Common use of Take-Along Right Clause in Contracts

Take-Along Right. In the event that a Stockholder (the “Offeree”) receives a bona fide offer from a third party or parties other than the Company, any other Stockholder, or a Permitted Transferee (the “Third-Party Buyer”) to purchase Stock owned by the Offeree (the “Take-Along Shares”), for a specified price payable in cash or otherwise and on specified terms and conditions (the “Take-Along Offer”), and the Offeree proposes to sell or otherwise transfer the Take-Along Shares to the Third-Party Buyer pursuant to the Take-Along Offer, the Offeree shall not effect such sale or transfer unless, in the event the Company and the other Stockholders have not purchased all such Take-Along Shares pursuant to Section 2.2, each other Stockholder is first given the right to sell to the Third-Party Buyer, at the same price per share and on the same terms and conditions as stated in the Take-Along Offer or as otherwise agreed by the Offeree and the other Stockholders with the Third Party Buyer, up to the number of shares of Stock equal to the Take-Along Shares multiplied by a fraction, the numerator of 2 Section 2.2(f) was amended as of February 12, 2010, pursuant to Company and Stockholder consents approving an amendment to the types of trusts that qualify as Permitted Transferees. Section 2.2(f) was further amended as of May 13, 2010, pursuant to Company and Stockholder consents approving an amendment to the types of entities that qualify as Permitted Transferees of an individual Stockholder. INVESTOR RIGHTS AGREEMENT which shall be the aggregate number of shares of Stock owned by such other Stockholder (calculated on a fully-diluted basis assuming full conversion and exercise of all Derivative Securities, the foregoing being a “Fully Diluted Basis”) and the denominator of which shall be the aggregate number of shares of Stock outstanding on a Fully-Diluted Basis. Each Stockholder with a right to participate in a Take Along Offer is hereinafter referred to as a “Right Holder.”

Take-Along Right. In If any of WP, Xxxxxxx or Xxxxxxxx, as the event that a Stockholder case may be, proposes to sell or transfer any of their Shares (the “Offeree”) receives a bona fide offer from a third party or parties other than Preferred Stock) in one or more related transactions which will result in a sale or transfer by WP, Xxxxxxx or Wechsler, as the Companycase may be, any other Stockholderof a majority of the aggregate number of Shares held by such parties, then WP, Xxxxxxx or Xxxxxxxx, as the case may be, shall promptly give written notice thereof (a Permitted Transferee (the “Third-Party Buyer”) to purchase Stock owned by the Offeree (the “Take-Along SharesNotice”) to the Original Shareholders at least 30 days prior to the closing of such sale or transfer. The Take-Along Notice shall specify the precise number of Shares or percentage of holdings to be sold or transferred and shall describe in reasonable detail the proposed sale or transfer including, without limitation, the name and address of the prospective purchaser or transferee of the Shares (such purchaser or transferee and any other purchaser or transferee of the Shares permitted under this Agreement being a “Prospective Transferee”), for a specified price payable the number of and type of the Shares to be sold or transferred, the proposed amount and form of the conditions of payment thereof offered by the Prospective Transferee, that the Prospective Transferee has been informed of the take-along right in cash this Section 2(d) and has agreed to purchase Shares in accordance with the terms hereof and any other material terms or otherwise and on specified terms and conditions of the sale or transfer. Each Original Shareholder shall have the right, exercisable upon written notice (the “Take-Along OfferAcceptance Notice”)) delivered to WP, and Xxxxxxx or Wechsler, as the Offeree proposes to sell or otherwise transfer case may be, within 15 days after such receipt of the Take-Along Shares Notice, to the Third-Party Buyer pursuant to the Take-Along Offer, the Offeree shall not effect participate in such sale or transfer unless, in the event the Company and the other Stockholders have not purchased all such Take-Along Shares pursuant to Section 2.2, each other Stockholder is first given the right to sell to the Third-Party Buyer, at the same price per share and on the same terms and conditions as stated set forth in the Take-Along Offer or as otherwise agreed Notice. The Acceptance Notice shall state that such Original Shareholder wishes to transfer Shares to the Prospective Transferee on the terms described in the Take-Along Notice, and shall state the number of Shares thereof that such Original Shareholder wishes to include in the proposed transfer. If