Common use of Tag Along Rights Drag Along Rights Clause in Contracts

Tag Along Rights Drag Along Rights. (a) In the event the Controlling Stockholders of the Company determine to dispose of all or a portion of their shares of Common Stock, with the result that they will no longer control the Company, then and in that event the Company shall give Michxxx x xotice (a "Tag-Along Notice") of such proposed sale (a "Tag-Along Sale") and the material terms of the Tag-Along Sale (the "Material Terms") no later than thirty (30) days prior to the consummation of the Tag-Along Sale. If, within twenty (20) days after a Tag-Along Notice is given to Michxxx (xx within ten (10) days after any notice of a change in the Material Terms is given to Michxxx), xhe Company receives from Michxxx x xritten request (a "Tag-Along Request") to include in the Tag-Along Sale any of the Restricted Shares held by him, such Restricted Shares (in the same proportion as the total number of shares of the Common Stock held by the Controlling Stockholders bears to the number of shares being sold by the Controlling Stockholders) shall be included in the Tag-Along Sale on the same terms and conditions and subject to the same obligations as the sale by the Controlling Stockholders, taking into account the proportionate ownership of the Controlling Stockholders and Michxxx. Xxe Company shall give Michxxx xxxmpt notice

Tag Along Rights Drag Along Rights. (a) In the event the Controlling Stockholders of the Company determine to dispose of all or a portion of their shares of Common Stock, with the result that they will no longer control the Company, then and in that event the Company shall give Michxxx x xotice (a "Tag-Along Notice") of such proposed sale (a "Tag-Along Sale") and the material terms of the Tag-Along Sale (the "Material Terms") no later than thirty (30) days prior to the consummation of the Tag-Along Sale. If, within twenty (20) days after a Tag-Along Notice is given to Michxxx (xx within ten (10) days after any notice of a change in the Material Terms is given to Michxxx), xhe Company receives from Michxxx x xritten request (a "Tag-Along Request") to include in the Tag-Along Sale any of the Restricted Option Shares held by him, such Restricted Option Shares (in the same proportion as the total number of shares of the Common Stock held by the Controlling Stockholders bears to the number of shares being sold by the Controlling Stockholders) shall be included in the Tag-Along Sale on the same terms and conditions and subject to the same obligations as the sale by the Controlling Stockholders, taking into account the proportionate ownership of the Controlling Stockholders and Michxxx. Xxe Company shall give Michxxx xxxmpt noticenotice 33 38 of any change in the Material Terms and, in such event, Michxxx xxxll have the opportunity, for a period of ten (10) days after such notice has been given, to submit a Tag-Along Request if Michxxx xxx not previously submit a Tag-Along Request or to withdraw or modify a Tag-Along Request previously made. (b) Michael's rights hereunder to participate in a Tag-Along Sale shall be contingent on Michael's compliance with each of the provisions hereof, Michael's acceptance of a proportionate delegation of any duties or obligations related to the Tag-Along Sale, including any indemnification obligations, and Michael's execution of such documents in connection with the Tag-Along Sale as may be reasonably requested by the Controlling Stockholders. (c) In connection with any proposed sale of shares of Common Stock by the Controlling Stockholders to a non-affiliated person or entity in an arms-length transaction, if Michxxx xxx not exercised his rights to sell Option Shares as contemplated under paragraph (a) of this Section 6.9, the Company shall have the right, exercisable upon notice to Michxxx, xx require that Michxxx xxxx xx the purchaser of the shares of the Controlling Stockholders the same proportion of Option Shares owned by Michxxx xx are being sold by the Controlling Stockholders, on the same terms and conditions and subject to the same obligations including any indemnification obligations, as the sale by the Controlling Stockholders, taking into account the proportionate ownership of the Controlling Stockholders and Michxxx. Xxchxxx xxxees that he will cooperate with the Company and the Controlling Stockholders in taking all such actions, including executing all such documentation, as the Company and /or the Controlling Stockholders may reasonably request. 34 39 ARTICLE VII TRANSFERABILITY OF SHARES AT TIME COMPANY SHARES ARE PUBLICLY TRADED

