Common use of Tag-Along Right Clause in Contracts

Tag-Along Right. (a) In connection with any direct or indirect Transfer (other than (x) a Public Offering pursuant to Article V, which shall be governed by the provisions of Article V, (y) a distribution of Equity Securities of the Company by any Institutional Stockholder to its members, partners, unitholders or stockholders, and (z) an Exchange) for value of any Class A Shares (including any Class A Shares issuable or issued upon conversion or exchange of other securities of the Company or any of its Subsidiaries) by (i) a GA Stockholder that, together with all other GA Stockholders, beneficially owns at least 5% of the outstanding Shares immediately prior to such Transfer, to any Person other than a GA Permitted Transferee or (ii) an HF Stockholder that, together with all other HF Stockholders, beneficially owns at least 5% of the outstanding Shares immediately prior to such Transfer, to any Person other than an HF Permitted Transferee (such proposed Transferor, in either case, a “Tag-Along Seller” and such proposed Transfer, a “Tag-Along Sale Transaction”), each other Institutional Stockholder, each Management Stockholder and each eRx Stockholder (an “Other Stockholder”) shall have the right to sell a proportionate amount of its vested Class A Shares (including any Class A Shares issuable or issued upon conversion or exchange of vested other securities of the Company or any of its Subsidiaries) based on the relative number of such Class A Shares owned by such Other Stockholder, subject to the priorities set forth in Article IV with respect to the GA Stockholders and HF Stockholders, to such third party for the same price per Class A Share and on the same other terms and conditions as are applicable to the Tag-Along Seller, including that any such Other Stockholder will be required to make the same representations, warranties or indemnifications (and, if necessary, to contribute proceeds to an escrow account to secure any such indemnification claims) on a several and pro rata basis (in proportion to the number of Shares being Transferred by each) with all other participating Stockholders with respect to its Class A Shares, and to take on any other recourse or liability, as applicable to the Tag-Along Seller in connection with such Tag-Along Sale Transaction (a “Tag-Along Right”); provided, however, that no Other Stockholder will be required to enter into non-competition or similar agreements or take on any other recourse, indemnification obligations or liability, other than with respect to a proportionate holdback, escrow or similar arrangement; provided, further that the proceeds of any Transfer of Escrowed Shares by an eRx Stockholder shall remain subject to the Escrow Agreement in accordance with the terms thereof.

Tag-Along Right. (a) In connection with the event that any direct or indirect Carlyle Stockholder(s) (the “Initiating Stockholder(s)”) propose(s) to Transfer (any Securities to a Third Party Purchaser other than (x) a Public Offering pursuant to Article V, which shall be governed by the provisions of Article V, (y) a distribution of Equity Securities of the Company by any Institutional Stockholder to its members, partners, unitholders or stockholders, and (z) an Exchange) for value of any Class A Shares (including any Class A Shares issuable or issued upon conversion or exchange of other securities of the Company or any of its Subsidiaries) by (i) to a GA Stockholder thatPermitted Transferee, together with all other GA Stockholders, beneficially owns at least 5% of the outstanding Shares immediately prior to such Transfer, to any Person other than a GA Permitted Transferee or (ii) an HF pursuant to a registered public offering (it being understood that the Individual Stockholder that, together has piggyback registration rights with all other HF Stockholders, beneficially owns at least 5% of the outstanding Shares immediately prior respect to such Transfer, to any Person other than an HF Permitted Transferee (such proposed Transferor, in either case, a “Tag-Along Seller” and such proposed Transfer, a “Tag-Along Sale Transaction”registered public offerings), each other Institutional Stockholder(iii) in a bona fide sale to the public in accordance with Rule 144 under the Securities Act or (iv) in a pro-rata distribution made by any Carlyle Stockholder(s) to its partners or members for no additional consideration, each Management then the Individual Stockholder and each eRx Stockholder (an “Other Stockholder”) shall have the right to sell a proportionate amount of its vested Class A Shares (including any Class A Shares issuable or issued upon conversion or exchange of vested other securities of the Company or any of its Subsidiaries) based on the relative number of such Class A Shares owned by such Other Stockholder, subject to the priorities set forth in Article IV with respect to the GA Stockholders and HF Stockholders, to such third party for the same price per Class A Share and on the same other terms and conditions as are applicable to the Tag-Along Seller, including that any such Other Stockholder will be required to make the same representations, warranties or indemnifications (and, if necessary, to contribute proceeds to an escrow account to secure any such indemnification claims) on a several and pro rata basis (in proportion to the number of Shares being Transferred by each) with all other participating Stockholders with respect to its Class A Shares, and to take on any other recourse or liability, as applicable to the Tag-Along Seller in connection with such Tag-Along Sale Transaction (a “Tag-Along Right”); provided, however, ) to require that no Other the proposed Third Party Purchaser purchase from the Individual Stockholder will be required to enter into non-competition or similar agreements or take on any other recourse, indemnification obligations or liability, other than with respect up to a proportionate holdbacknumber of whole Securities (which securities shall not include Company Special Voting Stock (except to the extent described in the last sentence of this Section 1(a)) or unvested Company Restricted Common Stock, escrow or similar arrangement; providedCompany Options that are not exercisable, further except to the extent such Company Restricted Common Stock vests or Company Options become exercisable as a result of the transactions contemplated by the applicable Sale Notice) equal to the product of (x) the total number of Securities that the proceeds proposed Third Party Purchaser has agreed, committed or is willing to purchase and (y) a fraction, the numerator of which is the Aggregate Quantity of Securities (excluding any Transfer Securities that are not Proxy Shares) owned by the Individual Stockholder, and the denominator of Escrowed Shares which is the Aggregate Quantity of Securities held by an eRx Stockholder shall remain subject all holders of Securities (such product, the “Tag Eligible Securities”). Notwithstanding anything to the Escrow Agreement contrary in accordance with this Section 1, if the terms thereofIndividual Stockholder sells any Company Options issued under the Company Rollover Stock Plan to a Third Party Purchaser pursuant to this Section 1, the Individual Stockholder (and, if applicable, a Permitted Transferee and/or Related Trust of the Individual Stockholder) shall also sell, for no additional consideration, a corresponding number of shares of Company Special Voting Stock to such Third Party Purchaser.

