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

Grant of Drag-Along Right. If Canadian Parent, TIPIH and U.S. Holdings (the “Drag-Along Sellers”), determine to Transfer, in one or a series of related bona fide arm’s-length transactions, all and not less than all of the Company Securities held by them directly or indirectly (whether in connection with a merger, acquisition or other similar transaction, including a sale of TIPIH and U.S. Holdings by Canadian Parent) and the consideration received by each Drag-Along Member in connection with the consummation of such Transfer is comprised of (i) cash or (ii) marketable securities listed, and freely tradeable, on any National Securities Exchange, or a combination thereof, having value sufficient to enable each Drag-Along Member to pay all tax liabilities arising under, or related to, such Transfer (assuming that for purposes of the foregoing, the consideration payable to each such Drag-Along Member would be taxable at the Effective Tax Rate), then, as a condition to any such Transfer by the Drag-Along Sellers, and upon thirty (30) days’ prior written notice (a “Drag-Along Notice”) from the Drag-Along Sellers to all other Members (the “Drag-Along Members”), the Drag-Along Sellers shall cause the transferee to acquire all of such Drag-Along Member’s Company Securities, and each Drag-Along Member shall be obligated to, and shall, Transfer to the transferee all of such Drag-Along Member’s Company Securities, on the same terms mutatis mutandis and for the same type and form of consideration as to be paid and given to the Drag-Along Sellers, except as provided in Section 11.3(b) . For the avoidance of doubt, Class B Units and Class C Units shall be treated substantially identically in such proposed transaction and only $10,000 shall be permitted to be attributed to the Class A Units. The Drag-Along Notice shall set forth the principal terms and conditions of such proposed Transfer, including the name of the prospective transferee, a representation that the Drag-Along Sellers will be Transferring all Company Securities held by such Drag-Along Sellers, the purchase price proposed to be paid therefor, the form of consideration, and the payment terms and type of Transfer to be effectuated.

Grant of Drag-Along Right. If Canadian Parent, TIPIH Parent and U.S. Holdings (the “Drag-Along Sellers”), determine to Transfer, in one or a series of related bona fide arm’s-length transactions, all and not less than all of the Company Securities held by them directly or indirectly (whether in connection with a merger, acquisition or other similar transaction, including a sale of TIPIH and U.S. Holdings by Canadian Parent) and the consideration received by each Drag-Along Member in connection with the consummation of such Transfer is comprised of (i) cash or (ii) marketable securities listed, and freely tradeable, on any National Securities Exchange, or a combination thereof, having value sufficient to enable each Drag-Along Member to pay all tax liabilities arising under, or related to, such Transfer (assuming that for purposes of the foregoing, the consideration payable to each such Drag-Along Member would be taxable at the Effective Tax Rate), then, as a condition to any such Transfer by the Drag-Along Sellers, and upon thirty (30) days’ prior written notice (a “Drag-Along Notice”) from the Drag-Along Sellers to all other Members (the “Drag-Along Members”), the Drag-Along Sellers shall cause the transferee to acquire all of such Drag-Along Member’s Company Securities, and each Drag-Along Member shall be obligated to, and shall, Transfer to the transferee all of such Drag-Along Member’s Company Securities, on the same terms mutatis mutandis and for the same type and form of consideration as to be paid and given to the Drag-Along Sellers, except as provided in Section 11.3(b) . For the avoidance of doubt, Class B Units and Class C Units shall be treated substantially identically in such proposed transaction and only $10,000 shall be permitted to be attributed to the Class A Units. The Drag-Along Notice shall set forth the principal terms and conditions of such proposed Transfer, including the name of the prospective transferee, a representation that the Drag-Along Sellers will be Transferring all Company Securities held by such Drag-Along Sellers, the purchase price proposed to be paid therefor, the form of consideration, and the payment terms and type of Transfer to be effectuated.

