Common use of Take-Along Rights Clause in Contracts

Take-Along Rights. (a) If any person or entity offers to acquire all or substantially all of the assets or business of the Company, by merger, sale of assets, stock purchase or otherwise, and the holders of (i) 66 2/3% in interest of the then outstanding shares of Series A Stock, (ii) 66 2/3% in interest of the then outstanding shares of Series B Stock and (iii) a majority in interest of the then outstanding shares of Common Stock, voting separately, have voted in favor of such transaction (whether at an annual or special meeting of stockholders or by written consent in lieu of a meeting of stockholders) (an “Approved Sale”), then all remaining holders of Series A Stock, Series B Stock and Common Stock shall be obligated to (a) vote all of their shares of Capital Stock (the “Shares”) in favor of the transaction, (b) sell, transfer or exchange all of their Shares in connection with such transaction on the same terms as those consented to by such consenting holders of the Company’s voting Capital Stock (with appropriate adjustment to reflect the conversion of convertible securities and the preference and priorities of the Company’s Preferred Stock), and (c) execute and deliver such instruments of conveyance and transfer and take such other actions, including executing any purchase agreement, merger agreement, indemnity agreement, escrow agreement or related documents, as may be reasonably required by the Company in order to carry out the terms and provision of this Section 5. (b) If the Approved Sale is structured as a merger or consolidation, all holders of Series A Stock, Series B Stock and Common Stock (each an “Obligee”) shall waive any dissenters’ rights, appraisal rights or similar rights in connection with the Approved Sale. If an Obligee fails or refuses to vote or sell his, her or its Shares as required by, or votes its Shares in contravention of, this Section 5, then each such Obligee hereby grants to the Company’s then Chief Executive Officer an irrevocable proxy, coupled with an interest, to vote such Shares in accordance with this Section 5, and hereby appoints such officer its attorney in fact, to sell such Shares in accordance with the terms of this Section 5. At the closing of such transaction, each Obligee shall deliver, against receipt of the consideration payable in such transaction, certificates representing the Shares which such Obligee holds of record or beneficially, with all endorsements necessary for transfer. In the event that an Obligee fails or refuses to comply with the provisions of this Section 5, the Company, the Stockholders and the purchaser in such transaction, at their option, may elect to proceed with such transaction notwithstanding such failure or refusal and, in such event and upon tender of the specified consideration to any Obligee, the rights of any such Obligee with respect to the Shares of such Obligee shall cease.

Take-Along Rights. In the case of a proposed sale of Shares ----------------- (a) If other than pursuant to Section 2.2), if, at any person time after the Initial Share Holding Period, any Shareholder or entity offers to acquire all or substantially all Shareholders holding, in the aggregate, at least a majority of the assets aggregate outstanding Ordinary Shares and Non-Voting Ordinary Shares (such Shareholder or business Shareholders, the "Majority Shareholders") --------------------- receive an offer from a third party (a "Take-Along Buyer") to purchase or ---------------- otherwise acquire at least a majority of the Companyaggregate outstanding Ordinary Shares and Non-Voting Ordinary Shares, the Company shall, at the request of such Majority Shareholders and subject to approval by mergerthe Board (in accordance with Article V), sale of assetsdeliver written notice (a "Take-Along Notice") to each other ----------------- Shareholder (the "Take-Along Shareholders"), stock purchase or otherwisestating that such Majority ----------------------- Shareholders wish to exercise their rights under this Section 2.6 with respect to such Transfer, setting forth the name and the holders of (i) 66 2/3% in interest address of the then outstanding shares Take-Along Buyer, the proposed amount and form of Series A Stock, (ii) 66 2/3% in interest of the then outstanding shares of Series B Stock consideration and (iii) a majority in interest of the then outstanding shares of Common Stock, voting separately, have voted in favor of such transaction (whether at an annual and if such consideration