AND THE COMPANY, AT LEAST TEN (10)
BUSINESS DAYS PRIOR TO THE DATE ON WHICH THE DRAG-ALONG SELLERS EXPECT TO
CONSUMMATE THE TRANSFER GIVING RISE TO SUCH DRAG-ALONG RIGHT.
IN THE EVENT THAT
THE TERMS AND/OR CONDITIONS SET FORTH IN THE DRAG-ALONG NOTICE ARE THEREAFTER
AMENDED IN ANY MATERIAL RESPECT, THE DRAG-ALONG SELLERS SHALL GIVE WRITTEN
NOTICE (AN "AMENDED DRAG-ALONG NOTICE") OF THE AMENDED TERMS AND CONDITIONS OF
THE PROPOSED TRANSFER TO EACH REQUIRED SELLER AND THE COMPANY.
EACH DRAG-ALONG
NOTICE AND AMENDED DRAG-ALONG NOTICE SHALL SET FORTH:
(I) THE NAME OF THE
DRAG-ALONG TRANSFEREE AND THE AMOUNT OF SHARES PROPOSED TO BE PURCHASED BY SUCH
DRAG-ALONG TRANSFEREE, (II) THE PROPOSED AMOUNT AND TYPE OF CONSIDERATION AND
MATERIAL TERMS AND CONDITIONS OF PAYMENT OFFERED BY THE DRAG-ALONG TRANSFEREE,
AND (III) A SUMMARY OF ANY OTHER MATERIAL TERMS PERTAINING TO THE TRANSFER.
(C)
EXERCISE.
ALL TRANSFERS OF SHARES TO THE
DRAG-ALONG TRANSFEREE PURSUANT TO THIS SECTION 3 SHALL BE CONSUMMATED
SIMULTANEOUSLY AT THE OFFICES OF THE COMPANY, UNLESS THE DRAG-ALONG SELLERS
ELECT OTHERWISE, ON THE LATER OF (I) A BUSINESS DAY NOT LESS THAN TEN (10) OR
MORE THAN SIXTY (60) DAYS AFTER THE DRAG-ALONG NOTICE IS RECEIVED BY SUCH
REQUIRED SELLERS AND THE COMPANY OR (II) THE THIRD BUSINESS DAY FOLLOWING
RECEIPT OF ALL MATERIAL GOVERNMENTAL APPROVALS, OR AT SUCH OTHER TIME AND/OR
PLACE AS EACH OF THE PARTIES TO SUCH TRANSFERS MAY AGREE.
8
THE DELIVERY OF STOCK CERTIFICATES SHALL BE MADE ON SUCH DATE, AGAINST PAYMENT
OF THE PURCHASE PRICE FOR SUCH SHARES, DULY ENDORSED FOR TRANSFER OR WITH DULY
EXECUTED STOCK POWERS OR SIMILAR INSTRUMENTS, OR SUCH OTHER INSTRUMENT OF
TRANSFER OF SUCH SHARES AS MAY BE REASONABLY REQUESTED BY THE DRAG-ALONG SELLERS
AND THE COMPANY, WITH ALL STOCK TRANSFER TAXES PAID AND STAMPS AFFIXED.
EACH
REQUIRED SELLER SHALL RECEIVE THE SAME FORM AND AMOUNT OF CONSIDERATION RECEIVED
BY THE DRAG-ALONG SELLERS PER SHARE.
TO THE EXTENT THAT THE PARTIES (OR ANY
SUCCESSORS THERETO) ARE TO PROVIDE ANY INDEMNIFICATION OR OTHERWISE ASSUME ANY
OTHER POST-CLOSING LIABILITIES, THE DRAG-ALONG SELLERS AND ALL REQUIRED SELLERS
SELLING SHARES IN A TRANSACTION UNDER THIS SECTION 3 SHALL DO SO SEVERALLY AND
NOT JOINTLY (AND ON A PRO RATA BASIS IN ACCORDANCE WITH THE SHARES BEING SOLD BY
EACH) AND THEIR RESPECTIVE POTENTIAL LIABILITY THEREUNDER SHALL NOT EXCEED THE
PROCEEDS RECEIVED.
FURTHERMORE, EACH REQUIRED SELLER SHALL ONLY BE REQUIRED TO
GIVE CUSTOMARY REPRESENTATIONS AND WARRANTIES, INCLUDING TITLE TO SHARES
CONVEYED, LEGAL AUTHORITY AND CAPACITY, AND NON-CONTRAVENTION OF OTHER
AGREEMENTS TO WHICH IT IS A PARTY, WITH RESPECT TO WHICH INDEMNIFICATION OR
OTHER POST-CLOSING LIABILITIES SHALL BE SEVERAL AND NOT JOINT (AND ONLY AS TO
THE REPRESENTATIONS AND WARRANTIES GIVEN BY SUCH REQUIRED SELLER) AND THEIR
RESPECTIVE POTENTIAL LIABILITY THEREUNDER SHALL NOT EXCEED THE PROCEEDS
RECEIVED; PROVIDED, THAT IN CONNECTION WITH SUCH TRANSACTION NO INVESTOR SHALL
BE REQUIRED TO ENTER INTO ANY NON-COMPETITION AGREEMENT.
EACH REQUIRED SELLER
SHALL BE REQUIRED TO ENTER INTO ANY INSTRUMENT, UNDERTAKING OR OBLIGATION
NECESSARY OR REASONABLY REQUESTED