Common use of Exercise of Drag-Along Right Clause in Contracts

Exercise of Drag-Along Right. (a) The Shareholder hereby covenants, undertakes and agrees that, in the event that a Final Order approving the Arrangement as contemplated by the terms of the Business Combination Agreement is not obtained (for any reason or no reason other than (i) as a result of (A) Peridot having not performed and complied in all material respects with the covenants and agreements required to be performed or complied with by Peridot under the Business Combination Agreement or (B) the Sponsor having not performed and complied in all material respects with the covenants and agreements required to be performed or complied with by the Sponsor under the Sponsor Letter Agreement, or (ii) the Peridot Shareholder Approval having not been obtained), the Shareholder shall: (i) upon receipt by the Shareholder of a written notice (the “Alternative Transaction Notice”) from Peridot to the effect that it wishes to complete the Transactions upon and subject to the terms and conditions of the fully executed documentation (the “Alternative Transaction Documentation”) contemplated by Section 8.1(a) of the Business Combination Agreement (which Alternative Transaction Notice shall include complete copies of such Alternative Transaction Documentation), exercise, together (but not alone) with the other Drag Shareholders, the Drag-along Right as it relates to the transactions set forth in the Alternative Transaction Documentation (the “Drag Transactions”) upon and subject to the terms and conditions of the Alternative Transaction Documentation and shall execute and deliver all related documentation and take such other actions in connection therewith as shall reasonably be requested by the Company and/or Peridot to consummate the Drag Transactions; provided that, notwithstanding anything contained herein or in the Business Combination Agreement or in the Alternative Transaction Notice, the obligations of the Shareholder under this Section 4.2 shall be subject to the following conditions: (A) the Shareholder receiving pursuant to the Drag Transactions the same consideration as set out in the Business Combination Agreement, (B) the Drag Transactions not resulting in any material adverse Tax treatment to the Shareholder as compared to what is expected to result from the Transactions contemplated in the Business Combination Agreement (other than under Section 8.1(a) thereof), (C) the Minority Shareholders receiving the same consideration as the Drag Shareholders, (C) the other terms and conditions of the Business Combination Agreement remaining applicable, mutatis, mutandis, and (D) the Drag Notice reflecting the foregoing.

Exercise of Drag-Along Right. If the Investors fail to exit through exercising the redemption right set forth in Clause 11 hereof due to any breach or other fault or negligence of the NIO Parties, and if the third party intends to purchase more than fifty percent (a50%) The Shareholder hereby covenants, undertakes and agrees that, of equity interest in the event that a Final Order approving the Arrangement as contemplated by the terms Target Company or all or substantially all/most of the Business Combination Agreement is not obtained assets or business of the Target Company (for any reason or no reason other than (i) as a result of (A) Peridot having not performed and complied in all material respects with collectively, the covenants and agreements required to be performed or complied with by Peridot under the Business Combination Agreement or (B) the Sponsor having not performed and complied in all material respects with the covenants and agreements required to be performed or complied with by the Sponsor under the Sponsor Letter Agreement, or (ii) the Peridot Shareholder Approval having not been obtained“Co-Sale”), then the Shareholder shall: Investors that individually or in the aggregate hold more than two-thirds (i2/3) upon receipt of the then total equity interests held by all Investors in this Transaction (the Shareholder of “Drag-along Party”) shall have the right to give a written notice (the “Alternative Transaction Drag-along Notice”) from Peridot to the effect NIO Parties, which shall specify the basic information of such third party, the number of equity interest or description of assets that it wishes they intend to complete purchase, the Transactions upon proposed purchase price and subject other material terms and conditions, and request the NIO Parties, together with the Drag-along Party, to sell to such third party the