Common use of The Drag Clause in Contracts

The Drag. Along Members shall be given written notice stating that the Selling Members are exercising their rights under this Section 9.03 and setting forth the total consideration to be paid by the Purchaser, and the other terms and conditions of the proposed purchase by the Purchaser. Simultaneously with or reasonably promptly after receipt of such notice, the Drag-Along Members will be provided with such documents reasonably necessary to transfer the Interests of the Drag-Along Members to the Purchaser (the "Transfer Documents"). Within ten (10) calendar days following the delivery of the Transfer Documents, the Drag-Along Members shall deliver to the Selling Members the Transfer Documents duly executed, together with all other documents required to be executed in connection with the proposed purchase. In the event that the Drag-Along Members have failed to deliver the Transfer Documents to the Selling Members as required by the foregoing sentence, the Company shall cause its books and records to show that the Purchaser, upon payment of the consideration, has succeeded to the appropriate portion of the Capital Accounts and Interests of the Drag-Along Members in the Company.