Common use of Drag Along Clause in Contracts

Drag Along. (a) In the event that the Board of Directors and the Majority Investors approve any Company Transaction, each Stockholder will vote (to the extent such Stockholder is entitled to vote) for, consent to and raise no objections to such Company Transaction. Each Stockholder will waive any dissenter’s rights, appraisal rights or similar rights, to the extent applicable, in connection with any such Company Transaction. If the Company Transaction is structured as a sale of stock, each Stockholder will agree to sell all of its Stockholder Shares and rights to acquire Stockholder Shares pursuant to the terms and conditions approved by the Board of Directors and the Majority Investors. Each Stockholder will take all necessary or desirable actions in connection with the consummation of the Company Transaction as requested by the Board of Directors and the Majority Investors including, without limitation, delivering such Stockholder’s stock certificates free and clear of all liens and encumbrances (other than those arising under applicable securities laws). (b) Notwithstanding the foregoing Section 2.4(a), a Stockholder will not be required to comply with Section 2.4(a) in connection with any Company Transaction unless: (i) any representations and warranties to be made by such Stockholder in connection with the Company Transaction are limited to representations and warranties related to authority, ownership and the ability to convey title to such Stockholder Shares, including but not limited to representations and warranties that: (w) the Stockholder holds all right, title and interest in and to the Stockholder Shares such Stockholder purports to hold, free and clear of all liens and encumbrances; (x) the obligations of the Stockholder in connection with the Company Transaction have been duly authorized, if applicable; (y) the documents to be entered into by the Stockholder have been duly executed by the Stockholder and delivered to the acquirer and are enforceable against the Stockholder in accordance with their respective terms; and (z) neither the execution and delivery of documents to be entered into in connection with the Company Transaction, nor the performance of the Stockholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (ii) the Stockholder shall not be liable for the inaccuracy of any representation or warranty made by any other individual or entity (other than the Company) in connection with the Company Transaction; (iii) the liability for indemnification, if any, of such Stockholder in the Company Transaction and for the inaccuracy of any representations and warranties made by the Company or breaches by the Company of its covenants made in any acquisition agreement in connection with such Company Transaction, is several and not joint with any other individual or entity and is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Stockholder in connection with such Company Transaction; and (iv) The consideration paid to the Stockholders will be distributed pursuant to Section 3 of the Certificate of Incorporation, as if such Company Transaction were an Acquisition.

Drag Along. (a) In the event that the Board Notwithstanding any other provision of Directors and the Majority Investors approve this Agreement, with respect to any Company TransactionApproved Sale, each Stockholder will VB Shareholder hereby agrees to (i) vote (to the extent such Stockholder is entitled to vote) for, for and/or consent to and raise no objections objection to such Company Transaction. Each Stockholder will waive any dissenter’s rights, appraisal rights or similar rightsApproved Sale (and hereby waives, to the extent applicablepermitted by law, in connection with any such Company Transaction. If the Company Transaction is structured as a sale of stock, each Stockholder will agree to sell all of its Stockholder Shares and rights to acquire Stockholder Shares pursuant object to or dissent from such Approved Sale), (ii) otherwise cooperate fully in such Approved Sale and not take any action prejudicial to or inconsistent with such Approved Sale. The obligations of the VB Shareholders with respect to any Approved Sale are subject to the terms and satisfaction of the conditions approved by the Board of Directors and the Majority Investors. Each Stockholder will take all necessary or desirable actions in connection with that (A) upon the consummation of such Approved Sale, all of the Company Transaction sellers of Common Stock and of each series of Preferred Stock, respectively, will receive (I) the amount of consideration to which such sellers are entitled pursuant to a Liquidation under the Charter and (II) the same form and amount of consideration per share of Common Stock or Preferred Stock of such series, as requested by applicable, or if any such sellers are given an option as to the Board form and amount of Directors consideration to be received per share of Common Stock or Preferred Stock of such series, all holders of Common Stock and Preferred Stock of such series, as applicable, will be given the Majority Investors includingsame option, without limitation, delivering such Stockholder’s stock certificates free and clear of all liens and encumbrances (other than those arising under applicable securities laws). (bB) Notwithstanding the foregoing Section 2.4(a), a Stockholder will not be required to comply with Section 2.4(a) in connection with any Company Transaction unless: (i) any representations