Common use of Drag-Along Transaction Clause in Contracts

Drag-Along Transaction. At any time after the second (2nd) anniversary of the Initial Closing (as defined in the Subscription Agreement) and prior to the consummation of a Qualified IPO, if a Deemed Liquidation Event or a transaction or a series of related transactions in which fifty percent (50%) or more of the Company’s voting power is transferred (the “Drag-Along Transaction”) is approved by (a) a majority of the members of the Board (including at least one Series Seed Director) and (b) the Requisite Preferred Holders, then each Shareholder hereby agrees with respect to all the Shares that he, she or it holds or otherwise exercises dispositive power over: (a) in the event such Drag-Along Transaction requires the approval of Shareholders, (i) if the matter is to be brought to a vote at a shareholders’ meeting of the Company, after receiving proper notice of any such shareholders’ meeting, to vote on the approval of a Drag-Along Transaction, to be present, in person or by proxy, as a holder of the Shares, at all such meetings and be counted for the purposes of determining the presence of a quorum at such meeting; and (ii) to vote (in person, by proxy or by action by written consent, as applicable) all Shares in favor of such Drag-Along Transaction and in opposition of any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Drag-Along Transaction; (b) in the event that the Drag-Along Transaction is to be effected by the sale of Shares held by another Shareholder (such transaction a “Stock Sale” and such Shareholder, the “Drag-along Selling Shareholder”) without the need for shareholder approval (including without limitation by way of a change in control of such Shareholder), to sell all Shares beneficially held by such Shareholder (or in the event that the Drag-along Selling Shareholder is selling fewer than all of its Shares held in the Company, Shares in the same proportion as the Drag-along Selling Shareholder is selling) to the person to whom the Drag-along Selling Shareholder proposes to sell its Shares, for the same per-share consideration (on an as-converted basis) and on the same terms and conditions as the Drag-along Selling Shareholder, except that the Shareholder will not be required to sell its Shares unless (i) the liability for indemnification, if any, of the Shareholder in such Drag-Along Transaction is several, not joint, and is pro rata in accordance with the Shareholder’s relative share ownership of the Company, and (ii) the consideration to be paid to the Shareholders in such Drag-Along Transaction will be allocated as if the consideration were the proceeds to be distributed to the Shareholders in a Deemed Liquidation Event under Section 8.2 of the Company’s Memorandum and Articles; (c) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable Law at any time with respect to such Drag-Along Transaction; (d) to execute and deliver all related documentation and take such other action in support of the Drag-Along Transaction as shall reasonably be requested by the Company; and (e) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any voting securities owned by such party or Affiliate in a voting trust or subject any such voting securities to any arrangement or agreement with respect to the voting of such securities, unless specifically requested to do so in writing by the acquirer in connection with a Drag-Along Transaction, provided that such deposit is permissible under applicable Laws; provided that each Shareholder will not be required to comply with the above in connection with any proposed Drag-Along Transaction unless: (i) any representations and warranties to be made by such Shareholder in connection with the proposed Drag-Along Transaction are limited to representations and warranties related to authority, ownership and the ability to convey title to such Shares, including, but not limited to, representations and warranties that (i) the Shareholder holds all right, title and interest in and to the Shares such Shareholder purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of the Shareholder in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by the Shareholder have been duly executed by the Shareholder and delivered to the acquirer and are enforceable (subject to customary limitations) against the Shareholder in accordance with their respective terms; and (iv) neither the execution and delivery of documents to be entered into by the Shareholder in connection with the transaction, nor the performance of the Shareholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement to which the Shareholder is a party, or any law or judgment, order or decree of any court or governmental agency that applies to the Shareholder; (ii) such Shareholder is not required to agree (unless such Shareholder is a Company officer or employee) to any restrictive covenant in connection with the proposed Drag-Along Transaction (including, without limitation, any covenant not to compete or covenant not to solicit customers, employees or suppliers of any party to the proposed Drag-Along Transaction) or any release of claims other than a release in customary form of claims arising solely in such Shareholder’s capacity as a Shareholder of the Company; (iii) the Shareholder is not liable for the breach of any representation, warranty or covenant made by any other Person in connection with the proposed Drag-Along Transaction, other than the Company; (iv) liability