Common use of OBLIGATIONS OF PARTICIPANT Clause in Contracts

OBLIGATIONS OF PARTICIPANT. If the consummation of the Approved Sale would result in a Transfer of 100% of the Membership Interests in the Company, then the Majority Holders may in their sole discretion elect to cause the Company to structure the Approved Sale as a merger or consolidation or a as a sale of the Company’s assets. If such Approved Sale is structured as a merger, consolidation or a sale of assets, then Participant shall not have any dissenter’s rights, appraisal rights or similar rights in connection therewith. Participant agrees to consent to and raise no objections against an Approved Sale. In the event of the exercise by the Majority Holders of their Drag-Along Right, Participant shall take all necessary or desirable actions approved by the Majority Holders in connection with the consummation of the Approved Sale, including the execution of such agreements and such instruments and other actions necessary to provide customary representations, warranties, indemnities, covenants, conditions and other agreements relating to such Approved Sale and to otherwise effect the transaction; provided, however, that Participant shall not be required to indemnify the transferee pursuant to such agreements in an amount in excess of the gross proceeds paid to Participant in connection with the Approved Sale. Participant shall bear his or her ratable share (based on its percentage of the aggregate Membership Interests to be sold by all Members) of the out of pocket costs of the Approved Sale to the extent such costs are incurred for the benefit of all Members and are not otherwise paid by the Company or the acquiring party. Costs incurred by Members on their own behalf shall not be considered costs of the Approved Sale.