assets of the Target Company or equity interests in the Target Company respectively held by them at the same price and under the same conditions: 13.1.1 If a third party intends to purchase the equity interest in the Target Company, the NIO Parties shall have the right to decide and notify the Drag-along Party in writing within thirty (30) days after the receipt of the Drag-along Notice whether they elect to purchase all of the Target Company’s equity interests held by the Drag-along Party at the proposed purchase price and on other equivalent terms and conditions, and to deliver a written decision to the terms Drag-along Party. Such written decision shall constitute a contract between the NIO Parties and conditions the Drag-along Party for the acquisition of all of the fully executed documentation (Drag-along Party’s equity interest in the “Alternative Transaction Documentation”) contemplated by Section 8.1(a) Target Company. If, upon the expiration of the Business Combination Agreement forgoing thirty (which Alternative Transaction Notice shall include complete copies of such Alternative Transaction Documentation)30)-day period, exercise, together (but or if the NIO Parties reply in writing not alone) with the other Drag Shareholdersto exercise their first refusal right, the Drag-along Right as it relates Party shall have the right to request the NIO Parties to sell, together with the Drag-along Party, their respective equity interest in the Target Company that such third party intends to purchase at the same price and under the same conditions (“Drag-along Equity Interest Transaction”). If the consideration obtained by each Drag-along Party through the Drag-Along Equity Interest Transaction is less than the Redemption Price receivable by such Drag-along Party, all transaction consideration obtained by the NIO Parties through the Drag-along Equity Interest Transaction shall be distributed to each Drag-along Party in proportion to the transactions set forth Redemption Price receivable by such Drag-along Party in order to make up the Alternative Transaction Documentation (shortfall. 13.1.2 If a third party intends to purchase the “Drag Transactions”) upon and subject to the terms and conditions assets of the Alternative Transaction Documentation and shall execute and deliver all related documentation and take such other actions in connection therewith as shall reasonably be requested by the Company and/or Peridot to consummate the Drag Transactions; provided that, notwithstanding anything contained herein or in the Business Combination Agreement or in the Alternative Transaction NoticeTarget Company, the obligations Drag-along Party shall have the right to request the Target Company to sell to such third party the assets of the Shareholder under this Section 4.2 shall be subject Target Company that such third party intends to purchase at the following conditions: (A) the Shareholder receiving pursuant to the Drag Transactions the same consideration as set out in the Business Combination Agreement, (B) the Drag Transactions not resulting in any material adverse Tax treatment to the Shareholder as compared to what is expected to result from the Transactions contemplated in the Business Combination Agreement (other than under Section 8.1(a) thereof), (C) the Minority Shareholders receiving the same consideration as the Drag Shareholders, (C) the proposed purchase price and on other terms and conditions (“Drag-along Assets Transaction”, together with the Drag-along Equity Transaction, the “Drag-along Transaction”). After such third party has paid up the consideration for the Drag-along Assets Transaction in full to the Target Company, the Target Company shall redeem all equity interests held by each Drag-along Party in the Target Company. In consideration of such payment, the Business Combination Agreement remaining applicableTarget Company shall pay to each Drag-along Party with transaction consideration for the Drag-along Assets in proportion to the shareholding percentage on the basis of Redemption Price that each Drag-along Party shall receive. If the consideration received by each Drag-along Party through the Drag-along Asset Transaction is less than the Redemption Price receivable by such Drag-along Party, mutatis, mutandis, and (D) all transaction consideration obtained by the Drag Notice reflecting NIO Parties through the foregoingDrag-along Asset Transaction shall be distributed to each Drag-along Party in proportion to the Redemption Price receivable by such Drag-along Party so as to make up the shortfall.

