Common use of Bring-Along Rights Clause in Contracts

Bring-Along Rights. (a) Except pursuant to, or following the consummation of, an IPO, if any shareholder or group of shareholders of the Company holding more than the Designated Percentage of the issued and outstanding Shares of the Company (the “Selling Shareholders”) intend to effect a Transfer of all of such Selling Shareholders’ Shares to any Person (a “Bring-Along Buyer”), the Selling Shareholders shall have the right (the “Bring-Along Right”) to require the Participant (in such capacity, the “Bring-Along Shareholder”) to Transfer all of the Shares owned by the Participant to the Bring-Along Buyer (a “Bring-Along Disposition Transaction”). If the Selling Shareholders elect to exercise their Bring-Along Right, the Selling Shareholders shall deliver written notice (a “Bring-Along Notice”) to the Participant, which notice shall state (i) that the Selling Shareholders wish to exercise their Bring-Along Right with respect to such Transfer, (ii) the name and address of the Bring-Along Buyer, (iii) the amount and form of consideration the Selling Shareholders propose to receive for their Shares (and if such consideration consists in part or in whole of property other than cash, the Selling Shareholders will provide such information, to the extent reasonably available to such Selling Shareholders, relating to such non-cash consideration as each Bring-Along Shareholder may reasonably request in order to evaluate such non-cash consideration), (iv) the terms and conditions of payment of such consideration and all other material terms and conditions of such Transfer and (v) the anticipated time and place of the closing of such Transfer (a “Bring-Along Transaction Closing”). If such Bring-Along Transaction Closing does not occur prior to the expiration of the later of (x) 75 days following the delivery of such Bring-Along Notice, which 75 day period shall be extended until all necessary consents from applicable Governmental Authorities to the proposed sale have been received (but in no event more than 90 days after the expiration of such 75 day period) and (y) the date which is 15 days following the final determination of the Bring-Along Contingent Acquisition Price Adjustment pursuant to Section 2.4(f) of the Primary Shareholders Agreement, the Participant shall be released from its obligations under this Section 2.3 with respect to such Bring-Along Notice. The Selling Shareholders shall also furnish to the Participant copies of all transaction documents relating to the Bring-Along Disposition promptly as the same become available and such additional information in the Selling Shareholders’ possession relating to the Bring-Along Disposition Transaction as the Participant may reasonably request.

Bring-Along Rights. (a) Except pursuant toIf the Company or any of its stockholders receives from a person or entity which is not an parent or subsidiary of, or following under common control with, the consummation ofCompany, an IPO, if any shareholder or group of shareholders of the Company holding more than the Designated Percentage offer to purchase (a "Bring-Along Sale") at least 50% of the issued and outstanding Shares shares of the Company's common stock, the Company or stockholders owning a minimum of a majority of the issued and outstanding common stock of the Company (the “Selling Shareholders”) intend to effect a Transfer of all of such Selling Shareholders’ Shares to any Person (a “Bring-Along Buyer”), the Selling Shareholders shall have the right (the “"Bring-Along Right”") to require the Participant (in such capacity, the “Bring-Along Shareholder”) to Transfer all of the Shares owned by the Participant to the Bring-Along Buyer (deliver a “Bring-Along Disposition Transaction”). If the Selling Shareholders elect to exercise their Bring-Along Right, the Selling Shareholders shall deliver written notice (a “"Bring-Along Notice”") to the Participant, which notice shall state Participant specifying the percentage (i) that the Selling Shareholders wish to exercise their "Bring-Along Right with respect Percentage") of the issued and outstanding shares of common stock proposed to be subject to such Transfertransaction, (ii) the name and address of the proposed parties to such transaction, the consideration payable in connection therewith and the number of shares of Restricted Stock which corresponds to the Bring-Along Buyer, Percentage (iii) the amount and form of consideration the Selling Shareholders propose to receive for their Shares (and "Sale Shares"). The Participant agrees that if such consideration consists in part or in whole of property other than cash, the Selling Shareholders will provide such information, to the extent reasonably available to such Selling Shareholders, relating to such non-cash consideration as each a Bring-Along Shareholder may reasonably request Notice is sent to him/her, the Participant shall at the same time as the other stockholders sell their shares, sell a percentage of the number of shares of Restricted Stock then held by the Participant (whether or not vested) upon terms and conditions which, in order the aggregate, are no less favorable to evaluate such non-cash consideration), (iv) the Participant than the terms and conditions applicable to the sale of payment shares of such consideration and all common stock by the other material terms and conditions of such Transfer and (v) stockholders in the anticipated time and place of the closing of such Transfer (a “Bring-Along Transaction Closing”)Sale. If such The consideration shall be in the same form and the same proportion as that applicable to the sale of shares of common stock by the other stockholders in the Bring-Along Transaction Closing does not occur prior Sale. The Participant will use his/her best efforts to cooperate in any such transaction and will take all necessary and desirable actions in connection with the expiration of Bring-Along Sale as are requested by the later of (x) 75 days following Company or the delivery of such stockholders who delivered the Bring-Along Notice, which 75 day period shall be extended until all necessary consents from applicable Governmental Authorities to including, without limitation, entering into agreements required by the proposed sale have been received (but purchaser in no event more than 90 days after the expiration of such 75 day period) and (y) the date which is 15 days following the final determination of the Bring-Along Contingent Acquisition Price Adjustment pursuant Sale so long as such agreements are similar to Section 2.4(f) of those entered into by the Primary Shareholders Agreement, the Participant shall be released from its obligations under this Section 2.3 with respect to such Bring-Along Noticeother stockholders. The Selling Shareholders Company and its stockholders shall also furnish have no liability to the Participant copies of all if the transaction documents relating referred to in the Bring-Along Disposition promptly as Notice fails to occur for any reason. Vested shares of Restricted Stock shall be the same become available first shares of Restricted Stock sold in any Bring-Along Sale. Any shares of Restricted Stock to which the Company's rights under this Section 8 are not exercised will remain subject to all other terms and such additional information in conditions of this Agreement, including the Selling Shareholders’ possession relating continuation of the Company's and majority stockholders' right to exercise the Bring-Along Disposition Transaction as the Participant may reasonably requestRight.

