Bring-Along Right. (a) If at any time on or after the first anniversary of the Effective Date and prior to the consummation of an Initial Public Offering, Xxxxxx and/or LBHI (and/or their Permitted Transferees) proposes to sell Shares to a Third Party other than an Affiliate in any bona fide arm's-length transaction or series of related transactions and as a result of such sale Xxxxxx and LBHI with their Permitted Transferees would cease to own at least 35% of the issued and outstanding Common Stock, then Xxxxxx shall have the right to deliver a written notice (a "Buyout Notice") to each Management Investor (with a copy to Lockheed Xxxxxx) which shall state (i) that Xxxxxx proposes to effect such transaction, (ii) the identity of the Third Party, the number of Shares to be sold and the proposed purchase price per Share to be paid and any other terms and conditions, and (iii) the projected closing date of such sale. Each such Management Investor agrees that, upon receipt of a Buyout Notice, each such Management Investor (and his Permitted Transferees) shall be obligated to sell in such transaction that percentage of the total number of Shares held by such Management Investor (determined on the basis set forth in Section 2.6(e)) equal to the percentage of the total number of Shares then held by Xxxxxx and LBHI and their Permitted Transferees to be sold in such transaction upon the terms and conditions of such transaction (and otherwise take all necessary action to cause consummation of the proposed transaction; provided, however, that each such Management Investor shall only be obligated as provided above in this Section 2.7 if each such Management Investor receives the same per Share consideration as Xxxxxx and LBHI (and/or their Permitted Transferees); and provided further that in no event shall any Management Investor be required to make any representations or provide any indemnities other than on a proportionate basis and other than with respect to matters relating solely to Xxxxxx and LBHI (and/or its Permitted Transferees), such as representations as to title to Shares to be transferred by Xxxxxx and LBHI or their Permitted Transferees.
Bring-Along Right. (a) In the event that either the 1947/1945 Holders or the Hicks Holders propose an Eligible Bring-Along Transaction, and such Offxxxxx Holder is entitled to Transfer all of its Company Common Shares in a transaction with a Third-Party Acquiror pursuant to Section 4.1(b), then such Offering Holder shall also have the right (a "Bring-Along Right"), upon notice no less than 10 business days to the other Holder, the Company and any other party that has become bound by this Section 4.2 (as and to the extent set forth in Section 4.4) (the "Bring-Along Notice"), to require all of such parties (other than the Company and not including the Founders or CEC) (the "Bring-Along Shareholders") to participate in such a transaction and thus cause each Bring-Along Shareholder to dispose of 100% of its Company Common Shares in such transaction on the terms set forth in this Section 4.2 (the "Bring-Along Transaction"), the consideration for which shall be cash and/or Marketable Securities. Notwithstanding the foregoing, no Holder may exercise the Bring-Along Right prior to June 30, 2005, and notice of a Holder's exercise of the Bring-Along Right may not be given after December 31, 2007.
Bring-Along Right. From and after the date forty-five (45) days after the date hereof, if any Holder of Fund Shares proposes to make a bona fide sale (a "Bring-Along Sale") of any Restricted Securities held by such Holder to a third party that is not, and following such sale will not be, an Affiliate of the Fund, and such sale is at a price that, in such Holder's reasonable judgment, is a fair market value price, such Holder shall have the right, exercisable upon fifteen (15) days' prior written notice to the each of other Holders, to require each of such other Holders to sell such Holder's Proportionate Share of Restricted Securities to such third party on the same terms as the Holder of Fund Shares.
Bring-Along Right. For so long as the Company owns at least 33.33% of E-Wash or Limited, if the Company or E-Wash proposes to make a bona fide sale in a private offering of all of its E-Wash shares or of Limited units, the Company and/or E-Wash shall have the right (the "Bring-Along Right"), but not the obligation, exercisable upon 15 days' prior written notice, to require the Employee to sell his Units to such third party upon terms no less favorable to the Employee than those that apply to the Company or E-Wash with respect to such third party sale. In such case, so long as the Employee has not been terminated immediately prior to the closing of the proposed sale, all restrictions contained in Sections 2 and 4 applicable to any Restricted Units shall lapse. The Employee hereby agrees to cooperate with the Company or E-Wash and to take any and all action reasonably required in connection with the consummation of such third party sale. Without limiting the foregoing, at the closing of any sale under this Section, the Employee shall represent and warrant that he is the beneficial owner of such Units free and clear of any liens or encumbrances with full power and authority to transfer such shares.
