Common use of Obligation to Sell Clause in Contracts

Obligation to Sell. 3.4.1 If (a) the Board and (b) the Required Preferred Stockholders approve a transaction in which all of the Equity Securities would be sold or exchanged (in a merger, business combination or otherwise) in a bona fide arms-length transaction to a Third Party (other than a public offering under the Act) or a bona fide arms-length transaction with a Third Party which would constitute a Deemed Liquidation Event (as defined in the Charter) (the “Recommended Transaction”), the Stockholders shall be obligated to, and shall, Transfer to such Third Party all Equity Securities owned by such Stockholder, if applicable, on the terms and conditions of such Recommended Transaction. 3.4.2 Each Stockholder will take all necessary and desirable actions in connection with the consummation of a Recommended Transaction, including, without limitation: (1) if such transaction requires stockholder approval, with respect to all Equity Securities that such Stockholder owns or over which such Stockholder otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all Equity Securities in favor of, and adopt, such Recommended Transaction (together with any related amendment to the Charter required in order to implement such Recommended Transaction),to vote in opposition to any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Recommended Transaction, and raise no objections against such Recommended Transaction or the process pursuant to which such Recommended Transaction was arranged; (2) to execute and deliver all related documentation and take such other action in support of the Recommended Transaction as shall reasonably be requested by the Company in order to carry out the terms and provision of this Section 3.4, including without limitation executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents; (3) if such transaction is structured as a Stock Sale, to sell the same proportion of his, her or its Equity Securities as is being sold by the Required Parties, and, except as permitted in subsection (3) below, on the same terms and conditions as the Required Parties; (4) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Equity Securities of the Company owned by such party or Affiliate in a voting trust or subject any Equity Securities to any arrangement or agreement with respect to the voting of such Equity Securities, unless specifically requested to do so by the acquiror in connection with the Recommended Transaction; and (5) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Recommended Transaction. 3.4.3 The obligations of the Stockholders pursuant to this Section 3.4 are subject to the satisfaction of the following conditions: (1) if any Stockholders of a class or series are given an option as to the form and amount of consideration to be received, all holders of such class or series will be given the same option; (2) the liability for indemnification, if any, of such Stockholder in the Recommended Transaction and for the inaccuracy of any representations and warranties made by the Company or its Stockholders in connection with such Recommended Transaction, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders), and is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Stockholder in connection with such Recommended Transaction; (3) Unless the Required Preferred Stockholders elect to receive a lesser amount by written notice given to the Company at least fifteen (15) days prior to the effective date of any such Recommended Transaction, the aggregate consideration receivable by all holders of the Preferred Stock and Common Stock shall be allocated among the holders of Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a Deemed Liquidation Event (as defined in the Charter) (assuming for this purpose that the Recommended Transaction is a Deemed Liquidation Event) in accordance with the Charter. (4) any representations and warranties to be made by such Stockholder in connection with the Recommended Transaction are limited to representations and warranties related to authority, ownership and the ability to convey title to such Equity Securities, including but not limited to representations and warranties that (i) the Stockholder holds all right, title and interest in and to the Equity Securities such Stockholder purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of the Stockholder in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by the Stockholder have been duly executed by the Stockholder and delivered to the acquirer and are enforceable against the Stockholder in accordance with their respective terms and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the Stockholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; and (5) the Stockholder will not be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Recommended Transaction, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders). 3.4.4 As security for each Stockholder’s obligations hereunder, each Stockholder hereby grants to the Chief Executive Officer or President of the Company, with full power of substitution and re-substitution, an irrevocable proxy to vote, if and only if the Stockholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all Equity Securities, at all meetings of the Stockholders held or taken after the date of this Agreement with respect to a Recommended Transaction, or to execute any written consent in lieu thereof, and hereby irrevocably appoints the Chief Executive Officer or President of the Company as such Stockholder’s attorney-in-fact with authority to sign any documents with respect to any such vote or any actions by written consent of the Stockholders taken after the date of this Agreement. This proxy shall be deemed to be coupled with an interest and shall be irrevocable; provided, however, that this proxy shall terminate upon an initial public offering of the Company’s Common Stock. For the avoidance of doubt, this proxy will not apply to a Stockholder’s right to determine if the actions sought to be taken are in accord with the terms of this Agreement, including, but not limited to, whether a proposed transaction qualifies as a Recommended Transaction.

