Common use of Drag Along Right Clause in Contracts

Drag Along Right. (a) Notwithstanding anything contained herein to the contrary, if at any time a shareholder of the Company, or group of shareholders, owning a majority or more of the capital stock of the Company (hereinafter, collectively the “Transferring Shareholders”) proposes to enter into any transaction involving a Change in Control (as defined in Section 5(b) below) that involves the sale, assignment, tender or transfer of capital stock, the Company may require the Shareholder to participate in such Change in Control transaction with respect to all or such number of the Shareholder’s Shares as the Company may specify in its discretion, by giving the Shareholder written notice thereof at least ten days in advance of the date of the transaction or the date that tender is required, as the case may be. Upon receipt of such notice, the Shareholder shall tender the specified number of Shares, at the same price and upon the same terms and conditions applicable to the Transferring Shareholders in the transaction or, in the discretion of the acquiror or successor to the Company, upon payment of the purchase price to the Shareholder in immediately available funds. In addition, if at any time the Company and/or any Transferring Shareholders propose to enter into any Change in Control transaction, the Company may require the Shareholder to vote in favor of such transaction, where approval of the shareholders is required by law or otherwise sought, by giving the Shareholder notice thereof within the time prescribed by law and the Company’s Certificate of Incorporation and By-Laws for giving notice of a meeting of shareholders called for the purpose of approving such transaction. If the Company requires such vote, the Shareholder agrees that he or she will, if requested, deliver his or her proxy to the person designated by the Company to vote his or her Shares in favor of such Change in Control transaction. (b) For purposes of this Section 2, a “Change in Control” shall have the meaning assigned such term under the Plan. (c) The Shareholder hereby constitutes and appoints the Transferring Shareholders, and each of them, with full power of substitution, as proxy of the Shareholder with respect to the matters set forth herein, and hereby authorizes each of them to represent and to vote, if and only if the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such Shareholder’s Shares in favor of approval of any Change in Control pursuant to and in accordance with the terms and provisions of this Section 5 of this Agreement. The proxy granted pursuant to the immediately preceding sentence shall be irrevocable unless and until this Agreement terminates or expires.

Drag Along Right. (ai) Notwithstanding anything contained herein Prior to the contrarya Qualified IPO, if the Management Holdcos Majority and the Preferred Shareholder Majority (the “Accepting Shareholders”), approve and notify the Company in writing of a proposed Share Sale or Deemed Liquidation Event, whether by way of merger, consolidation, sale of assets, control share acquisition or other transaction in which Control of the Company is transferred, which values the Company at any time or above US$300 million (each such event, a shareholder “Drag Along Event”), then the Company shall promptly notify each other Shareholder in writing of such approval and the material terms and conditions of such proposed Drag Along Event, whereupon each such Shareholder shall, in accordance with instructions received from the Company, or group vote all of shareholders, owning a majority or more of the capital stock such Shareholder’s voting Equity Securities of the Company (hereinafterin favor of, collectively the “Transferring Shareholders”) proposes to enter into any transaction involving a Change otherwise consent in Control (as defined in Section 5(b) below) that involves the salewriting to, assignment, tender and/or otherwise sell or transfer all of capital stock, the Company may require the Shareholder to participate its Equity Securities in such Change Drag Along Event (including without limitation tendering original share certificates for transfer, signing and delivering share transfer certificates, share sale or exchange agreements, and certificates of indemnity relating to any shares in Control transaction with respect to all the event that such Shareholder has lost or such number of misplaced the Shareholder’s Shares as the Company may specify in its discretion, by giving the Shareholder written notice thereof at least ten days in advance of the date of the transaction or the date that tender is required, as the case may be. Upon receipt of such notice, the Shareholder shall tender the specified number of Shares, at the same price and upon relevant share certificate) on the same terms and conditions applicable as were agreed to by the Transferring Shareholders Accepting Shareholders. (ii) Each Shareholder agrees to make representations and warranties in connection with such proposed Drag Along Event regarding (a) ownership and authorization to sell the shares to be sold by itself and (b) no existence of any material violation as a result of such sale under any material agreement to which such Shareholder is a party. (iii) Each Shareholder agrees to obtain any consents or approvals in order to facilitate to transfer its Equity Securities of the Company pursuant to Section 6.5(i) without significant expenses and to pay its pro rata share of expenses incurred in connection with the transaction or, in the discretion contemplated pursuant to this Section 6.5. (iv) In furtherance of the acquiror foregoing, each such Shareholder agrees to, and the Company is hereby expressly authorized by each such Shareholder to take on such Shareholder’s behalf (without receipt of any further consent by such Shareholder), any or successor to the Company, upon payment all of the purchase