Tag-Along Right. (a) In connection with any direct Transfer of Interests by an Emdeon Party or indirect Transfer a Member (other than (xa Purchaser Member Party) a Public Offering pursuant who has acquired its Interests from an Emdeon Party and holds Units equal to Article V, which shall be governed by the provisions of Article V, (y) a distribution of Equity Securities of the Company by any Institutional Stockholder to its members, partners, unitholders or stockholders, and (z) an Exchange) for value of any Class A Shares (including any Class A Shares issuable or issued upon conversion or exchange of other securities of the Company or any of its Subsidiaries) by (i) a GA Stockholder that, together with all other GA Stockholders, beneficially owns at least 5% of the outstanding Shares immediately prior Units to such Transferone or more Persons that are not Emdeon Permitted Transferee(s), to any Person on the one hand, or by a Purchaser Member Party or a Member (other than an Emdeon Party) who has acquired its interests from a GA Permitted Transferee or (ii) an HF Stockholder that, together with all other HF Stockholders, beneficially owns Purchaser Member Party and holds Units equal to at least 5% of the outstanding Shares immediately prior Units to such Transferone or more Persons that are not Purchaser Member Permitted Transferee(s), to any Person on the other than an HF Permitted Transferee hand (such proposed Transferor, in either case, a “Tag-Along Seller” and such proposed Transfer”), (a “Tag-Along Sale Transaction”), each other Institutional Stockholder, each Management Stockholder and each eRx Stockholder such Member (an “Other StockholderMember”) shall have the right to sell a proportionate amount pro rata portion of its vested Class A Shares their Units (including any Class A Shares issuable or issued upon conversion or exchange of vested other securities of the Company or any of its Subsidiaries) based on the relative number proportion that the portion of such Class A Shares owned by such Other Stockholder, subject the Tag-Along Seller’s Units proposed to be transferred bear to the priorities set forth in Article IV with respect to the GA Stockholders and HF Stockholders, Tag-Along Seller’s total Units) to such third party for the same price per Class A Share Unit and on the same other terms and conditions as are applicable to the Tag-Along Seller, including including, without limitation, that any such Other Stockholder other Member will be required to make the same representations, warranties or indemnifications (and, if necessary, to contribute proceeds to an escrow account to secure any such indemnification claims) on a several and pro rata basis (in proportion to the number of Shares being Transferred by each) with all other participating Stockholders Members with respect to its Class A SharesInterests, and to take on any other recourse or liability, as applicable to the Tag-Along Seller in connection with such Tag-Along Sale Transaction (a “Tag-Along Right”); provided, however, that no the Other Stockholder Member will not be required to make representations, warranties or indemnifications with respect to any Purchaser Corp., or to enter into non-competition or similar agreements or take on any other recourse, indemnification obligations or liability, other than with respect to a proportionate holdback, escrow or similar arrangement; provided, further that the proceeds of any Transfer of Escrowed Shares by an eRx Stockholder shall remain subject to the Escrow Agreement in accordance with the terms thereof.