Exercise of Drag-Along Right. (a) The Shareholder hereby covenants, undertakes and agrees that, in the event that a Final Order approving the Arrangement as contemplated by the terms of the Business Combination Agreement is not obtained (for any reason or no reason other than (i) as a result of (A) Peridot having not performed and complied in all material respects with the covenants and agreements required To exercise its Drag-Along Right, Neovacs shall send to be performed or complied with by Peridot under the Business Combination Agreement or (B) the Sponsor having not performed and complied in all material respects with the covenants and agreements required to be performed or complied with by the Sponsor under the Sponsor Letter Agreement, or (ii) the Peridot Shareholder Approval having not been obtained), the Shareholder shall: (i) upon receipt by the Shareholder of Stellar a written notice (a "Drag-Along Right Notice") informing Stellar that it has elected to exercise its Drag-Along Right in connection with the “Alternative Transaction Notice”corresponding sale of Securities by Neovacs, no later than thirty (30) from Peridot days following expiration of the Tag-Along Notice Period. The delivery by Neovacs of a Drag-Along Right Notice shall unconditionally and irrevocably obligate Stellar (subject to consummation of the corresponding sale of Neovacs' Securities) to: (A) transfer to the effect that it wishes to complete the Transactions upon and subject to BFO Transferee all (but not less than all) of its Securities in accordance with the terms and conditions of the fully executed documentation (the “Alternative Transaction Documentation”) contemplated by Section 8.1(aincluding those with respect to consideration and payment) of the Business Combination Agreement Bona Fide Offer; (which Alternative Transaction Notice shall include complete copies of such Alternative Transaction Documentation)B) enter into, exercise, together (but not alone) with the other Drag Shareholders, the Drag-along Right as it relates to the transactions set forth in the Alternative Transaction Documentation (the “Drag Transactions”) upon and subject to accept the terms and conditions of, any agreement that Neovacs has accepted or is or will be committed to enter into with the BFO Transferee upon consummation of the Alternative Transaction Documentation transfer of its Securities pursuant to the Bona Fide Offer (collectively, the "BFO Sale Agreements"), including: (1) any agreement or document implementing the effective transfer of Neovacs’ Securities; and (2) any warranty, indemnity or similar agreement or other form of price repayment or any escrow agreement or pledge agreement; it being understood and agreed that (i) the liability of Neovacs under the BFO Sale Agreements (including in relation to any representations, warranties or indemnities) shall in no case be joint and several, (ii) any amounts that may be owed by Neovacs under the BFO Sale Agreements shall not exceed the lesser of (x) the amount of the consideration which it actually receives for its Securities in accordance with the foregoing, and (y) the product of (1) the total amount of the consideration received by Neovacs under this provision by (2) a fraction, the numerator of which shall be the number of Securities transferred by Neovacs and the denominator of which shall be the total number of Securities transferred by Neovacs, and (iii) Neovacs and Stellar shall never be required to grant undertakings (including non-compete or non-solicitation undertakings) that would apply to Persons other than their respective controlled Subsidiaries. (C) pay, upon the presentation of documents evidencing such amounts, its proportional share of any Transfer Costs, other than any fees or other form of remuneration payable to Neovacs or any of its Affiliates. (ii) If Neovacs does not deliver a Drag-Along Right Notice in accordance with the foregoing provisions, Neovacs shall be deemed to have irrevocably waived any right to exercise its Drag-Along Right and shall execute and deliver all related documentation and take such other actions in connection therewith as shall reasonably be requested by the Company and/or Peridot to consummate the Drag Transactions; provided that, notwithstanding anything contained herein or in the Business Combination Agreement or in the Alternative Transaction Notice, the obligations of the Shareholder have no further rights under this Section 4.2 shall be subject 7.3 in relation to the following conditions: (A) the Shareholder receiving pursuant to the Drag Transactions the same consideration as set out sale of Securities described in the Business Combination Agreement, (B) the Drag Transactions not resulting in any material adverse Tax treatment to the Shareholder as compared to what is expected to result from the Transactions contemplated in the Business Combination Agreement (other than under Section 8.1(a) thereof), (C) the Minority Shareholders receiving the same consideration as the Drag Shareholders, (C) the other terms and conditions of the Business Combination Agreement remaining applicable, mutatis, mutandis, and (D) the Drag Notice reflecting the foregoingrelevant Tag-Along Transfer Notice.

