Common use of Drag Along Right Clause in Contracts

Drag Along Right. In the event the holders of a majority of the Company’s equity securities then outstanding (the “Majority Shareholders”) determine to sell or otherwise dispose of all or substantially all of the assets of the 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 “Buyer”) in a bona fide negotiated transaction (a “Sale”), the Grantee, including any of his or her successors as contemplated herein, shall be obligated to and shall upon the written request of the Majority Shareholders: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Shares 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 the exercise of exercisable securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this Section 5. The obligations under this Section 5 shall terminate in accordance with Section 10(b).

Drag Along Right. In the event the holders of a majority of the Company’s equity securities voting capital stock then outstanding (the “Majority Shareholders”) determine to sell or otherwise dispose of all or substantially all of the assets of the 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) Person (other than an Affiliate 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) Person (other than an Affiliate of the Company or any of the Majority Shareholders Shareholders) (in each case, the “Buyer”) in a bona fide negotiated transaction (a “Sale”), each Holder of Shares issued under the Grantee, including any of his or her successors as contemplated hereinPlan, shall be obligated to and shall upon the written request of the Majority Shareholders: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Shares issued under the Plan that are then presently held by such Holder or that will be issued as a result of any such transaction 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 the exercise of exercisable securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, documents as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this Section 5. The obligations under this Section 5 shall terminate in accordance with Section 10(b)9.2.

Drag Along Right. In (a) Subject to the event terms of Section 8(b) and notwithstanding the holders of a majority of the Company’s equity securities then outstanding requirements that would otherwise apply pursuant to Section 8(c), if any one or more Stockholders (the “Majority ShareholdersCompellors”) determine shall, in any transaction or series of related transactions, directly or indirectly, propose to sell or otherwise dispose of all or substantially all of for value in the assets of the Company or all or fifty aggregate at least seventy-six percent (5076%) 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 then outstanding Applicable Shares (in each case, the “BuyerControlling Shares”) in to a bona fide negotiated transaction third party or parties (a the “SaleDrag-Along Purchaser(s)”) other than Specified Transferees of such Compellors (the “Drag-Along Offer”), the Granteeprovisions set forth in this Section 6 shall apply at the option of the Compellors. The Compellors may, at their option, require all of the other Stockholders, including any Permitted Transferees thereof (the “Compelled Stockholders”), to sell all shares of his Capital Stock owned or her successors as contemplated hereinheld by them (or, shall be obligated to and shall upon if the written request Compellors are not selling all of the Majority Shareholders: shares of Capital Stock owned by the Compellors, then the same portion of the shares of Capital Stock owned or held by the Compelled Stockholders as the Compellors are selling) to such Drag-Along Purchaser(s) for the same consideration (a) sellor, transfer and deliver, or cause to be sold, transferred and delivered, if there is a choice as to the Buyerform of consideration, his or her Shares then each Compelled Stockholder shall have the same choice as the Compellors, provided that, in the event that any securities are part of the consideration payable, any Stockholder that is not an “accredited investor” within the meaning of Rule 501 under the Securities Act may, in the sole discretion of the Board of Directors of the Corporation (the “Board”), receive, and hereby agrees to accept, in lieu of securities, cash consideration with an equivalent value to such securities as reasonably determined by the Board) and otherwise on substantially the same terms applicable and conditions upon which the Compellors sell their shares of Capital Stock, subject to the Majority Shareholders (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities and the exercise of exercisable securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this Section 5. The obligations under this Section 5 shall terminate in accordance with Section 10(b)6.

Drag Along Right. In the event the holders of a majority of the Company’s equity securities voting capital stock then outstanding (the “Majority Shareholders”) determine to sell or otherwise dispose of all or substantially all of the assets of the 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) Person (other than an Affiliate 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) Person (other than an Affiliate of the Company or any of the Majority Shareholders Shareholders) (in each case, the “Buyer”) in a bona fide negotiated transaction (a “Sale”), each Holder of Shares issued under the Grantee, including any of his or her successors as contemplated hereinPlan, shall be obligated to and shall upon the written request of the Majority Shareholders: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Shares issued under the Plan that are then presently held by such Holder or that will be issued as a result of any such transaction 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 the exercise of exercisable securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, documents as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this Section 5. The obligations under this Section 5 shall terminate in accordance with Section 10(b)10.2.

Drag Along Right. In the event the holders of a majority of the Company’s equity securities then outstanding (the “Majority Shareholders”) determine to sell or otherwise dispose of all or substantially all of the assets of the 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 “Buyer”) in a bona fide negotiated transaction (a “Sale”), the GranteeOptionee, including any of his or her successors as contemplated hereinPermitted Transferees, shall be obligated to and shall upon the written request of the a Majority Shareholders: Shareholders (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Issued Shares 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 the exercise of exercisable securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Issued Shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this Section 511. The obligations under this Section 5 11 shall terminate in accordance with Section 10(b13(a).

