Common use of Tag Along Clause in Contracts

Tag Along. If either ▇▇▇▇▇ or ▇▇▇▇▇▇ (for purposes of this Section 8.4, a “Tag-Along Member”) receives a bona-fide offer from a third party (a “Tag-Along Transferee”) to effect a Transfer of all or a portion of its Interest (which such Transfer shall otherwise satisfy the terms of this Agreement) (such Transfer, a “Tag-Along Transfer”) and such Tag-Along Member (the “Tag-Along Seller”) desires to effect such Tag-Along Transfer, then prior to consummation thereof, the Tag-Along Seller or its Affiliate shall cause the Tag-Along Transferee to offer (the "Tag-Along Offer") in writing to the Tag-Along Member that is not the Tag-Along Seller (the “Tag-Along Optionor”) to purchase that portion of the Tag-Along Optionor’s and/or its Affiliates’ Interest equivalent to the portion of the Tag-Along Seller’s aggregate Interest proposed to be the subject of the Tag-Along Transfer for the Tag-Along Purchase Price and otherwise on the same terms and conditions on which the Tag-Along Transferee has agreed to acquire, and the Tag-Along Seller or its Affiliate has agreed to sell, such portion of the Tag-Along Seller’s or such Affiliate’s Interest (the "Tag-Along Terms"). The Tag-Along Optionor shall have ten (10) Business Days from the date of receipt of the Tag Along Offer in which to accept such Tag Along Offer, and the closing of such purchase shall occur within fifteen (15) calendar days after such acceptance or at such other time as the Tag-Along Seller and the Tag-Along Transferee may agree. The Tag-Along Optionor shall be deemed to have rejected such Tag Along Offer if such offer is not affirmatively accepted, in writing, by the Tag-Along Optionor within such ten (10) Business-Day period, and the Tag-Along Seller or its Affiliate, shall for one hundred twenty (120) days thereafter, be permitted to proceed with the Transfer on the Tag Along Terms without again obtaining a Tag Along Offer as above-provided.

Tag Along. If either ▇▇▇▇▇ or ▇▇▇▇▇▇ (for purposes of this Section 8.4, a “Tag-Along Member”) receives a bona-fide offer from a third party (a “Tag-Along Transferee”) to effect a Transfer of all or a portion of its Interest (which such Transfer shall otherwise satisfy 9.4.1 In the terms of this Agreement) (such Transfer, a “Tag-Along Transfer”) and such Tag-Along Member event any Investor (the “"Tag-Along Seller”") desires proposes to effect such Transfer any of its Units (other than (x) any Permitted Transfer (other than a Permitted Transfer pursuant to Article 9.2.4) or (y) any Transfer to Luxco) (a "Tag-Along TransferSale") to any Person (a "Tag-Along Purchaser"), then prior to consummation thereof, the Tag-Along Seller or its Affiliate shall cause give written notice (a "Tag-Along Notice") to each other Investor (collectively, "Tag-Along Beneficiaries") within 5 Business Days after the execution of the definitive agreement relating to the Tag-Along Transferee Sale, which notice shall (x) indicate that the Tag-Along Seller is notifying each such Tag-Along Beneficiary of the opportunity to offer Transfer its Units to the Tag-Along Purchaser in connection with the Tag-Along Sale pursuant to the provisions hereof and (y) provide the name of the Tag-Along Purchaser, specify the number of Units proposed to be purchased by the Tag-Along Purchaser and the number of Units proposed to be Transferred by the Tag-Along Seller and describe the principal terms and conditions of the Tag-Along Sale (the "Tag-Along Offer") in writing ), including the proposed price thereof and a description of any non-cash consideration. Subject to the provisions of Article 9.4.2, each Tag-Along Member that is not Beneficiary shall be entitled to require the Tag-Along Seller (the “Tag-Along Optionor”) to purchase procure that portion of the Tag-Along Optionor’s and/or its Affiliates’ Interest equivalent to the portion of the Purchaser purchases from such Tag-Along Seller’s aggregate Interest proposed Beneficiary the number of Units equal to be the subject of the its Tag-Along Transfer for the Tag-Along Purchase Price and otherwise Portion, as described below, on the same terms and conditions on which that apply to the Tag-Along Transferee has agreed to acquire, and Transfer by the Tag-Along Seller or its Affiliate has agreed pursuant to sell, such portion of the Tag-Along Seller’s or such Affiliate’s Interest Sale (the "Tag-Along Terms"). The Tag-Along Optionor including purchase price per Unit, purchase price adjustments, form of consideration, time of payment, escrow funding arrangements, representations, warranties, covenants, indemnities and other agreements in each case that pertain specifically to itself, provided that all representations, warranties and indemnities shall have ten (10) Business Days from the date of receipt of the Tag Along Offer in which to accept such Tag Along Offer, and the closing of such purchase shall occur within fifteen (15) calendar days after such acceptance or at such other time as be made by the Tag-Along Seller and the Tag-Along Transferee may agreeTagging Persons (as defined below) severally and not jointly). The Tag-Along Optionor Seller will deliver or cause to be delivered to each Tag-Along Beneficiary copies of all transaction documents relating to the Tag-Along Sale promptly after the same become available. 