American Home Shield 2013 Annual Report Download - page 228

elects to participate, the Director will be entitled to sell in the contemplated transaction, at the same price and on the same terms and conditions as set
forth in the Sale Notice, an amount of Shares equal to the product of ( i) the quotient determined by dividing (A) the percentage of the Company’s then
outstanding Common Stock represented by the Shares then held by the Director by ( B) the aggregate percentage of the Company’s then outstanding
Common Stock represented by the Common Stock then held by the Investor(s) participating in the sale or other transfer described in the Sale Notice
and all holders of Common Stock electing to participate in such sale and ( ii) the number of Common Stock the prospective transferee has agreed to
purchase in the contemplated transaction.
(c) Certain Matters Relating to the Investors . The Company will use its commercially reasonable best efforts to cause the Investors to
conduct any sale that is within the scope of this Section 6 in a manner consistent with this Section 6. If the Company is not able to do so or fails to
give the Sale Notice to the Director as prescribed in Section 6(a), the Director’s sole remedy shall be against the Company.
(d) Expiration Upon a Public Offering. The provisions of this Section 6 shall terminate upon the consummation of a Public Offering.
Section 7. “Drag-Along” Rights.
(a) Drag-Along Notice. If any of the Investors (whether acting alone or jointly with one or more of the other Investors) intends to sell or
otherwise Transfer, or enter into an agreement to sell or otherwise Transfer, for cash or other consideration, more than 50.01% of the Common Stock
collectively owned by the Investors as of the Effective Date to a Third-Party Buyer and the applicable Investor(s) elects to exercise its rights under this
Section 7, the Company shall deliver written notice (a “ Drag-Along Notice”) to the Director, which notice shall state (i) that the Investor(s) wishes to
exercise its rights under this Section 7 with respect to such sale, ( ii) the name and address of the Third-Party Buyer, (iii) the per share amount and
form of consideration the applicable Investor(s) proposes to receive for its Common Stock, ( iv) the material terms and conditions of payment of such
consideration and all other material terms and conditions of such sale, and ( v) the anticipated time and place of the closing of the purchase and sale
(a “Drag-Along Closing”).
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