Common use of Drag Along Right Clause in Contracts

Drag Along Right. (a) If at any time one or more Stockholder(s) propose to transfer Shares representing over 50% of all then-outstanding shares of Common Stock to any Person, and, such Stockholder(s) (the "DRAG-ALONG RIGHTHOLDERS") have received a bona fide, arm's length offer from an Offeror to purchase (including a purchase by merger, consolidation or similar transaction) all of the outstanding Shares or all or substantially all of the assets of Parent, the Drag-Along Rightholders may send written notice (the "DRAG-ALONG NOTICE") to Parent and the other Stockholders (such other Stockholders, collectively, the "DRAG-ALONG SELLERS") notifying them they will be required to sell all (but not less than all) of their Shares in such sale. Upon receipt of a Drag-Along Notice, each Drag-Along Seller receiving such notice shall be obligated to (i) sell all of its Shares in the transaction (including a sale or merger, consolidation or similar transaction) contemplated by the Drag-Along Notice on the same terms and conditions as the Drag-Along Rightholders (including payment of its pro rata share of all costs associated with such transaction) and (ii) otherwise take all action (or refrain from taking certain actions) necessary to cause the consummation of such transaction, including not exercising any appraisal rights in connection therewith. Each Drag-Along Seller further agrees to take all actions (including executing documents) in connection with the consummation of the proposed transaction as may reasonably be requested of it by the Drag-Along Rightholders.

Drag Along Right. (a) If at any time one or more Stockholder(s) propose to transfer Shares representing over 50% In the event the holders of all then-a majority of the Company’s equity securities then outstanding shares of Common Stock to any Person, and, such Stockholder(s) (the "DRAG-ALONG RIGHTHOLDERS"“Majority Shareholders”) have received a bona fide, arm's length offer from an Offeror determine to purchase (including a purchase by merger, consolidation sell or similar transaction) all otherwise dispose of the outstanding Shares or all or substantially all of the assets of Parentthe Company or all or fifty percent (50%) or more of the capital stock of the Company in each case in a transaction constituting a change in control of the Company, to any non-Affiliate(s) of the Company or any of the Majority Shareholders, or to cause the Company to merge with or into or consolidate with any non-Affiliate(s) of the Company or any of the Majority Shareholders (in each case, the Drag-Along Rightholders may send written notice “Buyer”) in a bona fide negotiated transaction (the "DRAG-ALONG NOTICE") to Parent and the other Stockholders (such other Stockholders, collectivelya “Sale”), the "DRAG-ALONG SELLERS") notifying them they will be required to sell all (but not less than all) Grantee, including any of their Shares in such sale. Upon receipt of a Drag-Along Noticehis or her successors as contemplated herein, each Drag-Along Seller receiving such notice shall be obligated to and shall upon the written request of a Majority Shareholders: (ia) sell all of its sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Shares in the transaction (including a sale or merger, consolidation or similar transaction) contemplated by the Drag-Along Notice on substantially the same terms applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities and conditions the exercise of exercisable securities as well as the Drag-Along Rightholders (including payment relative preferences and priorities of its pro rata share of all costs associated with such transaction) preferred stock); and (iib) otherwise execute and deliver such instruments of conveyance and transfer and take all action (or refrain from taking certain actions) necessary to cause the consummation of such transactionother action, including not exercising voting such Shares in favor of any appraisal rights in connection therewith. Each Drag-Along Seller further agrees to take all actions (including Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents) in connection with , as the consummation of Majority Shareholders or the proposed transaction as Buyer may reasonably be requested require in order to carry out the terms and provisions of it by the Drag-Along Rightholdersthis Section 5.

Drag Along Right. (ai) If at Anything contained herein to the contrary notwithstanding, if Third Point Re or any time one or more Stockholder(s) propose to transfer Shares representing over 50% of all then-outstanding shares of Common Stock to any Person, and, such Stockholder(s) Permitted Transferee thereof (the "DRAG-ALONG RIGHTHOLDERS"“Initiating Investor”) have received proposes, pursuant to a bona fidefide arm’s length agreement with an unrelated third party other than any Hiscox Competitor, arm's length offer from an Offeror to purchase (including a purchase by mergerA) the Transfer, consolidation directly or similar transaction) indirectly, of all of the outstanding Shares of the Company then held by Third Point Re and all of its Permitted Transferees, (B) the merger, amalgamation or consolidation of the Company with or into any other Person or Persons, or (C) the sale by the Company of all or substantially all of its assets to any other Person or Persons (each event described in clauses (A), (B) or (C), a “Sale Proposal”), then the assets Initiating Investor shall deliver a Sale Notice to each other Investor setting forth the details of Parentsuch Sale Proposal no later than 30 days prior to the proposed closing date thereof. The Initiating Investor shall have the right to require each other Investor to participate in such Sale Proposal (the “Drag Right”), the Drag-Along Rightholders may send written notice (exercise of which shall be clearly stated in the "DRAG-ALONG NOTICE") to Parent and Sale Notice. If the other Stockholders (such other Stockholders, collectively, Initiating Investor exercises the "DRAG-ALONG SELLERS") notifying them they will be required to sell all (but not less than all) of their Shares in such sale. Upon receipt of a Drag-Along NoticeDrag Right, each Drag-Along Seller receiving such notice other Investor shall be obligated (which obligation shall be enforceable by the Company) to participate in the transaction (ia “Required Sale”) contemplated by the Sale Proposal, and, if applicable, to sell all of its Shares in the transaction (including a sale or merger, consolidation or similar transaction) contemplated by the Drag-Along Notice on the same terms and conditions as the Drag-Along Rightholders (including payment of its pro rata share of all costs associated with such transaction) and (ii) otherwise to take all necessary action (or refrain from taking certain actions) necessary to cause the consummation of Company and the Investors to consummate such transactionRequired Sale, including not exercising including, if applicable, voting all Shares then owned by such Investor in favor of, or selling any Shares owned thereby in, such Required Sale and waiving any appraisal or similar rights in connection therewithsuch Investor may have under applicable law with respect thereto. Each Drag-Along Seller further agrees For avoidance of doubt, no Initiating Investor shall have any Drag Right with respect to take all actions (including executing documents) in connection with the consummation of the any proposed transaction as may reasonably be requested of it by the Drag-Along Rightholdersto which any Hiscox Competitor is party.