Bring-Along Rights. (a) Except pursuant toIf a Principal Stockholder at any time, or following the consummation offrom time to time, an IPO, if any shareholder proposes to Transfer Restricted Shares to one or group of shareholders more persons that are not Affiliates of the Company holding more than Principal Stockholders (a “Third Party Purchaser”), then such Principal Stockholder shall have the Designated Percentage of the issued and outstanding Shares of the Company (the “Selling Shareholders”) intend to effect a Transfer of all of such Selling Shareholders’ Shares to any Person right (a “Bring-Along BuyerRight”), but not the Selling Shareholders shall have obligation, to require each of the right Other Stockholders, the Management Stockholder and each of their respective successors and assigns through Transfers permitted hereunder or otherwise (each a “Required Seller” and collectively, the “Required Sellers”) to tender for purchase to the Third Party Purchaser, on the same terms and conditions as apply to Principal Stockholders, a number of Restricted Shares that, in the aggregate, equals the lesser of (A) the number derived by multiplying (1) the total number of Restricted Shares of such class owned by such Required Sellers; by (2) a fraction, the numerator of which is the total number of Restricted Shares of such class to be sold by Principal Stockholders in connection with the transaction or series of related transactions and the denominator of which is the total number of the then outstanding Restricted Shares held by Principal Stockholders; or (B) the number of Restricted Shares of such class as a Principal Stockholder shall designate in the Bring-Along Right”) to require Notice (as defined below). Notwithstanding the Participant (in such capacityforegoing, the “Bring-Along Shareholder”) to Transfer all obligation of the Shares owned by the Participant Required Sellers with respect to the Bring-Along Buyer (a “Bring-Along Disposition Transaction”). If the Selling Shareholders elect to exercise their Bring-Along Right, the Selling Shareholders shall deliver written notice (a “Bring-Along Notice”) Rights are subject to the Participant, which notice shall state satisfaction of the following conditions: (i) all holders of a class of securities receive the same consideration per share, and to the extent that any such holder is provided an election as to the Selling Shareholders wish form or type of consideration to exercise their Bring-Along Right be received, all holders of such class of security are provided the same election, (ii) none of the Required Sellers shall be required to make any representations or warranties with respect to the Principal Stockholders or any other Required Seller; provided, however, that this clause (ii) shall not be deemed to prohibit the Required Sellers from being responsible (through indemnification provisions or otherwise) for any representations, warranties and agreements made on behalf of the Company so long as the conditions contained in clauses (iv) and (v) below are satisfied, (iii) none of the Required Sellers shall be required to make any representations or warranties with respect to such Transfer, (ii) Required Seller beyond its power and authority to sell the name Restricted Securities owned by such Required Seller and address of the Bring-Along Buyer, (iii) the amount and form of consideration the Selling Shareholders propose to receive for their Shares (and if such consideration consists in part or in whole of property other than cash, the Selling Shareholders will provide such information, its title to the extent reasonably available to Restricted Securities owned by such Selling Shareholders, relating to such non-cash consideration as each Bring-Along Shareholder may reasonably request in order to evaluate such non-cash consideration)Required Seller, (iv) none of the terms and conditions Required Sellers shall have any indemnification obligation with respect to any class of payment securities sold in such transaction which is disproportionate with the indemnity obligations of such consideration and all other material terms and conditions of such Transfer Principal Stockholders, and (v) the anticipated time and place none of the closing of such Transfer (a “Bring-Along Transaction Closing”). If such Bring-Along Transaction Closing does not occur prior Required Sellers shall have any indemnification obligation with the respect to the expiration any representations, warranties and agreements made on behalf of the later of (x) 75 days following the delivery of such Bring-Along Notice, which 75 day period shall be extended until all necessary consents from applicable Governmental Authorities to the proposed sale have been received (but Company in no event more than 90 days after the expiration of such 75 day period) and (y) the date which is 15 days following the final determination excess of the Bring-Along Contingent Acquisition Price Adjustment pursuant to Section 2.4(f) of the Primary Shareholders Agreement, the Participant shall be released from its obligations under this Section 2.3 with respect to net proceeds received by such Bring-Along Notice. The Selling Shareholders shall also furnish to the Participant copies of all transaction documents relating to the Bring-Along Disposition promptly as the same become available and Required Seller in such additional information in the Selling Shareholders’ possession relating to the Bring-Along Disposition Transaction as the Participant may reasonably requesttransaction.

