Common use of Dragalong Clause in Contracts

Dragalong. If Stockholders holding at least a majority of Common Stock Equivalents at the time held by the Stockholders (the "Dragalong Group") determine to sell or exchange (in a sale or exchange of securities of the Company or in a merger, consolidation or other business combination or any similar transaction) in one or a series of bona fide arms-length transactions to an unrelated and unaffiliated Third party fifty percent (50%) or more of the Subject Securities at the time held by them (the actual percentage of the total number of Subject Securities held by the Dragalong Group represented by the Subject Securities determined to be so sold or exchanged being referred to as the "Dragalong Percentage"), then, upon 30 days' written notice from the Dragalong Group to the other Stockholders, which notice shall include reasonable details of the proposed sale or exchange including the proposed time and place of closing and the consideration to be received by the Dragalong Group (such notice being referred to as the "Sale Request"), each other Stockholder shall be obligated to, and shall, (i) sell, transfer and deliver, or cause to be sold, transferred and delivered, to such Third Party the Dragalong Percentage of the Subject Securities at the time held by such Stockholder, in the same transaction at the closing thereof and shall (A) execute and deliver such agreements for the purchase of such Subject Securities and other agreements, instruments and certificates as the members of the Dragalong Group shall execute and deliver in connection with such proposed transaction and (B) deliver certificates and/or other instruments representing all of such Stockholder's Subject Securities, together with stock or other appropriate powers therefor duly executed, at the closing, free and clear of all claims, liens and encumbrances), and each Stockholder shall receive upon the closing of such transaction the same per share consideration to be paid or delivered by the proposed transferee in respect of such Stockholder's Subject Securities as shall be payable to the members of the Dragalong Group in respect of their Subject Securities, and (ii) if stockholder approval of the transaction is required, vote such Stockholder's Common Stock in favor thereof.

Dragalong. (a) If Stockholders holding at least a majority of Common Stock Equivalents at the time held by the Stockholders JWC Holders (the "Dragalong GroupDRAGALONG GROUP") determine to sell or exchange (in a sale or exchange of securities of the Company or in a merger, consolidation or other business combination or any similar transaction) in one or a series of related bona fide arms-length transactions to an unrelated and unaffiliated Third party fifty percent (Party and not pursuant to a Permitted Transfer, at least 50%) or more % of the Subject Securities (which defined term shall, for purposes of this Section 2.4 only, include all Subject Securities regardless of vesting or exercisability) at the time held by them (the actual percentage of the total number of Subject Securities held by the Dragalong Group represented by the Subject Securities determined to be so sold or exchanged being referred to as the "Dragalong Percentage")JWC Holders, then, then upon 30 10 days' written notice from the Dragalong Group to the other Stockholders, which notice shall include reasonable details and all material terms of the proposed sale or exchange exchange, including the proposed time and place of closing and the form and amount of consideration to be received by the Dragalong Group Stockholders (such notice being referred to as the "Sale RequestSALE REQUEST"), each other Stockholder shall be obligated to, and shall, (i) sell, transfer and deliver, or cause to be sold, transferred and delivered, to such Third Party the Dragalong Percentage proportion of the such Stockholder's Subject Securities at as is being sold by the time held by such Stockholder, JWC Holders in the same transaction at the closing thereof (and shall (A) execute and deliver such agreements for the purchase of such Subject Securities and other agreements, instruments and certificates as the members of the Dragalong Group shall execute and deliver in connection with such proposed transaction and (B) deliver certificates and/or other instruments representing all the proportion of such Stockholder's Subject SecuritiesSecurities being sold, together with stock or other appropriate powers therefor therefore duly executed, at the closing, free and clear of all claims, liens and encumbrancesLiens), and each Stockholder shall receive upon the closing of such transaction the same per share pro rata portion (as defined below) of the consideration to be paid or delivered by the proposed transferee in respect of such Stockholder's Subject Securities as shall be payable to the members of the Dragalong Group in respect of their Subject SecuritiesSecurities (in the case of Options, warrants or other Common Stock Equivalents, subject to subtraction of the exercise price) and (ii) if stockholder approval of the transaction is required, vote such Stockholder's Common Stock in favor thereof. The "PRO RATA PORTION" of each Stockholder shall be the number of Subject Securities