Bring-Along Right. For so long as the Company owns at least 33.33% of E-Wash or Limited, if the Company or E-Wash proposes to make a bona fide sale in a private offering of all of its E-Wash shares or of Limited units, the Company and/or E-Wash shall have the right (the "Bring-Along Right"), exercisable upon 15 days' prior written notice, to require the Employee to sell his Units to such third party upon terms no less favorable to the Employee than those that apply to the Company or E-Wash with respect to such third party sale. In such case all restrictions contained in Sections 2 and 4 applicable to any Restricted Units shall lapse. The Employee hereby agrees to cooperate with the Company or E-Wash and to take any and all action reasonably required in connection with the consummation of such third party sale. Without limiting the foregoing, at the closing of any sale under this Section, the Employee shall represent and warrant that he is the beneficial owner of such Units free and clear of any liens or encumbrances with full power and authority to transfer such shares.
Bring-Along Right. In the event that Stockholders (the "Proposing Stockholders") holding stock comprising at least seventy-five percent (75%) of the Company's voting securities (the "Threshold Percent") propose to Transfer their stock to a third party (the "Offeror") pursuant to a merger, consolidation, reorganization or sale of shares, the remaining Stockholders will be required to sell their stock to such Offeror at the same price and upon the same terms and conditions as in the offer made to the Proposing Stockholders or vote in favor of the transaction, in the case of a merger, consolidation or reorganization; provided, however, that the Series B Investors shall not be required to sell their shares or vote in favor of the transaction, as applicable, unless such transaction reflects a pre-money valuation of at least $80,000,000.
Bring-Along Right. If Berg or Tessier, or both (collectively, the "Principals") receive a bxxx fide xxxxx from an unaffiliated third party (the "Third Party Offer") to purchase (for cash or securities) all of the then outstanding shares of Common Stock and the Principals wish to accept such offer, then the Principals shall, within ten (10) days of accepting the Third Party Offer, notify Purchaser, in writing, of such offer. Upon receipt of such notice, Purchaser shall then sell shares of Common Stock, pro rata with Berg and/or Tessier, at the same price per share and upon the same texxx and condxxxxxx of the Third Party Offer. However, the bring along rights granted hereunder shall not be available to Berg or Tessier unless, the exercise of such right, would cause the Pxxxxaser xx xxxeive an amount from the unaffiliated party equal to at least four (4) times the Purchase Price. The "bring along" rights granted in this Section 7.2 shall expire on the third anniversary hereof.
Bring-Along Right. (a) In the event that at any time prior to the fifth anniversary of the first Public Offering, Acquisition (or a Transfer Affiliate) proposes to sell any of its holdings of Common Stock (the "Acquisition Shares") in a Proposed Sale (a "Bring-Along Sale"), Acquisition (or such Transfer Affiliate) may provide the Purchaser, the Purchaser's Trust, or the Purchaser's Estate, as the case may be, written notice (a "Bring-Along Notice") of such Proposed Sale and the Material Terms thereof not less than 10 business days prior to the proposed date of the Bring-Along Sale (the "Bring-Along Sale Date") and the Purchaser hereby agrees to sell to such Proposed Purchaser that number of shares of Stock equal to the product of (i) the number of shares of Stock then held by, and the number of Exercisable Option Shares that may then be acquired by, the Purchaser, the Purchaser's Estate and the Purchaser's Trust and (ii) the ratio of (A) the number of shares of Common Stock which Acquisition (or the Transfer Affiliate) proposes to sell in the Proposed Sale to (B) the number of shares of Common Stock then held by Acquisition (and all Transfer Affiliates) at the same price and upon the same terms and conditions as such transfer of Acquisition Shares. The Purchaser shall not exercise any dissenter's rights with respect to the consummation of any such Proposed Sale.
Bring-Along Right. In the event that the Board of Directors of the Company (the “Board”), together with the holders of at least a majority of the Common Stock and the Series A Preferred Stock then-outstanding (voting together as a single class and on an as-converted basis), approves (by means of one transaction or a series of related transactions) a sale, transfer or disposition (whether by merger, consolidation, purchase or otherwise) to a person or group of affiliated persons (other than an underwriter of the Company’s securities) of all of the Company’s voting capital stock not then held by such person or affiliated group of persons (a “Sale of the Company”), then the Common Holder with respect to all securities of the Company which it owns or otherwise exercises voting or dispositive authority:
Bring-Along Right. From and after the date sixty (60) days after the date hereof, if the Fund or Permitted Transferees holding (in the aggregate with the Fund) a majority of the Fund Shares (collectively, the “Bring-Along Holders”) proposes to make a bona fide sale, whether by merger, consolidation, share exchange, or otherwise, (a “Bring-Along Sale”) of any Restricted Securities held by the Bring-Along Holder(s) to a third party that is not, and following such sale will not be, an Affiliate of the Fund, and such sale is at a price that, in such the Bring-Along Holder’s(s’) reasonable judgment, is a fair market value price, then the Bring-Along Holder(s) shall have the right, exercisable upon thirty (30) days’ prior written notice to the each of other Holders, to require each of such other Holders to sell such Holder’s Proportionate Share of Restricted Securities to such third party on the same terms as the Holder of Fund Shares and to refrain from exercising any appraisal or dissenter’s rights with respect to such Bring-Along Sale.
