Take Along Sample Clauses
The Take Along clause, also known as a "drag-along" provision, allows majority shareholders to compel minority shareholders to join in the sale of a company on the same terms and conditions. In practice, if a majority owner decides to sell their stake to a third party, minority owners are required to sell their shares as well, ensuring the buyer can acquire full ownership without minority holdouts. This clause is primarily used to facilitate smoother company sales and prevent minority shareholders from blocking or complicating major transactions.
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Take Along. (a) If any of the Majority Sellers accepts a bona fide offer from a Third Party for the purchase of Shares constituting more than the number of Shares owned by any one of the Majority Sellers, or both of the Majority Sellers elect to consummate or to cause the Company to consummate, a transaction constituting a Sale of the Company (collectively, a "Take-Along Transaction"), the Majority Seller(s) shall notify the Company and the Other Stockholders in writing of that election, the Other Stockholders will raise no objections to the proposed transaction, and the Stockholders and the Company will take all other actions reasonably necessary or desirable to cause the consummation of such Take-Along Transaction on the terms proposed by a Majority Seller. Without limiting the foregoing, if the proposed Take-Along Transaction is structured as or involves a sale or redemption of Shares, the Other Stockholders will agree to sell their pro-rata share of the Shares being sold in such Take-Along Transaction on the terms and conditions approved by the Majority Seller, and the Other Stockholders will execute any merger, asset purchase, security purchase, recapitalization or other sale agreement approved by the Company or the Majority Seller(s), as the case may be, in connection with such Take-Along Transaction.
(b) The obligations of the Other Stockholders will respect to the Take-Along Transaction are subject to the satisfaction of the following condition: upon the consummation of the Take-Along Transaction, all of the holders of a particular class or series of Shares shall receive the same form and amount of consideration per Share, or amount of shares, or if any holders of a particular class or series of Shares are given an option as to the form and amount of consideration to be received, all holders of such class or series will be given the same option.
(c) Each Stockholder will bear its or his pro-rata share (based upon the relative amount of Shares sold) of the reasonable and customary costs of any sale of Shares pursuant to a Take-Along Transaction to the extent such costs are incurred for the benefit of all Stockholders and are not otherwise paid by the Company or the acquiring party. Costs incurred by or on behalf of a Stockholder for its or his sole benefit will not be considered costs of the transaction hereunder.
Take Along. (a) If a ▇▇▇ Group Shareholder or group of ▇▇▇ Group Shareholders holding more than 50% of the then outstanding Shares (the "Take Along Group") determine to sell or exchange (in a business combination or otherwise), in one or a series of bona fide arms-length transactions to a Third Party who is not an Affiliate of the Take Along Group, 50% or more of the aggregate number of Shares owned by the ▇▇▇ Group Shareholders on the date hereof (as equitably adjusted to account for stock dividends, stock splits, reverse stock splits or other similar reclassifications), then, upon five (5) days written notice by the Take Along Group to each other Shareholder, which notice shall include reasonable details of the proposed sale or exchange including the proposed time and place of closing and the consideration to be received by the Take Along Group (such notice being referred to as the "Sale Request"), each other Shareholder (each, a "Seller") shall be obligated to, and shall sell, transfer and deliver, or cause to be sold, transferred and delivered, to such Third Party on the same terms as the Take Along Group, that number of Shares owned by such Seller as shall equal the product of (A) a fraction, the numerator of which is the number of Shares proposed to be transferred by the Take Along Group as of the date of such Sale Request and the denominator of which is the aggregate number of Shares actually owned as of the date of such Sale Request by the Take Along Group, multiplied by (B) the number of Shares actually owned as of the date of such Sale Request by such Seller. Each Seller shall (i) deliver certificates for all of its Shares at the closing of the proposed Transfer, free and clear of all claims, liens and encumbrances and (ii) if shareholder approval of the transaction is required, vote his or its Shares in favor thereof.
(b) The provisions of this Section 2.4 shall not apply to (i) any Transfer pursuant to or following a Public Offering or (ii) a Permitted Transfer.
(c) The provisions of this Section 2.4 shall be construed in accordance with Section 14(f) of the Warrant Agreement.
Take Along. If at any time both (i) Jordan Investors owning interests representing a majority of the shares of Common Stock or Warrants beneficially owned by the Jordan Investors and (ii) the FNBB Affiliate (such Jordan Investors and the FNBB Affiliate being referred to in this Section 5.9 as the "Selling Investors") shall determine to sell or exchange (in a business combination or otherwise) two-thirds or more of their aggregate shares of Common Stock or Warrants in a bona fide arm's-length transaction to a third party in which the same price per share shall be payable in respect of all shares of any class of the Common Stock or Warrants, then, upon the written request of such Selling Investors, each other Jordan Investor, each Management Investor, each Jaro Investor and each ▇▇▇▇▇▇ Investor shall be obligated to, and shall, if so requested by such third party, (a) sell, transfer and deliver or cause to be sold, transferred and delivered to such third party, all shares of Common Stock or Warrants owned by them at the same price per share (irrespective of class) and on the same terms as are applicable to the Selling Investors, and (b) if stockholder approval of the transaction is required, vote his, her or its shares of Voting Stock in favor thereof. The provisions of Sections 5.1 through 5.4, inclusive, and Section 5.7 shall not apply to any transactions to which this Section 5.9 applies.
Take Along. (a) Except as provided in Section 4.4(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, if a Transfer Event shall occur, then, at Parent's option exercisable by the written notice by Parent to the Grantees (the "Take Along Notice"), each Grantee receiving the Take Along Notice shall sell, transfer and deliver, or cause to be sold, transferred and delivered, to such Person, all of such Grantee's Shares on the same material terms and conditions to which Parent is bound pursuant to the proposed Transfer (including the execution of related documents and agreements). If Parent sells or exchanges less than all its shares of Common Stock it may determine in its discretion to issue a Take Along Notice for the same proportion of Shares of Grantees.
