Common use of The Drag Clause in Contracts

The Drag. Along Offer shall be irrevocable. For the purposes of this Agreement, a "QUALIFYING OFFER" is a Third Party Offer: (i) received before April 22, 2006; and (ii) pursuant to which the holders of the Series A Shares purchased by EdgeStone pursuant to the Subscription Agreement (including any Series A Shares purchased pursuant to the EdgeStone Purchase Option) would be entitled to receive aggregate proceeds, payable in cash, equal to not less than two (2) times the aggregate amount of the Issue Price for each Series A Share held by such Persons. (b) The Drag-Along Offer shall: (i) not provide a Collateral Benefit to any Shareholder or any Affiliate or Related Party thereof (other than, to the extent that proceeds are distributed in accordance with the Articles of Amendment, in the case of any holder of Preferred Shares, the right of such holder to receive the Series A Liquidation Preference per Share or the Series B Liquidation Preference per Share, as applicable); (ii) require each of the Shareholders to provide such representations, warranties and indemnities as are reasonably requested by the Third Party; and (iii) provide that each such Shareholder's liability for representations, warranties and indemnities provided to the Third Party shall be limited to such Shareholder's share of the proceeds received from the transaction. (c) The Forced Shareholders shall be obliged to accept the Drag-Along Offer (or otherwise take all necessary action to cause the Corporation to consummate the proposed transaction, as applicable) within 3 Business Days of receipt or such other period agreeable to the Accepting Shareholders. The acceptance of the Drag-Along Offer shall be made in writing and a copy of the acceptance (or of the accepted Drag-Along Offer) shall be delivered to the Accepting Shareholders within such 3 Business Day period. (d) If any of the Forced Shareholders do not deliver an acceptance of the Drag-Along Offer within the 3 Business Day period referred to above, the Secretary of the Corporation (the "DRAG-ALONG OFFER ATTORNEY") shall be entitled to accept the Drag-Along Offer on behalf of such Forced Shareholders and to deliver the acceptance to the Third Party and, for such purpose, each of the Forced Shareholders hereby appoints the Drag-Along Offer Attorney as its attorney, on the terms set forth in Section 11.2, with full power of substitution, in the name of the Forced Shareholder to accept the Drag-Along Offer and to execute and deliver all documents and instruments to give effect to such acceptance and to establish a binding contract of purchase and sale between the Forced Shareholder and the Third Party with respect to all of the Shares and other securities held by the Forced Shareholder and to execute and deliver all deeds, transfers, assignments and assurances necessary to effectively Transfer such Shares to the Third Party. Each of the Shareholders agrees that it will perform the agreement resulting from acceptance of the Drag-Along Offer in accordance with its terms and will ratify and confirm all that the Drag-Along Offer Attorney may do or cause to be done pursuant to the foregoing. Notwithstanding that certificates or instruments evidencing the Shares may not have been delivered by any Forced Shareholder to the Third Party, upon completion of the Third Party's obligations under the Third Party Offer: (i) the purchase of Shares from the Forced Shareholder shall be deemed to have been fully completed and the records of the Corporation may be amended accordingly; (ii) all right, title, benefit and interest, both at law and in equity, in and to the Shares shall be conclusively deemed to have been transferred and assigned to and become vested in the Third Party; and (iii) all right, title, benefit and interest of such Forced Shareholder and of any other Person (other than the Third Party) having an interest in such Shares, legal or equitable, in any capacity whatsoever shall cease. (e) The purchase and sale of Shares in accordance with the provisions of the Drag-Along Offer shall be completed at the same time as the completion of the purchase and sale of Shares and/or securities between the Accepting Shareholders and the Third Party in accordance with the Third Party Offer and as part of the same closing within 60 Business Days after expiry of the 3 Business Day period referred to in Section 6.4(c). (f) If, at any time, the Corporation receives a Third Party Offer to purchase all or substantially all of the assets of the Corporation (a "DRAG-ALONG ASSET SALE") which has been approved by the Accepting Shareholders, the Shareholders hereby agree to cast such votes and sign such resolutions and other instruments as may be necessary or desirable to be obtained from them, in their capacity as shareholders of the Corporation, in order to evidence their approval of and to permit such transaction(s) of purchase and sale. For greater certainty, the distribution of proceeds under any such Drag-Along Asset Sale shall be made in accordance with the Articles of Amendment. If any Shareholder does not comply with the requirements set out in this Section 6.4(f) within 3 Business Days of being requested to do so by the Corporation, the Secretary of the Corporation (the "DRAG-ALONG ASSET SALE ATTORNEY") shall be entitled to execute and deliver such documentation and cast any such votes on behalf of such Shareholder and, for such purpose, each of the Shareholders hereby appoints the Drag-Along Asset Sale Attorney as its attorney, on the terms set forth in Section 11.2, in the name of the Shareholder, to execute and deliver instruments and cast votes, all as aforesaid. The Drag-Along Asset Sale Attorney shall have the authority, for and on behalf of the Corporation, to receive and distribute the proceeds of the Drag-Along Asset Sale in accordance with the Articles of Amendment, and the Corporation and each of the Shareholders hereby ratify and confirm all that the Drag-Along Asset Sale Attorney may do or cause or done pursuant to the foregoing. (g) In the event that a Drag-Along Offer is made in connection with a Third Party Offer and the Shares held by the Accepting Shareholders and the Forced Shareholders constitute less than all of the Shares of the Corporation, the Corporation agrees to take all steps necessary to facilitate the Third Party's compulsory acquisition pursuant to Part XVII of the CBCA of all Shares of the Corporation not already purchased by the Third Party.

