Common use of Drag Along Right Clause in Contracts

Drag Along Right. At any time (i) prior to the fifth (5th) anniversary of the date hereof with regard to a Transfer of Units with respect to which a Member may not unreasonably withhold its Consent pursuant to Section 6.01(a), or (ii) after the fifth (5th) anniversary with regard to any Transfer of Units, if XXXX receives a bona fide offer from an independent third party to Transfer all, but not less than all, of its Units to a purchaser which is not an Affiliate of XXXX in a single, arm’s length transaction, or in a series of related arm’s length transactions, through the sale of Units, or a merger, consolidation or other similar corporate reorganization of the Company (the “Drag-Along Sale”), then XXXX shall provide written notice to NHI and the other Members at least thirty (30) days prior to the date of such proposed Transfer (the “Drag-Along Notice”), which shall specify the identity of the prospective purchaser and the material terms and conditions of such proposed Transfer and the amount and type of consideration to be paid in respect thereof. The Drag-Along Notice shall also constitute the Proposed Sale Notice pursuant to Section 6.06(b). If NHI does not provide a Purchase Notice to XXXX as provided in Section 6.06(c), then XXXX may at its option, require all of the other Members of the Company, including NHI, to Transfer all, but not less than all, of their respective Units to such purchaser on the same terms and conditions offered to XXXX; provided, however, that the gross proceeds of the Drag-Along Sale, less the aggregate reasonable and customary expenses of the Company incurred in connection therewith, shall be shared by the Members in the same manner as if all of the assets of the Company were sold for such sale price and the proceeds of such sale were distributed to the Members in accordance with Section 4.02 (and the same power of attorney contained in Section 6.06(e) shall apply with respect to any Drag-Along Sale).

Drag Along Right. At any time (i) prior Subject to the fifth (5th) anniversary approval of the date hereof with regard holders of the Investor Units as provided in Section 13.1, Sellers who deliver notice of their intention to a Transfer of Units with respect exercise their Drag-along Right in the manner specified in Section 13.1 shall be entitled, at their option, to which a Member may not unreasonably withhold its Consent pursuant to Section 6.01(a), or require that all (ii) after the fifth (5th) anniversary with regard to any Transfer of Units, if XXXX receives a bona fide offer from an independent third party to Transfer all, but not less than all, of its Units to a purchaser which is not an Affiliate of XXXX in a single, arm’s length transaction, or in a series of related arm’s length transactions, through the sale of Units, or a merger, consolidation or other similar corporate reorganization ) of the Company Investor Units held by the remaining Limited Partners (the “Drag-Along Salealong Units”), then XXXX shall provide written notice to NHI and ) must be sold along with the other Members at least thirty (30) days prior to the date of such proposed Transfer (the “Drag-Along Notice”), which shall specify the identity of the prospective purchaser and the material terms and conditions of such proposed Transfer and the amount and type of consideration to be paid in respect thereof. The Drag-Along Notice shall also constitute the Proposed Sale Notice pursuant to Section 6.06(b). If NHI does not provide a Purchase Notice to XXXX as provided in Section 6.06(c), then XXXX may at its option, require all of the other Members of the Company, including NHI, to Transfer all, but not less than all, of their respective Sellers’ Units to such purchaser on the same terms and conditions offered disclosed in the notice referred to XXXX; provided, however, that in Section 13.1. The purchase and sale of the gross proceeds of Units by the Sellers and the Drag-Along Salealong Units shall be completed within one hundred and Eighty (180) days of delivery by the Sellers of notice of their intention to exercise their Drag-along Right. If no sale is consummated, less the aggregate reasonable and customary expenses rights of the Company Limited Partners under Section 13.1 shall revive and if the Sellers shall thereafter desire to sell Units they shall again give notice under this Article 13 and so on from time to time. For the purposes thereof, each of the Limited Partners (other than the Sellers) hereby agree to: (i) deliver to the General Partner Unit Certificates representing the Units held by such Limited Partner, together with a power of attorney on substantially the same terms as the power of attorney granted under Section 2.14 authorising the General Partner to, inter alia, sell such Units pursuant to the terms set forth in the Drag- along Notice, (ii) become a party to the sale agreement if the Sellers so request, (iii) provide representations, warranties, covenants and indemnities to the purchaser, as the case may be, that replicate (on a proportionate basis where applicable) those given by the Sellers to such purchaser, and (iv) pay its pro-rata share of all third-party expenses incurred in connection therewith, shall be shared by the Members in the same manner as if all of the assets of the Company were sold for with such sale price and the proceeds of such sale were distributed to the Members in accordance with Section 4.02 (and the same power of attorney contained in Section 6.06(e) shall apply with respect to any Drag-Along Sale)sale.