price to following actions: (a) vote all of the Shareholder in immediately available funds. In addition, if at any time voting Equity Securities of the Company and/or any Transferring Shareholders propose to enter into any Change in Control transaction, the Company may require the of such Shareholder to vote in favor of any such transaction, where approval of the shareholders is required by law or otherwise sought, by giving the Shareholder notice thereof within the time prescribed by law and the Company’s Certificate of Incorporation and By-Laws for giving notice of a meeting of shareholders called for the purpose of approving such transaction. If the Company requires such vote, the Shareholder agrees that he or she will, if requested, deliver his or her proxy to the person designated by the Company to vote his or her Shares in favor of such Change in Control transaction. proposed Drag Along Event; (b) For purposes of this Section 2, a “Change in Control” shall have the meaning assigned otherwise consent on such term under the Plan. Shareholder’s behalf to such proposed Drag Along Event; (c) The Shareholder hereby constitutes and appoints the Transferring Shareholders, and each of them, with full power of substitution, as proxy of the Shareholder with respect to the matters set forth herein, and hereby authorizes each of them to represent and to vote, if and only if the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, sell all of such Shareholder’s Shares Equity Securities of the Company in favor of approval of any Change in Control pursuant to and such proposed Drag Along Event, in accordance with the terms and provisions conditions of this Section 5 6.5 and/or (d) act as such Shareholder’s attorney-in-fact in relation to any such proposed Drag Along Event and have the full authority to sign and deliver, on behalf such Shareholder, share transfer certificates, share sale or exchange agreements and certificates of this Agreementindemnity relating to any Shares in the event that such Shareholder has lost or misplaced the relevant share certificate. The proxy granted pursuant Each Shareholder furthermore agrees to take all necessary actions in connection with the immediately preceding sentence shall consummation of such Drag Along Event as reasonably requested by the Accepting Shareholders, including without limitation entering into all customary agreements and other documents as may be irrevocable unless and until this Agreement terminates or expiresrequested by the Accepting Shareholders to close the Drag Along Event.

Drag Along Right. (a) Notwithstanding anything contained herein to the contrary, if at any time a any shareholder of the Company, or group of shareholders, owning a majority or more of the voting capital stock of the Company (hereinafter, collectively the “Transferring Shareholders”) proposes to enter into any transaction involving (a) a Change sale of more than 50% of the outstanding voting capital stock of the Company in a non-public sale or (b) any merger, share exchange, consolidation or other reorganization or business combination of the Company immediately after which a majority of the directors of the surviving entity is not comprised of persons who were directors of the Company immediately prior to such transaction or after which persons who hold a majority of the voting capital stock of the surviving entity are not persons who held voting capital stock of the Company immediately prior to such transaction (a “Change-in-Control (as defined in Section 5(b) below) that involves the sale, assignment, tender or transfer of capital stockTransaction”), the Company may require the Shareholder to participate in such Change in Change-in-Control transaction Transaction with respect to all or such number of the Shareholder’s Shares as the Company may specify in its discretion, by giving the Shareholder written notice thereof at least ten days in advance of the date of the transaction or the date that tender is required, as the case may be. Upon receipt of such notice, the Shareholder shall tender the specified number of Shares, at the same price and upon the same terms and conditions applicable to the Transferring Shareholders in the transaction or, in the discretion of the acquiror acquirer or successor to the Company, upon payment of the purchase price to the Shareholder in immediately available funds. In addition, if at any time the Company and/or any Transferring Shareholders propose to enter into any Change in such Change-in-Control transactionTransaction, the Company may require the Shareholder to vote in favor of such transaction, where approval of the shareholders is required by law or otherwise sought, by giving the Shareholder notice thereof within the time prescribed by law and the Company’s Certificate of Incorporation and By-Laws for giving notice of a meeting of shareholders called for the purpose of approving such transaction. If the Company requires such vote, the Shareholder agrees that he or she will, if requested, deliver his or her proxy to the person designated by the Company to vote his or her Shares in favor of such Change in Change-in-Control transactionTransaction. (b) For purposes of this Section 2, a “Change in Control” shall have the meaning assigned such term under the Plan. (c) The Shareholder hereby constitutes and appoints the Transferring Shareholders, and each of them, with full power of substitution, as proxy of the Shareholder with respect to the matters set forth herein, and hereby authorizes each of them to represent and to vote, if and only if the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such Shareholder’s Shares in favor of approval of any Change in Control pursuant to and in accordance with the terms and provisions of this Section 5 of this Agreement. The proxy granted pursuant to the immediately preceding sentence shall be irrevocable unless and until this Agreement terminates or expires.

