Take-Along Rights. If an offeror desires to purchase all of the outstanding shares of Common Stock and if the owners of at least 50% of the outstanding shares desire to make such sale, the Optionee agrees to sell all of his or her shares to such offeror on the terms and conditions approved by the owners of at least 50% of the outstanding shares.
Take-Along Rights. (a) If Vestar elects to consummate, or to cause the Company to consummate, a transaction constituting a Sale of the Company, Vestar shall notify the Company and the other Securityholders in writing of that election, the other Securityholders will consent to and raise no objections to the proposed transaction, and the Securityholders 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 Vestar. Without limiting the foregoing, (i) if the proposed Sale of the Company is structured as a sale of assets or a merger or consolidation, or otherwise requires equityholder approval, the Securityholders and the Company will vote or cause to be voted all Securities that they hold or with respect to which such Securityholder 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 Securities, the Securityholders will agree to sell their pro-rata share of the Securities being sold in such Sale of the Company on the terms and conditions approved by Vestar, and the Securityholders will execute any merger, asset purchase, security purchase, recapitalization or other sale agreement approved by Vestar in connection with such Sale of the Company.
Take-Along Rights. (a) Take-Along Notice. So long as the C&D Fund holds a number of shares of Common Stock equal to at least one-third of the Common Stock originally purchased by the C&D Fund at the closing of the Acquisition of the Company, if the C&D Fund intends to effect a sale of all of its shares of Common Stock to a third party (a "100% Buyer") and elects to exercise its rights under this Section 8, the C&D Fund shall deliver written notice (a "Take-Along Notice") to the Purchaser, which notice shall (a) state (i) that the C&D Fund wishes to exercise its rights under this Section 8 with respect to such transfer, (ii) the name and address of the 100% Buyer, (iii) the per share amount and form of consideration the C&D Fund proposes to receive for its shares of Common Stock and (iv) the terms and conditions of payment of such consideration and all other material terms and conditions of such transfer, (b) contain an offer (the "Take-Along Offer") by the 100% Buyer to purchase from the Purchaser all of its Shares on and subject to the same terms and conditions offered to the C&D Fund and (c) state the anticipated time and place of the closing of the purchase and sale of the shares (a "Section 8 Closing"), which (subject to such terms and conditions) shall occur not fewer than five (5) days nor more than ninety (90) days after the date such Take-Along Notice is delivered, provided that if such Section 8 Closing shall not occur prior to the expiration of such 90-day period, the C&D Fund shall be entitled to deliver another Take-Along Notice with respect to such Take-Along Offer.
Take-Along Rights. If the Investors LLC Parties desire to Transfer or exchange directly or indirectly (by merger or otherwise), at least 50% of the Shares beneficially owned by the Investors LLC Parties (any such transaction being referred to herein as an "Exit Sale") to any Person who is not an Affiliate of the transferring Investors LLC Party or an Affiliate of Investors, Investors may require, pursuant to a written notice delivered to the SSC Parties at least 20 days prior to the closing of the proposed Exit Sale, that the SSC Parties sell to the prospective purchaser, concurrently with and on the terms (including price) and subject to the conditions of the Exit Sale, up to that number of Shares owned by the SSC Parties as shall equal the product of (x) a fraction, the numerator of which is the number of Shares held by the Investors LLC Parties proposed to be acquired in the Exit Sale and the denominator of which is the number of Shares owned by the Investors LLC Parties, and (y) the number of Shares owned by the SSC Parties. If the Investors LLC Parties propose the Transfer of all or substantially all of the assets or business, (whether by merger, sale or otherwise) of the Company, then Investors and the Company shall have the right to require the SSC Parties to take promptly all action necessary or appropriate (including voting their Shares in favor of such transaction) in order to effect such transaction. Each of the SSC Parties covenants and agrees that it shall take such actions as are necessary to consummate the transactions contemplated by this Section 4.3. Any indemnification provided in connection with any Transfer made pursuant to this Section 4.3 shall be on a several and not joint basis and any such indemnification shall be pro-rata in accordance with the number of Shares Transferred or proceeds received and any such indemnification shall be limited to the proceeds received by such SSC Party in connection with the transaction.