Drag Along Right. In the event the holders of a majority of the Company’s equity securities Common Stock (or Common Stock equivalents) then outstanding (the “"Majority Shareholders”") determine to sell or otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (50%) or more of the capital stock of the Company owned by the Majority Shareholders 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 “"Buyer”") in a bona fide negotiated transaction (a “"Sale”"), the GranteeOptionee, including any of his or her successors as contemplated herein, shall be obligated to and shall upon the written request of the a Majority ShareholdersShareholders (subject to Sections 6 and 8): (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Issued Shares (including for this purpose all of such Optionee's or his or her Permitted Transferee's Issued Shares that presently or as a result of any such transaction may be acquired upon the exercise of options (following the payment of the exercise price therefor)) 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 the exercise of exercisable vested securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Issued Shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this Section 511. The obligations under provisions of this Section 5 11 shall terminate in accordance with Section 10(b)upon the completion of an Initial Public Offering.

Drag Along Right. In (a) If, at any time prior to an Initial Public Offering, (i) a Parent Drag-Along Notice is delivered or (ii) the event Parent Stockholders desire to Transfer Shares (each, a “Drag-Along Sale”), that, as to clause (ii) only and together with any Shares previously Transferred, represent fifty percent (50%) or more of the holders aggregate number of Shares owned by the Parent Stockholders to one or more third parties (each, a majority “Third-Party Purchaser”), then the Parent Stockholders shall have the right to require the Management Stockholders (A) other than in respect of the Phantom Stockholders (solely in their capacity as such), if such Transfer is structured as a sale of capital stock of the Company’s equity securities then outstanding , to Transfer, or cause to be Transferred, to the Third-Party Purchaser the number of shares of Common Stock determined in accordance with Section 2.6(a), (the “Majority Shareholders”B) determine to sell or otherwise dispose if such Transfer is structured as a merger, consolidation, sale of all or substantially all of the assets of the Company or all other transaction requiring the consent or fifty percent (50%) or more approval of the capital stock Stockholders, to vote all of the Company Shares held by the Management Stockholders in each case favor thereof, and otherwise to consent to and raise no objection to such transaction, and the Management Stockholders shall waive any dissenters’ rights, appraisal rights or similar rights which the Management Stockholders may have in a transaction constituting a change connection therewith, (C) other than in control respect of the CompanyPhantom Stockholders (solely in their capacity as such), if such Transfer is in connection with a Parent Drag-Along Sale, 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 “Buyer”) in a bona fide negotiated transaction (a “Sale”), the Grantee, including any of his or her successors as contemplated herein, shall be obligated to and shall upon the written request of the Majority Shareholders: (a) sell, transfer and deliverTransfer, or cause to be soldTransferred, transferred and delivered, to in connection with the Buyer, his or her Shares on substantially the same terms applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion of convertible securitiesDrag-Along Sale, the redemption number of redeemable securities and the exercise shares of exercisable securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this Section 5. The obligations under this Section 5 shall terminate Common Stock determined in accordance with Section 10(b2.6(a) and (D) as to the Phantom Stockholders (solely in their capacity as such), to Transfer, or cause to be Transferred, to the Third-Party Purchaser the number of shares of Common Stock to be issued to settle a Phantom Stock award immediately prior to and as a result of such Drag-Along Sale computed in accordance with Section 6(a) of the Phantom Stock Plan. The rights of the Parent Stockholders under this Section 2.3 shall be exercisable by written notice (a “Drag-Along Notice”) delivered by the Parent Stockholders to the Management Stockholders, which shall state (1) that a Parent Drag-Along Notice has been delivered or that the Parent Stockholders propose to effect a Drag-Along Sale, (2) the number of Shares and the Percentage Interest of the Parent Stockholders (or the Parent Transfer Percentage Interest) proposed to be Transferred, (3) the proposed purchase price to be paid by the Third-Party Purchaser for the Shares to be Transferred and (4) the other principal terms of the Drag-Along Sale. The Management Stockholders agree, upon receipt of a Drag-Along Notice, (x) to be bound by the same terms, provisions and conditions in respect of the Drag-Along Sale as are applicable to the Parent Stockholders (or, if applicable, the Members) and (y) to be obligated to sell the number of shares of Common Stock as determined in accordance with this Section 2.3(a) and to take all reasonably necessary actions to cause the consummation of the proposed transaction, including voting (pursuant to clause (B) of the first sentence above) in favor of such transaction.

Drag Along Right. In the event the holders of a majority of the Company’s equity securities then outstanding (the “Majority Shareholders”) determine to sell or otherwise dispose of all or substantially all of the assets of the 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 “Buyer”) in a bona fide negotiated transaction (a “Sale”), the GranteeOptionee, including any of his or her successors as contemplated hereinPermitted Transferees, shall be obligated to and shall upon the written request of the a Majority Shareholders: Shareholders (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Issued Shares 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 the exercise of exercisable securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Issued Shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this Section 59. The obligations under this Section 5 9 shall terminate in accordance with Section 10(b11(a).