issued to and owned by such Stockholder multiplied by a fraction, the numerator of which shall be the number of Subject Securities the JWC Holders wish to Transfer, and the denominator of which shall be the aggregate number of Subject Securities issued to or beneficially owned by the JWC Holders participating in the sale. (b) Each Stockholder shall be severally obligated to join on a pro rata basis (based on such Stockholder's pro rata share of the net proceeds paid by such Third Party) in an indemnification that is to be provided in connection with such Sale, other than any such indemnification that relates specifically to a particular Stockholder; provided that no Stockholder shall be obligated in connection with such Sale to agree to indemnify or hold harmless the Third Party with respect to an amount in excess of the net cash proceeds paid to such Stockholder in connection with such Sale. All Stockholders will bear their pro rata share of the costs and expenses incurred in connection with such Sale to the extent such costs are incurred for the benefit of all Stockholders and are not otherwise paid by the Company to the Third Party. (c) Each Stockholder agrees that, in such Stockholder's capacity as a stockholder of the Company, such Stockholder shall, including pursuant to Section 2.4(a) hereof, vote, or grant proxies relating to the Common Stock at the time held by such Stockholder to vote, all of such Stockholder's Common Stock in favor of any sale or exchange of securities of the Company or any merger, consolidation, recapitalization, reorganization or other business combination or any similar transaction, including pursuant to Section 2.4(a) hereof, if, and to the extent that, approval of the Company's stockholders is required in order to effect such transaction. (d) If, at the end of 90 days following the receipt by the Stockholders of a Sale Request, the Dragalong Group has not completed the sale, (i) each Stockholder shall be released from its obligation under the Sale Request, (ii) the Dragalong Group shall return to each Stockholder all certificates evidencing unsold Subject Securities and all related powers of attorney and instruments of transfer, if any, and (iii) it shall be necessary for a new and separate Sale Request to be furnished and the terms and provisions of this Section 2.4 to be separately complied with in order to consummate such sale pursuant to this Section 2.4, unless the failure to complete such sale resulted from any failure by any Stockholder to comply in any material respect with the terms of this Section 2.4.

Dragalong. (a) If Stockholders holding at least a majority of Common Stock Equivalents at the time held by the Stockholders JWC Holders (the "Dragalong Group") determine to sell or exchange (in a sale or exchange of securities of the Company or in a merger, consolidation or other business combination or any similar transaction) in one or a series of related bona fide arms-length transactions to an unrelated and unaffiliated Third party fifty percent (Party and not pursuant to a Permitted Transfer, at least 50%) or more % of the Subject Securities (which defined term shall, for purposes of this Section 2.4 only, include all Subject Securities regardless of vesting or exercisability) at the time held by them (the actual percentage of the total number of Subject Securities held by the Dragalong Group represented by the Subject Securities determined to be so sold or exchanged being referred to as the "Dragalong Percentage")JWC Holders, then, then upon 30 10 days' written notice from the Dragalong Group to the other Stockholders, which notice shall include reasonable details and all material terms of the proposed sale or exchange exchange, including the proposed time and place of closing and the form and amount of consideration to be received by the Dragalong Group Stockholders (such notice being referred to as the "Sale Request"), each other Stockholder shall be obligated to, and shall, (i) sell, transfer and deliver, or cause to be sold, transferred and delivered, to such Third Party the Dragalong Percentage proportion of the such Stockholder's Subject Securities at as is being sold by the time held by such Stockholder, JWC Holders in the same transaction at the closing thereof (and shall (A) execute and deliver such agreements for the purchase of such Subject Securities and other agreements, instruments and certificates as the members of the Dragalong Group shall execute and deliver in connection with such proposed transaction and (B) deliver certificates and/or other instruments representing all the proportion of such Stockholder's Subject SecuritiesSecurities being sold, together with stock or other appropriate powers therefor therefore duly executed, at the closing, free and clear of all claims, liens and encumbrancesLiens), and each Stockholder shall receive upon the closing of such transaction the same per share pro rata portion (as defined below) of the consideration to be paid or delivered by the proposed transferee in respect of such Stockholder's Subject Securities as shall be payable to the members of the Dragalong Group in respect of their Subject SecuritiesSecurities (in the case of Options, warrants or other Common Stock