Common use of Drag Along Clause in Contracts

Drag Along. 4.1 If the Initiating Sellers approve an Approved Sale, then all Shareholders shall approve, consent to and participate in the Approved Sale, and if the Approved Sale is structured as a sale of issued Shares (whether by merger, recapitalization, consolidation or other Disposal), then each Shareholder shall waive all first refusal and other rights in connection with the Approved Sale. 4.2 Each Shareholder shall take all necessary and desirable actions in connection with the completion of an Approved Sale, including executing agreements and instruments and taking other actions as may be reasonably necessary to provide the representations, warranties, indemnities, covenants, conditions and other provisions and agreements, as the case may be, required to complete the Approved Sale. 4.3 If a Shareholder fails for any reason to take any of the actions described above, it shall be deemed to have appointed any Director as its attorney, on its behalf and in its name, with full power, to execute, complete and deliver any document or instrument or to take any other action, including to receive the proceeds of the sale and to give good quittance for the sale price, in order to complete the Approved Sale. The Shareholder further agrees to confirm and ratify the acts of any Director acting as its attorney under this Clause 4.3 (Drag- Along). 4.4 An Approved Sale shall not be subject to Clause 3 (Rights of First Refusal). 4.5 The Initiating Sellers shall deliver written notice to each other Shareholder setting out in reasonable detail the terms (including price, time and form of payment) of any Approved Sale (“Drag-Along Notice”). 4.6 Without limiting the generality of the provisions above, each Shareholder shall, on or before the date falling [*****] after the date of the Drag-Along Notice, deliver to the Company written notice: (a) setting out its agreement to the Approved Sale (including waiving all first refusal and similar rights); and (b) if the Approved Sale is structured as a sale of Shares, enclosing share certificates representing its Shares and a transfer form duly executed in blank.

Drag Along. 4.1 If Subject to the Initiating Sellers approve provisions of Article ‎22 (Protective Covenants) below to the extent applicable, but notwithstanding the provisions of Articles ‎12.2 and ‎12.3 above: 12.4.1. In the event that the Board of Directors, or the Shareholders of the Company, as applicable, approve, pursuant to the relevant sections of the Shareholders Agreement, a binding offer (in this Article ‎12.4, the “Offer”) received from any Person(s) who is not an Approved SaleAffiliate or Permitted Transferee of a Shareholder (an “Acquirer”), to effect a transaction or a series of related transactions resulting in the purchase of all or substantially all of the shares or assets of the Company, whether effected by way of a share sale, asset sale, merger, acquisition or otherwise (in this Article ‎12.4, the “Proposed Transaction”), then all Shareholders shall approvebe compelled: (i) if asked to do so by the Company, consent the Board of Directors, the Shareholders’ meeting or by the Acquirer, to sell all of its shares and participate other Equity Securities in the Approved SaleCompany to the Acquirer, free and clear of any Security Interest other than those created by the Shareholders Agreement and this Articles, and if under the Approved Sale is structured as a sale of issued Shares same terms stated in the Offer (whether by mergerincluding the same price per Share, recapitalizationwarranties, consolidation or other Disposalholdbacks, covenants and indemnities), then each Shareholder shall waive and (ii) not to oppose such Proposed Transaction and, if applicable, vote all first refusal and other rights of their shares in connection with the Approved Salefavor of such Proposed Transaction. 4.2 Each Shareholder 12.4.2. If compelled to sell, at the closing of the Proposed Transaction, the Shareholders shall (to the extent required by the Company or the Acquirer) deliver certificates evidencing its ownership of the shares (or Equity Securities, as applicable) being sold by them, accompanied by a duly executed written instruments of transfer in form satisfactory to the Acquirer, against delivery of the closing purchase price therefor and take all necessary and desirable actions in connection with the completion of an Approved Sale, including executing agreements and instruments and taking any other actions as may be and sign any other document reasonably necessary to provide the representations, warranties, indemnities, covenants, conditions and other provisions and agreements, as the case may be, required to complete the Approved Saleeffect such Proposed Transaction. 