consists in part or special meeting in whole of stockholders or by written consent in lieu of a meeting of stockholders) (an “Approved Sale”)property other than cash, then all remaining holders of Series A Stockthe Majority Shareholders will provide such information, Series B Stock and Common Stock shall be obligated to (a) vote all of their shares of Capital Stock (the “Shares”) in favor of extent reasonably available to the transactionMajority Shareholders, (b) sell, transfer or exchange all of their Shares in connection with relating to such transaction on non-cash consideration as the same terms as those consented to by such consenting holders of the Company’s voting Capital Stock (with appropriate adjustment to reflect the conversion of convertible securities and the preference and priorities of the Company’s Preferred Stock), and (c) execute and deliver such instruments of conveyance and transfer and take such other actions, including executing any purchase agreement, merger agreement, indemnity agreement, escrow agreement or related documents, as Take-Along Shareholders together may be reasonably required by the Company request in order to carry out the evaluate such non-cash consideration) and other terms and provision conditions offered by the Take-Along Buyer, including the number of this Section 5. Ordinary Shares and any Preferred Shares proposed to be Transferred. Upon delivery of a Take-Along Notice, each Take-Along Shareholder shall be required to Transfer that percentage of its Preferred Shares and that percentage of its Ordinary Shares (bincluding for these purposes Non-Voting Ordinary Shares) If equal to the Approved Sale is structured percentage of the Preferred Shares and/or Ordinary Shares (including for these purposes Non-Voting Ordinary Shares) (as a merger or consolidationthe case may be) held by the Majority Shareholders being transferred at the same price per Preferred Share and/or Ordinary Share (including for these purposes Non-Voting Ordinary Shares) (as the case may be) and upon the terms, conditions, and provisions, if any, of the offer so accepted by the Majority Shareholders, including making the same representations, warranties, covenants, indemnities and agreements that the Majority Shareholders agree to make (except that, in the case of representations, warranties, conditions, covenants, indemnities and agreements pertaining specifically to the Majority Shareholders, each Shareholder shall make the 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 holders of Series A Stockrepresentations, Series B Stock warranties, covenants, -------- indemnities and Common Stock agreements (each an “Obligee”other than those referred to in the immediately preceding exception) shall waive be made by each Majority Shareholder and each Take-Along Shareholder severally and not jointly and that any dissenters’ rights, appraisal rights or similar rights in connection with liability of the Approved Sale. If an Obligee fails or refuses to vote or sell his, her or its Shares as required by, or votes its Shares in contravention of, this Section 5, then Majority Shareholders and the Take-Along Shareholders thereunder shall be borne by each such Obligee hereby grants of them on a pro rata basis determined according to the Company’s then Chief Executive Officer an irrevocable proxy, coupled with an interest, to vote such number of Ordinary Shares in accordance with this Section 5, and hereby appoints such officer its attorney in fact, to sell such Shares in accordance with the terms (including for these purposes Non-Voting Ordinary Shares) sold by each of this Section 5. At the closing of such transaction, each Obligee shall deliver, against receipt of the consideration payable in such transaction, certificates representing the Shares which such Obligee holds of record or beneficially, with all endorsements necessary for transferthem. In the event that an Obligee fails any such Transfer is structured as a merger, consolidation or refuses similar business combination, each Take-Along Shareholder agrees to comply with the provisions of this Section 5, the Company, the Stockholders and the purchaser vote in such transaction, at their option, may elect to proceed with such transaction notwithstanding such failure or refusal and, in such event and upon tender favor of the specified consideration transaction and take all action to waive any Obligeedissenters, the rights of any such Obligee with respect to the Shares of such Obligee shall ceaseappraisal or other similar rights.