Obligation to Sell. 3.4.1 (1) If (a) the Board and (b) the Required Preferred Stockholders approve of Directors recommends a transaction in which all of the Equity Securities would be sold or exchanged (in a merger, business combination or otherwise) in a bona fide arms-arms length transaction to a Third Party (other than a public offering under the Act) or a bona fide arms-length transaction with a Third Party which would constitute a Deemed Liquidation Event (as defined in the Charter) (the “"Recommended Transaction”"), the Investor Stockholders of the Company and the Existing Stockholders shall be obligated to, and shall, (a) Transfer to such Third Party Party, all Equity Securities owned by such Stockholder, if applicable, (on the terms and conditions of such Recommended Transaction. 3.4.2 Each Stockholder will take all necessary and desirable actions in connection with the consummation of a Recommended Transaction, including, without limitation: (1) if such transaction requires stockholder approvalan as-converted basis, with respect to all Equity Securities that the Series A Preferred Stock) owned by such Stockholder owns or over which such Stockholder otherwise exercises voting powerand (b) if stockholder approval of the transaction is required, to vote (in person, by proxy or by action by written consent, as applicable) all its Equity Securities in favor of, and adopt, such thereof. The requirements of this SECTION 3.4 shall apply only in the event that (a) the per share consideration to be received in the Recommended Transaction (together with any related amendment to the Charter required is in order to implement such Recommended Transaction),to vote in opposition to any and all other proposals that could reasonably be expected to delay or impair the ability excess of the Company to consummate such Recommended Transaction, applicable Threshold Price and raise no objections against such (b) the consideration offered in the Recommended Transaction consists of (i) cash, (ii) securities listed on an established national securities exchange or automated quotation system and registered under the process pursuant to which such Recommended Transaction was arranged;Act or (iii) a combination thereof. (2) to execute and deliver all related documentation and take such other action in support of the Recommended Transaction as shall reasonably be requested by the Company in order to carry out the terms and provision of this Section 3.4, including without limitation executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents; (3) if such transaction is structured as a Stock Sale, to sell the same proportion of his, her or its Equity Securities as is being sold by the Required Parties, and, except as permitted in subsection (3) below, on the same terms and conditions as the Required Parties; (4) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Equity Securities of the Company owned by such party or Affiliate in a voting trust or subject any Equity Securities to any arrangement or agreement with respect to the voting of such Equity Securities, unless specifically requested to do so by the acquiror in connection with the Recommended Transaction; and (5) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Recommended Transaction. 3.4.3 The obligations of the Stockholders pursuant to this Section SECTION 3.4 are subject to the satisfaction of the following conditions: (1a) if any Stockholders of a class or series are given an option as to the form and amount of consideration to be received, all holders of such class or series will be given the same option; (2b) no Stockholder shall be obligated to make any out-of-pocket expenditure prior to the liability for indemnification, if any, consummation of such Stockholder in the Recommended Transaction and no Stockholder shall be obligated to pay more than his pro rata share (based upon the amount of consideration received) of reasonable expenses incurred in connection with a consummated Recommended Transaction to the extent such costs are incurred for the inaccuracy benefit of any representations all Stockholders and warranties made are not otherwise paid by the Company or its Stockholders in connection with such Recommended Transaction, is several and the acquiring party (costs incurred by or on behalf of a Stockholder for his sole benefit will not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants considered costs of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholderstransaction hereunder), and is pro rata in proportion to, and does not exceed, the amount of consideration paid to provided that a Stockholder's liability for such Stockholder in connection with such Recommended Transaction; (3) Unless the Required Preferred Stockholders elect to receive a lesser amount by written notice given to the Company at least fifteen (15) days prior to the effective date of any such Recommended Transaction, the aggregate consideration receivable by all holders of the Preferred Stock and Common Stock expenses shall be allocated among capped at the holders of Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a Deemed Liquidation Event (as defined in the Charter) (assuming for this purpose that the Recommended Transaction is a Deemed Liquidation Event) in accordance with the Charter. (4) any representations and warranties to be made total purchase price received by such Stockholder in connection with the Recommended