Common use of Drag-Along Rights Clause in Contracts

Drag-Along Rights. If one or more Majority Stockholder desires to (i) sell, prior to the Agreement Termination Date, forty percent (40%) or more of its direct or indirect pecuniary interest (as defined in Rule 16a-1 under the Exchange Act) in any Shares of Common Stock (including through the disposition of interests in LVB Acquisition Holding, LLC (“LVB LLC”)), in a single transaction or a series of related transactions, to a good faith independent purchaser (a “Purchaser”) (other than any other Majority Stockholder, other investment partnership, limited liability company or other entity established for investment purposes and controlled by one or more of the members (other than passive investors) or the principals of the Majority Stockholder or any of their Affiliates and other than any Employees of the Majority Stockholder or their Affiliates, hereinafter referred to as a “Permitted Transferee”) upon such terms and conditions as agreed to with the Majority Stockholder, the Management Stockholder or Transferee agrees, at the request of the Majority Stockholder, to sell to such Purchaser a number of its Shares of Common Stock, not to exceed (a) the number of Shares of Common Stock held by such Management Stockholder or Transferee multiplied by (b) a fraction, the numerator of which is the aggregate number of Shares of Common Stock in which the Majority Stockholder has a pecuniary interest that such Majority Stockholder has proposed to be transferred, and the denominator of which is the aggregate number of Shares of Common Stock in which the Majority Stockholder has a pecuniary interest (or to vote such number of Shares in favor of any merger or other transaction which would effect a sale of such Shares) at the same price per share of Common Stock and pursuant to the same terms and conditions with respect to payment for the Shares as agreed to by the Majority Stockholder; provided that, except with respect to any liability incurred by such Management Stockholder or any Transferee individually, the Management Stockholders and any Transferees shall not be liable to a Purchaser for an amount greater than the proceeds from the sale. In such case, the Majority Stockholder shall give written notice of such sale to the Management Stockholder or Transferee at least fifteen (15) days prior to the consummation of such sale, setting forth (i) the consideration to be received by the holders of shares of Common Stock, (ii) the identity of the Purchaser, (iii) any other material terms and conditions of the proposed Transfer and (iv) the date of the proposed Transfer. The Company shall be responsible for the proportionate share of the costs of the proposed Transfer incurred by the Management Stockholders and any Transferees to the extent not paid or reimbursed by the proposed Purchaser. Notwithstanding the foregoing, the Management Stockholder shall not be required to agree to any additional non-compete or similar restrictions in connection with the sale.

Drag-Along Rights. If one or more the Majority Stockholder desires to (i) sellTransfer, prior to the later of the Agreement Termination DateDate and the end of the Lock-Up Period, forty percent (40%) 25% or more of its direct or indirect pecuniary interest (as defined in Rule 16a-1 under the Exchange Act) in any Shares of Common Stock (including through the disposition of interests in LVB Acquisition Holding, LLC (“LVB LLC”))Shares, in a single transaction or a series of related transactions, to a good faith independent purchaser (a “Purchaser”) (other than any other Affiliate of the Majority Stockholder, other investment partnership, limited liability company or other entity established for investment purposes and controlled by one or more of the members (other than passive investors) or the principals of the Majority Stockholder or any of their Affiliates affiliates and other than any Employees of the Majority Stockholder or their Affiliatesaffiliates, hereinafter referred to as a “Permitted Transferee”) upon such terms and conditions as agreed to with the Majority Stockholder, the Management Stockholder or Transferee agrees, at the request of the Majority Stockholder, to sell to such Purchaser a number of its Shares of Common Stock, not to exceed (ai) the number of Shares of Common Stock held by such Management Stockholder or Transferee multiplied by (bii) a fraction, the numerator of which is the aggregate number of Shares of Common Stock in which the Majority Stockholder has a pecuniary interest that such the Majority Stockholder has proposed to be transferred, and the denominator of which is the aggregate number of Shares of Common Stock in which the Majority Stockholder has a pecuniary interest (or to vote such number of Shares in favor of any merger or other transaction which would effect a sale of such Shares) at the same price per share of Common Stock Share and pursuant to the same terms and conditions with respect to payment for the Shares as agreed to by the Majority Stockholder; provided that, except with respect to any liability incurred by such Management Stockholder or any Transferee individually, the Management Stockholders and any Transferees shall not be liable to a Purchaser for an amount greater than the proceeds from the sale. In such case, the Majority Stockholder shall give written notice of such sale to the Management Stockholder or Transferee at least fifteen ten (1510) days prior to the consummation of such sale, setting forth (iA) the consideration to be received by the holders of shares of Common StockShares, (iiB) the identity of the Purchaser, (iiiC) any other material terms and conditions of the proposed Transfer and (ivD) the date of the proposed Transfer. The Company shall be responsible for the proportionate share of the costs of the proposed Transfer incurred by the Management Stockholders and any Transferees to the extent not paid or reimbursed by the proposed Purchaser. Notwithstanding Purchaser or by the foregoing, the Management Stockholder shall not be required to agree to any additional non-compete or similar restrictions in connection with the saleCompany.