Drag Along Right. At any time (a) Subject to Section 8.2, if an Initial Member (such Initial Member, the “Drag-Along Transferor”) seeks to pursue (i) prior to the fifth (5th) anniversary of the date hereof with regard to a Transfer of Units with respect to which a Member may not unreasonably withhold its Consent pursuant to Section 6.01(a), Company Sale or (ii) after the fifth a Qualified IPO or (5thiii) anniversary with regard a transaction or series of related transactions resulting in a Company Sale or Qualified IPO (each of clauses (i) through (iii), a “Drag-Along Sale”) to any Transfer of Units, if XXXX receives a bona fide offer from an independent third party to Transfer allparty, but not less than all, of its Units to a purchaser which is not an Affiliate of XXXX in a single, arm’s length transaction, or in a series of related arm’s length transactions, through the sale of Units, or a merger, consolidation or other similar corporate reorganization of the Company as applicable (the “Drag-Along SaleTransferee”), then XXXX shall provide written notice to NHI and the other Members at least thirty (30) days prior to the date of such proposed Transfer (the “Drag-Along NoticeTransferor shall have the right to cause each other Member (each, a “Dragged Member”), which shall specify the identity of the prospective purchaser and the material terms and conditions of such proposed Transfer and the amount and type of consideration to be paid in respect thereof. The Drag-Along Notice shall also constitute the Proposed Sale Notice pursuant to Section 6.06(b). If NHI does not provide a Purchase Notice to XXXX as provided in Section 6.06(c), then XXXX may at its option, require all of the other Members of the Company, including NHI, ) to Transfer all, but not less than all, of their respective Units to such purchaser on the same terms and conditions offered to XXXX; provided, however, percentage of each class of Equity Securities held by such Member as the percentage of Equity Securities that the gross proceeds of the Drag-Along SaleTransferor and its Permitted Transferees propose to directly or indirectly Transfer (including, less without duplication, any Equity Securities directly or indirectly held by any Investor Blocker or AT&T Member, as applicable, that are being Transferred pursuant to Section 8.6 and Section 8.7) (the aggregate reasonable and customary expenses of “Drag Along Sale Percentage”) to such Drag-Along Transferee. The consideration received in such Drag-Along Sale shall be treated as if such consideration had been received by the Company incurred in connection therewith, shall be shared by the Members in the same manner as if all of the assets of the Company were sold for such sale price and the proceeds of such sale were distributed to the Members in accordance with Section 4.02 7.1(d), Section 8.4(b), Section 8.4(f) and Section 8.4(g). Subject to Section 8.4(m), the Drag-Along Transferor shall control in all respects the Drag-Along Sale process (to the extent in accordance with the terms hereof), and shall be entitled to unilaterally direct the same power actions of attorney contained in Section 6.06(e) shall apply with respect the Company to any the extent reasonably necessary to effect such Drag-Along Sale; provided, that, in the event an Initial Member is a Dragged Member, the Drag-Along Transferor and such Dragged Member shall jointly determine timing and strategy and be jointly responsible for the final content of any substantive oral or written joint communications with any applicable Governmental Entity, including under any Antitrust Laws and the Communications Act, the Drag-Along Transferor and such Dragged Member shall have the right to review in advance (subject to, as necessary, redactions of commercially sensitive terms or the privileged information of such party or the exchange of information on an “outside counsel only” basis) and, to the extent practicable, the Drag-Along Transferor and such Dragged Member shall consult with each other and consider in good faith the views of each other in connection with, all the information relating to the Drag-Along Transferor and such Dragged Member, as the