9.4.2 Each Tag-Along Beneficiary may exercise the right described in Article 9.4.1 (a "Tag-Along Right"), by written notice ("Tag-Along Response Notice") given to the Tag-Along Seller and Luxco no later than 10 Business Days after its receipt of the Tag-Along Notice (the "Tag-Along Notice Period;" each Tag-Along Beneficiary which timely so notifies the Tag-Along Seller, a "Tagging Person"). Each Tag-Along Response Notice shall specify the number of Units proposed to be Transferred by the applicable Tag-Along Beneficiary. The number of Units which the Tag-Along Seller and each Tagging Person may include in the Tag-Along Sale shall be deemed calculated as follows: (a) if the aggregate number of Units proposed to have rejected such Tag Along Offer if such offer is not affirmatively accepted, in writing, be Transferred by the Tag-Along Optionor within Seller and all Tagging Persons in such ten Tag-Along Sale as set forth in the Tag-Along Notice and the Tag-Along Response Notices does not exceed the number of Units that the Tag-Along Purchaser is willing to purchase, then the Tag-Along Seller and each Tagging Person may sell the number of Units as set forth in the Tag-Along Notice (10in the case of the Tag-Along Seller) Businessor the Tag-Day periodAlong Response Notices (in the case of the Tagging Persons); (b) if the aggregate number of Units proposed to be Transferred by the Tag-Along Seller and all Tagging Persons in such Tag-Along Sale as set forth in the Tag-Along Notice and the Tag-Along Response Notices exceeds the number of Units that the Tag-Along Purchaser is willing to purchase, then the Tag-Along Seller and each Tagging Person shall be entitled to include in the Tag-Along Sale only up to the lesser of (i) its Tag-Along Portion of Units and (ii) the number of Units proposed to be Transferred by it as specified in the Tag Along Offer (in the case of the Tag-Along Seller) or in its Tag-Along Response Notice (in the case of a Tagging Person) (the "Maximum Allocation"); (c) if any Units remain unallocated after applying the cut-back requirement in paragraph (b) above, then such unallocated Units shall be allocated pro rata based on the total number of Units proposed to be included by the Tag-Along Seller and each Tagging Person if such Person shall have elected to sell more than its Tag-Along Portion in the Tag-Along Notice (in the case of the Tag-Along Seller) or its Tag-Along Response Notice (in the case of a Tagging Person), but in no event shall any such Person be required to sell more than its Maximum Allocation; and (d) for the purposes of this Article 9.4, "Tag-Along Portion" means, for the Tag-Along Seller or any Tagging Person in connection with any Tag-Along Sale, the number of Units proposed to be acquired by the Tag-Along Purchaser multiplied by a fraction, the numerator of which is the number of Units owned by the Tag-Along Seller or the Tagging Person, as the case may be, and the denominator of which is the aggregate number of Units owned by the Tag-Along Seller and all Tagging Persons, collectively (in each case, treating any New Securities on an “as converted” basis). Subject to the provisions of Article 9.4.4, delivery of a Tag-Along Response Notice by a Tagging Person shall constitute an irrevocable acceptance of the Tag-Along Offer by such Tagging Person with respect to the number of Units proposed to be Transferred by the applicable Tagging Person therein. Subject to the provisions of Article 9.4.4, at the termination of the Tag-Along Notice Period, if a Tag-Along Beneficiary shall not have elected to participate in the Tag-Along Sale by delivery of a Tag-Along Response Notice, such Tag-Along Beneficiary shall be deemed to have waived its AffiliateTag-Along Rights in respect of such Tag-Along Sale. 9.4.3 Each Tag-Along Response Notice shall include wire transfer instructions for payment of any cash consideration as part of the purchase price for the Units to be Transferred in such Tag-Along Sale. Each Tagging Person shall deliver to the Tag-Along Seller (or its designated agent), no later than 5 Business Days prior to the proposed closing date for the Tag-Along Sale, a power of attorney authorizing the Tag-Along Seller to Transfer such Units on the terms set forth in the Tag-Along Notice, together with any other documents necessary to Transfer rights and title to the Units. Failure to deliver such documents in time shall result in forfeiture of such Tagging Person’s Tag-Along Right with respect to such Tag-Along Sale and a re-determination of the Tag-Along Portion attributable to the other Tagging Persons, if applicable, if such failure materially adversely affects the ability of the Tag-Along Seller and other Tagging Persons to close the Tag-Along Sale as and when contemplated. 