Common use of Drag Along Sales Clause in Contracts

Drag Along Sales. (a) If the Initial Stockholders elect to Transfer at least seventy-five percent (75%) of their shares of Common Stock in a bona-fide arm's-length transaction to any third party which is not an Affiliate of Barneys or any Stockholder (the "Purchaser") other than pursuant to Section 1(b) hereof, then, at the election of both of the Initial Stockholders, Questrom shall be required to sell (a "Drag Along Sale") that number of shares of Common Stock equal to the product of (x) a fraction, the numerator of which equals the number of shares of Common Stock to be Transferred by the Initial Stockholders pursuant to this Section 3(a), and the denominator of which equals the total number of shares owned by the Initial Stockholders at the time of such election, and (y) the number of shares of Common Stock then held by Questrom ("Drag Along Shares"), for the same consideration, and on the same terms and conditions, upon which the Initial Stockholders propose to dispose of their shares of Common Stock; provided, however, that Questrom shall have no obligation pursuant to this Section 3 unless (x) upon the consummation of the Drag Along Sale, Questrom shall receive the same forms and amounts of consideration per share as the Initial Stockholders and their Affiliates, or if any Initial Stockholder or any of their Affiliates are given an option as to the form and amount of consideration to be received per share, Questrom shall be given the same option and (y) no Initial Stockholder or any of their Affiliates shall receive any other form of disproportionate benefit in connection with such Drag Along Sale. If either Initial Stockholder is considering a possible Transfer pursuant to which Questrom would have a Drag Along Sale obligation under this Section 3, such Initial Stockholder agrees that, as soon as reasonably possible after its receipt of an offer or proposal (other than ordinary broker inquiries), relating to such potential Transfer, it will forward information relating thereto to Questrom. The Initial Stockholders further agree to discuss with and, to the extent in writing, provide copies of their assessments and evaluations of such potential Transfer to Questrom. Questrom agrees that he will not effectuate any sale of his shares of Common Stock to such potential purchaser other than in accordance with the provisions of this Section 3, unless the Initial Stockholders elect not to proceed with such Transfer.

Drag Along Sales. (a) If the Initial Stockholders elect to Transfer at least seventy-five percent (75%) of their shares of Common Stock in a bona-fide arm's-length transaction to any third party which is not an Affiliate of Barneys or any Stockholder (the "Purchaser") other than pursuant to Section 1(b) hereof, then, at the election of both of the Initial Stockholders, Questrom Socol shall be required to sell (a "Drag Along Sale") that number of shares of Common Stock equal to the product of (x) a fraction, the numerator of which equals the number of shares of Common Stock to be Transferred by the Initial Stockholders pursuant to this Section 3(a), and the denominator of which equals the total number of shares owned by the Initial Stockholders at the time of such election, and (y) the number of shares of Common Stock then held by Questrom Socol ("Drag Along Shares"), for the same consideration, and on the same terms and conditions, upon which the Initial Stockholders propose to dispose of their shares of Common Stock; provided, however, that Questrom Socol shall have no obligation pursuant to this Section 3 unless (x) upon the consummation of the Drag Along Sale, Questrom Socol shall receive the same forms and amounts of consideration per share as the Initial Stockholders and their Affiliates, or if any Initial Stockholder or any of their Affiliates are given an option as to the form and amount of consideration to be received per share, Questrom Socol shall be given the same option and (y) no Initial Stockholder or any of their Affiliates shall receive any other form of disproportionate benefit in connection with such Drag Along Sale. If either Initial Stockholder is considering a possible Transfer pursuant to which Questrom Socol would have a Drag Along Sale obligation under this Section 3, such Initial Stockholder agrees that, as soon as reasonably possible after its receipt of an offer or proposal (other than ordinary broker inquiries), relating to such potential Transfer, it will forward information relating thereto to QuestromSocol. The Initial Stockholders further agree to discuss with and, to the extent in writing, provide copies of their assessments and evaluations of such potential Transfer to QuestromSocol. Questrom Socol agrees that he will not effectuate any sale of his shares of Common Stock Commxx Xxock to such potential purchaser other than in accordance with the provisions of this Section 3, unless the Initial Stockholders elect not to proceed with such Transfer.