Common use of Right to Require Sale Clause in Contracts

Right to Require Sale. Notwithstanding any other provision hereof, if Parent agrees to sell 100% of the shares of Common Stock held by it to a third person who is not an affiliate of Parent or Fortress Investment Group LLC (a “Third Party”) or if Parent agrees to sell a portion of its shares pursuant to a transaction in which more than 50% of the total Common Stock of the Company will be sold to a Third Party (either of such sales, a “Drag-Along Sale”), then, upon the demand of Parent, each Holder hereby agrees to sell to such Third Party the same percentage of the total number of shares of Common Stock held by such Holder on the date of the Drag-Along Notice (whether or not the restrictions on Transfer of Restricted Shares have lapsed (i.e. regardless of whether such Restricted Shares have vested)), as the number of shares Parent is selling in the Drag-Along Sales bears to the total number of shares held be Parent as of the date of the Drag-Along Notice (the “Sale Percentage”), at the same price and on the same terms and conditions as Parent has agreed to with such Third Party; provided, however, that Parent shall use its reasonable, good faith efforts to provide that (i) the only representation and warranty which the Holder shall be required to make in connection with the Drag-Along Sale is a representation and warranty with respect to the Holder’s own ownership of the shares of Common Stock to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances or adverse claims and (ii) that the liability of any other Holder with respect to any representation and warranty made in connection with the Drag-Along Sale is the several liability of such other Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such other Holder in the Drag-Along Sale; provided further, that the Holder shall not be obligated to participate in any Drag Along Sale unless the Holder is provided an opinion of counsel to the effect that the Drag-Along Sale is not in violation of applicable federal or state securities or other laws or, if the Holder is not provided with an opinion with respect to any matters contemplated by this proviso, Parent shall (in addition to the indemnification contemplated below) indemnify the Holder for any violation. If the Drag-Along Sale is in the form of a merger transaction, the Holder agrees to vote his or her shares of Common Stock in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable law.

Right to Require Sale. Notwithstanding any other provision hereof, if Parent agrees to sell 100% of the shares of Common Stock held by it to a third person who is not an affiliate of Parent or Fortress Investment Group LLC (a “Third Party”) or if Parent agrees to sell a portion of its shares pursuant to a transaction in which more than 50% of the total Common Stock of the Company will be sold to a Third Party (either of such sales, a “Drag-Along Sale”), then, upon the demand of Parent, each Holder hereby agrees to sell to such Third Party the same percentage of the total number of shares of Common Stock held by such Holder on the date of the Drag-Along Notice (whether or not the restrictions on Transfer of Restricted Shares have lapsed (i.e. regardless of whether such Restricted Shares have vested))Notice, as the number of shares Parent is selling in the Drag-Along Sales bears to the total number of shares held be Parent as of the date of the Drag-Along Notice (the “Sale Percentage”), at the same price and on the same terms and conditions as Parent has agreed to with such Third Party; provided, however, that Parent shall use its reasonable, good faith efforts to provide that (i) the only representation and warranty which the Holder shall be required to make in connection with the Drag-Along Sale is a representation and warranty with respect to the Holder’s own ownership of the shares of Common Stock to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances or adverse claims and (ii) that the liability of any other Holder with respect to any representation and warranty made in connection with the Drag-Along Sale is the several liability of such other Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such other Holder in the Drag-Along Sale; provided further, that the Holder shall not be obligated to participate in any Drag Along Sale unless the Holder is provided an opinion of counsel to the effect that the Drag-Along Sale is not in violation of applicable federal or state securities or other laws or, if the Holder is not provided with an opinion with respect to any matters contemplated by this proviso, Parent shall (in addition to the indemnification contemplated below) indemnify the Holder for any violation. If the Drag-Along Sale is in the form of a merger transaction, the Holder agrees to vote his or her shares of Common Stock in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable law.