9.4.4 In the event of a material change of the Tag-Along Offer (it being understood that any increase of the price payable per Unit by more than 5% of the original price shall be deemed a "material beneficial change" and any decrease of the price payable shall be deemed a "material adverse change"), the Tag-Along Seller shall (i) (if such change is a material adverse change) give written notice of such change to each Tagging Person, which shall have the right to revoke its election to participate in the Tag-Along Sale by providing written notice to the Company within 10 Business Days of receiving the notice of the change in terms, or (ii) (if such change is a material beneficial change) give written notice of such change to each Tag-Along Beneficiary, which shall have the right to participate in the Tag-Along Sale, in each case, by providing written notice to the Company within 10 Business Days of receiving the notice of the change in terms. Any allocation determined in accordance with Article 9.4.2 will be redetermined following any such material change and the expiration of the applicable 10 Business Day period. If for any reason the number of Units to be purchased is increased or decreased, the allocations shall be redetermined in accordance with Article 9.4.2 based upon such greater or lesser (as the case may be) aggregate number of Units to be Transferred. 9.4.5 The Tag-Along Seller shall Transfer or cause to be Transferred, on behalf of itself and as attorney for any Tagging Person pursuant to the relevant power-of-attorney in favour of the Tag-Along Seller, the Units of the Tag-Along Seller and all Tagging Persons elected to be Transferred on the closing date specified in the Tag-Along Offer (which shall occur no sooner than 20 Business Days after the date of the Tag-Along Notice, as such date may be extended in accordance therewith and as a result of any re-determination of the Tag-Along Portion attributable to Tagging Persons required by this Article 9.5, the "Tag-Along Sale Settlement Date"). Concurrently with the consummation of the Tag-Along Sale, (i) the Tag-Along Seller shall notify the Tagging Persons thereof (including identifying the manner of delivery for any non-cash consideration), and (ii) the total consideration (less any hold-back or escrow pursuant to Article 9. 4.1) due to each Tagging Person shall, subject to the provisions set forth in Article 9.4.7 below, be remitted to such Tagging Person, with the cash portion of the purchase price paid by wire transfer of immediately available funds in accordance with the wire transfer instructions provided by each Tagging Person in its Tag-Along Response Notice. 9.4.6 If, on the Tag-Along Sale Settlement Date, the Tag-Along Sale is not consummated for any reason, (i) the Tag-Along Seller (or its designated agent) shall return to each Tagging Person, to the extent previously provided, the power-of-attorney that such Tagging Person delivered for Transfer pursuant to this Article 9.4 and any other documents executed by the Tagging Persons in connection with the proposed Tag-Along Sale, and (ii) no Investor shall conduct any Transfer of any of its Units without again complying with this Article 9.4, if and to the extent applicable. Notwithstanding anything contained in this Article 9.4, there shall be no liability on the part of the Tag-Along Seller to the Tagging Persons if the Tag-Along Sale is not consummated for any reason. Subject to the terms of any definitive transaction agreements executed in connection with a Tag-Along Sale, the decision of whether to effect a Transfer of Units pursuant to this Article 9.4 by the Tag-Along Seller, or to terminate any such transaction prior to consummation, is in the sole and absolute discretion of the Tag-Along Seller. 9.4.7 The rights and obligations of the Tag-Along Seller and/or Tagging Persons in respect of a Tag-Along Sale are subject to the following additional conditions: (a) each Tagging Person shall take all such actions as may be reasonably necessary, desirable or appropriate to consummate the Tag-Along Sale, as requested by the Tag-Along Seller; (b) each Tagging Person shall be bound by the same terms and conditions (to the extent set forth in the penultimate sentence of Article 9. 4.1) that apply to the Transfer by the Tag-Along Seller pursuant to the Tag-Along Sale; (c) if and to the extent the costs and expenses incurred by the Tag-Along Seller and/or each Tagging Person in connection with the Tag-Along Sale (collectively, "Tag-Along Sale Costs") are not reimbursed or paid by the Tag-Along Purchaser, Luxco shall reimburse and/or pay the Tag-Along Sale Costs to the fullest extent permitted by law. The Tag-Along Seller and each Tagging Person will be responsible for its pro rata share (based on the number of Units actually Transferred by it relative to the total number of Units actually Transferred in such Tag-Along Sale) of the Tag-Along Sale Costs to the extent not so paid, provided that the engagement by any Tagging Person of any professional adviser in connection with the Tag-Along Sale, other than legal counsel, shall for one hundred twenty (120) days thereafternot be reimbursable. Each Tagging Person agrees to permit the Tag-Along Seller to calculate the total Tag-Along Sale Costs, be permitted to proceed determine the pro rata participation of such costs, and to deduct such pro rata amounts from any proceeds payable pursuant to Article 9.4.5 above if the Tag-Along Sellers are required to pay any Tag-Along Sale Costs. 9.4.8 This Article 9.4 shall terminate upon an IPO, except with the respect to any Transfer on the Tag Along Terms without again obtaining executed as a Tag Along Offer as above-providedPrivately Negotiated Transaction.

