Common use of Drag-Along Notice Clause in Contracts

Drag-Along Notice. If CMH, on the one hand, or CDR Jaguar Investor Company, LLC (the “CD&R Investor”), on the other hand, together with its respective Permitted Transferees and their respective Equity Purchase Assignees, intends to effect a sale of 90% or more of the shares of Common Stock held by it, its Permitted Transferees and their respective Equity Purchase Assignees (such a transferor or transferors of 90% or more of its or their shares of Common Stock, a “Drag-Along Transferor”) to a Third Party Buyer and such Drag-Along Transferor concurrently elects to exercise its drag-along rights with respect to a Drag Transaction with such Third Party Buyer under Section 3.5 of the Stockholders Agreement, the Drag-Along Transferor may exercise its rights under this Section 5.2 by delivering written notice (a “Drag-Along Notice”) to the Holder, which notice shall (a) state (i) that the Drag-Along Transferor wishes to exercise its rights under this Section 5.2 with respect to such sale, (ii) the name and address of the Third Party Buyer, (iii) the per share amount and form of consideration the Drag-Along Transferor proposes to receive for its shares of Common Stock (the “Drag-Along Price”) and (iv) the terms and conditions of payment of such consideration and all other material terms and conditions of such sale, (b) contain an offer (the “Drag-Along Offer”) to the Holder by the Third Party Buyer to purchase the portion of the Warrant representing a percentage of Warrant Shares equal to the percentage (the “Applicable Percentage”) of the shares of Common Stock owned by the Drag-Along Transferor that are to be sold to the Third Party Buyer (the “Applicable Portion”) at the same price (less, in the case of the Holder, the Exercise Price) and on and subject to the same terms and conditions offered to the Drag-Along Transferor and subject to Sections 5.2(b) and (c), and (c) state the anticipated time and place of the closing of the purchase and sale of the Applicable Portion of the Warrant (a “Drag-Along Closing”).

Drag-Along Notice. If CMH, on the one hand, or CDR Jaguar Investor Company, LLC (the “CD&R Investor”), on the other hand, together with its respective Permitted Transferees and their respective Equity Purchase Assignees, Fund intends to effect a sale or transfer for cash or other consideration of 90more than 50% or more of the its shares of Common Stock held by it, its Permitted Transferees and their respective Equity Purchase Assignees (such a transferor or transferors of 90% or more of its or their shares of Common Stock, a “Drag-Along Transferor”) to a Third Third-Party Buyer and such Drag-Along Transferor concurrently the CD&R Fund elects to exercise its drag-along rights with respect to a Drag Transaction with such Third Party Buyer under Section 3.5 of the Stockholders Agreement, the Drag-Along Transferor may exercise its rights under this Section 5.2 by delivering Article IV, the CD&R Fund shall deliver written notice (a “Drag-Along Notice”) to the HolderMinority Stockholders, which notice shall (a) state (i) that the Drag-Along Transferor CD&R Fund wishes to exercise its rights under this Section 5.2 Article IV with respect to such sale, (ii) the name and address of the Third Third-Party Buyer, (iii) the per share amount and form of consideration the Drag-Along Transferor CD&R Fund proposes to receive for its shares of Common Stock (the “Drag-Along Price”) and (iv) the terms and conditions of payment of such consideration and all other material terms and conditions of such sale, (b) contain an offer (the “Drag-Along Offer”) to the Holder by the Third Third-Party Buyer to purchase the portion of the Warrant representing from each Minority Stockholder a percentage of Warrant Shares such Minority Stockholder’s Covered Shares, as the case may be, equal to the percentage (the “Applicable Percentage”) of the shares of Common Stock owned by the Drag-Along Transferor CD&R Fund that are to be sold to the Third Third-Party Buyer (such percentage, the “Applicable PortionPercentage”) at the same price (less, in the case of the Holder, the Exercise Price) and on and subject to the same terms and conditions offered to the Drag-Along Transferor and subject to Sections 5.2(b) and (c), CD&R Fund and (c) state the anticipated time and place of the closing of the purchase and sale of the Applicable Portion Percentage of the Warrant such Covered Shares (a an “Drag-Along Closing”), which (subject to such terms and conditions) shall occur not fewer than five (5) days nor more than ninety (90) days after the date such Drag-Along Notice is delivered (subject to extension for not more than an additional 60 days to the extent reasonably required to comply with applicable laws in connection with such sale); provided that if such Drag-Along Closing shall not be scheduled to occur prior to the expiration of such 90-day period, the CD&R Fund shall be entitled to deliver additional Drag-Along Notices with respect to such Drag-Along Offer in respect of such additional 60-day period.

