Common use of Drag-Along Rights Clause in Contracts

Drag-Along Rights. (a) If at any time the Special Limited Partner and/or its Affiliates desire to Transfer in one or more transactions all or any portion of its and/or their Partnership Interests (or any beneficial interest therein) in an arm’s-length transaction to a bona fide third party that is not an Affiliate of the Special Limited Partner (an “Applicable Sale”), the Special Limited Partner can require each other Partner and Assignee to sell the same ratable share of its Partnership Interests as is being sold by the Special Limited Partner and such Affiliates (based upon the total Partnership Interests held by the Special Limited Partner and its Affiliates at such time) on the same terms and conditions (“Drag-Along Right”). The Special Limited Partner may in its sole discretion elect to cause the General Partner and/or the Partnership to structure the Applicable Sale as a merger or consolidation or as a sale of the Partnership’s assets. If such Applicable Sale is structured (i) as a merger or consolidation, then no Limited Partner or Assignee shall have any dissenters’ rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) as a sale of assets, then no Limited Partner may object to any subsequent liquidation or other distribution of the proceeds therefrom. Each Limited Partner and Assignee agrees to consent to, and raise no objections against, an Applicable Sale. In the event of the exercise by the Special Limited Partner of its Drag-Along Right pursuant to this Section 7.4, each Limited Partner and Assignee shall take all reasonably necessary and desirable actions approved by the Special Limited Partner in connection with the consummation of the Applicable Sale, including the execution of such agreements and such instruments and other actions reasonably necessary to provide customary and reasonable representations, warranties, indemnities, covenants, conditions and other agreements relating to such Applicable Sale and to otherwise effect the transaction; provided, however, that (A) such Limited Partners and Assignees shall not be required to give disproportionately greater or more onerous representations, warranties, indemnities or covenants than the Special Limited Partner or its Affiliates, (B) such Limited Partners and Assignees shall not be obligated to bear any share of the out-of-pocket expenses, costs or fees (including attorneys’ fees) incurred by the Partnership or its Affiliates in connection with such Applicable Sale unless and to the extent that such expenses, costs and fees were incurred for the benefit of the Partnership or all of its Partners, (C) such Limited Partners and Assignees shall not be obligated or otherwise responsible for more than their proportionate share of any indemnities or other liabilities incurred by the Partnership and the Limited Partners as sellers in respect of such Applicable Sale, and (D) any indemnities or other liabilities approved by the Special Limited Partner or the General Partner shall be limited, in respect of each Limited Partner, to such Limited Partner’s share of the proceeds from the Applicable Sale.

Drag-Along Rights. (a) If at any time the Special Limited Partner and/or its Affiliates desire Subject to Transfer in Section 7.08, if one or more transactions all of the DLJMB Members (collectively, the “Drag-Along Seller”) propose to Transfer Units to any Third Party or any portion of its and/or their Partnership Interests Parties (or any beneficial interest thereinthe “Drag-Along Transferee”) in an arm’sa single transaction or in a series of related transactions and the Units to be Transferred by the Drag-length transaction to Along Seller represent not less than 50% of Units then owned by the DLJMB Members in the aggregate (any such Transfer, a bona fide third party that is not an Affiliate of the Special Limited Partner (an “Applicable Drag-Along Sale”), the Special Limited Partner can Drag-Along Seller may at its option require each Other Member to Transfer, and each other Partner and Assignee Member hereby agrees to sell Transfer, the same ratable share Drag-Along Portion of its Partnership Interests as is being sold by the Special Limited Partner and such Affiliates (based upon the total Partnership Interests held by the Special Limited Partner and its Affiliates at such time) on the same terms and conditions Units (“Drag-Along RightRights”)) then held by such Other Member. The Special Limited Partner may All Other Members shall cooperate in, and shall take all actions that the Drag-Along Seller deems reasonably necessary or desirable to consummate the Drag-Along Sale, including, without limitation, (i) voting their respective Units (or executing and delivering any written consents in its sole discretion elect lieu thereof) in favor of the Drag-Along Sale, including voting to cause the General Partner and/or the Partnership to structure the Applicable approve a Drag-Along Sale if such Drag-Along Sale is structured as a merger or consolidation or as a sale of all or substantially all of the Partnership’s assets. If such Applicable Sale is structured assets of the Company, and against any action or proposal that may prevent, hinder or impede the consummation of the Drag-Along Sale, (iii) as a merger or consolidationto the extent permitted by applicable law, then no Limited Partner or Assignee shall have not exercising any dissenters’ rights, or appraisal rights or similar rights in connection with such merger or consolidation or (ii) as a sale of assets, then no Limited Partner to which they may object to any subsequent liquidation or other distribution of the proceeds therefrom. Each Limited Partner and Assignee agrees to consent to, and raise no objections against, an Applicable Sale. In the event of the exercise by the Special Limited Partner of its Drag-Along Right pursuant to this Section 7.4, each Limited Partner and Assignee shall take all reasonably necessary and desirable actions approved by the Special Limited Partner be entitled in connection with the consummation of the Applicable Sale, including the execution of such agreements and such instruments and other actions reasonably necessary to provide customary and reasonable representations, warranties, indemnities, covenants, conditions and other agreements relating to such Applicable Sale and to otherwise effect the transaction; provided, however, that (A) such Limited Partners and Assignees shall not be required to give disproportionately greater or more onerous representations, warranties, indemnities or covenants than the Special Limited Partner or its Affiliates, (B) such Limited Partners and Assignees shall not be obligated to bear any share of the outDrag-of-pocket expenses, costs or fees (including attorneys’ fees) incurred by the Partnership or its Affiliates in connection with such Applicable Sale unless and to the extent that such expenses, costs and fees were incurred for the benefit of the Partnership or all of its Partners, (C) such Limited Partners and Assignees shall not be obligated or otherwise responsible for more than their proportionate share of any indemnities or other liabilities incurred by the Partnership and the Limited Partners as sellers in respect of such Applicable Along Sale, and (Diii) subject to Section 7.07(b), entering into agreements with the Drag-Along Transferee on terms substantially identical to those (if any) entered into between the Drag-Along Transferee and the Drag-Along Seller. Each Other Member hereby grants to the Drag-Along Seller, an irrevocable proxy coupled with an interest to vote, including in any indemnities action by written consent, such Other Member’s Units in accordance with such Other Member’s agreements in this Section 7.07 and a power of attorney to execute and deliver in the name and on behalf of such Other Member all such agreements, instruments and other documentation (including any written consents of Members) as is required to Transfer the Units held by such Other Member to the Drag-Along Transferee. The Drag-Along Seller shall provide notice to each Other Member that sets forth the circumstances in which such proxy or other liabilities approved by power of attorney was used immediately following the Special Limited Partner or the General Partner shall be limited, in respect of each Limited Partner, to such Limited Partner’s share exercise of the proceeds from the Applicable SaleDrag-Along Seller’s rights as set forth above.