and warranties to be made by such Stockholder in connection any VB Shareholder shall be limited to enforceability of its obligations and title to its Shares, (C) any indemnification obligations of a VB Shareholder shall be several, not joint, and shall (other than with the Company Transaction are limited respect to representations and warranties related with respect to authority, ownership enforceability of such Shareholder’s obligations and the ability to convey title to such Stockholder Shares, including but not limited to representations and warranties that: (w) be pro rata based on the Stockholder holds all right, title and interest in and to the Stockholder Shares such Stockholder purports to hold, free and clear of all liens and encumbrances; (x) the obligations value of the Stockholder in connection with the Company Transaction have been duly authorized, if applicable; (y) the documents to be entered into proceeds received by the Stockholder have been duly executed by the Stockholder and delivered to the acquirer and are enforceable against the Stockholder in accordance with their respective terms; and (z) neither the execution and delivery of documents to be entered into in connection with the Company Transaction, nor the performance of the Stockholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (ii) the Stockholder shall not be liable for the inaccuracy of any representation or warranty made by any other individual or entity (other than the Company) in connection with the Company Transaction; (iii) the liability for indemnification, if any, of such Stockholder in the Company Transaction and for the inaccuracy of any representations and warranties made by the Company or breaches by the Company of its covenants made in any acquisition agreement sellers in connection with such Company Transaction, is several and not joint with any other individual or entity and is pro rata in proportion toApproved Sale, and does not exceed, (D) the amount aggregate liability of consideration paid a VB Shareholder with respect to such Stockholder indemnification obligations in connection with such Company Transaction; andApproved Sale shall be limited to the proceeds paid to such VB Shareholder in connection with such Approved Sale. (ivb) Each VB Shareholder hereby appoints the Company as such VB Shareholder’s true and lawful proxy and attorney in connection with any Approved Sale satisfying the conditions set forth in this Section 3.4 herein, with full power of substitution, to vote all Shares owned by such VB Shareholder or over which such VB Shareholder has voting control to effectuate the agreements set forth in this Section 3.4 in the event of any breach by such VB Shareholder of its obligations under this Section 3.4. The consideration paid to the Stockholders will be distributed proxies and powers granted by each VB Shareholder pursuant to this Section 3 3.4 are coupled with an interest and are given to secure the performance of such VB Shareholder’s duties under this Section 3.4. Such proxies are irrevocable for so long as this Section 3.4 remains in effect and will survive the Certificate death, incompetence or disability of Incorporationany VB Shareholder who is an individual and the merger, as if such Company Transaction were an Acquisitionliquidation or dissolution of any Shareholder that is a corporation, limited liability company, partnership or other entity.

Drag Along. (a) In Subject to this Section 3.6, if Holders holding not less than two-thirds (2/3) of the event that U.S. Company Common Stock on a Fully Converted Basis (voting together as a single class) approve (“Majority Approval”) a Change of Control transaction, whether at a meeting of Holders, by written consent in lieu of a meeting of Holders or by the Board tender of Directors and their shares, then all Holders shall be obligated to: (i) vote all Shares held by the Majority Investors approve any Company TransactionHolders in favour of such transaction; (ii) sell, each Stockholder will vote (to transfer or exchange all of the extent such Stockholder is entitled to vote) for, consent to and raise no objections to such Company Transaction. Each Stockholder will waive any dissenter’s rights, appraisal rights or similar rights, to Shares held by the extent applicable, Holders in connection with such transaction on the same terms as those approved by Majority Approval; and (iii) execute and deliver such instruments of conveyance and transfer and take such other action, including executing any such purchase agreement, merger agreement, indemnity agreement, escrow agreement or related documents, as may be reasonably required by the Corporation or U.S. Company Transaction. If the Company Transaction is structured as a sale of stock, each Stockholder will agree in order to sell all of its Stockholder Shares and rights to acquire Stockholder Shares pursuant to carry out the terms and conditions approved by the Board provisions of Directors and the Majority Investors. Each Stockholder will take all necessary or desirable actions in connection with the consummation of the Company Transaction as requested by the Board of Directors and the Majority Investors including, without limitation, delivering such Stockholder’s stock certificates free and clear of all liens and encumbrances (other than those arising under applicable securities laws)this Section 3.6. (b) Notwithstanding The obligations of the foregoing Holders set forth in this Section 2.4(a), 3.6 shall apply