Common use of The Right Clause in Contracts

The Right. If the Class D Shareholders propose to sell 80% of the issued and outstanding shares of Class D common stock to a Prospective Purchaser (a "Class D Drag-Along Sale") then the Class D Shareholders shall have the right (the "Drag-Along Right") to compel the GEI Investors and any Permitted Transferees of the GEI Investors (the "Drag-Along Shareholders") to sell (1) the number of Common Shares owned by such Drag-Along Shareholder multiplied by a fraction, the numerator of which is the total number of Common Shares proposed to be sold by the Class D Shareholders and the denominator of which is the total number of Common Shares then owned by such Class D Shareholders to the Prospective Purchaser for such consideration per share and on the same terms and subject to the same conditions as the Class D Shareholders are able to obtain and (2) all of the Preferred Shares owned by such Drag-Along Shareholder to the Prospective Purchaser for cash consideration per Preferred Share equal to the greater of only (A) the Offer Price (as defined in the Preferred Statement) that would be required to be paid to the holders of Preferred Shares on such date pursuant to a Put Offer (as defined in the Preferred Statement) conducted on the date of the sale to the Prospective Purchaser, as if such sale constituted a Change of Control (as defined in the Preferred Statement), together with accrued but unpaid dividends, if any, including any Participating Dividends (as defined in the Preferred Statement), or (B) the aggregate amount per Preferred Share which such holder would have been paid if such holder had held the maximum number of Conversion Shares (as defined in the Preferred Statement) acquirable upon the complete conversion of such holder's Preferred Shares pursuant to Section 6.1 of the Preferred Statement immediately before the sale to the Prospective Purchaser; provided, that the Class D Shareholders shall provide the Drag-Along Shareholders the right to convert their Preferred Shares prior to such sale to a Prospective Purchaser, in which case the sale will be subject to the provisions of clause (1) of this Section 6(a). The Class D Shareholders shall exercise the Drag-Along Right by giving written notice (the "Drag-Along Notice") to the Company and the Drag-Along Shareholders stating (i) that they propose to effect such transaction, (ii) the name and address of the Prospective Purchaser, (iii) the proposed purchase price per share and other terms and conditions of the proposed sale, (iv) that all the Shareholders shall be obligated to sell their Common Shares upon the same terms and subject to the same conditions (subject to applicable law) and (v) that all of the Preferred Shares of any Drag-Along Shareholders will be purchased in accordance with this Section 6(a).

The Right. If If, at any time after the Class D Shareholders propose to sell 80% of the issued and outstanding Closing Date, IMMERSION shall offer any shares of Class D common capital stock to a Prospective Purchaser of IMMERSION or any security exercisable for or convertible into such capital stock (a "Class D Drag-Along SaleCapital Stock") then (other than a sale or issuance within the Class D Shareholders meaning of Section 2.1((d)) ("Limitation")) in a transaction not registered under the Securities Act in reliance upon a claimed exemption thereunder, IMMERSION shall have give both Intel and the right Primary Purchaser (the "Drag-Along RightPrimary Preferred Holders") to compel the GEI Investors and any Permitted Transferees of the GEI Investors (the "Drag-Along Shareholders") to sell (1) the number of Common Shares owned by such Drag-Along Shareholder multiplied by a fraction, the numerator of which is the total number of Common Shares proposed to be sold by the Class D Shareholders and the denominator of which is the total number of Common Shares then owned by such Class D Shareholders to the Prospective Purchaser for such consideration per share and on the same terms and subject to the same conditions as the Class D Shareholders are able to obtain and (2) all of the Preferred Shares owned by such Drag-Along Shareholder to the Prospective Purchaser for cash consideration per Preferred Share equal to the greater of only (A) the Offer Price (as defined in the Preferred Statement) that would be required to be paid to the holders of Preferred Shares on such date pursuant to a Put Offer (as defined in the Preferred Statement) conducted on the date of the sale to the Prospective Purchaser, as if such sale constituted a Change of Control (as defined in the Preferred Statement), together with accrued but unpaid dividends, if any, including any Participating Dividends (as defined in the Preferred Statement), or (B) the aggregate amount per Preferred Share which such holder would have been paid if such holder had held the maximum number of Conversion Shares (as defined in the Preferred Statement) acquirable upon the complete conversion of such holder's Preferred Shares pursuant to Section 6.1 of the Preferred Statement immediately before the sale to the Prospective Purchaser; provided, that the Class D Shareholders shall provide the Drag-Along Shareholders the right to convert their Preferred Shares prior to such sale to a Prospective Purchaser, in which case the sale will be subject to the provisions of clause (1) of this Section 6(a). The Class D Shareholders shall exercise the Drag-Along Right by giving written notice (the "Drag-Along NoticeNotice of Issuance") of IMMERSION's intention to sell and issue such Capital Stock, setting forth the Company proposed price, quantity and other material terms and conditions under which IMMERSION proposes to make such sale (the Drag-Along Shareholders stating date such notice is delivered to Primary Preferred Holders is hereinafter referred to as the "Notice Date"). Prior to any sale or issuance by IMMERSION of any Capital Stock, each Primary Preferred Holder shall have the right to purchase a portion of such Capital Stock on terms which, subject to this Section 2.1 ("Right of First Offer"), are the same to each Primary Preferred Holder as the terms on which IMMERSION is willing and proposes to sell such Capital Stock to other prospective investors. Each Primary Preferred Holder shall have fifteen (15) days after the Notice Date to notify IMMERSION in writing that it elects to purchase some or all of such Primary Preferred Holder's Pro Rata Share (as hereinafter defined) of the Capital Stock so offered. A Primary Preferred Holder's Pro Rata Share of the Capital Stock so offered shall be determined by (i) that they propose multiplying by the amount of Capital Stock proposed to effect such transaction, be sold or issued by IMMERSION by (ii) a fraction calculated by dividing (A) the name number of shares of Common Stock owned by such Primary Preferred Holder or issued and address issuable upon exercise or conversion of Capital Stock (other than Common Stock) of IMMERSION held by such Primary Preferred Holder as of the Prospective Purchaser, Notice Date by (iiiB) the proposed purchase price per share total number of shares of Common Stock issued and other terms and conditions outstanding or issuable upon exercise or conversion of all outstanding Capital Stock as of the proposed sale, (iv) that all the Shareholders shall be obligated to sell their Common Shares upon the same terms and subject to the same conditions (subject to applicable law) and (v) that all of the Preferred Shares of any Drag-Along Shareholders will be purchased in accordance with this Section 6(a)Notice Date.