The Drag. Along Offer Seller shall promptly give written notice (a “Drag-Along Notice”) to the Drag-Along Stockholders not later than five (5) Business Days prior to the consummation of the Drag-Along Transfer of any election by the Drag-Along Seller to exercise its drag-along rights under this ‎Section 4.03, setting forth, the total number of Class B Shares and Related Voteco Interests proposed to be Transferred by the Drag-Along Seller, the proposed amount of consideration (which shall be irrevocable. For only in the purposes form of this Agreement, cash consideration and can be at a "QUALIFYING OFFER" price that is a Third Party Offer: (i) received before April 22, 2006; and (ii) pursuant to which the holders no less than 95% of the Series A price specified in the Offer Notice) for such Company Shares purchased and all other material terms and conditions of the Drag-Along Transfer. The Drag-Along Notice shall also specify each Drag-Along Stockholder’s pro rata portion of the Company Shares to be Transferred and the estimated amount of the proceeds to be received by EdgeStone pursuant such Drag-Along Stockholder by the Company upon completion of the Drag-Along Transfer. Each Drag-Along Stockholder must make to the Subscription Agreement Drag-Along Buyer the same representations, warranties, covenants, indemnities and agreements as those made by the Drag-Along Seller in connection with the Drag-Along Transfer (including other than any Series A Shares purchased pursuant non-competition, non-solicitation or similar agreements or covenants that would bind the Drag-Along Stockholder, its Affiliates or any of their respective portfolio companies), and enter into agreements containing the same conditions to the EdgeStone Purchase Option) would Drag-Along Buyer as the Drag-Along Seller agrees, it being understood that all such representations, warranties, covenants, indemnities and agreements shall be entitled to receive aggregate proceeds, payable in cash, equal to made by the Drag-Along Seller and each Drag-Along Stockholder severally and not less than two (2) times jointly and that the aggregate amount of the Issue Price for each Series A Share held by such Persons. (b) The Drag-Along Offer shall: (i) not provide a Collateral Benefit to any Shareholder or any Affiliate or Related Party thereof (other than, to the extent that proceeds are distributed in accordance with the Articles of Amendment, in the case of any holder of Preferred Shares, the right of such holder to receive the Series A Liquidation Preference per Share or the Series B Liquidation Preference per Share, as applicable); (ii) require each of the Shareholders to provide such representations, warranties and indemnities as are reasonably requested by the Third Party; and (iii) provide that each such Shareholder's liability for representations, warranties and indemnities provided to the Third Party shall be limited to such Shareholder's share of the proceeds received from the transaction. (c) The Forced Shareholders shall be obliged to accept the Drag-Along Offer (or otherwise take all necessary action to cause the Corporation to consummate the proposed transaction, as applicable) within 3 Business Days of receipt or such other period agreeable to the Accepting Shareholders. The acceptance of the Drag-Along Offer Stockholder shall be made in writing not exceed, except with respect to individual representations, warranties, covenants, indemnities and a copy of the acceptance (or of the accepted Drag-Along Offer) shall be delivered to the Accepting Shareholders within such 3 Business Day period. (d) If any of the Forced Shareholders do not deliver an acceptance other agreements of the Drag-Along Offer within Stockholder as to the 3 Business Day period referred unencumbered title to aboveits Company Shares and the power, authority and legal right to Transfer such Company Shares, such Drag-Along Stockholder’s proratashare of any such liability to be determined in accordance with such Drag-Along Stockholder’s portion of the total number of Company Shares included in such Transfer; providedthat, in any event, the Secretary amount of liability of any Drag-Along Stockholder shall not exceed the aggregate proceeds such Drag-Along Stockholder received in connection with such Transfer. Each Drag-Along Stockholder shall be responsible for its proportionate share of the Corporation (costs of the "DRAG-ALONG OFFER ATTORNEY") shall be entitled