Take-Along Rights. a. If the Board of Managers approves any sale of the Company by merger, consolidation, sale of the Company’s assets, sale of Units or otherwise, to any Person that is not an Affiliate of a Member, each Member and each holder of an Economic Interest hereby agrees to consent to, vote for and raise no objections to such sale (athe “Take-Along Right”) and agrees to transfer all rights, title and interest such Member or holder has in the Company at the closing of the approved transaction; provided, however, that the Board of Managers shall provide a certificate to each Member certifying that the terms and conditions of such sale are on an arms-length basis and are fair to the Company. In issuing any such certificate, the Board of Managers may rely on a fairness opinion issued by any qualified Person, or may rely on reasonable valuations of the Company provided by independent third-party consultants of the Company. If any person or entity offers to acquire all or substantially such sale is structured as a sale of all of the assets outstanding Units, each Member and each holder of an Economic Interest shall sell all of such Person’s Units and/or Economic Interests on the terms approved by the Board of Managers so long as such terms respect the liquidation rights and preferences associated with each class of Units, and each Member agrees to take all reasonable actions requested by the Board of Managers or business the purchaser in connection with the consummation of any such sale pursuant to such terms. The provisions of this Section 8.9 shall supersede any Member’s rights of first refusal pursuant to Section 8.5. b. If the closing of any sale of Units pursuant to Section 8.9(a) has not been affected within one hundred eighty (180) days after the Board of Managers approve of such sale, the Take-Along Right shall terminate as to that proposed transaction; provided, however, the provisions of Section 8.9(a) may thereafter be reinstated for that transaction by vote of the Company, by merger, Board of Managers. Termination of Take- Along Rights for one transaction shall not affect the Take-Along Rights for any subsequent transaction. c. Nothing contained in this Section 8.9 shall obligate the Board of Managers to consummate any sale of assets, stock purchase or otherwisethe Company hereunder, and any such sale may be abandoned by the holders Board of (i) 66 2/3% in interest Managers at any time. If any such proposed sale is abandoned, the Board of Managers shall promptly send written notice thereof to each of the then outstanding shares Members. d. Notwithstanding the foregoing, no Member shall be required to enter into agreement to which a Take-Along Right applies unless: (1) any representations and warranties to be made by such Member in connection with the sale of Series A Stockits Units are limited to representations and warranties related to authority, ownership and the ability to convey title to such Units, including, but not limited to, representations and warranties that (A) the Member holds all right, title and interest in and to the Units such Member purports to hold, free and clear of all liens and encumbrances, (iiB) 66 2/3% in interest the obligations of the then outstanding shares Member in connection with the transaction have been duly authorized, if applicable, (C) the documents to be entered into by the Member have been duly executed by the Member and delivered to the acquirer and are enforceable (subject to customary limitations) against the Member in accordance with their respective terms; (D) neither the execution and delivery of Series B Stock and (iii) a majority documents to be entered into by the Member in interest of the then outstanding shares of Common Stock, voting separately, have voted in favor of such transaction (whether at an annual or special meeting of stockholders or by written consent in lieu of a meeting of stockholders) (an “Approved Sale”), then all remaining holders of Series A Stock, Series B Stock and Common Stock shall be obligated to (a) vote all of their shares of Capital Stock (the “Shares”) in favor of connection with the transaction, nor the performance of the Member’s obligations thereunder, will cause a breach or violation of the terms of any agreement to which the Member is a party, or any law or judgment, order or decree of any court or governmental agency that applies to the Member; and (bE) sellthe Member is solvent and not subject to any bankruptcy or similar proceeding; (2) such Member is not required to agree (unless such Member is a Company officer or employee) to