shall be limited to such Shareholder’s applicable share (determined based on the respective proceeds payable to each Shareholder in connection with such proposed Drag-Along Transaction in accordance with the provisions of the Memorandum and Articles) of a negotiated aggregate indemnification amount that applies equally to all Shareholders but that in no event exceeds the amount of consideration otherwise payable to such Shareholder in connection with such proposed Drag-Along Transaction, except with respect to claims related to fraud by such Shareholder, the liability for which need not be limited as to such Shareholder; and (v) upon the consummation of the proposed Drag-Along Transaction (i) each holder of each class or series of shares of the Company will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of shares, (ii) each holder of a series of Preferred Shares will receive the same amount of consideration per share of such series of Preferred Shares as is received by other holders in respect of their shares of such same series, (iii) each holder of Ordinary Shares will receive the same amount of consideration per share Ordinary Share as is received by other holders in respect of their Ordinary Shares, and (iv) unless waived pursuant to the terms of the Memorandum and Articles and as may be required by law, the aggregate consideration receivable by all holders of the Preferred Shares and Ordinary Shares shall be allocated among the holders of Preferred Shares and Ordinary Shares on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Shares and the holders of Ordinary Shares are entitled in a Deemed Liquidation Event (assuming for this purpose that the proposed Drag-Along Transaction is a Deemed Liquidation Event) in accordance with the Memorandum and Articles in effect immediately prior to the proposed Drag-Along Transaction.

Drag-Along Transaction. At any time after the second (2nd) anniversary If a majority of the Initial Closing (as defined Managers serving on the Board have approved a transaction that would result in the Subscription Agreementsale of all of the Units and Interests in the LLC (whether by merger or otherwise) and prior to a third party (a “Drag-Along Transaction”), then, upon fifteen (15) days written notice to the consummation of a Qualified IPO, if a Deemed Liquidation Event or a transaction or a series of related transactions in which fifty percent (50%) or more of the Company’s voting power is transferred Members (the “Drag-Along TransactionNotice”) is approved by (a) a majority ), which notice shall include substantially all of the members material details of the Board (proposed transaction, including at least one Series Seed Director) the proposed time and (b) place of closing and the Requisite Preferred Holders, then each Shareholder hereby agrees with respect to all the Shares that he, she or it holds or otherwise exercises dispositive power over: (a) in the event such Drag-Along Transaction requires the approval of Shareholders, (i) if the matter is estimated consideration to be brought received by the Members in such transaction, each Member shall raise no objection to a vote at a shareholders’ meeting of the Company, after receiving proper notice of any such shareholders’ meeting, to vote on the approval of a Drag-Along Transaction, to be present, in person or by proxy, as a holder of the Shares, at all such meetings and be counted for the purposes of determining the presence of a quorum at such meeting; and (ii) to vote (in person, by proxy or by action by written consent, as applicable) all Shares in favor of such Drag-Along Transaction and in opposition of any be obligated to, and all other proposals that could reasonably be expected to delay shall sell, transfer and deliver, or impair the ability of the Company to consummate such Drag-Along Transaction; (b) in the event that the Drag-Along Transaction is cause to be effected by the sale of Shares held by another Shareholder (such transaction a “Stock Sale” sold, transferred and such Shareholder, the “Drag-along Selling Shareholder”) without the need for shareholder approval (including without limitation by way of a change in control of such Shareholder)delivered, to sell all Shares beneficially held by such Shareholder (or in the event that the Drag-along Selling Shareholder is selling fewer than third party, all of its Shares held in the Company, Shares Units and Interest in the same proportion as transaction at the Drag-along Selling Shareholder is selling) to the person to whom the Drag-along Selling Shareholder proposes to sell its Shares, for the same per-share consideration (on an as-converted basis) and on the same terms and conditions as the Drag-along Selling Shareholder, except that the Shareholder will not closing thereof. Each Member shall only be required to sell make representations and warranties regarding the valid and authorized sale of its Shares unless (i) the liability for indemnificationUnits and Interest and that such Member has good and marketable title to such Units and Interest, if anyfree and clear of all liens, of the Shareholder in claims and other encumbrances. The proceeds from such Drag-Along Transaction is several, not joint, and is pro rata in accordance with the Shareholder’s relative share ownership of the Company, and (ii) the consideration to be paid to the Shareholders in such Drag-Along Transaction will be allocated as if the consideration were the proceeds to shall be distributed to the