Exercise of Drag-Along Right. If the Investors fail to exit through exercising the redemption right set forth in Clause 11 hereof due to any breach or other fault or negligence of the NIO Parties, and if the third party intends to purchase more than fifty percent (a50%) The Shareholder hereby covenants, undertakes and agrees that, of equity interest in the event that a Final Order approving the Arrangement as contemplated by the terms Target Company or all or substantially all/most of the Business Combination Agreement is not obtained assets or business of the Target Company (for any reason or no reason other than (i) as a result of (A) Peridot having not performed and complied in all material respects with collectively, the covenants and agreements required to be performed or complied with by Peridot under the Business Combination Agreement or (B) the Sponsor having not performed and complied in all material respects with the covenants and agreements required to be performed or complied with by the Sponsor under the Sponsor Letter Agreement, or (ii) the Peridot Shareholder Approval having not been obtained“Co-Sale”), then the Shareholder shall: Investors that individually or in the aggregate hold more than two-thirds (i2/3) upon receipt of the then total equity interests held by all Investors (the Shareholder of “Drag-along Party”) shall have the right to give a written notice (the “Alternative Transaction Drag-along Notice”) from Peridot to the effect NIO Parties, which shall specify the basic information of such third party, the number of equity interest or description of assets that it wishes they intend to complete purchase, the Transactions upon proposed purchase price and subject other material terms and conditions, and request the NIO Parties, together with the Drag-along Party, to sell to such third party the assets of the Target Company or equity interests in the Target Company respectively held by them at the same price and under the same conditions: 13.1.1 If a third party intends to purchase the equity interest in the Target Company, the NIO Parties shall have the right to decide and notify the Drag-along Party in writing within thirty (30) days after the receipt of the Drag-along Notice whether they elect to purchase all of the Target Company’s equity interests held by the Drag-along Party at the proposed purchase price and on other equivalent terms and conditions, and to deliver a written decision to the terms Drag-along Party. Such written decision shall constitute a contract between the NIO Parties and conditions the Drag-along ​ Party for the acquisition of all of the fully executed documentation (Drag-along Party’s equity interest in the “Alternative Transaction Documentation”) contemplated by Section 8.1(a) Target Company. If, upon the expiration of the Business Combination Agreement forgoing thirty (which Alternative Transaction Notice shall include complete copies of such Alternative Transaction Documentation)30)-day period, exercise, together (but or if the NIO Parties reply in writing not alone) with the other Drag Shareholdersto exercise their first refusal right, the Drag-along Right as it relates Party shall have the right to request the transactions set forth NIO Parties to sell, together with the Drag-along Party, their respective equity interest in the Alternative Transaction Documentation Target Company that such third party intends to purchase at the same price and under the same conditions (the “Drag TransactionsDrag-along Equity Interest Transaction”) upon and subject ). If the consideration obtained by each Drag-along Party through the Drag-Along Equity Interest Transaction is less than the Redemption Price receivable by such Drag-along Party, all transaction consideration obtained by the NIO Parties through the Drag-along Equity Interest Transaction shall be distributed to each Drag-along Party in proportion to the terms and conditions Redemption Price receivable by such Drag-along Party in order to make up the shortfall. 13.1.2 If a third party intends to purchase the assets of the Alternative Transaction Documentation and shall execute and deliver all related documentation and take such other actions in connection therewith as shall reasonably be requested by the Company and/or Peridot to consummate the Drag Transactions; provided that, notwithstanding anything contained herein or in the Business Combination Agreement or in the Alternative Transaction NoticeTarget Company, the obligations Drag-along Party shall have the right to request the Target Company to sell to such third party the assets of the Shareholder under this Section 4.2 shall be subject Target Company that such third party intends to purchase at the following conditions: (A) the Shareholder receiving pursuant to the Drag Transactions the same consideration as set out in the Business Combination Agreement, (B) the Drag Transactions not resulting in any material adverse Tax treatment to the Shareholder as compared to what is expected to result from the Transactions contemplated in the Business Combination Agreement (other than under Section 8.1(a) thereof), (C) the Minority Shareholders receiving the same consideration as the Drag Shareholders, (C) the proposed purchase price and on other terms and conditions (the “Drag-along Assets Transaction”, together with the Drag-along Equity Transaction, the “Drag-along Transaction”). After such third party has paid up the consideration for the Drag-along Assets Transaction in full to the Target Company, the Target Company shall redeem all equity interests held by each Drag-along Party in the Target Company. In consideration of such payment, the Business Combination Agreement remaining applicableTarget Company shall pay to each Drag-along Party with transaction consideration for the Drag-along Assets in proportion to the shareholding percentage on the basis of Redemption Price that each Drag-along Party shall receive. If the consideration received by each Drag-along Party through the Drag-along Asset Transaction is less than the Redemption Price receivable by such Drag-along Party, mutatis, mutandis, and (D) all transaction consideration obtained by the Drag Notice reflecting NIO Parties through the foregoingDrag-along Asset Transaction shall be distributed to each Drag-along Party in proportion to the Redemption Price receivable by such Drag-along Party so as to make up the shortfall.