Tag Along. If either ▇▇▇▇▇ or ▇▇▇▇▇▇ (for purposes of this Section 8.4, a “Tag-Along Member”) receives a bona-fide offer from a third party (a “Tag-Along Transferee”) to effect a Transfer of all or a portion of its Interest (which such Transfer shall otherwise satisfy 9.4.1 In the terms of this Agreement) (such Transfer, a “Tag-Along Transfer”) and such Tag-Along Member event any Investor (the “Tag-Along Seller”) desires proposes to effect such Transfer any of its Units (other than (x) any Permitted Transfer (other than a Permitted Transfer pursuant to Article 9.2.3) or (y) any Transfer to Luxco) (a “Tag-Along TransferSale”) to any Person (a “Tag-Along Purchaser”), then prior to consummation thereof, the Tag-Along Seller or its Affiliate shall cause the give written notice (a “Tag-Along Transferee Notice”) to offer each other Investor (the "collectively, “Tag-Along Offer"Beneficiaries”) in writing within 5 Business Days after the execution of the definitive agreement relating to the Tag-Along Member Sale, which notice shall (x) indicate that is not the Tag-Along Seller is notifying each such Tag-Along Beneficiary of the opportunity to Transfer its Units to the Tag-Along Purchaser in connection with the Tag-Along Sale pursuant to the provisions hereof and (y) provide the name of the Tag-Along Purchaser, specify the number of Units proposed to be purchased by the Tag-Along Purchaser and the number of Units proposed to be Transferred by the Tag-Along Seller and describe the principal terms and conditions of the Tag-Along Sale (the “Tag-Along OptionorOffer”) ), including the proposed price thereof and a description of any non-cash consideration. Subject to purchase that portion the provisions of Article 9.4.2, each Tag-Along Beneficiary shall be entitled to require the Tag-Along Optionor’s and/or its Affiliates’ Interest equivalent Seller to the portion of procure that the Tag-Along Seller’s aggregate Interest proposed to be the subject of the Purchaser purchases from such Tag-Along Transfer for Beneficiary the number of Units equal to its Tag-Along Purchase Price and otherwise Portion, as described below, on the same terms and conditions on which that apply to the Tag-Along Transferee has agreed to acquire, and Transfer by the Tag-Along Seller or its Affiliate has agreed pursuant to sell, such portion of the Tag-Along Seller’s or such Affiliate’s Interest Sale (the "Tag-Along Terms"). The Tag-Along Optionor including purchase price per Unit, purchase price adjustments, form of consideration, time of payment, escrow funding arrangements, representations, warranties, covenants, indemnities and other agreements in each case that pertain specifically to itself, provided that all representations, warranties and indemnities shall have ten (10) Business Days from the date of receipt of the Tag Along Offer in which to accept such Tag Along Offer, and the closing of such purchase shall occur within fifteen (15) calendar days after such acceptance or at such other time as be made by the Tag-Along Seller and the Tag-Along Transferee may agreeTagging Persons (as defined below) severally and not jointly). The Tag-Along Optionor Seller will deliver or cause to be delivered to each Tag-Along Beneficiary copies of all transaction documents relating to the Tag-Along Sale promptly after the same become available. 9.4.2 Each Tag-Along Beneficiary may exercise the right described in Article 9.4.1 (a “Tag-Along Right”), by written notice (“Tag-Along Response Notice”) given to the Tag-Along Seller and Luxco no later than 10 Business Days after its receipt of the Tag-Along Notice (the “Tag-Along Notice Period;” each Tag-Along Beneficiary which timely so notifies the Tag-Along Seller, a “Tagging Person”). Each Tag-Along Response Notice shall specify the number of Units proposed to be Transferred by the applicable Tag-Along Beneficiary. The number of Units which the Tag-Along Seller and each Tagging Person may include in the Tag-Along Sale shall be deemed calculated as follows: (a) if the aggregate number of Units proposed to have rejected such Tag Along Offer if such offer is not affirmatively accepted, in writing, be Transferred by the Tag-Along Optionor within Seller and all Tagging Persons in such ten Tag-Along Sale as set forth in the Tag-Along Notice and the Tag-Along Response Notices does not exceed the number of Units that the Tag-Along Purchaser is willing to purchase, then the Tag-Along Seller and each Tagging Person may sell the number of Units as set forth in the Tag-Along Notice (10in the case of the Tag-Along Seller) Businessor the Tag-Day periodAlong Response Notices (in the case of the Tagging Persons); (b) if the aggregate number of Units proposed to be Transferred by the Tag-Along