Come Along. If any Stockholder proposes to transfer Voting Shares in a Co-Sale Transfer (the "Selling Stockholder"), it shall give notice of such proposed sale (the "Sale Notice") to the Company and the other Stockholders (the "Other Stockholders"), which notice shall set forth at least the name and address of the proposed transferee (the "Buyer") and the price and terms of such proposed sale. Any of the Other Stockholders shall then be entitled to give, within 20 days after the giving of such Sale Notice, a counter-notice to the Company, the Selling Stockholder, and to the Buyer at the address specified in the Sale Notice, that it elects to have the Buyer choose to purchase the number of Voting Shares owned by such Other Stockholder (and the Voting Shares of his, her or its Related Transferees, if any) equal to (i) the number of Voting Shares held by such Other Stockholder and his, her or its Related Transferees, if any, multiplied by (ii) a fraction, the numerator of which is the number of Voting Shares proposed to be acquired by the Buyer from the Selling Stockholder and the denominator of which is the total number of Voting Shares held by the Selling Stockholder (before giving effect to the proposed sale to the Buyer), at the same price and upon the same terms and conditions as contained in the Sale Notice. In the event any Other Stockholder makes the aforesaid election, the Buyer shall purchase and such Other Stockholder (and his, her or its Related Transferees, if any) shall sell such number of Voting Shares owned (or deemed owned) by them at the same price and upon the same terms and conditions as contained in the Sale Notice; provided, that if the Buyer is not willing to purchase the total number of Voting Shares held by the Selling Stockholder and the Other Stockholders who have elected to participate in such sale, the Buyer shall purchase that number of Voting Shares that it wishes to purchase (but not less than the number set forth in the Sale Notice), and the Selling Stockholder and the Other Stockholders shall each sell that number of Voting Shares to the Buyer equal to the product of (x) the aggregate number of Voting Shares to be purchased by the Buyer and (y) a fraction, the numerator of which is the number of Voting Shares then owned by such Stockholder, and the denominator of which is the aggregate number of Voting Shares owned by the Selling Stockholder and the Other Stockholders who have elected to participate in such sale.
Come Along. No Stockholder may Transfer Shares to a Third Party who is not a Permitted Transferee without complying with the terms and conditions set forth in this Section 2.4.
Come Along. Except as provided in Section 2.3(c) hereof, no Stockholder shall Transfer more than 15% of the outstanding Common Stock of the Company to a Third Party who is not a Permitted Transferee without complying with the terms and conditions set forth in Section 2.3(a) and 2.3(b) below and, if applicable, the terms and conditions set forth in Section 4.1 below; PROVIDED, HOWEVER, that this Section 2.3 shall not in any way limit or affect the restrictions of Section 2.1.
Come Along. OBLIGATION. (a) Each Shareholder shall, if requested by Holdings at any time, transfer for value a pro rata portion of such Shareholder's shares of capital stock to any other person (the "Proposed Buyer") in the manner set forth in this Section 4 in connection with the transfer by Holdings of any of its shares of capital stock.
Come Along. In the event Buyer agrees to sell all of the shares of stock owned by it to an unaffiliated third party pursuant to the terms of a bona fide written offer to acquire all the issued and outstanding stock for cash, by merger or otherwise, then, upon notice from Buyer, each of the shareholders of Buyer common stock from this transaction hereby agrees to sell all of their respective shares of Buyer's common stock to the third party in accordance with the terms of the offer, and shall take all other action reasonably necessary in order to effect the sales and exchange of all of the Buyer s common stock pursuant to the offer.
Come Along. Take Along.
Come Along. Except as provided in Section 4.3(c) and except with respect to shares of Common Stock (or any other shares of common stock of the Company into which the Common Stock may be converted) sold pursuant to an Initial Public Offering, Parent shall not Transfer in one transaction or a series of related transactions, shares of Common Stock constituting more than 50% of the aggregate number of all shares of Common Stock then outstanding in either case, to a Person other than the Company, the Grantees or any Affiliate of Parent (any such Transfer, a "Transfer Event"), without complying with the following terms and conditions:
Come Along. If, at any time before the earlier of the Initial ---------- Public Offering Date and May 15, 2001, any or all of the Continuing Shareholders and their Permitted Transferees (as defined in section 1.2(d) of the Continuing Shareholders Agreement) and employees and former employees of the Company and its subsidiaries (the "Selling Group") sell or agree to sell to a non-affiliated third party that number of shares of Equity Securities that, when added to the shares then beneficially owned by Xxxxx XX and Xxxxx'x Controlled Subsidiaries and of other selling shareholders selling in that transaction, would be sufficient under applicable state corporation law to enable the beneficial owner to effect a short-form parent-subsidiary merger of the Company with the purchaser following the sale, whether in a single transaction or a series of related transactions, the Continuing Shareholders shall cause the third party to purchase all the Shares beneficially owned by Xxxxx XX and Bayer's Controlled Subsidiaries, and the New Shareholder and its Permitted Transferees shall sell those Shares to the third party on the same terms as the members of the Selling Group sell or agree to sell Shares. The New Shareholder and its Permitted Transferees shall use reasonable efforts to cooperate with the Selling Group in connection with any such sale. Nothing in this section 7 shall be deemed to diminish the rights of the New Shareholder under sections 4.4 and 8, subject to section 4.7.
Come Along. In the event the non-selling Stockholder determines not to exercise the right of first refusal granted pursuant to Section 2, the non-selling Stockholder shall have the right to cause the Transferee to purchase from the non-selling Stockholder the same percentage of the Shares owned by the non-selling Stockholder as is equal to the fraction, expressed as a percentage, the numerator of which is the number of Offered Shares and the denominator of which is the total number of Shares owned by the Selling Stockholder prior to such sale; subject to the adjustment specified in this Section 3 ("Come Along"). The non-selling Stockholder shall exercise the Come Along by giving the Selling Stockholder and the proposed Transferee notice of such exercise within the Exercise Period, but not later than the date upon which the non-selling Stockholder gives notice of his non-exercise of the right of first refusal if notice of non-exercise is given. Upon receipt of the notice of exercise of the Come Along, the Transferee shall have the option to purchase the aggregate number of Shares specified in the Bona Fide Offer to be purchased from the Selling Stockholder and the other Stockholder, pro rata or to increase the number of Shares purchased by such amount (with a concomitant increase in the purchase price, but otherwise on the same terms and conditions contained in the Bona Fide Offer) so that the other Stockholder is selling the same percentage of his Shares as the percentage sold by the Selling Stockholder. The Transferee's election shall be made within fifteen days of the receipt by the Transferee of the other Stockholder's exercise of the Come Along.
Come Along. 19.1 If a third party offers to purchase the Shares and the loan accounts of all the Shareholders in the Company on identical pro rata terms, and provided that Shareholders holding not less than 70% (seventy percent) of the issued share capital of the Company accept such offer in respect of their Shares (after first having complied with the relevant provisions of clause 18 and the remaining Shareholders having refused the offer made to them in terms of clause 18), then the remaining Shareholders in the Company shall be obliged to and shall be deemed to have accepted the offer of the third party in respect of all their Shares in the Company.