with respect to a Stockholder will not be required to comply with Section 2.4(a) in connection with particular Holder for any Company Transaction unlessproposed Change of Control transaction only if: (i) the liability for indemnification, if any, of such Holder in the proposed Change of Control transaction and for the inaccuracy of any representations and warranties made by the Corporation or U.S. Company in connection with such proposed Change of Control transaction, is several and not joint with any other person, and is pro rata in proportion to the amount of consideration paid to such Holder in connection with such proposed Change of Control transaction (in accordance with the provisions of U.S. Company certificate of incorporation); (ii) such Holder’s indemnification obligations under a proposed Change of Control transaction would not exceed the proceeds actually paid to such Holder with respect to such proposed Change of Control transaction, except with respect to claims related to fraud by such Holder, the liability for which need not be limited as to such Holder; (iii) any representations and warranties to be made by such Stockholder Holder in connection with the Company Transaction proposed Change of Control transaction are limited to representations and warranties related to authority, ownership and the ability to convey title to such Stockholder Shares, including but not limited to representations and warranties that: that (wA) the Stockholder Holder holds all right, title and interest in and to the Stockholder Shares such Stockholder Holder purports to hold, free and clear of all liens and encumbrances; , (xB) the obligations of the Stockholder Holder in connection with the Company Transaction transaction have been duly authorized, if applicable; , (yC) the documents to be entered into by the Stockholder Holder have been duly executed by the Stockholder Holder and delivered to the acquirer and are enforceable against the Stockholder Holder in accordance with their respective terms; terms and (zD) neither the execution and delivery of documents to be entered into in connection with the Company Transactiontransaction, nor the performance of the StockholderHolder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (iiiv) the Stockholder Holder shall not be liable for the inaccuracy of any representation or warranty made by any other individual or entity (other than the Company) person in connection with the Company Transactionproposed Change of Control transaction, other than the Corporation or U.S. Company; (iiiv) upon the liability consummation of the proposed Change of Control transaction, (A) each holder of each series of U.S. Company Preferred Stock will receive the same form of consideration for indemnificationsuch series, if any, (B) each holder of such Stockholder in a series of U.S. Company Preferred Stock will receive the Company Transaction and for the inaccuracy of any representations and warranties made by the Company or breaches by the Company of its covenants made in any acquisition agreement in connection with such Company Transaction, is several and not joint with any other individual or entity and is pro rata in proportion to, and does not exceed, the same amount of consideration paid per share of such series of U.S. Company Preferred Stock, (C) each holder of U.S. Company Common Stock will receive the same amount of consideration per share of U.S. Company Common Stock, and (D) the aggregate consideration receivable by all holders of the U.S. Company Preferred Stock and U.S. Company Common Stock shall be allocated among the holders of U.S. Company Preferred Stock and U.S. Company Common Stock on the basis of the relative liquidation preferences to such Stockholder which the holders of each respective series of U.S. Company Preferred Stock and the holders of U.S. Company Common Stock are entitled in connection a Change of Control transaction in accordance with such Company TransactionU.S. Company’s certificate of incorporation in effect immediately prior to the proposed Change of Control transaction; and (ivvi) The subject to clause (v) above, requiring the same form of consideration paid to be received by the holders of U.S. Company Preferred Stock, if any holders of U.S. Company Preferred Stock are given an option as to the Stockholders form and amount of consideration to be received as a result of the proposed Change of Control transaction, all holders of such capital stock will be distributed given the same option. (c) In addition, no Holder shall be a party to a Change of Control transaction structured as a sale of stock by the Holders (“Stock Sale”) unless all holders of Preferred Stock are allowed to participate in such transaction and the consideration received pursuant to Section 3 such transaction is allocated among the parties thereto in the manner specified in U.S. Company’s certificate of incorporation in effect immediately prior to the Certificate of Incorporation, Stock Sale (as if such transaction were a liquidation event under Section C.2 of Article Fourth). (d) Each of the Holders hereby grants U.S. Company Transaction were a proxy covering the total number of Shares of capital stock of U.S. Company directly or indirectly acquired (of record or beneficially) by such party for the purposes of approving a Change of Control transaction which complies with this Section 3.6. Each party delivering this proxy hereby agrees that the proxy is coupled with an Acquisitioninterest and is irrevocable.