Drag Along Right. (a) If In the event that the Board and the holders of at any time one or more Stockholder(s) propose to transfer Shares representing over 50% least a majority of all then-the outstanding shares of Common Preferred Stock to any Person, and, such Stockholder(s(voting as a single class on an as-converted basis) (the "DRAG“Requisite Holders”) approves a Deemed Liquidation Event (as defined in the Restated Certificate) or transaction in which 50% or more of the voting power of the Stock is transferred (a “Drag-ALONG RIGHTHOLDERS"Along Event”), then, so long as the liability of each stockholder in such transaction is several (and not joint) have received and does not exceed the stockholder’s pro rata portion of any claim and the consideration to be paid to the stockholders in such transaction will be allocated as if the consideration were the proceeds to be distributed to the Company’s stockholders in a bona fideliquidation under the Company’s then-current Certificate of Incorporation, arm's length offer from an Offeror each Investor hereby agrees to purchase vote (including a purchase in person, by mergerproxy or by action by written consent, consolidation or similar transactionas applicable) all shares of the outstanding Shares Stock now or hereafter directly or indirectly owned of record or beneficially by such Investor in favor of, and adopt, such Drag-Along Event and to execute and deliver all or substantially all related documentation and take such other action in support of the assets of Parent, the Drag-Along Rightholders may send written notice Event as shall reasonably be requested by the Company in order to carry out the terms and provision of this Section 2.3, including without limitation executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (the "DRAG-ALONG NOTICE"free and clear of impermissible liens, claims and encumbrances) and any similar or related documents. The obligation of any party to Parent and the other Stockholders (such other Stockholders, collectively, the "DRAG-ALONG SELLERS") notifying them they will be required to sell all (but not less than all) of their Shares participate in such sale. Upon receipt of a Drag-Along NoticeEvent pursuant to this Section shall not apply to a Deemed Liquidation Event, each Drag-Along Seller receiving where the other party involved in such notice shall be obligated to (i) sell all of its Shares in the transaction (including a sale is an affiliate or merger, consolidation or similar transaction) contemplated by the Drag-Along Notice on the same terms and conditions as the Drag-Along Rightholders (including payment of its pro rata share of all costs associated with such transaction) and (ii) otherwise take all action (or refrain from taking certain actions) necessary to cause the consummation of such transaction, including not exercising any appraisal rights in connection therewith. Each Drag-Along Seller further agrees to take all actions (including executing documents) in connection with the consummation stockholder holding more than 20% of the proposed transaction as may reasonably be requested voting power of it by the Drag-Along RightholdersCompany.

Drag Along Right. 8.1 In the event that after March 13, 2009 the Holders (aas defined in Section 2.2(d)) If at any time one or holding more Stockholder(s) propose to transfer Shares representing over 50than 80% of all thenthe Series A Shares then in issue (on an as-outstanding shares of Common Stock to any Person, and, such Stockholder(sconverted basis) (the "DRAG-ALONG RIGHTHOLDERS"“Requisite Holders”) have received approve of the terms of a bona fidewritten offer for a Trade Sale (as defined below) and notify the Company of such approved offer, arm's length offer from an Offeror then, in any such event, each of holders of Series A Shares and the Ordinary Shareholders shall each consent to, vote for and raise no objections to purchase the proposed Trade Sale, and (including i) if the proposed Trade Sale is structured as a purchase by merger, consolidation or similar transaction) all sale of the outstanding Shares or all or substantially all of the assets of Parentassets, the Drag-Along Rightholders may send written notice (the "DRAG-ALONG NOTICE") to Parent holders of Series A Shares and the other Stockholders (Ordinary Shareholders shall each waive any dissenters’ rights, appraisal rights or any similar rights in connection with such other Stockholders, collectively, the "DRAG-ALONG SELLERS") notifying them they will be required to sell all (but not less than all) of their Shares in such sale. Upon receipt of a Drag-Along Notice, each Drag-Along Seller receiving such notice shall be obligated to (i) sell all of its Shares in the transaction (including a sale or merger, consolidation or similar transactionsale of assets, (ii) contemplated by if the Drag-Along Notice proposed Trade Sale is structured as a sale of shares, the holders of Series A Shares and the Ordinary Shareholders shall each agree to sell their shares in the capital of the Company on the same terms and conditions as of the Drag-Along Rightholders (including payment of its pro rata share of all costs associated with such transaction) proposed Trade Sale that are approved by the Requisite Holders, and (iiiii) otherwise the holders of Series A Shares and the Ordinary Shareholders shall each take all action (or refrain from taking certain actions) necessary to cause and desirable actions approved by the consummation of such transaction, including not exercising any appraisal rights in connection therewith. Each Drag-Along Seller further agrees to take all actions (including executing documents) Requisite Holders in connection with the consummation of the proposed transaction Trade Sale, including using commercially reasonable efforts to procure all other shareholders of the Company to consent to such sale as may well as the execution of such agreements and such instruments and other actions reasonably be requested necessary to (A) provide the representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such proposed Trade Sale and (B) effectuate the allocation and distribution of it by the Drag-Along Rightholdersaggregate consideration upon the consummation of the proposed Trade Sale.

