Section 9.3 Drag-Along Rights.
(a) In the event that XXX (who will be referred to in this Section as the “Selling Member”) proposes to Transfer all of his Ownership Interest or substantially all of the assets of the Company in one transaction or a series of related transactions (a “Proposed Sale Transaction”) and the Company has more than one Member, the Selling Member may, at his option, deliver a written notice of the Proposed Sale Transaction (a “Drag-Along Notice”) to all other Members at least thirty (30) days prior to the closing date of the Proposed Sale Transaction requiring the other Members to sell and Transfer all of their respective Ownership Interests to the Proposed Purchaser (or consent to sale of substantially all of the assets of the Company) in accordance with the terms of this Section 9.3. The Drag-Along Notice shall set forth the principal terms of the Proposed Sale Transaction insofar as it relates to the Transfer of Ownership Interests or assets, including (A) the name and address of the Proposed Purchaser and (B) the purchase price for the Ownership
(b) In the event the Selling Member elects to exercise his rights under this Section 9.3, each other Member shall be obligated to sell and Transfer the Ownership Interest held by such other Member to the Proposed Purchaser (or to consent to the sale of assets, as applicable) in exchange for an amount determined by allocation of the All Interests Sale Price (when paid, and subject to adjustments as set forth in any definitive purchase agreement, and net of any expenses of the Company and the Members incurred in the transaction) among all Members in accordance with their Ownership Percentages (or, in the case of an asset sale, in an amount based on the methodology for distribution of assets upon dissolution of the Company as set forth in this Agreement). In connection with a Transfer to the Proposed Purchaser or a sale of assets as set forth herein, each other Member will be obligated to enter into such agreements as are customary and reasonable in the context of the Proposed Sale Transaction to (X) assign its Ownership Interest to the Proposed Purchaser and/or (Y) provide customary covenants (including covenants not to compete), representations, warranties and indemnities (so long as all Members are subject to comparable terms). At the closing of the Proposed Sale Transaction, the Proposed Purchaser may pay to each other Member the portion of the All Interests Sale Price allocable to such other Member, in the Proposed Purchaser’s sole discretion, either in immediately available funds or on the same terms and conditions as the Proposed Purchaser pays the Selling Member his applicable portion of the All Interests Sale Price (e.g., if the Proposed Purchaser pays the All Interests Sale Price in stock or membership interests of the Proposed Purchaser, then the Proposed Purchaser may opt to pay the other Members in stock or membership interests of the Proposed Purchaser).