The Right. If the Class D Shareholders propose at any time an Employee Holder proposes to sell 80% of the issued and outstanding any shares of Class D common stock Equity Securities to any third party in a Prospective Purchaser transaction (the "Transaction") and the Company and the Holders as a group do not exercise their respective rights of refusal as to the Offered Shares pursuant to Section 3.1, then each Holder (a "Class D Drag-Along Sale"Selling Holder" for purposes of this subsection 3.2) then which notifies the Class D Shareholders Employee Holder in writing within twenty (20) days after receipt of the Transfer Notice referred to in Section 3.1(a), shall have the right (opportunity to sell a pro rata portion of Equity Securities which the Employee Holder proposes to sell to such third party in the Transaction. In such instance, the Employee Holder shall assign so much of his interest in the proposed agreement of sale as the Selling Holder shall be entitled to and shall request hereunder, and the Selling Holder shall assume such part of the obligations of the Employee Holder under such agreement as shall relate to the sale of the securities by the Selling Holder. For the purposes of this Section 3.2, the "Drag-Along Right"pro rata portion" which the Selling Holder shall be entitled to sell shall be an amount of Equity Securities (assuming the exercise and conversion of all such securities to Common Stock) equal to compel the GEI Investors and any Permitted Transferees a fraction of the GEI Investors total amount of Equity Securities (assuming the "Drag-Along Shareholders"exercise and conversion of all such securities to Common Stock) proposed to sell (1) be sold. The numerator of such fraction shall be the number of Equity Securities (assuming the exercise and conversion of all such securities to Common Shares Stock) owned by such Drag-Along Shareholder multiplied by a fraction, Selling Holder (exclusive of the numerator options referenced in clause (i) of which is Section 2(d)) and the denominator shall be the total number of Equity Securities (assuming the exercise and conversion of all such securities to Common Stock) owned by all participating Selling Holders and the Employee Holder. Each Selling Holder shall notify the Employee Holder whether it elects to sell an amount equal to, more than or less than its pro rata share of the Equity Securities so offered. Each Holder shall have a right of overallotment such that if any other Holder fails to exercise its co-sale right to sell its pro rata portion of the Offered Shares, the participating Holders may exercise an additional right to sell, on a pro rata basis, the Offered Shares proposed not previously sold by so notifying the Employee Holder in writing. Each Selling Holder shall be entitled to apportion Equity Securities to be sold by among its partners and affiliates, provided that such Selling Holder notifies the Class D Shareholders and the denominator of which is the total number of Common Shares then owned by such Class D Shareholders to the Prospective Purchaser for such consideration per share and on the same terms and subject to the same conditions as the Class D Shareholders are able to obtain and (2) all of the Preferred Shares owned by such Drag-Along Shareholder to the Prospective Purchaser for cash consideration per Preferred Share equal to the greater of only (A) the Offer Price (as defined in the Preferred Statement) that would be required to be paid to the holders of Preferred Shares on such date pursuant to a Put Offer (as defined in the Preferred Statement) conducted on the date of the sale to the Prospective Purchaser, as if such sale constituted a Change of Control (as defined in the Preferred Statement), together with accrued but unpaid dividends, if any, including any Participating Dividends (as defined in the Preferred Statement), or (B) the aggregate amount per Preferred Share which such holder would have been paid if such holder had held the maximum number of Conversion Shares (as defined in the Preferred Statement) acquirable upon the complete conversion Employee Holder of such holder's Preferred Shares pursuant to Section 6.1 of the Preferred Statement immediately before the sale to the Prospective Purchaser; provided, that the Class D Shareholders shall provide the Drag-Along Shareholders the right to convert their Preferred Shares prior to such sale to a Prospective Purchaser, in which case the sale will be subject to the provisions of clause (1) of this Section 6(a). The Class D Shareholders shall exercise the Drag-Along Right by giving written notice (the "Drag-Along Notice") to the Company and the Drag-Along Shareholders stating (i) that they propose to effect such transaction, (ii) the name and address of the Prospective Purchaser, (iii) the proposed purchase price per share and other terms and conditions of the proposed sale, (iv) that all the Shareholders shall be obligated to sell their Common Shares upon the same terms and subject to the same conditions (subject to applicable law) and (v) that all of the Preferred Shares of any Drag-Along Shareholders will be purchased in accordance with this Section 6(a)allocation.

