Come-Along Rights. In the event that Holdings receives an offer to purchase shares of Stock held by Holdings, and the offeror, as a condition to such purchase, requires or commits to purchase, or to cause the Company to redeem, all (but not less than all) of the other shares of Stock on the same per share price and terms as the offer for the shares of Stock held by Holdings, each other Stockholder (and any Permitted Transferee of the shares of Stock) shall be obligated, at the election of Holdings, to sell to the offeror or to the Company, as the case may be, that number of shares of Stock equal to the sum of (x) the number of shares actually held by such other Stockholder multiplied by (y) a fraction, the numerator of which is the number of shares of Stock proposed to be transferred by Holdings, and the denominator of which is the total number of shares of Stock held by Holdings, at the same per share price and on the same terms and conditions offered to Holdings for the shares of Stock held by Holdings. Notwithstanding the foregoing, holders of the Series A Preferred Stock shall not be obligated to sell to the offeror or to the Company, as the case may be, any shares of Series A Preferred Stock, unless the consideration received shall be at least equal to the Series A Liquidation Amount, as defined in the Certificate of Designation. For the avoidance of doubt, if the offeror has not specified a proposed purchase price for shares of Series A Preferred Stock, the proposed purchase price for each share of Series A Preferred Stock shall be determined based on the conversion ratio of the Series A Preferred Stock then in effect as if such shares of Series A Preferred Stock had been converted to Common Stock in accordance with the terms of the Certificate of Designation. Within ten (10) days after the date of the written notice of Holdings’ election made pursuant to this Section 4(a), the other Stockholders (and any Permitted Transferee of the shares of Stock) shall deliver the certificate(s) representing shares of Stock to Holdings endorsed in blank. Notwithstanding the foregoing, the other Stockholders and any Permitted Transferee of the shares of Stock (collectively, the “Seller”) will not be required to comply with this Section 4(a) in connection with any specific transaction (the “Proposed Sale”) unless:”
Come-Along Rights. If after complying with Section 3.4, BCD intends to sell all or part of its shares of Stock to any person or entity, BCD has the right to require Hogg xx transfer to the proposed transferee, on the same terms and conditions as were offered to BCD, that number of shares of Stock determined by multiplying (A) the percentage of the total number of shares of Stock outstanding owned by Hogg xx (B) the number of shares of Stock the proposed transferee has agreed to purchase from BCD. In the event BCD desires to exercise its rights under this Section 8.2, BCD shall notify Hogg xx such intent in a written notice ("Come-Along Notice"). BCD shall attach to the Come-Along Notice the offer of the proposed transferee to Hogg xx purchase shares of Hogg xx accordance with the terms of this Agreement. Hogg xxxll give BCD and the proposed transferee written notice of its acceptance of the offer of the proposed transferee within twenty (20) days after delivery of the Come-Along Notice. The closing of the purchase of BCD's shares and Hogg'x xxxres shall be made contemporaneously by the proposed transferee.
Come-Along Rights. Until the tenth anniversary of the date hereof, the Company shall not Transfer more than 20% of the shares of Common Stock owned by the Company to an unaffiliated third party without complying with the terms and conditions set forth in this Section 2.2, as
Come-Along Rights. In the case of a proposed Transfer of all (and not less than all) of the outstanding Membership Interests, as disclosed in accordance with Section 3.2(a), if the Non-Selling Member does not exercise its right of first refusal under Section 3.2, the Non-Selling Member shall have the right, but not the obligation, to elect to sell all, but not less than all, of the Membership Interests then held by the Non-Selling Member at the Come-Along Price as part of the sale of the outstanding Membership Interests to the Third Party, and otherwise subject to the same terms and conditions as described in the Notice of Sale (the “Come-Along Right”). A Come-Along Right shall be exercisable by the delivery by the Non-Selling Member of written notice to the Selling Member during the Exercise Period. In the event the Non-Selling Member exercises its Come-Along Right, then no later than the closing date for such Transfer (which shall be the later of (x) 10 days following the date of delivery of the Non-Selling Member’s written notice to the Selling Member of the exercise of such Come-Along Right and (y) the date contemplated in the Notice of Sale for the closing), the Non-Selling Member shall deliver to the Selling Member any and all certificates (if any) representing the Membership Interests then held by the Non-Selling Member, duly endorsed in blank, or accompanied by written instruments of transfer duly executed by the Non-Selling Member in blank, and otherwise subject to the terms and conditions specified in the Notice of Sale, against payment of the Come-Along Price to the Non-Selling Member by the Selling Member or the Third Party purchasing all of the outstanding Membership Interests by wire transfer in immediately available funds. To the extent that the Third Party refuses to purchase the Membership Interests from the Non-Selling Member exercising its Come-Along Right hereunder, the Selling Member shall not Transfer to such Third Party any of the Sale Interests unless and until, simultaneously with such sale, the Selling Member or the Third Party purchases from the Non-Selling Member all of the Membership Interests then held by the Non-Selling Member and required to be Transferred pursuant to this Section 3.3 at the Come-Along Price, and otherwise subject to the same terms and conditions as the proposed Transfer described in the Notice of Sale.