Drag Along Right. (a) If at any time one or more Stockholder(s) propose to transfer Shares representing over 50% of all then-outstanding shares of Common Stock (on a non-fully diluted basis) to any Person, and, such Stockholder(s) (the "DRAG-ALONG RIGHTHOLDERS") have received a bona fide, arm's length offer from an Offeror to purchase (including a purchase by merger, consolidation or similar transaction) all of the outstanding Shares or all or substantially all of the assets of Parent, the Drag-Along Rightholders may send written notice (the "DRAG-ALONG NOTICE") to Parent and the other Stockholders (such other Stockholders, collectively, the "DRAG-ALONG SELLERS") notifying them they will be required to sell all (but not less than all) of their Shares in such sale. Upon receipt of a Drag-Along Notice, each Drag-Along Seller receiving such notice shall be obligated to (i) sell all of its Shares in the transaction (including a sale or merger, consolidation or similar transaction) contemplated by the Drag-Along Notice on the same terms and conditions as the Drag-Along Rightholders (including payment of its pro rata share of all costs associated with such transaction) and (ii) otherwise take all action (or refrain from taking certain actions) necessary to cause the consummation of such transaction, including not exercising any appraisal rights in connection therewith. Each Drag-Along Seller further agrees to take all actions (including executing documents) in connection with the consummation of the proposed transaction as may reasonably be requested of it by the Drag-Along Rightholders.

Drag Along Right. (a) If Subject to Section 4(d), if at any time one (i) during the Blockout Period, the JPMP Investors, or more Stockholder(s(ii) propose to transfer Shares representing over following the Blockout Period, any Investors owning, in the aggregate, at least 50% of all thenthe then outstanding Shares (in the case of either (i) and (ii), collectively, the “Drag-outstanding shares of Common Stock Along Sellers”) propose a sale to any Person, and, such Stockholder(sIndependent Third Party (a “Drag-Along Transferee”) (the "DRAG-ALONG RIGHTHOLDERS") have received in a bona fide, fide arm's ’s length offer from an Offeror to purchase transaction or series of transactions (including pursuant to a purchase by mergeragreement, consolidation tender offer, merger or similar transactionother business combination transaction or otherwise) of (A) a sufficient number of the Shares such Drag-Along Sellers own to effect a Change of Control or (B) during the Blockout Period, all of the outstanding Shares or all or substantially all of the assets of Parent, the Drag-Along Rightholders Sellers (in the case of either (A) or (B), an “Exit Sale”), then the Drag-Along Sellers may send written notice elect to require each other Investor (other than the "DRAG-ALONG NOTICE"JPMP Investors) to Parent and the other Stockholders (such other Stockholderssell all, collectively, the "DRAG-ALONG SELLERS") notifying them they will be required to sell all (but not less than all) , of their Shares in such sale. Upon receipt other Investor’s Shares, as a part of a the Exit Sale to such Drag-Along NoticeTransferee, each Drag-Along Seller receiving such notice at the purchase price and upon the terms and subject to the conditions of the Exit Sale (all of which shall be obligated to (i) sell all of its Shares set forth in the transaction (including a sale or merger, consolidation or similar transaction) contemplated by the Drag-Along Notice on as hereinafter defined) and may also require each other Investor (other than the JPMP Investors) to vote in favor of such Exit Sale or act by written consent approving the same terms with respect to all Shares owned by such Investor, as necessary or desirable to authorize, approve and conditions as adopt the Exit Sale. In the event that any Investor shall fail to vote the Shares in favor of the Exit Sale, such Investor shall, upon such failure to so vote, be deemed immediately to have granted the Drag-Along Rightholders (including payment Sellers a proxy to vote such Investor’s Shares in favor of its pro rata share of all costs associated with the Exit Sale. Such Investor acknowledges that each such transaction) and (ii) otherwise take all action (or refrain from taking certain actions) necessary to cause the consummation of such transactionproxy granted hereby, including not exercising any successive proxy, if necessary, is being given to secure the performance of an obligation hereunder, is coupled with an interest, and shall be irrevocable until such obligation is performed. Without limiting the foregoing, if an Exit Sale requires the approval of the Company’s stockholders, each Investor (other than the JPMP Investors) shall waive any dissenters’ rights, appraisal rights or similar rights in connection therewithwith such Exit Sale. Each Drag-Along Seller further agrees In the event that an Exit Sale is proposed pursuant to take this Section 4, all actions (including executing documents) in connection with outstanding proposals to Transfer Shares shall immediately be withdrawn and no Transfer of Shares shall be consummated until the consummation expiration of the proposed transaction as may reasonably be requested of it by the Drag-Along Rightholderstime period provided for in Section 4(e).

Drag Along Right. (a) If at any time one or more Stockholder(s) propose Subject to transfer Shares representing over 50% Section 5.2(b), if the Majority Onex Investors approve a Sale of all then-outstanding shares of Common Stock to any Person, and, such Stockholder(s) the Company (the "DRAG-ALONG RIGHTHOLDERSAPPROVED SALE"), the Stockholders will consent to and raise no objections to the Approved Sale and (i) have received if the Approved Sale is structured as a bona fidesale of Shares, arm's length offer from an Offeror to purchase the Stockholders will sell the types and classes of securities in the same relative proportions as do Onex Investors or Affiliates of Ones Investors on the terms and conditions approved by the Majority Onex Investors, (including ii) if the Approved Sale is structured as a purchase by merger, consolidation or similar transactionother reorganization, the Stockholders will vote in favor thereof and will not exercise any dissenters' rights of appraisal they may have under Delaware law, and (iii) all if the Approved Sale is structured as a sale of the outstanding Shares or all or substantially all of the assets of ParentCompany's consolidated assets, the Drag-Along Rightholders may send written notice (the "DRAG-ALONG NOTICE") Stockholders will vote in favor thereof. The Stockholders will use their best efforts to Parent and the other Stockholders (such other Stockholders, collectively, the "DRAG-ALONG SELLERS") notifying them they will be required to sell all (but not less than all) of their Shares in such sale. Upon receipt of a Drag-Along Notice, each Drag-Along Seller receiving such notice shall be obligated to (i) sell all of its Shares cooperate in the transaction (including a sale or merger, consolidation or similar transaction) contemplated by the Drag-Along Notice on the same terms Approved Sale and conditions as the Drag-Along Rightholders (including payment of its pro rata share of all costs associated with such transaction) and (ii) otherwise will take all action (or refrain from taking certain actions) necessary to cause the consummation of such transaction, including not exercising any appraisal rights in connection therewith. Each Drag-Along Seller further agrees to take all and desirable actions (including executing documents) in connection with the consummation of the proposed transaction Approved Sale as may are reasonably be requested of it by the Drag-Along RightholdersMajority Onex Investors, including, but not limited to, entry into agreements and provision of representations, warranties and indemnification, provided, that no Stockholder shall be required to enter into substantively different agreements or provide substantively different representations and warranties or indemnification than any other Stockholder and each Stockholder's obligations thereunder shall be several and limited to the proceeds received by such Stockholder in connection with such Approved Sale.