4.3 If a Shareholder fails for any reason to take any 12.4.3. The Shareholders hereby agree that the provisions of Section 341 of the actions described aboveCompanies Law shall not apply to them, to the extent such provisions may be waived. Without derogating from the aforesaid and in addition to it, to the extent that the provisions of Section 341 of the Companies Law cannot be waived, (i) the majority required for a forced sale pursuant to Sections 341(d) of the Companies Law shall be 50% of the voting rights in the Company and for the purpose of Section 8.5 of the Shareholders Agreement (and for that purpose only), it shall be deemed the holdings of L C▇▇▇▇▇▇▇▇ in the Company at the relevant time it exercises its drag right pursuant to have appointed any Director as its attorneythat Section, on its behalf and (ii) to the extent permitted by law, the notices that should be sent by the Acquirer according to the provisions set forth in its name, with full power, to execute, complete Section 341(a) and deliver any document or instrument or to take any other action, including to receive the proceeds 341(c) of the sale Companies Law may be sent by either the Acquirer or the Company and to give good quittance the time frame set forth in the aforementioned provisions for the sale pricesending each of such notices under Section 341, in order to complete the Approved Sale. The Shareholder further agrees to confirm and ratify the acts of any Director acting as its attorney under this Clause 4.3 (Drag- Along). 4.4 An Approved Sale shall not be subject limited to Clause 3 (Rights of First Refusal)the time frame specified therein. 4.5 The Initiating Sellers shall deliver written notice to each other Shareholder setting out in reasonable detail 12.4.4. In the terms (including price, time and form event of payment) of any Approved Sale (“Drag-Along Notice”). 4.6 Without limiting the generality of a conflict between the provisions aboveof (or the exercise of rights pursuant to) this Article ‎12.4 (Drag Along) and the provisions of Article ‎12.3 (Tag Along), each Shareholder shall, on or before then the date falling [*****] after the date provisions of the Drag-Along Notice, deliver to the Company written notice: (a) setting out its agreement to the Approved Sale (including waiving all first refusal and similar rights); and (b) if the Approved Sale is structured as a sale of Shares, enclosing share certificates representing its Shares and a transfer form duly executed in blankthis Article ‎12.4 shall prevail.

Drag Along. 4.1 If (a) Upon a Sale Event (as defined below), each Management Stockholder and Investor shall, upon the Initiating Sellers approve an Approved Salewritten request of a Two-Thirds Interest (i) sell, then all Shareholders shall approvetransfer and deliver, consent or cause to be sold, transferred and participate delivered, to the Third Party Buyer (as defined below) a pro rata portion of its Shares on the same terms applicable to the Two-Thirds Interest (with due reflection of the relative rights and preferences of the Shares as provided in the Approved SaleCharter), and if the Approved Sale is structured as a sale of issued Shares (whether by merger, recapitalization, consolidation or other Disposal), then each Shareholder shall waive all first refusal and other rights in connection with the Approved Sale. 4.2 Each Shareholder shall take all necessary and desirable actions in connection with the completion of an Approved Sale, including executing agreements and instruments and taking other actions as may be reasonably necessary to provide the representations, warranties, indemnities, covenants, conditions and other provisions and agreements, as the case may be, required to complete the Approved Sale. 4.3 If a Shareholder fails for any reason to take any of the actions described above, it shall be deemed to have appointed any Director as its attorney, on its behalf and in its name, with full power, to execute, complete ii) execute and deliver any document or instrument or to such instruments of conveyance and transfer and take any such other action, including to receive voting such Shares in favor of any Sale Event proposed by the proceeds of Two-Thirds Interest and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, as such Two-Thirds Interest and the sale and to give good quittance for the sale price, Third Party Buyer may reasonably require in order to complete the Approved Sale. The Shareholder further agrees to confirm and ratify the acts of any Director acting as its attorney under this Clause 4.3 (Drag- Along). 4.4 An Approved Sale shall not be subject to Clause 3 (Rights of First Refusal). 4.5 The Initiating Sellers shall deliver written notice to each other Shareholder setting carry out in reasonable detail the terms and provisions of this Section 3.6 (including price, time and form of payment) of any Approved Sale (the “Drag-Along NoticeRight”). 