Common use of Come-Along Rights Clause in Contracts

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. 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 Any Other Stockholder (and any Permitted Transferee of the shares of Stock) shall be obligated, at the election of Holdings, entitled to sell to the offeror or participate in any proposed Transfer (other than a Transfer to the Company) by any Transferring Stockholder pursuant to Section 2.2(b) (a "Come-Along Right"). Each of the Other Stockholders shall be entitled, within twenty (20) days of the delivery of the Sale Notice to the Other Stockholders, to give written notice (the "Come-Along Notice") to the Transferring Stockholder that such Other Stockholder desires to participate in such proposed Transfer upon the price, terms and conditions set forth in the Sale Notice or as otherwise agreed to by such Transferring Stockholder, which Come-Along Notice shall specify the case may be, that number of shares of Stock equal Equity Securities such Other Stockholder desires to include in such proposed Transfer. If one or more Other Stockholders elects to exercise its Come-Along Rights by timely delivering a Come-Along Notice (each, an "Electing Stockholder"), each Electing Stockholder shall be entitled, subject to the sum remainder of (x) this Section 2.2(b)(ii), to include in such proposed Transfer the number of shares actually held of Equity Securities (as to each Electing Stockholder, the "Come-Along Securities" and, as to all Electing Stockholders collectively, the "Additional Securities") equal to the lesser of (A) the maximum amount specified by such other Electing Stockholder multiplied in its Come-Along Notice to the Transferring Stockholder and (B) the amount determined by (y) multiplying the number of shares of Equity Securities owned by such Electing Stockholder by a fraction, the numerator of which is the number of shares of Stock proposed to be transferred by HoldingsOffered Securities, and the denominator of which is the total number of shares of Stock Equity Securities owned by the Transferring Stockholder (assuming exercise of all convertible securities, options and warrants 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 HoldingsTransferring Stockholder. Notwithstanding the foregoing, holders If none of the Series A Preferred Stock shall not be obligated to sell Other Stockholders gives the Transferring Stockholder a timely Come-Along Notice with respect 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 Transfer proposed in the Certificate of Designation. For Sale Notice, then 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 Transferring Stockholder will have (10y) ninety (90) days after the date of Authorization Date to draft, execute and deliver definitive documentation to Transfer such Offered Securities on terms and conditions no more favorable to the written notice of Holdings’ election made pursuant transferee than those proposed in the Sale Notice and (z) if such documentation is so drafted, executed and delivered, sixty (60) days thereafter to this Section 4(a), consummate the other Stockholders (and any Permitted Transferee of Transfer. Any such Offered Securities not so Transferred by 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”) Transferring Stockholder during such 150 day period will not be required to comply with this Section 4(a) in connection with any specific transaction (the “Proposed Sale”) unless:”again be