Drag Along. (a) In connection with any Approved Sale, the event Company or the MDP Stockholders, as applicable, shall have the right to require each Management Stockholder and any transferee of a Management Stockholder (each a “Dragged Stockholder”) to sell all or any portion of such Dragged Stockholder’s Shares in such transaction on the terms, conditions and price per share of Common Stock that are determined by the Board (or, in the case of Directors an Approved Sale initiated by the MDP Stockholders, the same terms, conditions and price per share of Common Stock as are applicable to the Majority Investors approve any MDP Stockholders) (a “Drag Along Sale”), including, (i) by making the representations and warranties described in Section 4(b)(ii) below and (ii) by providing an indemnity with respect to breaches of representations, warranties or covenants regarding the financial condition, results of operations, assets or liabilities of the Company Transactionor otherwise with respect to the liabilities or operations of the Company (it being understood that such representation, each Stockholder warranties or covenants will vote (be made by the Company) to the extent such Stockholder is entitled to vote) for, consent to and raise no objections to such Company Transaction. Each Stockholder will waive any dissenter’s rights, appraisal rights or similar rights, to in the extent applicable, in connection with any such Company Transaction. If the Company Transaction is structured as a sale of stock, each Stockholder will agree to sell all of its Stockholder Shares and rights to acquire Stockholder Shares pursuant to the terms and conditions approved manner determined by the Board (or, in the case of Directors and the Majority Investors. Each Stockholder will take all necessary or desirable actions in connection with the consummation of the Company Transaction as requested an Approved Sale initiated by the Board of Directors and MDP Stockholders, as determined by the Majority Investors includingMDP Stockholders); provided, without limitation, delivering that any such Stockholder’s stock certificates free and clear of all liens and encumbrances (other than those arising under applicable securities lawsindemnity will be subject to Section 4(b)(iii). (b) Notwithstanding In the foregoing event that any Approved Sale is to be consummated pursuant to Section 2.4(a), a 4(a) (i) each Dragged Stockholder will not be required obligated to comply with Section 2.4(apay more than his or her pro rata share of transaction expenses incurred (based on the proportion of the aggregate transaction consideration received) in connection with any such Drag Along Sale to the extent that such expenses are incurred for the benefit of all stockholders and are not otherwise paid by the Company Transaction unless: or the proposed purchaser (iexpenses incurred by or on behalf of a stockholder for his or her sole benefit not being considered expenses incurred for the benefit of all stockholders), (ii) each Dragged Stockholder shall not be required to make any representations or warranties in connection with such Drag Along Sale except, as to (A) good and warranties valid title to be made the Shares being Transferred; (B) the absence of liens, with respect to the Shares being Transferred; (C) its valid existence and good standing (if applicable); (D) the legal capacity and authority for, and validity, binding effect and enforceability of (as against such Dragged Stockholder), any agreement entered into by such Dragged Stockholder in connection with the Company Transaction are limited Transfer of such Shares; (E) all required consents and approvals to representations the Dragged Stockholder’s Transfer of such Shares having been obtained (excluding securities laws); and warranties related to authority, ownership and the ability to convey title to such Stockholder Shares, including but not limited to representations and warranties that: (wF) the fact that no broker’s commission or finder’s fee is payable by the Dragged Stockholder holds all right, title and interest in and to the Stockholder Shares such Stockholder purports to hold, free and clear of all liens and encumbrances; (x) the obligations as a result of the Stockholder Dragged Stockholder’s conduct in connection with a Drag Along Sale, and (iii) any indemnifications provided by the Dragged Stockholders will be on a several basis (pro rata based upon proportion of aggregate transaction consideration received) and not a joint basis (other than to the extent secured by an escrow fund or other similar mechanism). (c) In the event that any Approved Sale is to be consummated pursuant to Section 4(a), the Company Transaction have been duly authorized, if applicable; shall notify each Management Stockholder in writing no less than ten (y10) the documents to be entered into by the Stockholder have been duly executed by the Stockholder and delivered days prior to the acquirer and are enforceable against contemplated consummation date of such Approved Sale (the Stockholder in accordance with their respective terms; and “Drag Notice”). Such notice shall set forth: (zi) neither the execution and delivery of documents to be entered into in connection with the Company Transaction, nor the performance a description of the Stockholder’s obligations thereunderDrag Along Sale, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (ii) the Stockholder shall not be liable for name of the inaccuracy of any representation or warranty made by any other individual or entity (other than the Company) in connection with the Company Transaction; proposed purchaser, and (iii) the liability for indemnification, if any, proposed amount and form of such consideration and the material terms and conditions of payment offered by the proposed purchaser. Any Drag Along Sale that is not consummated within one hundred eighty (180) days following the date of the Drag Notice shall again be subject to the notice provisions of this Section 4(c). (d) Each Dragged Stockholder agrees (i) to vote in the Company Transaction and for the inaccuracy favor of any representations Drag Along Sale, (ii) to vote in opposition to any and warranties made by all other proposals that could oppose, prevent, delay, or impair the Company close of any Drag Along Sale and (iii) not to demand or breaches by exercise dissenter’s or appraisal rights under Section 262 of the Company of its covenants made in DGCL (or any acquisition agreement in connection with such Company Transaction, is several and not joint with successor provision thereto) or any other individual applicable law or entity and is pro rata contract for which dissenter’s or appraisal rights are available with respect to any Drag Along Sale. (e) To the extent in proportion to, and does not exceedconflict with the provisions of this Section 4, the amount provisions of consideration paid Section 5 shall be subordinate to such Stockholder in connection with such Company Transaction; and (iv) The consideration paid and shall not apply to the Stockholders will be distributed pursuant to any Transfer or exercise of rights contemplated by this Section 3 of the Certificate of Incorporation, as if such Company Transaction were an Acquisition4.