Drag Along Right. (a) 4.1. If at any time one or more Stockholder(s) propose to transfer Shares representing over 50% the holders of all then-outstanding shares a majority of Common the Series A Stock to any Person, and, such Stockholder(s) (the "DRAG-ALONG RIGHTHOLDERS"“Triggering Investors”) have received shall approve in writing or by meeting, as evidenced by a bona fidewriting reflecting such approval, arm's length offer from an Offeror to purchase (including a purchase by mergerSale, consolidation or similar transaction) all of then the outstanding Shares or all or substantially all of the assets of Parent, the Drag-Along Rightholders may send Company shall provide written notice of such approval (the "DRAG-ALONG NOTICE"“Sale Notice”) to Parent the other Investors and the other Stockholders Common Holders (such other Stockholders, collectively, the "DRAG-ALONG SELLERS") notifying them they will “Other Holders”), which notice shall include reasonable details of the Sale, including the proposed time and place of the closing and the consideration to be required to sell all (but not less than all) of their Shares in such salereceived by the Triggering Investors and the Other Holders. Upon receipt the expiration of a Drag-Along ten (10) day period after the Other Holders receive the Sale Notice, each Drag-Along Seller receiving such notice of the Other Holders shall be obligated to and shall: (ia) sell sell, transfer and deliver, or cause to be sold, transferred and delivered, to the proposed purchaser or transferee all of his, her or its Shares shares of capital stock of the Company in the transaction (including a sale or merger, consolidation or similar transaction) contemplated by Sale at the Drag-Along Notice closing thereof on the same terms and conditions for the same consideration, according to the different rights and preferences of each class and series of capital stock of the Company pursuant to the Certificate, as that received by the Drag-Along Rightholders Triggering Investors (including payment of its pro rata share and deliver certificates for such shares at the closing, free and clear of all costs associated with such transaction) liens and encumbrances); and (iib) otherwise take if stockholder approval of the Sale is required, vote all action (of his, her or refrain from taking certain actions) necessary its shares of capital stock of the Company, or provide an irrevocable proxy to cause vote his, her or its shares, in favor thereof. Notwithstanding the consummation foregoing, no Triggering Investor or Other Holder subject to this Section 4 shall be required to make any representations or warranties or provide any indemnities in any agreement used to effect a Sale, except relating to ownership of capital stock of the Company by such Triggering Investor or Other Holder, their due execution of such transaction, including not exercising any appraisal rights in connection therewith. Each Drag-Along Seller further agrees agreement and the enforceability of such agreement as to take all actions (including executing documents) in connection with the consummation of the proposed transaction as may reasonably be requested of it by the Drag-Along Rightholderssuch Triggering Investor or Other Holder.

Drag Along Right. 9.11.1 After the Completion, if the Listing does not occur till the Listing Due Date, then upon the expiry of the Listing Due Date, if the Promoter proposes to: (ai) If at any time one or more Stockholder(s) propose Transfer all of its Equity Securities to transfer Shares representing over 50% of all then-outstanding shares of Common Stock to any Person, and, such Stockholder(s) (the "DRAG-ALONG RIGHTHOLDERS") have received a bona fide, arm's length offer from fide third party (not being an Offeror to purchase (including a purchase by merger, consolidation Affiliate or similar transaction) all portfolio entity of the outstanding Shares Promoter or all or substantially all a Related Party of the assets of ParentPromoter or the Company), or (ii) merge or consolidate the Drag-Along Rightholders may send written notice Company with any other entity (each, a “Drag Sale”), then the "DRAG-ALONG NOTICE"Promoter shall have the right but not the obligation to require the Investor (along with its Affiliates) to Parent and the other Stockholders (such other StockholdersTransfer all, collectively, the "DRAG-ALONG SELLERS") notifying them they will be required to sell all (but not less than all) of their Shares in such sale. Upon receipt of a Drag-Along Notice, each Drag-Along Seller receiving such notice shall be obligated to (i) sell all of its Shares in the transaction (including a sale or merger, consolidation or similar transaction) contemplated Equity Securities then held by the Drag-Along Notice Investor (“Drag Shares”), provided that the Promoter shall not have the right to cause a Drag Sale to occur unless: (a) the sale of the Equity Securities of the Investor is at the same price per Equity Security and on the same terms and conditions as offered to the Drag-Along Rightholders Promoter in relation to the Securities being sold by the Promoter; (including payment b) the consideration for the Drag Sale is payable entirely in cash; (c) the sale of its pro rata share the Equity Securities of all costs associated the Investor should provide the Investor with such transactiona minimum IRR of 20% (twenty percent) of the Investment Amount, to be reckoned from the Completion Date; and (iid) otherwise take all action (or refrain from taking certain actions) necessary to cause the consummation Transfer of such transaction, including not exercising any appraisal rights in connection therewith. Each Drag-Along Seller further agrees to take all actions (including executing documents) in connection Equity Securities of the Investor is completed simultaneously with the consummation completion of the proposed transaction as may reasonably be requested Transfer of it Equity Securities held by the Drag-Promoter to the proposed third party buyer (such right of the Promoter being the “Drag Along RightholdersRight”).