Drag-Along Rights. (a) If at any time In the Special Limited Partner and/or event that a Disposition Event is approved by the board of directors of the Corporation or is otherwise effected or to be effected with the consent or approval of the board of directors of the Corporation, Blueapple and its Affiliates desire Permitted Transferees agrees to Transfer in one or more transactions all or of their respective Common Units on the terms and conditions contemplated by this Section 10.09, effective and contingent upon the consummation of such Disposition Event, for consideration per Common Unit (before taking into account any portion of its and/or their Partnership Interests (or any beneficial interest thereinrights such Person may have under the Tax Receivable Agreement) in an arm’s-length transaction equal to a bona fide third party that is not an Affiliate of the Special Limited Partner (an “Applicable Sale”), the Special Limited Partner can require each other Partner and Assignee to sell the same ratable kind and amount of stock or securities, cash or other property, as the case may be, into which a share of its Partnership Interests as Class A Common Stock is being sold by converted or exchanged in the Special Limited Partner Transaction, and otherwise with respect to such Affiliates (based upon the total Partnership Interests held by the Special Limited Partner and its Affiliates at such time) Common Units on the same terms and conditions (“Drag-Along Right”)as apply to the shares of Class A Common Stock in such Disposition Event, with such modifications as are appropriate, as determined in good faith by the Manager, to reflect the fact that Common Units rather than shares of Class A Common Stock will be Transferred. The Special Limited Partner may Such Transfer shall be structured in its the sole discretion elect to cause the General Partner and/or the Partnership to structure the Applicable Sale as a merger or consolidation or as a sale of the Partnership’s assets. If such Applicable Sale is structured (i) as a merger or consolidationManager and, then no Limited Partner or Assignee shall have any dissenters’ rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) as a sale of assets, then no Limited Partner may object without limitation to any subsequent liquidation other structure, the Manager will use its reasonable best efforts expeditiously and in good faith to take all such actions and do all such things as are necessary or other distribution desirable to enable and permit Blueapple and its Permitted Transferees to participate in such Disposition Event to the same extent or on an economically equivalent basis as the holders of shares of Class A Common Stock without discrimination; provided that, without limiting the proceeds therefrom. Each Limited Partner generality of this sentence, the Manager will use its reasonable best efforts expeditiously and Assignee agrees in good faith to consent toensure that Blueapple and its Permitted Transferees may participate in each such Disposition Event without being required to have their Common Units and any associated shares of Class B Common Stock redeemed (or, if so required, to ensure that any such redemption shall be effective only upon, and raise no objections againstshall be conditional upon, an Applicable Sale. In the event of the exercise by the Special Limited Partner of its Drag-Along Right pursuant to this Section 7.4, each Limited Partner and Assignee shall take all reasonably necessary and desirable actions approved by the Special Limited Partner in connection with the consummation of the Applicable Sale, including the execution closing of such agreements and such instruments and other actions reasonably necessary to provide customary and reasonable representationsdisposition Event, warrantiesor, indemnitiesas applicable, covenants, conditions and other agreements relating to such Applicable Sale and to otherwise effect the transaction; provided, however, that (A) such Limited Partners and Assignees shall not be required to give disproportionately greater or more onerous representations, warranties, indemnities or covenants than the Special Limited Partner or its Affiliates, (B) such Limited Partners and Assignees shall not be obligated to bear any share of the out-of-pocket expenses, costs or fees (including attorneys’ fees) incurred by the Partnership or its Affiliates in connection with such Applicable Sale unless and to the extent that such expenses, costs and fees were incurred for necessary to exchange the benefit number of the Partnership or all of its Partners, (C) such Limited Partners and Assignees shall not be obligated or otherwise responsible for more than their proportionate share of any indemnities or other liabilities incurred by the Partnership and the Limited Partners as sellers in respect of such Applicable Sale, and (D) any indemnities or other liabilities approved by the Special Limited Partner or the General Partner shall be limited, in respect of each Limited Partner, to such Limited Partner’s share of the proceeds from the Applicable SaleCommon Units being repurchased).

