Common use of Drag Along Right Clause in Contracts

Drag Along Right. In the event that the Board and the holders of at least a majority of the outstanding shares of Preferred Stock (voting as a single class on an as-converted basis) (the “Requisite Holders”) approves a Deemed Liquidation Event (as defined in the Restated Certificate) or transaction in which 50% or more of the voting power of the Stock is transferred (a “Drag-Along Event”), then, so long as the liability of each stockholder in such transaction is several (and not joint) and does not exceed the stockholder’s pro rata portion of any claim and the consideration to be paid to the stockholders in such transaction will be allocated as if the consideration were the proceeds to be distributed to the Company’s stockholders in a liquidation under the Company’s then-current Certificate of Incorporation, each Investor hereby agrees to vote (in person, by proxy or by action by written consent, as applicable) all shares of Stock now or hereafter directly or indirectly owned of record or beneficially by such Investor in favor of, and adopt, such Drag-Along Event and to execute and deliver all related documentation and take such other action in support of the Drag-Along Event as shall reasonably be requested by the Company in order to carry out the terms and provision of this Section 2.3, including without limitation executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents. The obligation of any party to participate in a Drag-Along Event pursuant to this Section shall not apply to a Deemed Liquidation Event, where the other party involved in such transaction is an affiliate or stockholder holding more than 20% of the voting power of the Company.

Drag Along Right. In the event that the Board and the holders of at least a majority of the Company’s equity securities then outstanding shares of Preferred Stock (voting as a single class on an as-converted basis) (the “Requisite HoldersMajority Shareholders”) approves a Deemed Liquidation Event determine to sell or otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (as defined in the Restated Certificate50%) or transaction in which 50% or more of the voting power capital stock of the Stock is transferred Company in each case in a transaction constituting a change in control of the Company, to any non-Affiliate(s) of the Company or any of the Majority Shareholders, or to cause the Company to merge with or into or consolidate with any non-Affiliate(s) of the Company or any of the Majority Shareholders (in each case, the “Buyer”) in a bona fide negotiated transaction (a “Drag-Along EventSale”), thenthe Grantee, so long including any of his or her successors as contemplated herein, shall be obligated to and shall upon the written request of the Majority Shareholders: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Shares on substantially the same terms applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities and the exercise of exercisable securities as well as the liability relative preferences and priorities of each stockholder in such transaction is several preferred stock); and (and not jointb) and does not exceed the stockholder’s pro rata portion of any claim and the consideration to be paid to the stockholders in such transaction will be allocated as if the consideration were the proceeds to be distributed to the Company’s stockholders in a liquidation under the Company’s then-current Certificate of Incorporation, each Investor hereby agrees to vote (in person, by proxy or by action by written consent, as applicable) all shares of Stock now or hereafter directly or indirectly owned of record or beneficially by such Investor in favor of, and adopt, such Drag-Along Event and to execute and deliver all related documentation such instruments of conveyance and transfer and take such other action action, including voting such Shares in support favor of the Drag-Along Event as shall reasonably be requested any Sale proposed by the Company Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provision provisions of this Section 2.3, including without limitation executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents5. The obligation of any party to participate in a Drag-Along Event pursuant to obligations under this Section 5 shall not apply to a Deemed Liquidation Event, where the other party involved terminate in such transaction is an affiliate or stockholder holding more than 20% of the voting power of the Companyaccordance with Section 10(b).

Drag Along Right. In the event that the Board and the holders of at least a majority of the Company’s equity securities then outstanding shares of Preferred Stock (voting as a single class on an as-converted basis) (the “Requisite HoldersMajority Shareholders”) approves a Deemed Liquidation Event determine to sell or otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (as defined in the Restated Certificate50%) or transaction in which 50% or more of the voting power capital stock of the Stock is transferred Company in each case in a transaction constituting a change in control of the Company, to any non-Affiliate(s) of the Company or any of the Majority Shareholders, or to cause the Company to merge with or into or consolidate with any non-Affiliate(s) of the Company or any of the Majority Shareholders (in each case, the “Buyer”) in a bona fide negotiated transaction (a “Drag-Along EventSale”), thenthe Optionee, so long including any Permitted Transferees, shall be obligated to and shall upon the written request of a Majority Shareholders (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Issued Shares on substantially the same terms applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities and the exercise of exercisable securities as well as the liability relative preferences and priorities of each stockholder in such transaction is several preferred stock); and (and not jointb) and does not exceed the stockholder’s pro rata portion of any claim and the consideration to be paid to the stockholders in such transaction will be allocated as if the consideration were the proceeds to be distributed to the Company’s stockholders in a liquidation under the Company’s then-current Certificate of Incorporation, each Investor hereby agrees to vote (in person, by proxy or by action by written consent, as applicable) all shares of Stock now or hereafter directly or indirectly owned of record or beneficially by such Investor in favor of, and adopt, such Drag-Along Event and to execute and deliver all related documentation such instruments of conveyance and transfer and take such other action action, including voting such Issued Shares in support favor of the Drag-Along Event as shall reasonably be requested any Sale proposed by the Company Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provision provisions of this Section 2.3, including without limitation executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents11. The obligation of any party to participate in a Drag-Along Event pursuant to obligations under this Section 11 shall not apply to a Deemed Liquidation Event, where the other party involved terminate in such transaction is an affiliate or stockholder holding more than 20% of the voting power of the Companyaccordance with Section 13(a).