Grant of Drag-Along Right. If Canadian ParentIn the event one or more Investors holding an aggregate of two-thirds or more of the outstanding capital stock of the Company elect to accept a Qualified Offer, TIPIH and U.S. Holdings then that Investor or Investors (the “"Selling Investors") shall have the right to require that all or any portion of the Employees' (collectively, the "Drag-Along Sellers”)Employees," and each individually, determine to Transfer, in one or a series of related bona fide arm’s-length transactions, all and not less than all of the Company Securities held by them directly or indirectly (whether in connection with a merger, acquisition or other similar transaction, including a sale of TIPIH and U.S. Holdings by Canadian Parent) and the consideration received by each "Drag-Along Member Employee") include the same portion (as determined below) of their Shares in connection the sale in accordance with the consummation terms of the Notice of Sale; provided, however, that the Selling Investors shall not have such Transfer is comprised of (i) cash or (ii) marketable securities listed, and freely tradeable, on drag-along right with respect to any National Securities Exchange, or a combination thereof, having value sufficient to enable each Drag-Along Member to pay all tax liabilities arising under, or related to, Employee's capital stock unless (a) such Transfer (assuming that transaction for purposes the sale of the foregoing, the consideration payable to each such Drag-Along Member would be taxable at the Effective Tax Rate), then, as a condition to any such Transfer by Selling Investors' capital stock (excluding the Drag-Along SellersShares, as defined below, but including any other shares of capital stock voluntarily being sold with the Selling Investors' shares) represents the sale of more than two-thirds of the outstanding capital stock of the Company and upon thirty (30b) days’ prior written notice (a “holders of at least two-thirds of the capital stock then owned by the Investors consent to such transaction and at least two-thirds of the capital stock then owned by the Investors is included in such transaction. Each Drag-Along Notice”Employee can be required to sell pursuant to this Section 3.2 that number of Shares equal to the product obtained by multiplying (a) from a fraction, the Dragnumerator of which is the aggregate number of Common Shares or Preferred Shares (on an as-Along Sellers converted to all other Members (the “Drag-Along Members”Common Shares basis), as the Drag-Along Sellers shall cause the transferee to acquire all of such Drag-Along Member’s Company Securitiescase may be, and each Drag-Along Member shall be obligated to, and shall, Transfer to the transferee all of such Drag-Along Member’s Company Securities, on the same terms mutatis mutandis and for the same type and form of consideration as to be paid transferred by the Selling Investors and given the denominator of which is the aggregate number of Common Shares and Preferred Shares (on an as-converted to Common Shares basis), as the Drag-Along Sellerscase may be, except as provided in Section 11.3(bowned by the Selling Investors at the time of transfer by (b) . For the avoidance aggregate number of doubt, Class B Units and Class C Units shall be treated substantially identically in such proposed transaction and only $10,000 shall be permitted to be attributed to the Class A Units. The Drag-Along Notice shall set forth the principal terms and conditions of such proposed Transfer, including the name of the prospective transferee, a representation that the Drag-Along Sellers will be Transferring all Company Securities held Shares owned by such Drag-Along Sellers, Employee. The Selling Investors will notify the purchase price proposed Drag-Along Employees of the required transfer at least ten (10) calendar days prior to such transfer. The drag-along right of the Selling Investors shall be paid therefor, subject to the form of consideration, and the payment terms and type of Transfer to be effectuatedconditions set forth in this Section 3.2.