Seller and all Tagging Persons in such Tag-Along Sale as set forth in the Tag-Along Notice and the Tag-Along Response Notices exceeds the number of Units that the Tag-Along Purchaser is willing to purchase, then the Tag-Along Seller and each Tagging Person shall be entitled to include in the Tag-Along Sale only up to the lesser of (i) its Tag-Along Portion of Units and (ii) the number of Units proposed to be Transferred by it as specified in the Tag Along Offer (in the case of the Tag-Along Seller) or in its Tag-Along Response Notice (in the case of a Tagging Person) (the “Maximum Allocation”); (c) if any Units remain unallocated after applying the cut-back requirement in paragraph (b) above, then such unallocated Units shall be allocated pro rata based on the total number of Units proposed to be included by the Tag-Along Seller and each Tagging Person if such Person shall have elected to sell more than its Tag-Along Portion in the Tag-Along Notice (in the case of the Tag-Along Seller) or its Tag-Along Response Notice (in the case of a Tagging Person), but in no event shall any such Person be required to sell more than its Maximum Allocation; and (d) for the purposes of this Article 9.4, “Tag-Along Portion” means, for the Tag-Along Seller or its Affiliateany Tagging Person in connection with any Tag-Along Sale, the number of Units proposed to be acquired by the Tag-Along Purchaser multiplied by a fraction, the numerator of which is the number of Units owned by the Tag-Along Seller or the Tagging Person, as the case may be, and the denominator of which is the aggregate number of Units owned by the Tag-Along Seller and all Tagging Persons, collectively (in each case, treating any New Securities on an “as converted” basis). Subject to the provisions of Article 9.4.4, delivery of a Tag-Along Response Notice by a Tagging Person shall for one hundred twenty (120) days thereafter, be permitted to proceed with constitute an irrevocable acceptance of the Transfer on the Tag Along Terms without again obtaining a Tag Tag-Along Offer as aboveby such Tagging Person with respect to the number of Units proposed to be Transferred by the applicable Tagging Person therein. Subject to the provisions of Article 9.4.4, at the termination of the Tag-providedAlong Notice Period, if a Tag-Along Beneficiary shall not have elected to participate in the Tag-Along Sale by delivery of a Tag-Along Response Notice, such Tag-Along Beneficiary shall be deemed to have waived its Tag-Along Rights in respect of such Tag-Along Sale.

Tag Along. If either ▇▇▇▇▇ (a) In the event that a Member (a “Selling Member”) seeks or ▇▇▇▇▇▇ otherwise receives and wishes to accept an offer by a third party to purchase forty percent (40%) or more of its Membership Interest (other than a Class B Affiliate), and without limitation of the consent right in Section 9.2(g), or if the Class A Member is the Selling Member and the transferee is not an Affiliate of the Selling Member, then such Selling Member shall give written notice, specifying the cash purchase price and the other material terms of such offer (and providing a copy of the proposed agreement for purposes of this Section 8.4, a such purchase and sale if then available) (“Tag-Along MemberNotice”) receives a bona-fide offer from a third party (a “), to all Tag-Along Transferee”) to effect a Transfer of all or a portion of its Interest (which such Transfer shall otherwise satisfy the terms of this Agreement) (such TransferEligible Members, a “Tag-Along Transfer”) and such Tag-Along Eligible Members and the Selling Member shall have the right to participate in the proposed sale on a pro rata basis calculated as set forth in Section 9.7(c) on terms and conditions no less favorable to the Tag-Eligible Members than those applicable to the Selling Member, exercisable by delivery of written notice delivered to the Selling Member (the “Tag-Tag Along SellerElection”) desires to effect such Tag-Along Transfer), then prior to consummation thereof, the Tag-Along Seller or its Affiliate shall cause the Tag-Along Transferee to offer (the "Tag-Along Offer") in writing to the Tag-Along Member that is not the Tag-Along Seller (the “Tag-Along Optionor”) to purchase that portion of the Tag-Along Optionor’s and/or its Affiliates’ Interest equivalent to the portion of the Tag-Along Seller’s aggregate Interest proposed to be the subject of the Tag-Along Transfer for the Tag-Along Purchase Price and otherwise on the same terms and conditions on which the Tag-Along Transferee has agreed to acquire, and the Tag-Along Seller or its Affiliate has agreed to sell, such portion of the Tag-Along Seller’s or such Affiliate’s Interest (the "Tag-Along Terms"). The Tag-Along Optionor shall have