Common use of Tag-Along Transaction Clause in Contracts

Tag-Along Transaction. If at any time any one or more Investors (individually and collectively, the “Majority Stockholder”) intends to transfer shares of the Company’s capital stock representing more than fifty percent (50%) of the then outstanding capital stock of the Company or more than fifty percent (50%) of the then outstanding voting power of the capital stock of the Company in a sale consummated in a single transfer or a series of related transfers to a prospective purchaser or group of prospective purchasers as part of a single transaction or group of related transactions (the “Tag-Along Transaction”), each other Holder holding more than 300,000 shares of capital stock of the Company besides any Holder listed on Schedule 1.4 to the Purchase Agreement (each a “Major Stockholder”) will have the right, at such Holder’s discretion, (the “Tag-Along Right”) to participate in such Tag-Along Transaction by selling up to the number of shares equal to the number of shares offered to be sold in the Tag-Along Transaction (the “Offered Shares” to be sold by the Majority Stockholder multiplied by a fraction, the numerator of which is the number of shares held by such Major Holder (calculated on as converted basis), and the denominator of which is the total number of shares held by all Holders (without giving effect to any sale of the shares subject to the Tag-Along Transaction). The Majority Stockholder or the Company shall provide notice of the Tag-Along Transaction to each Major Stockholder (the “Offer Notice”). Each Major Stockholder desiring to participate in the Tag-Along Transaction shall send notice of such election to the Company and the Majority Stockholder within ten (10) business days after the date of the Offer Notice (the “Co-Sale Period”).

Tag-Along Transaction. If at (i) Before the completion of a Qualified Public Offering, if any time any one Holder, Apollo or more Investors General Atlantic proposes to Transfer (individually and each, a “Transferring Holder”) to another Person or Persons (collectively, the “Majority StockholderTag-Along Offerors”) intends to transfer shares of the Company’s capital stock representing more than fifty percent (50%) of the then outstanding capital stock of the Company or more than fifty percent (50%) of the then outstanding voting power of the capital stock of the Company ), in a sale consummated in a single transfer or a series of related transfers to a prospective purchaser or group of prospective purchasers as part of a single transaction or group series of related transactions (the “Tag-Along Transaction”), each other Holder holding shares of Common Stock or, following the Control Event, if it should ever occur, Warrants (on an as-exercised basis), representing, in the aggregate, more than 300,000 5% of the shares of capital stock of the Company besides any Holder listed Common Stock on Schedule 1.4 a fully diluted basis, then, at least 10 Business Days prior to the Purchase Agreement closing of such proposed Transfer, any such Transferring Holder shall deliver a written notice (the “Tag-Along Notice”) to each Investor, Apollo and General Atlantic. Such Tag-Along Notice shall (A) set forth (1) the total number of shares of Common Stock proposed to be Transferred (the “Tag-Along Shares”), (2) the total number of shares of Common Stock beneficially owned by the Transferring Holder and each Affiliate of such Transferring Holder proposing to Transfer shares of Common Stock in such Tag-Along Transaction (each a “Major StockholderTransferring Affiliate”), (3) will the name and address of the Tag-Along Offerors, (4) the proposed amount and type of consideration (including, if the consideration consists in whole or in part of non-cash consideration, such information available to the Transferring Holder as may be reasonably necessary for the Company to properly analyze the economic value and investment risk of such non-cash consideration) and (5) the terms and conditions of payment that the Transferring Holder and its Transferring Affiliates intend to accept; and (B) indicate that the Tag-Along Offerors have been informed of the Tag-Along Rights provided for in this Section 2(a) and have agreed to purchase shares of Common Stock from the Investors, Apollo and/or General Atlantic (and their respective Affiliates), as applicable, in accordance with the terms hereof. (ii) Each Investor, Apollo and General Atlantic shall have the right, at such Holder’s discretion, right (the “Tag-Along Right”) to participate in such ), exercisable by delivering a written notice (the “Tag-Along Transaction Acceptance Notice”) to the Transferring Holder within 10 Business Days after delivery of the Tag-Along Notice, to Transfer to the Tag-Along Offerors and substitute for Tag-Along Shares held by selling the Transferring Holder, as a condition to such proposed Transfer of Tag-Along Shares by the Transferring Holder or its Transferring Affiliates, up to the number of shares of Common Stock equal to the number of shares offered Tag-Along Shares multiplied by such Person’s Tag-Along Percentage (rounded down to the nearest whole share), at a price per share equal to the same price per share of Common Stock proposed to be sold paid by the Tag-Along Offerors and otherwise on substantially the same terms and conditions set forth in the Tag-Along Transaction Notice; provided, however, that (A) as a condition