Bring-Along Rights. (a) Except pursuant toIf TCC, Txxxxx, TCC2 and/or TCC3 (a "Proposing Stockholder") shall propose a Transfer (in a business combination or following otherwise) of more than fifty percent (50%) of the aggregate of the Paid-In Shares in a bona fide arm's length transaction (a "Bring Along Sale") with a party who is not an Affiliate of such Proposing Stockholder, the Proposing Stockholder(s), at its option, may require that (i) each other Stockholder sell or exchange a Like Percentage of its Paid-In Shares in the same transaction at the same price and on the same terms and conditions as applicable to the Proposing Stockholder(s), and (ii) if Stockholder approval of the transaction is required, then each Stockholder shall vote its shares of Company Stock in favor thereof. Each Stockholder covenants and agrees that it shall vote for, consent to and raise no objections against the Bring Along Sale (and shall waive any rights of appraisal) and shall fully cooperate with and take all necessary and desirable actions in connection with the consummation ofof such Bring Along Sale, an IPOincluding without limitation executing and delivering (A) a purchase and sale agreement in the form to be entered into by the Proposing Stockholder(s), if any shareholder (B) instruments of conveyance and transfer and (C) such other documents as the Proposing Stockholder(s) or group of shareholders the buyer(s) may reasonably require to consummate the Bring Along Sale. The obligations of the Company holding more than other Stockholders with respect to any Bring Along Sale are subject to the Designated Percentage conditions that upon consummation of the issued and outstanding Shares of the Company (the “Selling Shareholders”) intend to effect a Transfer of all of such Selling Shareholders’ Shares to any Person (a “Bring-Bring Along Buyer”)Sale, the Selling Shareholders shall have the right (the “Bring-Along Right”) to require the Participant (in such capacity, the “Bring-Along Shareholder”) to Transfer all of the Shares owned by holders of Common Stock will receive the Participant same form and amount of consideration per share of Common Stock, all of the holders of the same series of Preferred Stock will receive the same form and amount of consideration per share of such series of Preferred Stock, and if any holder of Common Stock or any series of Preferred Stock is given an option as to the Bring-Along Buyer (a “Bring-Along Disposition Transaction”). If the Selling Shareholders elect to exercise their Bring-Along Right, the Selling Shareholders shall deliver written notice (a “Bring-Along Notice”) to the Participant, which notice shall state (i) that the Selling Shareholders wish to exercise their Bring-Along Right with respect to such Transfer, (ii) the name form and address of the Bring-Along Buyer, (iii) the amount and form of consideration the Selling Shareholders propose to receive for their Shares (and if such consideration consists in part or in whole of property other than cashbe received, the Selling Shareholders will provide such information, to the extent reasonably available to such Selling Shareholders, relating to such non-cash consideration as each Bring-Along Shareholder may reasonably request in order to evaluate such non-cash consideration), (iv) the terms and conditions of payment all holders of such consideration and all other material terms and conditions of such Transfer and (v) the anticipated time and place of the closing of such Transfer (a “Bring-Along Transaction Closing”). If such Bring-Along Transaction Closing does not occur prior to the expiration of the later of (x) 75 days following the delivery of such Bring-Along Notice, which 75 day period shall stock will be extended until all necessary consents from applicable Governmental Authorities to the proposed sale have been received (but in no event more than 90 days after the expiration of such 75 day period) and (y) the date which is 15 days following the final determination of the Bring-Along Contingent Acquisition Price Adjustment pursuant to Section 2.4(f) of the Primary Shareholders Agreement, the Participant shall be released from its obligations under this Section 2.3 with respect to such Bring-Along Notice. The Selling Shareholders shall also furnish to the Participant copies of all transaction documents relating to the Bring-Along Disposition promptly as given the same become available and such additional information in the Selling Shareholders’ possession relating to the Bring-Along Disposition Transaction as the Participant may reasonably requestoption.

Bring-Along Rights. (a) Except pursuant to, or following the consummation of, an IPO, if any shareholder Shareholder or group of shareholders of the Company Shareholders holding more than the Designated Percentage of the issued and outstanding Shares of the Company (the “Selling Shareholders”) intend to effect a Transfer of all of such Selling Shareholders’ Shares to any a Person that is not a Permitted Transferee (a “Bring-Along Buyer”), the Selling Shareholders shall have the right (the “Bring-Along Right”) to require the Participant each other Shareholder (in such capacitycollectively, the “Bring-Along ShareholderShareholders”) to Transfer all of the Shares owned by the Participant each such Bring-Along Shareholder to the Bring-Along Buyer (a “Bring-Along Disposition Transaction”). If the Selling Shareholders elect to exercise their Bring-Along Right, the Selling Shareholders shall deliver written notice (a “Bring-Along Notice”) to the ParticipantCompany and the Bring-Along Shareholders, which notice shall state (i) that the Selling Shareholders wish to exercise their Bring-Along Right with respect to such Transfer, (ii) the name and address of the Bring-Along Buyer, (iii) the amount and form of consideration the Selling Shareholders propose to receive for their Shares (and if such consideration consists in part or in whole of property other than cash, the Selling Shareholders will provide such information, to the extent reasonably available to such Selling Shareholders, relating to such non-cash consideration as each Bring-Along Shareholder may reasonably request in order to evaluate such non-cash consideration), (iv) the terms and conditions of payment of such consideration and all other material terms and conditions of such Transfer and (v) the anticipated time and place of the closing of such Transfer (a “Bring-Along Transaction Closing”). If such Bring-Along Transaction Closing does not occur prior to the expiration of the later of (x) 75 days following the delivery of such Bring-Along Notice, which 75 day period shall be extended until all necessary consents from applicable Governmental Authorities to the proposed sale have been received (but in no event more than 90 days after the expiration of such 75 day period) and (y) the date which is 15 days following the final determination of the Bring-Along Contingent Acquisition Price Adjustment pursuant to Section 2.4(f) of the Primary Shareholders Agreement), the Participant Bring-Along Shareholders shall be released from its their obligations under this Section 2.3 2.4 with respect to such Bring-Along Notice. The Selling Shareholders shall also furnish to the Participant Bring-Along Shareholders copies of all transaction documents relating to the Bring-Along Disposition promptly as the same become available and such additional information in the Selling Shareholders’ possession relating to the Bring-Along Disposition Transaction as the Participant such Bring-Along Shareholders may reasonably request.