within ten (10) Business Days from the date of following receipt of the Tag Along Offer Notice (the “Election Period”), which Tag Along Election shall be irrevocable, and shall be for the sale of all of the Membership Interest of the electing Tag-Eligible Member set forth in which to accept the Tag Along Election (a “Tag Along Sale”). (b) If a Tag-Eligible Member delivers the Tag Along Election (any such Member, a “Tag Along Member”), then such Tag Along OfferMember shall be irrevocably bound (subject to the terms and conditions set forth set forth in the definitive documentation for such purchase and sale) to sell its Membership Interests on terms and conditions no less favorable to the Tag Along Member than those applicable to the Selling Member (taking into account the differences in rights, obligations and values between Class B Membership Interests and Class A Membership Interests), unless otherwise agreed to in writing by such Tag Along Member in its sole discretion. The proceeds of such Tag Along Sale shall be allocated to the Selling Member and the Tag Along Member in the amounts as would have been distributed had the proceeds been distributions pursuant to Section 6.1(a) and further provided that any proceeds held in escrow pursuant to such sale shall not constitute sale proceeds until released from such escrow for payment to the Selling Member and the Tag Along Member (which proceeds shall be so applied at the time of release from such escrow). (c) In order to be entitled to participate pursuant to a Tag Along Election, each Tag Along Member shall agree to make and shall make to the proposed transferee substantially the same representations, warranties, covenants, indemnities and agreements as the Selling Member agrees to make to the purchaser of the Selling Member’s Membership Interests and agree to the same conditions as the Selling Member agrees (except that, in the case of representations, warranties, covenants, indemnities, agreements and conditions pertaining specifically to the Selling Member, each Tag Along Member shall make comparable representations, warranties, covenants, indemnities and agreements and shall agree to comparable conditions, in each case to the extent applicable and pertaining specifically to itself and only to itself); provided, that all representations, warranties, covenants, indemnities and agreements shall be made by Members severally and not jointly; and provided further, that the liability for indemnification, in addition to being several and not joint, shall be allocated pro rata based on the decrease in the amount of the aggregate consideration each such Member would receive in such Tag Along Sale if the amount of the aggregate consideration to be distributed was reduced by the aggregate amount of such obligations (i.e., reverse waterfall), other than as to such liability in respect of the representations and warranties made to the transferee as to itself and its properties and liability in respect of its performance of its obligations to the transferee, as to which its liability shall not be limited by such allocation, and as to which no other Member shall have liability unless otherwise agreed in writing. Members’ liability in respect of such transfer will not exceed such Member’s Proceeds, except that in the case of potential liability for fraud or willful misconduct by such Member, such Member shall bear the full liability therefor. (d) The closing of the purchase of the Membership Interests with respect to which a Tag Along Election has been made will take place concurrently with the closing of the sale of the Selling Member’s Interests. The closing of such purchase sale shall occur within fifteen (15) calendar days after such acceptance or take place at such other a time as and place to be designated by mutual agreement between the Tag-Along Seller Selling Member and the Tag-applicable purchaser; provided, that the date designated for such closing shall be within ninety (90) days following the end of the Election Period unless otherwise agreed by the Selling Member and the Tag Along Transferee may agreeMember. The Tag-Along Optionor shall be deemed to have rejected net proceeds of the sale of the Membership Interests in such Tag Along Offer Sale shall be distributed to the applicable Members as if such offer is not affirmatively accepted, sale were a liquidation of the Company in writing, by the Tag-Along Optionor within such ten (10) Business-Day period, amounts and the Tag-Along Seller or its Affiliate, shall for one hundred twenty (120) days thereafter, be permitted to proceed order of priority in accordance with the Transfer on the Tag Along Terms without again obtaining a Tag Along Offer as above-providedSection 6.1.

