Top-Up Amount Costs Sample Clauses

Top-Up Amount Costs. Each of the Company, the MD Stockholders, the MSD Partners Stockholders and the New Class C Stockholders agree that they will not enter into or participate in a Qualified Sale Transaction that includes the payment of a Top-Up Amount unless such Qualified Sale Transaction is structured so that the SLP Stockholders (a) do not bear any of the cost of the Top-Up Amount and (b) receive the same amount and type(s) of consideration (and proportions, if there is more than one type of consideration) that the SLP Stockholders would have received in such Qualified Sale Transaction if the Top-Up Amount had not been paid to the New Class C Stockholders and the New Class C Stockholders had participated in a Drag-Along Sale with respect to all of their DTI Securities in such Qualified Sale Transaction.