Drag-Along Rights. (a) If at any time So long as the Special Limited Partner and/or its Affiliates desire Francisco Partners Group beneficially owns (as determined pursuant to Transfer in one Rule 13d-3 promulgated under the Exchange Act) 10% or more transactions all or any portion of its and/or their Partnership Interests (or any beneficial interest therein) in an arm’s-length transaction to a bona fide third party that is not an Affiliate of the Special Limited Partner outstanding Common Shares and the Xxxxxxxx Group does not beneficially own (an as determined pursuant to Rule 13d-3 promulgated under the Exchange Act) a greater number of Common Shares than that beneficially owned (as determined pursuant to Rule 13d-3 promulgated under the Exchange Act) by the Francisco Partners Group, if holders of 50.1% of the outstanding Common Shares, including the Francisco Partners Group (the “Applicable SaleAccepting Shareholders”), agree (individually or in the Special Limited Partner can require each other Partner and Assignee aggregate) to sell enter into, or vote to approve, a transaction, or series of transactions, with a non-affiliated third party (the same ratable share “Third Party Buyer”) which would result in a Change of its Partnership Interests as is being sold by the Special Limited Partner and such Affiliates (based upon the total Partnership Interests held by the Special Limited Partner and its Affiliates at such time) on the same terms and conditions Control Event (“Drag-Along RightTransaction”). The Special Limited Partner may in its sole discretion elect , each Shareholder other than the Accepting Shareholders (“Non-Accepting Shareholders”), shall be obliged to approve the Drag-Along Transaction and to take all necessary action to cause the General Partner and/or Corporation to consummate the Partnership Drag-Along Transaction, including, without limitation, taking each of the following actions, as applicable (i) vote or take such other action necessary to structure approve the Applicable Sale as Drag-Along Transaction (or any portion thereof), and execute and deliver all documents and instruments to give effect to such acceptance, (ii) if the Drag-Along Transaction is structured to include a merger or consolidation or tender offer, tender the Common Shares owned by the Non-Accepting Shareholders into the Drag-Along Transaction, and (iii) if the Drag-Along Transaction is structured as a sale of stock, sell or transfer up to that percentage of Common Shares equal to the Partnership’s assets. If such Applicable Sale is structured (i) as a merger or consolidation, then no Limited Partner or Assignee shall have any dissenters’ rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) as a sale of assets, then no Limited Partner may object to any subsequent liquidation or other distribution percentage of the proceeds therefrom. Each Limited Partner and Assignee agrees Common Shares held by the Accepting Shareholders which are being transferred to consent tothe Third Party Buyer, and raise no objections against, an Applicable Sale. In the event of the exercise by the Special Limited Partner of its Drag-Along Right pursuant execute and deliver all documents and instruments to this Section 7.4, each Limited Partner and Assignee shall take all reasonably necessary and desirable actions approved by the Special Limited Partner in connection with the consummation of the Applicable Sale, including the execution of such agreements and such instruments and other actions reasonably necessary to provide customary and reasonable representations, warranties, indemnities, covenants, conditions and other agreements relating give effect to such Applicable Sale and to otherwise effect sale or transfer. For greater certainty, the transaction; provided, however, that (A) such Limited Partners and Assignees Non-Accepting Shareholders shall not be required to give disproportionately greater or more onerous representations, warranties, indemnities or covenants than take any actions to further the Special Limited Partner or its Affiliates, (B) such Limited Partners and Assignees shall not be obligated to bear any share consummation of the outDrag-of-pocket expenses, costs or fees (including attorneys’ fees) incurred by the Partnership or its Affiliates in connection with such Applicable Sale Along Transaction pursuant to this Section 6.4 unless and to until the extent that such expenses, costs and fees were incurred for the benefit holders of 50.1% of the Partnership outstanding Common Shares have irrevocably agreed to enter into, have entered into, or all of its Partners, (C) such Limited Partners and Assignees shall not be obligated or otherwise responsible for more than their proportionate share of any indemnities or other liabilities incurred by have voted to approve the Partnership and the Limited Partners as sellers in respect of such Applicable Sale, and (D) any indemnities or other liabilities approved by the Special Limited Partner or the General Partner shall be limited, in respect of each Limited Partner, to such Limited Partner’s share of the proceeds from the Applicable SaleDrag Along Transaction.

