Common use of Drag Along Clause in Contracts

Drag Along. At any time prior to the time the Principal Stockholders cease to own less than forty (40%) percent of the issued and outstanding shares of Common Stock of the Corporation, the Principal Stockholders may, if they elect (the "Drag Along Election") at any time during such period to sell all of their shares of Common Stock to a bona fide third-party purchaser not related to, controlled by or under common control with the Principal Stockholders, cause a sale of all of the then issued and outstanding shares of Common Stock of the Corporation owned by the Other Stockholder to be made to such third-party purchaser in an arm's-length transaction for cash and/or registered, freely marketable securities. Any such sale of all of the issued and outstanding shares of the Corporation held by the Other Stockholder must be made on the same terms and conditions, including the price per share, upon which the Principal Stockholders have agreed to sell all of their shares of Common Stock to the third-party purchaser. The Principal Stockholders can trigger a Drag Along Election by providing a written notice of such election (the "Drag Along Notice") to the Other Stockholder, such Drag Along Notice to include the price per share being paid to the Principal Stockholders by such third-party purchaser and the other material terms and conditions of such sale. Upon the Other Stockholder's receipt of a Drag Along Notice, the Other Stockholder shall fully cooperate with the Principal Stockholders and shall take all actions and steps to effect such sale as the Principal Stockholders may deem necessary, desirable or appropriate, including, without limitation, the prompt delivery to the Principal Stockholders of duly endorsed stock powers with respect to all of the shares of Common Stock at such time owned by the Other Stockholder.

Drag Along. At (a) Without limiting any rights granted under the Marquee Stockholders Agreement, at any time prior to the time IPO Date, Investors (which for purposes of this Section 3 shall include any Permitted Transferee of any Investor) constituting a Requisite Stockholder Majority (collectively, the Principal Stockholders cease “Drag-Along Sellers”) may require each Management Stockholder to own less than forty include Restricted Shares (40%) percent including Restricted Shares issuable upon exercise of Vested Options held by such Management Stockholder and including Restricted Shares issuable upon exercise of Employee Options that vest as a result of the issued and outstanding shares of Common Stock consummation of the Corporation, Exit Sale) in any Company Sale pursuant to which the Principal Stockholders may, if they elect Drag-Along Sellers are Transferring at least 90% of the Shares then held by the Drag-Along Sellers for consideration consisting of cash and cash equivalents (the "Drag an “Exit Sale”) to an Independent Third Party (a “Drag-Along Election"Transferee”) at any time during such period to sell all of their shares of Common Stock to in a bona fide third-party purchaser not related toarm’s length transaction or series of transactions (including pursuant to a stock sale, controlled by asset sale, recapitalization, tender offer, merger or under common control with other business combination transaction or otherwise) at the Principal Stockholders, cause a sale purchase price and upon the terms and subject to the conditions of the Exit Sale (all of which shall be set forth in the then issued and outstanding shares of Common Stock of Drag-Along Notice). In connection with an Exit Sale, the Corporation owned by the Other Company may also require each Management Stockholder to be made to such third-party purchaser in an arm's-length transaction for cash and/or registeredprovide his, freely marketable securities. Any such sale of all of her or its written consent approving the issued and outstanding shares of the Corporation held by the Other Stockholder must be made on the same terms and conditions, including the price per share, upon which the Principal Stockholders have agreed to sell all of their shares of Common Stock to the third-party purchaser. The Principal Stockholders can trigger a Drag Along Election by providing a written notice of such election (the "Drag Along Notice") to the Other Stockholder, such Drag Along Notice to include the price per share being paid to the Principal Stockholders by such third-party purchaser and the other material terms and conditions of such sale. Upon the Other Stockholder's receipt of a Drag Along Notice, the Other Stockholder shall fully cooperate with the Principal Stockholders and shall take all actions and steps to effect such sale as the Principal Stockholders may deem necessary, desirable or appropriate, including, without limitation, the prompt delivery to the Principal Stockholders of duly endorsed stock powers Exit Sale with respect to all Shares owned by such Management Stockholder, as necessary or desirable to authorize, approve and adopt the Exit Sale. In the event that a sale is proposed pursuant to this Section 3(a), all outstanding proposals to Transfer Restricted Shares shall immediately be withdrawn and no Transfer of Restricted Shares shall be consummated until the expiration of the shares time period provided for in Section 3(d). The consummation of Common Stock at such time owned an Exit Sale by the Other Drag-Along Sellers shall be subject to the sole discretion of the Drag-Along Sellers, who shall have no liability or obligation whatsoever (other than compliance with this Section 3) to any Management Stockholder participating therein in connection with such Management Stockholder’s Transfer of Shares.