Drag-Along Notice. If CMHNotwithstanding anything contained in this Agreement to the contrary, on the one hand, or CDR Jaguar Investor Company, LLC if holders of in excess of eighty percent (the “CD&R Investor”), on the other hand, together with its respective Permitted Transferees and their respective Equity Purchase Assignees, intends to effect a sale of 90% or more 80%) of the then outstanding shares of Common Stock held by itissued or issuable upon conversion of the Shares (a "Controlling Group"), its Permitted Transferees acting jointly, intend to effect a transaction that would constitute an "Acquisition" or an "Asset Transfer" under the terms of the Company's Certificate of Incorporation (a "Drag Transaction") with a third party (a "Buyer") and their respective Equity Purchase Assignees (such a transferor or transferors of 90% or more of its or their shares of Common Stock, a “Drag-Along Transferor”) to a Third Party Buyer and such Drag-Along Transferor concurrently elects elect to exercise its drag-along rights with respect to a Drag Transaction with such Third Party Buyer under Section 3.5 of the Stockholders Agreement, the Drag-Along Transferor may exercise its their rights under this Section 5.2 by delivering 6, such Controlling Group shall deliver written notice (a “"Drag-Along Notice”") to the HolderCompany, the Investors and any other parties subject to the terms and conditions of this Section 6 (such parties, together with the Investors, shall be referred to herein collectively as the "Drag Holders"), which notice shall (a) state (i) that the Drag-Along Transferor Controlling Group wishes to exercise its rights under this Section 5.2 6 with respect to such saleDrag Transaction, (ii) the name and address of the Third Party Buyer, (iii) the per share amount 21. and form of consideration payable to the Drag-Along Transferor proposes to receive for Company or its shares of Common Stock (stockholders in connection with the “Drag-Along Price”) Drag Transaction and (iv) the terms and conditions of payment of such consideration and all other material terms and conditions of such sale, (b) contain an offer (the “Drag-Along Offer”) to the Holder by the Third Party Buyer to purchase the portion of the Warrant representing a percentage of Warrant Shares equal to the percentage (the “Applicable Percentage”) of the shares of Common Stock owned by the Drag-Along Transferor that are to be sold to the Third Party Buyer (the “Applicable Portion”) at the same price (less, in the case of the Holder, the Exercise Price) and on and subject to the same terms and conditions offered to the Drag-Along Transferor and subject to Sections 5.2(b) and (c)Drag Transaction, and (cb) state the anticipated time and place of the closing of the purchase and sale of the Applicable Portion of the Warrant such Drag Transaction (a “"Drag-Along Closing”"), which (subject to such terms and conditions) shall occur not fewer than five (5) business days nor more than ninety (90) days after the date such Drag-Along Notice is delivered; provided, however, that if such Drag-Along Closing shall not occur prior to the expiration of such ninety (90) day period, the Controlling Group shall be required to deliver another Drag-Along Notice with respect to such Drag Transaction. Upon request of a Controlling Group, the Company shall provide the Controlling Group with a current list of the names and addresses of the Drag Holders.

