Common use of Drag-Along Transactions Clause in Contracts

Drag-Along Transactions. (i) If Apollo has received (or has been deemed to have received) an GHK Refusal Notice, Apollo shall be entitled, within 120 days thereafter, in connection with entering into a definitive agreement pursuant to Section 4(a)(v), to deliver to the Company and the Non-Apollo Holders notice of a bona fide offer made by a third party to purchase all but not less than all of the Equity Securities held by the Investor Group and the other Non-Apollo Holders for cash consideration (the “Drag-Along Transaction”), which notice shall include the name of the parties to the proposed Drag-Along Transaction, a summary of the material terms and conditions of the proposed Drag-Along Transaction negotiated by Apollo, the proposed cash purchase price and the material terms and conditions of payment of such cash purchase price contemplated by the proposed Drag-Along Transaction, and shall state that it desires the Company and all Non-Apollo Holders, as applicable, to enter into definitive agreements with such bona fide third party or parties (the “Proposed Drag-Along Purchaser”) in connection with such Drag-Along Transaction. Following receipt of such notice, (A) all Non-Apollo Holders and the Company (as applicable) shall consent to and raise no objections against the Drag-Along Transaction and (B) if the Drag-Along Transaction is structured as (1) an amalgamation, merger or consolidation of the Company, all Non-Apollo Holders shall vote in favor of such amalgamation, merger or consolidation, waive any dissenter’s rights, appraisal rights or similar rights in connection with such amalgamation, merger or consolidation and instruct the Board to vote in favor of such Drag-Along Transaction and (2) if the Drag-Along Transaction is structured as a sale or issuance of shares of capital stock, all Non-Apollo Holders shall sell their respective Equity Securities on the terms and conditions of the Drag-Along Transaction as set out in the notice and waive preemptive or other rights with respect thereto. All Non-Apollo Holders shall take all necessary and desirable actions in connection with the consummation of the Drag-Along Transaction, including the execution of such agreements and such instruments and other actions reasonably necessary to (1) provide the representations, warranties, indemnities, covenants, conditions, escrow agreements and other provisions and agreements relating to such Drag-Along Transaction that have been negotiated by Apollo (subject to the terms of this Agreement) and (2) effectuate the allocation and distribution of the aggregate consideration upon the Drag-Along Transaction as set forth below. In the event that the Shareholders are required to provide representations, warranties, covenants or indemnities in their individual capacity as selling shareholders in connection with a Drag-Along Transaction, such representations, warranties, covenants and indemnifications shall be limited to those concerning (1) brokers and finders, (2) title to Equity Securities, free of all liens and encumbrances (other than those arising under applicable securities laws), (3) authority, power and right to enter into and consummate the Drag-Along Transaction without violating any other material agreement (including any debt agreements), Applicable Law or Order, (4) the power and right of such Person and his, her or its Affiliates to enter into and consummate the Drag-Along Transaction without the consent of any governmental authority or Person, (5) the absence of any required consents to enter into and consummate the transaction and the absence of any registration requirements in connection therewith and (6) such other representations, warranties, covenants and indemnifications (including indemnification relating to breaches of representations, warranties or covenants of the Company and including any escrow or similar holdback to the extent the amount so escrowed or held back is pro rata among the Shareholders) as may reasonably be considered necessary and appropriate by Apollo in order to consummate such Drag-Along Transaction. Each Shareholder’s liability under the definitive purchase agreement with respect to such Drag-Along Transaction will not exceed the total purchase price received by such Shareholder for its Equity Securities except for liability arising from fraud or knowing and intentional breach.

