Common use of Drag-Along Transaction Clause in Contracts

Drag-Along Transaction. If a transaction that would result in the sale of fifty percent (50%) or more of the outstanding voting power of the Company (whether by merger or otherwise) to a third party (a “Drag-Along Transaction”) is approved by the Board, then, upon ten (10) days written notice to the 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 holders in such transaction, no holder shall raise 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 shares of Common Stock, in the same transaction at the closing thereof. Each holder shall be required to make only representations and warranties on a several and not joint basis regarding the valid and authorized sale of its shares of Common Stock and that such holder has good and marketable title to such shares of Common Stock, free and clear of all liens, claims and other encumbrances (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, including any subsequent distribution of all or any portion of any indemnification or other escrow, shall be distributed to the Investors pro rata, and the type of consideration and payment terms applicable to the Common Stock will be identical in all material respects with respect to all the shares in such class or series. Each 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 Investors have any indemnification obligations in connection with a Drag-Along Transaction, (i) the terms and conditions of each such Investor’s indemnification obligation shall be in proportion to their relative entitlement to proceeds with respect of such Investor’s shares of Common Stock in connection with the Drag-Along Transaction, such that the indemnification obligations (and the funding of any escrow) shall be in inverse order that distributions are to be made, and (ii) in no event shall any Investor be liable for the indemnification obligation of any other Investor or be required to provide indemnification in excess of the proceeds actually received by such Investor in 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 Upon the Company’s receipt of a transaction notice from the Approving Unitholders stating that would result in they are exercising their right to effect a Drag-Along Transaction, the sale of fifty percent (50%) or more Company shall send a written notice to Optionee within 15 days of the outstanding voting power of the Company (whether by merger or otherwise) to a third party proposed Drag-Along Transaction indicating that it has received such notice and referencing Optionee’s obligations set forth in this Section 15 (a “Drag-Along TransactionTransaction Notice”). To the extent it is applicable and not prohibited by any confidentiality obligations, the Drag-Along Transaction Notice shall set forth the name and address of the person(s) or entity(ies) proposing to enter into a Drag-Along Transaction (the “Offeror”) is approved by and summarize the Board, then, upon ten (10) days written notice to the holders of all Common Stock, which notice shall include substantially all of the material details basic terms of the proposed transactionDrag-Along Transaction (which Drag-Along Transaction must provide that (i) all unitholders of the Company receive the same type of consideration per unit or other membership interest of the Company (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 the holders in such transaction, no holder shall raise 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 shares of Common Stock, in the same transaction at the closing thereof. Each holder shall be required to make only representations and warranties on a several and not joint basis regarding the valid and authorized sale of its shares of Common Stock and that such holder has good and marketable title to such shares of Common Stock, free and clear of all liens, claims and other encumbrances Optionee (other than restrictions imposed pursuant indemnification relating to applicable securities laws Optionee’s Issued Units, authority of Optionee, enforceability of Optionee’s obligations and this Agreement that do not relate to any breach or default by the transferor of such Common Stock hereunderfraud). The proceeds (net of transaction costs) Optionee hereby waives, to the extent permitted by applicable law, all applicable appraisal rights and rights to object to or dissent from such Drag-Along Transaction, including any subsequent distribution of all and agrees that he or any portion of any indemnification or other escrow, shall be distributed she will raise no objections to the Investors pro rata, and the type of consideration and payment terms applicable to the Common Stock will be identical in all material respects with respect to all the shares in such class or series. Each 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 Investors have any indemnification obligations in connection with a Drag-Along Transaction, (i) the terms and conditions of each such Investor’s indemnification obligation shall be in proportion to their relative entitlement to proceeds with respect of such Investor’s shares of Common Stock in connection with the Drag-Along Transaction, such that the indemnification obligations (and the funding of any escrow) shall be in inverse order that distributions are to be made, and (ii) in no event shall any Investor be liable for the indemnification obligation of any other Investor or be required to provide indemnification in excess of the proceeds actually received by such Investor in 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. No transaction that would constitute or result in a Change of Control shall be effected without the approval of the Board. If such approval has been obtained for a transaction