Common use of Tag Along and Drag Along Clause in Contracts

Tag Along and Drag Along. (a) Tag-Along. Prior to an Initial Public Offering, if any Holder proposes to Transfer more than two percent (2%) of the total number of outstanding Securities to a Third Party, in a single transaction or series of related transactions, then, at least fifteen (15) days prior to any such Transfer, such Holder shall provide to the other Holders a notice (a "Tag-Along Notice") delivered in accordance with Section 7(a) hereof explaining the terms of such Transfer and identifying the name and address of the Third Party. If such notice is sent, then, upon the written request of any such other Holder made within ten (10) days after the day the Tag-Along Notice is received by such other Holder, the Holder proposing to make the Transfer shall cause the Third Party to purchase from such other Holder a number of Securities equal to (i) a fraction (expressed as a percentage) equal to (A) the total number of Securities held by such other Holder divided by (ii) the total number of outstanding Securities of the Company, multiplied by (B) the total number of Securities proposed to be Transferred to such Third Party. Such purchase shall be made on the same date and at the same price and on terms and conditions at least as favorable to such other Holder as the terms and conditions contained in the Tag-Along Notice delivered in connection with such proposed transaction; provided that no Direct Purchaser shall be required to provide a Tag Along Notice or otherwise comply with this provision if (i) such Direct Purchaser is Transferring Securities in connection with a Transfer of Notes or other debt of the Company or TransContinental or any of their respective subsidiaries or Affiliates and (ii) the aggregate amount received by such Direct Purchaser for such Securities and Notes or other debt does not exceed 115% of the principal amount of such Notes or other debt. This Section 3 (a) shall not apply to the Voting Preferred Shares so long as such shares shall remain outstanding.

Tag Along and Drag Along. (a) Tag-Along. Prior If, at any time (i) after the Repurchase Date or (ii) so long as a Preferred Stock Trigger Event relating to an Initial Public Offeringa breach of Section 4(a) of this Agreement or Section 4(c) of the TCR Holding Stockholders Agreement has occurred and is continuing, if any Holder TCR Holding proposes to Transfer more than two percent (2%) of the total number of outstanding Securities any Common Shares to a Third Party, in a single transaction or series of related transactions, then, at least fifteen (15) days prior to any such Transfer, such Holder TCR Holding shall provide to the other Preferred Holders a notice (a "Tag-Along Notice") delivered in accordance with Section 7(a) hereof explaining the terms of such Transfer and identifying the name and address of the Third Party. If such notice is sent, then, upon the written request of any such other Preferred Holder made within ten (10) days after the day the Tag-Along Notice is received by such other Preferred Holder, the Holder proposing to make the Transfer TCR Holding shall cause the Third Party to purchase from such other Preferred Holder a number of Securities Common Shares equal to (i) a fraction (expressed as a percentage) equal to (A) the total number of Securities Common Shares issuable upon conversion of the Preferred Shares held by such other Preferred Holder divided by (B) the total number of Common Shares (on a fully diluted basis) of the Company, multiplied by (ii) the total number of outstanding Securities of the Company, multiplied by (B) the total number of Securities Common Shares proposed to be Transferred to such Third Party. Such purchase shall be made on the same date and at the same price and on terms and conditions at least as favorable to such other Preferred Holder as the terms and conditions contained in the Tag-Along Notice delivered in connection with such proposed transaction; provided that no Direct Purchaser shall be required to provide a Tag Along Notice or otherwise comply with this provision if (i) such Direct Purchaser is Transferring Securities in connection with a Transfer of Notes or other debt of the Company or TransContinental or any of their respective subsidiaries or Affiliates and (ii) the aggregate amount received by such Direct Purchaser for such Securities and Notes or other debt does not exceed 115% of the principal amount of such Notes or other debt. This Section 3 (a) shall not apply to the Voting Preferred Shares so long as such shares shall remain outstanding.