Drag-Along Notice. If CMHAt any time after November 9, on 2023, if Members holding a Majority of the one hand, or CDR Jaguar Investor Company, LLC Class A Units (the “CD&R InvestorDragging Member”)) intend to Transfer Units to one or more Persons who are not Affiliates or Members representing 100% of all Units owned as of the date, on the Dragging Member shall notify all of the other handMembers (and all other transferees or other holders of Units that are not Members, together with its respective Permitted Transferees and their respective Equity Purchase Assigneesthe Members, intends to effect a sale of 90% or more of the shares of Common Stock held by it, its Permitted Transferees and their respective Equity Purchase Assignees (such a transferor or transferors of 90% or more of its or their shares of Common Stock, a “Drag-Along TransferorSubject Parties”) to a Third Party Buyer and such Drag-Along Transferor concurrently elects to exercise its drag-along rights with respect to a Drag Transaction with such Third Party Buyer under Section 3.5 of in writing (the Stockholders Agreement, the Drag-Along Transferor may exercise its rights under this Section 5.2 by delivering written notice (a “Drag-Along Notice”) of such intended Transfer (the “Drag-Along Sale”), and the exercise of its rights hereunder no more than ten (10) days after the execution and delivery by all of the parties thereto of the definitive agreement entered into with respect to the Holder, which notice shall (a) state (i) that the Drag-Along Transferor wishes Sale, and in any event no later than fifteen (15) days prior to exercise its rights under this Section 5.2 with respect to the proposed date for the consummation of such saleDrag-Along Sale, (ii) which notice will contain a summary of all of the material terms, including, without limitation, the name and address of the Third Party Buyerprospective transferee(s), (iii) the per share amount purchase price and form of consideration the Drag-Along Transferor proposes to receive for its shares of Common Stock (the “Drag-Along Price”) and (iv) the other terms and conditions of payment of such consideration (or the basis for determining the purchase price and all other material terms and conditions conditions), a copy of any form of agreement proposed to be executed in connection therewith, and the planned date on or about which such sale, (b) contain an offer (the “Transfer is to be consummated. The Drag-Along Offer”) to Notice also shall contain a demand from the Holder by the Third Party Buyer to purchase the portion Dragging Member that each of the Warrant representing a percentage of Warrant Shares equal to the percentage (the “Applicable Percentage”) of the shares of Common Stock owned by the Drag-Along Transferor that are to be sold to the Third Party Buyer (the “Applicable Portion”) at the same price (lessSubject Parties shall sell, in the case of the Holder, the Exercise Price) and on and subject pursuant to the same terms and conditions offered as are or will be applicable to the Drag-Along Transferor Dragging Member, 100% of such Subject Party’s Units. Any escrow or holdbacks required in connection with any such transaction shall be funded by the Dragging Member and subject to Sections 5.2(b) the Subject Parties on a pro rata basis based upon their respective ownership percentages and (c), upon the same terms and (c) state the anticipated time and place of the closing of the purchase and sale of the Applicable Portion of the Warrant (a “Drag-Along Closing”)conditions.

Drag-Along Notice. If CMHAt any time after the fifth (5th) anniversary of the date hereof, on if Members holding a Majority of the one hand, or CDR Jaguar Investor Company, LLC Class A Units (the “CD&R InvestorDragging Member”)) intend to Transfer Units to one or more Persons who are not Affiliates or Members representing 100% of all Units owned as of the date, on the Dragging Member shall notify all of the other handMembers (and all other transferees or other holders of Units that are not Members, together with its respective Permitted Transferees and their respective Equity Purchase Assigneesthe Members, intends to effect a sale of 90% or more of the shares of Common Stock held by it, its Permitted Transferees and their respective Equity Purchase Assignees (such a transferor or transferors of 90% or more of its or their shares of Common Stock, a “Drag-Along TransferorSubject Parties”) to a Third Party Buyer and such Drag-Along Transferor concurrently elects to exercise its drag-along rights with respect to a Drag Transaction with such Third Party Buyer under Section 3.5 of in writing (the Stockholders Agreement, the Drag-Along Transferor may exercise its rights under this Section 5.2 by delivering written notice (a “Drag-Along Notice”) of such intended Transfer (the “Drag-Along Sale”), and the exercise of its rights hereunder no more than ten (10) days after the execution and delivery by all of the parties thereto