Common use of The Right Clause in Contracts

The Right. If ADNM, or any direct or indirect successor, assignee or transferee of ADNM (each a "Transferor"), proposes alone or with others to Transfer, directly or indirectly, to any Person that is not an Excluded Transferee, any Equity Securities (each, a "Subject Interest") that represent a fully-diluted Percentage of twenty percent (20%) or more, in a single transaction or series of transactions, and the Common Units (or substitute Equity Securities) issued to Merchandiser) pursuant to this (or any successor) Warrant (the "Securities") include (at such time or upon exercise, conversion or exchange) any Equity Securities of the same class as the Subject Interest (the "Subject Interest Class"), the would-be Transferor shall provide Merchandiser with not less than thirty (30) days' prior written notice of such proposed sale, which notice shall include all of the material terms and conditions of such proposed sale and which shall identify such purchaser (the "Sale Notice"), and Merchandiser shall have the option, exercisable by written notice to the Transferor within twenty (20) days after the receipt of the Sale Notice, to participate in such transaction pro rata with the Transferor at the same time as, and upon the same terms and conditions as (including all direct or indirect consideration) the Transferor Transfers his Equity Securities in the Company. Merchandiser may sell all or any portion of the Securities held by Merchandiser (or issuable to Merchandiser upon exercise, conversion or exchange of any of the Securities) that are of the class of Equity Securities that includes the Subject Interest Class (the "Merchandiser's Securities") equal to the product obtained by multiplying (i) the Subject Interest by (ii) a fraction, the numerator of which is Merchandiser's Securities and the denominator of which is the total number of Equity Securities of the Subject Interest Class then owned by the Transferor, Merchandiser, and any other Person that has tag-along rights with respect to the proposed Transfer by Transferor. To the extent that Merchandiser, or any other Person that has tag-along rights with respect to the proposed Transfer by Transferor, shall exercise its tag-along right, the number of Equity Securities that the Transferor may Transfer in the transaction shall be correspondingly reduced.

The Right. If ADNMone or more Shareholders holding, or any direct or indirect successor, assignee or transferee of ADNM (each a "Transferor"), proposes alone or with others to Transfer, directly or indirectly, to any Person that is not an Excluded Transferee, any Equity Securities (eachin the aggregate, a "Subject Interest") that represent a fully-diluted Percentage majority of twenty percent (20%) or more, in a single transaction or series of transactions, the issued and the outstanding Common Units (or substitute Equity Securities) issued to Merchandiser) pursuant to this (or any successor) Warrant Stock (the "SecuritiesMajority Shareholders") include propose to sell all the Common Stock owned by such Majority Shareholders (at whether owned by such time Shareholders on the date hereof or upon exercisehereafter acquired in a manner consistent with this Agreement) to a Prospective Purchaser, conversion or exchange) any Equity Securities of other than a Related Transferee, then such Majority Shareholders shall have the same class as the Subject Interest right (the "Subject Interest ClassDrag-Along Right"), ) to compel the wouldremaining Shareholders (the "Drag-be Transferor shall provide Merchandiser with not less than thirty (30Along Shareholders") days' prior written notice of such proposed sale, which notice shall include to sell all of the material shares of Common Stock and Warrants owned by them to the Prospective Purchaser for such consideration per share (reduced by the exercise price of the Warrants, in the case of the Warrants), and on the same terms and subject to the same conditions, as the Majority Shareholders are able to obtain. The Majority Shareholders shall exercise the Drag-Along Right by giving written notice (the "Drag-Along Notice") to the Company and the Drag-Along Shareholders stating (i) that they propose to effect such transaction, (ii) the name and address of the Prospective Purchaser, (iii) the proposed purchase price per share and other terms and conditions of such the proposed sale and which shall identify such purchaser (the "Sale Notice"), and Merchandiser shall have the option, exercisable by written notice including any consideration proposed to the Transferor within twenty (20) days after the receipt be paid other than in respect of the Sale Notice, Common Stock or Warrants) and (iv) that all the Shareholders shall be obligated to participate in such transaction pro rata with the Transferor at the same time as, sell their shares of Common Stock and Warrants upon the same terms and conditions as (including all direct or indirect consideration) subject to the Transferor Transfers his Equity Securities same conditions; PROVIDED, HOWEVER, that, in the Company. Merchandiser may sell all or any addition to receiving their ratable portion of any consideration paid in respect of the Securities held by Merchandiser (Common Stock or issuable Warrants, the Shareholders shall be entitled to Merchandiser upon exercise, conversion or exchange receive a ratable portion of any consideration paid other than in respect of the Securities) that are of the class of Equity Securities that includes the Subject Interest Class (the "Merchandiser's Securities") equal Common Stock or Warrants, to the product obtained by multiplying extent that such consideration exceeds (i) the Subject Interest fair market value of any tangible property transferred by the Majority Shareholders in exchange for such consideration or (ii) a fraction, the numerator of which an amount that is Merchandiser's Securities customary and the denominator of which is the total number of Equity Securities of the Subject Interest Class then owned by the Transferor, Merchandiser, and reasonable for any other Person that has tag-along intangible property or rights with respect to the proposed Transfer by Transferor. To the extent that Merchandiser, transferred or any other Person that has tag-along rights with respect to the proposed Transfer by Transferor, shall exercise its tag-along right, the number of Equity Securities that the Transferor may Transfer granted in the transaction shall be correspondingly reducedexchange for such consideration.