to an Investor party to the “Offered Shares” Securityholder Rights Agreement exercising its Tag-Along Rights hereunder, such Investor shall irrevocably and unconditionally waive its tag-along rights set forth in the Securityholder Rights Agreement and any claims it may have against Apollo or General Atlantic for any and all failures of either of them to be sold comply with any of the provisions thereunder related to such waived tag-along rights and (B) Apollo and General Atlantic or either of them, as applicable, and their permitted assigns shall have 10 additional Business Days to deliver a Tag-Along Acceptance Notice if (I) any of the Persons party to the Securityholder Rights Agreement, the Stockholder Agreement or any other agreement to which Apollo and General Atlantic or either of them, as the case may be, is a party as of the date hereof have tag-along rights to transfers by Apollo and General Atlantic or either of them, as the case may be, and (II) any of such Persons exercise their tag-along rights thereunder. Notwithstanding anything to the contrary herein, Apollo, General Atlantic and each of their Affiliates shall have the right to assign its or their Tag-Along Rights hereunder to any of their respective Affiliates as required to satisfy its or their obligations to provide tag-along rights under the applicable agreements. (iii) The Transferring Holder (and its Transferring Affiliates) shall not Transfer any Common Stock to the Tag-Along Offerors unless each Person having a Tag-Along Right that delivered a timely Tag-Along Acceptance Notice is permitted to Transfer simultaneously therewith, and substitute for Tag-Along Shares held by the Majority Stockholder multiplied by a fractionTransferring Holder (or its Transferring Affiliates), the numerator of which is the number of shares held of Common Stock equal to the number of Tag-Along Shares multiplied by such Major Person’s Tag-Along Percentage (rounded down to the nearest whole share), at a price per share equal to the same price per share of Common Stock proposed to be paid to the Transferring Holder (calculated and its Transferring Affiliates) and otherwise on as converted basis), substantially the same terms and conditions set forth in the denominator of which is the total number Tag-Along Notice (any Person who has Tag-Along Rights who holds Warrants may deliver such Warrants in lieu of shares held by all Holders (without giving effect to any sale of the shares subject to Common Stock, with exercise of such Warrants effective upon consummation of the Tag-Along Transaction). The Majority Stockholder or . (iv) If all such Transfers of shares of Common Stock to the Company shall provide notice Tag-Along Offeror are not consummated within 120 days from delivery of the Tag-Along Transaction to each Major Stockholder (Notice, the “Offer Notice”). Each Major Stockholder desiring to participate in the Tag-Along Transaction provisions of this Section 2(a) shall send notice of such election again become effective with respect to the Company and proposed Transfer of shares of Common Stock. (v) Notwithstanding anything to the Majority Stockholder within ten contrary in this Agreement, this Section 2(a) shall not apply to (10A) business days after Permitted Transfers, (B) Transfers of shares of Common Stock made in a Qualified Public Offering or (C) Transfers of Warrants prior to the date of the Offer Notice (the “Co-Sale Period”)Control Event, if it should ever occur.

Tag-Along Transaction. If at (i) Subject to the provisions of Section 2(b), prior to the consummation of a Qualified Public Offering, if the Apollo Group desires to effect any time any sale or transfer of shares of Common Stock (other than (x) one or more Investors (individually and collectively, the “Majority Stockholder”) intends to transfer sales or transfers of shares of Common Stock made within six (6) months following the Company’s capital stock representing more than fifty percent (50date hereof of up to 25%) , in the aggregate, of the then outstanding capital stock Apollo Group’s Original Shares, to third party co-investors in which the Apollo Group will remain the controlling person with respect to such shares of Common Stock, or (y) any sales to an employee, consultant or director of the Company or more any of its Subsidiaries in connection with the hiring of such person) to any third party other than fifty percent (50%) an Affiliate of the then outstanding voting power of the capital stock of the Company Apollo Group, in a sale consummated in a single transfer one or a series of related transfers to transactions that represents at least 5% of its Original Shares (a prospective purchaser or group of prospective purchasers as part of a single transaction or group of related transactions (the “Tag-Along Transaction”), each other Holder holding more than 300,000 shares of capital stock of the Company besides any Holder listed on Schedule 1.4 it shall give written notice to the Purchase Agreement (each a “Major Stockholder”) will have Other Holders, offering them the right, at such Holder’s discretion, (the “Tag-Along Right”) option to participate in such Tag-Along Transaction by selling up to (a “Sale Notice”). The Sale Notice shall set forth the material terms (including without limitation, the number of shares equal of Common Stock proposed to be sold, the price per share and the form of consideration if other than cash for which a sale is proposed