Exceptions to Drag Along Right. Notwithstanding the foregoing, a Holder will not be required to comply with Section 3.5 in connection with any proposed Liquidation Event (the “Proposed Sale”) unless: (a) such Proposed Sale would result in proceeds to the holders of Shares equal to at least three (3) times the Purchase Price or the Proposed Sale is otherwise approved by the holders of a majority of the then outstanding Shares; (b) any representations and warranties to be made by such Holder in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to the Holder Shares of such Holder, including but not limited to representations and warranties that (i) the Holder holds all right, title and interest in and to the Holder Shares such Holder purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of the Holder in connection with the transaction have been duly authorized, if applicable,
Appears in 6 contracts
Samples: Investors’ Rights Agreement, Investors’ Rights Agreement, Investors’ Rights Agreement