Bring-Along Rights. (a) Except pursuant toIn the event that the holders of all of the Class A Preferred Stock and Class A Common Stock and the LL Entities elect (the "Proposing Stockholders") to sell (the "Proposed Bring Along Sale") all of their shares to an unrelated third party (the "Buyer") on an arms-length basis, then all other holders of Equity Securities (collectively, the "Remaining Stockholders"), shall be required, if so required by the Proposing Stockholders, to sell all of their Equity Securities in the Company to the Buyer at the same price and upon the same terms and conditions as the Proposing Stockholders. Thirty (30) days prior to the date set by the Proposing Stockholders as the date for the Proposed Bring Along Sale, the Proposing Stockholders shall notify, or following the consummation of, an IPO, if any shareholder or group of shareholders of the Company holding more than the Designated Percentage of the issued and outstanding Shares of cause to be notified through the Company (which will undertake such notification at no charge), each of the “Selling Shareholders”) intend to effect a Transfer of all Remaining Stockholders in writing of such Selling Shareholders’ Shares to any Person (a “Bring-Along Buyer”), the Selling Shareholders shall have the right offer. The notice (the “Bring-Along Right”) to require the Participant (in such capacity, the “Bring-Along Shareholder”) to Transfer all of the Shares owned by the Participant to the Bring-Along Buyer (a “Bring-Along Disposition Transaction”). If the Selling Shareholders elect to exercise their Bring-Along Right, the Selling Shareholders shall deliver written notice (a “Bring-"Bring Along Notice”") to the Participant, which notice shall state set forth: (i) that the Selling Shareholders wish to exercise their Bring-Along Right with respect to such Transfer, name of the Buyer; (ii) the name and address of the Bring-Along Buyer, (iii) the proposed amount and form of consideration the Selling Shareholders propose to receive for their Shares (and if such consideration consists in part or in whole of property other than cash, the Selling Shareholders will provide such information, to the extent reasonably available to such Selling Shareholders, relating to such non-cash consideration as each Bring-Along Shareholder may reasonably request in order to evaluate such non-cash consideration), (iv) the terms and conditions offered by the Buyer; and (iii) the proposed closing date for the Proposed Bring Along Sale. Any Remaining Stockholder who disputes the effectiveness of payment a Bring Along Notice shall deliver written notice of such consideration and all other material terms and conditions of such Transfer and (v) the anticipated time and place of the closing of such Transfer (a “Bring-Along Transaction Closing”). If such Bring-Along Transaction Closing does not occur prior dispute to the expiration of the later of (x) 75 Company within 10 days following the delivery date of the Bring Along Notice or any right of such Bring-Remaining Stockholder to dispute a Bring Along Notice, which 75 day period Notice shall be extended until all necessary consents from applicable Governmental Authorities to the proposed sale have been received (but in no event more than 90 days after the expiration of such 75 day period) and (y) the date which is 15 days following the final determination of the Bring-Along Contingent Acquisition Price Adjustment pursuant to Section 2.4(f) of the Primary Shareholders Agreement, the Participant shall be released from its obligations under this Section 2.3 with respect to such Bring-Along Notice. The Selling Shareholders shall also furnish to the Participant copies of all transaction documents relating to the Bring-Along Disposition promptly as the same become available and such additional information in the Selling Shareholders’ possession relating to the Bring-Along Disposition Transaction as the Participant may reasonably requestdeemed waived.

Bring-Along Rights. (a) Except pursuant to, or following In the consummation of, an IPO, if any shareholder or group event that Carnival receives a bona fide offer from a Third Party Purchaser (excluding offers from Affiliates of shareholders Carnival) to purchase (including a purchase by merger) at least a majority of the outstanding New Shares, Carnival may send written notice (a "Buyout Notice") to the Company holding more than and CG notifying CG that it will be required to sell the same percentage of its New Shares in such sale as the Selling Shareholder propose to sell (which percentage shall be specified in such Buyout Notice) (the "Designated Percentage"). (b) Upon receipt of a Buyout Notice, CG shall be obligated: (i) to sell the Designated Percentage of its New Shares in the issued transaction (including a sale or merger) contemplated by the Buyout Notice on the same terms and outstanding Shares conditions as Carnival; (ii) to provide for the payment by CG of the Company (the “Selling Shareholders”) intend to effect a Transfer its pro rata portion of all costs associated with such transaction, in the proportion that the number of such Selling Shareholders’ Shares to any Person (a “Bring-Along Buyer”), the Selling Shareholders shall have the right (the “Bring-Along Right”) to require the Participant (in such capacity, the “Bring-Along Shareholder”) to Transfer all of the New Shares owned by the Participant such Existing Shareholder bears to the Bring-Along Buyer number of outstanding New Shares; and (a “Bring-Along Disposition Transaction”)iii) otherwise to take all necessary action to cause the consummation of such transaction, including voting its New Shares in favor of such transaction and not exercising any appraisal rights in connection therewith. If the Selling Shareholders elect (c) CG further agrees to exercise their Bring-Along Right, the Selling Shareholders shall deliver written notice (a “Bring-Along Notice”) to the Participant, which notice shall state (i) that take all actions (including executing documents) in connection with the Selling Shareholders wish consummation of the proposed transaction as may reasonably be requested of it by Carnival and (ii) appoint Carnival as its attorneys-in-fact to exercise their Bring-Along Right do the same on its behalf. (d) In the event a contract with respect to the transaction contemplated by the Buyout Notice has not been entered into within the 90 Business Days after the date of delivery of the Buyout Notice, the obligations of CG under this Section 7.3 with respect to such TransferBuyout Notice shall terminate, (ii) the name and address of the Bring-Along Buyersubject, (iii) the amount and form of consideration the Selling Shareholders propose to receive for their Shares (and if such consideration consists in part or in whole of property other than cash, the Selling Shareholders will provide such informationhowever, to the extent reasonably available right of Carnival to such Selling Shareholders, relating to such non-cash consideration as each Bring-Along Shareholder may reasonably request in order to evaluate such non-cash consideration), (iv) the terms and conditions of payment of such consideration and all other material terms and conditions of such Transfer and (v) the anticipated time and place of the closing of such Transfer (deliver a “Bring-Along Transaction Closing”). If such Bring-Along Transaction Closing does not occur prior to the expiration of the later of (x) 75 days following the delivery of such Bring-Along further Buyout Notice, which 75 day period shall be extended until all necessary consents from applicable Governmental Authorities to the proposed sale have been received (but in no event more than 90 days after the expiration of such 75 day period) and (y) the date which is 15 days following the final determination of the Bring-Along Contingent Acquisition Price Adjustment pursuant to Section 2.4(f) of the Primary Shareholders Agreement, the Participant shall be released from its obligations under this Section 2.3 with respect to such Bring-Along Notice. The Selling Shareholders shall also furnish to the Participant copies of all transaction documents relating to the Bring-Along Disposition promptly as the same become available and such additional information in the Selling Shareholders’ possession relating to the Bring-Along Disposition Transaction as the Participant may reasonably request.