Equivalents, subject to subtraction of the exercise price) and (ii) if stockholder approval of the transaction is required, vote such Stockholder's Common Stock in favor thereof. The "pro rata portion" of each Stockholder shall be the number of Subject Securities issued to and owned by such Stockholder multiplied by a fraction, the numerator of which shall be the number of Subject Securities the JWC Holders wish to Transfer, and the denominator of which shall be the aggregate number of Subject Securities issued to or beneficially owned by the JWC Holders participating in the sale. (b) Each Stockholder shall be severally obligated to join on a pro rata basis (based on such Stockholder's pro rata share of the net proceeds paid by such Third Party) in an indemnification that is to be provided in connection with such Sale, other than any such indemnification that relates specifically to a particular Stockholder; provided that no Stockholder shall be obligated in connection with such Sale to agree to indemnify or hold harmless the Third Party with respect to an amount in excess of the net cash proceeds paid to such Stockholder in connection with such Sale. All Stockholders will bear their pro rata share of the costs and expenses incurred in connection with such Sale to the extent such costs are incurred for the benefit of all Stockholders and are not otherwise paid by the Company to the Third Party. (c) Each Stockholder agrees that, in such Stockholder's capacity as a stockholder of the Company, such Stockholder shall, including pursuant to Section 2.4(a) hereof, vote, or grant proxies relating to the Common Stock at the time held by such Stockholder to vote, all of such Stockholder's Common Stock in favor of any sale or exchange of securities of the Company or any merger, consolidation, recapitalization, reorganization or other business combination or any similar transaction, including pursuant to Section 2.4(a) hereof, if, and to the extent that, approval of the Company's stockholders is required in order to effect such transaction. (d) If, at the end of 90 days following the receipt by the Stockholders of a Sale Request, the Dragalong Group has not completed the sale, (i) each Stockholder shall be released from its obligation under the Sale Request, (ii) the Dragalong Group shall return to each Stockholder all certificates evidencing unsold Subject Securities and all related powers of attorney and instruments of transfer, if any, and (iii) it shall be necessary for a new and separate Sale Request to be furnished and the terms and provisions of this Section 2.4 to be separately complied with in order to consummate such sale pursuant to this Section 2.4, unless the failure to complete such sale resulted from any failure by any Stockholder to comply in any material respect with the terms of this Section 2.4.

Dragalong. (a) If Stockholders holding at least a majority of Common Stock Equivalents at the time held by the Stockholders (the "Dragalong Group") determine to sell or exchange (in a sale or exchange of securities of the Company or in a merger, consolidation or other business combination or any similar transaction) in one or a series of bona fide arms-length transactions to an unrelated and unaffiliated Third party fifty percent (50%) or more of the Subject Securities at the time held by them (the actual percentage of the total number of Subject Securities held by the Dragalong Group represented by the Subject Securities determined to be so sold or exchanged being referred to as the "Dragalong Percentage"), then, upon 30 days' written notice from the Dragalong Group to the other Stockholders, which notice shall include reasonable details of the proposed sale or exchange including the proposed time and place of closing and the consideration to be received by the Dragalong Group (such notice being referred to as the "Sale Request"), each other Stockholder shall be obligated obli- gated to, and shall, (i) sell, transfer and deliver, or cause to be sold, transferred and delivered, to such Third Party the Dragalong Percentage of the Subject Securities at the time held by such Stockholder, in the same transaction at the closing thereof and shall (A) execute and deliver such agreements for the purchase of such Subject Securities and other agreements, instruments and certificates as the members of the Dragalong Group shall execute and deliver in connection with such proposed transaction and (B) deliver certificates and/or other instruments representing all of such Stockholder's Subject Securities, together with stock or other appropriate powers therefor duly executed, at the closing, free and clear of all claims, liens and encumbrances), and each Stockholder shall receive upon the closing of such transaction the same per share consideration to be paid or delivered by the proposed transferee in respect of such Stockholder's Subject Securities as shall be payable to the members of the Dragalong Group in respect of their Subject Securities, and (ii) if stockholder approval of the transaction is required, vote such Stockholder's Common Stock in favor thereof. (b) The provisions of this Section 2.5 shall not apply to any Transfer (i) pursuant to a Public Offering or (ii) pursuant to a Permitted Transfer.

