Take Along. (a) If at any time, any of the Stockholders constituting more than fifty (50%) of the Common Stock Equivalents, individually or acting as a group (such Stockholders, as applicable, being referred to herein as the “Take Along Group”) elect to consummate, or cause the Company to consummate, a Company Sale to a Third Party which is not an Affiliate of any Stockholder included in the Take Along Group, then upon twenty (20) days’ written notice by the Take Along Group to each other Stockholder, which notice shall set forth the terms and conditions of such proposed Company Sale, including the name of the prospective transferee, the number of shares of Common Stock and Common Stock Equivalents proposed to be sold by the Take Along Group in the Company Sale, the consideration to be received by the Take Along Group and the proposed time and place of closing (such notice being referred to as the “Sale Request”), each other Stockholder (each, a “Seller”), in the event the Company Sale is consummated, shall be obligated to consummate, consent to and raise no objection to the proposed Company Sale and take all other actions reasonably necessary or desirable to consummate the proposed Company Sale on the terms proposed by the Take Along Group as set forth in the Sale Request. Without limiting the generality of the foregoing, (i) if the Company Sale is structured as a merger, consolidation or similar business transaction, each Seller will vote or cause to be voted all Shares that he holds or with respect to which he has the power to direct the voting and which he is entitled to vote on such proposed Company Sale in favor of such proposed Company Sale and will waive all appraisal and dissenters rights and hereby grants a proxy in favor of the Take Along Group to vote the Seller’s Shares in accordance with this Section 2.4(a) and (ii) if the Company Sale is structured as a sale or redemption of Common Stock, each Seller will agree to sell his pro rata portion of Common Stock Equivalents (including his pro rata portion of Time Options, Rollover Options and Performance Options which would become Common Stock Equivalents by reason of the Company Sale) being sold in the Company Sale on the same terms and conditions as the Take Along Group. A Stockholder’s pro rata portion, for purposes of this Section 2.4(a), is the product of (i) a fraction, the numerator of which is the number of outstanding Common Stock Equivalents which such Stockholder then owns and the denominator of whi...
Take Along. (a) If any of the Members, individually or collectively owning more than fifty percent (50%) of the then outstanding Interests measured by Percentage Interest (referred to herein as the "Take-Along Group"), determine to sell or exchange (in a business combination or otherwise) more than fifty percent (50%) of the then outstanding Interests also so measured in one or a series of bona fide arms-length transactions to a Third Party (the "Proposed Transfer Percentage"), then upon fifteen (15) Business Days written notice by the Take Along Group to each other Member, 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 Member (other than Marconi) (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 Interests owned by such Seller as shall equal the product of (A) a fraction, the numerator of which is the Percentage Interests proposed to be transferred by the Take Along Group as of the date of such Sale Request multiplied by the Proposed Transfer Percentage and the denominator of which is the aggregate Percentage Interests actually owned as of the date of such Sale Request by the Take Along Group, multiplied by (B) the Percentage Interest actually owned as of the date of such Sale Request by such Seller. Each Seller shall (i) deliver certificates (if any) for all of its Interests at the closing of the proposed Transfer, free and clear of all claims, liens and encumbrances and (ii) if Member approval of the transaction is required, vote his Interests in favor thereof. The provisions of this Section 2.4 shall not apply to a Permitted Transfer or to a Transfer pursuant to Section 2.3.
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 Xxxxxx 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) 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.
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. (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.
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. (a) If, prior to a Qualified Public Offering, the Major Holder elects to sell all of its shares of Common Stock to a third party or causes the Corporation to enter into a merger agreement for a merger that will result in the Stockholders immediately prior to such merger owning less than 50% of the outstanding common stock of the surviving entity immediately following such merger, in each case in a bona fide, arm's length transaction, the Minority Holders will be required, upon written notice from the Major Holder, to (i) sell all of their shares of Common Stock pursuant to such proposed sale, (ii) vote in favor of any such transaction proposed by the Major Holders, and (iii) agree to become a party to any proposed agreement for the sale of such shares of Common Stock and to execute any agreement, certificate or other documents required to be executed in connection with such sale, including making such representations and warranties as, but not more extensive than, those made by the Major Holder and providing indemnities proportionate (based on the percentage of proceeds to be received) to those provided by the Major Holder. The sale by the other Stockholders pursuant to this Section 4 shall be made at the price per share and on such other terms and conditions as the sale by the Major Holder, including any consulting or other fees payable to the Major Holder to the extent such fees exceed the fair market value of the services to be provided. Each Minority Holder hereby appoints the Corporation attorney-in-fact to execute and deliver any such proposed agreement and related certificates and documents and to endorse and deliver to the purchaser each such Minority Holder's shares of Common Stock. If any Stockholder fails to comply with the provisions of this Section 4, the Major Holder shall be entitled to treat such failure as breach of this Agreement for which the Major Holder shall be entitled to specific performance and/or damages.
Take Along. In the event that the Non-Offering Shareholder elects not ---------- to exercise his right of first refusal set forth in this Section 4, then the Offering Shareholder, at the request of a Non-Offering Shareholder, which request shall be made in writing during the Exercise Period, shall cause the Offer to be extended to the Non-Offering Shareholder for the purchase of all Common Stock then owned by it on the same terms and conditions set forth in the Offer.
Take Along. If, at any time the Investors shall determine to sell or exchange (in a business combination or otherwise) fifty percent (50%) or more of the Shares then held by them to a third party, then, upon the written request of the Investors (the "Sale Request"), each Shareholder shall be obligated to, and shall (i) sell, transfer and deliver, or cause to be sold, transferred and delivered, to such third party, that percentage of his or its Shares that is equal to the percentage of the aggregate holding of the Shares held by the Investors that is being sold or exchanged to the third party at the same price per share and on the same terms applicable to the Investors and (ii) if, stockholder approval of the transaction is required, vote his Shares in favor thereof.