Drag Along Right. In the event that the Board and the holders of at least a majority of the Company’s voting capital stock then outstanding shares of Preferred Stock (voting as a single class on an as-converted basis) (the “Requisite HoldersMajority Shareholders”) approves a Deemed Liquidation Event determine to sell or otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (as defined in the Restated Certificate50%) or transaction in which 50% or more of the voting power capital stock of the Stock is transferred Company to any Person (other than an Affiliate of the Company or any of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate of the Company or any of the Majority Shareholders) (in each case, the “Buyer”) in a bona fide negotiated transaction (a “Drag-Along EventSale”), theneach Holder of Shares issued under the Plan, so long shall be obligated to and shall upon the written request of the Majority Shareholders: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Shares issued under the Plan that are then presently held by such Holder or that will be issued as a result of any such transaction on substantially the same terms applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities and the exercise of exercisable securities as well as the liability relative preferences and priorities of each stockholder in such transaction is several preferred stock); and (and not jointb) and does not exceed the stockholder’s pro rata portion of any claim and the consideration to be paid to the stockholders in such transaction will be allocated as if the consideration were the proceeds to be distributed to the Company’s stockholders in a liquidation under the Company’s then-current Certificate of Incorporation, each Investor hereby agrees to vote (in person, by proxy or by action by written consent, as applicable) all shares of Stock now or hereafter directly or indirectly owned of record or beneficially by such Investor in favor of, and adopt, such Drag-Along Event and to execute and deliver all related documentation such instruments of conveyance and transfer and take such other action action, including voting such Shares in support favor of the Drag-Along Event as shall reasonably be requested any Sale proposed by the Company Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provision provisions of this Section 2.3, including without limitation executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents. The obligation of any party to participate in a Drag-Along Event pursuant to this Section shall not apply to a Deemed Liquidation Event, where the other party involved in such transaction is an affiliate or stockholder holding more than 20% of the voting power of the Company10.2.

Drag Along Right. In the event that the Board and the holders of at least a majority of the Company’s voting capital stock then outstanding shares of Preferred Stock (voting as a single class on an as-converted basis) (the “Requisite HoldersMajority Shareholders”) approves a Deemed Liquidation Event determine to sell or otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (as defined in the Restated Certificate50%) or transaction in which 50% or more of the voting power capital stock of the Stock is transferred Company to any Person (other than an Affiliate of the Company or any of the Majority Shareholders), or to cause the Company to merge with or into or consolidate with any Person (other than an Affiliate of the Company or any of the Majority Shareholders) (in each case, the “Buyer”) in a bona fide negotiated transaction (a “Drag-Along EventSale”), theneach Holder of Shares issued under the Plan, so long shall be obligated to and shall upon the written request of the Majority Shareholders: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Shares issued under the Plan that are then presently held by such Holder or that will be issued as a result of any such transaction on substantially the same terms applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities and the exercise of exercisable securities as well as the liability relative preferences and priorities of each stockholder in such transaction is several preferred stock); and (and not jointb) and does not exceed the stockholder’s pro rata portion of any claim and the consideration to be paid to the stockholders in such transaction will be allocated as if the consideration were the proceeds to be distributed to the Company’s stockholders in a liquidation under the Company’s then-current Certificate of Incorporation, each Investor hereby agrees to vote (in person, by proxy or by action by written consent, as applicable) all shares of Stock now or hereafter directly or indirectly owned of record or beneficially by such Investor in favor of, and adopt, such Drag-Along Event and to execute and deliver all related documentation such instruments of conveyance and transfer and take such other action action, including voting such Shares in support favor of the Drag-Along Event as shall reasonably be requested any Sale proposed by the Company Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provision provisions of this Section 2.3, including without limitation executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents. The obligation of any party to participate in a Drag-Along Event pursuant to this Section shall not apply to a Deemed Liquidation Event, where the other party involved in such transaction is an affiliate or stockholder holding more than 20% of the voting power of the Company9.2.