Drag Along Right. 6.6.1. Subject to Sections 5.2.3.2, 5.2.4.2 and 5.2.5.1, if the Members holding fifty-five percent (a55%) If at any time one or more Stockholder(s) propose of the voting Interests (on an as converted to transfer Shares representing over 50% of all then-outstanding shares of Common Stock to any Person, and, such Stockholder(sInterests basis) (the "DRAG“Drag-ALONG RIGHTHOLDERS"along Holders”) have received approve a Capital Transaction with a Person who is not an Affiliate of any Member or the Company and on bona fide, arm's ’s length offer from an Offeror to purchase terms (including a purchase by merger, consolidation or similar transaction) all of the outstanding Shares or all or substantially all of the assets of Parent“Drag-along Sale”), the Drag-Along Rightholders may send along Holders may, by written notice (the "DRAG-ALONG NOTICE") to Parent and the other Stockholders (such other Stockholdersagreement, collectively, the "DRAG-ALONG SELLERS") notifying them they will be required to sell require all (but not less than all) all of their Shares the other Members to participate in such saleDrag-along Sale. Upon receipt For the avoidance of doubt, a Drag-Along Noticealong Sale approved pursuant to this Section 6.6 shall not be subject to Section 6.2, each Section 6.3, Section 6.5 or Section 6.7 of this Agreement. Not later than thirty (30) days prior to the proposed date of the Drag-Along Seller receiving such along Sale, the Drag-along Holders shall provide written notice of the Drag-along Sale to the Members (“Drag-along Notice”). The Drag-along Notice shall identify the transferee, the Interests subject to the Drag-along Sale, the total consideration per Interest (on an as converted to Common Interests basis) for which a transfer is proposed to be made (the “Drag-along Sale Price”) and all other material terms and conditions of the Drag-along Sale. Each Member shall be obligated required to participate in, vote in favor of, and Transfer their Interests pursuant to, and otherwise to execute and deliver such documents as may be reasonably requested by the transferee or acquirer in connection with any Drag-along Sale, including, without limitation, written consents of the Members, proxies, letters of transmittal, purchase agreements, and assignments of membership interests, on the terms and conditions set forth in the Drag-along Notice and to tender all Interests (the “Drag-along Interests”) owned by such Members at the time the Drag-along Notice is delivered; provided that this Section 6.6 shall only apply to a Drag-along Sale to the extent that: (i) sell all of its Shares in the transaction (including case of representations, warranties, covenants, indemnities and agreements pertaining specifically to a sale or mergerMember and not the Company, consolidation or similar transaction) contemplated by the Drag-Along Notice on the same terms each Member shall only be required to make comparable representations, warranties, covenants, indemnities and conditions as the Drag-Along Rightholders (including payment of its pro rata share of all costs associated with such transaction) and agreements pertaining specifically to itself, (ii) otherwise take all action indemnification obligations with respect to the Company that are required by such Drag-along Sale shall be on a pro rata basis based on the consideration received by the Members; (iii) in no event shall any such indemnification obligations exceed the proceeds received by a Member pursuant to such Drag-along Sale, (iv) the Lead Series A Investor and the Lead Series B Investor shall not be required to enter into any non-compete, non-solicitation or refrain from taking certain actions) necessary to cause the consummation other similar type of such transaction, including not exercising any appraisal rights arrangement in connection therewith. Each with such Drag-Along Seller further agrees to take all actions along Sale, (including executing documentsv) no Member is liable for the breach of any representation, warranty or covenant made by any other Person in connection with the consummation Drag-along Sale, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the proposed transaction Company as may reasonably well as breach by any Member of any identical representations, warranties and covenants provided by all Members), (vi) each holder of each class or series of the Company’s Interests will receive the same form of consideration for their Interests of such class or series as is received by other holders in respect of their Interests of such same class or series, (vii) subject to clause (x) below, each holder of a series of Preferred Interests will receive the same amount of consideration per Interest of such series of Preferred Interests as is received by other holders in respect of their Interests of such same series, (viii) subject to clause (x) below, each holder of Common Interests will receive the same amount of consideration per Common Interest as is received by other holders in respect of their Common Interests, (ix) the aggregate consideration receivable by all holders of Preferred Interests and Common Interests shall be requested allocated among the holders of it by Preferred Interests and Common Interests on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Interests and the holders of Common Interests are entitled in a Deemed Liquidation Event (assuming for this purpose that the Drag-Along Rightholdersalong Sale is a Deemed Liquidation Event) in accordance with this Agreement as in effect immediately prior to the Drag-along Sale, and (x) if any holders of Interests are given an option as to the form and amount of consideration to be received as a result of the Drag-along Sale, all holders of Interests will be given the same option. If the Drag-along Sale is not completed within ninety (90) days after the date of the Drag-along Notice, the Drag-along Sale shall terminate, and all restrictions on Transfer contained in this Agreement or otherwise applicable at such time with respect to Drag-along Interests owned by the Members shall again be in effect.

