Common use of Drag Along Clause in Contracts

Drag Along. If (a) any person or entity makes a bona fide offer to acquire all or substantially all of the stock, assets or business of the Company, by merger, sale of assets or otherwise, (b) such transaction is approved by the Company’s Board of Directors (the “Board”) and (c) the holders of a majority of the outstanding shares of all classes of the Company’s preferred stock par value, par value $0.00001 per share (collectively, the “Requisite Parties”) consent in writing to such transaction (including by means of a proxy or stockholder consent voting in favor of such transaction), then the Subscriber shall be obligated to (i) vote all of his, her or its Securities and any other capital stock of the Company held by them, in favor of such transaction, to the extent any such vote is required for the consummation of such transaction, (ii) if applicable, sell, transfer or exchange all of his, her or its shares of capital stock of the Company in connection with such transaction on the terms consented to by the Board and Requisite Parties, and (iii) execute and deliver such instruments of sale, transfer and exchange and take such other action, including executing any purchase agreement, merger agreement, escrow agreement or related documents, as may be reasonably required by the Company in order to carry out the terms and provisions of this Section 7. At the closing of such transaction, the Subscriber shall deliver, against receipt of the consideration payable in such transaction, certificates representing the shares of capital stock of the Company which such party holds of record or beneficially, with all endorsements necessary for transfer. In the event that the Subscriber fails or refuses to comply with the provisions of this Section 6, the Company, the other holders of the Company’s capital stock and the purchaser in such transaction, at their option, may elect to proceed with such transaction notwithstanding such failure or refusal and, in such event and upon tender of the specified consideration to the Subscriber, the rights of the Subscriber with respect to the shares of capital stock of the Company held by such Subscriber shall cease.

Drag Along. 8.1 If at any time that is thirty-six (a36) any person months after May 27, 2015, the Approving Parties (as defined below) vote in favor of or entity makes a bona fide offer otherwise consent in writing to acquire sell or transfer all or substantially all of the stockshares, assets or business of the Company, by merger, sale Company in any transaction or a series of assets transactions that would qualify as a Liquidation Event and with the gross proceeds derived from such transactions being equal to or otherwise, greater than US$1,000,000,000 (b) such transaction is approved by the Company’s Board a “Change of Directors (the “BoardControl”) and (c) the holders of a majority of the outstanding shares of all classes of the Company’s preferred stock par value, par value $0.00001 per share (collectively, the “Requisite Parties”) consent in writing to such transaction (including by means of a proxy or stockholder consent voting in favor of such transaction), then the Subscriber Company shall be obligated to promptly notify each of the remaining shareholders of the Company (ithe “Remaining Shareholders”, including without limitation, each of the holders of Ordinary Shares and Preferred Shares who are not Approving Parties) in writing of such vote, consent or agreement and the material terms and conditions of such Change of Control, whereupon each Remaining Shareholder shall, in accordance with instructions received from the Company (the “Drag Along Instructions”), vote all of his, her or its Securities and any other capital stock of the Company held by them, in favor of such transaction, to the extent any such vote is required for the consummation of such transaction, (ii) if applicable, sell, transfer or exchange all of his, her or its shares of capital stock voting securities of the Company in connection with favor of, otherwise consent in writing to, or otherwise sell or transfer all of their shares in such transaction Change of Control (including without limitation tendering original share certificates for transfer, signing and delivering share transfer certificates, share sale or exchange agreements, and certificates of indemnity relating to any shares in the capital of the Company in the event that such Remaining Shareholder has lost or misplaced the relevant share certificate) on the same terms consented and conditions as were agreed to by the Board and Requisite Approving Parties, provided, however, that such terms and (iii) execute and deliver such instruments