Shareholders Members in a Deemed Liquidation Event under proportion to their relative entitlement to distributions pursuant to Section 8.2 8.3. Each Member and Manager shall take all reasonably necessary and customary actions in connection with the consummation of the Company’s Memorandum and Articles; (c) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable Law at any time with respect to such Drag-Along Transaction; (d) to execute , including, without limitation, the execution of such agreements, consents and deliver all related documentation instruments and take the performance of such other action in support actions as are reasonably necessary to effectuate the allocation and distribution of the aggregate consideration upon the Drag-Along Transaction as shall reasonably be requested by set forth herein. If the Company; and (e) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, Members have any voting securities owned by such party or Affiliate in a voting trust or subject any such voting securities to any arrangement or agreement with respect to the voting of such securities, unless specifically requested to do so in writing by the acquirer indemnification obligations in connection with a Drag-Along Transaction, provided that (i) the terms and conditions of each such deposit is permissible under applicable Laws; provided that each Shareholder will not Member’s indemnification obligation shall be required in proportion to comply with the above consideration received by such Member in respect of such Member’s Units and Interest in connection with any proposed the Drag-Along Transaction unless: (i) any representations and warranties 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 by such Shareholder in connection with the proposed Drag-Along Transaction are limited pursuant to representations Section 8.3 and warranties related to authority, ownership and the ability to convey title to such Shares, including, but not limited to, representations and warranties that (i) the Shareholder holds all right, title and interest in and to the Shares such Shareholder purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of the Shareholder in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by the Shareholder have been duly executed by the Shareholder and delivered to the acquirer and are enforceable (subject to customary limitations) against the Shareholder in accordance with their respective terms; and (iv) neither the execution and delivery of documents to be entered into by the Shareholder in connection with the transaction, nor the performance of the Shareholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement to which the Shareholder is a party, or any law or judgment, order or decree of any court or governmental agency that applies to the Shareholder; (ii) such Shareholder is not required to agree (unless such Shareholder is a Company officer or employee) to any restrictive covenant in connection with the proposed Drag-Along Transaction (including, without limitation, any covenant not to compete or covenant not to solicit customers, employees or suppliers of any party to the proposed Drag-Along Transaction) or any release of claims other than a release in customary form of claims arising solely in such Shareholder’s capacity as a Shareholder of the Company; (iii) the Shareholder is not liable for the breach of any representation, warranty or covenant made by any other Person in connection with the proposed Drag-Along Transaction, other than the Company; (iv) liability shall be limited to such Shareholder’s applicable share (determined based on the respective proceeds payable to each Shareholder in connection with such proposed Drag-Along Transaction in accordance with the provisions of the Memorandum and Articles) of a negotiated aggregate indemnification amount that applies equally to all Shareholders but that in no event exceeds shall any Member be required to provide indemnification in excess of the amount of consideration otherwise payable to such Shareholder in connection with such proposed Drag-Along Transaction, except with respect to claims related to fraud gross proceeds received by such Shareholder, the liability for which need not be limited as to Member in such Shareholder; and (v) upon the consummation of the proposed Drag-Along Transaction (i) each holder of each class or series of shares of the Company will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of shares, (ii) each holder of a series of Preferred Shares will receive the same amount of consideration per share of such series of Preferred Shares as is received by other holders in respect of their shares of such same series, (iii) each holder of Ordinary Shares will receive the same amount of consideration per share Ordinary Share as is received by other holders in respect of their Ordinary Shares, and (iv) unless waived pursuant to the terms of the Memorandum and Articles and as may be required by law, the aggregate consideration receivable by all holders of the Preferred Shares and Ordinary Shares shall be allocated among the holders of Preferred Shares and Ordinary Shares on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Shares and the holders of Ordinary Shares are entitled in a Deemed Liquidation Event (assuming for this purpose that the proposed Drag-Along Transaction is a Deemed Liquidation Event) in accordance with the Memorandum and Articles in effect immediately prior to the proposed Drag-Drag Along Transaction.