Drag Along. Notwithstanding anything in Section 2.1 to the contrary, if Purchaser or any Fortress Stockholder or group of Fortress Stockholders proposes to effect a Change of Control Sale prior to the consummation of a Purchaser IPO, Purchaser or such Fortress Stockholders may, at their option, require the Stockholder (aand any Permitted Transferee that then owns any Purchaser Common Shares) to Transfer in such Change of Control Sale all of the Purchaser Common Shares then owned by the Stockholder (and such other Permitted Transferees that then own any Purchaser Common Shares) (collectively, the “Drag Along Stockholders”) on the same terms and conditions, subject to the same agreements and for the same consideration, as the applicable Fortress Stockholders participating in such Change of Control Sale, pursuant to the terms of this Section 2.2(b). (i) In the event that Purchaser or any Fortress Stockholders elect to exercise their rights pursuant to this Section 2.2(b), Purchaser shall provide to the Board Stockholder a Change of Directors Control Notice not later than the 10th business day prior to the closing of the proposed Change of Control Sale. (ii) Upon receipt of a Change of Control Notice, the Drag Along Stockholders shall be required to participate in the Change of Control Sale, on the terms and conditions set forth in the Majority Investors approve Change of Control Notice (subject to this Section 2.2(b)(ii) and Section 2.2(b)(iii)) and, if any Company Transactionsuch Change of Control Sale involves a merger, consolidation or sale of all or substantially all assets of Purchaser and its subsidiaries, the Drag Along Stockholders shall be required to vote in favor of or consent in writing to such merger, consolidation or sale of all or substantially all assets (and, without limiting the foregoing, each Drag Along Stockholder will vote shall (to the extent such Stockholder is entitled to voteapplicable) for, consent to and raise no objections to such Company Transaction. Each Stockholder will waive any dissenter’s dissenters’ rights, appraisal rights or similar rightsrights in connection therewith). In connection with the foregoing, each Drag Along Stockholder shall be required to join and become a party to each agreement that is approved by Purchaser or any Fortress Stockholder or group of Fortress Stockholders, as applicable (or to which any Fortress Stockholder is a party), in connection with a Change of Control Sale, including any such agreement that provides for representations and warranties, indemnification obligations (including escrows, hold backs or other similar arrangements to support such indemnification obligations), releases, covenants or other obligations, in each case, of the holders of Purchaser Common Shares party thereto; provided that (x) except in the case of the following clause (y), the indemnification obligations of each Drag Along Stockholder in connection with a Change of Control Sale shall be the same as those made by the Fortress Stockholders and apportioned based on such Drag Along Stockholder’s pro rata portion of the aggregate consideration received by the holders of Purchaser Common Shares in such transaction, (y) with respect to breaches of Fundamental Representations made by any Drag Along Stockholder in connection with a Change of Control Sale, such Drag Along Stockholder shall be solely liable, and (z) the aggregate amount of liability for any Drag Along Stockholder shall not in any case exceed the total consideration received by such Drag Along Stockholder in the Change of Control Sale. The Stockholder (i) hereby appoints Purchaser or any designee thereof as its representative in connection with any agreement contemplated by this Section 2.2(b) (including the right to resolve any potential indemnification claims or other disputes on behalf of the Fortress Stockholders and the Drag Along Stockholders) and (ii) hereby irrevocably grants to, and appoints, Purchaser or any designee thereof, as the Stockholder’s proxy and attorney in fact (with full power of substitution), for and in the name, place and stead of each Drag Along Stockholder, to vote the extent applicablePurchaser Common Shares held by each Drag Along Stockholder, or to grant a consent or approval in respect of such Purchaser Common Shares, in connection with any meeting of Purchaser or any action by written consent in lieu of a meeting of Purchaser with respect to a Change of Control Sale. The Stockholder hereby affirms that such Company Transaction. If irrevocable proxy is given to secure the Company Transaction is structured as a sale of stock, each Stockholder will agree to sell all of its Stockholder Shares and rights to acquire Stockholder Shares pursuant to the terms and conditions approved by the Board of Directors and the Majority Investors. Each Stockholder will take all necessary or desirable actions in connection with the consummation performance of the Company Transaction as requested duties of the Stockholder under this Agreement, and is coupled with an interest and irrevocable. All out of pocket costs and expenses incurred by the Board of Directors and the Majority Investors including, without limitation, delivering such Stockholder’s stock certificates free and clear of all liens and encumbrances (other than those arising under applicable securities laws). (b) Notwithstanding the foregoing Section 2.4(a), a Stockholder will not be required to comply with Section 2.4(a) in connection with any Company Transaction unless: (i) any representations and warranties to be made by such Drag Along Stockholder in connection with a Change of Control Sale described in this Section 2.2(b) shall be paid by such Drag Along Stockholder. In connection with any Change of Control Sale described in this Section 2.2(b), the Company Transaction are limited to representations and warranties related to authority, ownership closing of the Transfer of Purchaser Common Shares held by the applicable Fortress Stockholders and the ability to convey title to such Stockholder Shares, including but not limited to representations and warranties that: (w) the Stockholder holds all right, title and interest in and to the Stockholder Shares such Stockholder purports to hold, free and clear of all liens and encumbrances; (x) the obligations closing of the Stockholder in connection with the Company Transaction have been duly authorized, if applicable; (y) the documents to be entered into Transfer of Purchaser Common Shares held by the Stockholder have been duly executed by the Stockholder and delivered to the