Transaction are limited to representations and warranties related to authority, ownership and the ability to convey title to such Equity Securities, including but not limited to representations and warranties that (i) the Stockholder holds all right, title and interest in and to the Equity Securities such Stockholder purports to hold, free and clear of all liens and encumbrances, (ii) the obligations for his shares of the Stockholder in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by the Stockholder have been duly executed by the Stockholder and delivered to the acquirer and are enforceable against the Stockholder in accordance with their respective terms and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance capital stock of the Stockholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agencyCompany; and (5c) in the Stockholder will not be liable for event that the inaccuracy of Stockholders are required to provide any representation or warranty made by any other Person representations in connection with the Recommended Transaction, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders). 3.4.4 As security for Stockholders shall provide representations only concerning each Stockholder’s obligations hereunder, each Stockholder hereby grants to the Chief Executive Officer or President 's valid ownership of his capital stock in the Company, with full power free of substitution all liens and re-substitution, an irrevocable proxy to vote, if and only if the Stockholder encumbrances (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consentother than those arising under applicable securities laws), in a manner which is inconsistent with the terms of this Agreementand each Stockholder's authority, all Equity Securities, at all meetings of the Stockholders held or taken after the date of this Agreement with respect to a Recommended Transaction, or to execute any written consent in lieu thereofpower, and hereby irrevocably appoints the Chief Executive Officer or President of the Company as such Stockholder’s attorney-in-fact with authority to sign any documents with respect to any such vote or any actions by written consent of the Stockholders taken after the date of this Agreement. This proxy shall be deemed to be coupled with an interest and shall be irrevocable; provided, however, that this proxy shall terminate upon an initial public offering of the Company’s Common Stock. For the avoidance of doubt, this proxy will not apply to a Stockholder’s right to determine if the actions sought to be taken are in accord with the terms of this Agreement, including, but not limited to, whether a proposed transaction qualifies as a Recommended Transactionenter into and consummate such purchase or merger agreement without violating any other agreement.

Obligation to Sell. 3.4.1 If (a1) In the Board and (b) event that the Required Preferred Stockholders approve Company has received a transaction in which proposal for any consolidation, merger, sale of all or substantially all of the Company's assets, recapitalization, sale of Equity Securities would be sold or exchanged (in a merger, other form of business combination or otherwise) in a bona fide arms-arms length transaction to with a Third Party (other than a public offering under the Act) or a bona fide arms(an "Acquisition Offer") and the Stockholders have approved the Acquisition Offer by the affirmative vote of at least two-length transaction thirds (2/3) of the outstanding voting Equity Securities (voting on an as-if converted basis with a Third Party which would constitute a Deemed Liquidation Event (as defined in the Charter) (the “Recommended Transaction”respect to all then-outstanding securities convertible into Common Stock), the Stockholders shall be obligated to, and shall, (a) Transfer to such Third Party all Equity Securities owned by such Stockholder, if applicable, on the terms and conditions of such Recommended Transaction. 3.4.2 Each Stockholder will take all necessary and desirable actions in connection with the consummation of a Recommended Transaction, including, without limitation: (1b) if such stockholder approval of the transaction requires stockholder approvalis required, with respect to all Equity Securities that such Stockholder owns or over which such Stockholder otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all its Equity Securities in favor of, thereof and adopt, such Recommended Transaction (together with any related amendment to the Charter c) take all other actions required in order to implement effectuate fully the transactions contemplated by such Recommended Transaction),to vote Acquisition Offer. The requirements of this Section 3.4 shall apply only in opposition the event that (a) the per share consideration to any and all other proposals that could reasonably be expected to delay or impair received in the ability transaction contemplated by the Acquisition Offer is in excess of the Company to consummate such Recommended Transactionapplicable Threshold Price and (b) the consideration offered in the transaction contemplated by the Acquisition Offer consists of (i) cash, (ii) securities listed on an established national securities exchange or automated quotation system and raise no objections against such Recommended Transaction registered under the Act or the process pursuant to which such Recommended Transaction was arranged;(iii) a combination thereof. (2) to