Right to Require Sale. Notwithstanding any other provision hereof, if Parent GEI agrees to sell 100% of the shares of Common Stock held by it to a third person who is not an affiliate of Parent or Fortress Investment Group LLC GEI (a “"Third Party”") or if Parent GEI agrees to sell a portion of its shares pursuant to a transaction in which more than 50% of the total Common Stock of the Company will be sold to a Third Party (either of such sales, a “"Drag-Along Sale”"), then, upon the demand of ParentGEI, each Holder hereby agrees to sell to such Third Party the same percentage of the total number of shares of Common Stock held by such Holder on the date of the Drag-Along Notice (whether or not the restrictions on Transfer of Restricted Shares have lapsed (i.e. regardless of whether such Restricted Shares have vested))Notice, as the number of shares Parent GEI is selling in the Drag-Along Sales bears to the total number of shares held be Parent GEI as of the date of the Drag-Along Notice (the “"Sale Percentage”"), at the same price and on the same terms and conditions as Parent GEI has agreed to with such Third Party; provided, however, that Parent GEI shall use its reasonable, good faith efforts to provide that (i) the only representation and warranty which the Holder shall be required to make in connection with the Drag-Along Sale is a representation and warranty with respect to the Holder’s 's own ownership of the shares of Common Stock to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances or adverse claims and (ii) that the liability of any other Holder with respect to any representation and warranty made in connection with the Drag-Along Sale is the several liability of such other Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such other Holder in the Drag-Along Sale; provided further, that the Holder shall not be obligated to participate in any Drag Drag-Along Sale unless the Holder is provided an opinion of counsel to the effect that the Drag-Along Sale is not in violation of applicable federal or state securities or other laws or, if the Holder is not provided with an opinion with respect to any matters contemplated by this proviso, Parent GEI shall (in addition to the indemnification contemplated below) indemnify the Holder for any violation. If the Drag-Along Sale is in the form of a merger transaction, the Holder agrees to vote his or her shares of Common Stock in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable law.

Right to Require Sale. (a) Notwithstanding any other provision hereofof this Agreement (including Section 1.4) to the contrary, at any time after the third anniversary of the Merger, if Parent agrees GEI receives a bona fide arms’ length offer in writing from a third Person or third Persons who are not Affiliates of any GEI Party (subject to sell Section 1.5(b), a “Third Party”) (x) to purchase 100% of the outstanding capital stock of the Company by means of a stock purchase agreement or similar agreement or through a merger, share exchange or other business combination of the Company with such Third Party or (y) to purchase or otherwise acquire all or substantially all the assets of the Company (any of the transactions described in clauses (x) and (y), an “Acquisition Proposal”), and GEI desires to accept, or cause the Company to accept, such Acquisition Proposal, then, so long as the GEI Parties continue to own at least 75% of the shares of Common Stock held owned by it to a third person who is not an affiliate of Parent or Fortress Investment Group LLC (a “Third Party”) or if Parent agrees to sell a portion of its shares pursuant to a transaction in which more than 50% the GEI Parties immediately following the effective time of the total Common Stock Merger: (i) the affirmative approval or consent of a majority of the Company will Non-Management Directors then in office shall be sold sufficient to authorize or approve, and shall be the only action by the Board of Directors (if any) required to approve, such Acquisition Proposal or the entry into any agreement, contract or arrangement relating thereto; and (ii) if such approval or consent of a Third Party (either majority of such sales, a “Dragthe Non-Along Sale”), thenManagement Directors has been obtained or granted, upon the demand of ParentGEI, each Holder Stockholder shall be required, and each Stockholder hereby agrees agrees, as the case may be (A) to sell to such Third Party the same percentage all of the total number of shares of Common Stock held capital stock of the Company owned by such Holder on the