Drag-Along Rights. If one or more Majority Stockholder desires to (i) sell, prior to sell all or substantially all of the Agreement Termination Date, forty percent (40%) or more Shares of its direct or indirect Common Stock in which it has a “pecuniary interest (interest” as defined in Rule 16a-1 under of the Exchange Act) in any Shares of Common Stock Act (including through the disposition of interests in LVB Acquisition Xxxxxx Holding, LLC (“LVB LLC”))) or a portion of the Shares of Common Stock representing Control of the Company, in a single transaction or a series of related transactions, either case to a good faith independent purchaser (a “Purchaser”) (other than any other Majority Stockholder, other investment partnership, limited liability company or other entity established for investment purposes and controlled by one or more of the members (other than passive investors) or the principals of the Majority Stockholder or any of their Affiliates and other than any Employees of the Majority Stockholder or their Affiliates, Affiliates hereinafter referred to as a “Permitted Transferee”) and said Purchaser desires to acquire all or substantially all of the issued and outstanding Shares of Common Stock (or all or substantially all of the assets of the Company) upon such terms and conditions as agreed to with the Majority Stockholder, the Management Stockholder or Transferee agrees, at the request of the Majority Stockholder, agrees to sell to such Purchaser a number of its Shares of Common Stock, not to exceed (a) the number of Shares shares of Common Stock held by such Management Stockholder or Transferee multiplied by (b) a fraction, the numerator of which is the aggregate number of Shares of Common Stock in which the Majority Stockholder has a pecuniary interest that such Majority Stockholder has proposed to be transferred, and the denominator of which is the aggregate number of Shares of Common Stock in which the Majority Stockholder has a pecuniary interest (or to vote such number of his Shares in favor of any merger or other transaction which would effect a sale of such Sharesshares of Common Stock or assets of the Company) at the same price per share Share of Common Stock and pursuant to the same terms and conditions with respect to payment for the Shares of Common Stock in which the Majority Stockholder has a pecuniary interest as agreed to by the Majority Stockholder; provided that, except with respect to any liability incurred by such Management Stockholder or any Transferee individually, the Management Stockholders and any Transferees shall not be liable to a Purchaser for an amount greater than the proceeds from the sale. In such case, the Majority Stockholder shall give written notice of such sale to the Management Stockholder or Transferee at least fifteen (15) days prior to the consummation of such sale, setting forth (i) the consideration to be received by the holders of shares Shares of Common Stock, (ii) the identity of the Purchaser, (iii) any other material terms items and conditions of the proposed Transfer transfer and (iv) the date of the proposed Transfertransfer. The Company shall be responsible for the proportionate share Share of the costs of the proposed Transfer incurred by the Management Stockholders and any Transferees to the extent not paid or reimbursed by the proposed Purchaser. Notwithstanding the foregoing, the Management Stockholder shall not be required to agree to any additional non-compete or similar restrictions in connection with the sale.