acquirer and are enforceable against the Stockholder in accordance with their respective terms; and (z) neither the execution and delivery of documents to be entered into in connection with the Company Transaction, nor the performance of the Stockholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (ii) the each Drag Along Stockholder shall not be liable for each occur on the inaccuracy of any representation or warranty made by any other individual or entity (other than the Company) in connection with the Company Transaction;same date. (iii) Notwithstanding the liability for indemnificationforegoing, if any, Purchaser and the applicable Fortress Stockholders may at any time prior to consummation of such Stockholder a Change of Control Sale described in this Section 2.2(b) terminate the Company Transaction proposed Transfer and for the inaccuracy any concomitant drag along obligations of any representations and warranties made by the Company or breaches by the Company of its covenants made in any acquisition agreement in connection Drag Along Stockholders with such Company Transaction, is several and not joint with any other individual or entity and is pro rata in proportion to, and does not exceed, the amount of consideration paid respect to such Stockholder in connection with such Company Transaction; and (iv) The consideration paid to the Stockholders will be distributed pursuant to Section 3 of the Certificate of Incorporation, as if such Company Transaction were an Acquisitionproposed Transfer.

Drag Along. (a) In 21 applies. (b) If the event that Buyer desires to exercise its Drag-Along Rights, it shall give written notice to the Board other Stockholder ("Drag-Along Notice") of Directors the Company Sale, setting forth the name and address of the transferee, the date on which such transaction is proposed to be consummated (which shall be not less than 30 days after the date such Drag-Along Notice is given), and the Majority Investors approve any Company Transaction, each Stockholder will vote (to the extent such Stockholder is entitled to vote) for, consent to proposed amount of cash consideration and raise no objections to such Company Transaction. Each Stockholder will waive any dissenter’s rights, appraisal rights or similar rights, to the extent applicable, in connection with any such Company Transaction. If the Company Transaction is structured as a sale of stock, each Stockholder will agree to sell all of its Stockholder Shares and rights to acquire Stockholder Shares pursuant to the terms and conditions approved of payment offered by such transferee. (c) The obligations of the Board Stockholders in respect of Directors and a Company Sale under this Section 8.2 are subject to the Majority Investors. Each Stockholder will take all necessary or desirable actions in connection with satisfaction of the following conditions: (i) subject to (v) below, upon the consummation of the Company Transaction Sale, consideration of equivalent value in cash or Cash Equivalents realized upon such Company Sale shall be paid or distributed in respect of each share of Common Stock then issued and outstanding; (ii) each holder of then currently exercisable rights to acquire shares of Common Stock will be given a reasonable opportunity to exercise such rights prior to the consummation of the Company Sale and thereby to participate in such sale as requested by the Board a holder of Directors and the Majority Investors including, without limitation, delivering such Stockholder’s stock certificates free and clear Common Stock; (iii) there shall be no liability of all liens and encumbrances (other than those NRG for indemnification in respect of any matters arising under applicable securities laws). (b) Notwithstanding the foregoing Section 2.4(a), a Stockholder will not be required pursuant to comply with Section 2.4(a) in connection with any Company Transaction unless: (i) any representations and warranties to be made by such Stockholder or in connection with the Company Transaction are limited Sale, other than with respect to NRG's ownership of its shares of Common Stock; (iv) NRG shall not be required to make general representations or warranties regarding the financial condition, business, assets or affairs of the Company and warranties its Subsidiaries; (v) the valuation of NRG's shares of Common Stock shall take into account not only the consideration received by the Buyer for its Common Stock but also any consideration received by the Buyer or its for the sale, transfer or disposition of any ownership or other interests, contract rights, permits or any other asset of the Buyer or its Affiliates with respect to its investment in the Company related to authority, ownership and or contemplated by the ability to convey title to such Stockholder Shares, including but not limited to representations and warranties that: (w) the Stockholder holds all right, title and interest in and to the Stockholder Shares such Stockholder purports to hold, free and clear of all liens and encumbrances; (x) the obligations sale of the Stockholder in connection with the Company Transaction have been duly authorized, if applicable; (y) the documents to be entered into by the Stockholder have been duly executed by the Stockholder and delivered to the acquirer and are enforceable against the Stockholder in accordance with their respective termsBuyer's Common Stock; and (zvi) neither NRG shall be given a reasonable opportunity to review and provide comments to the execution and delivery of agreements or documents relating to be entered into in connection with the Company Transaction, nor the performance of the Stockholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (ii) the Stockholder shall not be liable for the inaccuracy of any representation or warranty made by any other individual or entity (other than the Company) in connection with the Company Transaction; (iii) the liability for indemnification, if any, of such Stockholder in the Company Transaction and for the inaccuracy of any representations and warranties made by the Company or breaches by the Company of its covenants made in any acquisition agreement in connection with such Company Transaction, is several and not joint with any other individual or entity and is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Stockholder in connection with such Company Transaction; and (iv) The consideration paid to the Stockholders will be distributed pursuant to Section 3 of the Certificate of Incorporation, as if such Company Transaction were an AcquisitionSale.