execute and deliver all related documentation and take such other action in support of the Recommended Transaction as shall reasonably be requested by the Company in order to carry out the terms and provision of this Section 3.4, including without limitation executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents; (3) if such transaction is structured as a Stock Sale, to sell the same proportion of his, her or its Equity Securities as is being sold by the Required Parties, and, except as permitted in subsection (3) below, on the same terms and conditions as the Required Parties; (4) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Equity Securities of the Company owned by such party or Affiliate in a voting trust or subject any Equity Securities to any arrangement or agreement with respect to the voting of such Equity Securities, unless specifically requested to do so by the acquiror in connection with the Recommended Transaction; and (5) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Recommended Transaction. 3.4.3 The obligations of the Stockholders pursuant to this Section 3.4 are subject to the satisfaction of the following conditions: (1a) if any Stockholders of a class or series are given an option as to the form and amount of consideration to be received, all holders of such class or series will be given the same option;; and (2b) no Stockholder shall be obligated to make any out-of-pocket expenditure prior to the liability for indemnification, if any, consummation of the transaction contemplated by the Acquisition Offer and no Stockholder shall be obligated to pay more than its pro rata share (based upon the amount of consideration received) of reasonable expenses incurred in connection with the consummation of such Stockholder in transaction to the Recommended Transaction and extent such costs are incurred for the inaccuracy benefit of any representations all Stockholders and warranties made are not otherwise paid by the Company or the acquiring party (costs incurred by or on behalf of a Stockholder for its Stockholders in connection with such Recommended Transaction, is several and sole benefit will not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants considered costs of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholderstransaction hereunder), and is pro rata in proportion to, and does not exceed, the amount of consideration paid to provided that a Stockholder's liability for such Stockholder in connection with such Recommended Transaction; (3) Unless the Required Preferred Stockholders elect to receive a lesser amount by written notice given to the Company at least fifteen (15) days prior to the effective date of any such Recommended Transaction, the aggregate consideration receivable by all holders of the Preferred Stock and Common Stock expenses shall be allocated among capped at the holders of Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a Deemed Liquidation Event (as defined in the Charter) (assuming for this purpose that the Recommended Transaction is a Deemed Liquidation Event) in accordance with the Charter. (4) any representations and warranties to be made total purchase price received by such Stockholder in connection with the Recommended Transaction are limited to representations and warranties related to authority, ownership and the ability to convey title to such Equity Securities, including but not limited to representations and warranties that (i) the Stockholder holds all right, title and interest in and to the for its Equity Securities such Stockholder purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of the Stockholder in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by the Stockholder have been duly executed by the Stockholder and delivered to the acquirer and are enforceable against the Stockholder in accordance with their respective terms and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the Stockholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; and (5) the Stockholder will not be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Recommended Transaction, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders). 3.4.4 As security for each Stockholder’s obligations hereunder, each Stockholder hereby grants to the Chief Executive Officer or President of the Company, with full power of substitution and re-substitution, an irrevocable proxy to vote, if and only if the Stockholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all Equity Securities, at all meetings of the Stockholders held or taken after the date of this Agreement with respect to a Recommended Transaction, or to execute any written consent in lieu thereof, and hereby irrevocably appoints the Chief Executive Officer or President of the Company as such Stockholder’s attorney-in-fact with authority to sign any documents with respect to any such vote or any actions by written consent of the Stockholders taken after the date of this Agreement. This proxy shall be deemed to be coupled with an interest and shall be irrevocable; provided, however, that this proxy shall terminate upon an initial public offering of the Company’s Common Stock. For the avoidance of doubt, this proxy will not apply to a Stockholder’s right to determine if the actions sought to be taken are in accord with the terms of this Agreement, including, but not limited to, whether a proposed transaction qualifies as a Recommended Transaction.