Drag-Along Transactions. (i) If Apollo the Investor has received (or has been deemed to have received) an GHK SCL Refusal Notice, Apollo the Investor shall be entitled, within 120 days thereafter, in connection with entering into a definitive agreement pursuant to Section 4(a)(v), to deliver to the Company and the Non-Apollo Investor Holders notice of a bona fide offer made by a third party to purchase all but not less than all of the Equity Securities held by the Investor Group and the other Non-Apollo Investor Holders for cash consideration (the “Drag-Along Transaction”), which notice shall include the name of the parties to the proposed Drag-Along Transaction, a summary of the material terms and conditions of the proposed Drag-Along Transaction negotiated by Apollothe Investor, the proposed cash purchase price and the material terms and conditions of payment of such cash purchase price contemplated by the proposed Drag-Along Transaction, and shall state that it desires the Company and all Non-Apollo Investor Holders, as applicable, to enter into definitive agreements with such bona fide third party or parties (the “Proposed Drag-Along Purchaser”) in connection with such Drag-Along Transaction. Following receipt of such notice, (A) all Non-Apollo Investor Holders and the Company (as applicable) shall consent to and raise no objections against the Drag-Along Transaction and (B) if the Drag-Along Transaction is structured as (1) an amalgamation, merger or consolidation of the Company, all Non-Apollo Investor Holders shall vote in favor of such amalgamation, merger or consolidation, waive any dissenter’s rights, appraisal rights or similar rights in connection with such amalgamation, merger or consolidation and instruct the Board to vote in favor of such Drag-Along Transaction and (2) if the Drag-Along Transaction is structured as a sale or issuance of shares of capital stock, all Non-Apollo Investor Holders shall sell their respective Equity Securities on the terms and conditions of the Drag-Along Transaction as set out in the notice and waive preemptive or other rights with respect thereto. All Non-Apollo Investor Holders shall take all necessary and desirable actions in connection with the consummation of the Drag-Along Transaction, including the execution of such agreements and such instruments and other actions reasonably necessary to (1) provide the representations, warranties, indemnities, covenants, conditions, escrow agreements and other provisions and agreements relating to such Drag-Along Transaction that have been negotiated by Apollo the Investor (subject to the terms of this Agreement) and (2) effectuate the allocation and distribution of the aggregate consideration upon the Drag-Along Transaction as set forth below. In the event that the Shareholders are required to provide representations, warranties, covenants or indemnities in their individual capacity as selling shareholders in connection with a Drag-Along Transaction, such representations, warranties, covenants and indemnifications shall be limited to those concerning (1) brokers and finders, (2) title to Equity Securities, free of all liens and encumbrances (other than those arising under applicable securities laws), (3) authority, power and right to enter into and consummate the Drag-Along Transaction without violating any other material agreement (including any debt agreements), Applicable Law or Order, (4) the power and right of such Person and his, her or its Affiliates to enter into and consummate the Drag-Along Transaction without the consent of any governmental authority or Person, (5) the absence of any required consents to enter into and consummate the transaction and the absence of any registration requirements in connection therewith and (6) such other representations, warranties, covenants and indemnifications (including indemnification relating to breaches of representations, warranties or covenants of the Company and including any escrow or similar holdback to the extent the amount so escrowed or held back is pro rata among the Shareholders) as may reasonably be considered necessary and appropriate by Apollo in order to consummate such Drag-Along Transaction. Each Shareholder’s liability under the definitive purchase agreement with respect to such Drag-Along Transaction will not exceed the total purchase price received by such Shareholder for its Equity Securities except for liability arising from fraud or knowing and intentional breach.