Drag-Along Rights. (a) If one or more Majority Stockholder desires of the Principal Stockholders at any time, or from time to (i) sell, prior to the Agreement Termination Date, forty percent (40%) or more of its direct or indirect pecuniary interest (as defined in Rule 16a-1 under the Exchange Act) in any Shares of Common Stock (including through the disposition of interests in LVB Acquisition Holding, LLC (“LVB LLC”))time, in a single one transaction or a series of related transactions, propose to Transfer shares of Common Stock (or rights to acquire Common Stock) in connection with any Change in Control (as defined below) to one or more Persons (as defined below) other than a good faith independent purchaser Principal Stockholder (a “Third Party Purchaser”) ), then such Principal Stockholders shall have the right (other than any other Majority Stockholder, other investment partnership, limited liability company or other entity established for investment purposes and controlled by one or more of the members (other than passive investors) or the principals of the Majority Stockholder or any of their Affiliates and other than any Employees of the Majority Stockholder or their Affiliates, hereinafter referred to as a “Permitted TransfereeDrag-Along Right”) upon such ), but not the obligation, to require each Management Stockholder to tender for purchase to the Third Party Purchaser, on the same terms and conditions as agreed apply to with the Majority StockholderSuch Principal Stockholders, the Management Stockholder or Transferee agrees, at the request of the Majority Stockholder, to sell to such Purchaser a number of its Shares of Common Stock, not to exceed (a) the number of Restricted Shares of Common Stock and Rollover Options and Vested Options to purchase Common Stock (including any options that vest as a result of the consummation of the Transfer to the Third Party Purchaser) that, in the aggregate, equal the number derived by multiplying (1) the total number of Restricted Shares of Common Stock owned by the Management Stockholder (including Restricted Shares of Common Stock issuable in respect of all Rollover Options and Vested Options to purchase Common Stock held by such the Management Stockholder whether or Transferee multiplied not exercised and including any options that vest as a result of the consummation of the Transfer to the Third Party Purchaser) by (b2) a fraction, the numerator of which is the aggregate total number of Shares shares of Common Stock in which the Majority Stockholder has a pecuniary interest that such Majority Stockholder has proposed to be transferred, sold by such Principal Stockholders in connection with the transaction or series of related transactions and the denominator of which is the aggregate total number of Shares of Common Stock in which the Majority Stockholder has a pecuniary interest (or to vote such number of Shares in favor of any merger or other transaction which would effect a sale of such Shares) at the same price per share then outstanding shares of Common Stock and pursuant shares of Common Stock issuable in respect of Rollover Options and Vested Options to the same terms and conditions with respect to payment for the Shares as agreed to purchase Common Stock held by the Majority StockholderPrincipal Stockholders or the Company; provided that, except with respect to any liability incurred by such Management Stockholder or any Transferee individually, the Management Stockholders and any Transferees shall not be liable to a Purchaser for an amount greater than the proceeds from the sale. In such case, the Majority Stockholder shall give written notice of such sale to the Management Stockholder or Transferee at least fifteen (15) days prior to the consummation of such sale, setting forth (i) the consideration terms of such transaction are the same for all Management Stockholders (other than any Management Stockholder who elects to be received by contribute its Restricted Shares to the holders of shares of Common Stock, acquiring or surviving company in such transaction) and (ii) the identity of the Purchaser, (iii) any other material terms and conditions of the proposed Transfer and (iv) the date of the proposed Transfer. The Company shall be responsible for the proportionate share of the costs of the proposed Transfer incurred by the Management Stockholders and any Transferees to the extent not paid or reimbursed by the proposed Purchaser. Notwithstanding the foregoing, the no Management Stockholder shall not be required to agree to any additional a non-compete or similar restrictions restriction that is more restrictive (in either scope or duration) than that contained in any agreement to which such Management Stockholder is a party as of the date of such transaction. Subject to the foregoing conditions, each Management Stockholder shall vote all of his or her shares of Class A Stock in favor of, and waive all dissenters and appraisal rights in connection with, such Change in Control transaction. In connection with the exercise of any Drag-Along Right, no Management Stockholder, without such Management Stockholder’s consent, shall be required to (x) make representations and warranties, except as to title and related matters; which shall in no way relate to operational matters of the Company or its subsidiaries or (y) provide any indemnity in excess of the net proceeds received by such Management Stockholder from such sale, or that applies on a non-prorata basis, or that applies on any basis other than a several and not joint basis. Notwithstanding the foregoing in this Section 3(a), if the Principal Stockholders do not invoke their Drag-Along Right in connection with any Change in Control involving a sale of securities by the salePrincipal Stockholders, then the Tag-Along Right described in Section 4 below shall apply to such Change in Control.

