Bring-Along Rights. (a) Except pursuant to, or following the consummation of, an IPO, if any shareholder or group of shareholders of the Company holding more than the Designated Percentage of the issued and outstanding Shares of the Company (the “Selling Shareholders”) intend to effect a Transfer of all of such Selling Shareholders’ Shares to any Person (a “Bring-Along Buyer”), the Selling Shareholders shall have the right (the “Bring-Along Right”) to require the Participant (in such capacity, the “Bring-Along Shareholder”) to Transfer all of the Shares owned by the Participant to the Bring-Along Buyer (a “Bring-Along Disposition Transaction”). If the Selling Shareholders elect to exercise their Bring-Along Right, the Selling Shareholders shall deliver written notice (a “Bring-Along Notice”) to the Participant, which notice shall state (i) that the Selling Shareholders wish to exercise their Bring-Along Right with respect to such Transfer, (ii) the name and address of the Bring-Along Buyer, (iii) the amount and form of consideration the Selling Shareholders propose to receive for their Shares (and if such consideration consists in part or in whole of property other than cash, the Selling Shareholders will provide such information, to the extent reasonably available to such Selling Shareholders, relating to such non-cash consideration as each Bring-Along Shareholder may reasonably request in order to evaluate such non-cash consideration), (iv) the terms and conditions of payment of such consideration and all other material terms and conditions of such Transfer and (v) the anticipated time and place of the closing of such Transfer (a “Bring-Along Transaction Closing”). If such Bring-Along Transaction Closing does not occur prior to the expiration of the later of (x) 75 days following the delivery of such Bring-Along Notice, which 75 day period shall be extended until all necessary consents from applicable Governmental Authorities to the proposed sale have been received (but in no event more than 90 days after the expiration of such 75 day period) and (y) the date which is 15 days following the final determination of the Bring-Along Contingent Acquisition Price Adjustment pursuant to Section 2.4(f) of the Primary Shareholders Agreement, the Participant shall be released from its obligations under this Section 2.3 with respect to such Bring-Along Notice. The Selling Shareholders shall also furnish to the Participant copies of all transaction documents relating to the Bring-Along ...
Bring-Along Rights. (a) If any Acquiring Stockholder at any time, or from time to time, in one transaction or a series of related transactions, proposes to Transfer shares of Common Stock to one or more Persons that is (i) not an Affiliate of such Acquiring Stockholder or (ii) is an Operating Affiliate (for such purposes an Operating Affiliate will not be deemed to be an Affiliate) (both (i) and (ii) being a “Third Party Purchaser”), then the Acquiring Stockholder(s) shall have the right (a “Bring-Along Right”), but not the obligation, and subject to the provision of Section 2(e) below, to require each Management Stockholder to tender for purchase to the Third Party Purchaser, on the same terms and conditions as apply to the selling Acquiring Stockholder(s), all or any portion of a number of shares of Common Stock and Options (including any Options that vest as a result of the consummation of the Transfer to the Third Party Purchaser) that, in the aggregate, equal the lesser of (A) the number derived by multiplying (1) the total number of shares of Common Stock owned by the Management Stockholder (including shares of Common Stock issuable in respect of all Options held by any Management Stockholder, whether or not exercised, and including any Options that vest as a result of the consummation of the Transfer to the Third Party Purchaser); by (2) a fraction, the numerator of which is the total number of shares of Common Stock to be sold by the Acquiring Stockholder(s) in connection with the transaction or series of related transactions and the denominator of which is the total number of the then outstanding shares of Common Stock held by all Acquiring Stockholder(s); or (B) the number of shares of Common Stock as the Acquiring Stockholder(s) shall designate in the Bring-Along Notice (as defined below); provided, however, all Bring-Along Rights will be exercised on a pro rata basis among the Management Stockholders based upon their relative holdings of Common Stock and Options.