4.6 Without limiting . Notwithstanding the generality foregoing, no Management Stockholder in connection with any Sale Event shall be required to make any representations and warranties other than (i) representations and warranties as to the title of its Shares and its power, authority and right to enter into the Sale Event without contravention of law or contract and (ii) such representations and warranties concerning the Company as the Two-Thirds-Interest shall make; provided, however, that any liability for any breach thereof shall be borne by each Management Stockholder on a pro rata basis based upon the consideration in respect of its Shares received by the Management Stockholder and shall not exceed the amount of such consideration received by the Management Stockholder. Further, notwithstanding the foregoing, no Management Stockholder shall be required to execute any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents containing terms applicable to the Management Stockholder that are different in any material respect from the terms applicable to the Two-Thirds Interest (after due adjustment for the relative rights and preferences of the provisions above, each Shareholder shall, on or before Shares as provided in the date falling [*****] after the date of the Drag-Along Notice, deliver to the Company written notice: (a) setting out its agreement to the Approved Sale (including waiving all first refusal and similar rightsCharter); and. (b) if the Approved Sale is structured as a sale For purposes of Shares, enclosing share certificates representing its Shares and a transfer form duly executed in blank.this Section 3.6:

Drag Along. 4.1 If (a) At any time after the expiry of the 18th month from July 19, 2010, if (i) Shareholders holding a majority of each class of Shares, voting separately, or (ii) Shareholders representing two-thirds of all Shares on an as-if-converted basis (collectively, the “Initiating Sellers Sellers”), approve a Sale of the Company that values the Company at US$100,000,000 or more (in either case an “Approved Sale”), then all Shareholders each Shareholder shall approve, consent to and participate in raise no objections to the Approved Sale, and if the Approved Sale is structured as a sale of the issued Shares and outstanding capital stock of the Company (whether by merger, recapitalization, consolidation or other Disposalsale or Transfer of shares or otherwise), then each Shareholder shall waive all first refusal and other any dissenter’s rights, appraisal rights or similar rights in connection with such Sale of the Approved Sale. 4.2 Company and each Shareholder shall agree to sell its Shares on the terms and conditions approved by the Initiating Sellers. Each Shareholder shall take all necessary and desirable actions in connection with the completion consummation of an the Approved Sale, including executing such agreements and instruments and taking such other actions as may be reasonably necessary to provide the representations, warranties, indemnities, covenants, conditions conditions, escrow agreements and other provisions and agreements, as the case may be, required to complete for the consummation of such Approved Sale. 4.3 If a . In the event that any Shareholder fails for any reason to take any of the foregoing actions described aboveafter reasonable notice thereof, it shall be deemed such Shareholder hereby grants an irrevocable power of attorney and proxy to have appointed any Director as its attorney, on its behalf the Initiating Sellers or an assignee or designee of such Initiating Sellers to take all necessary actions and in its name, with full power, to execute, complete execute and deliver any document or instrument or all documents deemed by such Person to take any other actionbe reasonably necessary to effectuate the terms of this Section 5.9. Subject to clause (b) of this Section 5.9, including to receive the proceeds restrictions on Transfers of the sale Shares set forth in Sections 5.1, 5.2, 5.3, 5.4 and to give good quittance for the sale price, 5.8 shall not apply in order to complete the connection with an Approved Sale. The Shareholder further agrees , anything in this Agreement to confirm and ratify the acts of any Director acting as its attorney under this Clause 4.3 (Drag- Along)contrary notwithstanding. 4.4 An Approved Sale shall not be subject to Clause 3 (Rights of First Refusal). 4.5 b) The Initiating Sellers shall deliver written notice to each other Shareholder setting out forth in reasonable detail the terms (including price, time and form of payment) of any Approved Sale (the “Drag-Along Drag Notice”). 