Drag-Along Transactions. Within three (i3) If Apollo has received months following the Drag-Along Initiating Notice (or has been deemed to have received) an GHK Refusal Notice, Apollo shall be entitled, within 120 days thereafter, in connection with entering into a definitive agreement pursuant to Section 4(a)(vthe “Bidding Period”), any Preferred Holder (including Holders Acting in Concert) that is entitled to deliver appoint a director to the Company Board (the “Drag-Along Shareholders”, and for the Nonavoidance of doubt shall include the Drag-Apollo Holders notice of Along Initiating Shareholder) may seek prospective purchasers for a bona fide offer made by a third party to purchase all but not less than all of the Equity Securities held by the Investor Group and the other Non-Apollo Holders for cash consideration Trade Sale (the “Drag-Along Transaction”), which ) and give a written notice shall include the name to each other shareholders of the parties to Company (the proposed “Drag-Along Transaction, a summary of the material terms and conditions of the proposed Drag-Along Transaction negotiated by Apollo, the proposed cash purchase price and the material terms and conditions of payment of such cash purchase price contemplated by the proposed Drag-Along Transaction, and shall state that it desires the Company and all Non-Apollo Holders, as applicable, to enter into definitive agreements with such bona fide third party or parties (the “Proposed Drag-Along PurchaserNotice”) in connection with such Drag-Along Transaction. Following receipt of such notice, (A) all Non-Apollo Holders and the Company (as applicable) shall consent specifying its intention to and raise no objections against the Drag-Along Transaction and (B) if the Drag-Along Transaction is structured as (1) an amalgamation, merger or consolidation of the Company, all Non-Apollo Holders shall vote in favor of such amalgamation, merger or consolidation, waive any dissenter’s rights, appraisal rights or similar rights in connection with such amalgamation, merger or consolidation and instruct the Board to vote in favor of such Drag-Along Transaction and (2) if the Drag-Along Transaction is structured as a sale or issuance of shares of capital stock, all Non-Apollo Holders shall sell their respective Equity Securities on the terms and conditions of the Drag-Along Transaction as set out in the notice and waive preemptive or other rights with respect thereto. All Non-Apollo Holders shall take all necessary and desirable actions in connection with the consummation of the Drag-Along Transaction, including the execution of such agreements and such instruments and other actions reasonably necessary to (1) provide the representations, warranties, indemnities, covenants, conditions, escrow agreements and other provisions and agreements relating to such Drag-Along Transaction that have been negotiated by Apollo (subject to the terms of this Agreement) and (2) effectuate the allocation and distribution of the aggregate consideration upon the Drag-Along Transaction as set forth below. In the event that the Shareholders are required to provide representations, warranties, covenants or indemnities in their individual capacity as selling shareholders in connection with propose a Drag-Along Transaction, provided that such representationsDrag-Along Transaction shall satisfy the Minimum Drag-Along Threshold. For the purpose of this Section 5, warranties, covenants and indemnifications the “Minimum Drag-Along Threshold” means (i) the total valuation of the Company in such Drag-Along Transaction shall be limited no less than the higher of (x) RMB two (2) billion, and (y) ten (10) times the consolidated accumulative net profit of the Company in the twelve (12) consecutive months preceding to those concerning the date of the Drag-Along Initiating Notice, and (ii) the prospective purchaser (the “Offeror”) in such Drag-Along Transaction has extended a legally binding offer. In the event more than one (1) brokers Drag-Along Notices are delivered during the Bidding Period, the Drag-Along Notice that provides for the highest valuation of the Company shall prevail; in the event the valuation of the Company equal, the Drag-Along Notice that provides for more favorable remaining terms shall prevail; and findersin the event the valuation of the Company and all the remaining terms equal, the earlier/earliest Drag-Along Notice shall prevail (2) title to Equity Securitiesthe prevailing Drag-Along Notice, free the “Prevailing Drag-Along Notice”). In the event no Drag-Along Notice is delivered during the Bidding Period, immediately after the expiration of all liens and encumbrances (other than those arising under applicable securities laws)the Bidding Period, (3) authority, power and the Drag-Along Initiating Shareholder shall have the right to enter into and consummate give a written notice to each other shareholders of the Company requesting such shareholder of the Company to participate in the Drag-Along Transaction without violating any other material agreement (including any debt agreements), Applicable Law or Order, (4) the power and right of such Person and his, her or its Affiliates to enter into and consummate proposed by the Drag-Along Transaction without Initiating Shareholder (the consent of any governmental authority or Person, (5) the absence of any required consents to enter into and consummate the transaction and the absence of any registration requirements in connection therewith and (6) such other representations, warranties, covenants and indemnifications (including indemnification relating to breaches of representations, warranties or covenants of the Company and including any escrow or similar holdback to the extent the amount so escrowed or held back is pro rata among the Shareholders) as may reasonably be considered necessary and appropriate by Apollo in order to consummate such “Drag-Along TransactionInitiating Shareholder Drag-Along Notice”, together with the Prevailing Drag-Along Notice, the “Final Drag-Along Notice”). Each The Preferred Holder giving the Final Drag-Along Notice is referred to as the “Final Drag-Along Shareholder’s liability under ”. For the definitive purchase agreement with respect to avoidance of the doubt, such Drag-Along Transaction will not exceed shall also satisfy the total purchase price received by such Shareholder for its Equity Securities except for liability arising from fraud or knowing and intentional breachMinimum Drag-Along Threshold.