Drag-Along Rights. If one or more Majority Stockholder desires to (i) sellTransfer, prior to the Agreement Termination Date, forty percent (40%) or more any portion of its direct or indirect pecuniary interest (as defined in Rule 16a-1 under the Exchange Act) in any Shares of Common Stock (including through the disposition of interests in LVB Acquisition Holding, LLC (“LVB LLC”))Stock, in a single transaction or a series of related transactions, to a good faith independent purchaser (a “Purchaser”) (other than any other Majority Stockholder, other investment partnership, limited liability company or other entity established for investment purposes and controlled by one or more of the members (other than passive investors) or the principals of the Majority Stockholder or any of their Affiliates affiliates and other than any Employees of the Majority Stockholder or their Affiliatesaffiliates, hereinafter referred to as a “Permitted Transferee”) upon such terms and conditions as agreed to with the Majority Stockholder, the Management Stockholder or Transferee agrees, at the request of the Majority Stockholder, to sell to such Purchaser a number of its Shares of Common Stock, not to exceed (ai) the number of Shares of Common Stock held by such Management Stockholder or Transferee (including Shares of Common Stock underlying any Options held by the Management Stockholder or a Transferee) multiplied by (bii) a fraction, the numerator of which is the aggregate number of Shares of Common Stock in which the Majority Stockholder has a pecuniary interest that such the Majority Stockholder has proposed to be transferred, and the denominator of which is the aggregate number of Shares of Common Stock in which the Majority Stockholder has a pecuniary interest (or to vote such number of Shares in favor of any merger or other transaction which would effect a sale of such Shares) at the same price per share of Common Stock (less any applicable Exercise Price (as defined in the Plan)) and pursuant to the same terms and conditions with respect to payment for the Shares as agreed to by the Majority Stockholder; provided that, except with respect to any liability incurred by such Management Stockholder or any Transferee individually, the Management Stockholders and any Transferees shall not be liable to a Purchaser for an amount greater than the proceeds from the sale. In such case, the Majority Stockholder shall give written notice of such sale to the Management Stockholder or Transferee at least fifteen ten (1510) days prior to the consummation of such sale, setting forth (iA) the consideration to be received by the holders of shares of Common Stock, (iiB) the identity of the Purchaser, (iiiC) any other material terms and conditions of the proposed Transfer and (ivD) the date of the proposed Transfer. The Company shall be responsible for the proportionate share of the costs of the proposed Transfer incurred by the Management Stockholders and any Transferees to the extent not paid or reimbursed by the proposed PurchaserPurchaser or by the Company. Notwithstanding the foregoing, the Management Stockholder shall not be required to agree to any additional non-compete or similar restrictions in connection with the sale. To the extent the Company requires the sale of Shares underlying unvested Options held by a Management Stockholder pursuant to this Section 4(a), such unvested Options shall vest immediately prior to such sale and shall reduce the number of unvested Options that are scheduled (or eligible) to vest on the next occurring vesting date(s) applicable to such Options, not below zero, until such time as the Options have returned to their normal vesting schedule, in any case as determined by the Majority Stockholder in good faith.

Drag-Along Rights. If one In the event that the Proposed Sale is a bona fide sale or more other bona fide transfer for value of at least 50% of the Shares then held by the Majority Stockholder desires to (i) sell, prior to the Agreement Termination Date, forty percent (40%) or more of its direct or indirect pecuniary interest (as defined in Rule 16a-1 under the Exchange Act) in any Shares of Common Stock (including through the disposition of interests in LVB Acquisition Holding, LLC (“LVB LLC”)), in a single transaction or a series of related transactions, to a good faith independent purchaser non-affiliated third party (a “Third Party Purchaser”) (other than any other Majority Stockholder, other investment partnership, limited liability company or other entity established for investment purposes and controlled by one or more of the members (other than passive investors) or the principals of the Majority Stockholder or any of their Affiliates and other than any Employees of the Majority Stockholder or their Affiliates, hereinafter referred to as a “Permitted Transferee”) upon such terms and conditions as agreed to with the Majority Stockholder, the Management Stockholder or Transferee agrees, at the request of the Majority Stockholder, to sell to such Purchaser a number of its Shares of Common Stock, not to exceed (a) the number of Shares of Common Stock held by such Management Stockholder or Transferee multiplied by (b) a fraction, the numerator of which is the aggregate number of Shares of Common Stock in which the Majority Stockholder has a pecuniary interest that such Majority Stockholder has proposed to be transferred, and the denominator of which is the aggregate number of Shares of Common Stock in which the Majority Stockholder has a pecuniary interest (or to vote such number of Shares in favor of any merger or other transaction which would effect a sale of such Shares) at the same price per share of Common Stock and pursuant to the