Drag Along Right. In the event the holders of a majority of the Company’s equity securities Common Stock (or Common Stock equivalents) then outstanding (the “Majority Shareholders”) determine to sell or otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (50%) or more of the capital stock of the Company owned by the Majority Shareholders 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 “Buyer”) Buyer in a bona fide negotiated transaction (a “Sale”), the GranteeOptionee, including any of his or her successors as contemplated herein, shall be obligated to and shall upon the written request of the a Majority ShareholdersShareholders (subject to Sections 6 and 8): (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Issued Shares (including for this purpose all of such Optionee's or his or her Permitted Transferee's Issued Shares that presently or as a result of any such transaction may be acquired upon the exercise of options (following the payment of the exercise price therefor)) 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 the exercise of exercisable vested securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Issued Shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this Section 510. The obligations under provisions of this Section 5 10 shall terminate in accordance with Section 10(b)upon the completion of an Initial Public Offering.

Drag Along Right. In the event the holders of a majority of the Company’s equity securities then outstanding (the “Majority Shareholders”) determine to sell or otherwise dispose of all or substantially all of the assets of the 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(saffiliate(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(saffiliate(s) of the Company or any of the Majority Shareholders (in each case, the “Buyer”’) in a bona fide negotiated transaction (a “Sale”), the Grantee, including any of his or her successors as contemplated herein, KHS shall be obligated to and shall upon the written request of the a Majority ShareholdersShareholder: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Shares shares 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 the exercise of exercisable securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Shares shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this Section 5. The obligations under this Section 5 shall terminate in accordance with Section 10(b)12.

Drag Along Right. In the event the holders of a majority of the Company’s Company¢s equity securities then outstanding (the “Majority Shareholders”) determine to sell or otherwise dispose of all or substantially all of the assets of the 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 “Buyer”) in a bona fide negotiated transaction (a “Sale”), the GranteeOptionee, including any of his or her successors as contemplated hereinPermitted Transferees, shall be obligated to and shall upon the written request of the a Majority Shareholders: Shareholders (subject to Section 6): (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Issued Shares (including for this purpose all of such Optionee¢s or his or her Permitted Transferee¢s Issued Shares that presently or as a result of any such transaction may be acquired upon the exercise of options (following the payment of the exercise price therefor)) 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 the exercise of exercisable securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Issued Shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this Section 5. The obligations under this Section 5 shall terminate in accordance with Section 10(b)10.

Drag Along Right. In the event the holders of a majority of the Company’s equity securities Common Stock (or Common Stock equivalents) then outstanding (the “"Majority Shareholders”") determine to sell or otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (50%) or more of the capital stock of the Company owned by the Majority Shareholders 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 “"Buyer”") in a bona fide negotiated transaction (a “"Sale”"), the GranteeOptionee, including any of his or her successors as contemplated herein, shall be obligated to and shall upon the written request of the a Majority ShareholdersShareholders (subject to Sections 6 and 8): (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Issued Shares (including for this purpose all of such Optionee's or his or her Permitted Transferee's Issued Shares that presently or as a result of any such transaction may be acquired upon the exercise of options (following the payment of the exercise price therefor)) 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 the exercise of exercisable vested securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Issued Shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this Section 510. The obligations under provisions of this Section 5 10 shall terminate in accordance with Section 10(b)upon the completion of an Initial Public Offering.

Drag Along Right. In the event the holders of a majority of the Company’s equity securities then outstanding (the “Majority Shareholders”) determine to sell or otherwise dispose of all or substantially all of the assets of the 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 “Buyer”) in a bona fide negotiated transaction (a “Sale”), the Grantee, including any of his or her successors as contemplated hereinPermitted Transferees, shall be obligated to and shall upon the written request of the a Majority Shareholders: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Shares (including for this purpose all of such Grantee’s or his or her Permitted Transferee’s Shares that presently or as a result of any such transaction may be acquired upon the exercise of options (following the payment of the exercise price therefor)) 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 the exercise of exercisable securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this Section 5. The obligations under this Section 5 shall terminate in accordance with Section 10(b).9; provided, however, that:

Drag Along Right. In the event the holders of a majority of the Company’s 's equity securities then outstanding (the “Majority Shareholders”"MAJORITY SHAREHOLDERS") determine to sell or otherwise dispose of all or substantially all of the assets of the 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 “Buyer”"BUYER") in a bona fide BONA FIDE negotiated transaction (a “Sale”"SALE"), the GranteeOptionee, including any of his or her successors as contemplated hereinPermitted Transferees, shall be obligated to and shall upon the written request of the a Majority Shareholders: Shareholders (subject to Section 6): (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Issued Shares (including for this purpose all of such Optionee's or his or her Permitted Transferee's Issued Shares that presently or as a result of any such transaction may be acquired upon the exercise of options (following the payment of the exercise price therefor)) 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 the exercise of exercisable securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Issued Shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this Section 5. The obligations under this Section 5 shall terminate in accordance with Section 10(b)10.