date of the Drag-Along Notice (whether or not the restrictions on Transfer of Restricted Shares have lapsed (i.e. regardless of whether such Restricted Shares have vested)), as the number of shares Parent is selling in the Drag-Along Sales bears to the total number of shares held be Parent as of the date of the Drag-Along Notice (the “Sale Percentage”), Stockholder at the same price and on the same purchase terms and conditions as Parent has the GEI Parties have agreed to with such Third Party; providedParty and (B) to vote all of the Capital Stock beneficially owned by such Stockholder in favor of such Acquisition Proposal and take all other necessary or desirable actions within their control (including, howeverwithout limitation, that Parent shall use its reasonableby attending meetings in person or by proxy for the purpose of obtaining a quorum, good faith efforts executing written consents in lieu of meetings and refraining from exercising appraisal rights with respect to provide that any such Acquisition Proposal), to cause the approval of such Acquisition Proposal. (b) For purposes of this Agreement, (i) the only representation and warranty which the Holder “Third Party” shall be required to make in connection with the Drag-Along Sale is a representation and warranty with respect to the Holder’s own ownership not include (A) any Person who owns, directly or indirectly, 10% or more of the shares Equity Interests (as defined below) of Common Stock to be sold by it and its ability to convey title thereto free and clear any GEI Party or (B) any Person in which any GEI Party owns 10% or more of liens, encumbrances or adverse claims the Equity Interests and (ii) that the liability of any other Holder “Equity Interest” means with respect to any representation Person, any and warranty made all shares, interests, participations, rights in, or other equivalents (however designated and whether voting or non-voting) of, such Person’s capital stock or other equity interests (including, without limitation, partnership or membership interests in connection with the Drag-Along Sale is the several a partnership or limited liability of such other Holder (and not joint with company or any other personinterest or participation that confers on a Person the right to receive a share of the profits and losses, or distributions of assets, of the issuing Person) and that such liability is limited to whether outstanding on the amount of proceeds actually received by such other Holder in date hereof or issued after the Drag-Along Sale; provided further, that the Holder shall not be obligated to participate in any Drag Along Sale unless the Holder is provided an opinion of counsel to the effect that the Drag-Along Sale is not in violation of applicable federal or state securities or other laws or, if the Holder is not provided with an opinion with respect to any matters contemplated by this proviso, Parent shall (in addition to the indemnification contemplated below) indemnify the Holder for any violation. If the Drag-Along Sale is in the form of a merger transaction, the Holder agrees to vote his or her shares of Common Stock in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawdate hereof.

Right to Require Sale. Notwithstanding any other provision hereof, if Parent agrees If Purchaser and all Purchaser --------------------- Affiliates agree to sell 100% 100 percent of the shares Common Shares and other stock of Common Stock DMX-UK held by it them to a third person who is not affiliated with or related to Purchaser in any manner that could allow Purchaser or a Purchaser Affiliate to enjoy an affiliate economic benefit attributable to the sale that would not be enjoyed by DMX (any such party, a "THIRD PARTY", and any such transaction, a "DRAG-ALONG SALE"), then DMX or any Permitted Transferee of Parent or Fortress Investment Group LLC DMX (a “"DRAG-ALONG SELLER"), subject to Sections 8.4.1, 8.4.2, and 8.4.3 shall sell to such Third Party”) or if Parent agrees to sell a portion of its shares pursuant to a transaction in which more than 50% of the total Common Stock of the Company will be sold to a Third Party (either of such sales, a “Drag-Along Sale”), then, upon the demand of Parentby Purchaser, each Holder hereby agrees to sell to such Third Party the same percentage of the total number of shares 100 percent of Common Stock Shares and Preference held by such Holder the Drag-Along Seller on the date of the Drag-Along Notice (whether or not the restrictions on Transfer of Restricted Shares have lapsed (i.e. regardless of