Bring-Along Rights. (a) Except pursuant toIf, by vote or following written consent, (i) the consummation of, an IPO, if any shareholder or group Board of shareholders Directors and (ii) the holders of at least a majority of the Company holding more than the Designated Percentage then outstanding shares of the issued Series A Preferred Stock and the then outstanding Shares shares of the Company Series B Preferred Stock, voting or consenting together as a single class (the “Selling Shareholders”) intend "Approving Investors"), approve a change of control of the Corporation pursuant to effect a Transfer of which any bona fide unaffiliated third party proposes to acquire all or substantially all of such Selling Shareholders’ Shares to any Person the assets or all or substantially all of the capital stock of the Corporation, whether by purchase, merger, consolidation, share exchange, sale of assets, exclusive license or otherwise (a “Bring-Along Buyer”an "Approved Sale"), the Selling Shareholders Approving Investors shall have the right provide all other Investors who are not Approving Investors and each Original Stockholder (the “Bring-Along Right”) to require the Participant (in such capacitycollectively, the “Bring-Along Shareholder”"Remaining Stockholders") to Transfer all at least ten (10) days advance notice of the Shares owned by the Participant to the Bring-Along Buyer (a “Bring-Along Disposition Transaction”). If the Selling Shareholders elect to exercise their Bring-Along Right, the Selling Shareholders shall deliver written notice (a “Bring-Along Notice”) to the Participantsuch Approved Sale, which notice shall state include a reasonably detailed description of the Approved Sale, including the proposed time and place of closing, the consideration to be received by the Remaining Stockholders, and any other material terms. The Remaining Stockholders shall consent to, vote for and raise no objections to the Approved Sale, and (i) that the Selling Shareholders wish to exercise their Bring-Along Right Remaining Stockholders shall waive any dissenters rights, appraisal rights or similar rights, if any, in connection with respect to such Transfermerger, consolidation or asset sale, or (ii) if the name and address Approved Sale is structured as a sale of the Bring-Along Buyer, (iii) stock of the amount and form of consideration the Selling Shareholders propose to receive for their Shares (and if such consideration consists in part or in whole of property other than cashCorporation, the Selling Shareholders will provide such information, Remaining Stockholders shall agree to the extent reasonably available to such Selling Shareholders, relating to such non-cash consideration as each Bring-Along Shareholder may reasonably request in order to evaluate such non-cash consideration), (iv) sell all of their shares of Capital Stock on the terms and conditions approved by the Approving Investors, provided such terms do not provide that the Remaining Stockholders would receive less than the amount that would be distributed to such Remaining Stockholders in the event the proceeds of payment the Approved Sale were distributed in accordance with the Restated Certificate. The Remaining Stockholders shall take all reasonably necessary and desirable actions requested by the Approving Investors in connection with the consummation of the Approved Sale, including the execution of such consideration agreements and such instruments (collectively, the "Sale Documents") and other actions reasonably necessary to (i) effectuate the Approved Sale, including (only in the case that a third party requires both the Corporation and all other material terms and conditions of such Transfer and (v) the anticipated time and place of the closing of Approving Investors and the Remaining Stockholders to individually sign such Transfer Sale Documents) making such customary representations, warranties, indemnities, covenants, conditions, escrow agreements and other customary agreements relating to such Approved Sale (a “Bring-Along Transaction Closing”). If such Bring-Along Transaction Closing does not occur prior provided that each Remaining Stockholder's aggregate liability pursuant to the expiration Sale Documents or otherwise in connection with the Approved Sale shall be limited to the value of the later consideration received by each such Remaining Stockholder on account of (x) 75 days following the delivery of such Bring-Along Notice, which 75 day period shall be extended until all necessary consents from applicable Governmental Authorities to the proposed sale have been received (but in no event more than 90 days after the expiration of such 75 day periodApproved Sale) and (yii) effectuate the date which is 15 days following the final determination agreed-upon allocation and distribution of the Bring-Along Contingent Acquisition Price Adjustment pursuant to Section 2.4(f) of aggregate consideration upon the Primary Shareholders Agreement, the Participant shall be released from its obligations under this Section 2.3 with respect to such Bring-Along Notice. The Selling Shareholders shall also furnish to the Participant copies of all transaction documents relating to the Bring-Along Disposition promptly as the same become available and such additional information in the Selling Shareholders’ possession relating to the Bring-Along Disposition Transaction as the Participant may reasonably requestApproved Sale.