of sale, transfer and exchange and take such other actionconditions, including executing with respect to price paid or received per share, may differ between the Ordinary Shares and the Preferred Shares (including without any purchase agreementlimitation, merger agreement, escrow agreement or related documents, as may be reasonably required by the Company in order to carry out reflect any liquidation preference of the terms Preferred Shares and provisions participation rights of the Preferred Shares). For purpose of this Section 7. At the closing of such transaction8.1, the Subscriber shall deliver, against receipt of the consideration payable in such transaction, certificates representing the shares of capital stock of the Company which such party holds of record or beneficially, with all endorsements necessary for transfer. In the event that the Subscriber fails or refuses to comply with the provisions of this Section 6, the Company, the other holders of the Company’s capital stock and the purchaser in such transaction, at their option, may elect to proceed with such transaction notwithstanding such failure or refusal and, in such event and upon tender of the specified consideration to the Subscriber, the rights of the Subscriber with respect to the shares of capital stock of the Company held by such Subscriber shall cease.“

Drag Along. 8.1 If the Approving Shareholders (aas defined below) any person vote in favor of or entity makes a bona fide offer otherwise consent in writing to acquire (i) sell or transfer all or substantially all of the stockshares, assets or business of the CompanyCompany in any transaction or a series of transactions, by merger, sale including without limitation any Liquidation Event (a “Change of assets or otherwise, (b) such transaction is approved by the Company’s Board of Directors (the “BoardControl”) and or (cii) the holders of a majority of the outstanding shares of all classes of the Company’s preferred stock par value, par value $0.00001 per share (collectively, the “Requisite Parties”) consent in writing to such proposed initial public offering or financing transaction (including by means of a proxy or stockholder consent voting in favor of such transaction“Approved Transaction”), then the Subscriber Company shall be obligated to promptly notify each of the remaining shareholders of the Company (ithe “Remaining Shareholders”, including without limitation, each of the holders of Ordinary Shares and Preferred Shares) in writing of such vote, consent and/or agreement and the material terms and conditions of such Change of Control or Approved Transaction, whereupon each Remaining Shareholder shall, in accordance with instructions received from the Company (the “Drag Along Instructions”), vote all of his, her or its Securities and any other capital stock of the Company held by them, in favor of such transaction, to the extent any such vote is required for the consummation of such transaction, (ii) if applicable, sell, transfer or exchange all of his, her or its shares of capital stock voting securities of the Company in connection with favor of, otherwise consent in writing to, and/or otherwise sell or transfer all of their shares in such transaction Change of Control (including without limitation tendering original share certificates for transfer, signing and delivering share transfer certificates, share sale or exchange agreements, and certificates of indemnity relating to any shares in the capital of the Company in the event that such Remaining Shareholder has lost or misplaced the relevant share certificate) on the same terms consented and conditions as were agreed to by the Board Approving Shareholders, provided, however, that such terms and Requisite Parties, and (iii) execute and deliver such instruments of sale, transfer and exchange and take such other actionconditions, including executing any purchase agreementwith respect to price paid or received per share, merger agreementmay differ between the Ordinary Shares, escrow agreement or related documentsSeries A Shares, as may be reasonably required by Series B Shares and the Company Series C Preferred Shares in order to carry out reflect any liquidation preference of the terms and provisions Series C Preferred Shares. For purpose of this Section 7. At the closing of such transaction8.1, the Subscriber shall deliver, against receipt of the consideration payable in such transaction, certificates representing the shares of capital stock of the Company which such party holds of record or beneficially, with all endorsements necessary for transfer. In the event that the Subscriber fails or refuses to comply with the provisions of this Section 6, the Company, the other holders of the Company’s capital stock and the purchaser in such transaction, at their option, may elect to proceed with such transaction notwithstanding such failure or refusal and, in such event and upon tender of the specified consideration to the Subscriber, the rights of the Subscriber with respect to the shares of capital stock of the Company held by such Subscriber shall cease.“