Drag Along Right. (a) If at any time one or more Stockholder(s) members of the Platinum Group propose to transfer sell or cause the sale of a majority of the outstanding Shares representing over 50% beneficially owned by the Platinum Group to a Third Party in any arm’s-length transaction or series of all then-outstanding shares related transactions, then Platinum shall have the right to deliver a written notice (a “Buyout Notice”) to each Stockholder which shall state (i) that Platinum (or the applicable parties) proposes to effect such transaction, (ii) the identity of Common Stock the Third Party and the proposed purchase price per Share to be paid and any Personother material terms and conditions, andand (iii) the projected closing date of such sale. Each Stockholder agrees that, upon receipt of a Buyout Notice, such Stockholder(sStockholder shall be obligated to sell in such transaction the same percentage of the Shares held by such Stockholder as the Platinum Group proposes to sell upon the terms and conditions of such transaction (and otherwise take all necessary action to cause consummation of the proposed transaction); provided, that in no event shall such Stockholder be required to make any representations or provide any indemnities other than (A) on a proportionate basis, or (B) with respect to matters relating solely to such Stockholder, such as representations as to title to Shares to be transferred by such Stockholder, and no Stockholder shall be obligated in connection with such Transfer to agree to indemnify or hold harmless the "DRAG-ALONG RIGHTHOLDERS") have received transferee with respect to an amount in excess of the sum of the net cash and value of other proceeds paid to such Stockholder in connection with such Transfer. In the event that any such Transfer is structured as a bona fide, arm's length offer from an Offeror to purchase (including a purchase by merger, consolidation or similar transaction) all of the outstanding Shares or all or substantially all of the assets of Parent, the Drag-Along Rightholders may send written notice (the "DRAG-ALONG NOTICE") to Parent and the other Stockholders (such other Stockholders, collectively, the "DRAG-ALONG SELLERS") notifying them they will be required to sell all (but not less than all) of their Shares in such sale. Upon receipt of a Drag-Along Noticebusiness combination, each Drag-Along Seller receiving such notice shall be obligated Stockholder hereby agrees to (i) sell all vote in favor of its Shares in the transaction (including a sale or merger, consolidation or similar transaction) contemplated acting by the Drag-Along Notice on the same terms and conditions as the Drag-Along Rightholders (including payment of its pro rata share of all costs associated with such transactionwritten consent if requested) and (ii) otherwise take all action (to waive any dissenter’s, appraisal or refrain from taking certain actions) necessary to cause the consummation of other similar rights such transaction, including not exercising any appraisal rights in connection therewith. Each Drag-Along Seller further agrees to take all actions (including executing documents) in connection with the consummation of the proposed transaction as Stockholder may reasonably be requested of it by the Drag-Along Rightholdershave.

Drag Along Right. With respect to any proposed transfer, sale or other ---------------- disposition which is not a Permitted Transfer (aa "Proposed Drag-Along Transfer") If at any time by one or more Stockholder(s) propose to transfer Shares representing over 50% of all then-outstanding shares of Common Stock to any Person, and, such Stockholder(s) Stockholders (the "DRAG-ALONG RIGHTHOLDERSProposed Transferors") have received of Shares comprising a bona fide, arm's length offer from an Offeror to purchase (including a purchase by merger, consolidation or similar transaction) all majority of the outstanding Shares or held by all or substantially all of the assets of ParentStockholders to a proposed bona fide purchaser (a "Proposed Transferee"), the DragProposed Transferors shall have a "drag-Along Rightholders may send written notice (the "DRAG-ALONG NOTICE") along" right to Parent and the other require all Stockholders (such other Stockholders, collectively, the "DRAG-ALONG SELLERS") notifying them they will be required to sell all (but not less than all) of their Shares (assuming, in the case of Warrants, exercise or conversion into Common Stock or Preferred Stock in accordance with its terms) in the Proposed Drag-Along Transfer to the Proposed Transferee at the same price per Share and upon the same terms and conditions as the Proposed Drag-Along Transfer by the Proposed Transferors, subject to Section 4.2 below. The Proposed Transferors shall, not less than 45 nor more than 90 days prior to the Proposed Drag-Along Transfer, notify, or cause to be notified, each of the other Stockholders and the Company in writing of such saleProposed Drag-Along Transfer. Upon receipt of a Such notice (the "Drag-Along Notice, each Drag-Along Seller receiving such notice ") shall be obligated to set forth: (i) a statement that the Proposed Transferors intend to sell all of its Shares in the transaction (including a sale or merger, consolidation or similar transaction) contemplated by the Proposed Drag-Along Notice on Transfer, (ii) the same name and address of the Proposed Transferee, (iii) the proposed amount and form of consideration and terms and conditions as the Drag-Along Rightholders (including of payment of its pro rata share of all costs associated with offered by such transaction) Proposed Transferee and (iiiv) otherwise take all action (or refrain from taking certain actions) necessary that the Proposed Transferee has been informed of the drag-along right provided for in this Article IV and has agreed to cause purchase the consummation of such transaction, including not exercising any appraisal rights Shares held by the Stockholders in connection therewith. Each Drag-Along Seller further agrees to take all actions (including executing documents) in connection accordance with the consummation of the proposed transaction as may reasonably be requested of it by the Drag-Along Rightholdersterms hereof.