any restrictive covenant in connection with the proposed sale (including without limitation any covenant not to compete or covenant not to solicit customers, transfer employees or exchange suppliers of any party to the proposed sale); (3) the Member is not liable for the breach of any representation, warranty or covenant made by any other Person in connection with the proposed sale, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Member of any of identical representations, warranties and covenants provided by all of their Shares Members); (4) liability shall be limited to such Member’s applicable share (determined based on the respective proceeds payable to each Member in connection with such transaction on proposed sale) of a negotiated aggregate indemnification amount that applies equally to all Members but that in no event exceeds the amount of consideration otherwise payable to such Member in connection with such proposed sale, except with respect to claims related to fraud, bad faith, gross negligence or willful misconduct by such Member, the liability for which need not be limited as to such Member; and (5) upon the consummation of the proposed sale (A) each holder of each class of Units of the Company will receive the same terms form of consideration for their Units of such class as those consented to is received by other holders in respect of their Units of such consenting same class of Units, and if any holders of the Company’s voting Capital Stock (with appropriate adjustment to reflect the conversion of convertible securities and the preference and priorities any Units of the Company’s Preferred Stock), and (c) execute and deliver such instruments Company are given a choice as to the form of conveyance and transfer and take such other actions, including executing any purchase agreement, merger agreement, indemnity agreement, escrow agreement or related documents, as may consideration to be reasonably required by the Company in order to carry out the terms and provision of this Section 5. (b) If the Approved Sale is structured received as a merger or consolidationresult of the proposed sale, all holders of Series A Stocksuch Units will be given the same option, Series B Stock (B) each holder of Units will receive the same amount of consideration per Unit as is received by other holders in respect of their Units of such same Class, and Common Stock (C) unless waived as may be required by law, the aggregate consideration receivable by all holders of Units shall be allocated among the holders of Units on the basis of the relative liquidation preferences to which the holders of each an “Obligee”) shall waive any dissenters’ rights, appraisal rights or similar rights respective class of Units are entitled in connection with the Approved Sale. If an Obligee fails or refuses to vote or sell his, her or its Shares as required by, or votes its Shares in contravention of, this Section 5, then each such Obligee hereby grants to a liquidation of the Company’s then Chief Executive Officer an irrevocable proxy, coupled with an interest, to vote such Shares in accordance with this Section 5, and hereby appoints such officer its attorney in fact, to sell such Shares in accordance with the terms of this Section 5. At the closing of such transaction, each Obligee shall deliver, against receipt of the consideration payable in such transaction, certificates representing the Shares which such Obligee holds of record or beneficially, with all endorsements necessary for transfer. In the event that an Obligee fails or refuses to comply with the provisions of this Section 5, the Company, the Stockholders and the purchaser in such transaction, at their option, may elect to proceed with such transaction notwithstanding such failure or refusal and, in such event and upon tender of the specified consideration to any Obligee, the rights of any such Obligee with respect to the Shares of such Obligee shall cease.