of the definitive agreement entered into with respect to the Holder, which notice shall (a) state (i) that the Drag-Along Transferor wishes Sale, and in any event no later than fifteen (15) days prior to exercise its rights under this Section 5.2 with respect to the proposed date for the consummation of such saleDrag-Along Sale, (ii) which notice will contain a summary of all of the material terms, including, without limitation, the name and address of the Third Party Buyerprospective transferee(s), (iii) the per share amount purchase price and form of consideration the Drag-Along Transferor proposes to receive for its shares of Common Stock (the “Drag-Along Price”) and (iv) the other terms and conditions of payment of such consideration (or the basis for determining the purchase price and all other material terms and conditions conditions), a copy of any form of agreement proposed to be executed in connection therewith, and the planned date on or about which such sale, (b) contain an offer (the “Transfer is to be consummated. The Drag-Along Offer”) to Notice also shall contain a demand from the Holder by the Third Party Buyer to purchase the portion Dragging Member that each of the Warrant representing a percentage of Warrant Shares equal to the percentage (the “Applicable Percentage”) of the shares of Common Stock owned by the Drag-Along Transferor that are to be sold to the Third Party Buyer (the “Applicable Portion”) at the same price (lessSubject Parties shall sell, in the case of the Holder, the Exercise Price) and on and subject pursuant to the same terms and conditions offered as are or will be applicable to the Drag-Along Transferor Dragging Member, 100% of such Subject Party’s Units. Any escrow or holdbacks required in connection with any such transaction shall be funded by the Dragging Member and subject to Sections 5.2(b) the Subject Parties on a pro rata basis based upon their respective ownership percentages and (c), upon the same terms and (c) state the anticipated time and place of the closing of the purchase and sale of the Applicable Portion of the Warrant (a “Drag-Along Closing”)conditions.

Drag-Along Notice. If CMH, on the one hand, or CDR Jaguar Investor Company, LLC (the “CD&R Investor”), on the other hand, together with its respective Permitted Transferees and their respective Equity Purchase Assignees, Fund intends to effect a sale of 90% or more of the shares of Common Stock held by it, its Permitted Transferees and their respective Equity Purchase Assignees (such a transferor or transferors of 90----------------- 51% or more of its or their shares of Common Stock, a “Drag-Along Transferor”) common stock of Holding to a third party (a "Third ----- Party Buyer Buyer") and such Drag-Along Transferor concurrently the CD&R Fund elects to exercise its drag-along rights with respect to a Drag Transaction with such Third Party Buyer under Section 3.5 of the Stockholders Agreement, the Drag-Along Transferor may exercise its rights under this Section 5.2 by delivering ----------- 6, the CD&R Fund shall deliver written notice (a “"Drag-Along Notice”") to the Holder----------------- Purchaser, which notice shall (a) state (i) that the Drag-Along Transferor CD&R Fund wishes to - - exercise its rights under this Section 5.2 6 with respect to such sale, (ii) the -- name and address of the Third Party Buyer, (iii) the per share amount and form --- of consideration the Drag-Along Transferor CD&R Fund proposes to receive for its shares of Common Stock (the “Drag-Along Price”) common stock of Holding and (iv) the terms and conditions of payment of such -- consideration and all other material terms and conditions of such sale, (b) - contain an offer (the “"Drag-Along Offer”") to the Holder by the Third Party Buyer to purchase ---------------- from the portion of the Warrant representing Purchaser a percentage of Warrant his Shares equal to the percentage (the “Applicable Percentage”) of the shares of Common Stock common stock of Holding owned by the Drag-Along Transferor CD&R Fund that are to be sold to the Third Party Buyer (the “Applicable Portion”) at the same price (less, in the case of the Holdersuch percentage, the Exercise Price"Applicable Percentage") and on and --------------------- subject to the same terms and conditions offered to the Drag-Along Transferor and subject to Sections 5.2(b) and (c), CD&R Fund and (c) state - the anticipated time and place of the closing of the purchase and sale of the Applicable Portion Percentage of the Warrant Shares (a “"Section 6 Closing"), which (subject to ----------------- such terms and conditions) shall occur not fewer than five (5) days nor more than ninety (90) days after the date such Drag-Along Closing”)Notice is delivered, provided that if such Section 6 Closing shall not occur prior to the expiration -------- of such 90-day period, the CD&R Fund shall be entitled to deliver additional Drag-Along Notices with respect to such Drag-Along Offer.