Drag Along. (a) In the event that an Acquisition or Asset Transfer (each as defined in the Restated Certificate, as amended from time to time) (an Acquisition or an Asset Transfer being an “Approved Transaction”) is approved by (x) the Board of Directors Directors, (y) holders of at least fifty five percent (55%) of the then outstanding shares of Preferred Stock, and (z) holders of a majority of the Majority Investors approve then outstanding shares of Common Stock (such holders under “y” and “z” being the “Requisite Holders”), then (i) for any Company Transactionsuch Acquisition or Asset Transfer, each Key Holder, Investor and Designated Common Stockholder will agrees to be present, in person or by proxy, at all meetings for the vote (thereon or action by written consent, to the extent vote all shares of capital stock held by such Stockholder is entitled to vote) for, consent to person for and raise no objections to such Company Transaction. Each Stockholder will Acquisition or Asset Transfer, and waive and refrain from exercising any dissenter’s dissenters rights, appraisal rights or similar rights, to the extent applicable, rights in connection with any such Company Transaction. If the Company Transaction Acquisition or Asset Transfer and (ii) if such Acquisition is structured as a sale of stockthe stock of the Company, each Key Holder, Investor and Designated Common Stockholder will shall agree to sell all shares of its Stockholder Shares and rights to acquire Stockholder Shares pursuant to the Company’s capital stock held by them on the terms and conditions approved by the Board Requisite Holders; provided, however, in each case that such terms do not provide that such Key Holder, Investor or Designated Common Stockholder would receive as a result of Directors such Acquisition or Asset Transfer less than the amount that would be distributed to such Key Holder, Investor or Designated Common Stockholder in the event the proceeds of such Acquisition or Asset Transfer of the Company were distributed in accordance with the liquidation preferences set forth in the Restated Certificate, as amended from time to time. (b) Subject to Section 1.7(a), the Key Holders, Investors and the Majority Investors. Each Stockholder will Designated Common Stockholders shall each take all necessary or and desirable actions approved by the Requisite Holders in connection with the consummation of such Acquisition or Asset Transfer, including the Company Transaction as requested by execution of such agreements and such instruments and other actions reasonably necessary to (i) provide the Board representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such Acquisition or Asset Transfer; provided, however, that pursuant to the terms of Directors such Acquisition or Asset Transfer, the Key Holders, Designated Common Stockholders and the Majority Investors including, without limitation, delivering such Stockholder’s stock certificates free and clear of all liens and encumbrances (other than those arising under applicable securities laws). (b) Notwithstanding the foregoing Section 2.4(a), a Stockholder will shall not be required to comply with Section 2.4(a) in connection with any Company Transaction unless: (i) give any representations and warranties to be made by such Stockholder in connection with regarding the operations and conditions (financial and otherwise) of the Company Transaction and its business, assets and liabilities (unless such Key Holders, Designated Common Stockholders or Investors are limited to officers of the Company and are giving such representations and warranties related to authority, ownership solely in such capacity as such officers and the ability to convey title to such Stockholder Shares, including but not limited to representations and warranties that: (w) the Stockholder holds all right, title and interest in and to the Stockholder Shares such Stockholder purports to hold, free and clear of all liens and encumbrances; (x) the obligations their capacity as a holder of the Stockholder in connection with the Company Transaction have been duly authorizedCompany’s capital stock), if applicable; (y) the documents to be entered into by the Stockholder have been duly executed by the Stockholder and delivered to the acquirer and are enforceable against the Stockholder in accordance with their respective terms; and (z) neither the execution and delivery of documents to be entered into in connection with the Company Transaction, nor the performance of the Stockholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (ii) effectuate the Stockholder shall not be liable for the inaccuracy of any representation or warranty made by any other individual or entity (other than the Company) in connection with the Company Transaction; (iii) the liability for indemnification, if any, of such Stockholder in the Company Transaction allocation and for the inaccuracy of any representations and warranties made by the Company or breaches by the Company of its covenants made in any acquisition agreement in connection with such Company Transaction, is several and not joint with any other individual or entity and is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Stockholder in connection with such Company Transaction; and (iv) The consideration paid to the Stockholders will be distributed pursuant to Section 3 distribution of the Certificate of Incorporation, as if aggregate consideration upon such Company Transaction were an AcquisitionAcquisition or Asset Transfer.