Drag Along Right. (a) Notwithstanding anything contained herein to the contrary, if If at any time a shareholder members of the Company, Platinum Group propose to sell or group cause the sale of shareholders, owning a majority or more of the capital stock outstanding Shares beneficially owned by the Platinum Group to a Third Party in any arm’s-length transaction or series of related transactions, then Platinum shall have the Company right to deliver a written notice (hereinafter, collectively a “Buyout Notice”) to each Stockholder which shall state (i) that Platinum (or the “Transferring Shareholders”applicable parties) proposes to enter into effect such transaction, (ii) the identity of the Third Party and the proposed purchase price per Share to be paid and any transaction involving other material terms and conditions, and (iii) the projected closing date of such sale. Each Stockholder agrees that, upon receipt of a Change in Control (as defined in Section 5(b) below) that involves the saleBuyout Notice, assignment, tender or transfer of capital stock, the Company may require the Shareholder such Stockholder shall be obligated to participate sell in such Change transaction the same percentage of the Shares held by such Stockholder as the Platinum Group proposes to sell upon the terms and conditions of such transaction (and otherwise take all necessary action to cause consummation of the proposed transaction); provided, that in Control transaction no event shall such Stockholder be required to make any representations or provide any indemnities other than (A) on a proportionate basis, or (B) with respect to all matters relating solely to such Stockholder, such as representations as to title to Shares to be transferred by such Stockholder, and no Stockholder shall be obligated in connection with such Transfer to agree to indemnify or such number hold harmless the transferee with respect to an amount in excess of the Shareholder’s Shares as the Company may specify in its discretion, by giving the Shareholder written notice thereof at least ten days in advance sum of the date net cash and value of the transaction or the date that tender is required, as the case may be. Upon receipt of other proceeds paid to such notice, the Shareholder shall tender the specified number of Shares, at the same price and upon the same terms and conditions applicable to the Transferring Shareholders Stockholder in the transaction or, in the discretion of the acquiror or successor to the Company, upon payment of the purchase price to the Shareholder in immediately available fundsconnection with such Transfer. In additionthe event that any such Transfer is structured as a merger, if at any time the Company and/or any Transferring Shareholders propose to enter into any Change in Control transactionconsolidation or similar business combination, the Company may require the Shareholder each such Stockholder hereby agrees to vote in favor of such transaction, where approval of the shareholders is required transaction (including acting by law or otherwise sought, by giving the Shareholder notice thereof within the time prescribed by law and the Company’s Certificate of Incorporation and By-Laws for giving notice of a meeting of shareholders called for the purpose of approving such transaction. If the Company requires such vote, the Shareholder agrees that he or she will, written consent if requested) and take all action to waive any dissenter’s, deliver his appraisal or her proxy to the person designated by the Company to vote his or her Shares in favor of other similar rights such Change in Control transactionStockholder may have. (b) For purposes of this Section 2, a “Change in Control” shall have the meaning assigned such term under the Plan. (c) The Shareholder hereby constitutes and appoints the Transferring Shareholders, and each of them, with full power of substitution, as proxy of the Shareholder with respect to the matters set forth herein, and hereby authorizes each of them to represent and to vote, if and only if the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such Shareholder’s Shares in favor of approval of any Change in Control pursuant to and in accordance with the terms and provisions of this Section 5 of this Agreement. The proxy granted pursuant to the immediately preceding sentence shall be irrevocable unless and until this Agreement terminates or expires.