Drag-Along Notice. If CMH, on Subject to the one hand, or CDR Jaguar Investor Company, LLC (the “CD&R Investor”), on the other hand, together last sentence of Section 2.4(b) and CVC complying with its respective Permitted Transferees and their respective Equity Purchase Assigneesfirst offer obligations in Section 2.2, if CVC intends to effect a merger, consolidation, sale of 90% all or more substantially all of the assets of the Company and its Subsidiaries taken as a whole or sale of more than 50% of the outstanding shares of Common Stock held by it, its Permitted Transferees and their respective Equity Purchase Assignees (such a transferor or transferors and/or 50% of 90% or more of its or their the outstanding shares of Common Stock, Preferred Stock (a “Drag-Along TransferorSale”) ), to an unrelated third party that is not a Third Party Buyer and such Permitted Transferee or an Affiliate of any CVC Stockholder (a “Drag-Along Transferor concurrently Buyer”), and CVC elects to exercise its drag-along rights with respect to a Drag Transaction with such Third Party Buyer under Section 3.5 of the Stockholders Agreement, the Drag-Along Transferor may exercise its rights under this Section 5.2 by delivering 2.4, CVC shall deliver written notice (a “Drag-Along Notice”) to the HolderCompany and the other Stockholders, which notice shall (ai) state (ix) that the Drag-Along Transferor CVC wishes to exercise its rights under this Section 5.2 2.4 with respect to such saletransfer, (iiy) the name and address of the Third Party Drag-Along Buyer, and (iiiz) (1) the number of shares of Common Stock and/or Preferred Stock that CVC proposes to transfer in such transaction and (2) the per share amount and form of consideration the Drag-Along Transferor CVC proposes to receive for its shares of Common Stock (the “Drag-Along Price”) and (iv) the terms and conditions of payment of such consideration and all other material terms and conditions of such sale, (b) contain an offer (the “Drag-Along Offer”) to the Holder by the Third Party Buyer to purchase the portion of the Warrant representing a percentage of Warrant Shares equal to the percentage (the “Applicable Percentage”) of the shares of Common Stock owned by the Drag-Along Transferor that are to be sold to the Third Party Buyer (the “Applicable Portion”) at the same price (less, in the case of the Holder, the Exercise Price) and on and subject to the same terms and conditions offered to the Drag-Along Transferor and subject to Sections 5.2(b) and (c)and/or Preferred Stock, and (cii) state the anticipated time and place of the closing of the purchase and sale of the Applicable Portion of the Warrant such transfer (a “Drag-Along Closing”), which (subject to such terms and conditions) shall occur not fewer than 30 days nor more than 120 days after the date such Drag-Along Notice is delivered, provided that if such Drag-Along Sale is subject to regulatory approval, such 120-day period shall be extended until the expiration of 5 business days after all such approvals have been received, but in no event later than 180 days after such Drag-Along Notice is delivered, and provided, further, that if such Drag-Along Closing shall not occur prior to the expiration of such 120-day period (or 180-day period, if applicable), CVC shall be entitled to deliver another Drag-Along Notice with respect to such Drag-Along Sale.