to be made) of the proposed Tag-Along Transaction and identify the contemplated transferee and the Proportionate Percentage of each Other Holder. (ii) Each of the Other Holders may, by written notice to the Company and the Apollo Group (a “Tag-Along Notice”) delivered within 15 (15) days after the date of the Sale Notice (each such Other Holder delivering such timely notice being a (“Tag-Along Holder”), elect to sell in such Tag-Along Transaction shares of Common Stock held by such Other Holder, provided that the number of shares offered of Common Stock to be sold by such Other Holder will not exceed such Other Holder’s Proportionate Percentage (as calculated pursuant to subsection (iii) below) of the total number of shares of Common Stock that the Apollo Group proposes to sell or transfer in the applicable Tag-Along Transaction. The shares of Common Stock to be sold by a Tag-Along Holder in a Tag-Along Transaction may include shares of Common Stock (x) to be distributed to such Tag-Along Holder in connection with such Tag-Along Transaction from any deferred compensation plan or (y) which such Tag-Along Holder may obtain by exercising any Options or Warrants held by such Tag-Along Holder that are vested as of the date of such Tag-Along Notice or that would vest in connection with such Tag-Along Transaction (collectively, the “Deemed Held Shares”). For purposes of Section 2(b) below, “Deemed Held Shares” shall have a correlative meaning. (iii) If none of the Other Holders delivers a timely Tag-Along Notice, then the Apollo Group may thereafter consummate the Tag-Along Transaction, on substantially the same terms and conditions as are described in the Sale Notice (but as to price, the terms shall be exactly the same or less favorable to the Apollo Group), for a period of one hundred twenty (120) days thereafter (subject to extension in the event of required regulatory approvals not having been obtained by such date but in no event later than two hundred and seventy (270) days after receipt of the Tag-Along Notice). In the event the Apollo Group has not consummated the Tag-Along Transaction within such one hundred twenty (120) day period (subject to extension as provided above), the Apollo Group shall not thereafter consummate a Tag-Along Transaction, without first providing another Sale Notice and another opportunity to the Other Holders to sell in the manner provided above. If one or more of the Other Holders gives the Apollo Group a timely Tag-Along Notice, then the Apollo Group shall use reasonable efforts to cause the prospective transferee or Group to agree to acquire all shares of Common Stock identified in all timely Tag-Along Notices, upon the same terms and conditions as are applicable to the shares of Common Stock held by the Apollo Group. If such prospective transferee is unable or unwilling to acquire all shares of Common Stock proposed to be included in the Tag-Along Transaction upon such terms, then the Apollo Group may elect either to cancel such Tag-Along Transaction or to allocate the maximum number of shares of Common Stock that such prospective transferee is willing to purchase (the “Offered Shares” Maximum Number”) among the Apollo Group and the Tag-Along Holders in the proportion that each such Tag-Along Holder’s and the Apollo Group’s Proportionate Percentage bears to be sold the total Proportionate Percentages of the Apollo Group and the Tag-Along Holders (e.g., if the Sale Notice contemplates a sale by the Majority Stockholder multiplied by a fraction, the numerator Apollo Group of which is 25% of the number of shares held by such Major Holder (calculated on as converted basis), of Common Stock outstanding and if the denominator Maximum Number is 25% of which is the total number of shares held of Common Stock outstanding, and if the Apollo Group at such time owns a 30% Proportionate Percentage and one Tag-Along Holder who owns a 20% Proportionate Percentage elects to participate with respect to all of its shares of Common Stock, then the Apollo Group would be entitled to sell a number of shares of Common Stock equal to 15% (30%/50% multiplied by all the Maximum Number) and the Tag-Along Holder would be entitled to sell a number of shares of Common Stock equal to 10% (20%/50% multiplied by the Maximum Number). If, in the event of an allocation pursuant to the previous sentence, the number of shares sold by the Tag-Along Holders in the aggregate (without giving effect to any sale of the shares subject “Aggregate Tag-Along Shares”) is less than the aggregate amount allocated to the Tag-Along Transaction). The Majority Stockholder Holders pursuant to the previous sentence (because one or the Company shall provide notice more of the such Tag-Along Transaction Holders elected in its Tag-Along Notice to each Major Stockholder (sell less than its full Proportionate Percentage), then the “Offer Notice”). Each Major Stockholder desiring Apollo Group and any Tag-Along Holder who so wishes shall have the option to participate sell in the Tag-Along Transaction shall send notice of such election to the Company and the Majority Stockholder within ten (10) business days after the date its pro rata share of the Offer Notice unallocated balance. In connection with the Tag-Along Transaction, each Tag-Along Holder shall take the actions referred to in the second sentence of Section 2(b)(ii) (the “Coas such actions would relate to a Tag-Sale Period”Along Transaction).