Bring-Along Rights. (a) If any Carlyle Stockholder at any time, or from time to time, in one transaction or a series of related transactions, proposes to Transfer shares of Common Stock to one or more Persons that is not an Affiliate of the Initial Carlyle Stockholders (a "THIRD PARTY PURCHASER"), then the Carlyle Stockholder(s) shall have the right (a "BRING-ALONG RIGHT"), but not the obligation, to require each Management Stockholder to tender for purchase to the Third Party Purchaser, on the same terms and conditions as apply to the selling Carlyle Stockholder(s), a number of Restricted Shares and Vested Options (including any options that vest as a result of the consummation of the Transfer to the Third Party Purchaser) that, in the aggregate, equal the lesser of (A) the number derived by multiplying (1) the total number of Restricted Shares owned by the Management Stockholder (including Restricted Shares issuable in respect of all Vested Options held by the Management Stockholder whether or not exercised and including any options that vest as a result of the consummation of the Transfer to the Third Party Purchaser); by (2) a fraction, the numerator of which is the total number of shares of Common Stock to be sold by the Carlyle Stockholder(s) in connection with the transaction or series of related transactions and the denominator of which is the total number of the then outstanding shares of Common Stock held by all Carlyle Stockholders(s); or (B) the number of shares as the Carlyle Stockholder(s) shall designate in the Bring-Along Notice (as defined below).
Bring-Along Rights. (a) In connection with any proposed Company Sale, the Carlyle Stockholders shall have the right (a “Bring-Along Right”), but not the obligation, to cause all, but not less than all, Wesco Stockholders to tender for purchase to the Third Party Purchaser in such Company Sale, a number of shares of Common Stock (including Common Stock issuable upon exercise of Vested Options) equaling the amount derived by multiplying (i) the total number of shares of Common Stock proposed to be purchased by the Third Party Purchaser by (ii) a fraction, the numerator of which is the total number of shares of Common Stock held by such Wesco Stockholder (which shall, for the purpose of this Section 4(a), be deemed to include all Common Stock issuable upon exercise of all Vested Options held by such Wesco Stockholder and any restricted shares of Common Stock held by such Wesco Stockholder) and the denominator of which is the total number of then outstanding shares of Common Stock (which shall, for the purpose of this Section 4(a), be deemed to include all Common Stock issuable upon exercise of all Vested Options then outstanding and all restricted shares of Common Stock then outstanding).
Bring-Along Rights. The terms and provisions of Section 6 of ------------------ the Shareholders Agreement are incorporated herein by reference as if set forth in haec verba. Optionee agrees that he or she will vote his or her shares of -- ---- ----- Class B Common Stock in accordance with the terms and provisions of Section 6 of the Shareholders Agreement, and take all actions necessary to satisfy any and all obligations contemplated by Section 6 of the Shareholders Agreement.
Bring-Along Rights. Subject to complying with its obligations under Section 4, if the Perseus Investors, so long as they hold 40% or more of the Common Share Equivalents outstanding of the Company, determines to sell all of their Shares in the Company in a single or series of related transactions to a bona fide third party (a "Control Sale"), the Perseus Investors shall have the right, but not the obligation to require each other Stockholder to participate in such Control Sale. The Perseus Investors may exercise their rights under this Section 6 by delivering to the other Stockholders (excluding the Perseus Investors) a written notice (a "Control Sale Notice") describing in reasonable detail the terms of the Control Sale and notifying the other Stockholders that the Perseus Investors are exercising their rights under this Section 6. Upon the receipt by the other Stockholders of a Control Sale Notice, all Stockholders shall be obligated to sell their Shares in the Control Sale on the same or financially equivalent terms as those applicable to the Perseus Investors, and shall cooperate with the Perseus Investors in consummating such sale. No Stockholder shall take any action to impede or otherwise disrupt the consummation of such Control Sale. Once a Control Sale Notice has been delivered no Stockholder may enter into any agreement or arrangement to sell, transfer, pledge, encumber or otherwise dispose of such Stockholder's Shares until it receives notification that such Control Sale has been abandoned. The Perseus Investors shall have the right to abandon any Control Sale at any time in their sole discretion and shall be deemed to have abandoned such Control Sale if it has not been consummated within three months after it has delivered a Control Sale Notice to the other Stockholders regarding such Control Sale.