Bring-Along Rights. Subject to compliance with Section 9.5 (a) Except pursuant toif applicable), if, at any time subsequent to the third anniversary of the Closing Date, any Limited Partner or following the consummation of, an IPO, if any shareholder or group of shareholders holders of the Company holding more than the Designated Percentage of the issued and outstanding Shares of the Company Interests acting together or pursuant to a common plan or arrangement (the in either case, a “Selling ShareholdersControl Holder”) intend proposes, to effect a Transfer of all an Interest or Interests representing a majority of the Limited Partners’ Interests (a “Control Sale”) to a third-party that is not an Affiliate of the Control Holder (a “Control Purchaser”), such Selling Shareholders’ Shares to any Person Control Holder shall have the right (a “Bring-Along BuyerRight”), exercisable upon ten Business Days’ prior written notice to the Selling Shareholders shall have other Limited Partners and the right General Partner (each, a “Minority Holder”), to require the “Minority Holders to sell their respective Interests (or the same proportion thereof as such Control Holder proposes to sell) to such party upon the same terms and conditions as the Control Holder exercising the Bring-Along Right”) to require the Participant (in such capacity, the “. Each Bring-Along Shareholder”) to Transfer all Notice shall describe in reasonable detail the proposed terms of the Shares owned by the Participant to the Bring-Along Buyer (a “Bring-Along Disposition Transaction”). If the Selling Shareholders elect to exercise their Bring-Along Rightproposed Control Sale, the Selling Shareholders shall deliver written notice (a “Bring-Along Notice”) to the Participantincluding, which notice shall state without limitation, (i) that the Selling Shareholders wish to exercise their Bring-Along Right with respect to such Transfer, (ii) the name and address of the Bring-Along BuyerControl Purchaser, (iiiii) the proposed amount and form of consideration to be paid by the Selling Shareholders propose to receive for their Shares (and if such consideration consists in part or in whole of property other than cash, the Selling Shareholders will provide such information, Control Purchaser to the extent reasonably available to such Selling ShareholdersControl Holder, relating to such non-cash consideration as each Bring-Along Shareholder may reasonably request in order to evaluate such non-cash consideration), and (iviii) the terms and conditions of payment of such consideration and all any other material terms and or conditions of such Transfer proposed Control Sale, and (v) the anticipated time and place of the closing of such Transfer (shall include a “Bring-Along Transaction Closing”). If such Bring-Along Transaction Closing does not occur prior statement to the expiration of the later of (x) 75 days following the delivery of such Bring-Along Notice, which 75 day period shall be extended until all necessary consents from applicable Governmental Authorities to effect that the proposed sale have Control Purchaser has been received (but in no event more than 90 days after the expiration of such 75 day period) and (y) the date which is 15 days following the final determination informed of the Bring-Along Contingent Acquisition Price Adjustment pursuant Right. Section 9.5 shall not apply to sales of Interest resulting from the exercise of a Bring-Along Right in accordance with this Section 2.4(f9.7. No Minority Holder shall be required to make any representation or warranty, or enter into any agreement, in respect of the Control Holder which has not been made or entered into by the Control Holder. Notwithstanding the foregoing no Minority Holder shall be required (x) to enter into a covenant not to compete in respect to any such transaction or (y) make any representation or warranty other than (A) as to its authority to enter into such transaction and perform its obligations in respect thereof, the enforceability against it of all agreements in respect of such transaction to which it is a party, and its good title to the Interests to be transferred, free and clear of all liens, claims and encumbrances other than those that may arise under this Agreement and (B) such representations and warranties as to the Partnership, its Subsidiaries and their respective businesses, assets and liabilities made by the Control Holder so long as such Minority Holder’s liability in respect of the representations and warranties described in this clause (B) does not exceed the consideration received by such Partner in such transaction. In the case of any indemnity required in respect of any breach of representation or warranty described in clause (y)(B) of the Primary Shareholders Agreementimmediately preceding sentence, the Participant consideration received by all Partners shall be released from its obligations under this Section 2.3 with respect to recomputed on the basis that the aggregate consideration paid in such Bring-Along Notice. The Selling Shareholders shall also furnish to the Participant copies of transaction was reduced by all transaction documents relating to the Bring-Along Disposition promptly as the same become available and such additional information in the Selling Shareholders’ possession relating to the Bring-Along Disposition Transaction as the Participant may reasonably requestindemnity payments.

Bring-Along Rights. (a) Except pursuant toIf, by vote or following written consent, (i) the consummation of, an IPO, if any shareholder or group Board of shareholders Directors and (ii) the holders of at least a majority of the Company holding more than the Designated Percentage then outstanding shares of the issued Series C Preferred Stock and outstanding Shares of the Company Series B Preferred Stock, voting together as a separate class on an as converted to Common Stock basis (the “Selling ShareholdersApproving Holders”) intend ), approve a change of control of the Corporation pursuant to effect a Transfer which either Lilly or any of its Affiliates or any bona fide unaffiliated third party proposes to acquire all or substantially all of such Selling Shareholders’ Shares to any Person the assets or two-thirds or more of the then outstanding capital stock of the Corporation, whether by purchase, merger, consolidation, share exchange, sale of assets, exclusive license or otherwise (a an “Bring-Along BuyerApproved Sale”), the Selling Shareholders Approving Holders shall have the right provide all other Preferred Stockholders who are not Approving Holders and each Common Stockholder (the “Bring-Along Right”) to require the Participant (in such capacitycollectively, the “Bring-Along ShareholderRemaining Stockholders”) to Transfer all at least ten (10) days advance notice of the Shares owned by the Participant to the Bring-Along Buyer (a “Bring-Along Disposition Transaction”). If the Selling Shareholders elect to exercise their Bring-Along Right, the Selling Shareholders shall deliver written notice (a “Bring-Along Notice”) to the Participantsuch Approved Sale, which notice shall state include a reasonably detailed description of the Approved Sale, including the proposed time and place of closing, the consideration to be received by the Remaining Stockholders, and any other material terms. The Remaining Stockholders shall consent to, vote for and raise no objections to the Approved Sale, and (i) that the Selling Shareholders wish to exercise their Bring-Along Right Remaining Stockholders shall waive any dissenters rights, appraisal rights or similar rights, if any, in connection with respect to such Transfermerger, consolidation or asset sale, or (ii) if the name and address Approved Sale is structured as a sale of the Bring-Along Buyer, (iii) stock of the amount and form of consideration the Selling Shareholders propose to receive for their Shares (and if such consideration consists in part or in whole of property other than cashCorporation, the Selling Shareholders will provide such information, Remaining Stockholders shall agree to the extent reasonably available to such Selling Shareholders, relating to