such Original Shareholder has delivered a timely Acceptance Notice it shall have the right to sell a number of Shares equal to the product obtained by multiplying (i) the aggregate number of Shares covered by the Offeree Take-Along Notice by (ii) a fraction the numerator of which is the number of Shares owned by the Original Shareholders at the time of the sale or transfer and the other Stockholders with denominator of which is the Third Party Buyernumber of Shares owned by WP, up to the GW Shareholders and the Original Shareholders at the time of such sale or transfer. For purposes of this Section 2(d), the number of Shares owned by a party shall be the number of shares of Stock equal to the Take-Along Shares multiplied by a fraction, the numerator of 2 Section 2.2(f) was amended as of February 12, 2010, pursuant to Company and Stockholder consents approving an amendment to the types of trusts that qualify as Permitted Transferees. Section 2.2(f) was further amended as of May 13, 2010, pursuant to Company and Stockholder consents approving an amendment to the types of entities that qualify as Permitted Transferees of an individual Stockholder. INVESTOR RIGHTS AGREEMENT which shall be the aggregate number of shares of Common Stock owned by such other Stockholder (calculated on a fully-diluted basis party assuming full that such party exercises all of its exchange, conversion and exercise subscription and similar rights with respect to all securities of all Derivative Securities, the foregoing being a “Fully Diluted Basis”) and the denominator of which shall be the aggregate number of shares of Stock outstanding on a Fully-Diluted Basis. Each Stockholder with a right to participate in a Take Along Offer is hereinafter referred to as a “Right HolderCompany.”

Take-Along Right. In (a) If at any time prior to the event that a Stockholder 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 “Offeree”"Securities Act")) receives 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 offer from a arms-length transaction to any third party or parties (a "100% Buyer"), other than a Xxxxxxx Affiliate, the Company, any other Stockholder, or a Permitted Transferee Xxxxxxx Affiliates shall have the right (the “Third-Party Buyer”) to purchase Stock owned by the Offeree (the “"Take-Along Shares”), for a specified price payable in cash or otherwise and on specified terms and conditions (Right") to require all of the “Take-Along Offer”), and the Offeree proposes Management Stockholders to sell or otherwise transfer exchange all of the Take-Along Shares Stock then beneficially owned by them to the Third-Party such 100% Buyer pursuant to the Take-Along Offer, the Offeree shall not effect such sale or transfer unless, in the event the Company and the other Stockholders have not purchased all such Take-Along Shares pursuant to Section 2.2, each other Stockholder is first given the right to sell to the Third-Party Buyer, at the same price per share and on the same terms and subject to the same conditions as stated in the sale or exchange by the Xxxxxxx Affiliates. To exercise the Take-Along Offer or as otherwise agreed by Right, the Offeree 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 Stockholders with terms and conditions of the Third Party Buyer, up to the number proposed transfer. The exercise of shares of Stock equal to the Take-Along Shares multiplied by a fractionRight 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 numerator 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 2 Section 2.2(f) was amended as of February 12, 2010, pursuant to Company and Stockholder consents approving an amendment to the types of trusts that qualify as Permitted Transferees. Section 2.2(f) was further amended as of May 13, 2010, pursuant to Company and Stockholder consents approving an amendment to the types of entities that qualify as Permitted Transferees of an individual Stockholder. INVESTOR RIGHTS AGREEMENT which shall be the aggregate number of shares of 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 other Stockholder (calculated on a fully-diluted basis assuming full conversion certificate(s), each of the Xxxxxxx Affiliates and exercise the Management Stockholders shall be deemed to represent that the 100% Buyer will receive good title to the securities transferred by them represented by such certificates and instruments, free and clear of all Derivative Securitiesliens, the foregoing being a “Fully Diluted Basis”) security interests, pledges, charges, encumbrances, stockholders' agreements and the denominator of which shall be the aggregate number of shares of Stock outstanding on a Fully-Diluted Basis. Each Stockholder with a right to participate in a Take Along Offer is hereinafter referred to as a “Right Holdervoting trusts.”

