Common use of Any Drag Clause in Contracts

Any Drag. Along Notice shall contain (1) the name and address of the proposed transferee(s), (2) the proposed purchase price, terms of payment and other material terms and conditions of the proposed Drag-Along Transaction, and (3) the number of shares of the Dragged Holder's Series B Preferred and/or Converted Shares to be included in the Transfer (the "DRAGGED SHARES"), which may be up to the number of shares of Series B Preferred and Converted Shares owned by such Dragged Holder at the time of the proposed Transfer, multiplied by a fraction (i) the numerator of which is the number of shares of Converted Shares and/or Series C Preferred (on an as-converted basis) to be sold by the Dragging Holder, and (ii) the denominator of which is the total number of Converted Shares and/or shares of Series C Preferred (on an as-converted basis) owned by the Dragging Holder immediately prior to such Transfer.