Drag-Along Rights. (a) If at the General Partner elects to consummate a sale of all of the Units or equity interests in the Partnership (including by merger, consolidation, reorganization or combination of the Partnership) to any time the Special Limited Partner and/or its Affiliates desire to Transfer in one or more transactions all or any portion of its and/or their Partnership Interests (or any beneficial interest therein) in an arm’s-length transaction to a bona fide independent third party that is not an Affiliate of the Special Limited Partner (an each such transaction referred to as a “Applicable Sale”), the Special Limited General Partner can require shall notify the Partners and Economic Owners in writing of such Sale and provide a description of the Sale setting forth the reasonable details, terms, and conditions thereof. Upon request by the General Partner, each other Partner and Assignee Economic Owner will consent to sell and raise no objections to the same ratable share of its Partnership Interests as is being sold by the Special Limited Partner proposed transaction, and such Affiliates (based upon the total Partnership Interests held by the Special Limited Partner and its Affiliates at such time) on the same terms and conditions (“Drag-Along Right”). The Special Limited Partner may in its sole discretion elect will take all other actions reasonably necessary or desirable to cause the consummation of such Sale on the terms proposed by the General Partner and/or the Partnership to structure the Applicable Sale as a merger or consolidation or as a sale Partner. The obligations of the Partnership’s assetsPartners and Economic Owners pursuant to this Section 7.3(a) with respect to a Sale are subject to the following conditions: (x) the consideration payable upon consummation of such Sale to all of the Partners and Economic Owners shall be allocated among the Partners and Economic Owners as set forth in Section 4.1(a), and (y) upon the consummation of the Sale, all of the Partners and Economic Owners who own the same class of securities shall receive the same form of consideration per Unit as the other holders of the same class of securities. If Each Partner agrees to be bound by agreements with respect to indemnification obligations, amounts paid into escrow, amounts subject to holdbacks or amounts subject to post-closing purchase price adjustments, and agreements to appoint representatives; provided, that any such Applicable Sale is structured indemnification, escrow, holdback and adjustment obligations undertaken by any Partner (iA) as a merger or consolidationshall be in the reverse order of the distributions pursuant to Section 4.1(a) (i.e., then no Limited Partners and Economic Owners having the lowest priority of distributions having the first obligation with respect to any such indemnification, escrow, holdback and adjustment obligations), and (B) shall not exceed the total amount of consideration received by such Partner or Assignee shall have any dissenters’ rights, appraisal rights or similar rights in connection with such merger or consolidation or Sale (ii) as a sale of assetsexcept with respect to representations and warranties relating solely to such Partner, then no Limited Partner may object including title to any subsequent liquidation or other distribution of the proceeds therefrom. Each Limited Partner and Assignee agrees to consent to, and raise no objections against, an Applicable Sale. In the event of the exercise by the Special Limited Partner of its Drag-Along Right pursuant to this Section 7.4, each Limited Partner and Assignee shall take all reasonably necessary and desirable actions approved by the Special Limited Partner in connection with the consummation of the Applicable Sale, including the execution of such agreements and such instruments and other actions reasonably necessary to provide customary and reasonable representations, warranties, indemnities, covenants, conditions and other agreements relating to such Applicable Sale and to otherwise effect the transaction; provided, however, that (A) such Limited Partners and Assignees shall not be required to give disproportionately greater or more onerous representations, warranties, indemnities or covenants than the Special Limited Partner or its Affiliates, (B) such Limited Partners and Assignees shall not be obligated to bear any share of the out-of-pocket expenses, costs or fees (including attorneys’ fees) incurred by the Partnership or its Affiliates in connection with such Applicable Sale unless and to the extent that such expenses, costs and fees were incurred for the benefit of the Partnership or all of its Partners, (C) such Limited Partners and Assignees shall not be obligated or otherwise responsible for more than their proportionate share of any indemnities or other liabilities incurred by the Partnership and the Limited Partners as sellers in respect of such Applicable Sale, and (D) any indemnities or other liabilities approved by the Special Limited Partner or the General Partner shall be limited, in respect of each Limited Partner, to such Limited Partner’s share of the proceeds from the Applicable SaleUnits).

Drag-Along Rights. (a) If at any time the Special Limited Partner and/or its Affiliates desire Subject to Transfer in Section 8.08, if one or more transactions all of the DLJMB Members (collectively, the “Drag-Along Seller”) propose to Transfer Units to any Third Party or any portion of its and/or their Partnership Interests Parties (or any beneficial interest thereinthe “Drag-Along Transferee”) in an arm’sa single transaction or in a series of related transactions and the Units to be Transferred by the Drag-length transaction to Along Seller represent not less than 50% of Units then owned by the DLJMB Members in the aggregate (any such Transfer, a bona fide third party that is not an Affiliate of the Special Limited Partner (an “Applicable Drag-Along Sale”), the Special Limited Partner can Drag-Along Seller may at its option require each Other Member to Transfer, and each other Partner and Assignee Member hereby agrees to sell Transfer, the same ratable share Drag-Along Portion of its Partnership Interests as is being sold by the Special Limited Partner and such Affiliates (based upon the total Partnership Interests held by the Special Limited Partner and its Affiliates at such time) on the same terms and conditions Units (“Drag-Along RightRights”)) then held by such Other Member. The Special Limited Partner may All Other Members shall cooperate in, and shall take all actions that the Drag-Along Seller deems reasonably necessary or desirable to consummate the Drag-Along Sale, including, without limitation, (i) voting their respective Units (or executing and delivering any written consents in its sole discretion elect lieu thereof) in favor of the Drag-Along Sale, including voting to cause the General Partner and/or the Partnership to structure the Applicable approve a Drag-Along Sale if such Drag-Along Sale is structured as a merger or consolidation or as a