Come-Along Rights. If Parent or any of its Affiliates desires to effect a Control Disposition prior to the consummation of a Public Offering, then in lieu of complying with the requirements of Section 2, Parent at its option may require the Holder to sell the same percentage of its Warrant Shares as Parent desires to sell to the transferee(s), at the same price per share and on the same terms and conditions as apply to those sold by Parent. The Holder shall consent to and raise no objections against, and shall waive any dissenters rights, appraisal rights or similar rights in connection with, the Control Disposition. If the Control Disposition is structured as a sale of all the capital stock of the Company, the Holder shall agree to sell the Warrant and all of its Warrant Shares at the same price per share and on the same terms and conditions as apply to those sold by Parent. The Holder shall take all necessary and desirable actions reasonably requested by Parent in connection with the consummation of the Control Disposition, including the execution of such agreements and such instruments and the taking of such other actions as are reasonably necessary to provide customary representations, warranties, and indemnities regarding title, as well as escrow arrangements relating to the Control Disposition, consistent with those provided by Parent or its Affiliates. Upon the closing of the sale of any Shares pursuant to this Section 3, the Holder shall deliver at such closing, against payment of the purchase price therefor, certificates representing their Warrant Shares to be sold, duly endorsed for transfer or accompanied by duly endorsed stock powers, and evidence of the absence of liens, encumbrances and adverse claims with respect thereto and of such other matters as are deemed necessary by the Company for the proper transfer of such shares on the books of the Company.
Come-Along Rights. In the event that Holdings receives an offer to purchase shares of Stock held by Holdings, and the offeror, as a condition to such purchase, requires or commits to purchase, or to cause the Company to redeem, all (but not less than all) of the other shares of Stock on the same per share price and terms as the offer for the shares of Stock held by Holdings, each other Stockholder (and any Permitted Transferee of the shares of Stock) shall be obligated, at the election of Holdings, to sell to the offeror or to the Company, as the case may be, that number of shares of Stock equal to the sum of (x) the number of shares actually held by such other Stockholder multiplied by (y) a fraction, the numerator of which is the number of shares of Stock proposed to be transferred by Holdings, and the denominator of which is the total number of shares of Stock held by Holdings, at the same per share price and on the same terms and conditions offered to Holdings for the shares of Stock held by Holdings. Within ten (10) days after the date of the written notice of Holdings’ election made pursuant to this Section 4(a), the other Stockholders (and any Permitted Transferee of the shares of Stock) shall deliver the certificate(s) representing shares of Stock to Holdings endorsed in blank. Notwithstanding the forgoing, the other Stockholders and any Permitted Transferee of the shares of Stock (collectively, the “Seller”) will not be required to comply with this Section 4(a) in connection with any specific transaction (the “Proposed Sale”) unless:
Come-Along Rights. If, at any time after the Closing, there shall be an offer from a third party not affiliated with the Company or with any of the Investors for a Sale Event to a third party that is not an Affiliate of any Investor which has been approved (“Come Along Election”) by (i) a majority of the Board and (ii) the Investors holding at least a majority of the then aggregate issued and outstanding Ordinary Shares (assuming conversion of the Preferred Shares into Ordinary Shares but excluding any options or warrants not yet exercised) (collectively, the “Selling Investors”), voting as a single class, on an as-converted basis, provided that such offer is primarily for cash or marketable securities, the Selling Investors shall have the right to cause all the other Shareholders to and all the Shareholders shall:
Come-Along Rights. In the event Holdings wishes to sell any portion of its Stock to a third party, which agrees to purchase 100% of the remaining Stock (or to cause the Company to redeem all of the remaining Stock), Holdings can require the other shareholders to also sell their Stock at the same price, and under the same terms and conditions. Notwithstanding the foregoing, however, holders of the Series A Preferred Stock will not be obligated to sell their shares of Series A Preferred Stock to such third party (or to the Company, as may be applicable) unless they receive consideration equal to at least the Series A Liquidation Amount, as defined in the Certificate of Designation. In addition, if the third party has not specified a proposed purchase price for the shares of Series A Preferred Stock, the price that the third party (or the Company, as may be applicable) will be required to pay for each acquired share of Series A Preferred Stock will be determined based on the conversion ratio of the Series A Preferred Stock as if such Shares had been converted to Common Stock in accordance with the terms of the Certificate of Designation.
Come-Along Rights. Notwithstanding the other provisions of this Article 10, if all but one of the Members (the "Selling Members") negotiate a bona fide disposition of all the Voting and Economic Interests owned by the Selling Members to a Third Party, which disposition has complied with the procedures of this Article 10, the other Member (the "Other Member") shall, upon the written request of the Selling Members, sell to the Third Party all Voting and Economic Interests owned by the Other Member at the time on the same terms and conditions on which the Voting and Economic Interests of the Selling Members are negotiated to be sold to the Third Party by the Selling Members. The Selling Members shall give the Other Member written notice, executed by each Selling Member, of any proposed disposition under this Section 10.5 at least thirty (30) days prior to the date on which such disposition is scheduled to be consummated, including the terms and conditions thereof.
Come-Along Rights. The Insider Group shall not Transfer any Shares ----------------- unless the transferee also offers to purchase the same proportionate part of the Shares held by the Investor Group as the Insider Group proposes to sell of the Shares held by them at the same time, at the same price per share and upon the same other terms and conditions applicable to the sale by the Insider Group. The term "price per share" set forth in the preceding sentence shall be deemed to include any form of payment, compensation or financial benefit payable directly or indirectly to a Shareholder in consideration for or in connection with a Transfer of Shares, provided, however, that payment of reasonable compensation for services to be actually rendered after the sale shall not be included.