Take-Along Right. In If any of WP, Gxxxxxx or Wxxxxxxx, as the event that a Stockholder case may be, proposes to sell or transfer any of their Shares (the “Offeree”) receives a bona fide offer from a third party or parties other than Preferred Stock) in one or more related transactions which will result in a sale or transfer by WP, Gxxxxxx or Wechsler, as the Companycase may be, any other Stockholderof a majority of the aggregate number of Shares held by such parties, then WP, Gxxxxxx or Wxxxxxxx, as the case may be, shall promptly give written notice thereof (a Permitted Transferee (the “Third-Party Buyer”) to purchase Stock owned by the Offeree (the “Take-Along SharesNotice”) to the Original Shareholders at least 30 days prior to the closing of such sale or transfer. The Take-Along Notice shall specify the precise number of Shares or percentage of holdings to be sold or transferred and shall describe in reasonable detail the proposed sale or transfer including, without limitation, the name and address of the prospective purchaser or transferee of the Shares (such purchaser or transferee and any other purchaser or transferee of the Shares permitted under this Agreement being a “Prospective Transferee”), for a specified price payable the number of and type of the Shares to be sold or transferred, the proposed amount and form of the conditions of payment thereof offered by the Prospective Transferee, that the Prospective Transferee has been informed of the take-along right in cash this Section 2(d) and has agreed to purchase Shares in accordance with the terms hereof and any other material terms or otherwise and on specified terms and conditions of the sale or transfer. Each Original Shareholder shall have the right, exercisable upon written notice (the “Take-Along OfferAcceptance Notice”)) delivered to WP, and Gxxxxxx or Wechsler, as the Offeree proposes to sell or otherwise transfer case may be, within 15 days after such receipt of the Take-Along Shares Notice, to the Third-Party Buyer pursuant to the Take-Along Offer, the Offeree shall not effect participate in such sale or transfer unless, in the event the Company and the other Stockholders have not purchased all such Take-Along Shares pursuant to Section 2.2, each other Stockholder is first given the right to sell to the Third-Party Buyer, at the same price per share and on the same terms and conditions as stated set forth in the Take-Along Offer or as otherwise agreed Notice. The Acceptance Notice shall state that such Original Shareholder wishes to transfer Shares to the Prospective Transferee on the terms described in the Take-Along Notice, and shall state the number of Shares thereof that such Original Shareholder wishes to include in the proposed transfer. If such Original Shareholder has delivered a timely Acceptance Notice it shall have the right to sell a number of Shares equal to the product obtained by multiplying (i) the aggregate number of Shares covered by the Offeree Take-Along Notice by (ii) a fraction the numerator of which is the number of Shares owned by the Original Shareholders at the time of the sale or transfer and the other Stockholders with denominator of which is the Third Party Buyernumber of Shares owned by WP, up to the GW Shareholders and the Original Shareholders at the time of such sale or transfer. For purposes of this Section 2(d), the number of Shares owned by a party shall be the number of shares of Stock equal to the Take-Along Shares multiplied by a fraction, the numerator of 2 Section 2.2(f) was amended as of February 12, 2010, pursuant to Company and Stockholder consents approving an amendment to the types of trusts that qualify as Permitted Transferees. Section 2.2(f) was further amended as of May 13, 2010, pursuant to Company and Stockholder consents approving an amendment to the types of entities that qualify as Permitted Transferees of an individual Stockholder. INVESTOR RIGHTS AGREEMENT which shall be the aggregate number of shares of Common Stock owned by such other Stockholder (calculated on a fully-diluted basis party assuming full that such party exercises all of its exchange, conversion and exercise subscription and similar rights with respect to all securities of all Derivative Securities, the foregoing being a “Fully Diluted Basis”) and the denominator of which shall be the aggregate number of shares of Stock outstanding on a Fully-Diluted Basis. Each Stockholder with a right to participate in a Take Along Offer is hereinafter referred to as a “Right HolderCompany.”