Drag-Along Notice. If CMH, on the one hand, or CDR Jaguar Investor Company, LLC (the “CD&R Investor”), on the other hand, together with its respective Permitted Transferees and their respective Equity Purchase Assignees, Purchaser intends to effect a sale of 90% or more of the shares of Common Stock held by it, its Permitted Transferees and their respective Equity Purchase Assignees (such a transferor or transferors of 90% or more of its or their shares of Common Stock, a “Drag-Along TransferorSale”) of all or substantially all of its shares of Common Stock to a Third Party Buyer and such non-Affiliate third party (a “Drag-Along Transferor concurrently Buyer”) prior to an initial Public Offering and elects to exercise its drag-along rights with respect to a Drag Transaction with such Third Party Buyer under Section 3.5 of the Stockholders Agreement, the Drag-Along Transferor may exercise its rights under this Section 5.2 by delivering 2.5, the Purchaser shall deliver written notice (a “Drag-Along Notice”) to the HolderCompany and the other Stockholders, which notice shall (ai) (w) state (i) that the Drag-Along Transferor Purchaser wishes to exercise its rights under this Section 5.2 2.5 with respect to such saletransfer, (iix) state the name and address of the Third Party Drag-Along Buyer, (iiiy) state the per share amount and form of consideration the Drag-Along Transferor Purchaser proposes to receive for its shares of Common Stock (the “Drag-Along Price”) and (ivz) be accompanied by copies of drafts of purchase and sale documentation setting forth the terms and conditions of payment of such consideration and all other material terms and conditions of such saletransfer (the “Drag-Along Purchase Agreement”), (bii) contain an offer (the “Drag-Along Offer”) to the Holder by the Third Party Drag-Along Buyer to purchase from the portion of the Warrant representing other Stockholders a percentage of their Covered Securities (excluding Surviving Corporation Stock Options and Escrowed Shares) (which right to participate in such sale, in the case of any Warrants held by any Sub-Debt Warrantholders, shall be for the sale of Warrant Shares issuable upon exercise of such Warrants, which, at the request of the Purchaser, shall be exercised immediately prior to the time such Warrant Shares are to be delivered to the Purchaser pursuant to Section 2.5(b)), equal to the percentage (the “Applicable Percentage”) of the shares of Common Stock owned by the Drag-Along Transferor Purchaser that are to be sold to the Third Party Drag-Along Buyer (such percentage, the “Applicable PortionPercentage”) at the same price (less), in the case of the Holder, the Exercise Price) and on and subject to the same terms and conditions offered to the Drag-Along Transferor and subject to Sections 5.2(b) and (c), and (ciii) state the anticipated time and place of the closing of the purchase and sale of the Applicable Portion of the Warrant such transfer (a “Drag-Along Closing”), which (subject to such terms and conditions) shall occur not fewer than 15 days nor more than 90 days after the date such Drag-Along Notice is delivered, provided that if such Drag-Along Closing shall not occur prior to the expiration of such 90-day period, the Purchaser shall be entitled to deliver another Drag-Along Notice with respect to such Drag-Along Offer. Upon request of the Purchaser, the Company shall provide the Purchaser with a current list of the names and addresses of the other Stockholders.

Drag-Along Notice. If CMH, on the one hand, or CDR Jaguar Investor Company, LLC (the “CD&R Investor”), on the other hand, together with its respective Permitted Transferees and their respective Equity Purchase Assignees, Fund intends to effect a sale of 90% or more of the shares of Common Stock held by it, its Permitted Transferees and their respective Equity Purchase Assignees (such a transferor or transferors of 90----------------- 51% or more of its or their shares of Common Stock, a “Drag-Along Transferor”) common stock of Holding to a third party (a "Third ----- Party Buyer Buyer") and such Drag-Along Transferor concurrently the CD&R Fund elects to exercise its drag-along rights with respect to a Drag Transaction with such Third Party Buyer under Section 3.5 of the Stockholders Agreement, the Drag-Along Transferor may exercise its rights under this Section 5.2 by delivering ----------- 8, the CD&R Fund shall deliver written notice (a “"Drag-Along Notice”") to the Holder----------------- Purchaser, which notice shall (a) state (i) that the Drag-Along Transferor CD&R Fund wishes to - - exercise its rights under this Section 5.2 8 with respect to such sale, (ii) the -- name and address of the Third Party Buyer, (iii) the per share amount and form --- of consideration the Drag-Along Transferor CD&R Fund proposes to receive for its shares of Common Stock (the “Drag-Along Price”) common stock of Holding and (iv) the terms and conditions of payment of such -- consideration and all other material terms and conditions of such sale, (b) - contain an offer (the “"Drag-Along Offer”") to the Holder by the Third Party Buyer to purchase ---------------- from the portion of the Warrant representing Purchaser a percentage of Warrant his Shares equal to the percentage (the “Applicable Percentage”) of the shares of Common Stock common stock of Holding owned by the Drag-Along Transferor CD&R Fund that are to be sold to the Third Party Buyer (the “Applicable Portion”) at the same price (less, in the case of the Holdersuch percentage, the Exercise Price"Applicable Percentage") and on and --------------------- subject to the same terms and conditions offered to the Drag-Along Transferor and subject to Sections 5.2(b) and (c), CD&R Fund and (c) state - the anticipated time and place of the closing of the purchase and sale of the Applicable Portion Percentage of the Warrant Shares (a “"Section 8 Closing"), which (subject to ----------------- such terms and conditions) shall occur not fewer than five (5) days nor more than ninety (90) days after the date such Drag-Along Closing”)Notice is delivered, provided -------- that if such Section 8 Closing shall not occur prior to the expiration of such 90-day period, the CD&R Fund shall be entitled to deliver additional Drag-Along Notices with respect to such Drag-Along Offer.