4.6 Without limiting the generality . Within 15 days following receipt of the provisions aboveDrag Notice, each Shareholder shall, on or before the date falling [*****] after the date of the Drag-Along Notice, such other Shareholders shall deliver to the Company written notice: (a) notice setting out its forth such Shareholders’ agreement to consent to and raise no objections against, or impediments to, the Approved Sale (including including, waiving all first refusal dissenter’s and similar rights); and ) and (bii) if the Approved Sale is structured as a sale of Sharescapital stock, enclosing share to sell its Shares on the terms and conditions set forth in the Drag Notice, including delivery of certificates representing such Shareholder’s Shares (duly endorsed for transfer or accompanied by executed stock powers or transfer instruments therefor). (c) Notwithstanding the foregoing, in the event that a potentially forthcoming Approved Sale and within five Business Days of its approval in principle by the Initiating Sellers or Shareholders representing a majority of all Shares on an as-if-converted basis, as the case may be, the Founders shall have the right collectively to give notice in writing to the other Shareholders of their intention to buy all of the Shares from the other Shareholders in lieu of an Approved Sale on terms at least as favorable as the potential Approved Sale. Any such notice, if given, shall be irrevocable, and a transfer form duly executed the purchase of all Shares from the other Shareholders shall be consummated by the Founders in blankcash within three months of the giving of such notice.

Drag Along. 4.1 If Subject to compliance first with the Initiating Sellers approve provisions of Part 2 of Schedule 4, if, at any time a Shareholder (the “Initial Seller”) receives an Approved Saleoffer from a third party purchaser to purchase such number of Company shares as represent one hundred per cent (100%) of the issued shares at the price equal or exceeding [●], then all the Initial Seller may deliver a written notice (the “Drag Notice”) to the other Shareholders shall approvenotifying each of them about the proposed purchase and the terms thereof, consent and requiring such other Shareholders (the “Dragged Shareholders”) to and participate sell such number of their respective shares as is specified in the Approved SaleDrag Notice (the “Drag Shares”) to the third party purchaser on identical terms, provided that: the terms and if conditions applying to the Approved Sale is structured as a sale of issued the Drag Shares (whether by merger, recapitalization, consolidation or other Disposal), then each Shareholder shall waive all first refusal and other rights in connection with the Approved Sale. 4.2 Each Shareholder shall take all necessary and desirable actions in connection with the completion of an Approved Sale, including executing agreements and instruments and taking other actions as may be reasonably necessary to provide the representations, warranties, indemnities, covenants, conditions and other provisions and agreements, as the case may be, required to complete the Approved Sale. 4.3 If a Shareholder fails for any reason to take any of the actions described above, it shall be deemed to have appointed any Director as its attorney, on its behalf Dragged Shareholders and in its name, with full power, to execute, complete and deliver any document or instrument or to take any other action, including to receive the proceeds of the sale and to give good quittance for the sale price, in order to complete the Approved Sale. The Shareholder further agrees to confirm and ratify the acts of any Director acting as its attorney under this Clause 4.3 (Drag- Along). 4.4 An Approved Sale shall not be subject to Clause 3 (Rights of First Refusal). 4.5 The Initiating Sellers shall deliver written notice to each other Shareholder setting Company shares held by Initial Seller are set out in reasonable detail in the Drag Notice; the terms (including price, time and form of payment) of any Approved Sale (“Drag-Along Notice”). 4.6 Without limiting conditions applying to the generality sale of the provisions above, Drag Shares by each Shareholder shall, on or before the date falling [*****] after the date of the Drag-Along Notice, deliver Dragged Shareholders shall be no less favourable than the terms and conditions applying to the sale of the Company written notice: (a) setting out its agreement shares held by the Initial Seller. If a Drag Notice is served, the Dragged Shareholders shall be bound to proceed with the sale of the Drag Shares on the terms and subject to the Approved Sale (including waiving all first refusal and similar rights); and (b) if conditions notified in the Approved Sale is structured as a Drag Notice. No Shareholder shall complete any sale of Shares, enclosing share certificates representing its Shares and a transfer form duly executed in blankthe Company shares to the third party purchaser unless the third party purchaser completes the purchase of all of the Company shares required to be sold simultaneously.]