Tag-Along Right. (a) In connection with any direct Transfer of Interests by an Emdeon Party or indirect Transfer a Member (other than (xa Purchaser Member Party) a Public Offering pursuant who has acquired its Interests from an Emdeon Party and holds Units equal to Article V, which shall be governed by the provisions of Article V, (y) a distribution of Equity Securities of the Company by any Institutional Stockholder to its members, partners, unitholders or stockholders, and (z) an Exchange) for value of any Class A Shares (including any Class A Shares issuable or issued upon conversion or exchange of other securities of the Company or any of its Subsidiaries) by (i) a GA Stockholder that, together with all other GA Stockholders, beneficially owns at least 5% of the outstanding Shares immediately prior Units to such Transferone or more Persons that are not Emdeon Permitted Transferee(s), to any Person on the one hand, or by a Purchaser Member Party or a Member (other than an Emdeon Party) who has acquired its interests from a GA Permitted Transferee or (ii) an HF Stockholder that, together with all other HF Stockholders, beneficially owns Purchaser Member Party and holds Units equal to at least 5% of the outstanding Shares immediately prior Units to such Transferone or more Persons that are not Purchaser Member Permitted Transferee(s), to any Person on the other than an HF Permitted Transferee hand (such proposed Transferor, in either case, a “Tag-Along Seller” and such proposed Transfer”), (a “Tag-Along Sale Transaction”), each other Institutional Stockholder, each Management Stockholder and each eRx Stockholder such Member other than the Plan Member (an “Other StockholderMember”) shall have the right to sell a proportionate amount pro rata portion of its vested Class A Shares their Units (including any Class A Shares issuable or issued upon conversion or exchange of vested other securities of the Company or any of its Subsidiaries) based on the relative number proportion that the portion of such Class A Shares owned by such Other Stockholder, subject the Tag-Along Seller’s Units proposed to be transferred bear to the priorities set forth in Article IV with respect to the GA Stockholders and HF Stockholders, Tag-Along Seller’s total Units) to such third party for the same price per Class A Share Unit and on the same other terms and conditions as are applicable to the Tag-Along Seller, including including, without limitation, that any such Other Stockholder Member will be required to make the same representations, warranties or indemnifications (and, if necessary, to contribute proceeds to an escrow account to secure any such indemnification claims) on a several and pro rata basis (in proportion to the number of Shares being Transferred by each) with all other participating Stockholders Members with respect to its Class A SharesInterests, and to take on any other recourse or liability, as applicable to the Tag-Along Seller in connection with such Tag-Along Sale Transaction (a “Tag-Along Right”); provided, however, that no the Other Stockholder Member will not be required to make representations, warranties or indemnifications with respect to any Purchaser Corp., or to enter into non-competition or similar agreements or take on any other recourse, indemnification obligations or liability, other than with respect to a proportionate holdback, escrow or similar arrangement; provided, further that the proceeds of any Transfer of Escrowed Shares by an eRx Stockholder shall remain subject to the Escrow Agreement in accordance with the terms thereof.

Tag-Along Right. (a) In connection with any direct or indirect Transfer Tag-Along Sale, each Tag-Along Holder shall have the right (other than the “Tag-Along Right”) to sell in the Tag-Along Sale a number of whole Shares up to the number of Shares equal to the product of (x) a Public Offering pursuant the total number of Shares to Article V, which shall be governed sold to the proposed purchaser multiplied by the provisions of Article V, (y) a distribution fraction, the numerator of Equity Securities which is the number of the Company Shares held by any Institutional Stockholder to its members, partners, unitholders or stockholders, and (z) an Exchange) for value of any Class A Shares (including any Class A Shares issuable or issued upon conversion or exchange of other securities of the Company or any of its Subsidiaries) by (i) a GA Stockholder that, together with all other GA Stockholders, beneficially owns at least 5% of the outstanding Shares immediately prior to such Transfer, to any Person other than a GA Permitted Transferee or (ii) an HF Stockholder that, together with all other HF Stockholders, beneficially owns at least 5% of the outstanding Shares immediately prior to such Transfer, to any Person other than an HF Permitted Transferee (such proposed Transferor, in either case, a “Tag-Along Seller” Holder and such proposed Transferthe denominator of which is the total number of Shares held by all other Tag-Along Holders and the Selling Holder. Any Shares purchased from a Tag-Along Holder pursuant to this Section 3.3(a) shall be paid for upon the same terms and conditions (including as to price and type of consideration) 91 received by the Selling Holder. Notwithstanding the foregoing, if a “Tag-Along Sale Transaction”)Notice is delivered prior to the First Put Closing Date, and the number of Shares proposed to be Transferred by the Selling Holder in such Tag-Along Sale Notice constitutes more than 50% of the issued and outstanding Shares on a Fully Diluted Basis as of the date of the Tag-Along Sale Notice, then each other Institutional Stockholder, each Management Stockholder and each eRx Stockholder (an “Other Stockholder”other than Progressive and its Affiliates) shall have the right to sell a proportionate amount of its vested Class A Shares (including any Class A Shares issuable or issued upon conversion or exchange of vested other securities of the Company or any of its Subsidiaries) based on the relative number of such Class A Shares owned by such Other Stockholder, subject to the priorities set forth in Article IV with respect to the GA Stockholders and HF Stockholders, to such third party for the same price per Class A Share and on the same other terms and conditions as are applicable to the Tag-Along Seller, including that any such Other Stockholder will be required to make the same representations, warranties or indemnifications (and, if necessary, to contribute