same terms and conditions with respect to payment for the Shares as agreed to by the Majority Stockholder; provided that, except with respect to any liability incurred by such Management Stockholder or any Transferee individually, the Management Stockholders and any Transferees shall not be liable to a Purchaser for an amount greater than the proceeds from the sale. In such case), the Majority Stockholder shall give written notice have the right to require each of the other Stockholders to sell, and each of the other Stockholders hereby agrees to sell, an equal percentage (by number and by class and series of security, provided that all series of common stock shall be counted as one series for purposes of determining this percentage and such percentage shall be determined on a fully diluted basis) of his, her or its Shares (the “Drag Along Right”) to such Third Party Purchaser on the same terms and conditions, and at the same time as, the Proposed Sale. If the Majority Stockholder has by way of the Disposition Notice exercised its Drag Along Rights, then, promptly upon receipt of such sale Disposition Notice, each Stockholder (each a “Drag Along Stockholder”) shall deliver or cause to be delivered to the Management Majority Stockholder (or Transferee at least fifteen (15such other Person as may be agreed upon between the Majority Stockholder and each such Drag Along Stockholder) days prior to the consummation of such sale, setting forth (i) the consideration to be received held by the holders Majority Stockholder (or such other agreed upon Person) in escrow for sale or return upon the terms of shares this Section 2.4, the certificate or certificates representing the Shares to be sold pursuant to this Section 2.4(b), duly endorsed or accompanied by executed stock powers, together with a limited power-of-attorney authorizing the Majority Stockholder to sell such Shares in accordance with the terms of Common Stock, (ii) this Section 2.4(b). To the identity fullest extent of the Purchaser, (iii) any other material terms and conditions of the proposed Transfer and (iv) the date of the proposed Transfer. The Company shall be responsible for the proportionate share of the costs of the proposed Transfer incurred by the Management Stockholders and any Transferees to the extent not paid or reimbursed by the proposed Purchaser. Notwithstanding the foregoinglaw, the Management Stockholder shall not be required Stockholders expressly waive any appraisal rights conferred under the Delaware General Corporation Law for any transaction with respect to agree to any additional non-compete or similar restrictions in connection with which the saleDrag Along Right is validly exercised.

Drag-Along Rights. If one or more the Majority Stockholder desires to (i) sell, prior to the Agreement Termination Date, forty twenty percent (4020%) or more of its direct or indirect pecuniary interest (as defined in Rule 16a-1 under the Exchange Act) in any Shares of Common Stock (including through the disposition of interests in LVB Acquisition Holding, LLC (“LVB LLC”))Stock, in a single transaction or a series of related transactions, to a good faith independent purchaser (a “Purchaser”) (other than any other Majority Stockholder, other investment partnership, limited liability company or other entity established for investment purposes and controlled by one or more of the members (other than passive investors) or the principals of the Majority Stockholder or any of their Affiliates and other than any Employees of the Majority Stockholder or their Affiliates, hereinafter referred to as a “Permitted Transferee”) upon such terms and conditions as agreed to with the Majority Stockholder), the Management Stockholder or Transferee agrees, at the request of the Majority Stockholder, to sell to such Purchaser a number of its Shares of Common Stock, not to exceed (a) the number of Shares of Common Stock held by such Management Stockholder or Transferee multiplied by (b) a fraction, the numerator of which is the aggregate number of Shares of Common Stock in which the Majority Stockholder has a pecuniary interest that such Majority Stockholder has proposed to be transferred, and the denominator of which is the aggregate number of Shares of Common Stock in which the Majority Stockholder has a pecuniary interest (or to vote such number of Shares in favor of any merger or other transaction which would effect a sale of such Shares) at the same price per share of Common Stock and pursuant to the same terms and conditions with respect to payment for the Shares as agreed to by the Majority Stockholder; provided that, except with respect to any liability incurred by such Management Stockholder for his or any Transferee individuallyher own acts or omissions, the Management Stockholders and any Transferees shall not be liable to a Purchaser for an amount greater than the proceeds from the sale. In such case, the Majority Stockholder shall give written notice of such sale to the Management Stockholder or Transferee at least fifteen (15) days prior to the consummation of such sale, setting forth (i) the consideration to be received by the holders of shares of Common Stock, (ii) the identity of the Purchaser, (iii) any other material terms and conditions of the proposed Transfer and (iv) the date of the proposed Transfer. The Company shall be responsible for the proportionate share of the costs of the proposed Transfer incurred by the Management Stockholders and any Transferees to the extent not paid or reimbursed by the proposed Purchaser. Notwithstanding the foregoing, the Management Stockholder shall not be required to agree to any additional non-compete or similar restrictions in connection with the sale.