Drag Along. 4.1 If the Initiating Sellers approve an Approved Sale, then all Shareholders shall approve, consent to and participate in the Approved Sale, and if the Approved Sale is structured as a sale of issued Shares (whether by merger, recapitalization, consolidation or other Disposal), then each Shareholder shall waive all first refusal and other rights in connection with the Approved Sale. 4.2 Each Shareholder shall take all necessary and desirable actions in connection with the completion of an Approved Sale, including executing agreements and instruments and taking other actions as may be reasonably necessary to provide the representations, warranties, indemnities, covenants, conditions and other provisions and agreements, as the case may be, required to complete the Approved Sale. 4.3 If a Shareholder fails for any reason to take any of the actions described above, it shall be deemed to have appointed any Director as its attorney, on its behalf and in its name, with full power, to execute, complete and deliver any document or instrument or to take any other action, including to receive the proceeds of the sale and to give good quittance for the sale price, in order to complete the Approved Sale. The Shareholder further agrees to confirm and ratify the acts of any Director acting as its attorney under this Clause ▇▇▇▇▇▇ 4.3 (Drag- Along). 4.4 An Approved Sale shall not be subject to Clause 3 (Rights of First Refusal). 4.5 The Initiating Sellers shall deliver written notice to each other Shareholder setting out in reasonable detail the terms (including price, time and form of payment) of any Approved Sale (“Drag-Along Notice”). 4.6 Without limiting the generality of the provisions above, each Shareholder shall, on or before the date falling [*****] after the date of the Drag-Along Notice, deliver to the Company written notice: (a) setting out its agreement to the Approved Sale (including waiving all first refusal and similar rights); and (b) if the Approved Sale is structured as a sale of Shares, enclosing share certificates representing its Shares and a transfer form duly executed in blank.

Drag Along. 4.1 If With respect to a Change in Control that has been approved by the Initiating Sellers approve Requisite Sponsor Approval under Section 2.6 as well as, if not required by Section 2.6, Unanimous Sponsor Approval (an “Approved Sale”), then all Shareholders shall approveeach Stockholder hereby agrees, consent to and participate in the Approved Sale, and (a) if the such Approved Sale is structured as to be effected in the form of a sale of issued Shares (whether by merger, recapitalization, consolidation merger or other Disposal)corporate reorganization which requires approval of the Stockholders, then the Stockholders shall vote for, and consent to such Approved Sale and each Shareholder Stockholder shall waive all first refusal and other any dissenters’ rights, appraisal rights or similar rights in connection with the such Approved Sale. 4.2 Each Shareholder ; (b) each Stockholder shall take all necessary and or desirable actions in connection with the completion consummation of the Approved Sale and the distribution of the aggregate consideration from such Approved Sale as reasonably requested by the Prospective Selling Stockholders (and each Stockholder hereby grants to the Prospective Selling Stockholders, with full power of substitution and resubstitution, individually and jointly, an irrevocable proxy coupled with an interest to vote such Stockholder’s Shares in favor of an Approved Sale, including executing agreements which proxy shall be valid and instruments remain in full force and taking other actions effect as may be reasonably necessary to provide the representations, warranties, indemnities, covenants, conditions and other provisions and agreements, long as the case may be, required to complete the Approved Sale. 4.3 If a Shareholder fails for any reason to take any provisions of the actions described above, it shall be deemed to have appointed any Director as its attorney, on its behalf and this Section 4.2 remain in its name, with full power, to execute, complete and deliver any document or instrument or to take any other action, including to receive the proceeds of the sale and to give good quittance for the sale price, in order to complete the Approved Sale. The Shareholder further agrees to confirm and ratify the acts of any Director acting as its attorney under this Clause 4.3 (Drag- Along). 4.4 An Approved Sale shall not be subject to Clause 3 (Rights of First Refusal). 4.5 The Initiating Sellers shall deliver written notice to each other Shareholder setting out in reasonable detail the terms (including price, time and form of payment) of any Approved Sale (“Drag-Along Notice”). 