Drag-Along Transaction. At any time after Subject to Sections 11 and 12, in the second event that no Qualified IPO occurs on or prior to the fifth (2nd5th) anniversary of the Initial Closing date hereof, (x) the holders holding at least sixty percent (60%) of the then outstanding Preferred Shares, voting together as a single class and on an as-converted basis, and (y) the Principal for so long as he holds any Shares (collectively, the “Drag Along Requestors”) approve a sale of the Company to a Person who is not an Associate of any Drag Along Requestor (the “Proposed Buyer”) (whether structured as a merger, reorganization, asset sale, stock sale or otherwise), in which a Person, or a group of related Persons, acquire from Shareholders of the Company shares representing all of the then outstanding voting power of the Company or substantially all assets of the Company at a per share price of not less than one point four (1.4) multiplied by the Series F Issue Price (as defined in the Subscription AgreementMemorandum and Articles) (a “Drag Along Transaction”, it being agreed and prior to the consummation of acknowledged that a Qualified IPO, if Drag Along Transaction constitutes a Deemed Liquidation Event or a transaction or a series of related transactions in which fifty percent (50%) or more of under the Company’s voting power is transferred Memorandum and Articles), the Drag Along Requestors shall have the right (the “Drag-Drag Along TransactionRight”) is approved to require all other Shareholders by giving a notice (athe “Drag Along Notice”) a majority of the members of the Board (including at least one Series Seed Director) and (b) the Requisite Preferred Holders, then each Shareholder hereby agrees with respect to all such parties and the Shares that heCompany, she or it holds or otherwise exercises dispositive power oversubject to and upon such terms and conditions as the Drag Along Requestors may reasonably require, unless the Company could seek an alternative buyer in accordance with Section 8.2: (ai) to vote all voting shares held by them in the event such Drag-same manner as the Drag Along Transaction requires the approval of Shareholders, (i) if the matter is to be brought to a vote at a shareholders’ meeting of the Company, after receiving proper notice of any such shareholders’ meeting, to vote on the approval of a Drag-Along Transaction, to be present, in person or by proxy, as a holder of the Shares, at all such meetings and be counted for the purposes of determining the presence of a quorum at such meeting; and Requestors; (ii) to vote (in person, by proxy refrain from exercising any dissenters’ rights or by action by written consent, as applicable) all Shares in favor rights of appraisal under applicable law at any time with respect to such Drag-Along Transaction and in opposition of any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Drag-Drag Along Transaction; (biii) to execute and deliver all related documentation and take such other action in support of the Drag Along Transaction as shall reasonably be requested by the Company or the Drag Along Requestors; and (iv) in the event that the Drag-Drag Along Transaction is to be effected by the sale of Shares held by another Shareholder (such transaction a “Stock Sale” and such Shareholder, the “Drag-along Selling Shareholder”) Drag Along Requestors without the need for shareholder approval (including without limitation by way of a change in control of such Shareholder)approval, to sell all Shares of the Company beneficially held by such Shareholder (or in the event that the Drag-along Selling Shareholder is selling fewer than all of its Shares held in the Company, Shares in the same proportion as the Drag-along Selling Shareholder is selling) other Shareholders to the person to whom the Drag-along Selling Shareholder proposes Drag Along Requestors propose to sell its Shares, for the same per-share consideration (on an as-converted basis) and on the same terms and conditions as the Drag-along Selling ShareholderDrag Along Requestors. (v) no Shareholder who is not an employee, except that the Shareholder will not officer or controlling shareholder of a Group Company shall be required to sell its Shares unless make any representations or warranties or provide any indemnity (i) the liability for indemnification, if any, other than through an escrowed portion of the proceeds) other than in respect of due authorization of such Shareholder in such Drag-Along Transaction is several, not joint, and is pro rata in accordance with title to the Shareholder’s relative share ownership of the Company, and (ii) the consideration Shares to be paid to the Shareholders in such Drag-Along Transaction will be allocated as if the consideration were the proceeds to be