proceeds to an escrow account to secure any such indemnification claims) on a several and pro rata basis (in proportion to the number of Shares being Transferred by each) with all other participating Stockholders with respect to its Class A Shares, and to take on any other recourse or liability, as applicable to the Tag-Along Seller in connection with such Tag-Along Sale Transaction (up to 100% of the Shares then owned by such Stockholder for a “Tag-Along Right”); provided, however, that no Other Stockholder will be required to enter into non-competition or similar agreements or take on any other recourse, indemnification obligations or liability, other than with respect to a proportionate holdback, escrow or similar arrangement; provided, further that the proceeds of any Transfer of Escrowed Shares by an eRx Stockholder shall remain subject price per Share equal to the Escrow Agreement in accordance with same per Share consideration received by the terms thereof.Selling Holder. The Selling Holder will not Transfer any of its Shares to the prospective purchaser(s) unless:

Tag-Along Right. If any Gabelli Entity (a) In connection as defined below), acting individually or together in any combination with any direct other Gabelli Entity (collectively, the "Transferor"), proposes to sell, contract to sell, or indirect Transfer otherwise transfer or dispose of, directly or indirectly, in one transaction or a series of related transactions, (other than each, a "Transfer") Voting Stock (xas defined below) a Public Offering pursuant to Article Vof the Seller, which shall be governed by the provisions of Article V, (y) a distribution of Equity Securities represents 20% or more of the Company by any Institutional Stockholder total voting power of all the then outstanding shares of Voting Stock of Seller to its members, partners, unitholders or stockholders, and (z) an Exchange) for value of any Class A Shares (including any Class A Shares issuable or issued upon conversion or exchange of other securities of the Company or any of its Subsidiaries) by (i) a GA Stockholder that, together with all other GA Stockholders, beneficially owns at least 5% of the outstanding Shares immediately prior to such Transfer, to any Person other than a GA Permitted Transferee Gabelli Entity (the "Purchaser"), the Transferor shall provide written notice (a "Transfer Notice") to the Buyer no later than 30 days prior to the consummation of the Transfer specifying all the material terms and conditions of the Transfer, including but not limited to the type and number of shares of Voting Stock to be transferred, the nature and amount of the consideration to be paid by the Purchaser, the identity of the Purchaser and any conditions to the Transfer. If a change occurs in the nature or amount of consideration to be paid by the Purchaser or in any other material terms or conditions of the Transfer, the Transferor shall promptly deliver to the Buyer a new Transfer Notice. If the Buyer elects to sell Conversion Shares in connection with the Transfer by delivering written notice to the Transferor in writing within 10 days after the date on which the Buyer received the Transfer Notice, then the Transferor will not consummate the Transfer unless (iii) an HF Stockholder that, together with all other HF Stockholders, beneficially owns it does so at a price at least 5% of the outstanding Shares immediately prior to such Transfer, to any Person other than an HF Permitted Transferee (such proposed Transferor, in either case, a “Tag-Along Seller” and such proposed Transfer, a “Tag-Along Sale Transaction”), each other Institutional Stockholder, each Management Stockholder and each eRx Stockholder (an “Other Stockholder”) shall have the right to sell a proportionate amount of its vested Class A Shares (including any Class A Shares issuable or issued upon conversion or exchange of vested other securities of the Company or any of its Subsidiaries) based on the relative number of such Class A Shares owned by such Other Stockholder, subject to the priorities set forth in Article IV with respect to the GA Stockholders and HF Stockholders, to such third party for the same price per Class A Share as high and on the same other terms and conditions at least as are applicable to favorable as those specified in the Tag-Along SellerTransfer Notice and (ii) simultaneously with the consummation of the Transfer the Purchaser also purchases from the Buyer, including that any such Other Stockholder will be required to make at the same representationsprice and on the other terms and conditions specified in the Transfer Notice, warranties or indemnifications (and, if necessary, to contribute proceeds to an escrow account to secure any such indemnification claims) on a several and pro rata basis (in proportion to percentage of the number of Conversion Shares then beneficially owned by it equal to the percentage obtained by dividing (i) the number of shares of Voting Stock being Transferred sold by eachthe Transferor in the Transfer by (ii) the total number of shares of Voting Stock then beneficially owned by all of the Gabelli Entities and multiplying that quotient by 100. Gabelli shall cause any Gabelli Entity that is not a party to this Agreement who becomes the record or beneficial owner of any Voting Stock of the Seller after the date of this Agreement (a "New Gabelli Stockholder") to comply with all other participating Stockholders the requirements of this Section and to execute and delivery, on or prior to the date on which it acquires such record or beneficial ownership, a written undertaking to Buyer, in form and substance reasonably satisfactory to the Buyer, that such New Gabelli Stockholder will comply with respect to its Class A Sharesthe requirements of this Section 4.4 as if it was a Gabelli Stockholder, and to take on any other recourse or liability, as applicable to the Tag-Along Seller in connection with thereafter such Tag-Along Sale Transaction (a “Tag-Along Right”); provided, however, that no Other Stockholder will be required to enter into non-competition or similar agreements or take on any other recourse, indemnification obligations or liability, other than with respect to a proportionate holdback, escrow or similar arrangement; provided, further that the proceeds of any Transfer of Escrowed Shares by an eRx New Gabelli Stockholder shall remain subject be deemed to the Escrow Agreement in accordance with the terms thereofbe a Gabelli Stockholder for all purposes of this Section.