Drag-Along Notice. If CMH, on the one hand, or CDR Jaguar Investor Company, LLC (the “CD&R Investor”), on the other hand, together with its respective Permitted Transferees and their respective Equity Purchase Assignees, Fund intends to effect a sale of 90% or more of the shares of Common Stock held by it, its Permitted Transferees and their respective Equity Purchase Assignees (such a transferor or transferors of 9051% or more of its or their shares of Common Stock, a “Drag-Along Transferor”) Stock of the Company to a Third Party Buyer and such Drag-Along Transferor concurrently the CD&R Fund elects to exercise its drag-along rights with respect to a Drag Transaction with such Third Party Buyer under Section 3.5 of the Stockholders Agreement, the Drag-Along Transferor may exercise its rights under this Section 5.2 by delivering 5.3, the CD&R Fund shall deliver written notice (a “"Drag-Along Notice”") to the Holderholder of Restricted Securities, which notice shall (a) state (i) that the Drag-Along Transferor CD&R Fund wishes to exercise its rights under this Section 5.2 5.3 with respect to such sale, (ii) the name and address of the Third Party Buyer, (iii) the per share amount and form of consideration the Drag-Along Transferor CD&R Fund proposes to receive for its shares of Common Stock of the Company (the “"Drag-Along Price”") and (iv) the terms and conditions of payment of such consideration and all other material terms and conditions of such sale, (b) contain an offer (the “"Drag-Along Offer”") to the Holder holder of Restricted Securities by the Third Party Buyer to purchase (i) in the case of a holder of the Warrant, the portion of the Warrant representing a percentage of Warrant Shares equal to the percentage (the “Applicable Percentage”) of the shares of Common Stock of Company owned by the Drag-Along Transferor CD&R Fund that are to be sold to the Third Party Buyer (the “"Applicable Portion”") and (ii) in the case of a holder of Warrant Shares, the percentage of Warrant Shares equal to the percentage of the shares of Common Stock of the Company owned by the CD&R Fund that are to be sold to the Third Party Buyer (such percentage, the "Applicable Percentage") at the same price (less, in the case of the Holder, the Exercise Price) and on and subject to the same terms and conditions offered to the Drag-Along Transferor CD&R Fund and subject to Sections 5.2(b5.3(b) and (c), ) below and (c) state the anticipated time and place of the closing of the purchase and sale of the Applicable Portion of the Warrant and the Applicable Percentage of the Warrant Shares (a “"Drag-Along Closing”"), which (subject to such terms and conditions) shall occur not fewer than five (5) days nor more than ninety (90) days after the date such Drag-Along Notice is delivered, provided that if such Drag-Along Closing shall not occur prior to the expiration of such 90-day period, the CD&R Fund shall be entitled to deliver additional Drag-Along Notices with respect to such Drag-Along Offer.