Drag Along. If (a) If one or more Sponsor Holders elect to Transfer to any person Person or entity makes Persons in a bona fide offer to acquire all arms’-length transaction or substantially all series of related transactions more than 50% of the stocktotal number of outstanding Class A Units held by the Sponsor Holders, assets or business pursuant to which each holder of Class A Units receives the consideration in accordance with Section 6(d) of this Exhibit B (a “Sale Event”), then, upon ten (10) Business Days written notice from the Sponsor Holders to the holders of Class B Units, which notice shall include reasonable details of the Companyproposed Transfer, by mergerincluding the proposed time and place of closing, sale the consideration to be received and the percentage of assets or otherwise, (b) such transaction is approved by the Company’s Board of Directors Sponsor Holders’ Class A Units to be Transferred (the “BoardSale Request”) and (c) the holders of a majority of the outstanding shares of all classes of the Company’s preferred stock par value, par value $0.00001 per share (collectively, the “Requisite Parties”) consent in writing to such transaction (including by means of a proxy or stockholder consent voting in favor of such transaction), then the Subscriber each holder of Class B Units shall be obligated to to, and shall (i) vote Transfer and deliver, or cause to be Transferred and delivered, to such Person the same percentage of Class B Units as the percentage of Class A Units the Sponsor Holders are Transferring in the same transaction at the closing thereof (and will deliver certificates for all of hissuch Units, her or its Securities if any and as applicable, at the closing, free and clear of all Claims and Encumbrances, together with unit powers duly endorsed); (ii) execute, deliver and agree to be bound by the terms of any agreement for the Transfer of such Class B Units and any other capital stock of the Company held by themagreement, in favor of instrument or certificates necessary to effectuate such transactionTransfer; provided, however, that, notwithstanding anything herein to the extent any such vote is required for the consummation of such transactioncontrary, (ii) if applicable, sell, transfer or exchange all of his, her or its shares of capital stock of the Company in connection with such transaction on the terms consented any Transfer pursuant to by the Board and Requisite Parties, and (iii) execute and deliver such instruments of sale, transfer and exchange and take such other action, including executing any purchase agreement, merger agreement, escrow agreement or related documents, as may be reasonably required by the Company in order to carry out the terms and provisions of this Section 7. At the closing of such transaction, the Subscriber shall deliver, against receipt of the consideration payable in such transaction, certificates representing the shares of capital stock of the Company which such party holds of record or beneficially, with all endorsements necessary for transfer. In the event that the Subscriber fails or refuses to comply with the provisions of this Section 6, the Companyrepresentations and warranties to be made by each holder of Class B Units in such agreement shall be limited to matters that specifically relate to such holder such as due organization and authorization, no violation, title and ownership and investor status, and each holder shall have no obligation to make representations and warranties as to the Company or others; and provided, further, that each holder of Class B Units may be required to indemnify the Transferee on a several basis on terms no less favorable than the indemnification provided by the Sponsor Holders to the Transferee, which such indemnification liability for all matters other holders than unit title and ownership shall not exceed the value of the Company’s capital stock and the purchaser consideration received by each holder of Class B Units in such transaction, at their option, may elect to proceed connection with such transaction notwithstanding such failure or refusal and, in such event and upon tender of the specified consideration to the Subscriber, the rights of the Subscriber with respect to the shares of capital stock of the Company held by such Subscriber shall ceaseTransfer.