Drag-Along Transactions. (ia) If Apollo has received (In the event that one or has been deemed to have received) an GHK Refusal Notice, Apollo shall be entitled, within 120 days thereafter, in connection with entering into more Members holding a definitive agreement pursuant to Section 4(a)(v), to deliver to the Company and the Non-Apollo Holders notice of a bona fide offer made by a third party to purchase all but not less than all majority of the Equity Securities held by the Investor Group then-issued and the other Non-Apollo Holders for cash consideration outstanding Class A Units (the “Drag-Along Selling Members”) determine to effect, approve or otherwise take any action that would cause the occurrence of a Sale Transaction, the Company or the Selling Members (or a designated representative acting on behalf of the Selling Members) will have the right (but not the obligation) to deliver written notice thereof (a “Drag Notice”) to all other Members (the “Dragged Members”), which . Such written notice shall include the name of the parties to the proposed Drag-Along Transaction, be delivered in accordance with Section 18.6 and shall contain a summary general description of the material terms and conditions of the proposed Drag-Along Transaction negotiated by ApolloSale Transaction, including the identity of the Third Party Purchaser, the proposed cash purchase price amount and form of consideration to be paid by the Third Party Purchaser and the material proposed date of the closing of the Sale Transaction; provided, that the Selling Members may elect to omit from the Drag Notice any such terms and conditions of payment the Sale Transaction if the Selling Members determine that the disclosure thereof to the Dragged Members would have an adverse effect on the Sale Transaction or the consummation thereof, but the omission of any such cash purchase price contemplated terms and conditions shall not have any effect on the validity of the Drag Notice. (b) If a Drag Notice is delivered by the proposed Drag-Along TransactionCompany or by or on behalf of the Selling Members to the Dragged Members, and shall state that it desires the Company and all Non-Apollo Holders, as applicable, to enter into definitive agreements with such bona fide third party or parties each Dragged Member shall: (the “Proposed Drag-Along Purchaser”) in connection with such Drag-Along Transaction. Following receipt of such notice, (A) all Non-Apollo Holders and the Company (as applicable) shall consent to and raise no objections against the Drag-Along Transaction and (Bi) if the Drag-Along Transaction is structured as (1) an amalgamation, merger or consolidation of the Company, all Non-Apollo Holders shall vote in favor of such amalgamation, merger or consolidation, waive any dissenter’s rights, appraisal rights or similar rights in connection with such amalgamation, merger or consolidation and instruct the Board to vote in favor of such Drag-Along Transaction and (2) if the Drag-Along Sale Transaction is structured as a sale or issuance other Transfer of shares Units, be obligated to Transfer to the Third Party Purchaser (subject to the other terms of capital stockthis Section 9.6), at the closing of such Sale Transaction, all NonUnits held by such Dragged Member (or the applicable portion of such Dragged Member’s Units that are required to be Transferred in connection with such Sale Transaction as determined in accordance with Section 9.6(c)), free and clear of any Liens; provided, that each Dragged Member shall be paid in respect of its Units sold in such Sale Transaction no less than the aggregate net consideration from such Sale Transaction that such Dragged Member would have received if such aggregate net consideration had been distributed by the Company pursuant to Section 13.1; (ii) execute and deliver the applicable purchase agreement and/or other agreements or documents governing such Sale Transaction (the “Sale Transaction Documents”); provided, however, that no Dragged Member shall be required to confidential confidential -35- NY 72934447v9 (x) enter into any post-Apollo Holders shall sell their respective Equity Securities on closing non-compete, non-solicitation, non-interference or similar post-closing restrictive covenants (other than any confidentiality and/or non-use of confidential information obligations) in connection with such Sale Transaction, or (y) become liable for any indemnification obligations that exceed the terms and conditions net proceeds payable to such Dragged Member in connection with such Sale Transaction; (iii) use commercially reasonable efforts to obtain or make any consents or filings