whether such Restricted Shares have vested))as defined in Section 8.4.2, as the number of shares Parent is selling in the Drag-Along Sales bears to the total number of shares held be Parent as of the date of the Drag-Along Notice (the “Sale Percentage”below), at the same proportionate price and on the same terms and conditions as Parent Purchaser has agreed to with such Third Party; provided, however, -------- ------- that Parent the terms of such Drag-Along Sale shall use its reasonable, good faith efforts to provide that (i) that the only representation and warranty or covenant which the Holder any Drag-Along Seller shall be required to make in connection with the Drag-Along Sale is a representation and warranty with respect to the Holder’s its own ownership of the shares of Common Stock to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances or adverse claims and (ii) that the liability of any other Holder Drag-Along Seller with respect to any representation and warranty made in connection with the Drag-Along Sale is the several liability of such other Holder that Drag-Along Seller (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such other Holder that Drag-Along Seller in the Drag-Along Sale; provided further, that the Holder shall not be obligated to participate in any Drag Along Sale unless the Holder is provided an opinion of counsel to the effect that the Drag-Along Sale is not in violation of applicable federal or state securities or other laws or, if the Holder is not provided with an opinion with respect to any matters contemplated by this proviso, Parent shall (in addition to the indemnification contemplated below) indemnify the Holder for any violation. If the Drag-Along Sale is in the form of a merger transaction, the Holder agrees to each Drag-Along Seller shall vote his or her its shares of Common Stock in favor of such merger and shall not to exercise any rights of appraisal or dissent afforded under applicable law.

Right to Require Sale. Notwithstanding any other provision hereof, if Parent GEI agrees to sell 100% of the shares of Common Stock held by it to a third person who is not an affiliate of Parent or Fortress Investment Group LLC GEI (a “"Third Party”") or if Parent GEI agrees to sell a portion of its shares pursuant to a transaction in which more than 50% of the total Common Stock of the Company will be sold to a Third Party (either of such sales, a “"Drag-Along Sale”"), then, upon the demand of ParentGEI, each Holder hereby agrees to sell to such Third Party the same percentage of the total number of shares of Common Stock held by such Holder on the date of the Drag-Along Notice (whether or not the restrictions on Transfer of Restricted Shares have lapsed (i.e. regardless of whether such Restricted Shares have vested))Notice, as the number of shares Parent GEI is selling in the Drag-Along Sales bears to the total number of shares held be Parent GEI as of the date of the Drag-Along Notice (the “"Sale Percentage”"), at the same price and on the same terms and conditions as Parent GEI has agreed to with such Third Party; provided, however, that Parent GEI shall use its reasonable, good faith efforts to provide that (i) the only representation and warranty which the Holder shall be required to make in connection with the Drag-Along Sale is a representation and warranty with respect to the Holder’s 's own ownership of the shares of Common Stock to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances or adverse claims and (ii) claims; provided, further, however, that the Holder shall not be obligated to participate in any Drag-Along Sale unless the liability of any other such Holder with respect to any representation and warranty made in connection with the Drag-Along Sale is the several liability of such other Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such other Holder in the Drag-Drag- Along Sale; provided further, that the Holder shall not be obligated to participate in any Drag Drag-Along Sale unless the Holder is provided an opinion of counsel to the effect that the Drag-Along Sale is not in violation of applicable federal or state securities or other laws or, if the Holder is not provided with an opinion with respect to any matters contemplated by this proviso, Parent GEI shall (in addition to the indemnification contemplated below) indemnify the Holder for any violation. If the Drag-Along Sale is in the form of a merger transaction, the Holder agrees to vote his or her shares of Common Stock in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable law.