(b) At the closing of any proposed Transfer in respect of which a Take Along Notice has been delivered, Parent and the Grantees shall deliver to the proposed transferee certificates evidencing the shares of Common Stock to be sold thereto together with duly executed forms of assignment sufficient to transfer title thereto to such transferee and shall receive in exchange therefor the consideration to be paid or delivered by the proposed transferee in respect of such shares.
(c) The provisions of this Section 4.4 shall not apply to any Transfer pursuant to Section 4.2.
Take Along. Notwithstanding anything to the contrary contained in this Article VII, if the Majority Members (for purposes of this Section, the "Transferor Member(s)") decide to sell all or any portion of their Participation Percentages in a single transaction, or in a series of related transactions, to a third party (including an affiliated group of persons or entities), the Transferor Member(s) shall have the right to require each other Member (the "Other Member(s)") to sell all or any portion of the Participation Percentage held by such Other Member(s) on the same terms and conditions as those on which the Transferor Member(s) are selling their Participation Percentages to such third party, including but not limited to, the purchase price and payment terms provided that the amount to be paid (whether directly by the third party or inclusive of supplemental amounts paid or contributed to the Other Member by the Transferor Member) equals or exceeds the amount which the Other Member would receive on the basis of a valuation of the Company made in accordance with Exhibit D hereto. At least ten (10) days prior to the proposed transfer, the Transferor Member(s) shall give notice to each Other Member of the intention to transfer and the intention of the Transferor Member to exercise its rights under this Section 7.7 to require that the Other Member transfer its Participation Percentages, together with a statement as to the portion of the Participation Percentage of such Other Member to be transferred, and the principal terms of the transfer, including the price and payment terms. Each Transferor Member agrees to endeavor to discuss with the Other Members in reasonable detail the proposed transaction, including but not limited to the commercial reasonableness of the terms and conditions thereof, prior to consummation thereof, but shall under no circumstances be required to delay the consummation of the transaction in order to pursue such discussion. Each Member hereby covenants and agrees that, upon receipt of the aforesaid notice, it will take such actions and execute such documents and instruments as shall be necessary or appropriate to consummate any transfer contemplated by this Section 7.7, and does hereby appoint each Transferor Member as his or its true and lawful attorney in fact to execute and deliver on its behalf such documents and instruments should it fail to do so in a timely or appropriate manner.
Take Along. If Charlesbank Capital Partners, LLC agrees to transfer all of the shares of Common Stock which it owns and which are owned by funds that it manages to any person or entity other than an affiliate of the Principal Shareholders, and so long as the Principal Shareholders then own more than 50% of the Combined Voting Power of the then outstanding shares of capital stock of the Company, then Charlesbank Capital Partners, LLC shall have the right to require the Purchasers to sell their Shares to such person or entity upon the same terms and subject to the same conditions as the Principal Shareholders have agreed to sell their shares. The Principal Shareholders shall provide a written notice of such sale not less than 30 days prior to the closing of such sale.
Take Along. If at any time the Jordan Investors (such Jordan Investors being referred to in this Section 5.07 as the "SELLING INVESTORS") shall determine to sell or exchange (in a business combination or otherwise) two-thirds or more of the fully diluted shares of Common Stock in a bona fide arm's length transaction to an unaffiliated third party in which the same price per share shall be payable in respect of all shares of any class of the Common Stock, then, upon the written request of such Selling Investors, each other Stockholder shall be obligated to, and shall, if so requested by such third party, (a) exercise all DLJ Warrants held by such Stockholder, (b) sell, transfer and deliver or cause to be sold, transferred and delivered to such third party, all (but not less than all) of the shares of Common Stock owned by them (including Common Stock issued upon
Take Along. (a) If, during the period the Warrants are exercisable, the Company proposes to sell any Common Stock or Convertible Securities (collectively, "Securities") other than pursuant to a Registration, the Company shall cause the proposed terms of the offering of such Securities (the "Offering") to be reduced to writing (which writing shall include the purchase price of each of the securities which is subject to the Offering, the identity of the proposed purchaser or purchasers, or, if not so identifiable, the class of proposed purchasers and a list of the states in which the Offering may be made) (the "Offering Disclosure") and shall notify each Holder in writing (the "Offering Notice") of its wish to make the Offering and shall otherwise comply with the provisions of this Section 7.4, provided, however, that the provisions of this Section shall not apply to sales or transfers of Common Stock pursuant to Sections 7.1 and 7.
Take Along. If any transfer of shares of Common Stock by Teltronics involves the transfer of more than fifty percent (50%) of the issued and outstanding shares of Common Stock owned by Teltronics to any unaffiliated party (“Sale of Control”) Teltronics may but shall not be obligated to require each Shareholder to sell, or cause to be sold, the same proportionate part of the Shares owned by him as are proposed to be sold by Teltronics for the same consideration per Shares and otherwise on the same terms and conditions obtained by Teltronics in the Sale of Control transaction.
Take Along. Except for a Sales Transaction contemplated under the provisions of Section 2 hereof which shall be exclusively governed by such Section 2 and not this Section 11, if at any time any or all of the SCI Stockholders (for purposes of this Section 11, the "Take-Along Holder(s)") decide (and are permitted pursuant to Section 4 hereof) to sell any or all of their Shares in a Sale Transaction or Transfer (as such terms are defined herein), or in a series of related Sales Transactions or Transfers, to a third party, the AV Stockholders shall have the right to sell the same proportionate amount of their Shares on the same terms and conditions, including, but not limited to, the purchase price and payment terms, as those on which the Take-Along Holder(s) are selling their Shares to such third party.