Dragalong. (a) If Stockholders holding at least a majority of Common Stock Equivalents at the time held by the Stockholders (the "Dragalong Group") determine to sell or exchange (in a sale or exchange of securities of the Company or in a merger, consolidation or other business combination or any similar transaction) in one or a series of bona fide arms-length transactions to an unrelated and unaffiliated Third party fifty percent (50%) or more of the Subject Securities at the time held by them (the actual percentage of the total number of Subject Securities held by the Dragalong Group represented by the Subject Securities determined to be so sold or exchanged being referred to as the "Dragalong Percentage"), then, upon 30 days' written notice from the Dragalong Group to the other Stockholders, which notice shall include reasonable details of the proposed sale or exchange including the proposed time and place of closing and the consideration to be received by the Dragalong Group (such notice being referred to as the "Sale Request"), each other Stockholder shall be obligated to, and shall, (i) sell, transfer and deliver, or cause to be sold, transferred and delivered, to such Third Party the Dragalong Percentage of the Subject Securities at the time held by such Stockholder, in the same transaction at the closing thereof and shall (A) execute and deliver such agreements for the purchase of such Subject Securities and other agreements, instruments and certificates as the members of the Dragalong Group shall execute and deliver in connection with such proposed transaction and (B) deliver certificates and/or other instruments representing all of such Stockholder's Subject Securities, together with stock or other appropriate powers therefor duly executed, at the closing, free and clear of all claims, liens and encumbrances), and each Stockholder shall receive upon the closing of such transaction the same per share consideration to be paid or delivered by the proposed transferee in respect of such Stockholder's Subject Securities as shall be payable to the members of the Dragalong Group in respect of their Subject Securities, and (ii) if stockholder approval of the transaction is required, vote such Stockholder's Common Stock in favor thereof. (b) The provisions of this Section 2.5 shall not apply to any Transfer (i) pursuant to a Public Offering or (ii) pursuant to a Permitted Transfer.

Dragalong. (a) If Stockholders holding at least a majority of Common Stock Equivalents at the time held by the Stockholders JWC Holders (the "“Dragalong Group"”) determine to sell or exchange (in a sale or exchange of securities of the Company or in a merger, consolidation or other business combination or any similar transaction) in one or a series of related bona fide arms-length transactions to an unrelated and unaffiliated Third party fifty percent (Party and not pursuant to a Permitted Transfer, at least 50%) or more % of the Subject Securities (which defined term shall, for purposes of this Section 2.4 only, include all Subject Securities regardless of vesting or exercisability) at the time held by them (the actual percentage of the total number of Subject Securities held by the Dragalong Group represented by the Subject Securities determined to be so sold or exchanged being referred to as the "Dragalong Percentage")JWC Holders, then, then upon 30 10 days' ’ written notice from the Dragalong Group to the other Stockholders, which notice shall include reasonable details and all material terms of the proposed sale or exchange exchange, including the proposed time and place of closing and the form and amount of consideration to be received by the Dragalong Group Stockholders (such notice being referred to as the "“Sale Request"”), each other Stockholder shall be obligated to, and shall, (i) sell, transfer and deliver, or cause to be sold, transferred and delivered, to such Third Party the Dragalong Percentage proportion of the such Stockholder’s Subject Securities at as is being sold by the time held by such Stockholder, JWC Holders in the same transaction at the closing thereof (and shall (A) execute and deliver such agreements for the purchase of such Subject Securities and other agreements, instruments and certificates as the members of the Dragalong Group shall execute and deliver in connection with such proposed transaction and (B) deliver certificates and/or other instruments representing all the proportion of such Stockholder's ’s Subject SecuritiesSecurities being sold, together with stock or other appropriate powers therefor therefore duly executed, at the closing, free and clear of all claims, liens and encumbrancesLiens), and each Stockholder shall receive upon the closing of such transaction the same per share pro rata portion (as defined below) of the consideration to be paid or delivered by the proposed transferee in respect of such Stockholder's ’s Subject Securities as shall be payable to the members of the Dragalong Group in respect of their Subject SecuritiesSecurities (in the case of Options, warrants or other Common Stock Equivalents, subject to subtraction of the exercise price) and (ii) if stockholder approval of the transaction is required, vote such Stockholder's ’s Common Stock in favor thereof. The “pro rata portion” of each Stockholder shall be the number of Subject Securities issued to and owned by such Stockholder multiplied by a fraction, the numerator of which shall be the number of Subject Securities the JWC Holders wish to Transfer, and the denominator of which shall be the