Drag Along. If at any time CBC Acquisition proposes to Transfer, directly or indirectly, fifty percent (50%) or more of its Membership Interests in the Company to a prospective purchaser in one or more series of related transactions other than to an Affiliate of Asta, and such Transfer is approved to the extent required under Section 6.05(b)(iii), CBC Acquisition shall, at least ten (10) business days prior to the closing of the Transfer, have the right to give notice to all of the other Members (specifying the identity of the prospective purchaser, the proposed purchase price, the scheduled date of the closing, and all other relevant material information), and in such event, each of the other Members shall also sell to the proposed purchaser, simultaneously with the sale by CBC Acquisition and on the same terms and conditions as CBC Acquisition, all of their respective Membership Interests in the Company. Upon request of CBC Acquisition or the prospective purchaser, each of the other Members shall execute and deliver a definitive purchase and sale agreement, in substantially the same form and substance as the definitive agreement executed and delivered by CBC Acquisition; provided, however, (a) any person or entity makes a bona fide offer indemnification obligation of any Member in connection with the sale shall be several and not joint and shall be limited to acquire all or substantially all of the stock, assets or business of gross proceeds received by that Member in the Company, by merger, sale of assets or otherwise, and (b) such transaction is approved by Member shall only be obligated to make such representations and warranties in connection with the Company’s Board of Directors sale as to itself (as opposed to the “Board”) business and (c) the holders of a majority of the outstanding shares of all classes condition of the Company’s preferred stock par value, par value $0.00001 per share (collectively, the “Requisite Parties”) consent in writing to as are customary for such transaction (including by means of a proxy or stockholder consent voting in favor of such transaction), then the Subscriber shall be obligated to (i) vote all of his, her or its Securities and any other capital stock of the Company held by them, in favor of such transaction, to the extent transactions. If any such vote is required for the consummation of such transaction, (ii) if applicable, sell, transfer or exchange all of his, her or its shares of capital stock of the Company in connection with such transaction on the terms consented Member shall fail to by the Board and Requisite Parties, and (iii) execute and deliver such instruments of sale, transfer and exchange and take such other action, including executing any purchase definitive agreement, merger agreementCBC Acquisition shall have a power of attorney (which may be relied upon by the purchaser(s) in any such sale) and for that purpose the Member, escrow without any further action or deed, shall be deemed to have appointed CBC Acquisition as the Member’s agent and attorney-in-fact, with full power of substitution, for the purpose of executing and delivering the definitive agreement or related documents, in the name and on behalf of the Member and performing all such action as may be reasonably required by necessary or appropriate to consummate the Company in order to carry out the terms and provisions of this Section 7. At the closing of such transaction, the Subscriber shall deliver, against receipt sale of the consideration payable in such transaction, certificates representing the shares of capital stock of the Company which such party holds of record or beneficially, with all endorsements necessary for transfer. In the event Member’s interest pursuant to that the Subscriber fails or refuses to comply with the provisions of this Section 6, the Company, the other holders of the Company’s capital stock and the purchaser in such transaction, at their option, may elect to proceed with such transaction notwithstanding such failure or refusal and, in such event and upon tender of the specified consideration to the Subscriber, the rights of the Subscriber with respect to the shares of capital stock of the Company held by such Subscriber shall ceaseagreement.

Drag Along. If (a) any person or entity makes a bona fide offer to acquire all or substantially all The Charterhouse Parties shall, promptly following the effectiveness of the stock, assets or business of the Company, by merger, sale of assets or otherwise, Registration Statement (band in any event no later than five (5) Business Days after such transaction is approved by the Company’s Board of Directors effectiveness): (the “Board”i) and (c) cause the holders of a majority of the outstanding shares of all classes Existing Company Shares, which holders, together with the Supporting Company Holders, shall be sufficient to constitute the Vendor Shareholders (as defined in the Existing Company Articles), to deliver to (A) the SPAC and the Company a duly executed Joinder Agreement and a duly executed Election Agreement and (B) the Exchange Agent, such Election Form and, if applicable, properly completed stock transfer form(s), in each case in respect of the Company’s preferred stock par valueExisting Company Shares and Loan Notes held by such holder; and (ii) cause the applicable Vendor Shareholders to provide a Drag Along Notice to the Called Shareholders, par value $0.00001 per share (collectively, with such notice to contain such information as is required by and to be served in accordance with the “Requisite Parties”) consent in writing to such transaction (including by means of a proxy or stockholder consent voting in favor of such transaction), then Existing Company Articles. To the Subscriber shall be obligated to extent (i) vote all any Existing Company Shares and/or Loan Notes are transferred to any third party other than pursuant to the terms of histhis Agreement or (ii) any securities (including any shares, her voting securities or its Securities and any other loan capital) are issued in the capital stock of the Company held or any of its Subsidiaries during the Interim Period, the Charterhouse Parties shall cause the Vendor Shareholders to provide a Drag Along Notice, with such notice to contain such information as is required by them, and to be served in favor of such transactionaccordance with the Existing Company Articles, to the extent any such vote is required for the consummation and all owners of such transaction, (ii) if applicable, sell, transfer share or exchange all of his, her or its shares of loan capital stock of the Company or any of its Subsidiaries from time to time as soon as reasonably practicable (and in connection with such transaction on the terms consented to by the Board and Requisite Parties, and any event no later than five (iii5) execute and deliver such instruments of sale, transfer and exchange and take such other action, including executing any purchase agreement, merger agreement, escrow agreement or related documents, as may be reasonably required by the Company in order to carry out the terms and provisions of this Section 7. At the closing of such transaction, the Subscriber shall deliver, against receipt of the consideration payable in such transaction, certificates representing the shares of capital stock of the Company which such party holds of record or beneficially, with all endorsements necessary for transfer. In the event that the Subscriber fails or refuses to comply with the provisions of this Section 6, the Company, the other holders of the Company’s capital stock and the purchaser in such transaction, at their option, may elect to proceed with such transaction notwithstanding such failure or refusal and, in such event and upon tender of the specified consideration Business Days prior to the Subscriber, the rights of the Subscriber with respect to the shares of capital stock of the Company held by such Subscriber shall ceaseClosing Date).