Tag Along Rights Drag Along Rights. (a) In the event the Controlling Stockholders of the Company determine to dispose of all or a portion of their shares of Common Stock, with the result that they will no longer control the Company, then and in that event the Company shall give Michxxx Ken x xotice (a "Tag-Along Notice") of such proposed sale (a "Tag-Along Sale") and the material terms of the Tag-Along Sale (the "Material Terms") no later than thirty (30) days prior to the consummation of the Tag-Along Sale. If, within twenty (20) days after a Tag-Along Notice is given to Michxxx Ken (xx within ten (10) days after any notice of a change in the Material Terms is given to MichxxxKen), xhe Company receives from Michxxx Ken x xritten request (a "Tag-Along Request") to include in the Tag-Along Sale any of the Restricted Shares held by him, such Restricted Shares (in the same proportion as the total number of shares of the Common Stock held by the Controlling Stockholders bears to the number of shares being sold by the Controlling Stockholders) shall be included in the Tag-Along Sale on the same terms and conditions and subject to the same obligations as the sale by the Controlling Stockholders, taking into account the proportionate ownership of the Controlling Stockholders and MichxxxKen. Xxe Company shall give Michxxx Ken xxxmpt noticenotice of any change in the Material Terms and, in such event, Ken xxxll have the opportunity, for a period of ten (10) days after such notice has been given, to submit a Tag-Along Request if Ken xxx not previously submit a Tag-Along Request or to withdraw or modify a Tag-Along Request previously made. (b) Ken's rights hereunder to participate in a Tag-Along Sale shall be contingent on Ken's compliance with each of the provisions hereof, Ken's acceptance of a

Tag Along Rights Drag Along Rights. (a) In the event the Controlling Stockholders of the Company determine to dispose of all or a portion of their shares of Common Stock, with the result that they will no longer control the Company, then and in that event the Company shall give Michxxx Dan x xotice (a "Tag-Along Notice") of such proposed sale (a "Tag-Along Sale") and the material terms of the Tag-Along Sale (the "Material Terms") no later than thirty (30) days prior to the consummation of the Tag-Along Sale. If, within twenty (20) days after a Tag-Along Notice is given to Michxxx Dan (xx within ten (10) days after any notice of a change in the Material Terms is given to MichxxxDan), xhe Company receives from Michxxx Dan x xritten request (a "Tag-Along Request") to include in the Tag-Along Sale any of the Restricted Shares held by him, such Restricted Shares (in the same proportion as the total number of shares of the Common Stock held by the Controlling Stockholders bears to the number of shares being sold by the Controlling Stockholders) shall be included in the Tag-Along Sale on the same terms and conditions and subject to the same obligations as the sale by the Controlling Stockholders, taking into account the proportionate ownership of the Controlling Stockholders and MichxxxDan. Xxe Company shall give Michxxx Dan xxxmpt noticenotice of any change in the Material Terms and, in such event, Dan xxxll have the opportunity, for a

Tag Along Rights Drag Along Rights. (a) In the event the Controlling Stockholders of the Company determine to dispose of all or a portion of their shares of Common Stock, with the result that they will no longer control the Company, then and in that event the Company shall give Michxxx Dan x xotice (a "Tag-Along Notice") of such proposed sale (a "Tag-Along Sale") and the material terms of the Tag-Along Sale (the "Material Terms") no later than thirty (30) days prior to the consummation of the Tag-Along Sale. If, within twenty (20) days after a Tag-Along Notice is given to Michxxx Dan (xx within ten (10) days after any notice of a change in the Material Terms is given to MichxxxDan), xhe Company receives from Michxxx Dan x xritten request (a "Tag-Along Request") to include in the Tag-Along Sale any of the Restricted Option Shares held by him, such Restricted Option Shares (in the same proportion as the total number of shares of the Common Stock held by the Controlling Stockholders bears to the number of shares being sold by the Controlling Stockholders) shall be included in the Tag-Along Sale on the same terms and conditions and subject to the same obligations as the sale by the Controlling Stockholders, taking into account the proportionate ownership of the Controlling Stockholders and MichxxxDan. Xxe Company shall give Michxxx Dan xxxmpt noticenotice of any change in the Material Terms and, in such event, Dan xxxll have the opportunity, for a period of ten (10) days after such notice has been given, to submit a Tag-Along Request if Dan xxx not previously submit a Tag-Along Request or to withdraw or modify a Tag-Along Request previously made. (b) Dan's rights hereunder to participate in a Tag-Along Sale shall be contingent on Dan's compliance with each of the provisions hereof, Dan's acceptance of a proportionate delegation of any duties or obligations related to the Tag-Along Sale, including any indemnification obligations, and Dan's execution of such documents in connection with the Tag-Along Sale as may be reasonably requested by the Controlling Stockholders. (c) In connection with any proposed sale of shares of Common Stock by the Controlling Stockholders to a non-affiliated person or entity in an arms-length transaction, if Dan xxx not exercised his rights to sell Option Shares as contemplated under paragraph (a) of this Section 6.9, the Company shall have the right, exercisable upon notice to Dan, xx require that Dan xxxl to the purchaser of the shares of the Controlling Stockholders the same proportion of Option Shares owned by Dan xx are being sold by the Controlling Stockholders, on the same terms and conditions and subject to the same obligations including any indemnification obligations, as the sale by the Controlling Stockholders, taking into account the proportionate ownership of the Controlling Stockholders and Dan. Xxn xxxees that he will cooperate with the Company and the Controlling Stockholders in taking all such actions, including executing all such documentation, as the Company and /or the Controlling Stockholders may reasonably request.