Drag-Along Rights. (a) If one the Sponsor Funds propose a transaction involving the Transfer of Common Stock or more Majority Stockholder desires a transaction involving the Transfer of any portion of the assets of the Company (whether through a stock sale, a merger, a recapitalization, a consolidation transaction, a transaction involving the transfer of the assets of the Company or otherwise) to any Person other than a member of the Apollo Group (a “Prospective Purchaser”), then the Sponsor Funds shall have the right (the “Drag Along Right”) to compel the remaining Stockholders (the “Drag Along Stockholders”) to sell their shares of Common Stock to the Prospective Purchaser for a consideration per share and on terms and conditions no less favorable to the Drag Along Stockholders than those the Sponsor Funds obtain for their Common Stock (and in the case of a transfer of such shares or a transfer of assets of the Company, or other transaction requiring the vote of the Drag Along Stockholders, this Drag Along Right requires the Drag Along Confidential Treatment Requested by The Fresh Market Holdings, Inc. Pursuant to 17 C.F.R. Section 200.83 Stockholders to vote their shares in favor of the transaction and to tender their shares for the transaction consideration); provided, however, that the Drag Along Stockholders shall not be required to (i) sell, prior make any representations and warranties to the Agreement Termination DateProspective Purchaser other than those representations and warranties made by the Sponsor Funds, forty percent (40%ii) be subject to any additional covenants and indemnification obligations than those to which the Sponsor Funds are subject to, or more (iii) pay indemnity to the Prospective Purchaser (other than in cases of its direct or indirect pecuniary interest (as defined in Rule 16a-1 under the Exchange Actfraud) in any Shares excess of the aggregate consideration received by such Drag Along Stockholder in the transaction (which indemnity obligations shall be several, and not joint and several, among the Stockholders and shall be on a pro rata basis based on the relative consideration (whether in cash or otherwise) received or to be received by each such Stockholder, other than obligations that relate specifically to a particular Stockholder such as indemnification with respect to representations and warranties given by a Stockholder regarding such Stockholder’s title to and ownership of such Stockholder’s shares of Common Stock). In addition, the obligations of each Drag Along Stockholder pursuant to this Section 3 are subject to the satisfaction of the condition that each Drag Along Stockholder will receive the same form and amount of consideration with respect to each share of Common Stock as each other Stockholder receives with respect to such Stockholder’s shares of Common Stock; provided, however, that any Drag Along Stockholder who does not deliver representations and warranties satisfactory to the Company that it is an “accredited investor” within the meaning of Rule 501 under the Securities Act (including through unless another exemption from registration under the disposition of interests in LVB Acquisition Holding, LLC (“LVB LLC”)Securities Act is available), may be excluded from receiving any securities in a single transaction or a series connection with such Transfer and such Drag Along Stockholder shall receive, in lieu thereof, an amount in cash equal to the fair value (as determined by the Company Board) of related transactionsthe securities which such Drag Along Stockholder would otherwise receive in connection with such Transfer. The number of shares subject to the Drag Along Right shall be, as to a good faith independent purchaser (a “Purchaser”) (other than any other Majority each Drag Along Stockholder, other investment partnership, limited liability company or other entity established for investment purposes and controlled by one or more of the members (other than passive investors) or the principals of the Majority Stockholder or any of their Affiliates and other than any Employees of the Majority Stockholder or their Affiliates, hereinafter referred to as a “Permitted Transferee”) upon such terms and conditions as agreed to with the Majority Stockholder, the Management Stockholder or Transferee agrees, at the request of the Majority Stockholder, to sell to such Purchaser a number of its Shares of Common Stock, not to exceed (a) the number of Shares shares of Common Stock held by such Management Stockholder or Transferee multiplied by (b) a fraction, that represents the numerator Proportionate Percentage of which is the aggregate number of Shares all shares of Common Stock in which owned by such Drag Along Stockholder. The Sponsor Funds shall exercise the Majority Stockholder has a pecuniary interest that such Majority Stockholder has proposed Drag Along Right by giving written notice (the “Drag Along Notice”), not less than 20 days prior to be transferredconsummation of the transfer to the Prospective Purchaser, to the Company and the denominator Drag Along Stockholders stating: (A) that they propose to effect such a transaction; (B) the name of which is the aggregate number of Shares of Common Stock in which Prospective Purchaser; (C) the Majority Stockholder has a pecuniary interest (or to vote such number of Shares in favor of any merger or other transaction which would effect a sale of such Shares) at the same proposed purchase