NKFFM Drag-Along Right Clause Samples

NKFFM Drag-Along Right. (a) Notwithstanding anything to the contrary herein, in the event that there is a NKFFM Drag-Along Event, then NKFFM shall have the right (but not the obligation) to require the ▇▇▇▇-▇▇▇▇ Member to sell (the “NKFFM Drag-Along Right”) all, and only all, of its (and, as applicable, its Affiliates’) Membership Interests and Economic Interests (the “▇▇▇▇-▇▇▇▇ Interests”) for a price equal to the greater of (the “NKFFM Drag-Along Price): (i) the product of (A) five (5) times the Trailing Company EBITDA, and (B) the aggregate Sharing Ratio represented by the ▇▇▇▇-▇▇▇▇ Interests; or (ii) the aggregate unreturned Capital Contributions of the ▇▇▇▇-▇▇▇▇ Member and its Affiliates; or (iii) in the event the third party acquirer of NKFFM and/or Newmark, under the terms of its acquisition of NKFFM and/or Newmark, has stipulated a valuation of the Company, the product of (A) such valuation and (B) the aggregate Sharing Ratio represented by the ▇▇▇▇-▇▇▇▇ Interests. (b) NKFFM shall notify the ▇▇▇▇-▇▇▇▇ Member, in writing (the “NKFFM Drag-Along Notice”) (with copies of the NKFFM Purchase Notice to also be delivered to the Company and all of the other Members) of its decision to exercise the NKFFM Drag-Along Right. The Trailing Company EBITDA shall be determined by the Company’s Accountants consistent with the definition of “Trailing Company EBITDA” using (and which determination shall be based on): (i) the annual audited reports previously furnished by the Company’s Accountants to the Members pursuant to Section 4.2; and (ii) such other and additional financial and other reports, information and supporting documentation that the Company’s Accountants determine to be relevant in making its determination (and which reports, information and supporting documentation the Managers shall furnish to the Company’s Accountants promptly upon the request therefor by the Company’s Accountants), and which determination the Company’s Accountants shall certify in a writing (the “Certified Letter”) addressed to both NKFFM and the ▇▇▇▇-▇▇▇▇ Member: The determination of “Trailing Company EBITDA” set forth in the Certified Letter shall be conclusive and not subject to challenge by either NKFFM or the ▇▇▇▇-▇▇▇▇ Member absent manifest error. The Company shall engage the Company’s Accountants promptly following its receipt of the NKFFM Drag-Along Notice to undertake and complete the foregoing determination and certification and to issue the Certified Letter) by no later than forty-five (45) days ...