Right to Require Sale. Notwithstanding any other provision hereof, --------------------- if Parent agrees one or more Shareholders (such Shareholders, together with their Affiliates, the "Selling Shareholder(s)") proposes to enter into an agreement to sell 100% or otherwise dispose of for value Common Shares held by such Selling Shareholders representing eighty percent (80%) of the shares of issued and outstanding Common Stock held by it Shares to a third person who is not an affiliate of Parent or Fortress Investment Group LLC (any such party, a “"Third Party”") or if Parent agrees to sell in a portion of its shares bona fide transaction pursuant to a transaction in which more than 50% the Third Party will purchase all of the total Common Stock of the Company will be sold to Shares on a Third Party fully diluted and converted basis (either of any such salestransaction, a “"Drag-Along Sale”"), then, upon then each other Shareholder (the demand of Parent, each Holder "Drag-Along Shareholders") hereby agrees to sell to such Third Party Party, upon the same percentage demand of such Selling Shareholders, all of the total number of shares of Common Stock Shares and securities exercisable, convertible into or exchangeable for Common Shares held by such Holder Drag-Along Shareholders on the date of the Drag-Along Notice (whether or not the restrictions on Transfer of Restricted Shares have lapsed (i.e. regardless of whether such Restricted Shares have vested)), as the number of shares Parent is selling defined in the Drag-Along Sales bears to the total number of shares held be Parent as of the date of the Drag-Along Notice (the “Sale Percentage”), at the same price Section 3(b) below) and on the same terms and conditions as Parent has agreed to with such Third Party; provided, -------- however, that Parent in negotiating such Drag-Along Sale, the Selling Shareholders ------- shall use its reasonable, good faith efforts to provide that (i) that the only representation representations and warranty warranties or covenants which the Holder any Drag-Along Shareholder shall be required to make in connection with the Drag-Along Sale is a representation are representations and warranty warranties with respect to the Holder’s its own ownership of the shares of Common Stock to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances or adverse claims claims, its due organization, its due authorization, execution and delivery of the definitive purchase agreement (if applicable), enforceability of such purchase agreement against it and no conflict of it with such purchase agreement, (ii) that the liability of any other Holder Drag-Along Shareholder with respect to any representation and warranty representations or warranties made in connection with the Drag-Along Sale is the several liability of such other Holder Drag-Along Sharholder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such other Holder Drag-Along Shareholder in the Drag-Along Sale; provided further, that the Holder and (iii) no Drag-Along Shareholder shall not be obligated required to participate provide any indemnification to anyone in any Drag Along Sale unless the Holder is provided an opinion of counsel to the effect that connection with the Drag-Along Sale is (other than an indemnification for damages resulting from the breach of any representations or warranties made by such Drag-Along Shareholder); provided, however, that the foregoing shall not in violation limit the -------- ------- obligations of applicable federal or state securities such Drag-Along Shareholder, and such Drag-Along Shareholder hereby expressly agrees to be bound by and be subject to, any escrow or other laws or, if holdback arrangement (on a pro rata basis based on the Holder is not amount of shares sold by such Drag-Along Shareholder in proportion to all shares of the Company sold in such Drag-Along Sale) provided with an opinion with respect for in the agreement relating to any matters contemplated by this proviso, Parent shall (in addition to the indemnification contemplated below) indemnify the Holder for any violation. If the Drag-Along Sale is in the form of a merger transaction, the Holder agrees to vote his or her shares of Common Stock in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawSale.