sale of all or substantially all of the Partnership’s assets. If such Applicable Sale is structured assets of the Company, and against any action or proposal that may prevent, hinder or impede the consummation of the Drag-Along Sale, (iii) as a merger or consolidationto the extent permitted by applicable law, then no Limited Partner or Assignee shall have not exercising any dissenters’ rights, or appraisal rights or similar rights in connection with such merger or consolidation or (ii) as a sale of assets, then no Limited Partner to which they may object to any subsequent liquidation or other distribution of the proceeds therefrom. Each Limited Partner and Assignee agrees to consent to, and raise no objections against, an Applicable Sale. In the event of the exercise by the Special Limited Partner of its Drag-Along Right pursuant to this Section 7.4, each Limited Partner and Assignee shall take all reasonably necessary and desirable actions approved by the Special Limited Partner be entitled in connection with the consummation of the Applicable Sale, including the execution of such agreements and such instruments and other actions reasonably necessary to provide customary and reasonable representations, warranties, indemnities, covenants, conditions and other agreements relating to such Applicable Sale and to otherwise effect the transaction; provided, however, that (A) such Limited Partners and Assignees shall not be required to give disproportionately greater or more onerous representations, warranties, indemnities or covenants than the Special Limited Partner or its Affiliates, (B) such Limited Partners and Assignees shall not be obligated to bear any share of the outDrag-of-pocket expenses, costs or fees (including attorneys’ fees) incurred by the Partnership or its Affiliates in connection with such Applicable Sale unless and to the extent that such expenses, costs and fees were incurred for the benefit of the Partnership or all of its Partners, (C) such Limited Partners and Assignees shall not be obligated or otherwise responsible for more than their proportionate share of any indemnities or other liabilities incurred by the Partnership and the Limited Partners as sellers in respect of such Applicable Along Sale, and (Diii) subject to Section 8.07(b), entering into agreements with the Drag-Along Transferee on terms substantially identical to those (if any) entered into between the Drag-Along Transferee and the Drag-Along Seller. Each Other Member hereby grants to the Drag-Along Seller, an irrevocable proxy coupled with an interest to vote, including in any indemnities action by written consent, such Other Member’s Units in accordance with such Other Member’s agreements in this Section 8.07 and a power of attorney to execute and deliver in the name and on behalf of such Other Member all such agreements, instruments and other documentation (including any written consents of Members) as is required to Transfer the Units held by such Other Member to the Drag-Along Transferee. The Drag-Along Seller shall provide notice to each Other Member that sets forth the circumstances in which such proxy or other liabilities approved by power of attorney was used immediately following the Special Limited Partner or the General Partner shall be limited, in respect of each Limited Partner, to such Limited Partner’s share exercise of the proceeds from the Applicable SaleDrag-Along Seller’s rights as set forth above.

Drag-Along Rights. (a) If at any time the Special Limited Partner Managing Member and/or its Affiliates desire to Transfer (other than a pledge, encumbrance, hypothecation or mortgage) in one or more transactions all or any portion of its and/or their Partnership Membership Interests (or any beneficial interest therein) in an arm’s-length transaction to a bona fide third party that is not an Affiliate of the Special Limited Partner Managing Member (an “Applicable Sale”), the Special Limited Partner Managing Member can require each other Partner Member and Assignee to sell the same ratable share of its Partnership Membership Interests as is being sold by the Special Limited Partner Managing Member and such Affiliates (based upon the total Partnership Membership Interests held by the Special Limited Partner Managing Member and its Affiliates at such time) on the same terms and conditions (“Drag-Along Right”). The Special Limited Partner Managing Member may in its sole discretion elect to structure or cause the General Partner and/or the Partnership Company to structure the Applicable Sale as a merger or consolidation or as a sale of the PartnershipCompany’s assets. If such Applicable Sale is structured (i) as a merger or consolidation, then no Limited Partner Non-Managing Member or Assignee shall have any dissenters’ rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) as a sale of assets, then no Limited Partner Non-Managing Member may object to any subsequent liquidation or other distribution of the proceeds therefrom. Each Limited Partner Non-Managing Member and Assignee agrees to consent to, and raise no objections against, an Applicable Sale. In the event of the exercise by the Special Limited Partner Managing Member of its Drag-Along Right pursuant to this Section 7.4, each Limited Partner Non-Managing Member and Assignee shall take all reasonably necessary and desirable actions approved by the Special Limited Partner Managing Member in connection with the consummation of the Applicable Sale, including the execution of such agreements and such instruments and other actions reasonably necessary to provide customary and reasonable representations, warranties, indemnities, covenants, conditions and other agreements relating to such Applicable Sale and to otherwise effect the transaction; provided, however, that (A) such Limited Partners Non-Managing Members and Assignees shall not be required to give disproportionately greater or more onerous representations, warranties, indemnities or covenants than the Special Limited Partner Managing Member or its Affiliates, (B) such Limited Partners Non-Managing Members and Assignees shall not be obligated to bear any share of the out-of-pocket expenses, costs or fees (including attorneys’ fees) incurred by the Partnership Company or its Affiliates in connection with such Applicable Sale unless and to the extent that such expenses, costs and fees were incurred for the benefit of the Partnership Company or all of its PartnersMembers, (C) such Limited Partners Non-Managing Members and Assignees shall not be obligated or otherwise responsible for more than their proportionate share of any indemnities or other liabilities incurred by the Partnership Company and the Limited Partners Non-Managing Members as sellers in respect of such Applicable Sale, and (D) any indemnities or other liabilities approved by the Special Limited Partner or the General Partner Managing Member shall be limited, in respect of each Limited PartnerNon-Managing Member, to such Limited PartnerNon-Managing Member’s share of the proceeds from the Applicable Sale.