Take-Along Rights. (a) If any the Board of Directors of the Company and the holders of at least fifty percent (50%) of the outstanding Common Stock held by the Investors and their Permitted Transferees approve the sale of the Company to a person or entity offers to acquire (whether by merger, consolidation, sale of all or substantially all of the its assets or business sale of all or a majority of the Companyoutstanding capital stock) (an "Approved Sale"), by merger, and if the Approved Sale is structured as a sale of assetsstock, stock purchase or otherwise, each Investor and Permitted Transferee will agree to sell and will be permitted to sell all of such Holder's Preferred Stock on the terms and conditions approved by the Board of Directors and the holders of (i) 66 2/3% in interest a majority of the Common Stock then outstanding shares outstanding. Each Holder will take all necessary and desirable actions in connection with the consummation of Series A Stock, (ii) 66 2/3% in interest of the then outstanding shares of Series B Stock and (iii) a majority in interest of the then outstanding shares of Common Stock, voting separately, have voted in favor of such transaction (whether at an annual or special meeting of stockholders or by written consent in lieu of a meeting of stockholders) (an “Approved Sale”), then all remaining holders of Series A Stock, Series B Stock and Common Stock shall be obligated to (a) vote all of their shares of Capital Stock (the “Shares”) in favor of the transaction, . (b) sellEach Holder shall, transfer or exchange all of their Shares in connection with such transaction on the same terms as those consented a sale of its Preferred Stock pursuant to by such consenting holders of the Company’s voting Capital Stock (with appropriate adjustment to reflect the conversion of convertible securities and the preference and priorities of the Company’s Preferred StockSection 1.2(a), at the request of Seller and (c) without further cost and expense to Seller, execute and deliver such other instruments of conveyance and transfer and take such other actions, including executing any purchase agreement, merger agreement, indemnity agreement, escrow agreement or related documents, actions as may reasonably be reasonably required requested to consummate the proposed sale of Preferred Stock by Seller and the Holders pursuant to this Section 1.2. Each Investor and its Permitted Transferees will bear their pro rata share (based upon the number of shares sold) of the reasonable costs of any sale of its Preferred Stock pursuant to an Approved Sale to the extent such costs are incurred directly in connection with such Approved Sale and are not paid by the Company in order to carry out Company. Costs incurred by any Investor or its Permitted Transferees on their own behalf will not be considered costs of the terms and provision of this Section 5transaction hereunder. (bc) If the Approved Sale is structured as a merger or consolidation, all holders The obligations of Series A Stock, Series B Stock and Common Stock (each an “Obligee”) shall waive any dissenters’ rights, appraisal rights or similar rights in connection with the Approved Sale. If an Obligee fails or refuses to vote or sell his, her or its Shares as required by, or votes its Shares in contravention of, this Section 5, then each such Obligee hereby grants to the Company’s then Chief Executive Officer an irrevocable proxy, coupled with an interest, to vote such Shares in accordance with this Section 5, and hereby appoints such officer its attorney in fact, to sell such Shares in accordance with the terms of this Section 5. At the closing of such transaction, each Obligee shall deliver, against receipt of the consideration payable in such transaction, certificates representing the Shares which such Obligee holds of record or beneficially, with all endorsements necessary for transfer. In the event that an Obligee fails or refuses to comply with the provisions of this Section 5, the Company, the Stockholders and the purchaser in such transaction, at their option, may elect to proceed with such transaction notwithstanding such failure or refusal and, in such event and upon tender of the specified consideration to any Obligee, the rights of any such Obligee Investors with respect to the Shares Approved Sale of the Company are subject to the satisfaction of the conditions that: (i) upon the consummation of the Approved Sale, all of the Investors and Permitted Transferees will receive the same form and amount of consideration per share of Preferred Stock, or if any holder of Preferred Stock is given an option as to the form and amount of consideration to be received, all Investors and Permitted Transferees will be given the same option; and (ii) the terms of sale shall not include any indemnification, guaranty or the similar undertaking of the Investor (other than undertakings of Management Investors in respect of continued employment) that (A) is not made or given pro rata with other Investors on the basis of share ownership or (B) could result in liability to such Obligee shall ceaseInvestor that is in excess of the fair market value of the consideration to be received by such Investor in the Approved Sale.