Tag Along. If either ▇▇▇▇▇ or ▇▇▇▇▇▇ Upon thirty (for purposes 30) days written notice from the other owners of this Section 8.4the Company stating that (a) they have entered into an agreement to sell all, a “Tag-Along Member”) receives a bona-fide offer from a third party (a “Tag-Along Transferee”) to effect a Transfer of all or a portion part of its Interest (their stock to a third-party buyer, which such Transfer notice shall otherwise satisfy state the terms percentage of this Agreement) (such Transfer, a “Tag-Along Transfer”) and such Tag-Along Member (the “Tag-Along Seller”) desires their stock that they have agreed to effect such Tag-Along Transfer, then prior to consummation thereof, the Tag-Along Seller or its Affiliate shall cause the Tag-Along Transferee to offer sell (the "Tag-Along OfferSelling Percentage"), and (b) in writing that they give to the Tag-Along Member that is not the Tag-Along Seller (the “Tag-Along Optionor”) Grantee to purchase that portion of the Tag-Along Optionor’s and/or its Affiliates’ Interest equivalent right to the portion of the Tag-Along Seller’s aggregate Interest proposed to be the subject of the Tag-Along Transfer for the Tag-Along Purchase Price and otherwise on "tag along" by selling the same terms and conditions on which the Tag-Along Transferee has agreed to acquire, and the Tag-Along Seller or its Affiliate has agreed to sell, such portion Selling Percentage of the Tag-Along Seller’s or such Affiliate’s Interest Shares (the "TagTag Along Shares") to the third-Along Terms"). The Tag-Along Optionor party buyer, Grantee shall have ten (10) Business Days from the date of receipt of right to exercise his Option rights so that he has exercised and owns, in the aggregate, the Tag Along Offer in which to accept such Tag Along OfferShares, and Grantee shall give the closing of such purchase shall occur other owners, within fifteen (15) calendar days after such acceptance receiving the "Tag Along Notice", his written notice of his election to either (x) decline from participating in the sale of the Tag Along Shares or (y) accept the right to participate in the sale of the Tag Along Shares. If Grantee accepts the right to participate, and does not at such other that time own any or all of the Tag Along Shares, then unless Grantee exercises the Option, in the manner described in subsection (C), above, and at the same time as he accepts the Tag-right to participate, so that he owns the Tag Along Seller and the Tag-Along Transferee may agree. The Tag-Along Optionor Shares, Grantee shall be deemed to have rejected such Tag Along Offer if such offer is not affirmatively acceptedexercised the Option to purchase Option Shares, first with respect to the Phase I Option Shares and thereafter with respect to the Phase II Option Shares, in writingnumber so that he owns, by in the Tag-Along Optionor within such ten (10) Business-Day periodaggregate, and the Tag-Along Seller or its Affiliate, shall for one hundred twenty (120) days thereafter, be permitted to proceed with the Transfer on the Tag Along Terms without again obtaining a Shares and shall thereafter make payment therefor, and Grantee shall be bound to sell the Tag Along Offer as above-providedShares in the manner described in the Shareholders' Agreement.

Tag Along. If either ▇▇▇▇▇ (a) Each of the Shareholders hereby agrees that, unless otherwise specifically permitted in this Agreement, it shall not, in any one transaction or ▇▇▇▇▇▇ any series of similar transactions, directly or indirectly, sell or otherwise dispose of any Shares to any person (for purposes of this Section 8.4, a an “Tag-Along MemberAcquirer”) receives a bona-fide unless the terms and conditions of such sale or other disposition to the Acquirer shall include an offer from a third party by the Acquirer to all other Shareholders (a the “Tag-Along TransfereeIncluded Offerees”) to effect include, at the option of each Included Offeree, in the sale or other disposition to the Acquirer, such number of Shares beneficially owned by such Included Offeree as determined in accordance with this Section 10.2. If a Transfer of all Shareholder receives a bona fide offer to purchase or a portion of its Interest otherwise acquire (which such Transfer shall otherwise satisfy the terms of this Agreement) (such Transfer, a an “Tag-Along TransferIncluded Offer”) and any Shares held by such Tag-Along Member Shareholder which it desires to accept (the “Tag-Along SellerIncluded Shares”) desires to effect from an Acquirer, such Tag-Along Transfer, Shareholder shall then prior to consummation thereof, the Tag-Along Seller or its Affiliate shall cause the Tag-Along Transferee Included Offer to offer (the "Tag-Along Offer") in be reduced to writing to the Tag-Along Member that is not the Tag-Along Seller and shall provide written notice (the “Tag-Along OptionorIncluded Notice”) of such Included Offer to the Included Offerees in the manner set forth in this Section 10.2. The Included Notice shall contain an offer by the Acquirer to purchase that portion of the Tag-Along Optionor’s and/or its Affiliates’ Interest equivalent or otherwise acquire, in addition to the portion Included Shares being acquired from such Shareholder, Shares from the Included Offeree at a price equal to the higher of (x) the Tag-Along Seller’s aggregate Interest proposed price at which such acquisition is to be made or (y) the subject of highest price the Tag-Along Transfer Acquirer or persons acting together with it has paid for any Shares in the Tag-Along Purchase Price 12 months prior to the date the Included Offer was made, and otherwise on the same terms and conditions on as contained in the Included Offer and shall be accompanied by a true and correct copy of the Included Offer (which shall identify the Acquirer, the number of Shares which the Tag-Along Transferee has agreed Acquirer is seeking to purchase or otherwise acquire, the price contained in the Included Offer and all the other terms