Drag-Along Rights. (a) If at any time the Special Limited Partner Managing Member and/or its Affiliates desire to Transfer in one or more transactions all or any portion of its and/or their Partnership Membership Interests (or any beneficial interest therein) in an arm’s-length transaction to a bona fide third party that is not an Affiliate of the Special Limited Partner Managing Member (an “Applicable Sale”), the Special Limited Partner can Managing Member may require each other Partner Member and Assignee to sell the same ratable share of its Partnership Membership Interests as is being sold by the Special Limited Partner Managing Member and such Affiliates (based upon the total Partnership Membership Interests held by the Special Limited Partner Managing Member and its Affiliates at such time) on the same terms and conditions (“Drag-Along Right”). The Special Limited Partner Managing Member may in its sole discretion elect to cause the General Partner Managing Member and/or the Partnership Company to structure the Applicable Sale as a merger or consolidation or as a sale of the PartnershipCompany’s assets. If such Applicable Sale is structured (i) as a merger or consolidation, then no Limited Partner Member or Assignee shall have any dissenters’ rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) as a sale of assets, then no Limited Partner Member may object to any subsequent liquidation or other distribution of the proceeds therefrom. Each Limited Partner Member and Assignee agrees to consent to, and raise no objections against, an Applicable Sale. In the event of the exercise by the Special Limited Partner Managing Member of its Drag-Along Right pursuant to this Section 7.4, each Limited Partner Member and Assignee shall take all reasonably necessary and desirable actions approved by the Special Limited Partner Managing Member in connection with the consummation of the Applicable Sale, including the execution of such agreements and such instruments and other actions reasonably necessary to provide customary and reasonable representations, warranties, indemnities, covenants, conditions and other agreements relating to such Applicable Sale and to otherwise effect the transaction; provided, however, that (A) such Limited Partners Members and Assignees shall not be required to give disproportionately greater or more onerous representations, warranties, indemnities or covenants than the Special Limited Partner Managing Member or its Affiliates, (B) such Limited Partners Members and Assignees shall not be obligated to bear any share of the out-of-pocket expenses, costs or fees (including attorneys’ fees) incurred by the Partnership Company or its Affiliates in connection with such Applicable Sale unless and to the extent that such expenses, costs and fees were incurred for the benefit of the Partnership Company or all of its PartnersMembers, (C) such Limited Partners Members and Assignees shall not be obligated or otherwise responsible for more than their proportionate share of any indemnities or other liabilities incurred by the Partnership Company and the Limited Partners Members as sellers in respect of such Applicable Sale, and (D) any indemnities or other liabilities approved by the Special Limited Partner or the General Partner Managing Member shall be limited, in respect of each Limited PartnerMember, to such Limited PartnerMember’s share of the proceeds from the Applicable Sale.

Drag-Along Rights. (a) If at any time the Special Limited Partner and/or its Affiliates desire PubCo desires to Transfer in one or more transactions all or any portion of its and/or their Partnership Interests Units (or any beneficial interest therein) in an arm’s-length transaction to a bona fide third party that is not an Affiliate of the Special Limited Partner PubCo (an “Applicable Sale”), the Special Limited Partner PubCo can require each other Partner and Assignee Member to sell the same ratable pro rata share of its Partnership Interests Units as is being sold by the Special Limited Partner and such Affiliates PubCo (based upon the total Partnership Interests number of Units held by the Special Limited Partner and its Affiliates PubCo at such time) on the same terms and conditions (“Drag-Along Right”). The Special Limited Partner PubCo may in its sole discretion elect to cause the General Partner Board and/or the Partnership Company to structure the Applicable Sale as a merger or consolidation or as a sale of the PartnershipCompany’s assets. If such Applicable Sale is structured (i) as a merger or consolidation, then no Limited Partner or Assignee Member shall have any dissenters’ rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) as a sale of assets, then no Limited Partner Member may object to any subsequent liquidation or other distribution of the proceeds therefrom. Each Limited Partner and Assignee Member agrees to consent to, and raise no objections against, an Applicable Sale. In the event of the exercise by the Special Limited Partner PubCo of its Drag-Along Right pursuant to this Section 7.49.7, each Limited Partner and Assignee Member shall take all reasonably necessary and desirable actions approved by the Special Limited Partner PubCo in connection with the consummation of the Applicable Sale, including the execution of such agreements and such instruments and other actions reasonably necessary to provide customary and reasonable representations, warranties, indemnities, covenants, conditions and other agreements relating to such Applicable Sale and to otherwise effect the transaction; provided, however, that (A) such Limited Partners and Assignees Members shall not be required to give disproportionately greater or more onerous representations, warranties, indemnities or covenants than the Special Limited Partner or its AffiliatesPubCo, (B) such Limited Partners and Assignees Members shall not be obligated to bear any share of the out-of-pocket expenses, costs or fees (including attorneys’ fees) incurred by the Partnership or its Affiliates Company in connection with such Applicable Sale unless and to the extent that such expenses, costs and fees were incurred for the benefit of the Partnership Company or all of its PartnersMembers, (C) such Limited Partners and Assignees Members shall not be obligated or otherwise responsible for more than their proportionate share of any indemnities or other liabilities incurred by the Partnership Company and the Limited Partners Members as sellers in respect of such Applicable Sale, and (D) any indemnities or other liabilities approved by the Special Limited Partner PubCo or the General Partner Board shall be limited, in respect of each Limited PartnerMember, to such Limited PartnerMember’s share of the proceeds from the Applicable Sale.