case may be, and any of their respective Affiliates, that appears in any filing made with, or written materials submitted to, any Governmental Entity in connection with the Drag-Along Sale; provided, however, that in the event of any disagreement between the Drag-Along Transferor and such Dragged Member with respect to the matters described in the foregoing, the Drag-Along Transferor and such Dragged Member shall cooperate and consult with one another and seek to resolve such disagreement reasonably and in good faith; provided, further, that if the Drag-Along Transferor and such Dragged Member cannot resolve any such disagreement, the determination of the Drag-Along Transferor shall prevail. The Drag-Along Transferor may pursue one or more alternative Drag-Along Sales in parallel, including pursuant to a customary “dual-track” process, and the provisions of this Section 8.4 shall apply to each such Drag-Along Sale being pursued. Except as otherwise set forth herein, in connection with a Drag-Along Sale, the Dragged Members shall be deemed to have provided any applicable consent under this Agreement (and, if requested, will confirm such consent in writing) to the extent reasonably necessary to effect such Drag-Along Sale in accordance with the terms hereof, and shall, and shall cause their Affiliates to, take such steps as may be reasonably requested by the Drag-Along Transferor to the extent reasonably necessary to effect such Drag-Along Sale in accordance with the terms hereof, including (1) permitting the Drag-Along Transferor to engage one or more financial advisors to advise the Company with respect to such Drag-Along Sale to be selected by the Drag-Along Transferor (in reasonable consultation with the Drag-Along Transferee), (2) voting such Dragged Member’s Equity Securities of the Company in favor of such Drag-Along Sale and causing any Manager appointed by such Member to approve the terms of any such Drag-Along Sale (to the extent such terms are in accordance with this Agreement) and such matters ancillary thereto as may be necessary in the reasonable judgment of the Drag-Along Transferor to effect such Drag-Along Sale in accordance with the terms hereof, and otherwise consenting to such Drag-Along Sale to the extent in accordance with the terms hereof, and waiving any dissenters’ rights, appraisal rights or similar rights that such Dragged Member may have in connection therewith, (3) if required based on the structure of such Drag-Along Sale, being a party to the definitive agreement(s) governing the terms and conditions of such Drag-Along Sale on the same terms and conditions as the Drag-Along Transferor (except as otherwise expressly contemplated hereby, including with respect to the form and amount of consideration to be received in such Drag-Along Sale) and executing, acknowledging and delivering any reasonably required consents, assignments, waivers and other reasonably required documents or instruments to the extent in accordance with the terms hereof, in each case of such Member and (4) otherwise reasonably cooperating with the Drag-Along Transferor and the proposed purchaser(s) with respect to such Drag-Along Sale to the extent in accordance with the terms hereof. Notwithstanding the foregoing, the Drag-Along Transferor shall reasonably consult with the Dragged Member that is an Initial Member regarding the Drag-Along Sale and the related matters contemplated by the foregoing. Notwithstanding anything the contrary set forth herein, (i) the authority granted to the Drag-Along Transferor or the Drag-Along Manager pursuant to this Section 8.4 shall only be to the extent necessary to effectuate a Drag-Along Sale in accordance with the terms of this Section 8.4 and shall not deemed to permit or authorize the Drag-Along Transferor or the Drag-Along Manager to otherwise alter or control the ordinary course operations of the Company or its Subsidiaries (including the management thereof) as set forth in this Agreement and (ii) no prior written approval of the Board or of either Initial Member pursuant to Section 4.5 shall be required to effect a Drag-Along Sale or Qualified IPO in accordance with the terms hereof.