Drag Along. (a) In the event that an Acquisition or Asset Transfer (each as defined in the Restated Certificate, as amended from time to time) (an Acquisition or an Asset Transfer being an “Approved Transaction”) is approved by (x) the Board of Directors Directors, (y) holders of at least sixty-five percent (65%) of the then outstanding shares of Preferred Stock, and (z) holders of a majority of the Majority Investors approve then outstanding shares of Common Stock (such holders under “y” and “z” being the “Requisite Holders”), then (i) for any Company Transactionsuch Acquisition or Asset Transfer, each Key Holder, Investor and Designated Common Stockholder will agrees to be present, in person or by proxy, at all meetings for the vote (thereon or action by written consent, to the extent vote all shares of capital stock held by such Stockholder is entitled to vote) for, consent to person for and raise no objections to such Company Transaction. Each Stockholder will Acquisition or Asset Transfer, and waive and refrain from exercising any dissenter’s dissenters rights, appraisal rights or similar rights, to the extent applicable, rights in connection with any such Company Transaction. If the Company Transaction Acquisition or Asset Transfer and (ii) if such Acquisition is structured as a sale of stockthe stock of the Company, each Key Holder, Investor and Designated Common Stockholder will shall agree to sell all shares of its Stockholder Shares and rights to acquire Stockholder Shares pursuant to the Company’s capital stock held by them on the terms and conditions approved by the Board Requisite Holders; provided, however, in each case that such terms do not provide that such Key Holder, Investor or Designated Common Stockholder would receive as a result of Directors such Acquisition or Asset Transfer less than the amount that would be distributed to such Key Holder, Investor or Designated Common Stockholder in the event the proceeds of such Acquisition or Asset Transfer of the Company were distributed in accordance with the liquidation preferences set forth in the Restated Certificate, as amended from time to time. (b) Subject to Section 1.7(a), the Key Holders, Investors and the Majority Investors. Each Stockholder will Designated Common Stockholders shall each take all necessary or and desirable actions approved by the Requisite Holders in connection with the consummation of such Acquisition or Asset Transfer, including the Company Transaction as requested by execution of such agreements and such instruments and other actions reasonably necessary to (i) provide the Board representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such Acquisition or Asset Transfer; provided, however, that pursuant to the terms of Directors such Acquisition or Asset Transfer, the Key Holders, Designated Common Stockholders and the Majority Investors including, without limitation, delivering such Stockholder’s stock certificates free and clear of all liens and encumbrances (other than those arising under applicable securities laws). (b) Notwithstanding the foregoing Section 2.4(a), a Stockholder will shall not be required to comply with Section 2.4(a) in connection with any Company Transaction unless: (i) give any representations and warranties to be made by such Stockholder in connection with regarding the operations and conditions (financial and otherwise) of the Company Transaction and its business, assets and liabilities (unless such Key Holders, Designated Common Stockholders or Investors are limited to officers of the Company and are giving such representations and warranties related to authority, ownership solely in such capacity as such officers and the ability to convey title to such Stockholder Shares, including but not limited to representations and warranties that: (w) the Stockholder holds all right, title and interest in and to the Stockholder Shares such Stockholder purports to hold, free and clear of all liens and encumbrances; (x) the obligations their capacity as a holder of the Stockholder in connection with the Company Transaction have been duly authorizedCompany’s capital stock), if applicable; (y) the documents to be entered into by the Stockholder have been duly executed by the Stockholder and delivered to the acquirer and are enforceable against the Stockholder in accordance with their respective terms; and (z) neither the execution and delivery of documents to be entered into in connection with the Company Transaction, nor the performance of the Stockholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (ii) effectuate the Stockholder shall not be liable for the inaccuracy of any representation or warranty made by any other individual or entity (other than the Company) in connection with the Company Transaction; (iii) the liability for indemnification, if any, of such Stockholder in the Company Transaction allocation and for the inaccuracy of any representations and warranties made by the Company or breaches by the Company of its covenants made in any acquisition agreement in connection with such Company Transaction, is several and not joint with any other individual or entity and is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Stockholder in connection with such Company Transaction; and (iv) The consideration paid to the Stockholders will be distributed pursuant to Section 3 distribution of the Certificate of Incorporation, as if aggregate consideration upon such Company Transaction were an AcquisitionAcquisition or Asset Transfer.