Take-Along Right a. Subject to Section 4.2(b) in the case of Cannae and the THL Holders, and Section 8.2(i) in the case of the THL Holders, if the Parent elects to consummate, or to cause the Company to consummate, a transaction constituting a Sale of the Company, Parent shall notify the Company and the other Members in writing of that election and the other Members will consent to and raise no objections to the proposed transaction, and the Members and the Company will take all other actions reasonably necessary or desirable to cause the consummation of such Sale of the Company on the terms proposed by Parent; provided that each of Cannae and THL shall only be subject to the “take-along” provisions of this Section 10.1 to the extent that the Sale of the Company would result in, assuming consummation of such transaction, a Cannae Threshold Multiple of Investor Capital and THL Threshold Multiple of Investor Capital of greater than 2.0. Without limiting the foregoing, but subject to the conditions set forth therein, (i) if the proposed Sale of the Company is structured as a sale of assets or a merger or consolidation, or otherwise requires Member approval, the Members and the Company will vote or cause to be voted all Units that they hold or with respect to which such Member has the power to direct the voting and which are entitled to vote on such transaction in favor of such transaction and will waive any appraisal rights which they may have in connection therewith and (ii) if the proposed Sale of the Company is structured as or involves a sale or redemption of Units, the Members will agree to sell their pro-rata share of the Units being sold in such Sale of the Company on the terms and conditions approved by the Parent, and the Members will execute any definitive sale agreements, and will make to the buyer the same representations, warranties, covenants, indemnities and agreements (other than, in the case of Parent, Cannae and THL, non-competition agreements) as the Parent makes in connection with such Sale of the Company, and must agree to bear their ratable share (which shall be proportionate based on the amount of Units that are being sold in such Sale of the Company) of all liabilities of the Members arising out of representations, warranties (other than those representations, warranties, covenants, indemnities and agreements that pertain specifically to a given Member), covenants, indemnities or other agreements made in the definitive sale agreements. Each Management ...
Take-Along Right. NBPCo Holdings hereby agrees, if requested by USPB (for purposes of this Section 12.3.1, the “Initiating Seller”), to Transfer for value (for purposes of this Section 12.3, a “Sale”) the same percentage of the Units of each Class held by NBPCo Holdings as is being sold by the Initiating Seller (for purposes of this Section 12.3, the “Sale Percentages”) then owned by NBPCo Holdings to a Person other than an Affiliate of the Initiating Seller (for purposes of this Section 12.3, the “Proposed Transferee”) in the manner and on the terms set forth in this Section 12.3 in connection with the Sale by the Initiating Seller of the Sale Percentage of Units of a Class by the Initiating Seller.
Take-Along Right. Each Member hereby agrees, if requested by NBI (for purposes of this Section 12.1.1, the “Initiating Seller”), to Transfer for value (for purposes of this Section 12.1, a “Sale”) the same percentage of the Units of each Class held by the Member as is being sold by the Initiating Seller (for purposes of this Section 12.1, the “Sale Percentages”) then owned by the Member to a Person other than an Affiliate of the Initiating Seller (for purposes of this Section 12.1, the “Proposed Transferee”) in the manner and on the terms set forth in this Section 12.1 in connection with the Sale by the Initiating Seller of the Sale Percentage of Units by the Initiating Seller.
Take-Along Right. Each Member other than Leucadia hereby agrees, if requested by Leucadia or its Permitted Transferees (for purposes of this Section 12.3, the “Initiating Seller”) at any time after expiration of the Applicable Holding Period (including after a Put Notice has been delivered in accordance with Section 12.5), to Transfer for value (for purposes of this Section 12.3, a “Sale”) the same percentage of the Units held by such Member as is being sold by the Initiating Seller (for purposes of this Section 12.3, the “Sale Percentages”) to a Person other than an Affiliate of the Initiating Seller (for purposes of this Section 12.3, the “Proposed Transferee”) in the manner and on the terms set forth in this Section 12.3 in connection with the Sale by the Initiating Seller of the Sale Percentage of Units by the Initiating Seller.