aggregate number of Subject Securities issued to or beneficially owned by the JWC Holders participating in the sale. (b) Each Stockholder shall be severally obligated to join on a pro rata basis (based on such Stockholder’s pro rata share of the net proceeds paid by such Third Party) in an indemnification that is to be provided in connection with such Sale, other than any such indemnification that relates specifically to a particular Stockholder; provided that no Stockholder shall be obligated in connection with such Sale to agree to indemnify or hold harmless the Third Party with respect to an amount in excess of the net cash proceeds paid to such Stockholder in connection with such Sale. All Stockholders will bear their pro rata share of the costs and expenses incurred in connection with such Sale to the extent such costs are incurred for the benefit of all Stockholders and are not otherwise paid by the Company to the Third Party. (c) Each Stockholder agrees that, in such Stockholder’s capacity as a stockholder of the Company, such Stockholder shall, including pursuant to Section 2.4(a) hereof, vote, or grant proxies relating to the Common Stock at the time held by such Stockholder to vote, all of such Stockholder’s Common Stock in favor of any sale or exchange of securities of the Company or any merger, consolidation, recapitalization, reorganization or other business combination or any similar transaction, including pursuant to Section 2.4(a) hereof, if, and to the extent that, approval of the Company’s stockholders is required in order to effect such transaction. (d) If, at the end of 90 days following the receipt by the Stockholders of a Sale Request, the Dragalong Group has not completed the sale, (i) each Stockholder shall be released from its obligation under the Sale Request, (ii) the Dragalong Group shall return to each Stockholder all certificates evidencing unsold Subject Securities and all related powers of attorney and instruments of transfer, if any, and (iii) it shall be necessary for a new and separate Sale Request to be furnished and the terms and provisions of this Section 2.4 to be separately complied with in order to consummate such sale pursuant to this Section 2.4, unless the failure to complete such sale resulted from any failure by any Stockholder to comply in any material respect with the terms of this Section 2.4.

Dragalong. If Stockholders (a) If, at the time a Sale Request (as hereinafter defined) is given, both (i) the JWC Holders hold more Common Stock Equivalents than the UBS Holders and (ii) JWC Holders holding at least a majority of Common Stock Equivalents at the time held by the Stockholders such JWC Holders (the "Dragalong Group") determine to sell or exchange (in a sale or exchange of securities of the Company or in a merger, consolidation or other business combination or any similar transaction) ), in one or a series of bona fide arms-length transactions to an unrelated and unaffiliated Third party Party fifty percent (50%) or more of the Subject Securities at the time held by them (the actual percentage of the total number of Subject Securities held by the Dragalong Group represented by the Subject Securities determined to be so sold or exchanged being referred to as the "Dragalong Percentage"), then, upon 30 days' prior written notice from the Dragalong Group to the other Stockholders, which notice shall include reasonable details of the proposed sale or exchange including the proposed time and place of closing and the consideration to be received by the Dragalong Group Stockholders (such notice being referred to as the "Sale Request"), each other Stockholder shall be obligated to, and shall, (i) sell, transfer and deliver, or cause to be sold, transferred and delivered, to such Third Party the Dragalong Percentage an equivalent percentage of the such Stockholder's Subject Securities at the time held by such Stockholder, in the same transaction at the closing thereof and shall (A) execute and deliver such agreements for the purchase of such Subject Securities and other agreements, instruments and certificates as the members of the Dragalong Group shall execute and deliver in connection with such proposed transaction (provided that no Holder shall be required to make any representations or warranties in connection with such sale or transfer other than representations and warranties as to (x) such Holder's ownership of his or its Subject Securities to be sold or transferred free and clear of all liens, claims, and encumbrances, (y) such Holder's power and authority to effect such transfer and (z) such matters pertaining to compliance with securities laws as the transferee may reasonably require) and (B) deliver certificates and/or other instruments representing all such percentage of such Stockholder's Subject Securities, together with stock or other appropriate powers therefor duly executed, at the closing, free and clear of all claims, liens and encumbrances), and each Stockholder shall receive upon the closing of such transaction the same per share consideration (including terms of payment) to be paid or delivered by the proposed transferee in respect of such Stockholder's Subject Securities as shall be payable to the members of the Dragalong Group in respect of their Subject Securities, and (ii) if stockholder approval of the transaction is required, vote such Stockholder's Common Stock in favor thereof. (b) The provisions of this Section 2.3 shall not apply to any Transfer (i) pursuant to a Public Offering or (ii) pursuant to a Permitted Transfer.