4.6 Without limiting the generality of the provisions above, each Shareholder shall, on or before the date falling [*****] after the date of the Drag-Along Notice, deliver to the Company written notice: (a) setting out its agreement to the Approved Sale (including waiving all first refusal and similar rightseffect); and and (bc) if the Approved Sale is structured to be effected as a sale of SharesStock, enclosing share certificates representing its if requested by the Prospective Selling Stockholders, Sell the same percentage (the “Drag Along Sale Percentage”) of the total number of each class of such Shares that is proposed to be sold by the Prospective Selling Stockholders to a Prospective Buyer in such Change in Control (in one transaction or a series of related transactions), in the manner and on the terms set forth in this Section 4.2. For purposes of this Section 4.2, but subject to Section 4.4.4, all Options, Warrants and Convertible Securities will be treated as the same class of Shares for which they may be exercised. All Shares to be sold to the Prospective Buyer shall be included in determining whether or not a transfer form duly executed proposed transaction constitutes a Change in blankControl. In connection with an Approved Sale, the Company will, if requested by the Prospective Selling Stockholders, cause the Class L Common to be converted into Class A Common pursuant to the terms of the Certificate of Incorporation.

Drag Along. 4.1 If (a) At any time prior to the completion of a Qualified IPO, if Investors holding eighty percent or more of the Preferred Shares (on an as-if-converted basis) (the “Initiating Sellers”) approve a Sale of the Company in which the Company’s valuation is US$500 million or more (an “Approved Sale”), then at the request of the Initiating Sellers approve an Approved SaleSellers, then all Shareholders each Shareholder shall approve, consent to and participate in raise no objections to the Approved Sale, and if the Approved Sale is structured as a sale of the issued Shares and outstanding capital stock of the Company (whether by merger, recapitalization, consolidation or other Disposalsale or Transfer of shares or otherwise), then each Shareholder shall waive all first refusal and other any dissenter’s rights, appraisal rights or similar rights in connection with such Sale of the Company and each Shareholder shall agree to sell the same percentage of its Shares on a pro rata basis in such Approved Sale. 4.2 Sale on the terms and conditions approved by the Initiating Sellers. Each Shareholder shall take all necessary and desirable actions in connection with the completion consummation of an the Approved Sale, including executing such agreements and instruments and taking such other actions as may be reasonably necessary to provide the representations, warranties, indemnities, covenants, conditions conditions, escrow agreements and other provisions and agreements, as the case may be, required to complete for the consummation of such Approved Sale. 4.3 If a . In the event that any Shareholder fails for any reason to take any of the foregoing actions described aboveafter reasonable notice thereof, it shall be deemed such Shareholder hereby grants an irrevocable power of attorney and proxy to have appointed any Director as its attorney, on its behalf the Initiating Sellers or an assignee or designee of such Initiating Sellers to take all necessary actions and in its name, with full power, to execute, complete execute and deliver any document or instrument or all documents deemed by such Person to take any other actionbe reasonably necessary to effectuate the terms of this Section 5.9. Subject to clause (b) of this Section 5.9, including to receive the proceeds restrictions on Transfers of the sale Shares set forth in Sections 5.1, 5.2, 5.3, 5.4, 5.6 and to give good quittance for the sale price, 5.8 shall not apply in order to complete the connection with an Approved Sale. The Shareholder further agrees , anything in this Agreement to confirm and ratify the acts of any Director acting as its attorney under this Clause 4.3 (Drag- Along)contrary notwithstanding. 4.4 An Approved Sale shall not be subject to Clause 3 (Rights of First Refusal). 4.5 b) The Initiating Sellers shall deliver written notice to each other Shareholder setting out forth in reasonable detail the terms (including price, time and form of payment) of any Approved Sale (the “Drag-Along Notice”). 4.6 Without limiting the generality of the provisions above, each Shareholder shall, on or before the date falling [*****] after the date . Within 15 days following receipt of the Drag-Along Notice, each of such other Shareholders shall deliver to the Company written notice: (a) notice setting out its forth such Shareholders’ agreement to consent to and raise no objections against, or impediments to, the Approved Sale (including including, waiving all first refusal dissenter’s and similar rights); and ) and (bii) if the Approved Sale is structured as a sale of Sharescapital stock, enclosing share to sell its Shares on the terms and conditions set forth in the Drag-Along Notice, including delivery of certificates representing its such Shareholder’s Shares and a (duly endorsed for transfer form duly or accompanied by executed in blankstock powers or transfer instruments therefor).