Bring-Along Rights. 8.1 Subject to the provisions of Schedule 3 (which shall apply unless agreed otherwise by a Super-Majority), each Shareholder agrees that, in the event that Shareholders owning at least 70% of Equity Securities (Proposing Shareholders) elect to sell all of the Equity Securities then held by them to a third parry in a bona fide, arm's length transaction or series of transactions reflecting the fair value of such securities (as determined by a Super-Majority), all remaining Shareholders shall be required, within thirty days of the receipt of a written notice signed by all Proposing Shareholders, to sell all of the Equity Securities then held (whether legally or beneficially) by such remaining Shareholders to that third party for the same consideration and upon the same terms (on a security by security basis) as the sale by the Proposing Shareholders.
Bring-Along Rights. In the event that Management proposes to enter into one or more agreements to sell to any person or persons (referred to herein collectively as the “purchaser”) all or substantially all of the membership interests in the Company in a single transaction or related series of transactions in lieu of a sale of all or a substantial part of the assets of the Company, all of the Members hereby agree to sell their respective interests in the Company to the purchaser on the terms set forth in such agreements. The agreements shall provide for the payment to the Members for their interests in the Company amounts equal to the amounts that they would have received had the Company (a) sold all of its assets at the price implicit in the price to be paid by the purchaser for the membership interests in the Company, (b) satisfied all of its obligations and (c) made liquidating distributions to the Members in accordance with Article 16. The costs associated with the sale shall, in general, be borne by the Members in the same proportion as they shared the considerations received in accordance with the preceding sentence. Management may reallocate among the Members so much of the considerations that a Member would be entitled to receive as equals the amounts that such Member then owes to the Company or to another Member. Management is hereby granted by each Member a power of attorney, coupled with an interest, to execute in the name of the Member any and all agreements, contracts, documents and other instruments (including instruments of assignment) that Management deems necessary or useful in order to consummate these transactions. These instruments shall be deemed to have been executed on behalf of the Members as if signed by the Members themselves.
Bring-Along Rights. If in a Sale Event where the aggregate proceeds to be received by the Investors on a per share basis is greater than or equal to the original purchase price paid by such Investors with respect to any shares being sold in such Sale Event, a Majority Interest does not exercise the Drag-Along Right, any Existing Stockholder may, by delivering written notice to the Investors and the Company within ten (10) days of its receipt of the notice provided in Section 4.2, elect to sell his, her or its Shares as part of the Sale Event on substantially the same terms applicable to the Investors.
Bring-Along Rights. (a) Until the earlier of (x) eighteen (18) months after the date hereof, and (y) an IPO by the Corporation, if WFH proposes to Sell to any Person or Group of Persons (collectively, a "Buyer"), in a bona fide arm's-length transaction or series of transactions, including by way of a purchase agreement, tender offer, merger or other business combination transaction or otherwise, all of the Shares held by it at a price per Share of more than 300% of the Adjusted Initial Per Share Price (any such transaction being referred to herein as an "Exit Sale"), then WFH may elect to require all Other Shareholders to Sell all Shares beneficially owned by each of them concurrently with such Exit Sale to such Buyer at the purchase price per share (and, in the case of Common Share Equivalents, such purchase price per share multiplied by the number of Common Shares issuable upon the conversion, exchange or exercise of such Common Share Equivalent subject to reduction, if appropriate, for the amount per share of the exercise or purchase price (if any) of such Common Share Equivalent), including any fees and the value of any other consideration received by WFH or its Affiliates in connection with the Exit Sale, and upon the same terms and conditions, of the Exit Sale.