Tag-Along Right. (a) In connection with If any direct or indirect Transfer Principal Holder intends to transfer to any Person (other than (x) a Public Offering pursuant another Person that is included within the defined group of such Principal Holder, provided that such transferee agrees in writing to Article V, which shall be governed bound by the provisions terms of Article Vthis Section 8.5 and new stock certificates containing a restrictive legend referring to the transfer restrictions of this Section 8.5 are issued to such transferee) (the "TAG-ALONG PURCHASER"), in one transaction or a series of related transactions (y) a distribution excluding securities offerings registered under the Securities Act), shares of Equity Securities of Capital Stock constituting, in the Company by any Institutional Stockholder to its membersaggregate, partners, unitholders or stockholders, and (z) an Exchange) for value of any Class A Shares (including any Class A Shares issuable or issued upon conversion or exchange of other securities of the Company or any of its Subsidiaries) by (i) a GA Stockholder that, together with all other GA Stockholders, beneficially owns at least 5more than 20% of the outstanding Shares immediately prior to such Transfer, to any Person other than a GA Permitted Transferee or (ii) an HF Stockholder that, together with all other HF Stockholders, beneficially owns at least 5% of the outstanding Shares immediately prior to such Transfer, to any Person other than an HF Permitted Transferee (such proposed Transferor, in either case, a “Tag-Along Seller” and such proposed Transfer, a “Tag-Along Sale Transaction”), each other Institutional Stockholder, each Management Stockholder and each eRx Stockholder (an “Other Stockholder”) shall have the right to sell a proportionate amount of its vested Class A Shares (including any Class A Shares issuable or issued upon conversion or exchange of vested other securities of the Company or any of its Subsidiaries) based on the relative total number of such Class A Shares shares of Common Stock on a Fully Diluted Basis owned by such Other StockholderPrincipal Holder as of April 30, subject to 1999, then such Principal Holder shall permit each of the priorities set forth in Article IV with respect to the GA Stockholders and HF StockholdersPurchasers, at such Purchaser's option, to such third party transfer, for the same price per Class A Share consideration, and on the same other terms and conditions conditions, if any, upon which the Principal Holder intends to transfer such shares, a number of shares of Common Stock (including shares subject to then exercisable Warrants and Warrants that will become exercisable as are applicable a result of such transaction or series of transactions) then owned by such Purchaser determined in accordance with this Section 8.5(a) (the "TAG-ALONG SHARES"). Such Purchaser shall have the right, pursuant to this Section 8.5(a), to sell pursuant to the offer by the Tag-Along SellerPurchaser, a percentage of the shares of Common Stock (including that any shares subject to then exercisable Warrants) held by such Other Stockholder will be required to make the same representations, warranties or indemnifications (and, if necessary, to contribute proceeds to an escrow account to secure any such indemnification claims) on a several and pro rata basis (in proportion Purchaser equal to the number of Shares being Transferred by each) with all other participating Stockholders with respect to its Class A Shares, and to take on any other recourse or liability, as applicable to the Tag-Along Seller in connection with such Tag-Along Sale Transaction (a “Tag-Along Right”); provided, however, that no Other Stockholder will be required to enter into non-competition or similar agreements or take on any other recourse, indemnification obligations or liability, other than with respect to a proportionate holdback, escrow or similar arrangement; provided, further that the proceeds of any Transfer of Escrowed Shares by an eRx Stockholder shall remain subject to the Escrow Agreement in accordance with the terms thereofApplicable Percentage.

Tag-Along Right. (a) In connection with any direct or indirect Transfer (other than (x) a Public Offering pursuant to Article V, which shall be governed by the provisions of Article V, (y) a distribution of Equity Securities of the Company by any Institutional Stockholder to its members, partners, unitholders or stockholders, and (z) an Exchange) for value of all or any Class A Shares (including any Class A Shares issuable or issued upon conversion or exchange portion of other securities of an Interest in the Company or any of its Subsidiaries) held by (i) a GA Stockholder thatMember or a Member (other than an HF Member) who has acquired its Interest from a GA Member and, together with all other GA Stockholdersits Affiliates, beneficially owns holds Units equal to at least 5% of the outstanding Shares immediately prior to such Transfer, to Units of any Person class of Units other than Grant Units (other than to a GA Permitted Transferee Transferee) or (ii) an HF Stockholder thatMember or a Member (other than a GA Member) who has acquired its Interest from an HF Member and, together with all other HF Stockholdersits Affiliates, beneficially owns holds Units equal to at least 5% of the outstanding Shares immediately prior to such Transfer, to Units of any Person class of Units other than Grant Units (other than to an HF Permitted Transferee Transferee) (such proposed Transferor, in either case, a “Tag-Along Seller” and such proposed Transfer, a “Tag-Along Sale Transaction”), each other Institutional Stockholder, each Management Stockholder and each eRx Stockholder Member other than the Plan Member (an “Other StockholderMember”) shall have the right to sell a proportionate amount pro rata portion of its vested Class A Shares Units (including any Class A Shares issuable or issued upon conversion or exchange of vested other securities of the Company or any of its Subsidiaries) based on the relative number proportion that the portion of such Class A Shares owned by such Other Stockholder, subject the Tag-Along Seller’s Units proposed to be transferred bear to the priorities set forth in Article IV with respect to the GA Stockholders and HF Stockholders, Tag-Along Seller’s total Units) to such third party for the same price per Class A Share Unit and on the same other terms and conditions as are applicable to the Tag-Along Seller, including including, without limitation, that any such Other Stockholder Member will be required to make the same representations, warranties or indemnifications (and, if necessary, to contribute proceeds to an escrow account to secure any such indemnification claims) on a several and pro rata basis (in proportion to the number of Shares being Transferred by each) with all other participating Stockholders Members with respect to its Class A SharesInterests, and to take on any other recourse or liability, as applicable to the Tag-Along Seller in connection with such Tag-Along Sale Transaction (a “Tag-Along Right”); provided, however, that no the Other Stockholder Member will not be required to make representations, warranties or indemnifications with respect to any GA Corp. or HF Corp., or to enter into non-competition or similar agreements or take on any other recourse, indemnification obligations or liability, other than with respect to a proportionate holdback, escrow or similar arrangement; provided, further that the proceeds of any Transfer of Escrowed Shares by an eRx Stockholder shall remain subject . Notwithstanding anything to the Escrow Agreement contrary contained herein, the eRx Members’ Tag-Along Right will not apply to sales made by the GA Members and HF Members, if any, in accordance connection with the terms thereofIPO.