The Right. If at any time a Selling Stockholder proposes to --------- sell any shares of Stock to any third party in a transaction involving the Class D Shareholders propose to sell 80% sale of more than five percent (5%) of the issued and then-outstanding shares of Class D common stock to a Prospective Purchaser Common Stock determined on an as-converted basis (a "Class D DragCo-Along SaleSale Transaction"), then the Sale Notice required by Section 2 shall be delivered to all Stockholders. In the event that, after giving effect to all purchases of such Stock by the Company and the Purchaser Holders pursuant to Section 2, the amount of Stock to be sold to such third party continues to represent at least five percent (5%) of the then- outstanding Common Stock on an as-converted basis, then each Stockholder which notifies the Selling Stockholder in writing within 30 days following receipt of the Sale Notice (a "Co-Seller") then the Class D Shareholders shall have the opportunity to sell a pro rata portion of the remaining Stock which the Selling Stockholder proposes to sell to such third party in the Co-Sale Transaction. In the event a Co-Seller exercises its right (of co-sale hereunder, the Selling Stockholder shall assign so much of his interest in the proposed agreement of sale as the Co-Seller shall be entitled to and shall request hereunder, and the Co-Seller shall assume such part of the obligations of the Selling Stockholder under such agreement as shall relate to the sale of the securities by the Co-Seller. For the purposes of this Section 4, the "Dragpro rata portion" which each Co-Along Right") Seller shall be entitled to compel the GEI Investors and any Permitted Transferees sell shall be an amount of Stock equal to a fraction of the GEI Investors total amount of Stock proposed to be sold to such third party (the "Drag-Along Shareholders") after giving effect to sell (1) the number of Common Shares owned by such Drag-Along Shareholder multiplied by a fractionall purchases pursuant to Section 2), the numerator of which is shall be the total number of Common Shares proposed to be sold shares of Stock owned by the Class D Shareholders such Co-Seller and the denominator of which is shall be the total number of Common Shares shares of Stock then owned held by such Class D Shareholders the Selling Stockholder and all Co- Sellers (giving effect in each case to the Prospective Purchaser for such consideration per share and on conversion of all Preferred Shares into Common Stock). Insofar as possible this right of co-sale shall apply to Stock of the same terms and class or classes as the Stock subject to the Sale Notice. If any Person desiring to exercise its rights of co-sale hereunder does not have a sufficient amount of Stock of the same conditions class as the Class D Shareholders are able to obtain and (2) all of the Preferred Shares owned by such Drag-Along Shareholder Stock subject to the Prospective Purchaser for cash consideration per Preferred Share equal Sale Notice, such Person may substitute Stock of another class so long as such class ranks senior in liquidation to the greater class of only (A) the Offer Price (as defined in the Preferred Statement) that would be required to be paid Stock subject to the holders Sale Notice. In the event the proposed Transfer is of Common Stock and a Person wishing to exercise its rights of co-sale hereunder does not have sufficient shares of Common Stock, but has Preferred Shares, such Person may convert a sufficient number of Preferred Shares on such date pursuant to a Put Offer (as defined in the Preferred Statement) conducted on the date of the sale to the Prospective Purchaser, as if such sale constituted a Change of Control (as defined in the Preferred Statement), together with accrued but unpaid dividends, if any, including any Participating Dividends (as defined in the Preferred Statement), or (B) the aggregate amount per Preferred Share which such holder would have been paid if such holder had held the maximum number of Conversion Shares (as defined in the Preferred Statement) acquirable upon the complete conversion of such holder's Preferred Shares pursuant to Section 6.1 of the Preferred Statement immediately before the sale to the Prospective Purchaser; provided, that the Class D Shareholders shall provide the Drag-Along Shareholders the right to convert their Preferred Shares prior to such sale to a Prospective Purchaser, in which case the sale will be subject to the provisions of clause (1) of this Section 6(a). The Class D Shareholders shall exercise the Drag-Along Right by giving written notice (the "Drag-Along Notice") to the Company and the Drag-Along Shareholders stating (i) that they propose to effect such transaction, (ii) the name and address of the Prospective Purchaser, (iii) the proposed purchase price per share and other terms and conditions of the proposed sale, (iv) that all the Shareholders shall be obligated to sell their into Common Shares upon the same terms and subject to the same conditions (subject to applicable law) and (v) that all of the Preferred Shares of any Drag-Along Shareholders will be purchased Stock in accordance with this Section 6(a)the procedures set forth in the Certificate of Incorporation, as amended.