Drag Along Right. (a) If at any time BH intends to sell, directly or indirectly, to one or more Stockholder(sthird party purchasers, (i) propose more than twenty-five (25%) of its Interest (in one or more related transactions), or (ii) any portion of its Interest as part of a transaction immediately after which BH will no longer Control the Company, BH may, in its discretion, whether or not DD-CTP exercises its rights pursuant to transfer Shares representing over 50% of Section 9.5 above, require DD-CTP and any other Members (all then-outstanding shares of Common Stock to any Person, and, such Stockholder(s) (the "DRAG-ALONG RIGHTHOLDERS") have received a bona fide, arm's length offer from an Offeror to purchase (including a purchase by merger, consolidation or similar transaction) all of the outstanding Shares or all or substantially all of the assets of ParentMembers other than BH, the Drag“Other Members”) to sell their Interests pursuant to and in accordance with the terms and conditions of such sale, subject to the condition that if DD-Along Rightholders may send CTP or any of its Affiliates is obligated on a Financing Guaranty such Financing Guaranty is released in connection with such sale. If BH elects to exercise its rights pursuant to this Section 9.6, BH shall give written notice (the "DRAG-ALONG NOTICE") to Parent and the other Stockholders (such other Stockholders, collectively, the "DRAG-ALONG SELLERS") notifying them they will be required to sell all (but not less than all) of their Shares in such sale. Upon receipt of a “Drag-Along Notice”) to the Other Members that BH intends to sell its Interest (or portion thereof), each Drag-Along Seller receiving such notice shall be obligated to (i) sell all of its Shares in the transaction (including a sale or merger, consolidation or similar transaction) contemplated by the which Drag-Along Notice on shall set forth the same purchase price at which an unrelated third party purchaser has proposed to purchase such Interest (or portion thereof) and the other material terms of such proposed sale (as proportionately adjusted to reflect the acquisition of BH’s Interest and conditions expressed as the purchase price for each one (1%) percent of interest in the Company, the “Drag-Along Rightholders (including payment of its pro rata share of all costs associated with such transaction) and (ii) otherwise take all action (or refrain from taking certain actions) necessary to cause the consummation of such transaction, including not exercising any appraisal rights in connection therewithPurchase Price”). Each Drag-Along Seller further agrees to take all actions (including executing documents) The consideration received in connection with such sale shall be allocated between BH and the consummation of Other Members in proportion with the proposed transaction as may reasonably be requested of it Interest sold by the Drag-Along Rightholderseach party.

Drag Along Right. (a) If at any time one an Investor or more Stockholder(s) propose group of Investors with an aggregate Investor Percentage Interest equal to transfer Shares representing over or greater than 50% of all then-outstanding shares of Common Stock to any Person, and, such Stockholder(s) (the "DRAG-ALONG RIGHTHOLDERS"“Dragging Investor”) have received proposes to consummate a bona fideCompany Sale to a Third Party Purchaser (a “Drag Third Party Purchaser”) in exchange for cash and/or freely transferable and marketable securities (such a transaction, arm's length offer from an Offeror to purchase (including a purchase by merger, consolidation or similar transaction) all of the outstanding Shares or all or substantially all of the assets of Parent, the “Drag-Along Rightholders may send written notice (Sale”), then such Dragging Investors shall have the "DRAG-ALONG NOTICE") right to Parent and the other Stockholders (such other Stockholders, collectively, the "DRAG-ALONG SELLERS") notifying them they will be required require each Investor to sell all (but not less than all) of their include its Common Shares in such sale. Upon receipt of a Drag-Along Notice, each Drag-Along Seller receiving such notice shall be obligated to (i) sell all of Company Sale and/or vote its Common Shares and take any other actions in the transaction (including a sale or merger, consolidation or similar transaction) contemplated by the Drag-Along Notice furtherance thereof on the same terms and conditions as applicable to the Dragging Investors, including by waiving any appraisal or similar rights with respect to the Drag-Along Rightholders Sale and executing any action by written consent of the Investors. Such right shall be exercisable by written notice (including payment of its pro rata share of all costs associated with a “Buyout Notice”) given to each Investor other than the Dragging Investors that shall state (i) that such transaction) and Dragging Investors propose to effect the Drag-Along Sale to such Drag Third Party Purchaser, (ii) the name of the Drag Third Party Purchaser, and (iii) the purchase price the Drag Third Party Purchaser is paying for the Common Shares and that shall include a copy of any definitive agreements in connection with such Drag-Along Sale. Each such Investor agrees that, upon receipt of a Buyout Notice, such Investor shall be obligated to sell all of its Common Shares for the purchase price set forth in the Buyout Notice (on the same price and with the same (but proportionate) amount of consideration or choice of consideration given to all other Investors) and on the other terms and subject to the conditions of such transaction (and otherwise take all reasonably necessary action (or refrain from taking certain actions) necessary to cause the consummation of such transaction, including not exercising any appraisal rights in connection therewith. Each Drag-Along Seller further agrees to take all actions (including executing documents) in connection with the consummation of the proposed transaction as may reasonably be requested of it by the Drag-Along Rightholderstransaction).

Drag Along Right. (a) If Notwithstanding anything contained herein to the contrary, if at any time one (i) the holders of a 75% majority-in-interest of the Common Stock, the Series A Convertible Preferred Stock, and the Series B Convertible Preferred Stock (voting as a single class on an as converted basis), and (ii) the Board of Directors of the Company shall approve (x) a bona fide arms length proposal from a person for the transfer, directly or more Stockholder(s) propose to transfer Shares representing over 50% indirectly, of all then-outstanding shares of the Common Stock to any Personsuch person, and, such Stockholder(s(y) (the "DRAG-ALONG RIGHTHOLDERS") have received a bona fide, arm's length offer from an Offeror to purchase (including a purchase by merger, merger or consolidation or similar transaction) all of the outstanding Shares Company with or into another person in which the stockholders of the Company will receive cash or securities of any other person for their shares or (z) the sale by the Company of all or substantially all of its assets to a person, in each of the assets above cases for a specified price payable in cash or otherwise and on specified terms and conditions (a "Sale Proposal"), then the Board of Parent, Directors of the Drag-Along Rightholders may send written Company shall deliver a notice (the a "DRAG-ALONG NOTICERequired Sale Notice") with respect to Parent such Sale Proposal to each Common Stockholder and each Preferred Stockholder stating that the other Stockholders (Sale Proposal has been approved in the manner provided in this Section 8. Each such other StockholdersCommon Stockholder and Preferred Stockholder, collectively, the "DRAG-ALONG SELLERS") notifying them they will be required to sell all (but not less than all) of their Shares in such sale. Upon upon receipt of a Drag-Along Required Sale Notice, each Drag-Along Seller receiving such notice shall be obligated obligated, which obligation shall be enforceable by the Company, if applicable, to (i) sell all of its Shares their Stock and participate in the transaction (including a sale or merger, consolidation or similar transaction"Required Sale") contemplated by the Drag-Along Notice Sale Proposal, vote their shares of Stock in favor of such Sale Proposal at any meeting of stockholders of the Company called to vote on the same terms or approve such Sale Proposal and conditions as the Drag-Along Rightholders (including payment of its pro rata share of all costs associated with such transaction) and (ii) otherwise to take all necessary action (or refrain from taking certain actions) necessary to cause the consummation of Company, the Common Stockholders and the Preferred Stockholders to consummate such transaction, including not exercising any appraisal rights in connection therewith. Each Drag-Along Seller further agrees to take all actions (including executing documents) in connection with the consummation of the proposed transaction as may reasonably be requested of it by the Drag-Along RightholdersRequired Sale.