Drag Along Right. At If at any time after the date of this Agreement a Selling Stockholder who owns at least 30% of the Shares (a "SELLING STOCKHOLDER") desires to sell all of the Shares owned by way of a Trade Sale, and if such Selling Stockholder so requests that the other Stockholders sell their Shares in such Trade Sale, then each of the other Stockholders shall consent to, participate in and sell their Shares in such Trade Sale, and shall use their commercially reasonable efforts to cause all other stockholders of the Company to consent to, enter into any agreement in connection with, and participate in, such Trade Sale; provided that (i) prior to the fifth Selling Stockholder has approved the terms and conditions of such Trade Sale and will participate in such Trade Sale, (5thii) anniversary of the date hereof with regard to a Transfer of Units terms and conditions, including without limitation, the consideration payable with respect to which each Share in each class or series as a Member may not unreasonably withhold its Consent result of such Trade Sale, are the same (except for cash payments in lieu of fractional shares payable to the Selling Stockholders) as for each other Share in such class or series; (iii) each class and series of Shares of the Company shall be entitled to receive the same form of consideration as a result of such Trade Sale as that received by each other class or series of shares; and (iv) the valuation of the Company pursuant to Section 6.01(a), or (ii) after the fifth (5th) anniversary with regard to any Transfer of Units, if XXXX receives a bona fide offer from an independent third party to Transfer all, but not proposed Trade Sale shall be no less than allUS $30,000,000. For purposes of this Agreement, of its Units to a purchaser which is not an Affiliate of XXXX in a single, arm’s length transaction, or in a series of related arm’s length transactions, through the sale of Units, or "TRADE SALE" means either (i) a merger, consolidation or other similar corporate reorganization business combination of the Company (with or into any other business entity in which the “Drag-Along Sale”), then XXXX shall provide written notice to NHI and the other Members at least thirty (30) days prior to the date of such proposed Transfer (the “Drag-Along Notice”), which shall specify the identity stockholders of the prospective purchaser and Company immediately after such merger, consolidation or business combination hold shares representing less than a majority of the material terms and conditions voting power of such proposed Transfer and the amount and type outstanding share capital of consideration to be paid in respect thereof. The Drag-Along Notice shall also constitute the Proposed Sale Notice pursuant to Section 6.06(b). If NHI does not provide a Purchase Notice to XXXX as provided in Section 6.06(c)surviving business entity, then XXXX may at its option(ii) the sale, require lease, transfer or other disposition of all or substantially all of the other Members Company's assets (including the sale or exclusive licensing of the Company, including NHI, to Transfer all, but not less than all, of their respective Units to such purchaser on the same terms and conditions offered to XXXX; provided, however, that the gross proceeds of the Drag-Along Sale, less the aggregate reasonable and customary expenses of the Company incurred in connection therewith, shall be shared by the Members in the same manner as if substantially all of the intellectual property assets of the Company were sold for such sale price and or to a third party), or (iii) the proceeds sale, pledge, transfer or other disposition of such sale were distributed to the Members in accordance with Section 4.02 (and the same power a majority of attorney contained in Section 6.06(e) shall apply with respect to any Drag-Along Sale)Company's outstanding voting shares.

Drag Along Right. At any time (i) prior to the fifth (5th) anniversary of the date hereof September 11, 2020 with regard to a Transfer of Units with respect to which a Member may not unreasonably withhold its Consent pursuant to Section 6.01(a), or (ii) after the fifth (5th) anniversary September 11, 2020 with regard to any Transfer of Units, if XXXX GAHR3 receives a bona fide offer from an independent third party to Transfer all, but not less than all, of its Units to a purchaser which is not an Affiliate of XXXX GAHR3 in a single, arm’s length transaction, or in a series of related arm’s length transactions, through the sale of Units, or a merger, consolidation or other similar corporate reorganization of the Company (the “Drag-Along Sale”), then XXXX GAHR3 shall provide written notice to NHI NHI, GAHR4 and the other Members at least thirty (30) days prior to the date of such proposed Transfer (the “Drag-Along Notice”), which shall specify the identity of the prospective purchaser and the material terms and conditions of such proposed Transfer and the amount and type of consideration to be paid in respect thereof. The Subject to Section 6.07 (d), the Drag-Along Notice shall also constitute the Proposed Sale Notice pursuant to Section 6.06(b). If Subject to Section 6.07 (d), if neither NHI does not nor GAHR4 provide a Purchase Notice to XXXX GAHR3 as provided in Section 6.06(c), then XXXX GAHR3 may at its option, require all of the other Members of the Company, including NHINHI and GAHR4, to Transfer all, but not less than all, of their respective Units to such purchaser on the same terms and conditions offered to XXXXGAHR3; provided, however, that the gross proceeds of the Drag-Along Sale, less the aggregate reasonable and customary expenses of the Company incurred in connection therewith, shall be shared by the Members in the same manner as if all of the assets of the Company were sold for such sale price and the proceeds of such sale were distributed to the Members in accordance with Section 4.02 (and the same power of attorney contained in Section 6.06(e) shall apply with respect to any Drag-Drag- Along Sale).

