Go-Along Obligations. (a) Subject to the provisions of Section 2.2(c), if at any time after the date hereof, any member of the Purchaser Group receives a firm, bona fide, written offer from a third party (an "Offeror") to purchase or otherwise acquire all of the Shares beneficially owned by the Purchaser Group in one transaction or series of related transactions, and the holders of a majority of the Shares beneficially owned by all of the members of the Purchaser Group (the "Majority Holders") have determined to accept such offer, then, notwithstanding the other provisions of this Agreement, the Majority Holders shall have the right (the "Go-Along Right") to require all other Stockholders to sell or otherwise dispose of all Shares beneficially owned by them to such Offeror on the same terms and conditions set forth in such offer. In determining the consideration to be paid pursuant to such offer, the aggregate purchase price for the Shares to be sold by the Purchaser Group shall be increased to the extent that any member of the Purchaser Group or their respective Affiliates shall receive additional consideration (i) for covenants against competition, or (ii) for services (such as pursuant to management or consulting agreements) in amounts in excess of amounts which would be payable to a third party in an arms' length transaction.
Go-Along Obligations. On or after eighteen (18) months following the opening date of the Restaurant, at any time after the Manager has entered into an agreement to sell substantially all of its assets or common shares to, or merge or otherwise combine with, any entity (the "Public Company") that has made, or entered into an agreement or letter of intent for, a public offering ("Public Offering") of any of the Public Company's capital stock (the "Public Shares") pursuant to a registration statement filed under the Securities Act, the Manager shall have the right (which right shall continue after the Public Offering and which right may be assigned to the Public Company), at its option and election, to (i) require the Company to transfer its assets, subject to its liabilities, to the Public Company in exchange for the right to receive Public Shares, or (ii) to require the Individual Members to exchange their Shares for, or convert their Shares into, Public Shares through a sale, merger or other transaction designated by the Manager or the Public Company (in either case, a "Roll-Up"), and the Company or the Individual Members, as applicable, shall be obligated to transfer such assets, or exchange or convert such Shares for Public Shares, on the following basis:
Go-Along Obligations. If at any time there shall occur a Go-Along Sale, each holder of Warrants or Warrant Stock shall be obligated to, and shall, if so requested by the Shareholder or Shareholders proposing to effect a Go-Along Sale (the "Go-Along Seller") in writing, (i) sell, transfer and deliver, or cause to be sold, transferred and delivered to the Third Party Purchaser, a portion of its Warrants and Warrant Stock owned by it which represents the same percentage of such holder's shares of the fully-diluted Common Stock of the Company as the shares being disposed of by the Go-Along Seller and its Affiliates represent of the fully-diluted Common Stock of the Company owned by the Go-Along Seller and its Affiliates at the same price per share and on the same terms and conditions (except as expressly permitted below) as are applicable to the Go-Along Seller, except that the holder shall not be required to make any representations or warranties except as to (x) its title to the Warrants or shares of Warrant Stock to be sold by it to be sold in the Go-Along Sale, (y) such holder's power and authority to effect such transfer, and (z) such matters pertaining to compliance with securities law as the transferee may reasonably require; and (ii) if shareholder approval of the transaction is required, vote its shares of Warrant Stock entitled to vote thereon in favor thereof (or abstain from voting, unless such abstention would defeat the approval of such transaction) at any meeting of the Issuer's shareholder called for the purpose of voting on such transaction (it being understood that the holders of the Warrants and Warrant Stock shall not be obligated to pay any portion of the transaction costs associated with a Go-Along Sale or the sale, transfer or delivery of securities pursuant thereto).