Take-Along Rights. (a) If any the holders of at least sixty-six percent (66%) of the Company's Common Stock then outstanding approve the sale of the Company to a person or entity offers to acquire (whether by merger, consolidation, sale of all or substantially all of the its assets or business sale of all of the outstanding capital stock) (a "Required Sale"), each Investor and Permitted Transferee will consent to, vote for and raise no objections against, waive dissenters and appraisal rights (if any) with respect to, the Required Sale of the Company, by merger, and if the Required Sale of the Company is structured as a sale of assetsstock, stock purchase or otherwise, each Investor and Permitted Transferee will agree to sell and will be permitted to sell all of such Investor's and Permitted Transferee's Common Stock on the terms and conditions approved by the holders of at least sixty-six percent (i66%) 66 2/3% in interest of the then outstanding shares of Series A Stock, (ii) 66 2/3% in interest of the then outstanding shares of Series B Stock and (iii) a majority in interest of the then outstanding shares of Common Stock, voting separately, have voted in favor of such transaction (whether at an annual or special meeting of stockholders or by written consent in lieu of a meeting of stockholders) (an “Approved Sale”), then all remaining holders of Series A Stock, Series B Stock and Common Stock shall be obligated to (a) vote then outstanding. Each Investor and Permitted Transferee will take all of their shares of Capital Stock (the “Shares”) in favor of the transaction, (b) sell, transfer or exchange all of their Shares necessary and desirable actions in connection with such transaction on the same terms as those consented to by such consenting holders consummation of a Required Sale of the Company’s voting Capital Stock (with appropriate adjustment to reflect the conversion of convertible securities and the preference and priorities of the Company’s Preferred Stock), and (c) execute and deliver such instruments of conveyance and transfer and take such other actions, including executing any purchase agreement, merger agreement, indemnity agreement, escrow agreement or related documents, as may be reasonably required by the Company in order to carry out the terms and provision of this Section 5. (b) If the Approved Sale is structured as a merger or consolidation, all holders The obligations of Series A Stock, Series B Stock and Common Stock (each an “Obligee”) shall waive any dissenters’ rights, appraisal rights or similar rights in connection with the Approved Sale. If an Obligee fails or refuses to vote or sell his, her or its Shares as required by, or votes its Shares in contravention of, this Section 5, then each such Obligee hereby grants to the Company’s then Chief Executive Officer an irrevocable proxy, coupled with an interest, to vote such Shares in accordance with this Section 5, and hereby appoints such officer its attorney in fact, to sell such Shares in accordance with the terms of this Section 5. At the closing of such transaction, each Obligee shall deliver, against receipt of the consideration payable in such transaction, certificates representing the Shares which such Obligee holds of record or beneficially, with all endorsements necessary for transfer. In the event that an Obligee fails or refuses to comply with the provisions of this Section 5, the Company, the Stockholders and the purchaser in such transaction, at their option, may elect to proceed with such transaction notwithstanding such failure or refusal and, in such event and upon tender of the specified consideration to any Obligee, the rights of any such Obligee Investors with respect to the Shares Required Sale of the Company are subject to the satisfaction of the conditions that: (i) upon the consummation of the Required Sale all of the Investors and Permitted Transferees will receive the same form and amount of consideration per share of Common Stock, or if any holder of Common Stock is given an option as to the form and amount of consideration to be received, all Investors and Permitted Transferees will be given the same option; and (ii) the terms of sale shall not include any indemnification, guaranty or the similar undertaking of the Investor (other than undertakings of Management Investors in respect of continued employment) that (A) is not made or given pro rata with other Investors on the basis of share ownership or (B) could result in liability to such Obligee shall ceaseInvestor that is in excess of the fair market value of the consideration to be received by such Investor in the Required Sale.