Drag Along Right. At any time (ia) prior to In the fifth (5th) anniversary of event that the date hereof with regard to a Transfer of Units with respect to which a GC Industrial Member may not unreasonably withhold its Consent pursuant to Section 6.01(a), or (ii) after the fifth (5th) anniversary with regard to any Transfer of Units, if XXXX receives a bona fide offer from an independent third party proposes to Transfer allto one or more Third-Party Purchasers, but not less than all, of its Units to a purchaser which is not an Affiliate of XXXX in a single, arm’s length transaction, single transaction or in a series of related arm’s length transactions, through Interests representing at least a majority of all the sale Interests (determined on the basis of UnitsPercentage Interests), or a merger, consolidation or other similar corporate reorganization of the Company GC Industrial Member will have the right (the “Drag-Along SaleRight”), then XXXX shall provide written notice in its sole discretion, to NHI and the require each other Members at least thirty Member (30a “Drag-Along Member”) days prior to Transfer to the date Third-Party Purchaser in such transaction or transactions (a “Drag-Along Transaction”) such portion of the Interests held by such proposed Transfer Drag-Along Member (in each case, the “Drag-Along NoticeInterests”), which shall specify ) equal to the identity percentage derived by dividing (x) the Percentage Interests of the prospective purchaser and the material terms and conditions of GC Industrial Member being Transferred in such proposed Transfer and the amount and type of consideration to be paid in respect thereof. The Drag-Along Notice shall also constitute Transaction, divided by (y) the Proposed Sale Notice pursuant to Section 6.06(b). If NHI does not provide a Purchase Notice to XXXX as provided in Section 6.06(c)aggregate Percentage Interests then held by the GC Industrial Member, then XXXX may at its option, require all of the other Members of the Company, including NHI, to Transfer all, but not less than all, of their respective Units to such purchaser on the same terms and conditions offered to XXXXset forth in this Section 11.03; provided, however, that the gross proceeds Transfer of the Interests held by any Drag-Along Sale, less the aggregate reasonable and customary expenses of the Company incurred Member in connection therewith, with such Drag-Along Transaction shall be shared on terms no less favorable than those offered to the GC Industrial Member; provided further that, if (i) consideration received by the Members in connection with such Transfer includes equity securities of any Entity and (ii) following such Transfer, the same manner Members, as if all a group, are entitled to designate one, but not more than one, member of the assets board of directors (or similar governing body) of such Entity, the granting to the GC Industrial Member of the Company were sold for right to designate or elect such sale price and member of the proceeds board of directors (or similar governing body of such sale were distributed Entity) shall not, in and of itself, be deemed to cause the Transfer of the Interests of any Drag Along Member to be on terms less favorable than those offered to the Members in accordance with Section 4.02 (and the same power of attorney contained in Section 6.06(e) shall apply with respect to any Drag-Along Sale)GC Industrial Member.