price per share of Common Stock and pursuant or for such assets; (D) the Proportionate Percentage; (E) that all the Drag Along Stockholders shall be obligated to the same sell their shares upon terms and conditions no less favorable to the Drag Along Stockholders than those the Sponsor Funds are able to obtain for their shares, including entering into agreements with other persons on terms substantially identical to or more favorable to the Drag Along Stockholders than those applicable to the Sponsor Funds and obtaining any required consents; and (F) in the case of a transfer, whether through a stock sale, a merger, a recapitalization, a consolidation transaction, a transaction involving the transfer of the assets of the Company or otherwise, of such shares or of such assets in a transaction requiring the vote of or tenders by the Drag Along Stockholders, that all the Drag Along Stockholders shall be obligated to vote in favor of such transaction and, if applicable, tender their shares for the transaction consideration. Each Drag Along Stockholder affirms that its agreement to vote for the approval of the transaction with respect to payment for the Shares transfer of shares or assets to the Prospective Purchaser under this Section 3 is given as agreed a condition of this Agreement and as such is coupled with an interest and is irrevocable. This voting agreement shall remain in full force and effect throughout the time that this Section 3 is in effect. It is understood that this voting agreement relates solely to by the Majority Stockholder; provided that, except transaction with respect a Prospective Purchaser as described in this Section 3 and does not constitute the agreement to vote or consent as to any liability incurred by such Management Stockholder or any Transferee individually, the Management Stockholders and any Transferees shall not be liable to a Purchaser for an amount greater than the proceeds from the sale. In such case, the Majority Stockholder shall give written notice of such sale to the Management Stockholder or Transferee at least fifteen (15) days prior to the consummation of such sale, setting forth (i) the consideration to be received by the holders of shares of Common Stock, (ii) the identity of the Purchaser, (iii) any other material terms and conditions of the proposed Transfer and (iv) the date of the proposed Transfer. The Company shall be responsible for the proportionate share of the costs of the proposed Transfer incurred by the Management Stockholders and any Transferees to the extent not paid or reimbursed by the proposed Purchaser. Notwithstanding the foregoing, the Management Stockholder shall not be required to agree to any additional non-compete or similar restrictions in connection with the salematters.

Drag-Along Rights. (a) If one the Sponsor Funds propose a transaction involving the Transfer of Common Stock or more Majority Stockholder desires a transaction involving the Transfer of any portion of the assets of the Company (whether through a stock sale, a merger, a recapitalization, a consolidation transaction, a transaction involving the transfer of the assets of the Company or otherwise) to any Person other than a member of the Apollo Group (a “Prospective Purchaser”), then the Sponsor Funds shall have the right (the “Drag Along Right”) to compel the remaining Stockholders (the “Drag Along Stockholders”) to sell their shares of Common Stock to the Prospective Purchaser for a consideration per share and on terms and conditions no less favorable to the Drag Along Stockholders than those the Sponsor Funds obtain for their Common Stock (and in the case of a transfer of such shares or a transfer of assets of the Company, or other transaction requiring the vote of the Drag Along Stockholders, this Drag Along Right requires the Drag Along Stockholders to vote their shares in favor of the transaction and to tender their shares for the transaction consideration); provided, however, that the Drag Along Stockholders shall not be required to (i) sell, prior make any representations and warranties to the Agreement Termination DateProspective Purchaser other than those representations and warranties made by the Sponsor Funds, forty percent (40%ii) be subject to any additional covenants and indemnification obligations than those to which the Sponsor Funds are subject to, or more (iii) pay indemnity to the Prospective Purchaser (other than in cases of its direct or indirect pecuniary interest (as defined in Rule 16a-1 under the Exchange Actfraud) in any Shares excess of the aggregate consideration received by such Drag Along Stockholder in the transaction (which indemnity obligations shall be several, and not joint and several, among the Stockholders and shall be on a pro rata basis based on the relative consideration (whether in cash or otherwise) received or to be received by each such Stockholder, other than obligations that relate specifically to a particular Stockholder such as indemnification with respect to representations and warranties given by a Stockholder regarding such Stockholder’s title to and ownership of such Stockholder’s shares of Common Stock). In addition, the obligations of each Drag Along Stockholder pursuant to this Section 3 are subject to the satisfaction of the condition that each Drag Along Stockholder will receive the same form and amount of consideration with respect to each share of Common Stock as each other Stockholder