Grant of Drag-Along Right. If Canadian ParentIn the event one or more Investors holding an aggregate of two-thirds or more of the outstanding capital stock of the Company elect to accept a Qualified Offer, TIPIH and U.S. Holdings then that Investor or Investors (the “"Selling Investors") shall have the right to require that all or any portion of the Employees' (collectively, the "Drag-Along Sellers”)Employees," and each individually, determine to Transfer, in one or a series of related bona fide arm’s-length transactions, all and not less than all of the Company Securities held by them directly or indirectly (whether in connection with a merger, acquisition or other similar transaction, including a sale of TIPIH and U.S. Holdings by Canadian Parent) and the consideration received by each "Drag-Along Member Employee") include the same portion (as determined below) of their Shares in connection the sale in accordance with the consummation terms of the Notice of Sale; provided, however, that the Selling Investors shall not have such Transfer is comprised of (i) cash or (ii) marketable securities listed, and freely tradeable, on drag-along right with respect to any National Securities Exchange, or a combination thereof, having value sufficient to enable each Drag-Along Member to pay all tax liabilities arising under, or related to, Employee's capital stock unless (a) such Transfer (assuming that transaction for purposes the sale of the foregoing, the consideration payable to each such Drag-Along Member would be taxable at the Effective Tax Rate), then, as a condition to any such Transfer by Selling Investors' capital stock (excluding the Drag-Along SellersShares, as defined below, but including any other shares of capital stock voluntarily being sold with the Selling Investors' shares) represents the sale of more than two-thirds of the outstanding capital stock of the Company and upon thirty (30b) days’ prior written notice (a “holders of at least two-thirds of the capital stock then owned by the Investors consent to such transaction and at least two-thirds of the capital stock then owned by the Investors is included in such transaction. Each Drag-Along Notice”Employee can be required to sell pursuant to this Section 3.2 that number of Shares equal to the product obtained by multiplying (a) from a fraction, the Dragnumerator of which is the aggregate number of Common Shares or Preferred Shares (on an as-Along Sellers converted to all other Members (the “Drag-Along Members”Common Shares basis), as the Drag-Along Sellers shall cause the transferee to acquire all of such Drag-Along Member’s Company Securitiescase may be, and each Drag-Along Member shall be obligated to, and shall, Transfer to the transferee all of such Drag-Along Member’s Company Securities, on the same terms mutatis mutandis and for the same type and form of consideration as to be paid transferred by the Selling Investors and given the denominator of which is the aggregate number of Common Shares and Preferred Shares (on an as-converted to Common Shares basis), as the Drag-Along Sellerscase may be, except as provided in Section 11.3(bowned by the Selling Investors at the time of transfer by (b) . For the avoidance aggregate number of doubt, Class B Units and Class C Units shall be treated substantially identically in such proposed transaction and only $10,000 shall be permitted to be attributed to the Class A Units. The Drag-Along Notice shall set forth the principal terms and conditions of such proposed Transfer, including the name of the prospective transferee, a representation that the Drag-Along Sellers will be Transferring all Company Securities held Shares owned by such Drag-Along Sellers, Employee. The Selling Investors will notify the purchase price proposed Drag-Along Employees of the required transfer at least ten (10) calendar days prior to such transfer The drag-along right of the Selling Investors shall be paid therefor, subject to the form of consideration, and the payment terms and type of Transfer to be effectuatedconditions set forth in this Section 3.2.

Grant of Drag-Along Right. If Canadian Parent, TIPIH and U.S. Holdings (the “Drag-Along Sellers”), determine to Transfer, in one or a series of related bona fide arm’s-length transactions, all and not less than all of the Company Securities held by them directly or indirectly (whether in connection with a merger, acquisition or other similar transaction, including a sale of TIPIH and U.S. Holdings by Canadian Parent) and the consideration received by each Drag-Along Member in connection with the consummation of such Transfer is comprised of (i) cash or (ii) marketable securities listed, and freely tradeable, on any National Securities Exchange, or a combination thereof, having value sufficient to enable each Drag-Along Member to pay all tax liabilities arising under, or related to, such Transfer (assuming that for purposes of the foregoing, the consideration payable to each such Drag-Along Member would be taxable at the Effective Tax Rate), then, as a condition to any such Transfer by the Drag-Along Sellers, and upon thirty (30) days’ prior written notice (a “Drag-Along Notice”) from the Drag-Along Sellers to all other Members (the “Drag-Along Members”), the Drag-Along Sellers shall cause the transferee to acquire all of such Drag-Along Member’s Company Securities, and each Drag-Along Member shall be obligated to, and shall, Transfer to the transferee all of such Drag-Along Member’s Company Securities, on the same terms mutatis mutandis and for the same type and form of consideration as to be paid and given to the Drag-Along Sellers, except as provided in Section 11.3(b) ). For the avoidance of doubt, Class B Units and Class C Units shall be treated substantially identically in such proposed transaction and only $10,000 shall be permitted to be attributed to the Class A Units. The Drag-Along Notice shall set forth the principal terms and conditions of such proposed Transfer, including the name of the prospective transferee, a representation that the Drag-Along Sellers will be Transferring all Company Securities held by such Drag-Along Sellers, the purchase price proposed to be paid therefor, the form of consideration, and the payment terms and type of Transfer to be effectuated.