Drag-Along Rights. (a) If at any time the Special Limited Partner and/or its Affiliates desire PubCo desires to Transfer in one or more transactions all or any portion of its and/or their Partnership Interests Units (or any beneficial interest therein) in an arm’s-length transaction to a bona fide third party that is not an Affiliate of the Special Limited Partner PubCo (an “Applicable Sale”), the Special Limited Partner PubCo can require each other Partner and Assignee Member to sell the same ratable pro rata share of its Partnership Interests Units as is being sold by the Special Limited Partner and such Affiliates PubCo (based upon the total Partnership Interests number of Units held by the Special Limited Partner and its Affiliates PubCo at such time) on the same terms and conditions (“Drag-Along Right”). The Special Limited Partner PubCo may in its sole discretion elect to cause the General Partner Managing Member and/or the Partnership Company to structure the Applicable Sale as a merger or consolidation or as a sale of the PartnershipCompany’s assets. If such Applicable Sale is structured (i) as a merger or consolidation, then no Limited Partner or Assignee Member shall have any dissenters’ rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) as a sale of assets, then no Limited Partner Member may object to any subsequent liquidation or other distribution of the proceeds therefrom. Each Limited Partner and Assignee Member agrees to consent to, and raise no objections against, an Applicable Sale. In the event of the exercise by the Special Limited Partner PubCo of its Drag-Along Right pursuant to this Section 7.49.7, each Limited Partner and Assignee Member shall take all reasonably necessary and desirable actions approved by the Special Limited Partner PubCo in connection with the consummation of the Applicable Sale, including the execution of such agreements and such instruments and other actions reasonably necessary to provide customary and reasonable representations, warranties, indemnities, covenants, conditions and other agreements relating to such Applicable Sale and to otherwise effect the transaction; provided, however, that (A) such Limited Partners and Assignees Members shall not be required to give disproportionately greater or more onerous representations, warranties, indemnities or covenants than the Special Limited Partner or its AffiliatesPubCo, (B) such Limited Partners and Assignees Members shall not be obligated to bear any share of the out-of-pocket expenses, costs or fees (including attorneys’ fees) incurred by the Partnership or its Affiliates Company in connection with such Applicable Sale unless and to the extent that such expenses, costs and fees were incurred for the benefit of the Partnership Company or all of its PartnersMembers, (C) such Limited Partners and Assignees Members shall not be obligated or otherwise responsible for more than their proportionate share of any indemnities or other liabilities incurred by the Partnership Company and the Limited Partners Members as sellers in respect of such Applicable Sale, and (D) any indemnities or other liabilities approved by the Special Limited Partner PubCo or the General Partner Managing Member shall be limited, in respect of each Limited PartnerMember, to such Limited PartnerMember’s share of the proceeds from the Applicable Sale.

Drag-Along Rights. In the event that a Majority Interest has a determined to consummate a Sale Event (a) If at any time the Special Limited Partner and/or its Affiliates desire to Transfer in one or more transactions all or any portion of its and/or their Partnership Interests (or any beneficial interest thereinas defined below) in an arm’s-length transaction to a bona fide third arms length transaction, each Restricted Stockholder shall be obligated to and shall upon the written request of a Majority Interest: (i) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the third-party that is not an Affiliate of the Special Limited Partner buyer a pro rata portion of, his, her or its Shares (an “Applicable Sale”)including those Shares Transferred to and held by his, the Special Limited Partner can require each other Partner and Assignee to sell her or its Permitted Transferees) at the same ratable share price (with respect to like Shares and as appropriately adjusted to reflect any differences in the rights, preferences and privileges of its Partnership Interests Shares of different classes, series or types) and on substantially the same terms applicable to the Investors; and (ii) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Shares in favor of any such Sale Event proposed by a Majority Interest and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, as is being sold such Investors or the third-party buyer may reasonably require in order to carry out the terms and provisions of this Section 5.1 (the "Drag-Along Right"). Notwithstanding the foregoing, no Restricted Stockholder shall be required in connection with any such transaction to make any representation, warranty or covenant other than a representation and warranty as to such Restricted Stockholder's power and authority to effect such Transfer and as to such Restricted Stockholder's good title to the Shares to be Transferred to the third-party buyer, provided that each Restricted Stockholder, by electing to participate in such proposed Transfer, agrees to be obligated to indemnify the Special Limited Partner and such Affiliates (based third-party buyer upon the total Partnership Interests held by the Special Limited Partner and its Affiliates at such time) on the same terms and conditions (“Drag-Along Right”). The Special Limited Partner may in its sole discretion elect as are applicable to cause the General Partner and/or indemnification, if any, given by the Partnership to structure the Applicable Sale as a merger or consolidation or as a sale of the Partnership’s assets. If such Applicable Sale is structured (i) as a merger or consolidation, then no Limited Partner or Assignee shall have any dissenters’ rights, appraisal rights or similar rights Investors in connection with such merger or consolidation or (ii) proposed Transfer so long as a sale all indemnification obligations are shared in proportion to the consideration paid to each transferor and that the maximum liability of assets, then no Limited Partner may object to any subsequent liquidation or other distribution of the proceeds therefrom. Each Limited Partner and Assignee agrees to consent to, and raise no objections against, an Applicable Sale. In the event of the exercise by the Special Limited Partner of its Drag-Along Right pursuant to this Section 7.4, each Limited Partner and Assignee shall take all reasonably necessary and desirable actions approved by the Special Limited Partner in connection with the consummation of the Applicable Sale, including the execution of Restricted Stockholder under such agreements and such instruments and other actions reasonably necessary to provide customary and reasonable representations, warranties, indemnities, covenants, conditions and other agreements relating to such Applicable Sale and to otherwise effect the transaction; provided, however, that (A) such Limited Partners and Assignees indemnification shall not be required to give disproportionately greater or more onerous representations, warranties, indemnities or covenants than exceed the Special Limited Partner or its Affiliates, (B) such Limited Partners and Assignees shall not be obligated to bear any share amount of the out-of-pocket expenses, costs or fees (including attorneys’ fees) incurred by the Partnership or its Affiliates proceeds it receives in connection with such Applicable transaction. For purposes of this Agreement, a "Sale unless and to Event" shall mean, regardless of form thereof, consummation of (i) the extent that such expenses, costs and fees were incurred for the benefit dissolution or liquidation of the Partnership Company, (ii) the sale of all or substantially all of its Partnersthe assets of the Company on a consolidated basis to an unrelated person or entity, (Ciii) such Limited Partners and Assignees shall not be obligated a merger, reorganization or otherwise responsible consolidation in which the outstanding shares of Stock are converted into or exchanged for more than their proportionate share securities of any indemnities or other liabilities incurred by the Partnership successor entity and the Limited Partners as sellers in respect holders of the Company's outstanding voting power immediately prior to such transaction do not own a majority of the outstanding voting power of the successor entity immediately upon completion of such Applicable Saletransaction, and (Div) the sale of all or a majority of the outstanding capital stock of the Company to an unrelated person or entity or (v) any indemnities or other liabilities approved by transaction in which the Special Limited Partner or owners of the General Partner shall be limited, in respect of each Limited Partner, Company's outstanding voting power immediately prior to such Limited Partner’s share transaction do not own at least a majority of the proceeds from outstanding voting power of the Applicable Salesuccessor entity immediately upon completion of the transaction.