Drag Along Right. (a) If Anything contained herein to the contrary notwithstanding, if at any time one after the terms and provisions of Section 5 shall not apply pursuant to the terms of Section 5, the Board, with the consent of the director(s) to be appointed to the Board of Directors of the Company by Signal, shall approve (i) a bona fide arms length proposal from a Person for the Transfer, directly or more Stockholder(s) propose to transfer Shares representing over 50% indirectly, of all then-outstanding shares or a majority of Common the Stock of the Company to any such Person, and, such Stockholder(s(ii) (the "DRAG-ALONG RIGHTHOLDERS") have received a bona fide, arm's length offer from an Offeror to purchase (including a purchase by merger, merger or consolidation or similar transaction) all of the outstanding Shares Company with or into another Person in which the Stockholders will receive cash or securities of any other Person for their shares or (iii) the sale by the Company of all or substantially all of its assets to a Person, in each of the assets above cases for a specified price payable in cash or otherwise and on specified terms and conditions (a "Sale Proposal"), then the Board may deliver a notice (a "Required Sale Notice") with respect to such Sale Proposal to each other Stockholder (as well as each other holder of Parentany shares of Stock) stating that Signal has approved the Sale Proposal, the Drag-Along Rightholders may send written notice (Company proposes to effect the "DRAG-ALONG NOTICE") to Parent Sale Proposal and providing the identity of the Persons involved in such Sale Proposal and the other Stockholders (terms thereof. Each such other StockholdersStockholder and the members of the Group thereof, collectively, the "DRAG-ALONG SELLERS") notifying them they will be required to sell all (but not less than all) of their Shares in such sale. Upon upon receipt of a Drag-Along Required Sale Notice, each Drag-Along Seller receiving such notice shall be obligated to (i) sell all of its Shares their Stock and participate in the transaction (including a sale or merger, consolidation or similar transaction"Required Sale") contemplated by the Drag-Along Notice Sale Proposal, vote their shares of Stock in favor of such Sale Proposal at any meeting of Stockholders called to vote on the same terms or approve such Sale Proposal and conditions as the Drag-Along Rightholders (including payment of its pro rata share of all costs associated with such transaction) and (ii) otherwise to take all necessary action (or refrain from taking certain actions) necessary to cause the consummation of Company and the Stockholders to consummate such transactionRequired Sale. Any such Required Sale Notice may be rescinded by the Board, including not exercising any appraisal rights in connection therewith. Each Drag-Along Seller further agrees to take all actions (including executing documents) in connection with the consummation written consent of Signal, by delivering written notice thereof to all of the proposed transaction as may reasonably be requested of it by the Drag-Along RightholdersStockholders.

Drag Along Right. (aA) If at (I) the Company or any time one or Member receives any bona fide offer to enter into a Proposed Acquisition Transaction, (II) Members holding more Stockholder(sthan fifty percent (50%) propose to transfer Shares representing over 50% of all then-outstanding shares of Common Stock to any Person, and, such Stockholder(s) (the "DRAG-ALONG RIGHTHOLDERS") have received a bona fide, arm's length offer from an Offeror to purchase (including a purchase by merger, consolidation or similar transaction) all of the outstanding Shares or all or substantially all Units of the assets Company desire to accept such offer (the “Drag-Along Members”), and (III) the Board of ParentManagers has approved the Proposed Acquisition Transaction (unless the Proposed Acquisition Transaction does not require Board of Managers approval), then the Drag-Along Rightholders may send Members shall have the right (the “Drag-Along Right”), exercisable by delivering written notice (to the "DRAG-ALONG NOTICE") to Parent Company and the other Stockholders Members including the material terms and conditions of the Proposed Acquisition Transaction (such other Stockholders, collectively, the "DRAG-ALONG SELLERS") notifying them they will be required to sell all (but not less than all) of their Shares in such sale. Upon receipt of a “Drag-Along Notice”), each Drag-Along Seller receiving to cause all of the other holders of Units and other Equity Securities to take such notice shall actions as may be obligated necessary to consummate the Proposed Acquisition Transaction, including but not limited to (i1) sell all voting in favor of, or granting their prior written consent to, the Proposed Acquisition Transaction in their capacities as Members of its Shares the Company, (2) causing any Managers designated by such Members to vote in favor of, or grant their prior written consent to, the Proposed Acquisition Transaction, (3) selling or exchanging their Units and other Equity Securities to the proposed purchaser or acquirer in the transaction Proposed Acquisition Transaction, and (including a sale 4) taking any other actions that may be reasonably necessary or mergerappropriate to consummate the Proposed Acquisition Transaction, consolidation or similar transaction) contemplated by all on the price and other terms set forth in the Drag-Along Notice on the same terms and conditions as the Drag-Along Rightholders (including payment of its pro rata share of all costs associated with such transaction) and (ii) otherwise take all action (or refrain from taking certain actions) necessary to cause the consummation of such transaction, including not exercising any appraisal rights in connection therewith. Each Drag-Along Seller further agrees to take all actions (including executing documents) in connection with the consummation of the proposed transaction as may reasonably be requested of it by the Drag-Along RightholdersNotice.