distributed to the Shareholders in a Deemed Liquidation Event under Section 8.2 of the Company’s Memorandum and Articles; (c) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable Law at any time with respect to such Drag-Along Transaction; (d) to execute and deliver all related documentation and take such other action in support of the Drag-Along Transaction as shall reasonably be requested by the Company; and (e) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any voting securities owned by such party or Affiliate in a voting trust or subject any such voting securities to any arrangement or agreement with respect to the voting of such securities, unless specifically requested to do so in writing by the acquirer in connection with a Drag-Along Transaction, provided that such deposit is permissible under applicable Laws; provided that each Shareholder will not be required to comply with the above in connection with any proposed Drag-Along Transaction unless: (i) any representations and warranties to be made transferred by such Shareholder in connection with the proposed Drag-Along Transaction are limited to representations and warranties related to authority, ownership and the ability to convey title to such Shares, including, but not limited to, representations and warranties that (i) the Shareholder holds all right, title and interest in and to the Shares such Shareholder purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of the Shareholder in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by the Shareholder have been duly executed by the Shareholder and delivered to the acquirer and are enforceable (subject to customary limitations) against the Shareholder in accordance with their respective terms; and (iv) neither the execution and delivery of documents to be entered into by the Shareholder in connection with the transaction, nor the performance of the Shareholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement to which the Shareholder is a party, or any law or judgment, order or decree of any court or governmental agency that applies to the Shareholder; (ii) such Shareholder is not required to agree (unless such Shareholder is a Company officer or employee) to any restrictive covenant in connection with the proposed Drag-Along Transaction (including, without limitation, any covenant not to compete or covenant not to solicit customers, employees or suppliers of any party to the proposed Drag-Drag Along Transaction) or any release . For the avoidance of claims other than a release in customary form of claims arising solely in such Shareholder’s capacity as a Shareholder of the Company; (iii) the Shareholder is not liable doubt, for the breach purposes of any representationthis Section 8.1(v), warranty or covenant made by any other Person in connection with the proposed Drag-Along Transaction, other than the Company; (iv) liability shall be limited to such Shareholder’s applicable share (determined based on the respective proceeds payable to each Shareholder in connection with such proposed Drag-Along Transaction in accordance with the provisions of the Memorandum and Articles) of a negotiated aggregate indemnification amount that applies equally to all Shareholders but that in no event exceeds the amount of consideration otherwise payable to such Shareholder in connection with such proposed Drag-Along Transaction, except with respect to claims related to fraud by such Shareholder, the liability for which need not be limited as to such Shareholder; and (v) upon the consummation of the proposed Drag-Along Transaction (i) each holder of each class or series of shares of the Company will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of shares, (ii) each holder of a series of Preferred Shares will receive the same amount of consideration per share of such series of Preferred Shares as is received by other holders in respect of their shares of such same series, (iii) each holder of Ordinary Shares will receive the same amount of consideration per share Ordinary Share as is received by other holders in respect of their Ordinary Shares, and (iv) unless waived pursuant to the terms of the Memorandum and Articles and as may be required by law, the aggregate consideration receivable by all holders of the Preferred Shares and Ordinary Shares shall be allocated among the holders of Preferred Shares and Ordinary Shares on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Shares and the holders of Ordinary Shares are entitled in deemed a Deemed Liquidation Event (assuming for this purpose that the proposed Drag-Along Transaction is a Deemed Liquidation Event) in accordance with the Memorandum and Articles in effect immediately prior to the proposed Drag-Along Transactioncontrolling shareholder.