Tag-Along Right. If any Gabelli Entity (a) In connection as defined below), acting individually or together in any combination with any direct other Gabelli Entity (collectively, the "Transferor"), proposes to sell, contract to sell, or indirect Transfer otherwise transfer or dispose of, directly or indirectly, in one transaction or a series of related transactions, (other than each, a "Transfer") Voting Stock (xas defined below) a Public Offering pursuant to Article Vof the Seller, which shall be governed by the provisions of Article V, (y) a distribution of Equity Securities represents 20% or more of the Company by any Institutional Stockholder total voting power of all the then outstanding shares of Voting Stock of Seller to its members, partners, unitholders or stockholders, and (z) an Exchange) for value of any Class A Shares (including any Class A Shares issuable or issued upon conversion or exchange of other securities of the Company or any of its Subsidiaries) by (i) a GA Stockholder that, together with all other GA Stockholders, beneficially owns at least 5% of the outstanding Shares immediately prior to such Transfer, to any Person other than a GA Permitted Transferee Gabelli Entity (the "Purchaser"), the Transferor shall provide written notice (a "Transfer Notice") to the Buyer no later than 30 days prior to the consummation of the Transfer specifying all the material terms and conditions of the Transfer, including but not limited to the type and number of shares of Voting Stock to be transferred, the nature and amount of the consideration to be paid by the Purchaser, the identity of the Purchaser and any conditions to the Transfer. If a change occurs in the nature or amount of consideration to be paid by the Purchaser or in any other material terms or conditions of the Transfer, the Transferor shall promptly deliver to the Buyer a new Transfer Notice. If the Buyer elects to sell Conversion Shares in connection with the Transfer by delivering written notice to the Transferor in writing within 10 days after the date on which the Buyer received the Transfer Notice, then the Transferor will not consummate the Transfer unless (iii) an HF Stockholder that, together with all other HF Stockholders, beneficially owns it does so at a price at least 5% of the outstanding Shares immediately prior to such Transfer, to any Person other than an HF Permitted Transferee (such proposed Transferor, in either case, a “Tag-Along Seller” and such proposed Transfer, a “Tag-Along Sale Transaction”), each other Institutional Stockholder, each Management Stockholder and each eRx Stockholder (an “Other Stockholder”) shall have the right to sell a proportionate amount of its vested Class A Shares (including any Class A Shares issuable or issued upon conversion or exchange of vested other securities of the Company or any of its Subsidiaries) based on the relative number of such Class A Shares owned by such Other Stockholder, subject to the priorities set forth in Article IV with respect to the GA Stockholders and HF Stockholders, to such third party for the same price per Class A Share as high and on the same other terms and conditions at least as are applicable to favorable as those specified in the Tag-Along SellerTransfer Notice and (ii) simultaneously with the consummation of the Transfer the Purchaser also purchases from the Buyer, including that any such Other Stockholder will be required to make at the same representationsprice and on the other terms and conditions specified in the Transfer Notice, warranties or indemnifications (and, if necessary, to contribute proceeds to an escrow account to secure any such indemnification claims) on a several and pro rata basis (in proportion to percentage of the number of Conversion Shares then beneficially owned by it equal to the percentage obtained by dividing (i) the number of shares of Voting Stock being Transferred sold by eachthe Transferor in the Transfer by (ii) the total number of shares of Voting Stock then beneficially owned by all of the Gabelli Entities and multiplying that quotient by 100. Gabelli shall cause any Gabelli Entity that is not a party to this Agreement who becomes the record or beneficial owner of any Voting Stock of the Seller after the date of this Agreement (a "New Gabelli Stockholder") to comply with all other participating Stockholders the requirements of this Section and to execute and deliver, on or prior to the date on which it acquires such record or beneficial ownership, a written undertaking to Buyer, in form and substance reasonably satisfactory to the Buyer, that such New Gabelli Stockholder will comply with respect to its Class A Sharesthe requirements of this Section 4.4 as if it was a Gabelli Stockholder, and to take on any other recourse or liability, as applicable to the Tag-Along Seller in connection with thereafter such Tag-Along Sale Transaction (a “Tag-Along Right”); provided, however, that no Other Stockholder will be required to enter into non-competition or similar agreements or take on any other recourse, indemnification obligations or liability, other than with respect to a proportionate holdback, escrow or similar arrangement; provided, further that the proceeds of any Transfer of Escrowed Shares by an eRx New Gabelli Stockholder shall remain subject be deemed to the Escrow Agreement in accordance with the terms thereofbe a Gabelli Stockholder for all purposes of this Section.