Drag-Along Rights. (a) If at At any time the Special Limited a Partner and/or its Affiliates desire to Transfer in one or more transactions all or any portion of its and/or their Partnership Interests (or any beneficial interest therein) in an arm’sproposes a Drag-length transaction to Along Transaction and if such proposed Drag-Along Transaction has been approved by a bona fide third party that is not an Affiliate Supermajority Interest of the Special Limited Partner Partners (any such approved Drag-Along Transaction, an “Applicable Approved Sale”), then all Partners shall consent to and raise no objections against the Special Limited Partner can require each other Partner Approved Sale, and Assignee to sell if the same ratable Approved Sale is structured as (i) a merger, share of its Partnership Interests as is being sold by the Special Limited Partner and such Affiliates (based upon the total Partnership Interests held by the Special Limited Partner and its Affiliates at such time) on the same terms and conditions (“Drag-Along Right”). The Special Limited Partner may in its sole discretion elect to cause the General Partner and/or the Partnership to structure the Applicable Sale as a merger exchange or consolidation of the Partnership, or as a sale of all or substantially all of the assets of the Partnership’s assets. If such Applicable , each Partner shall vote in favor of the Approved Sale is structured (i) as a merger or consolidation, then no Limited Partner or Assignee and shall have waive any dissenters’ dissenters rights, appraisal rights or similar rights in connection with such merger merger, consolidation or consolidation asset sale, or (ii) as a sale of assetsUnits, then no Limited Partner may object the Partners shall agree to any subsequent liquidation or other distribution sell all their respective Units which are the subject of the proceeds therefrom. Each Limited Partner Approved Sale, on the terms and Assignee agrees to consent to, and raise no objections against, an Applicable conditions of such Approved Sale. In the event of the exercise by the Special Limited Partner of its Drag-Along Right pursuant to this Section 7.4, each Limited Partner and Assignee The Partners shall promptly take all reasonably necessary and desirable actions approved by the Special Limited Partner in connection with the consummation of the Applicable Approved Sale, including the execution of such agreements and such instruments and other actions reasonably necessary to (A) provide customary and reasonable representations, warranties, indemnities, covenants, conditions and other agreements escrow arrangements relating to such Applicable Approved Sale and to otherwise effect the transaction; provided, however, that (A) such Limited Partners and Assignees shall not be required to give disproportionately greater or more onerous representations, warranties, indemnities or covenants than the Special Limited Partner or its Affiliates, (B) such Limited Partners effectuate the allocation and Assignees shall not be obligated to bear any share distribution of the out-aggregate consideration upon the Approved Sale. The Partners shall be permitted to sell their respective Units pursuant to an Approved Sale without complying with any other provisions of this ARTICLE IX of this Agreement. In furtherance of-pocket expenses, costs or fees (including attorneys’ fees) incurred by the Partnership or its Affiliates in connection with such Applicable Sale unless and but only to the extent that such expensesa Partner breaches its obligations under, costs and fees were incurred for the benefit this Section 9.3, each of the Partnership or all of its Partners, Partners hereby (Ci) such Limited Partners and Assignees shall not be obligated or otherwise responsible for more than their proportionate share of any indemnities or other liabilities incurred irrevocably appoints the officer duly authorized by the Partnership and the Limited Partners as sellers in respect of such Applicable Sale, and (D) any indemnities or other liabilities approved by the Special Limited Partner or the General Partner as its agent and attorney-in-fact (the 29 “Agent”) (with full power of substitution) to execute all agreements, instruments and certificates and take all actions necessary or desirable to effectuate any Approved Sale hereunder; and (ii) grants to the Agent a proxy (which shall be limited, deemed to be coupled with an interest and irrevocable) to vote the Units held by such Partner in respect favor of each Limited Partner, to such Limited Partner’s share of the proceeds from the Applicable Saleany Approved Sale hereunder.