Drag Along Right. 6.1 At any time prior to the Qualified IPO, if the holders of more than 50% of the Equity Securities, voting as a single class on an as-converted basis (including the Founder Entities) (together, the “Drag Holders”) have approved a sale (an “Approved Sale”) of the Group Companies (wholly or partially) to any Person (the “Offeror”) (i) prior to the fifth (5th) anniversary where whether by a sale of equity, merger or consolidation, in excess of 50% of the date hereof with regard to a Transfer of Units with respect to which a Member may not unreasonably withhold its Consent pursuant to Section 6.01(a)Company’s voting power outstanding before such transaction is transferred, or (ii) after a sale, lease, transfer or other disposition of all or substantially all of the fifth (5th) anniversary with regard to any Transfer assets of Unitsthe Group Companies or sale or the exclusive licensing of all or substantially all of the Group Companies’ intellectual properties, if XXXX receives a bona fide offer from an independent third party to Transfer allin each case, but not less than all, of its Units to a purchaser which is not an Affiliate of XXXX in a single, arm’s length transaction, single transaction or in a series of related transactions, and (ii) which is a transaction at arm’s length transactions, through the sale of Units, or a merger, consolidation or other similar corporate reorganization for an aggregate implied equity valuation of the Company Group of not less than the highest of (A) 150% of the “DragPost-Along Sale”)Series E-2 Valuation, then XXXX shall provide written notice to NHI (B) the Post-Series E-3 Valuation plus an interest calculated at the annual simple rate of 25% and accrued for the other Members at least thirty (30) days prior period from the Series E-3 Closing to the date of such proposed Transfer sale, and (C) the Post-Series E-4 Valuation (“Approved Sale Price”) or its equivalent in other major currencies, then at the request of the Drag Holders, the Company shall promptly notify in writing (the “Drag-Along Approved Sale Notice”), which shall specify the identity ) each other holder of the prospective purchaser and Equity Securities of the material terms and conditions of such proposed Transfer and the amount and type of consideration to be paid in respect thereof. The Drag-Along Notice shall also constitute the Proposed Sale Notice pursuant to Section 6.06(b). If NHI does not provide a Purchase Notice to XXXX as provided in Section 6.06(c), then XXXX may at its option, require all of the other Members of the Company, including NHI, to Transfer all, but not less than all, of their respective Units to such purchaser on the same terms and conditions offered to XXXX; provided, however, that the gross proceeds of the Drag-Along Approved Sale, less and each such holder (the aggregate reasonable and customary expenses of the Company incurred in connection therewith“Dragged Holders”) shall, shall be shared by the Members in the same manner as if all of the assets of the Company were sold for such sale price and the proceeds of such sale were distributed to the Members in accordance with Section 4.02 (and instructions received from the same power Company at the direction of attorney contained in Section 6.06(e) shall apply with respect to any Drag-Along Sale).the Drag Holders:

Drag Along Right. At any time (i) prior to the fifth (5th) anniversary of the date hereof September 11, 2020 with regard to a Transfer of Units with respect to which a Member may not unreasonably withhold its Consent pursuant to Section 6.01(a), or (ii) after the fifth (5th) anniversary September 11, 2020 with regard to any Transfer of Units, if XXXX GAHR3 receives a bona fide offer from an independent third party to Transfer all, but not less than all, of its Units to a purchaser which is not an Affiliate of XXXX GAHR3 in a single, arm’s length transaction, or in a series of related arm’s length transactions, through the sale of Units, or a merger, consolidation or other similar corporate reorganization of the Company (the “Drag-Along Sale”), then XXXX GAHR3 shall provide written notice to NHI NHI, GAHR4 and the other Members at least thirty (30) days prior to the date of such proposed Transfer (the “Drag-Along Notice”), which shall specify the identity of the prospective purchaser and the material terms and conditions of such proposed Transfer and the amount and type of consideration to be paid in respect thereof. The Subject to Section 6.07 (d), the Drag-Along Notice shall also constitute the Proposed Sale Notice pursuant to Section 6.06(b). If Subject to Section 6.07 (d), if neither NHI does not nor GAHR4 provide a Purchase Notice to XXXX GAHR3 as provided in Section 6.06(c), then XXXX GAHR3 may at its option, require all of the other Members of the Company, including NHINHI and GAHR4, to Transfer all, but not less than all, of their respective Units to such purchaser on the same terms and conditions offered to XXXXGAHR3; provided, however, that the gross proceeds of the Drag-Along Sale, less the aggregate reasonable and customary expenses of the Company incurred in connection therewith, shall be shared by the Members in the same manner as if all of the assets of the Company were sold for such sale price and the proceeds of such sale were distributed to the Members in accordance with Section 4.02 (and the same power of attorney contained in Section 6.06(e) shall apply with respect to any Drag-Along Sale).