Drag Along. (i) If (aA) any person or entity makes a bona fide offer to acquire all or substantially all Sale Transaction is approved by the Board of the stock, assets or business Directors of the Company, the Majority Founders and STI and (B) if such Sale Transaction is an Alternative Transaction, the Company shall have obtained the written consent of the Requisite Holders with respect thereto in accordance with Section 4(u)(ii) of the Securities Purchase Agreement, then, upon the receipt of notice from the Majority Founders and STI that they wish to invoke the drag-along rights provided in this Section 13(c) (a “Sale Notice”), the Holder shall (a) vote, or act by mergerwritten consent with respect to, sale all of assets or otherwisethe Holder’s Converted Stock in favor of, and raise no objections against, such Sale Transaction, and (b) if the Sale Transaction is structured as a sale of outstanding stock, sell or otherwise dispose of pursuant to such transaction is approved Sale Transaction that number of shares of Converted Stock owned by the Company’s Board Holder as of Directors the date of the Sale Notice as shall equal the product of (I) a fraction, the “Board”) numerator of which is the number of shares of Capital Stock proposed to be transferred by the Founders and STI as of the date of the Sale Notice, and the denominator of which is the aggregate number of shares of Capital Stock owned as of the date of such Sale Notice by the Founders and STI, multiplied by (cII) the holders number of a majority shares of Converted Stock owned as of the outstanding shares of all classes of the Company’s preferred stock par value, par value $0.00001 per share (collectively, the “Requisite Parties”) consent in writing to such transaction (including by means of a proxy or stockholder consent voting in favor date of such transaction), then the Subscriber shall be obligated to (i) vote all of his, her or its Securities and any other capital stock of the Company held by them, in favor of such transaction, to the extent any such vote is required for the consummation of such transaction, (ii) if applicable, sell, transfer or exchange all of his, her or its shares of capital stock of the Company in connection with such transaction on the terms consented to Sale Notice by the Board and Requisite Parties, and (iii) execute and deliver such instruments of sale, transfer and exchange and take such other action, including executing any purchase agreement, merger agreement, escrow agreement or related documents, as may be reasonably required by the Company in order to carry out the terms and provisions Holder. For purposes of this Section 7. At the closing 13(c), all numbers of such transaction, the Subscriber shall deliver, against receipt of the consideration payable in such transaction, certificates representing the shares of capital stock of the Company which such party holds of record or beneficially, with all endorsements necessary for transfer. In the event that the Subscriber fails or refuses to comply with the provisions of this Section 6, the Company, the other holders of the Company’s capital stock and the purchaser in such transaction, at their option, may elect to proceed with such transaction notwithstanding such failure or refusal and, in such event and upon tender of the specified consideration to the Subscriber, the rights of the Subscriber with respect to the shares of capital stock of the Company held by such Subscriber Capital Stock shall ceasebe calculated on a Common Stock-equivalent basis.