Drag Along Right. In the event that the Board and the holders of at least a majority of the Company’s equity securities then outstanding shares of Preferred Stock (voting as a single class on an as-converted basis) (the “Requisite HoldersMajority Shareholders”) approves a Deemed Liquidation Event determine to sell or otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (as defined in the Restated Certificate50%) or transaction in which 50% or more of the voting power capital stock of the Stock is transferred Company in each case in a transaction constituting a change in control of the Company, to any non-affiliate(s) of the Company or any of the Majority Shareholders, or to cause the Company to merge with or into or consolidate with any non-affiliate(s) of the Company or any of the Majority Shareholders (in each case, the “Buyer’) in a bona fide negotiated transaction (a “Drag-Along EventSale”), thenKHS shall be obligated to and shall upon the written request of a Majority Shareholder: (a) sell, so long transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his shares on substantially the same terms applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities and the exercise of exercisable securities as well as the liability relative preferences and priorities of each stockholder in such transaction is several preferred stock); and (and not jointb) and does not exceed the stockholder’s pro rata portion of any claim and the consideration to be paid to the stockholders in such transaction will be allocated as if the consideration were the proceeds to be distributed to the Company’s stockholders in a liquidation under the Company’s then-current Certificate of Incorporation, each Investor hereby agrees to vote (in person, by proxy or by action by written consent, as applicable) all shares of Stock now or hereafter directly or indirectly owned of record or beneficially by such Investor in favor of, and adopt, such Drag-Along Event and to execute and deliver all related documentation such instruments of conveyance and transfer and take such other action action, including voting such shares in support favor of the Drag-Along Event as shall reasonably be requested any Sale proposed by the Company Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provision provisions of this Section 2.3, including without limitation executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents. The obligation of any party to participate in a Drag-Along Event pursuant to this Section shall not apply to a Deemed Liquidation Event, where the other party involved in such transaction is an affiliate or stockholder holding more than 20% of the voting power of the Company12.

Drag Along Right. In the event that the Board and the holders of at least a majority of the Company’s equity securities then outstanding shares of Preferred Stock (voting as a single class on an as-converted basis) (the “Requisite HoldersMajority Shareholders”) approves a Deemed Liquidation Event determine to sell or otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (as defined in the Restated Certificate50%) or transaction in which 50% or more of the voting power capital stock of the Stock is transferred Company in each case in a transaction constituting a change in control of the Company, to any non-Affiliate(s) of the Company or any of the Majority Shareholders, or to cause the Company to merge with or into or consolidate with any non-Affiliate(s) of the Company or any of the Majority Shareholders (in each case, the “Buyer”) in a bona fide negotiated transaction (a “Drag-Along EventSale”), thenthe Optionee, so long including any Permitted Transferees, shall be obligated to and shall upon the written request of a Majority Shareholders (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Issued Shares on substantially the same terms applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities and the exercise of exercisable securities as well as the liability relative preferences and priorities of each stockholder in such transaction is several preferred stock); and (and not jointb) and does not exceed the stockholder’s pro rata portion of any claim and the consideration to be paid to the stockholders in such transaction will be allocated as if the consideration were the proceeds to be distributed to the Company’s stockholders in a liquidation under the Company’s then-current Certificate of Incorporation, each Investor hereby agrees to vote (in person, by proxy or by action by written consent, as applicable) all shares of Stock now or hereafter directly or indirectly owned of record or beneficially by such Investor in favor of, and adopt, such Drag-Along Event and to execute and deliver all related documentation such instruments of conveyance and transfer and take such other action action, including voting such Issued Shares in support favor of the Drag-Along Event as shall reasonably be requested any Sale proposed by the Company Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provision provisions of this Section 2.3, including without limitation executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents9. The obligation of any party to participate in a Drag-Along Event pursuant to obligations under this Section 9 shall not apply to a Deemed Liquidation Event, where the other party involved terminate in such transaction is an affiliate or stockholder holding more than 20% of the voting power of the Company.accordance with Section 11(a)