Tag-Along Right. (a) In connection with If any direct or indirect Transfer Principal Holder intends to transfer to any Person (other than (x) a Public Offering pursuant another Person that is included within the defined group of such Principal Holder, provided that such transferee agrees in writing to Article V, which shall be governed bound by the provisions terms of Article Vthis Section 8.5 and new stock certificates containing a restrictive legend referring to the transfer restrictions of this Section 8.5 are issued to such transferee) (the "TAG-ALONG PURCHASER"), in one transaction or a series of related transactions (y) a distribution excluding securities offerings registered under the Securities Act), shares of Equity Securities of Capital Stock constituting, in the Company by any Institutional Stockholder to its membersaggregate, partners, unitholders or stockholders, and (z) an Exchange) for value of any Class A Shares (including any Class A Shares issuable or issued upon conversion or exchange of other securities of the Company or any of its Subsidiaries) by (i) a GA Stockholder that, together with all other GA Stockholders, beneficially owns at least 5more than 20% of the outstanding Shares immediately prior to such Transfer, to any Person other than a GA Permitted Transferee or (ii) an HF Stockholder that, together with all other HF Stockholders, beneficially owns at least 5% of the outstanding Shares immediately prior to such Transfer, to any Person other than an HF Permitted Transferee (such proposed Transferor, in either case, a “Tag-Along Seller” and such proposed Transfer, a “Tag-Along Sale Transaction”), each other Institutional Stockholder, each Management Stockholder and each eRx Stockholder (an “Other Stockholder”) shall have the right to sell a proportionate amount of its vested Class A Shares (including any Class A Shares issuable or issued upon conversion or exchange of vested other securities of the Company or any of its Subsidiaries) based on the relative total number of such Class A Shares shares of Common Stock on a Fully Diluted Basis owned by such Other StockholderPrincipal Holder as of the date of this Agreement, subject to then such Principal Holder shall permit the priorities set forth in Article IV with respect to Purchaser, at the GA Stockholders and HF StockholdersPurchaser's option, to such third party transfer, for the same price per Class A Share consideration, and on the same other terms and conditions conditions, if any, upon which the Principal Holder intends to transfer such shares, a number of shares of Common Stock (including shares subject to then exercisable Warrants and Warrants that will become exercisable as are applicable a result of such transaction or series of transactions) then owned by the Purchaser determined in accordance with this Section 8.5(a) (the "TAG-ALONG SHARES"). The Purchaser shall have the right, pursuant to this Section 8.5(a), to sell pursuant to the offer by the Tag-Along SellerPurchaser, a percentage of the shares of Common Stock (including that any such Other Stockholder will be required shares subject to make then exercisable Warrants) held by the same representations, warranties or indemnifications (and, if necessary, to contribute proceeds to an escrow account to secure any such indemnification claims) on a several and pro rata basis (in proportion Purchaser equal to the number of Shares being Transferred by each) with all other participating Stockholders with respect to its Class A Shares, and to take on any other recourse or liability, as applicable to the Tag-Along Seller in connection with such Tag-Along Sale Transaction (a “Tag-Along Right”); provided, however, that no Other Stockholder will be required to enter into non-competition or similar agreements or take on any other recourse, indemnification obligations or liability, other than with respect to a proportionate holdback, escrow or similar arrangement; provided, further that the proceeds of any Transfer of Escrowed Shares by an eRx Stockholder shall remain subject to the Escrow Agreement in accordance with the terms thereofApplicable Percentage.

Tag-Along Right. Except for Permissible Xxxxxxx Transfers, if, at any time, any Permissible Xxxxxxx Stockholder (athe "Selling Stockholder") In connection with desires to sell all or any direct or indirect Transfer part of his Shares (other than (xthe "Offered Shares") a Public Offering pursuant to Article Va bona fide, which shall be governed by arm's-length offer from a bona fide third party (the provisions of Article V"Proposed Transferee"), then each Stockholder (y) a distribution of Equity Securities of the Company by any Institutional Stockholder to its members, partners, unitholders or stockholders, and (z) an Exchange) for value of any Class A Shares (including any Class A Shares issuable or issued upon conversion or exchange of other securities of the Company or any of its Subsidiaries) by (i) a GA Stockholder that, together with all other GA Stockholders, beneficially owns at least 5% of the outstanding Shares immediately prior to such Transfer, to any Person other than a GA Permitted Transferee or (ii) an HF Stockholder that, together with all other HF Stockholders, beneficially owns at least 5% of the outstanding Shares immediately prior to such Transfer, to any Person other than an HF Permitted Transferee (such proposed Transferor, in either case, a “"Tag-Along Seller” and such proposed Transfer, a “Tag-Along Sale Transaction”), each other Institutional Stockholder, each Management Stockholder and each eRx Stockholder (an “Other Stockholder”") shall have the right to sell a proportionate amount of its vested Class A Shares (including any Class A Shares issuable or issued upon conversion or exchange of vested other securities of the Company or any of its Subsidiaries) based on the relative number of such Class A Shares owned by such Other Stockholder, subject to the priorities set forth in Article IV with respect to the GA Stockholders and HF Stockholders, to such third party for the same price per Class A Share and on the same other terms and conditions as are applicable to the "Tag-Along Seller, including that any such Other Stockholder will be required Right") to make sell to the same representations, warranties or indemnifications Proposed Transferee a number of Shares (and, if necessary, to contribute proceeds to an escrow account to secure any such indemnification claimsthe "Tag-Along Shares") on a several and pro rata basis (in proportion equal to the number of Shares being Transferred then held by each) with all other participating Stockholders with respect to its Class A Shares, and to take on any other recourse or liability, as applicable to the Tag-Along Seller Stockholder multiplied by a fraction, the numerator of which is the number of Shares included in connection with such the Offered Shares, and the denominator of which is the number of Shares owned by the Selling Stockholder. The Selling Stockholder shall submit a written notice to all other Stockholders (the "Written Notice") disclosing: (i) the identity of the Proposed Transferee, (ii) the number of Offered Shares, (iii) the total number of Shares owned by the Selling Stockholder, (iv) the terms and conditions of the proposed sale of the Offered Shares to the Proposed Transferee, including the price per share (on a fully diluted basis) to be paid, (v) the terms and conditions of payment offered by the Proposed Transferee and, in the case of consideration in whole or in part other than cash, the fair market value thereof as determined in good faith by the Selling Stockholder and the Proposed Transferee, (vi) the address of the Selling Stockholder, and (vii) that the Proposed Transferee has been informed of the Tag-Along Sale Transaction (a “Tag-Along Right”); providedRight provided for in this Section 3.1, however, that no Other Stockholder will be required to enter into non-competition or similar agreements or take on and any other recourse, indemnification obligations or liability, other than with respect to a proportionate holdback, escrow or similar arrangement; provided, further that the proceeds of any Transfer of Escrowed Shares by an eRx Stockholder shall remain subject material facts relating to the Escrow Agreement in accordance with proposed sale of the terms thereofOffered Shares to the Proposed Transferee.

