a Drag-Along Transaction.

Drag-Along Transaction. If No transaction that would constitute or result in a majority Change of Control shall be effected without the approval of the Managers serving on the Board have approved Board. If such approval has been obtained for a transaction that would constitute or result in the sale a Change of all of the Units and Interests in the LLC (whether by merger or otherwise) to a third party Control (a “Drag-Along Transaction”), then, upon fifteen (15) days written notice the LLC shall deliver to the Members (the “Drag-Along Notice”)each Member a notice, which notice shall include substantially all a summary of the material details principal terms of the proposed transaction, including the proposed time and place of closing and the estimated consideration to be received by the Members in such transaction, and each Member shall raise no objection to such Drag-Along Transaction and shall be obligated to, and shall sell, transfer and deliver, or cause to be sold, transferred and delivered, to such third partyparty on such terms (taking into account the different rights, preferences, privileges and obligations of the Units), all or such portion of its Units and Interest as is specified in the notice in the same transaction at the closing thereof. Each Member shall only be required to make representations thereof (and warranties regarding the valid and authorized sale of its Units and will deliver such Interest and that such Member has good and marketable title to such Units and Interest, free and clear of all liens, claims and or other encumbrances). In any Drag-Along Transaction involving the transfer of less than all Units, each Holder shall have both the right and the obligation to participate and shall have both the right and the obligation to transfer their Units pro rata based upon their relative Percentage Interest. The proceeds from such Drag-Along Transaction shall be distributed to the participating Members in proportion to their relative entitlement to distributions pursuant to the distribution preference set forth in Section 8.33.2, and all Holders of the same Class of Units sold in such Drag-Along Transaction shall receive the same form of consideration. Each Member and Manager shall take all reasonably necessary and customary actions in connection with the consummation of the Drag-Along Transaction, includingincluding the entering into agreements providing for customary representations, without limitationcovenants, indemnities and the execution of such other agreements, consents consents, and instruments and the performance of such other actions actions, in each case as are reasonably necessary requested by the Board. Each Member hereby grants any Class B Holder, or their designee, with full power of substitution and resubstitution, individually and jointly, an irrevocable proxy coupled with an interest to effectuate vote such Member’s Units in accordance with and pursuant to this Section 6.5 and a limited power of attorney authorizing the allocation and distribution Class B Holders to sell or otherwise dispose of such Units pursuant to the aggregate consideration upon the term of such Drag-Along Transaction as set forth herein. If the and to execute on behalf of such Members have any indemnification obligations in connection with a purchase agreement or other documentation required to consummate such Drag-Along Transaction, (i) which proxy and limited power of attorney shall remain in full force and effect as long as the terms and conditions provisions of each such Member’s indemnification obligation shall be this Section 6.5 remain in proportion to the consideration received by such Member in respect of such Member’s Units and Interest in connection with the Drag-Along Transaction based upon their relative entitlement to such consideration taking into consideration the distribution tiers in Section 8.3 such that the indemnification obligations shall be in inverse order that distributions are to be made pursuant to Section 8.3 and (ii) in no event shall any Member be required to provide indemnification in excess of the gross proceeds received by such Member in such Drag Along Transactioneffect.

Drag-Along Transaction. If Upon the Company’s receipt of a majority notice from the Approving Unitholders stating that they are exercising their right to effect a Drag-Along Transaction, the Company shall send a written notice to Optionee within 15 days of the Managers serving on the Board have approved a transaction proposed Drag-Along Transaction indicating that would result it has received such notice and referencing Optionee’s obligations set forth in the sale of all of the Units and Interests in the LLC (whether by merger or otherwise) to a third party this Section 15 (a “Drag-Along TransactionTransaction Notice”). To the extent it is applicable and not prohibited by any confidentiality obligations, then, upon fifteen (15the Drag-Along Transaction Notice shall set forth the name and address of the person(s) days written notice or entity(ies) proposing to the Members enter into a Drag-Along Transaction (the “Offeror”) and summarize the basic terms of the proposed Drag-Along Notice”), Transaction (which notice shall include substantially Drag-Along Transaction must provide that (i) all unitholders of the material details Company receive the same type of consideration per unit or other membership interest of the proposed transactionCompany (except for differences resulting from the classes of outstanding units or other membership interests of the Company to the extent such consideration is paid in securities) and (ii) Optionee shall not, including without his or her consent, be required to join in any indemnification obligations in excess of the proposed time and place of closing and net proceeds from the estimated consideration Drag-Along Transaction to be received by Optionee (other than indemnification relating to Optionee’s Issued Units, authority of Optionee, enforceability of Optionee’s obligations and fraud). Optionee hereby waives, to the Members in extent permitted by applicable law, all applicable appraisal rights and rights to object to or dissent from such transactionDrag-Along Transaction, each Member shall and agrees that he or she will raise no objection objections to such Drag-Along Transaction and be obligated to, and shall sell, transfer and deliver, or cause to be sold, transferred and delivered, to such third party, all of its Units and Interest in the same transaction at the closing thereof. Each Member shall only be required to make representations and warranties regarding the valid and authorized sale of its Units and Interest and that such Member has good and marketable title to such Units and Interest, free and clear of all liens, claims and other encumbrances. The proceeds from such Drag-Along Transaction shall be distributed to the Members in proportion to their relative entitlement to distributions pursuant to Section 8.3. Each Member and Manager shall take all reasonably necessary and customary actions in connection with the consummation of the Drag-Along Transaction, including, without limitation, the execution of such agreements, consents and instruments and the performance of such other actions as are reasonably necessary to effectuate the allocation and distribution of the aggregate consideration upon the Drag-Along Transaction as set forth herein. If the Members have any indemnification obligations in connection with a Drag-Along Transaction, (i) the terms and conditions of each such Member’s indemnification obligation shall be in proportion to the consideration received by such Member in respect of such Member’s Units and Interest in connection with the Drag-Along Transaction based upon their relative entitlement to such consideration taking into consideration the distribution tiers in Section 8.3 such that the indemnification obligations shall be in inverse order that distributions are to be made pursuant to Section 8.3 and (ii) in no event shall any Member be required to provide indemnification in excess of the gross proceeds received by such Member in such Drag Along Transaction.