Drag Along. At Subject to compliance first with the provisions of Part 2 of Schedule 4, if, at any time prior a Shareholder (the “Initial Seller”) receives an offer from a third party purchaser to the time the Principal Stockholders cease to own less than forty purchase such number of Company shares as represent one hundred per cent (40100%) percent of the issued shares at the price equal or exceeding [●], the Initial Seller may deliver a written notice (the “Drag Notice”) to the other Shareholders notifying each of them about the proposed purchase and outstanding the terms thereof, and requiring such other Shareholders (the “Dragged Shareholders”) to sell such number of their respective shares of Common Stock as is specified in the Drag Notice (the “Drag Shares”) to the third party purchaser on identical terms, provided that: the terms and conditions applying to the sale of the CorporationDrag Shares by each of the Dragged Shareholders and the Company shares held by Initial Seller are set out in reasonable detail in the Drag Notice; the terms and conditions applying to the sale of the Drag Shares by each of the Dragged Shareholders shall be no less favourable than the terms and conditions applying to the sale of the Company shares held by the Initial Seller. If a Drag Notice is served, the Principal Stockholders may, if they elect (Dragged Shareholders shall be bound to proceed with the "sale of the Drag Along Election") at Shares on the terms and subject to the conditions notified in the Drag Notice. No Shareholder shall complete any time during such period sale of the Company shares to sell all of their shares of Common Stock to a bona fide third-the third party purchaser not related to, controlled by or under common control with unless the Principal Stockholders, cause a sale third party purchaser completes the purchase of all of the then issued and outstanding Company shares of Common Stock of the Corporation owned by the Other Stockholder required to be made to such third-party purchaser in an arm's-length transaction for cash and/or registered, freely marketable securities. Any such sale of all of the issued and outstanding shares of the Corporation held by the Other Stockholder must be made on the same terms and conditions, including the price per share, upon which the Principal Stockholders have agreed to sell all of their shares of Common Stock to the third-party purchaser. The Principal Stockholders can trigger a Drag Along Election by providing a written notice of such election (the "Drag Along Notice") to the Other Stockholder, such Drag Along Notice to include the price per share being paid to the Principal Stockholders by such third-party purchaser and the other material terms and conditions of such sale. Upon the Other Stockholder's receipt of a Drag Along Notice, the Other Stockholder shall fully cooperate with the Principal Stockholders and shall take all actions and steps to effect such sale as the Principal Stockholders may deem necessary, desirable or appropriate, including, without limitation, the prompt delivery to the Principal Stockholders of duly endorsed stock powers with respect to all of the shares of Common Stock at such time owned by the Other Stockholdersold simultaneously.]

Drag Along. At any time prior to the time the Principal Stockholders cease Stockholder ceases to own less than forty (40%) percent of the issued and outstanding shares of Common Stock of the Corporation, the Principal Stockholders Stockholder may, if they elect he elects (the "Drag Along Election") at any time during such period to sell all of their his shares of Common Stock to a bona fide third-party purchaser not related to, controlled by or under common control with the Principal StockholdersStockholder, cause a sale of all of the then issued and outstanding shares of Common Stock of the Corporation owned by the Other Stockholder to be made to such third-party purchaser in an arm's-length transaction for cash and/or registered, freely marketable securities. Any such sale of all of the issued and outstanding shares of the Corporation held by the Other Stockholder must be made on the same terms and conditions, including the price per share, upon which the Principal Stockholders have Stockholder has agreed to sell all of their his shares of Common Stock to the third-party purchaser. The Principal Stockholders Stockholder can trigger a Drag Along Election by providing a written notice of such election (the "Drag Along Notice") to the Other Stockholder, such Drag Along Notice to include the price per share being paid to the Principal Stockholders Stockholder by such third-party purchaser and the other material terms and conditions of such sale. Upon the Other Stockholder's receipt of a Drag Along Notice, the Other Stockholder shall fully cooperate with the Principal Stockholders Stockholder and shall take all actions and steps to effect such sale as the Principal Stockholders Stockholder may deem necessary, desirable or appropriate, including, without limitation, the prompt delivery to the Principal Stockholders Stockholder of duly endorsed stock powers with respect to all of the shares of Common Stock at such time owned by the Other Stockholder.