Tag-Along Right. (aIn the event that the sale by one or more --------------- Selling Stockholders of Offered Securities pursuant to Section 5.4(a) In connection with any direct or indirect Transfer hereof (other than (xsales to Permitted Transferees) a Public Offering would, when aggregated with all prior sales pursuant to Article VSection 5.4(a) by such Selling Stockholder(s) and their Affiliates, result in the sale of 20% or more of the Subject Securities held by such Selling Stockholder(s) on the date hereof (for purposes of this determination, all Subject Securities sold or transferred pursuant to this Section 5.4 shall be deemed to be held by the stockholder who holds such Subject Securities on the date hereof), then such Selling Stockholder(s) shall, unless such sale is subject to a Bring-Along Notice pursuant to Section 5.4(c) hereof, include an offer (a "Tag-Along Offer") to each Offeree Stockholder to --------------- participate pro rata in such sale by including a portion of such Offeree Stockholder's shares of Common Stock (the exact number of which shall be governed determined based on multiplying the number of Offered Securities by the provisions of Article Va fraction, (y) a distribution of Equity Securities of the Company by any Institutional Stockholder to its members, partners, unitholders or stockholders, and (z) an Exchange) for value of any Class A Shares (including any Class A Shares issuable or issued upon conversion or exchange of other securities of the Company or any of its Subsidiaries) by (i) a GA Stockholder that, together with all other GA Stockholders, beneficially owns at least 5% the numerator of which is the total number of shares of Common Stock (assuming conversion of the outstanding Shares immediately prior to Note) then owned by such Transfer, to any Person other than a GA Permitted Transferee or Offeree Stockholder and (ii) an HF Stockholder that, together with all other HF Stockholders, beneficially owns at least 5% the denominator of which is the total number of shares of Common Stock (assuming conversion of the outstanding Shares immediately prior to such Transfer, to any Person other than an HF Permitted Transferee (such proposed Transferor, in either case, a “Tag-Along Seller” and such proposed Transfer, a “Tag-Along Sale Transaction”), each other Institutional Stockholder, each Management Stockholder and each eRx Stockholder (an “Other Stockholder”Note) shall have owned by all Offeree Stockholders plus the right to sell a proportionate amount of its vested Class A Shares (including any Class A Shares issuable or issued upon conversion or exchange of vested other securities of the Company or any of its Subsidiaries) based on the relative number of such Class A Shares shares owned by such Other Stockholder, subject to the priorities set forth in Article IV other stockholders having tag-along rights with respect to such sale) in the GA Stockholders sale, at the Offer Price and HF Stockholders, to such third party for otherwise upon the same price per Class A Share and on the same other terms and conditions as are applicable to of such sale. Upon delivery of the Tag-Along SellerOffer pursuant to this Section 5.4(b), including that any such Other the offer made therein to the Offeree Stockholders shall be irrevocable unless and until the rights provided for therein shall have been waived or shall have expired in accordance with this Agreement. The right of each Offeree Stockholder will to purchase its pro rata portion of the Offered Securities under this Section 5.4(b) shall be required exercisable by delivering written notice thereof, prior to make the same representations, warranties or indemnifications (and, if necessaryexpiration of the Notice Period, to contribute proceeds to an escrow account to secure any such indemnification claims) on the Selling Stockholder(s), with a several and pro rata basis (in proportion copy to the number Company. The failure of Shares being Transferred such Offeree Stockholder to respond within the Notice Period shall be regarded as a rejection of the offer to participate in such sale as contemplated by each) with all other participating Stockholders with respect to its Class A Shares, and to take on any other recourse or liability, as applicable to the Tag-Along Seller in connection with Offer and shall be deemed to be a waiver of its rights under Section 5.4(b). To the extent that such Tag-Along Sale Transaction (a “Tag-Along Right”Offeree Stockholder exercises its right to sell shares of Common Stock pursuant to this Section 5.4(b); provided, however, that no Other Stockholder will the number of shares of Common Stock proposed to be required sold to enter into non-competition or similar agreements or take on any other recourse, indemnification obligations or liability, other than with respect to a proportionate holdback, escrow or similar arrangement; provided, further that the proceeds of any Transfer of Escrowed Shares Third Party Purchaser by an eRx the Selling Stockholder shall remain subject to the Escrow Agreement in accordance with the terms thereofbe reduced proportionately.