necessary to be obtained or made by such Dragged Member to effectuate such Sale Transaction; (iv) not (A) take any action that might impede, be prejudicial to or be inconsistent with, such Sale Transaction, (B) assert, at any time, any claim against the Company or any other Member (including any Selling Member) in connection with such Sale Transaction, or (C) disclose to any Person any information related to such Sale Transaction (including, without limitation, the fact that discussions or negotiations are taking place concerning such Sale Transaction, or any of the Drag-Along Transaction as set out in the notice and waive preemptive terms, conditions or other rights facts with respect thereto. All Non-Apollo Holders shall to such Sale Transaction); (v) take all necessary and or desirable actions reasonably requested by the Selling Members and/or the Company in connection with the consummation of the Drag-Along such Sale Transaction, including the execution (i) voting such Member’s Units, whether by proxy, voting agreement or otherwise, (A) in favor of such agreements Sale Transaction and (B) if applicable, in favor of a Corporate Conversion in connection with such instruments Sale Transaction and other actions reasonably necessary (ii) without limiting the provisions of Section 5.6, expressly waiving any appraisal, dissenters or similar rights; and (vi) if such Sale Transaction is structured as a Transfer of assets, approve any subsequent dissolution and liquidation of the Company or any of its Subsidiaries in connection therewith. (c) In the case of a Sale Transaction involving less than one hundred percent (100%) of the then-issued and outstanding Units, a portion of the Units held by the Dragged Members shall be sold or Transferred in such Sale Transaction, which portion shall correspond to the portion of the Units held by the Selling Members (1in the aggregate) provide that are proposed to be included in such Sale Transaction. (d) At the representations, warranties, indemnities, covenants, conditions, escrow agreements and other provisions and agreements relating to such Drag-Along closing of any Sale Transaction that is structured as a sale or other Transfer of Units in which the Selling Members have been negotiated by Apollo (subject to exercised their rights under this Section 9.6, each Dragged Member shall deliver at such closing, against payment of the purchase price therefor in accordance with the terms of this Agreementthe Sale Transaction Documents, certificates or other documentation (or other evidence thereof reasonably acceptable to the Third Party Purchaser) representing such Dragged Member’s Units to be sold, duly endorsed for transfer or accompanied by duly endorsed instruments of transfer, and (2) effectuate such other documents as are deemed reasonably necessary by the allocation and distribution Selling Members, the Third Party Purchaser and/or the Company for the proper transfer of such Units on the books of the aggregate consideration upon the Drag-Along Transaction as set forth below. In the event that the Shareholders are required to provide representations, warranties, covenants or indemnities in their individual capacity as selling shareholders in connection with a Drag-Along Transaction, such representations, warranties, covenants and indemnifications shall be limited to those concerning (1) brokers and finders, (2) title to Equity SecuritiesCompany, free of all liens and encumbrances (other than those arising under applicable securities laws), (3) authority, power and right to enter into and consummate the Drag-Along Transaction without violating any other material agreement (including any debt agreements), Applicable Law or Order, (4) the power and right of such Person and his, her or its Affiliates to enter into and consummate the Drag-Along Transaction without the consent clear of any governmental authority or Person, (5) the absence of any required consents to enter into and consummate the transaction and the absence of any registration requirements in connection therewith and (6) such other representations, warranties, covenants and indemnifications (including indemnification relating to breaches of representations, warranties or covenants of the Company and including any escrow or similar holdback to the extent the amount so escrowed or held back is pro rata among the Shareholders) as may reasonably be considered necessary and appropriate by Apollo in order to consummate such Drag-Along TransactionLiens. Each Shareholder’s liability under the definitive purchase agreement with respect to such Drag-Along Transaction will not exceed the total purchase price received by such Shareholder for its Equity Securities except for liability arising from fraud or knowing and intentional breach.confidential confidential