Right to Require Sale. Notwithstanding any other provision hereof, if Parent agrees to sell 100% of the shares of Common Stock held by it to a third person who is not an affiliate of Parent or Fortress Investment Group LLC (a “Third Party”) or if Parent agrees to sell a portion of its shares pursuant to a transaction in which more than 50% of the total Common Stock of the Company will be sold to a Third Party (either of such sales, a “Drag-Along Sale”), then, upon the demand of Parent, each Holder hereby agrees to sell to such Third Party the same percentage of the total number of shares of Common Stock held by such Holder on the date of the Drag-Along Notice (whether or not the restrictions on Transfer of Restricted Shares have lapsed (i.e. regardless of whether such Restricted Shares have vested)), as the number of shares Parent is selling in the Drag-Along Sales bears to the total number of shares held be Parent as of the date of the Drag-Along Notice (the “Sale Percentage”), at the same price and on the same terms and conditions as Parent has agreed to with such Third Party; provided, however, that Parent shall use its reasonable, good faith efforts to provide that (i) the only representation and warranty which the Holder shall be required to make in connection with the Drag-Along Sale is a representation and warranty with respect to the Holder’s own ownership of the shares of Common Stock to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances or adverse claims and (ii) that the liability of any other Holder with respect to any representation and warranty made in connection with the Drag-Along Sale is the several liability of such other Holder (and not joint with any other ether person) and that such liability is limited to the amount of proceeds actually received by such other Holder in the Drag-Along Sale; provided further, that the Holder shall not be obligated to participate in any Drag Along Sale unless the Holder is provided an opinion of counsel to the effect that the Drag-Along Sale is not in violation of applicable federal or state securities or other laws or, if the Holder is not provided with an opinion with respect to any matters contemplated by this proviso, Parent shall (in addition to the indemnification contemplated below) indemnify the Holder for any violation. If the Drag-Along Sale is in the form of a merger transaction, the Holder agrees to vote his or her shares of Common Stock in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable law.

Right to Require Sale. Notwithstanding any other provision hereof, if Parent agrees If Xxxxxxxxxx and all Xxxxxxxxxx --------------------- Affiliates agree to sell 100% 100 percent of the shares of Common Stock held by it them to a third person who is not affiliated with or related to Xxxxxxxxxx in any manner that could allow Xxxxxxxxxx or a Xxxxxxxxxx Affiliate to enjoy an affiliate economic benefit attributable to the sale that would not be enjoyed by DMX (any such party, a "THIRD PARTY", and any such transaction, a "DRAG-ALONG SALE"), then DMX or any Permitted Transferee of Parent or Fortress Investment Group LLC DMX (a “"DRAG-ALONG SELLER"), subject to Sections 8.4.1, 8.4.2, and 8.4.3, shall sell to such Third Party”) or if Parent agrees to sell a portion of its shares pursuant to a transaction in which more than 50% of the total Common Stock of the Company will be sold to a Third Party (either of such sales, a “Drag-Along Sale”), then, upon the demand of Parentby Xxxxxxxxxx, each Holder hereby agrees to sell to such Third Party the same percentage of the total number of shares 100 percent of Common Stock Shares and Preference Shares held by such Holder the Drag-Along Seller on the date of the Drag-Along Notice (whether or not the restrictions on Transfer of Restricted Shares have lapsed (i.e. regardless of whether such Restricted Shares have vested))as defined in Sections 8.4.2, as the number of shares Parent is selling in the Drag-Along Sales bears to the total number of shares held be Parent as of the date of the Drag-Along Notice (the “Sale Percentage”below), at the same proportionate price and on the same terms and conditions as Parent Xxxxxxxxxx has agreed to with such Third Party; provided, however, that Parent the terms of such -------- ------- Drag-Along Sale shall use its reasonable, good faith efforts to provide that (i) that the only representation and warranty or covenant which the Holder any Drag-Along Seller shall be required to make in connection with the Drag-Along Sale is a representation and warranty with respect to the Holder’s its own ownership of the shares of Common Stock to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances or adverse claims and (ii) that the liability of any other Holder Drag-Along Seller with respect to any representation and warranty made in connection with the Drag-Along Sale is the several liability of such other Holder that Drag-Along Seller (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such other Holder that Drag- Along Seller in the Drag-Along Sale; provided further, that the Holder shall not be obligated to participate in any Drag Along Sale unless the Holder is provided an opinion of counsel to the effect that the Drag-Along Sale is not in violation of applicable federal or state securities or other laws or, if the Holder is not provided with an opinion with respect to any matters contemplated by this proviso, Parent shall (in addition to the indemnification contemplated below) indemnify the Holder for any violation. If the Drag-Along Sale is in the form of a merger transaction, the Holder agrees to each Drag-Along Seller shall vote his or her its shares of Common Stock in favor of such merger and shall not to exercise any rights of appraisal or dissent afforded under applicable law.