Dragalong. If Stockholders (a) If, at the time a Sale Request (as hereinafter defined) is given, both (i) the JWC Holders hold more Common Stock Equivalents than the UBS Holders and (ii) JWC Holders holding at least a majority of Common Stock Equivalents at the time held by the Stockholders such JWC Holders (the "Dragalong Group") determine to sell or exchange (in a sale or exchange of securities of the Company or in a merger, consolidation or other business combination or any similar transaction) ), in one or a series of bona fide arms-length transactions to an unrelated and unaffiliated Third party Party fifty percent (50%) or more of the Subject Securities at the time held by them (the actual percentage of the total number of Subject Securities held by the Dragalong Group represented by the Subject Securities determined to be so sold or exchanged being referred to as the "Dragalong Percentage"), then, upon 30 days' prior written notice from the Dragalong Group to the other Stockholders, which notice shall include reasonable details of the proposed sale or exchange including the proposed time and place of closing and the consideration to be received by the Dragalong Group Stockholders (such notice being referred to as the "Sale Request"), each other Stockholder shall be obligated to, and shall, (i) sell, transfer and deliver, or cause to be sold, transferred and delivered, to such Third Party the Dragalong Percentage an equivalent percentage of the such Stockholder's Subject Securities at the time held by such Stockholder, in the same transaction at the closing thereof and shall (A) execute and deliver such agreements for the purchase of such Subject Securities and other agreements, instruments and certificates as the members of the Dragalong Group shall execute and deliver in connection with such proposed transaction (provided that no Holder shall be required to make any representations or warranties in connection with such sale or transfer other than representations and warranties as to (x) such Holder's ownership of his or its Subject Securities to be sold or transferred free and clear of all liens, claims, and encumbrances, (y) such Holder's power and authority to effect such transfer without violation of any agreements, instruments or laws, and (z) such matters pertaining to compliance with securities laws as the transferee may reasonably require) and (B) deliver certificates and/or other instruments representing all such percentage of such Stockholder's Subject Securities, together with stock or other appropriate powers therefor duly executed, at the closing, free and clear of all claims, liens and encumbrances), and each Stockholder shall receive upon the closing of such transaction the same per share consideration (including terms of payment) to be paid or delivered by the proposed transferee in respect of such Stockholder's Subject Securities as shall be payable to the members of the Dragalong Group in respect of their Subject SecuritiesSecurities (including any consideration payable to the members of the Dragalong Group in respect of noncompetition or similar covenants made by them or for consulting services to be rendered by them, but only to the extent that such consideration is unreasonable in amount) and, if any members of the Dragalong Group are given an option as to the form or amount of consideration per share to be received, each Stockholder shall be given the same option, and (ii) if stockholder approval of the transaction is required, vote such Stockholder's Common Stock in favor thereof. (b) The provisions of this Section 2.3 shall not apply to any Transfer (i) pursuant to a Public Offering or (ii) pursuant to a Permitted Transfer.