Common use of DRAG-ALONG RIGHTS OF THE SERIES C PREFERRED Clause in Contracts

DRAG-ALONG RIGHTS OF THE SERIES C PREFERRED. 5.1.1 If any Original Holder or Affiliated group of Original Holders owning Series C Preferred (other than Wysocki) proposes in a single, bona fide, arm's length transaction or a ▇▇▇▇▇▇ of related, bona fide, arm's length transactions (such Original Holder(s) being collectively, the "DRAGGING HOLDER") to either (a) Transfer 10% or more of the total number of outstanding shares of Series C Preferred other than sales in the open market or (b) cause the Company to sell all or substantially all of its assets, in each case to an unaffiliated third party, then, upon written notice to all other Original Holders (each a "DRAGGED HOLDER") and the Company (a "DRAG-ALONG NOTICE"), the Dragging Holder shall have the right to cause each, but not less than all, of the Dragged Holders to participate in such Transfer (a "DRAG-ALONG TRANSACTION") as set forth below. Notwithstanding anything in this Agreement to the contrary, in the event the Dragging Holder proposes to Transfer less than a majority of the total number of outstanding shares of Converted Shares and/or Series C Preferred owned by it, such Dragging Holder shall not have the right to cause the other Original Holders to participate in the Transfer, and such Original Holders shall not have any obligation, under this Section 5 unless the consideration received by each such Dragged Holder in connection with such Transfer is equal to or greater than the Series B Preferred Base Liquidation Amount (as defined in the certificate of designations relating to the Series B Preferred) per share of Series B Preferred being Transferred.

DRAG-ALONG RIGHTS OF THE SERIES C PREFERRED. 5.1.1 If any Original Holder or Affiliated group of Original Holders owning Series C Preferred (other than Wysocki) proposes in a single, bona fide▇▇▇▇ ▇ide, arm's length transaction or a ▇▇▇▇▇▇ series of related, bona fide, arm's length transactions (such Original Holder(s) being collectively, the "DRAGGING HOLDER") to either (a) Transfer 10% or more of the total number of outstanding shares of Series C Preferred other than sales in the open market or (b) cause the Company to sell all or substantially all of its assets, in each case to an unaffiliated third party, then, upon written notice to all other Original Holders (each a "DRAGGED HOLDERHolder") and the Company (a "DRAG-ALONG NOTICE"), the Dragging Holder shall have the right to cause each, but not less than all, of the Dragged Holders to participate in such Transfer (a "DRAG-ALONG TRANSACTION") as set forth below. Notwithstanding anything in this Agreement to the contrary, in the event the Dragging Holder proposes to Transfer less than a majority of the total number of outstanding shares of Converted Shares and/or Series C Preferred owned by it, such Dragging Holder shall not have the right to cause the other Original Holders to participate in the Transfer, and such Original Holders shall not have any obligation, under this Section 5 unless the consideration received by each such Dragged Holder in connection with such Transfer is equal to or greater than the Series B Preferred Base Liquidation Amount (as defined in the certificate of designations relating to the Series B Preferred) per share of Series B Preferred being Transferred.