The Right. If ADNM, any Sponsor or any direct of its Affiliates proposes to enter into any agreement to sell shares of Series A Preferred or indirect successorCommon Stock to any person (other than transfers among each Sponsor and its Affiliates) (a “Prospective Purchaser”) that, assignee when taken together with all other sales of Series A Preferred or transferee Common Stock by such Sponsor and its Affiliates (other than transfers among such Sponsor and its Affiliates) from and after the Issue Date, would exceed 50% of ADNM the aggregate number of shares of Common Stock (each on an As-Converted Basis) owned by such Sponsor and its Affiliates on the date hereof, (a "Transferor"“Tag-Along Sale”), proposes alone or with others to Transfer, directly or indirectly, to any Person that is not an Excluded Transferee, any Equity Securities (each, a "Subject Interest") that represent a fully-diluted Percentage of twenty percent (20%) or more, in a single transaction or series of transactions, and the Common Units (or substitute Equity Securities) issued to Merchandiser) pursuant to this (or any successor) Warrant (the "Securities") include (at such time or upon exercise, conversion or exchange) any Equity Securities then each of the same class as the Subject Interest (the "Subject Interest Class"), the would-be Transferor shall provide Merchandiser with not less than thirty (30) days' prior written notice of such proposed sale, which notice shall include all of the material terms and conditions of such proposed sale and which shall identify such purchaser (the "Sale Notice"), and Merchandiser Investors shall have the optionright, exercisable by written notice to but not the Transferor within twenty (20) days after the receipt of the Sale Noticeobligation, to participate in any such transaction pro rata sale or transfer of such shares of Series A Preferred or Common Stock by such Sponsor and its Affiliates in accordance with the Transferor at the same time as, procedures set forth below and upon on the same terms and subject to the same conditions as those on which such Sponsor and its Affiliates propose to transfer their shares. Prior to any proposed Tag-Along Sale, the Sponsor shall deliver, and/or where applicable shall cause its Affiliates to deliver, to each Investor, a written notice (including all direct or indirect considerationthe “Tag-Along Notice”) stating the Transferor Transfers his Equity Securities in number of shares of Series A Preferred and/or Common Stock that the CompanySponsor and/or its s Affiliates desire to sell and providing copies of any documents setting forth the terms and conditions to which such sale is subject. Merchandiser may sell all or any portion The Tag-Along Notice shall set forth the percentage of the Securities shares of Series A Preferred and/or Common Stock held by Merchandiser (or issuable to Merchandiser upon exercise, conversion or exchange of any of the Securities) each Investor that are of the class of Equity Securities that includes the Subject Interest Class such Investor can include in such Tag-Along Sale (the "Merchandiser's Securities") “Tag-Along Percentage”), which percentage will equal to the product obtained by multiplying quotient of (i) the Subject Interest difference of (x) the total number of shares of Common Stock (on an As-Converted Basis) that are proposed to be sold in the Tag-Along Sale, minus (y) the total number of shares of Common Stock (on an As-Converted Basis) that any other Persons with similar “tag-along” or “co-sale” rights have the right to sell in connection with such transaction (assuming that all such persons exercise all such rights to the fullest extent), divided by (ii) a fraction, the numerator of which is Merchandiser's Securities and the denominator of which is the total number of Equity Securities shares of Common Stock (on an As-Converted Basis), owned in the Subject Interest Class then owned aggregate by the Transferor, Merchandiser, Investors and any other Person that has tagthe Sponsor and/or its Affiliates on the date of such Tag-along rights with respect to the proposed Transfer by Transferor. To the extent that Merchandiser, or any other Person that has tag-along rights with respect to the proposed Transfer by Transferor, shall exercise its tag-along right, the number of Equity Securities that the Transferor may Transfer in the transaction shall be correspondingly reducedAlong Notice.