such non-cash consideration as each Bring-Along Shareholder may reasonably request in order to evaluate such non-cash consideration), (iv) sell all of their shares of capital stock on the terms and conditions approved by the Approving Holders, provided such terms do not provide that the Remaining Stockholders would receive less than the amount that would be distributed to such Remaining Stockholders in the event the proceeds of payment the Approved Sale were distributed in accordance with the Certificate. The Remaining Stockholders shall take all reasonably necessary and desirable actions requested by the Approving Holders in connection with the consummation of the Approved Sale, including the execution of such consideration agreements and such instruments (collectively, the “Sale Documents”) and other actions reasonably necessary to (i) effectuate the Approved Sale, including (only in the case that a third party requires both the Corporation and all other material terms and conditions of such Transfer and (v) the anticipated time and place of the closing of Approving Holders and the Remaining Stockholders to individually sign such Transfer Sale Documents) making such customary representations, warranties, indemnities, covenants, conditions, escrow agreements and other customary agreements relating to such Approved Sale (a “Bring-Along Transaction Closing”). If such Bring-Along Transaction Closing does not occur prior provided that each Remaining Stockholder’s aggregate liability pursuant to the expiration Sale Documents or otherwise in connection with the Approved Sale shall be limited to the value of the later consideration received by each such Remaining Stockholder on account of (x) 75 days following the delivery of such Bring-Along Notice, which 75 day period shall be extended until all necessary consents from applicable Governmental Authorities to the proposed sale have been received (but in no event more than 90 days after the expiration of such 75 day periodApproved Sale) and (yii) effectuate the date which is 15 days following the final determination agreed-upon allocation and distribution of the Bring-Along Contingent Acquisition Price Adjustment pursuant to Section 2.4(f) of aggregate consideration upon the Primary Shareholders Agreement, the Participant shall be released from its obligations under this Section 2.3 with respect to such Bring-Along Notice. The Selling Shareholders shall also furnish to the Participant copies of all transaction documents relating to the Bring-Along Disposition promptly as the same become available and such additional information in the Selling Shareholders’ possession relating to the Bring-Along Disposition Transaction as the Participant may reasonably requestApproved Sale.

Bring-Along Rights. (a) Except pursuant toIf, or following the consummation of, an prior to a Qualified IPO, if any shareholder Shareholder, whether alone or group in concert with any other Shareholders, owning an amount of shareholders Stock equal to 50% or more of the Company holding more than the Designated Percentage of the issued and then outstanding Shares of the Company Stock (such Shareholder(s) being referred to in this Section 7 as the “Selling ShareholdersShareholder(s)”) intend proposes to effect a Transfer Sell to any Person or Group that is not an Affiliate of all any of such Selling Shareholders’ Shares Shareholder(s) (collectively, a “Bring-Along Transferee”) shares of Stock equal to any Person 50% or more of the then outstanding Stock (a “Bring-Along BuyerSale”), then the Selling Shareholder(s) may elect (a “Bring-Along Election”) to require each (but not fewer than all) Other Shareholder that is not an Affiliate of such Selling Shareholder(s) to Sell as a part of the Bring-Along Sale to such Bring-Along Transferee, at the purchase price and upon the other terms and subject to the conditions of the Bring-Along Sale (including the kind and amount of consideration to be paid for such Stock), all of which shall be set forth in the Bring-Along Notice (as defined below), that number of shares of Stock (including for this purpose Common Stock Equivalents but which, at the election of the Selling Shareholders, may exclude Unvested Stock) as is equal to the product of (x) a fraction, the numerator of which is the number of shares of Stock as is proposed to be sold by the Selling Shareholder(s) and the denominator of which is the aggregate number of shares of Stock owned as of the date of the Bring-Along Notice by the Selling Shareholder(s) and their Affiliates and (y) the number of shares of Stock (including for this purpose Common Stock Equivalents) owned by such Other Shareholder as of the date of the Bring-Along Notice; provided that the Selling Shareholders shall have the right (the “Bring-Along Right”) to require the Participant (in such capacity, the “Bring-Along Shareholder”) to Transfer all of the Shares owned by the Participant to the Bring-Along Buyer (a “Bring-Along Disposition Transaction”). If the Selling Shareholders elect to exercise their Bring-Along Right, the Selling Shareholders shall deliver written notice (a “Bring-Along Notice”) to the Participant, which notice shall state (i) that the Selling Shareholders wish shares of Stock Sold by an Other Shareholder not include any Unvested Stock); provided further that the purchase price to exercise their Bring-Along Right with respect to such Transfer, (ii) the name and address of the Bring-Along Buyer, (iii) the amount and form of consideration the Selling Shareholders propose to receive for their Shares (and if such consideration consists be paid in part or in whole of property other than cash, the Selling Shareholders will provide such information, to the extent reasonably available to such Selling Shareholders, relating to such non-cash consideration as each Bring-Along Shareholder may reasonably request in order to evaluate such non-cash consideration), (iv) the terms and conditions of payment of such consideration and all other material terms and conditions of such Transfer and (v) the anticipated time and place of the closing of such Transfer (a “Bring-Along Transaction Closing”). If such Bring-Along Transaction Closing does not occur prior Sale for any Common Stock Equivalent shall equal the purchase price per share of Common Stock to the expiration of the later of (x) 75 days following the delivery of be paid in such Bring-Along Notice, which 75 day period shall be extended until all necessary consents from applicable Governmental Authorities to Sale less the proposed sale have been received amount per share of the exercise or purchase price (but in no event more than 90 days after the expiration if any) of such 75 day period) and (y) Common Stock Equivalent. Notwithstanding the date which is 15 days following the final determination of the foregoing, no Bring-Along Contingent Acquisition Price Adjustment pursuant to Section 2.4(fElection may be made (i) without the approval of the Primary Shareholders AgreementGSCP Parties (or a GSCP Governance Rights Assignee, the Participant shall be released from its obligations under this Section 2.3 with respect to such Bring-Along Notice. The Selling Shareholders shall also furnish to the Participant copies of all transaction documents relating to the Bring-Along Disposition promptly as applicable) so long as the same become available GSCP Parties (or a GSCP Governance Rights Assignee, as applicable) and such additional information in their Affiliates hold a number of shares of Common Stock that is no less than 25% of the Selling Shareholders’ possession relating to number of shares of Common Stock held by the Bring-Along Disposition Transaction GSCP Parties immediately following the Merger and (ii) without the approval of the Providence Parties (or a Providence Governance Rights Assignee, as applicable) so long as the Participant may reasonably requestProvidence Parties (or a Providence Governance Rights Assignee, as applicable) and their Affiliates hold a number of shares of Common Stock that is no less than 25% of the number of shares of Common Stock held by the Providence Parties immediately following the Merger.