Right to Require Sale. Notwithstanding any other provision hereofof this Agreement, if Parent agrees any GEI Party receives a bona fide arms' length offer in writing from a third Person or third Persons who are not Affiliates of any GEI Party (a "Third Party") (a) to sell purchase 100% of the shares of Common Stock, Junior Preferred Stock and/or Senior Preferred Stock held by it the GEI Parties; (b) to a third person who is not an affiliate of Parent or Fortress Investment Group LLC (a “Third Party”) or if Parent agrees to sell a portion of its shares pursuant to a transaction in which more than purchase 50% or more of the total outstanding Shares of Common Stock, Junior Preferred Stock and/or Senior Preferred Stock; or (c) to effect a business combination of the Company will be sold to a with such Third Party or the purchase or other acquisition of all or substantially all the assets of the Company by such Third Party (either any of the transactions described in clauses (a), (b) and (c), an "Acquisition Proposal"), and any GEI Party desires to accept or cause the Company to accept such sales, a “Drag-Along Sale”)Acquisition Proposal, then, upon the demand of ParentGEI, each Management Holder hereby agrees shall be required, as the case may be (x) to sell to such Third Party the same percentage of the total a number of shares of Common Stock, Junior Preferred Stock held and/or Senior Preferred Stock (as applicable), if any, equal to the number of shares (which may be all shares of Common Stock, Junior Preferred Stock and/or Senior Preferred Stock owned by such Holder on Management Holder) specified in the date of the applicable Drag-Along Notice (whether or not the restrictions on Transfer of Restricted Shares have lapsed (i.e. regardless of whether such Restricted Shares have vested)as defined below), as the number of shares Parent is selling in the Drag-Along Sales bears to the total number of shares held be Parent as of the date of the Drag-Along Notice (the “Sale Percentage”), at for the same price consideration and on the same purchase terms and conditions as Parent has the GEI Parties have agreed to with such Third Party; provided, however, that Parent shall use its reasonable, good faith efforts Party and (y) to provide that (i) the only representation and warranty which the Holder shall be required to make in connection with the Drag-Along Sale is a representation and warranty with respect to the Holder’s own ownership vote all of the shares Capital Stock beneficially owned by such Management Holder in favor of Common Stock to be sold such Acquisition Proposal and take all other necessary or desirable actions within their control (including, without limitation, by it attending meetings in person or by proxy for the purpose of obtaining a quorum, executing written consents in lieu of meetings and its ability to convey title thereto free and clear of liens, encumbrances or adverse claims and (ii) that the liability of any other Holder refraining from exercising appraisal rights with respect to any representation and warranty made in connection with such Acquisition Proposal), to cause the Drag-Along Sale is the several liability approval of such other Acquisition Proposal. For the avoidance of doubt, clause (x) above does not require a Management Holder to sell (and not joint with any other personi) and that such liability is limited to the amount of proceeds actually received by such other Holder in the Drag-Along Sale; provided further, that the Holder shall not be obligated to participate in any Drag Along Sale unless the Holder is provided an opinion of counsel to the effect that the Drag-Along Sale is not in violation of applicable federal or state securities or other laws or, if the Holder is not provided with an opinion with respect to any matters contemplated by this proviso, Parent shall (in addition to the indemnification contemplated below) indemnify the Holder for any violation. If the Drag-Along Sale is in the form of a merger transaction, the Holder agrees to vote his or her shares of Common Stock in favor of such merger and not to exercise any rights of appraisal unless a GEI Party is selling Common Stock, (ii) Senior Preferred Stock unless a GEI Party is selling Senior Preferred Stock, or dissent afforded under applicable law(iii) Junior Preferred Stock unless a GEI Party is selling Junior Preferred Stock.