Drag-Along Notice. If CMH, on In connection with a Transfer by Carlyle or SRK and the one hand, SRK Related Parties pursuant to Section 1(d) or CDR Jaguar Investor Company, LLC (the “CD&R Investor”a Transfer by Carlyle pursuant to Section 1(g), on if, subject to the other handpenultimate sentence of this Section 3(a), together with its respective Permitted Transferees Carlyle or SRK and their respective Equity Purchase Assignees, the SRK Related Parties (a “Section 3 Seller”) intends to effect a sale of 90% or more of the shares of Transfer Company Common Stock held by it, its Permitted Transferees and their respective Equity Purchase Assignees (such a transferor or transferors of 90% or more of its or their shares of Common Stock, a “Drag-Along TransferorSale”) to a Third Party Buyer non-Affiliate third party (a “Section 3 Buyer”) and such Drag-Along Transferor concurrently elects to exercise its drag-along rights with respect to a Drag Transaction with such Third Party Buyer under Section 3.5 of the Stockholders Agreement, the Drag-Along Transferor may exercise its rights under this Section 5.2 by delivering 3, such Section 3 Seller shall deliver written notice (a “Drag-Along Notice”) to the HolderCompany and the other Securityholders, which notice shall (ai) state (ix) that the Drag-Along Transferor Section 3 Seller wishes to exercise its rights under this Section 5.2 3 with respect to such saleTransfer, (iiy) the name and address of the Third Party Section 3 Buyer, and (iiiz) the per share amount number of shares of Company Common Stock that the Section 3 Seller proposes to sell (the “Section 3 Seller Securities”) and the aggregate price and form of consideration the Section 3 Seller proposes to receive per share in the Drag-Along Transferor proposes to receive for its shares Sale, (ii) contain (I) drafts of Common Stock (the “Drag-Along Price”) purchase and (iv) sale documentation setting forth the terms and conditions of payment of such consideration and all other material terms and conditions of such saleTransfer (the “Draft Sale Agreement”), and (bII) contain an offer (the “Drag-Along Offer”) to the Holder by the Third Party Section 3 Buyer to purchase from the portion other Securityholders on the date of the Warrant representing closing of such Transfer (a “Section 3 Closing”), a percentage of Warrant Shares equal to each such Securityholder’s shares of Company Common Stock that is the same as the percentage (the “Applicable Percentage”) of the Section 3 Seller’s shares of Company Common Stock owned by that the Drag-Along Transferor that are to be sold to Section 3 Buyer purchases from the Third Party Buyer (the “Applicable Portion”) at the same price (less, in the case of the Holder, the Exercise Price) and on and subject to the same terms and conditions offered to the Drag-Along Transferor and subject to Sections 5.2(b) and (c)Section 3 Seller, and (ciii) state the anticipated time and place of such Section 3 Closing, which (subject to such terms and conditions) shall occur not fewer than 15 days nor more than 120 days after the closing of the purchase and sale of the Applicable Portion of the Warrant (a “date such Drag-Along Closing”)Notice is delivered, provided, that if such Section 3 Closing shall not occur prior to the expiration of such 120-day period, the Section 3 Seller shall be entitled to deliver another Drag-Along Notice with respect to such Drag-Along Offer. The foregoing notwithstanding (A) no Drag-Along Notice delivered by SRK and the SRK Related Parties shall be effective unless (x) the transaction proposed by them would trigger the Final Reclassification and (y) Xx. Xxxxxx (or in the event of Xx. Xxxxxx’x death or incapacity such that he is unable to act Xx. Xxxxxx’x Representative) has approved such Drag-Along Notice, and (B) no Drag-Along Notice delivered by Carlyle shall be effective (x) prior to the Final Reclassification, unless the transaction proposed by it would trigger the Final Reclassification, (y) following the consummation of a Qualified IPO, unless Carlyle proposes to sell at least 85% of the Company Common Stock held by it in the proposed transaction, or (z) following the consummation of a Sale or Subsequent Sale, unless Carlyle proposes to sell all of the Company Common Stock held by it in the proposed transaction. Upon request of any Section 3 Seller, the Company shall provide the Section 3 Seller with a current list of the names and addresses of the other Securityholders.