receives with respect to such Stockholder’s shares of Common Stock; provided, however, that any Drag Along Stockholder who does not deliver representations and warranties satisfactory to the Company that it is an “accredited investor” within the meaning of Rule 501 under the Securities Act (including through unless another exemption from registration under the disposition of interests in LVB Acquisition Holding, LLC (“LVB LLC”)Securities Act is available), may be excluded from receiving any securities in a single transaction or a series connection with such Transfer and such Drag Along Stockholder shall receive, in lieu thereof, an amount in cash equal to the fair value (as determined by the Company Board) of related transactionsthe securities which such Drag Along Stockholder would otherwise receive in connection with such Transfer. The number of shares subject to the Drag Along Right shall be, as to a good faith independent purchaser (a “Purchaser”) (other than any other Majority each Drag Along Stockholder, other investment partnership, limited liability company or other entity established for investment purposes and controlled by one or more of the members (other than passive investors) or the principals of the Majority Stockholder or any of their Affiliates and other than any Employees of the Majority Stockholder or their Affiliates, hereinafter referred to as a “Permitted Transferee”) upon such terms and conditions as agreed to with the Majority Stockholder, the Management Stockholder or Transferee agrees, at the request of the Majority Stockholder, to sell to such Purchaser a number of its Shares of Common Stock, not to exceed (a) the number of Shares shares of Common Stock held by such Management Stockholder or Transferee multiplied by (b) a fraction, that represents the numerator Proportionate Percentage of which is the aggregate number of Shares all shares of Common Stock in which owned by such Drag Along Stockholder. The Sponsor Funds shall exercise the Majority Stockholder has a pecuniary interest that such Majority Stockholder has proposed Drag Along Right by giving written notice (the “Drag Along Notice”), not less than 20 days prior to be transferredconsummation of the transfer to the Prospective Purchaser, to the Company and the denominator Drag Along Stockholders stating: (A) that they propose to effect such a transaction; (B) the name of which is the aggregate number of Shares of Common Stock in which Prospective Purchaser; (C) the Majority Stockholder has a pecuniary interest (or to vote such number of Shares in favor of any merger or other transaction which would effect a sale of such Shares) at the same proposed purchase price per share of Common Stock and pursuant or for such assets; (D) the Proportionate Percentage; (E) that all the Drag Along Stockholders shall be obligated to the same sell their shares upon terms and conditions no less favorable to the Drag Along Stockholders than those the Sponsor Funds are able to obtain for their shares, including entering into agreements with other persons on terms substantially identical to or more favorable to the Drag Along Stockholders than those applicable to the Sponsor Funds and obtaining any required consents; and (F) in the case of a transfer, whether through a stock sale, a merger, a recapitalization, a consolidation transaction, a transaction involving the transfer of the assets of the Company or otherwise, of such shares or of such assets in a transaction requiring the vote of or tenders by the Drag Along Stockholders, that all the Drag Along Stockholders shall be obligated to vote in favor of such transaction and, if applicable, tender their shares for the transaction consideration. Each Drag Along Stockholder affirms that its agreement to vote for the approval of the transaction with respect to payment for the Shares transfer of shares or assets to the Prospective Purchaser under this Section 3 is given as agreed a condition of this Agreement and as such is coupled with an interest and is irrevocable. This voting agreement shall remain in full force and effect throughout the time that this Section 3 is in effect. It is understood that this voting agreement relates solely to by the Majority Stockholder; provided that, except transaction with respect a Prospective Purchaser as described in this Section 3 and does not constitute the agreement to vote or consent as to any liability incurred by such Management Stockholder or any Transferee individually, the Management Stockholders and any Transferees shall not be liable to a Purchaser for an amount greater than the proceeds from the sale. In such case, the Majority Stockholder shall give written notice of such sale to the Management Stockholder or Transferee at least fifteen (15) days prior to the consummation of such sale, setting forth (i) the consideration to be received by the holders of shares of Common Stock, (ii) the identity of the Purchaser, (iii) any other material terms and conditions of the proposed Transfer and (iv) the date of the proposed Transfer. The Company shall be responsible for the proportionate share of the costs of the proposed Transfer incurred by the Management Stockholders and any Transferees to the extent not paid or reimbursed by the proposed Purchaser. Notwithstanding the foregoing, the Management Stockholder shall not be required to agree to any additional non-compete or similar restrictions in connection with the salematters.