Bring-Along Rights. (ai) Except pursuant toIf, by vote or following written consent, (A) the consummation of, an IPO, if any shareholder or group Board and (B) the holders of shareholders at least two-thirds of the Company holding more than the Designated Percentage then-outstanding shares of Preferred Stock, calculated in accordance with Section A.6(a) of Article III of the issued and Certificate (including in such calculation any outstanding Restricted Shares of the Company held by such holders) (the “Selling ShareholdersApproving Preferred Stockholders”) intend ), approve a change of control of the Corporation pursuant to effect a Transfer of which any bona fide unaffiliated third party proposes to acquire all or substantially all of such Selling Shareholders’ Shares to any Person the assets or two-thirds or more of the then-outstanding capital stock of the Corporation, whether by purchase, merger, consolidation, share exchange, sale of assets, exclusive license or otherwise (a an “Bring-Along BuyerApproved Sale”), the Selling Shareholders Approving Preferred Stockholders shall have the right provide all other holders of Preferred Stock who are not Approving Preferred Stockholders and each Common Stockholder (the “Bring-Along Right”) to require the Participant (in such capacitycollectively, the “Bring-Along ShareholderRemaining Stockholders”) to Transfer all at least 15 days’ advance notice of the Shares owned by the Participant to the Bring-Along Buyer (a “Bring-Along Disposition Transaction”). If the Selling Shareholders elect to exercise their Bring-Along Right, the Selling Shareholders shall deliver written notice (a “Bring-Along Notice”) to the Participantsuch Approved Sale, which notice shall state include a reasonably detailed description of the Approved Sale, including the proposed time and place of closing, the consideration to be received by the Remaining Stockholders, and any other material terms. The Remaining Stockholders shall consent to, vote for and raise no objections to the Approved Sale, and (i) that the Selling Shareholders wish to exercise their Bring-Along Right with respect to such Transfer, (iix) the name and address Remaining Stockholders shall waive any dissenters rights, appraisal rights or similar rights, if any, in connection with such merger, consolidation or asset sale or (y) if the Approved Sale is structured as a sale of the Bring-Along Buyer, (iii) stock of the amount and form of consideration the Selling Shareholders propose to receive for their Shares (and if such consideration consists in part or in whole of property other than cashCorporation, the Selling Shareholders will provide such information, Remaining Stockholders shall agree to the extent reasonably available to such Selling Shareholders, relating to such non-cash consideration as each Bring-Along Shareholder may reasonably request in order to evaluate such non-cash consideration), (iv) sell all of their shares of capital stock on the terms and conditions approved by the Approving Preferred Stockholders to the extent consistent with the liquidation preferences as set forth in the Certificate as if such sale were a Liquidation Event thereunder. The Remaining Stockholders shall take all reasonably necessary and desirable actions requested by the Approving Preferred Stockholders in connection with the consummation of payment the Approved Sale, including the execution of such consideration agreements and such instruments (collectively, the “Sale Documents”) and other actions reasonably necessary to (1) effectuate the Approved Sale, including (only in the case that a third party requires both the Corporation and all other material terms and conditions of such Transfer and (v) the anticipated time and place of the closing of Approving Preferred Stockholders and the Remaining Stockholders to individually sign such Transfer Sale Documents) making such customary representations, warranties, indemnities, covenants, conditions, escrow agreements and other customary agreements relating to such Approved Sale (a “Bring-Along Transaction Closing”). If such Bring-Along Transaction Closing does not occur prior subject to the expiration provisions of the later of subsection (xii) 75 days following the delivery of such Bring-Along Notice, which 75 day period shall be extended until all necessary consents from applicable Governmental Authorities to the proposed sale have been received (but in no event more than 90 days after the expiration of such 75 day periodbelow) and (y2) effectuate the date which is 15 days following the final determination agreed-upon allocation and distribution of the Bring-Along Contingent Acquisition Price Adjustment pursuant to Section 2.4(f) of aggregate consideration upon the Primary Shareholders Agreement, the Participant shall be released from its obligations under this Section 2.3 with respect to such Bring-Along Notice. The Selling Shareholders shall also furnish to the Participant copies of all transaction documents relating to the Bring-Along Disposition promptly as the same become available and such additional information in the Selling Shareholders’ possession relating to the Bring-Along Disposition Transaction as the Participant may reasonably requestApproved Sale.