Take-Along Rights a) At least forty (40) days prior to any proposed sale, transfer, assignment, pledge or other disposal (each, a "TRANSFER") of Shareholder Shares (other than a Public Sale) by any Shareholder (the "SELLER"), such Seller shall deliver a written notice (the "SALE NOTICE") to each other Shareholder, specifying in reasonable detail the identity of the prospective transferee(s) and the terms and conditions of the Transfer. The other Shareholders may elect to participate in the contemplated Transfer by delivering written notice to the Seller within twenty (20) days after delivery of the Sale Notice. If any of the Shareholders have elected to participate in such Transfer (the "PARTICIPATING SHAREHOLDERS"), the Seller and such Participating Shareholders shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Shareholder Shares equal to the product of (i) the quotient determined by dividing the number of Common Equivalent Shares owned by the Participating Shareholder by the aggregate number of Common Equivalent Shares owned by the Seller and all Participating Shareholders participating in such sale multiplied by (ii) the number of Shareholder Shares to be sold in the contemplated Transfer. For example, if the Sale Notice contemplated a sale of 100 Shareholder Shares by the Seller, and if the Seller at such time owns 200 of the Shareholder Shares and if one Participating Shareholder elects to participate and owns 300 of the Shareholder Shares, the Seller would be entitled to sell 40 shares (200/500 x 100 shares) and the Participating Shareholder would be entitled to sell 60 shares (300/500 x 100 (shares) The Seller covenants and agrees to use its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Shareholders in any contemplated Transfer, and the Seller covenants and agrees not to transfer any of his, her or its Shareholder Shares to the prospective transferee(s) if the prospective transferee(s) declines to allow the participation of any of the Shareholders.
Take-Along Rights. (a) If at any time, the General Partner wishes to sell all or substantially all of its Partnership Interest in one transaction or a series of related transactions (a “Control Transaction”), the General Partner may require each other Partner (a “Take Along Partner”) to sell all (but not less than all) of the Partnership Interest held by such Limited Partner to such third party in accordance with this Section 14, subject only to compliance with applicable federal and state securities laws, as provided in Section 16(b)(ii); provided that the General Partner shall fully discharge any Pennsylvania real estate transfer taxes that may become payable as a result of its exercise of such take along rights during the first 36 months after the date hereof. The purchase price for the Residual Interest transferred in any such sale shall be the Residual Interest Purchase Price.
Take-Along Rights. (a) Notwithstanding Section 1.3 of this Agreement, neither Shareholder may effect a Transfer (or a series of related Transfers) of Shares (except for Transfers permitted by Section 1.2) constituting more than 50% of the Shares then owned by such Shareholder to one person or a related group of persons (other than Transfers effected by sales of Shares through underwriters in a public offering or in the securities markets generally) (the "Section 1.4
Take-Along Rights. (i) If there should be a Qualified Sale Transaction, HLI may, in its capacity as Managing Member and in its sole discretion, require (“take-along right”) each Member to (A) sell all (but not less than all) of the Units (together with the associated shares of Class B Common Stock, if any) then held by that Member to the purchaser in accordance with this Section 10.4(b) or (B) require that Member to surrender those Units (together with the associated shares of Class B Common Stock, if applicable) for redemption by the Company, as the transaction may require, subject to all applicable provisions of this Section 10.4. Notwithstanding the foregoing, the Managing Member may allow any Person owning Units of record or beneficially that is employed by HLI, the Company or their Subsidiaries to retain, and exclude from a Qualified Sale Transaction, a portion of those Units in connection with any Qualified Sale Transaction.