Drag Along. 4.1 If at any time following the Initiating Sellers approve Closing Buyer approves (the “Sale Approval”) a Significant Company Transaction with an Approved Saleunaffiliated Person, then all Shareholders Buyer shall approve, have the right and option to require the Company and each Seller to consent to and participate in the Approved Saleto, and if to do and perform any and all acts reasonably necessary or advisable to effect the Approved Significant Company Transaction. Each Seller hereby agrees to the covenants set forth in this Section 6.7 and hereby waives any rights to object to any Significant Company Transaction pursuant to this Section 6.7. Promptly, but in any event within thirty (30) days after a Sale is structured as Approval, Buyer shall give the Company and each Seller a sale of issued Shares notice (whether by merger, recapitalization, consolidation or other Disposal“Significant Transaction Notice”), then each Shareholder shall waive all first refusal setting forth among other things, the price and other rights in connection with terms and conditions of the Approved Sale. 4.2 Each Shareholder shall Significant Company Transaction. On the condition that each Seller will receive, pursuant to such Significant Company Transaction, the same per Company Share consideration, and notwithstanding any other provision of this Agreement, each Seller shall: (i) take all necessary and desirable actions in connection with the consummation of such Significant Company Transaction, as determined and requested by written notice by Buyer; (ii) consent to such Significant Company Transaction and raise no objections to the Significant Company Transaction or to the process pursuant to which it was arranged; (iii) waive and refrain from exercising any applicable dissenters’ rights, appraisal rights or other similar rights; (d) execute and deliver all instruments and documents reasonably requested and/or directed by ▇▇▇▇▇ to effectuate the allocation and distribution of the aggregate consideration upon completion of an Approved Sale, including executing agreements such Significant Company Transaction; and instruments and taking other actions as may be reasonably necessary to provide the representations, warranties, indemnities, covenants, conditions and other provisions and agreements, as the case may be, required to complete the Approved Sale. 4.3 If a Shareholder fails for any reason to take any of the actions described above, it shall be deemed to have appointed any Director as its attorney, on its behalf and in its name, with full power, to execute, complete and deliver any document or instrument or to take any other action, including to receive the proceeds of the sale and to give good quittance for the sale price, in order to complete the Approved Sale. The Shareholder further agrees to confirm and ratify the acts of any Director acting as its attorney under this Clause 4.3 (Drag- Along). 4.4 An Approved Sale shall not be subject to Clause 3 (Rights of First Refusal). 4.5 The Initiating Sellers shall deliver written notice to each other Shareholder setting out in reasonable detail the terms (including price, time and form of payment) of any Approved Sale (“Drag-Along Notice”). 4.6 Without limiting the generality of the provisions above, each Shareholder shall, on or before the date falling [*****] after the date of the Drag-Along Notice, deliver to the Company written notice: (a) setting out its agreement to the Approved Sale (including waiving all first refusal and similar rights); and (biv) if the Approved Sale such transaction is structured as a sale of Sharesstock, enclosing share certificates representing its within five (5) Business Days following the receipt of such notice (or such longer or shorter period of time as Buyer shall designate in such notice), cause the Company Shares of such Seller to be sold to the designated purchaser on the terms and a transfer form duly executed conditions set forth in blanksuch notice or amendment thereto.