that would constitute or result in the sale a Change of fifty percent (50%) or more of the outstanding voting power of the Company (whether by merger or otherwise) to a third party Control (a “Drag-Along Transaction”) is approved by the Board), then, upon ten (10) days written notice the LLC shall deliver to the holders of all Common Stockeach 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 holders Members in such transaction, no holder and each Member shall raise any no 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 partyparty on such terms (taking into account the different rights, preferences, privileges and obligations of the Units), all or such portion of its shares of Common Stock, Units as is specified in the notice in the same transaction at the closing thereof. Each holder shall be required to make only representations thereof (and warranties on a several and not joint basis regarding the valid and authorized sale of its shares of Common Stock and that will deliver such holder has good and marketable title to such shares of Common Stock, Interest free and clear of all liens, claims or other encumbrances). In any Drag-Along Transaction involving the transfer of less than all Units, each Holder shall have both the right and other encumbrances (other than restrictions imposed pursuant the obligation to applicable securities laws participate and this Agreement that do not relate shall have both the right and the obligation to any breach or default by the transferor of such Common Stock hereunder)transfer their Units pro rata based upon their relative Percentage Interest. The proceeds (net of transaction costs) from such Drag-Along Transaction, including any subsequent distribution of all or any portion of any indemnification or other escrow, Transaction shall be distributed to the Investors pro rataparticipating Members in proportion to the distribution preference set forth in Section 3.2, and all Holders of the type same Class of consideration and payment terms applicable to the Common Stock will be identical in all material respects with respect to all the shares Units sold in such class or seriesDrag-Along Transaction shall receive the same form of consideration. Each Investor Member shall take all other 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 Investors have and to execute on behalf of such Members 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 Investor’s indemnification obligation shall be this Section 6.5 remain in proportion to their relative entitlement to proceeds with respect of such Investor’s shares of Common Stock in connection with the Drag-Along Transaction, such that the indemnification obligations (and the funding of any escrow) shall be in inverse order that distributions are to be made, and (ii) in no event shall any Investor be liable for the indemnification obligation of any other Investor or be required to provide indemnification in excess of the proceeds actually received by such Investor in 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 Transactioneffect.

Drag-Along Transaction. If all of the Managers serving on the Board have approved a transaction that would result in the sale of fifty percent (50%) or more all of the outstanding voting power of Units and Interests in the Company LLC (whether by merger or otherwise) to a third party (a “Drag-Along Transaction”) is approved by the Board), then, upon ten fifteen (1015) days written notice to the holders of all Common StockMembers (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 holders Members in such transaction, no holder each Member shall raise any no 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 shares of Common Stock, Units and Interest in the same transaction at the closing thereof. Each holder Member 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 shares of Common Stock Units and Interest and that such holder Member has good and marketable title to such shares of Common StockUnits and Interest, free and clear of all liens, claims and other encumbrances (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)encumbrances. The proceeds (net of transaction costs) from such Drag-Along Transaction, including any subsequent distribution of all or any portion of any indemnification or other escrow, Transaction shall be distributed to the Investors pro rata, and the type of consideration and payment terms applicable Members in proportion to the Common Stock will be identical in all material respects with respect their relative entitlement to all the shares in such class or seriesdistributions pursuant to Section 8.3. Each Investor Member and Manager 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 Investors Members have any indemnification obligations in connection with a Drag-Along Transaction, (i) the terms and conditions of each such InvestorMember’s indemnification obligation shall be in proportion to their relative entitlement to proceeds with the consideration received by such Member in respect of such InvestorMember’s shares of Common Stock Units and Interest in connection with the Drag-Along Transaction, Transaction based upon their relative entitlement to such consideration taking into consideration the distribution tiers in Section 8.3 such that the indemnification obligations (and the funding of any escrow) shall be in inverse order that distributions are to be made, made pursuant to Section 8.3 and (ii) in no event shall any Investor be liable for the indemnification obligation of any other Investor or Member be required to provide indemnification in excess of the gross proceeds actually received by such Investor Member in 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-such Drag Along Transaction.