Drag-Along Transaction. At If at any time after Mr. HE Xiaopeng and the second Majority Preferred Holders (2ndwhich shall include (i) anniversary Alibaba so long as Alibaba is a Shareholder and (ii) if the price per Share is lower than the Conversion Price of the Initial Closing (as defined Series C Preferred Shares in effect on the Subscription Agreement) and prior to the consummation date of a Qualified IPO, if a Deemed Liquidation Event or a transaction or a series of related transactions in which fifty percent (50%) or more closing of the Company’s voting power is transferred (the “Drag-Drag Along Transaction”) is approved by (a) , the holders of at least a majority of the members issued and outstanding Series C Preferred Shares) (collectively, the “Drag Along Shareholders”) approve a sale of all or substantially all of the Equity Securities of the Company or all or substantially all of the businesses of the Group Companies to any Person (whether structured as a merger, asset sale, stock sale or otherwise) reflecting an equity value of the Company of not less than US$5,000,000,000 (if any consideration is not in cash, such consideration shall be valued at the fair market value determined by the Board and approved by the Majority Preferred Holders (including which shall include Alibaba so long as Alibaba is a Shareholder)) on a fully-diluted basis (a “Drag Along Transaction”), at least one Series Seed Directorthe written request of the Drag Along Shareholders (the “Drag Along Notice”), each of the other Shareholders shall (i) and (b) the Requisite Preferred Holdersvote, then each Shareholder hereby agrees or give his written consent with respect to to, all the Shares that he, she or it holds or otherwise exercises dispositive power over: (a) in the event such Drag-Along Transaction requires the approval of Shareholders, (i) if the matter is to be brought to a vote at a shareholders’ meeting of the Company, after receiving proper notice of any such shareholders’ meeting, to vote on the approval of a Drag-Along Transaction, to be present, in person or held by proxy, as a holder of the Shares, at all such meetings and be counted for the purposes of determining the presence of a quorum at such meeting; and (ii) to vote (in person, by proxy or by action by written consent, as applicable) all Shares him in favor of such Drag-proposed Drag Along Transaction and in opposition of any and all other proposals proposal that could reasonably be expected to delay or impair the ability consummation of the Company to consummate any such Drag-proposed Drag Along Transaction; (b) in the event that the Drag-Along Transaction is to be effected by the sale of Shares held by another Shareholder (such transaction a “Stock Sale” and such Shareholder, the “Drag-along Selling Shareholder”) without the need for shareholder approval (including without limitation by way of a change in control of such Shareholder), to sell all Shares beneficially held by such Shareholder (or in the event that the Drag-along Selling Shareholder is selling fewer than all of its Shares held in the Company, Shares in the same proportion as the Drag-along Selling Shareholder is selling) to the person to whom the Drag-along Selling Shareholder proposes to sell its Shares, for the same per-share consideration (on an as-converted basis) and on the same terms and conditions as the Drag-along Selling Shareholder, except that the Shareholder will not be required to sell its Shares unless (i) the liability for indemnification, if any, of the Shareholder in such Drag-Along Transaction is several, not joint, and is pro rata in accordance with the Shareholder’s relative share ownership of the Company, and ; (ii) the consideration to be paid to the Shareholders in such Drag-Along Transaction will be allocated as if the consideration were the proceeds to be distributed to the Shareholders in a Deemed Liquidation Event under Section 8.2 of the Company’s Memorandum and Articles; (c) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable Law law at any time with respect to such Drag-Along Transaction; (d) to execute and deliver all related documentation and take such other action in support of the Drag-Along Transaction as shall reasonably be requested by the Company; and (e) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any voting securities owned by such party or Affiliate in a voting trust or subject any such voting securities to any arrangement or agreement with respect to the voting of such securities, unless specifically requested to do so in writing by the acquirer in connection with a Drag-such proposed Drag Along Transaction, provided that such deposit is permissible under applicable Laws; provided that each