Common use of Come-Along Right Clause in Contracts

Come-Along Right. (a) In the event that either of A1 and G1 (the "Majority Sellers") propose to Transfer any Shares to any Third Party, then, as a condition to any such transfer, the Majority Sellers proposing to Transfer (or their representative) shall deliver to each of the Other Stockholders a written notice (the "Sale Notice") to such effect, containing a description of the proposed transaction and the terms thereof in reasonable detail. For purposes of this Section 3.1 and only this Section 3.1, the term "Other Stockholders" shall also include a Majority Seller, if applicable, not proposing to Transfer any Shares pursuant to the Sale Notice. Upon delivery of the Sale Notice, each of the Other Stockholders, as a condition to any such Transfer, and subject to any applicable Right of First Offer provided in Section 4 below (provided that the exercise of its Come Along Right by a Majority Seller will be deemed a waiver of its Right of First Offer), shall have the right to require the Majority Seller(s) to arrange for the sale to the proposed transferee(s) of a percentage of such Other Stockholder's Shares equal to the highest percentage of any Majority Seller's holdings of Shares that any Majority Seller desires to Transfer to the transferee(s) for the same consideration and otherwise on the terms and conditions at least as favorable to such Other Stockholder as the terms and conditions set out in the Sale Notice. Each Other Stockholder may exercise such Person's right under this Section 3.1 by written notice (the "Come Along Notice") to the Majority Seller(s) who gave the Sale Notice given within twenty (20) days after the date on which such other Stockholder receives the Sale Notice.