Take-Along Rights. (a) In the event that at any time (i) NIplc or any of its affiliates (including, without limitation, GRS Holding Company Limited ("GRSH") and Hercules Limited, which also beneficially own, directly or indirectly, the shares of Merger Sub Common Stock beneficially owned by NIplc, but, for the avoidance of any doubt, excluding Xxxxxxx & Xxxxx, Inc. or any of its affiliates), as the case may be (each, a "Selling Entity"), proposes to sell for cash or any other consideration, either directly or indirectly (by way of the sale of beneficial ownership interest in any such affiliate or otherwise), any shares of Surviving Corporation Common Stock owned by it, in any transaction other than (x) a public offering of securities, (y) a sale or other transfer to one of their affiliates or (z) a sale or other transfer of beneficial ownership in (A) up to 9,000,000 shares of Surviving Corporation Common Stock to Xxxxxxx & Xxxxx, Inc. or any of its affiliates or (B) up to 12,000,000 shares of Surviving Corporation Common Stock to GRSH (a "Proposed Sale") and (ii) such Proposed Sale, when considered together with previous direct or indirect sales of Surviving Corporation Common Stock by the Selling Entity and any of its affiliates (other than (1) sales or other transfers to one of their affiliates or (2) sales or other transfers of beneficial ownership in the shares of Surviving Corporation Common Stock referred to in clause (z) above), would constitute the sale of the direct or indirect beneficial ownership of more than 25% of the outstanding shares of Surviving Corporation Common Stock, then the Selling Entity will notify the Purchaser or the Purchaser's Estate or Purchaser's Trust (as such terms are defined in Section 4(a) of the Subscription Agreement), as the case may be, in writing (a "Notice") of such proposed sale and the material terms of the Proposed Sale as of the date of the Notice (the "Material Terms") promptly, and in any event not less than 15 days prior to the consummation of the Proposed Sale and not more than 5 days after the execution of the definitive agreement relating to the Proposed Sale, if any (the "Sale Agreement").
Take-Along Rights. (a) If the IPC Majority Holders elect to consummate, or to cause the Company to consummate, a transaction constituting a Company Sale, or the IPC Majority Holders elect to consummate a transaction constituting a Preferred Stock Sale, then, in either case, the IPC Majority Holders shall notify the Company and the other Securityholders in writing at least 30 days prior to the consummation of such transaction of their election to exercise their rights under this Section 4. If the IPC Majority Holders deliver such notice, then, subject to this Section 4(a), the other Securityholders shall vote for, consent to, and raise no objections to the proposed transaction, and the Securityholders (including the IPC Holders) and the Company shall take all other actions necessary to cause the consummation of such Company Sale or Preferred Stock Sale on the terms proposed by the IPC Majority Holders. Without limiting the foregoing, (i) if the proposed Company Sale is structured as a sale of assets or a merger or consolidation, each Securityholder shall vote or cause to be voted all Securityholder Shares that such Securityholder holds or with respect to which such Securityholder has the power to direct the voting and which are entitled to vote on such transaction in favor of such transaction and shall waive any dissenter’s rights, appraisal rights or similar rights which such Securityholder may have in connection therewith, (ii) if the proposed Company Sale is structured as or involves a sale or redemption of Securityholder Shares, the Securityholders shall agree to sell their pro rata share of Securityholder Shares being sold in such Company Sale on the terms and conditions approved by and applicable to the IPC Majority Holders, and such Securityholders shall execute all documents reasonably required to effectuate such Company Sale and approved by the IPC Majority Holders in connection with such Company Sale, (iii) with respect to a Preferred Stock Sale, the Securityholders shall agree to sell their pro rata share of Series A Preferred Stock being sold or redeemed in such Preferred Stock Sale on the terms and conditions approved by the IPC Majority Holders, and such Securityholders shall execute all documents required to effectuate such Preferred Stock Sale and approved by, and applicable to, the IPC Majority Holders in connection with such Preferred Stock Sale; provided that as a condition to consummating the Preferred Stock Sale, the Certificate of Incorporation shall be ...