Proposed Transfer to accept the extent not paid or reimbursed by the Drag-Along Offer on behalf of such Forced Shareholders and to deliver Buyer or the acceptance to the Third Party and, for such purpose, each of the Forced Shareholders hereby appoints the Drag-Along Offer Attorney as its attorney, on the terms set forth in Section 11.2, with full power of substitution, in the name of the Forced Shareholder to accept the Drag-Along Offer and to execute and deliver all documents and instruments to give effect to such acceptance and to establish a binding contract of purchase and sale between the Forced Shareholder and the Third Party with respect to all of the Shares and other securities held by the Forced Shareholder and to execute and deliver all deeds, transfers, assignments and assurances necessary to effectively Transfer such Shares to the Third Party. Each of the Shareholders agrees that it will perform the agreement resulting from acceptance of the Drag-Along Offer in accordance with its terms and will ratify and confirm all that the Drag-Along Offer Attorney may do or cause to be done pursuant to the foregoing. Notwithstanding that certificates or instruments evidencing the Shares may not have been delivered by any Forced Shareholder to the Third Party, upon completion of the Third Party's obligations under the Third Party Offer: (i) the purchase of Shares from the Forced Shareholder shall be deemed to have been fully completed and the records of the Corporation may be amended accordingly; (ii) all right, title, benefit and interest, both at law and in equity, in and to the Shares shall be conclusively deemed to have been transferred and assigned to and become vested in the Third Party; and (iii) all right, title, benefit and interest of such Forced Shareholder and of any other Person (other than the Third Party) having an interest in such Shares, legal or equitable, in any capacity whatsoever shall ceaseCompany. (e) The purchase and sale of Shares in accordance with the provisions of the Drag-Along Offer shall be completed at the same time as the completion of the purchase and sale of Shares and/or securities between the Accepting Shareholders and the Third Party in accordance with the Third Party Offer and as part of the same closing within 60 Business Days after expiry of the 3 Business Day period referred to in Section 6.4(c). (f) If, at any time, the Corporation receives a Third Party Offer to purchase all or substantially all of the assets of the Corporation (a "DRAG-ALONG ASSET SALE") which has been approved by the Accepting Shareholders, the Shareholders hereby agree to cast such votes and sign such resolutions and other instruments as may be necessary or desirable to be obtained from them, in their capacity as shareholders of the Corporation, in order to evidence their approval of and to permit such transaction(s) of purchase and sale. For greater certainty, the distribution of proceeds under any such Drag-Along Asset Sale shall be made in accordance with the Articles of Amendment. If any Shareholder does not comply with the requirements set out in this Section 6.4(f) within 3 Business Days of being requested to do so by the Corporation, the Secretary of the Corporation (the "DRAG-ALONG ASSET SALE ATTORNEY") shall be entitled to execute and deliver such documentation and cast any such votes on behalf of such Shareholder and, for such purpose, each of the Shareholders hereby appoints the Drag-Along Asset Sale Attorney as its attorney, on the terms set forth in Section 11.2, in the name of the Shareholder, to execute and deliver instruments and cast votes, all as aforesaid. The Drag-Along Asset Sale Attorney shall have the authority, for and on behalf of the Corporation, to receive and distribute the proceeds of the Drag-Along Asset Sale in accordance with the Articles of Amendment, and the Corporation and each of the Shareholders hereby ratify and confirm all that the Drag-Along Asset Sale Attorney may do or cause or done pursuant to the foregoing. (g) In the event that a Drag-Along Offer is made in connection with a Third Party Offer and the Shares held by the Accepting Shareholders and the Forced Shareholders constitute less than all of the Shares of the Corporation, the Corporation agrees to take all steps necessary to facilitate the Third Party's compulsory acquisition pursuant to Part XVII of the CBCA of all Shares of the Corporation not already purchased by the Third Party.