Right to Require Sale. Notwithstanding any other provision hereof(a) Upon, if Parent agrees and for the two-year period after, the occurrence of a Change in Control, CGLH LP and CGLH GP shall have the right to sell 100% require IHC to purchase all, but not less than all, of the shares of Common Stock held by it to a third person who is not an affiliate of Parent or Fortress Investment Group LLC (a “Third Party”) or if Parent agrees to sell a portion of its shares pursuant to a transaction in which more than 50% of the total Common Stock of the Company will be sold to a Third Party (either of such sales, a “Drag-Along Sale”), then, upon the demand of Parent, each Holder hereby agrees to sell to such Third Party the same percentage of the total number of shares of Common Stock Partnership Interests held by such Holder on entity(ies) for cash at the purchase price determined pursuant to Section 11.9(b) hereof. Such right shall be exercised by delivery of a written notice by CGLH LP and CGLH GP to IHC GP and IHC LP, respectively, that CGLH LP and CGLH GP elects to exercise their right under this Section 11.9. The date of such notice shall be the Drag-Along Notice "Put Date". (whether or not the restrictions on Transfer of Restricted Shares have lapsed (i.e. regardless of whether such Restricted Shares have vested)), as the number of shares Parent is selling in the Drag-Along Sales bears b) The purchase price to be paid shall be equal to the total number of shares held be Parent amount, determined as of the date Put Date, that a willing buyer would pay to a willing seller for CGLH LP's and CGLH GP's Partnership Interests, taking into account assumed liabilities, determined as a whole and in the context of the Drag-Along Notice Partnership as a going concern in an arm's length, negotiated transaction without undue time constraints (the “Sale Percentage”"Purchase Price"). In determining the Purchase Price, no discounts for lack of control or lack of marketability shall be applied. The Purchase Price shall be determined jointly by CGLH GP and CGLH LP, on the one hand, and IHC, on the other hand. If there is a dispute between these parties as to the Purchase Price (which dispute remains unresolved for 10 Business Days), at such dispute shall be submitted for final determination to a mutually acceptable investment banking firm of national reputation familiar with the same price valuation of companies in the hospitality and lodging industry ("Investment Banking Firm"). In the event that these parties cannot agree on a mutually acceptable Investment Banking Firm within 10 Business Days, CGLH GP and CGLH LP, on the same terms one hand, and conditions IHC GP and IHC LP, on the other hand, shall each select one Investment Banking Firm, and shall cause such firms to promptly select a third Investment Banking Firm within five Business Days. The three Investment Banking Firms so selected shall, by majority vote, render their final determination as Parent has agreed to with such Third Party; providedpromptly as practicable and in any event within 20 Business Days, however, that Parent shall use its reasonable, good faith efforts to provide that (i) the only representation and warranty which the Holder determination shall be required to make in connection with final and binding on the Drag-Along Sale is a representation parties. The fees and warranty with respect to expenses of any such determination shall be borne by equally by CGLH GP and CGLH LP, on the Holder’s own ownership one hand, and IHC GP and IHC LP, on the other hand. (c) Upon the closing of the shares of Common Stock sale under this Section 11.9, CGLH LP and CGLH GP shall thereupon cease to be sold by it and its ability Partners of the Partnership (or to convey title thereto free and clear of liens, encumbrances or adverse claims and (ii) that the liability of have any other Holder with respect to any representation and warranty made in connection with the Drag-Along Sale is the several liability of such other Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such other Holder in the Drag-Along Sale; provided further, that the Holder shall not be obligated to participate in any Drag Along Sale unless the Holder is provided an opinion of counsel to the effect that the Drag-Along Sale is not in violation of applicable federal or state securities economic or other laws or, if the Holder is not provided with an opinion with respect to any matters contemplated by this proviso, Parent shall (in addition to the indemnification contemplated below) indemnify the Holder for any violation. If the Drag-Along Sale is in the form of a merger transaction, the Holder agrees to vote his or her shares of Common Stock in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable lawinterest therein).