Common use of Tag Clause in Contracts

Tag. Along Subject to customary exceptions for transfers to affiliates, the shareholders of NewCo shall have customary rights to participate in any transfer by other holders of a majority of the NewCo Equity in a single or series of related transactions. Drag-Along The holders of a majority of the NewCo Equity shall together have the right to drag all other shareholders into a Permitted Sale, provided that: (i) such transaction implies a minimum valuation to be agreed; and (ii) shareholders may (but are not required to) decline to receive compensation in connection with the Permitted Sale in excess of amounts that would trigger disclosure or other obligations under listing rules applicable to themselves or their Affiliates. Should a shareholder of NewCo elect to limit the amount of compensation it receives in connection with a Permitted Sale, the amounts which it has declined to receive shall be distributed to other shareholders of NewCo on a pro rata basis. Pre-emptive Rights If NewCo or any member of the Target Group intends to issue any equity securities, it will first offer such equity securities to its shareholders on a pro rata basis subject to an agreed procedure (including customary overallotment rights) and customary exceptions (including, but not limited to, issuances in respect of the EIP and any other approved incentive plan). Information rights Prior to a qualified IPO, management accounts, periodic and annual unaudited and audited financial statements and board information will be provided by NewCo in addition to other information to be agreed and shareholders of NewCo may request and receive such information from NewCo. Employee Incentive Plan The Restructuring will provide for an employee incentive plan (the “EIP”) that provides for the issuance of shares of NewCo or a transfer of shares of NewCo to a special purpose vehicle for the benefit of the participants in the EIP. The participants in, and allocation of equity for, the EIP, and the terms and conditions of such options and/or equity compensation granted pursuant to the EIP, will be determined by the Board in consultation with the general managers of CFGI.