Take-Along Right. In the event of a proposed Transfer by one or more Stockholders (in one transaction or a series of related transactions) to a Person or Group of Persons other than, in the case of any Stockholder, an Affiliate of such Stockholder, of 51% or more of the outstanding shares of Common Stock (the "Take-Along Selling Stockholders") to an unaffiliated third party or propose to approve a sale of the assets to, or a merger of the Company with, an unaffiliated third party, the Take-Along Selling Stockholders shall have the right, exercisable upon fifteen (15) days' prior Notice to the other Stockholders to consummate such sale of such Shares and to require other Stockholders to sell to such third party the same proportionate part of their respective Shares as the Take-Along Selling Stockholders propose to sell of the Shares owned by them or to require the other Stockholders to approve such sale of assets or merger, for a price per Share (if applicable) and otherwise upon terms no less favorable to such other Stockholders than those on which the sale or other transaction by the Take-Along Selling Stockholders is proposed to be made.
Take-Along Right. (a) If at any time prior to the termination of this Agreement, the REM Trust, the PBM Trust and/or any Affiliate (for purposes of this Agreement, the term "Affiliate" shall have meaning defined in Rule 405 of the Securities Act of 1933, as amended (the "Securities Act")) of the REM Trust or the PBM Trust (collectively, together with the REM Trust and the Xxxx X. Trust, the "Xxxxxxx Affiliates") propose to sell or exchange (in a business combination or otherwise) all of their shares of Stock in a bona fide arms-length transaction to any third party (a "100% Buyer"), other than a Xxxxxxx Affiliate, the Xxxxxxx Affiliates shall have the right (the "Take-Along Right") to require all of the Management Stockholders to sell or exchange all of the Stock then beneficially owned by them to such 100% Buyer on the same terms and subject to the same conditions as the sale or exchange by the Xxxxxxx Affiliates. To exercise the Take-Along Right, the Xxxxxxx Affiliates shall give written notice thereof (a "Take-Along Notice") to the Management Stockholders. The Take-Along Notice shall state (i) the name and address of the 100% Buyer, (ii) the price per share and the form of consideration which the 100% Buyer proposes to pay for the purchased stock and (iii) the method of payment and other terms and conditions of the proposed transfer. The exercise of the Take-Along Right and the purchase and sale of the Stock resulting from the exercise of the Take-Along Right shall take place at the principal offices of the Company on the twentieth (20th) business day following the date of delivery of the Take-Along Notice, or at such other place, on such other date, or both, as the Xxxxxxx Affiliates and the 100% Buyer shall agree upon in writing (the "Closing Date"). On the Closing Date, each Management Stockholder shall deliver the certificate(s) representing all of the Stock owned by him to the 100% Buyer in proper form for transfer with appropriate stock powers executed in blank attached and with all documentary or transfer tax stamps affixed, against payment of the purchase price therefor by a wire transfer of funds to the respective bank accounts designated by the Xxxxxxx Affiliates and each Management Stockholder or by certified or official bank check or checks. By delivering such certificate(s), each of the Xxxxxxx Affiliates and the Management Stockholders shall be deemed to represent that the 100% Buyer will receive good title to the securities transferred by them represented ...
Take-Along Right. In the event that a Stockholder (the “Offeree”) receives a bona fide offer from a third party or parties, other than from a Permitted Transferee (as defined below) or any other Stockholder (the “Offeror”), to acquire any of his, her or its Shares (the “Take-Along Shares”) for a specified price payable in cash or otherwise and on specified terms and conditions (the “Offer”), and the Offeree proposes to sell or otherwise transfer the Take-Along Shares to the Offeror pursuant to the Offer, the Offeree shall not effect such sale or transfer unless each Investor is first given the right to sell to the Offeror, at the same price per Share and on the same terms and conditions as stated in the Offer, the same proportion of shares of Common Stock (or shares of Investor Preferred Stock then convertible into such number of shares of Common Stock) then owned by such Investor, as the proportion that the number of the Take-Along Shares bears to the total number of shares of Common Stock held by the Offeree and all Investors on the date of the Company Notice.