Drag-Along Transactions. (i) If Apollo the Investor has received (or has been deemed to have received) an GHK SCL Refusal Notice, Apollo the Investor shall be entitled, within 120 days thereafter, in connection with entering into a definitive agreement pursuant to Section 4(a)(v), to deliver to the Company and the Non-Apollo Investor Holders notice of a bona fide offer made by a third party to purchase all but not less than all of the Equity Securities held by the Investor Group and the other Non-Apollo Investor Holders for cash consideration (the “Drag-Along Transaction”), which notice shall include the name of the parties to the proposed Drag-Along Transaction, a summary of the material terms and conditions of the proposed Drag-Along Transaction negotiated by Apollothe Investor, the proposed cash purchase price and the material terms and conditions of payment of such cash purchase price contemplated by the proposed Drag-Along Transaction, and shall state that it desires the Company and all Non-Apollo Investor Holders, as applicable, to enter into definitive agreements with such bona fide third party or parties (the “Proposed Drag-Along Purchaser”) in connection with such Drag-Along Transaction. Following receipt of such notice, (A) all Non-Apollo Investor Holders and the Company (as applicable) shall consent to and raise no objections against the Drag-Along Transaction and (B) if the Drag-Along Transaction is structured as (1) an amalgamation, merger or consolidation of the Company, all Non-Apollo Investor Holders shall vote in favor of such amalgamation, merger or consolidation, waive any dissenter’s rights, appraisal rights or similar rights in connection with such amalgamation, merger or consolidation and instruct the Board to vote in favor of such Drag-Along Transaction and (2) if the Drag-Along Transaction is structured as a sale or issuance of shares of capital stock, all Non-Apollo Investor Holders shall sell their respective Equity Securities on the terms and conditions of the Drag-Along Transaction as set out in the notice and waive preemptive or other rights with respect thereto. All Non-Apollo Investor Holders shall take all necessary and desirable actions in connection with the consummation of the Drag-Along Transaction, including the execution of such agreements and such instruments and other actions reasonably necessary to (1) provide the representations, warranties, indemnities, covenants, conditions, escrow agreements and other provisions and agreements relating to such Drag-Along Transaction that have been negotiated by Apollo the Investor (subject to the terms of this Agreement) and (2) effectuate the allocation and distribution of the aggregate consideration upon the Drag-Along Transaction as set forth below. In the event that the Shareholders are required to provide representations, warranties, covenants or indemnities in their individual capacity as selling shareholders in connection with a Drag-Along Transaction, such representations, warranties, covenants and indemnifications shall be limited to those concerning (1) brokers and finders, (2) title to Equity Securities, free of all liens and encumbrances (other than those arising under applicable securities laws), (3) authority, power and right to enter into and consummate the Drag-Along Transaction without violating any other material agreement (including any debt agreements), Applicable Law or Order, (4) the power and right of such Person and his, her or its Affiliates to enter into and consummate the Drag-Along Transaction without the consent of any governmental authority or Person, (5) the absence of any required consents to enter into and consummate the transaction and the absence of any registration requirements in connection therewith and (6) such other representations, warranties, covenants and indemnifications (including indemnification relating to breaches of representations, warranties or covenants of the Company and including any escrow or similar holdback to the extent the amount so escrowed or held back is pro rata among the Shareholders) as may reasonably be considered necessary and appropriate by Apollo the Investor in order to consummate such Drag-Along Transaction. Each Shareholder’s liability under the definitive purchase agreement with respect to such Drag-Along Transaction will not exceed the total purchase price received by such Shareholder for its Equity Securities except for liability arising from fraud or knowing and intentional breach.