Drag Along Right. (a) Notwithstanding anything contained herein to the contrary, if at any time a shareholder stockholder of the Company, or a group of shareholdersstockholders, owning at least a majority or more of the capital stock of the Company (hereinafter, collectively the “Transferring ShareholdersStockholders”) proposes to enter into any transaction involving a Change in Control (as defined in Section 5(b) below) of the Company that involves the sale, assignment, tender or transfer of capital stock, the Company or the Transferring Stockholders may require the Shareholder Stockholder to participate in such Change in Control transaction with respect to all or such number of the ShareholderStockholder’s Shares as the Company or the Transferring Stockholders may specify in its or their discretion, by giving the Shareholder Stockholder written notice thereof at least ten (10) days in advance of the date of the transaction or the date that tender is required, as the case may be. Upon receipt of such notice, the Shareholder Stockholder shall tender the specified number of Shares, at the same price and upon the same terms and conditions applicable to the Transferring Shareholders Stockholders in the transaction or, in the discretion of the acquiror or successor to the Company, upon payment of the purchase price to the Shareholder Stockholder in immediately available funds. In addition, if at any time the Company and/or any Transferring Shareholders Stockholders propose to enter into any Change in Control transaction, the Company may require the Shareholder Stockholder to vote in favor of such transaction, where approval of the shareholders stockholders is required by law or otherwise sought, by giving the Shareholder Stockholder notice thereof within the time prescribed by law and the Company’s Certificate of Incorporation and By-Laws Bylaws for giving notice of a meeting of shareholders stockholders called for the purpose of approving such transaction. If the Company requires such vote, the Shareholder Stockholder agrees that he or she will, if requested, deliver his or her proxy to the person designated by the Company to vote his or her Shares in favor of such Change in Control transaction. (b) For purposes of this Section 2, a “Change in Control” shall have the meaning assigned such term under the Plan. (c) The Shareholder Stockholder hereby constitutes and appoints as the proxies of the party and hereby grants a power of attorney to a designee of the Transferring Shareholders, and each of themStockholders, with full power of substitution, as proxy of the Shareholder with respect to the matters set forth herein, and hereby authorizes each of them to represent and to vote, if and only if the Shareholder Stockholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such ShareholderStockholder’s Shares in favor of approval of any Change in Control pursuant to and in accordance with the terms and provisions of this Section 5 4 of this Agreement. The Each of the proxy and power of attorney granted pursuant to this Section 4 of this Agreement is given in consideration of the immediately preceding sentence agreements and covenants of the Company, and as such, each is coupled with an interest and shall be irrevocable unless and until this Agreement terminates or expires. The Stockholder hereby revokes any and all previous proxies or powers of attorney with respect to the Shares and shall not hereafter, unless this Agreement terminates or expires, purport to grant any other proxy or power of attorney with respect to any of the Shares, deposit any of the Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Shares, in each case, with respect to any of the matters set forth herein.

Drag Along Right. (a) Notwithstanding anything contained herein to the contrary, if at any time a shareholder stockholder of the Company, or a group of shareholdersstockholders, owning at least a majority or more of the capital stock of the Company (hereinafter, collectively the “Transferring ShareholdersStockholders”) proposes to enter into any transaction involving a Change in Control (as defined in Section 5(b) below) of the Company that involves the sale, assignment, tender or transfer of capital stock, the Company or the Transferring Stockholders may require the Shareholder Stockholder to participate in such Change in Control transaction with respect to all or such number of the ShareholderStockholder’s Shares as the Company or the Transferring Stockholders may specify in its or their discretion, by giving the Shareholder Stockholder written notice thereof at least ten (10) days in advance of the date of the transaction or the date that tender is required, as the case may be. Upon receipt of such notice, the Shareholder Stockholder shall tender the specified number of Shares, at the same price and upon the same terms and conditions applicable to the Transferring Shareholders Stockholders in the transaction or, in the discretion of the acquiror or successor to the Company, upon payment of the purchase price to the Shareholder Stockholder in immediately available funds. In addition, if at any time the Company and/or any Transferring Shareholders Stockholders propose to enter into any Change in Control transaction, the Company may require the Shareholder Stockholder to vote in favor of such transaction, where approval of the shareholders stockholders is required by law or otherwise sought, by giving the Shareholder Stockholder notice thereof within the time prescribed by law and the Company’s Certificate of Incorporation and By-Laws Bylaws for giving notice of a meeting of shareholders stockholders called for the purpose of approving such transaction. If the Company requires such vote, the Shareholder Stockholder agrees that he or she will, if requested, deliver his or her proxy to the person designated by the Company to vote his or her Shares in favor of such Change in Control transaction. (b) For purposes of this Section 2, a “Change in Control” shall have the meaning assigned such term under the Plan. (c) The Shareholder Stockholder hereby constitutes and