and conditions of the Included Offer). Each of the Included Offerees shall, within 10 days after the date the Included Notice is received by such Included Offeree (the “Included Notice Period”), deliver a written notice to the Shareholder that was the initial recipient of the Included Offer (the “Tag Along Notice”), which notice shall specify the number of Shares held by such Included Offeree which it wishes to sell pursuant to the Included Offer (the “Tag Along Shares”) and the Tag-Along Seller or its Affiliate has agreed total number of Shares then beneficially owned by such Included Offeree. In the event the Acquirer shall modify the Included Offer in any way, the Acquirer shall send an amended Included Notice to the Included Offerees. Each Included Offeree shall, if it so desires to sell, exchange, transfer or otherwise dispose of Tag Along Shares pursuant to the Included Notice, as so amended, prior to the later of five days after the date such portion amended Included Notice is received by the Included Offeree or the end of the Tag-original Included Notice Period, deliver an amended Tag Along Seller’s or such Affiliate’s Interest Notice specifying the amended number of Tag Along Shares. (the "Tag-Along Terms"). The Tag-Along Optionor b) Each Included Offeree shall have ten the right to sell pursuant to the Included Offer, as amended, a number of Tag Along Shares equal to the product of (10x) Business Days from the date total number of receipt Shares then beneficially owned by such Included Offeree multiplied by (y) a fraction, the numerator of which shall be the total number of shares proposed to be purchased by the Acquirer and the denominator of which shall be the sum of all Shares beneficially owned by the Shareholders. For purposes of this Section 10.2, the Shareholder that was the initial recipient of the Included Offer and the Included Offeree(s) are hereinafter referred to as “Sellers.” If any Seller has not indicated a desire to sell all of the Included Shares or Tag Along Offer in which Shares, as the case may be, permitted to accept such be sold by it pursuant to this Section 10.2, then any Seller who has indicated a desire to sell more than the Included Shares or Tag Along OfferShares, and the closing of such purchase shall occur within fifteen (15) calendar days after such acceptance or at such other time as the Tag-case may be, permitted to be sold by such Seller pursuant to the first sentence of this Section 10.2(b) shall have allocated to such Seller the right to sell an additional number of Included Shares or Tag Along Shares, as the case may be, owned by such Seller and until the Tag-Along Transferee may agree. The Tag-Along Optionor entire number of shares available to be sold to the Acquirer shall have been allocated among the Sellers. (c) If at the termination of the Included Notice Period any Included Offeree shall not have accepted the offer contained in the Included Notice, such Included Offeree shall be deemed to have rejected such waived any and all of its rights under this Section 10.2 with respect to the sale or other disposition of its Tag Along Offer if Shares to such offer Acquirer; provided, that such sale or disposition is completed on the terms set forth in the Included Notice within 30 days after the termination of the Included Notice Period. (d) This Section 10.2 shall not affirmatively accepted, in writing, apply to the transfer by the Tag-Along Optionor within such ten (10) Business-Day period, Investors and the Tag-Along Seller Bridgecos of Shares, without restriction, with a view to disposing of all of the Shares held by the Bridgecos and syndication to investors in DH funds provided that DH and the Partnerships collectively retain at least 25% of the “A” Common Shares or its Affiliate, shall for one hundred twenty (120) days thereafter, be permitted to proceed with the any Permitted Transfer on the Tag Along Terms without again obtaining a Tag Along Offer as above-providedunder Section 8.3 or to any transfer under Sections 9 or 10.1.

Tag Along. If either ▇▇▇▇▇ or ▇▇▇▇▇▇ (for purposes of this Section 8.4, a “Tag-Along Member”) receives a bona-fide offer from a third party (a “Tag-Along Transferee”) to effect a Transfer of all or a portion of its Interest (which such Transfer shall otherwise satisfy the terms of this Agreement) (such Transfer, a “Tag-Along Transfer”) and such Tag-Along Member (the “Tag-Along Seller”) desires to effect such Tag-Along Transfer, then prior to consummation thereof, the Tag-Along Seller or its Affiliate shall cause the Tag-Along Transferee to offer (the "Tag-Along Offer") in writing to the Tag-Along Member that is not the Tag-Along Seller (the “Tag-Along Optionor”) to purchase that portion of the Tag-Along Optionor’s and/or its Affiliates’ Interest equivalent to the portion of the Tag-Along Seller’s aggregate Interest proposed to be the subject of the Tag-Along Transfer for the Tag-Along Purchase Price and otherwise on the same terms and conditions on which the Tag-Along Transferee has agreed to acquire, and the Tag-Along Seller or its Affiliate has agreed to sell, such portion of the Tag-Along Seller’s or such Affiliate’s Interest (the "Tag-Along Terms"). The Tag-Along Optionor ACTIVE 202923160v.13 shall have ten (10) Business Days from the date of receipt of the Tag Along Offer in which to accept such Tag Along Offer, and the closing of such purchase shall occur within fifteen (15) calendar days after such acceptance or at such other time as the Tag-Along Seller and the Tag-Along Transferee may agree. The Tag-Along Optionor shall be deemed to have rejected such Tag Along Offer if such offer is not affirmatively accepted, in writing, by the Tag-Along Optionor within such ten (10) Business-Day period, and the Tag-Along Seller or its Affiliate, shall for one hundred twenty (120) days thereafter, be permitted to proceed with the Transfer on the Tag Along Terms without again obtaining a Tag Along Offer as above-provided.