Take-Along Rights. In the case of a proposed sale of Shares (a) If other than pursuant to Section 2.2), if, at any person time after the Initial Share Holding Period, any Shareholder or entity offers to acquire all or substantially all Shareholders holding, in the aggregate, at least a majority of the assets aggregate outstanding Ordinary Shares and Non-Voting Ordinary Shares (such Shareholder or business Shareholders, the "Majority Shareholders") receive an offer from a third party (a "Take-Along Buyer") to purchase or otherwise acquire at least a majority of the Companyaggregate outstanding Ordinary Shares and Non-Voting Ordinary Shares, the Company shall, at the request of such Majority Shareholders and subject to approval by mergerthe Board (in accordance with Article V), sale of assetsdeliver written notice (a "Take-Along Notice") to each other Shareholder (the "Take-Along Shareholders"), stock purchase or otherwisestating that such Majority Shareholders wish to exercise their rights under this Section 2.6 with respect to such Transfer, setting forth the name and the holders of (i) 66 2/3% in interest address of the then outstanding shares Take-Along Buyer, the proposed amount and form of Series A Stock, (ii) 66 2/3% in interest of the then outstanding shares of Series B Stock consideration and (iii) a majority in interest of the then outstanding shares of Common Stock, voting separately, have voted in favor of such transaction (whether at an annual and if such consideration consists in part or special meeting in whole of stockholders or by written consent in lieu of a meeting of stockholders) (an “Approved Sale”)property other than cash, then all remaining holders of Series A Stockthe Majority Shareholders will provide such information, Series B Stock and Common Stock shall be obligated to (a) vote all of their shares of Capital Stock (the “Shares”) in favor of extent reasonably available to the transactionMajority Shareholders, (b) sell, transfer or exchange all of their Shares in connection with relating to such transaction on non-cash consideration as the same terms as those consented to by such consenting holders of the Company’s voting Capital Stock (with appropriate adjustment to reflect the conversion of convertible securities and the preference and priorities of the Company’s Preferred Stock), and (c) execute and deliver such instruments of conveyance and transfer and take such other actions, including executing any purchase agreement, merger agreement, indemnity agreement, escrow agreement or related documents, as Take-Along Shareholders together may be reasonably required by the Company request in order to carry out the evaluate such non-cash consideration) and other terms and provision conditions offered by the Take-Along Buyer, including the number of this Section 5. Ordinary Shares and any Preferred Shares proposed to be Transferred. Upon delivery of a Take-Along Notice, each Take-Along Shareholder shall be required to Transfer that percentage of its Preferred Shares and that percentage of its Ordinary Shares (bincluding for these purposes Non-Voting Ordinary Shares) If equal to the Approved Sale is structured percentage of the Preferred Shares and/or Ordinary Shares (including for these purposes Non-Voting Ordinary Shares) (as a merger or consolidationthe case may be) held by the Majority Shareholders being transferred at the same price per Preferred Share and/or Ordinary Share (including for these purposes Non-Voting Ordinary Shares) (as the case may be) and upon the terms, conditions, and provisions, if any, of the offer so accepted by the Majority Shareholders, including making the same representations, warranties, covenants, indemnities and agreements that the Majority Shareholders agree to make (except that, in the case of representations, warranties, conditions, covenants, indemnities and agreements pertaining specifically to the Majority Shareholders, each Shareholder shall make the 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 holders of Series A Stockrepresentations, Series B Stock warranties, covenants, indemnities and Common Stock agreements (each an “Obligee”other than those referred to in the immediately preceding exception) shall waive be made by each Majority Shareholder and each Take-Along Shareholder severally and not jointly and that any dissenters’ rights, appraisal rights or similar rights in connection with liability of the Approved Sale. If an Obligee fails or refuses to vote or sell his, her or its Shares as required by, or votes its Shares in contravention of, this Section 5, then Majority Shareholders and the Take-Along Shareholders thereunder shall be borne by each such Obligee hereby grants of them on a pro rata basis determined according to the Company’s then Chief Executive Officer an irrevocable proxy, coupled with an interest, to vote such number of Ordinary Shares in accordance with this Section 5, and hereby appoints such officer its attorney in fact, to sell such Shares in accordance with the terms (including for these purposes Non-Voting Ordinary Shares) sold by each of this Section 5. At the closing of such transaction, each Obligee shall deliver, against receipt of the consideration payable in such transaction, certificates representing the Shares which such Obligee holds of record or beneficially, with all endorsements necessary for transferthem. In the event that an Obligee fails any such Transfer is structured as a merger, consolidation or refuses similar business combination, each Take-Along Shareholder agrees to comply with the provisions of this Section 5, the Company, the Stockholders and the purchaser vote in such transaction, at their option, may elect to proceed with such transaction notwithstanding such failure or refusal and, in such event and upon tender favor of the specified consideration transaction and take all action to waive any Obligeedissenters, the rights of any such Obligee with respect to the Shares of such Obligee shall ceaseappraisal or other similar rights.