appoints as the proxies of the party and hereby grants a power of attorney to a designee of the Transferring Shareholders, and each of themStockholders, with full power of substitution, as proxy of the Shareholder with respect to the matters set forth herein, and hereby authorizes each of them to represent and to vote, if and only if the Shareholder Stockholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such ShareholderStockholder’s Shares in favor of approval of any Change in Control pursuant to and in accordance with the terms and provisions of this Section 5 4 of this Agreement. The Each of the proxy and power of attorney granted pursuant to this Section 4 of this Agreement is given in consideration of the immediately preceding sentence agreements and covenants of the Company, and as such, each is coupled with an interest and shall be irrevocable unless and until this Agreement terminates or expires.. The Stockholder hereby revokes any and all previous proxies or powers of attorney with respect to the Shares and shall not hereafter, unless this Agreement terminates or expires, purport to grant any other proxy or power of attorney with respect to any of the Shares,

Drag Along Right. (a) Notwithstanding anything contained herein to In the contrary, if at any time a shareholder of the Company, or group of shareholders, owning a majority event one or more of the capital stock of the Company Investor Holder (hereinafter, collectively the “Transferring ShareholdersTransferor”) proposes to enter into any transaction involving Transfer at least a Change in Control majority of the outstanding Common Shares to an unrelated third party (as defined in Section 5(b) below) that involves the salea “Transferee”), assignment, tender or transfer of capital stock, the Company such Transferor may require the Shareholder Other Stockholders and any other Investor Holders to participate in such Change Transfer and sell or transfer all the Common Shares held by such Stockholders in Control transaction with respect to all or such number of the Shareholder’s Shares as the Company may specify in its discretion, by giving the Shareholder written notice thereof at least ten days in advance of the date of the transaction or the date that tender is required, as the case may be. Upon receipt of such notice, the Shareholder shall tender the specified number of Shares, at the same price manner and upon on the same terms and conditions applicable as such Transferor (the “Drag-Along Right”). (a) No later than fifteen (15) days prior to the Transferring consummation of the Transfer, the Transferor shall delivery a written notice to the Other Shareholders in (and any other Investor Holder) specifying the (i) names and address of the proposed parties to such Transfer (ii) proposed closing date for such sale, (iii) proposed amount and form of consideration to be paid for the Common Shares and (iv) other terms and conditions of such Transfer. In the event such written notice is given, any warrants and options held by each Shareholder which are then presently exercisable (or become exercisable as a result of the transaction or, in that is the discretion subject of the acquiror or successor notice), shall be exercised by the Shareholders for Common Shares, which Common Shares shall also be subject to the CompanyDrag-Along Right, upon payment of the purchase price and such options and warrants to the Shareholder in immediately available funds. In addition, if at any time extent not then exercisable (or to the Company and/or any Transferring Shareholders propose to enter into any Change in Control transaction, the Company may require the Shareholder to vote in favor extent such options and warrants would not become exercisable as a result of such transaction, where approval ) shall automatically be cancelled. The closing of the shareholders is required by law Transfer shall be held at such time and place as the Transferor or otherwise soughtthe Transferee shall specify. Prior to or at such closing, by giving each Shareholder shall deliver stock certificates representing the Shareholder notice thereof within the time prescribed by law and the Company’s Certificate Shares, together with a duly endorsed instrument of Incorporation and By-Laws for giving notice of a meeting of shareholders called transfer for the purpose of approving such transaction. If the Company requires such vote, the Shareholder agrees that he or she will, if requested, deliver his or her proxy to the person designated by the Company to vote his or her Shares in favor of such Change in Control transaction. (b) For purposes of this Section 2, a “Change in Control” shall have the meaning assigned such term under the Plan. (c) The Shareholder hereby constitutes and appoints the Transferring ShareholdersTransfer, and each of them, with full power of substitution, as proxy of the such Shareholder with respect to the matters set forth herein, and hereby authorizes each of them to shall represent and to vote, if and only if the Shareholder warrant that (i) fails to vote or such Shareholder is the record and beneficial owner of such Shares and (ii) attempts such Shares are being transferred free and clear of any liens, charges, claims or encumbrances (other than restrictions imposed pursuant to vote (whether by proxy, applicable Federal and state securities laws and this Agreement). Each Shareholder agrees to take all actions necessary and desirable in person or by written consent), in a manner which is inconsistent connection with the terms consummation of this Agreementthe Transfer, including without limitation, the waiver of all of appraisal rights available to any such Shareholder’s Shares in favor of approval of any Change in Control pursuant to Shareholder under applicable law, and in accordance with the terms shall make such additional representations and provisions of this Section 5 of this Agreement. The proxy granted pursuant to the immediately preceding sentence warranties as shall be irrevocable unless and until this Agreement terminates or expirescustomary in transactions of a similar nature.