Shareholder will not be required to comply with the above in connection with any proposed Drag-Along Transaction unless: (i) any representations and warranties to be made by such Shareholder in connection with the proposed Drag-Along Transaction are limited to representations and warranties related to authority, ownership and the ability to convey title to such Shares, including, but not limited to, representations and warranties that (i) the Shareholder holds all right, title and interest in and to the Shares such Shareholder purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of the Shareholder in connection with the transaction have been duly authorized, if applicable, (iii) transfer the documents to be entered into by same percentage of securities on the Shareholder have been duly executed by same terms as the Shareholder and delivered to Drag Along Shareholders in the acquirer and are enforceable (subject to customary limitations) against the Shareholder in accordance with their respective termsevent that a proposed Drag Along Transaction is structured as a share transfer; and (iv) neither the execution and delivery of documents take all actions reasonably necessary to be entered into by the Shareholder in connection with the transaction, nor the performance of the Shareholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement to which the Shareholder is a party, or any law or judgment, order or decree of any court or governmental agency that applies to the Shareholder; (ii) such Shareholder is not required to agree (unless such Shareholder is a Company officer or employee) to any restrictive covenant in connection with consummate the proposed Drag-Along Transaction (including, without limitation, any covenant not to compete or covenant not to solicit customers, employees or suppliers of any party to the proposed Drag-Along Transaction) or any release of claims other than a release in customary form of claims arising solely in such Shareholder’s capacity as a Shareholder of the Company; (iii) the Shareholder is not liable for the breach of any representation, warranty or covenant made by any other Person in connection with the proposed Drag-Drag Along Transaction, other than including without limitation amending the Company; then existing Memorandum and Articles. In the event that any such dragged Shareholder fails for any reason to take any of the foregoing actions within thirty (iv30) liability Business Days after receiving the Drag Along Notice, such Shareholder hereby grants an irrevocable power of attorney and proxy to any Director approving the Drag Along Transaction to take all necessary actions and execute and deliver all documents deemed by such Director to be reasonably necessary to effectuate the terms hereof. A Drag Along Transaction shall be limited to such Shareholder’s applicable share (determined based on deemed a “Liquidation Event” and proceeds from the respective proceeds payable to each Shareholder in connection with such proposed Drag-Drag Along Transaction shall be distributed in accordance with the provisions of the Memorandum and Articles) of a negotiated aggregate indemnification amount that applies equally to all Shareholders but that in no event exceeds the amount of consideration otherwise payable to such Shareholder in connection with such proposed Drag-Along Transaction, except with respect to claims related to fraud by such Shareholder, the liability for which need not be limited as to such Shareholder; and (v) upon the consummation of the proposed Drag-Along Transaction (i) each holder of each class or series of shares of the Company will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of shares, (ii) each holder of a series of Preferred Shares will receive the same amount of consideration per share of such series of Preferred Shares as is received by other holders in respect of their shares of such same series, (iii) each holder of Ordinary Shares will receive the same amount of consideration per share Ordinary Share as is received by other holders in respect of their Ordinary Shares, and (iv) unless waived pursuant to the terms of the Memorandum and Articles and as may be required by law, the aggregate consideration receivable by all holders of the Preferred Shares and Ordinary Shares shall be allocated among the holders of Preferred Shares and Ordinary Shares on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Shares and the holders of Ordinary Shares are entitled in a Deemed Liquidation Event (assuming for this purpose that the proposed Drag-Along Transaction is a Deemed Liquidation Event) in accordance with the Memorandum and Articles in effect immediately prior to the proposed Drag-Along TransactionSection 7.2.