Take-Along Right. During the Take-Along Period, the Buyer shall (a) at any meeting of shareholders of the Company called to approve an agreement providing for a Superior Transaction (entered into during the Permitted Period), and at every adjournment or postponement thereof, vote (and cause its Affiliates to vote) all of the shares of Company Common Stock owned of record or beneficially as of the date hereof by the Buyer (or such Affiliates) in favor of the approval of such Superior Transaction, and (b) sell (or cause to be sold) all of the shares of Company Common Stock owned of record or beneficially by the Buyer (and its Affiliates), for the same consideration and on terms no less favorable (except as otherwise contemplated by the Support Agreement) as are offered to the other holders of the Company Common Stock in such Superior Transaction, except in each case as otherwise provided in, and subject to, the definition of Superior Transaction; PROVIDED that (i) at the time of termination hereof (in connection with such Superior Transaction) the Company shall have complied with Sections 5.6(c) (after taking into account the provisions of the last sentence of that Section) and 7.1(f), and (ii) immediately prior to or upon consummation of such Superior Transaction, the Buyer shall receive cash consideration for all of its shares of Company Common Stock as set forth in the definition of Superior Transaction in Section 5.6(g)(ii). In addition, the Buyer shall, and shall cause each of its Affiliates that owns shares of Company Common Stock to, execute and deliver to the other party to a definitive agreement relating to a Superior Transaction that has been agreed and entered into by the Company at the time such agreement is entered into, a support agreement in the form attached as EXHIBIT C (the "SUPPORT AGREEMENT"), upon the written request of such party.
Take-Along Right. (a) If at any time the General Partner wishes to sell all of the Interest then owned by it to an unaffiliated third party, in one transaction or a series of related transactions, it may require each Limited Partner to sell all (but not less than all) of the Interest held by each such Limited Partner to such third party in accordance with this Section 10.2, provided that such Limited Partner shall only be required to sell his or her shares at the same price and other terms on which the Interest of the General Partner is proposed to be sold.
Take-Along Right. Notwithstanding anything contained herein to the contrary, if at any time any shareholder of the Company, or group of shareholders, owning a majority or more of the voting capital stock of the Company (hereinafter, collectively the "Transferring Stockholders") proposes to enter into any transaction involving (a) a sale of more than 50% of the outstanding voting capital stock of the Company in a non-public sale or (b) any merger, share exchange, consolidation or other reorganization or business combination of the Company immediately after which a majority of the directors of the surviving entity is not comprised of persons who were directors of the Company immediately prior to such transaction or after which persons who hold a majority of the voting capital stock of the surviving entity are not persons who held voting capital stock of the Company immediately prior to such transaction (a "Change-in-Control transaction"), the Company may require the Shareholder to participate in such Change-in-Control transaction with respect to all or such number of the Shareholder's Shares as the Company may specify in its discretion, by giving the Shareholder written notice thereof at least ten days in advance of the date of the transaction or the date that tender is required, as the case may be. Upon receipt of such notice, the Shareholder shall tender the specified number of Shares, at the same price and upon the same terms and conditions applicable to the Transferring Shareholders in the transaction or, in the discretion of the acquirer or successor to the Company, upon payment of the purchase price to the Shareholder in immediately available funds. In addition, if at any time the Company and/or any Transferring Shareholders propose to enter into any such Change-in-Control transaction, the Company may require the Shareholder to vote in favor of such transaction, where approval of the shareholders is required by law or otherwise sought, by giving the Shareholder notice thereof within the time prescribed by law and the Company's Certificate of Incorporation and By-Laws for giving notice of a meeting of shareholders called for the purpose of approving such transaction. If the Company requires such vote, the Shareholder agrees that he or she will, if requested, deliver his or her proxy to the person designated by the Company to vote his or her Shares in favor of such Change-in-Control transaction.
