Conditions to Drag-Along. Upon delivery of a Drag-Along Notice, the Employee shall have the obligation to sell and transfer to the Third-Party Buyer at the Drag-Along Closing the percentage of the Employee’s Shares equal to the percentage of the Common Stock owned by the Investor(s) that are to be sold to the Third-Party Buyer (the “Applicable Percentage”) on the same terms as the applicable Investor(s), but only if such Investor(s) sells and transfers the Applicable Percentage of the Investor’s Common Stock to the Third-Party Buyer at the Drag-Along Closing. Notwithstanding anything to the contrary in any Drag-Along Notice, (i) the Employee shall agree to make or agree to the same customary representations, covenants, indemnities and agreements regarding such Employee’s Shares as the other Persons participating in such sale or Transfer so long as they are made severally and not jointly and the liabilities thereunder are borne on a pro rata basis based on the consideration to be received by each such Person in respect of its Shares to be sold or Transferred and so long as they are subject to all of the same limits and exclusions as shall be applicable to the such Investor(s); (ii) any general indemnity given by any Person, applicable to liabilities not specific to such Person, to the purchaser in connection with such sale shall be apportioned among the Employee and all other Persons participating in such sale or Transfer according to the consideration received by each such Person and shall not exceed such Person’s net proceeds from the sale (or such lower limit as is applicable to such Investor(s)); and (iii) any representation relating specifically to a Person shall be made only by that Person and any indemnity given with respect to such representation shall be given only by such Person and not in an amount exceeding the amount of the net proceeds received by such Person in such sale or Transfer. All fees and expenses related to any such sale or Transfer, including the fees of any such investment banking firm but not including the fees of counsel for any individual Person, shall be paid by the Company or to the extent not paid or reimbursed by the Company or the transferee, shall be shared by the Employee and all other Persons participating in such sale or Transfer on a pro rata basis (it being understood that such reimbursement will not include costs incurred by or on behalf of a Person for his, her or its sole benefit), based on the consideration to be received by each such Pers...
Conditions to Drag-Along. Upon delivery of a Drag-Along Notice, the Employee shall have the obligation to sell and transfer to the Third-Party Buyer at the Drag-Along Closing the percentage of the Employee’s Shares equal to the percentage of the Common Shares owned by the Investor(s) that are to be sold to the Third-Party Buyer (the “Applicable Percentage”) on the same terms as the applicable Investor(s), but only if such Investor(s) sells and transfers the Applicable Percentage of the Investor’s Common Shares to the Third-Party Buyer at the Drag-Along Closing.
Conditions to Drag-Along. Subject to the provisions of Applicable Law, upon delivery of a Drag-Along Notice, the Holder shall have the obligation and the right to transfer and sell to the Third Party Buyer the Applicable Portion of the Warrant pursuant to the Drag-Along Offer, as the same may be modified from time to time, provided that the Drag-Along Transferor sells and transfers the Applicable Percentage of its shares of Common Stock to the Third Party Buyer at the Drag-Along Closing at the same price (less, in the case of the Holder, the Exercise Price) and on the same terms and conditions. In connection with the Drag-Along Transaction, the Holder will agree to make or agree to the same customary representations, covenants, indemnities and agreements in connection with the Holder’s ownership of the Warrant and the Warrant Shares and authority to sell the Warrant Shares as the Drag-Along Transferor makes with respect to its shares of Common Stock so long as they are made severally and not jointly and the liabilities thereunder are borne only by the party making or agreeing to make such representations, covenants, indemnities and agreements. Promptly following the Drag-Along Closing, the Holder shall (i) remit to the Company the Exercise Price for the Warrant Shares represented by the Applicable Portion of the Warrant and (ii) receive from the Company (x) a written confirmation of such transfer (and the consequent cancellation of the Applicable Portion of the Warrant by the Company) and (y) a new Warrant for the purchase of an aggregate number of Warrant Shares equal to the number of Warrant Shares underlying the Warrant immediately prior to the transfer of the Applicable Portion of the Warrant to the Third Party Buyer minus the number of Warrant Shares represented by the Applicable Portion of the Warrant.
Conditions to Drag-Along. Notwithstanding the provisions set forth in Section 4.1 and Section 4.2 of this Agreement, the obligation of the Stockholders to vote in favor of, raise no objection to and/or participate fully in any of the transactions referenced in Sections 4.1 and 4.2 of this Agreement (each a "Sale of the Company") as required by Sections 4.1 and 4.2 shall be subject to the satisfaction of each of the following conditions:
Conditions to Drag-Along. Upon delivery of a Drag-Along Notice, each holder of Restricted Securities shall have the obligation and the right to