The Drag. Along Offer shall be irrevocable. For the purposes of this Agreement, a "QUALIFYING OFFERQualifying Offer" is a Third Party Offer: (i) received before April 22, 2006; and (ii) pursuant to which the holders of the Series A Shares purchased by EdgeStone pursuant to the Subscription Agreement (including any Series A Shares purchased pursuant to the EdgeStone Purchase Option) would be entitled to receive aggregate proceeds, payable in cash, equal to not less than two (2) times the aggregate amount of the Issue Price for each Series A Share held by such Persons. (b) The Drag-Along Offer shall: (i) not provide a Collateral Benefit to any Shareholder or any Affiliate or Related Party thereof (other than, to the extent that proceeds are distributed in accordance with the Articles of Amendment, in the case of any holder of Preferred Shares, the right of such holder to receive the Series A Liquidation Preference per Share or the Series B Liquidation Preference per Share, as applicable); (ii) require each of the Shareholders to provide such representations, warranties and indemnities as are reasonably requested by the Third Party; and (iii) provide that each such Shareholder's liability for representations, warranties and indemnities provided to the Third Party shall be limited to such Shareholder's share of the proceeds received from the transaction. (c) The Forced Shareholders shall be obliged to accept the Drag-Along Offer (or otherwise take all necessary action to cause the Corporation to consummate the proposed transaction, as applicable) within 3 Business Days of receipt or such other period agreeable to the Accepting Shareholders. The acceptance of the Drag-Along Offer shall be made in writing and a copy of the acceptance (or of the accepted Drag-Along Offer) shall be delivered to the Accepting Shareholders within such 3 Business Day period. (d) If any of the Forced Shareholders do not deliver an acceptance of the Drag-Along Offer within the 3 Business Day period referred to above, the Secretary of the Corporation (the "DRAGDrag-ALONG OFFER ATTORNEYAlong Offer Attorney") shall be entitled to accept the Drag-Along Offer on behalf of such Forced Shareholders and to deliver the acceptance to the Third Party and, for such purpose, each of the Forced Shareholders hereby appoints the Drag-Along Offer Attorney as its attorney, on the terms set forth in Section 11.2, with full power of substitution, in the name of the Forced Shareholder to accept the Drag-Along Offer and to execute and deliver all documents and instruments to give effect to such acceptance and to establish a binding contract of purchase and sale between the Forced Shareholder and the Third Party with respect to all of the Shares and other securities held by the Forced Shareholder and to execute and deliver all deeds, transfers, assignments and assurances necessary to effectively Transfer such Shares to the Third Party. Each of the Shareholders agrees that it will perform the agreement resulting from acceptance of the Drag-Along Offer in accordance with its terms and will ratify and confirm all that the Drag-Along Offer Attorney may do or cause to be done pursuant to the foregoing. Notwithstanding that certificates or instruments evidencing the Shares may not have been delivered by any Forced Shareholder to the Third Party, upon completion of the Third Party's obligations under the Third Party Offer: (i) the purchase of Shares from the Forced Shareholder shall be deemed to have been fully completed and the records of the Corporation may be amended accordingly; (ii) all right, title, benefit and interest, both at law and in equity, in and to the Shares shall be conclusively deemed to have been transferred and assigned to and become vested in the Third Party; and (iii) all right, title, benefit and interest of such Forced Shareholder and of any other Person (other than the Third Party) having an interest in such Shares, legal or equitable, in any capacity whatsoever shall cease. (e) The purchase and sale of Shares in accordance with the provisions of the Drag-Along Offer shall be completed at the same time as the completion of the purchase and sale of Shares and/or securities between the Accepting Shareholders and the Third Party in accordance with the Third Party Offer and as part of the same closing within 60 Business Days after expiry of the 3 Business Day period referred to in Section 6.4(c). (f) If, at any time, the Corporation receives a Third Party Offer to purchase all or substantially all of the assets of the Corporation (a "DRAGDrag-ALONG ASSET SALEAlong Asset Sale") which has been approved by the Accepting Shareholders, the Shareholders hereby agree to cast such votes and sign such resolutions and other instruments as may be necessary or desirable to be obtained from them, in their capacity as shareholders of the Corporation, in order to evidence their approval of and to permit such transaction(s) of purchase and sale. For greater certainty, the distribution of proceeds under any such Drag-Along Asset Sale shall be made in accordance with the Articles of Amendment. If any Shareholder does not comply with the requirements set out in this Section 6.4(f) within 3 Business Days of being requested to do so by the Corporation, the Secretary of the Corporation (the "DRAGDrag-ALONG ASSET SALE ATTORNEYAlong Asset Sale Attorney") shall be entitled to execute and deliver such documentation and cast any such votes on behalf of such Shareholder and, for such purpose, each of the Shareholders hereby appoints the Drag-Along Asset Sale Attorney as its attorney, on the terms set forth in Section 11.2, in the name of the Shareholder, to execute and deliver instruments and cast votes, all as aforesaid. The Drag-Along Asset Sale Attorney shall have the authority, for and on behalf of the Corporation, to receive and distribute the proceeds of the Drag-Along Asset Sale in accordance with the Articles of Amendment, and the Corporation and each of the Shareholders hereby ratify and confirm all that the Drag-Along Asset Sale Attorney may do or cause or done pursuant to the foregoing. (g) In the event that a Drag-Along Offer is made in connection with a Third Party Offer and the Shares held by the Accepting Shareholders and the Forced Shareholders constitute less than all of the Shares of the Corporation, the Corporation agrees to take all steps necessary to facilitate the Third Party's compulsory acquisition pursuant to Part XVII of the CBCA of all Shares of the Corporation not already purchased by the Third Party.