Bring Along. (i) As of the Agreement Date, the Executing Shareholders, holding at least 89% the voting power of the Company, have duly executed this Agreement, and by executing this Agreement such shareholders are deemed to have accepted an offer by Buyer to purchase their shares in accordance with Article 22 of the Company’s Articles of Association, and in accordance with Section 341 of the Israeli Companies Law, 1999 (the “Companies Law”).
(ii) This Agreement shall be deemed, for the purpose of Article 22 of the Company’s Articles of Association and for the purpose of Section 341(a) of the Israeli Companies Law (i) an offer by Buyer for the purchase of all issued and outstanding share capital of the Company and (ii) an acceptance of such offer by all Executing Shareholders who have duly executed this Agreement initially or subsequently.
(iii) Promptly after the Agreement Date and unless this Agreement is duly terminated in accordance with its terms, the Buyer shall take all commercially reasonable actions to extend to all other shareholders of the Company an offer to purchase their shares in accordance with the terms set forth in this Agreement, in accordance with Article 22 of the Company’s Articles of Association and in accordance with Section 341 of the Companies Law (the “Offer”), by providing a written notice in the form attached hereto as Exhibit C (the “Bring-Along Notice”) to each Shareholder that has not accepted the Offer (a “Non-Consenting Shareholder”) that Buyer wishes to purchase such Non-Consenting Shareholder’s shares in the Company under the terms and conditions of this Agreement.
(iv) Buyer, the Company, the Executing Shareholders and the Consenting Shareholders shall take such other actions as may be commercially reasonably appropriate in order to complete the transfer of all of the outstanding Company Shares pursuant to Article 22 of the Company’s Articles of Association and pursuant to Section 341 of the Companies Law and under the terms and conditions of this Agreement.
(v) After satisfactory completion of the necessary procedures under Article 22 of the Company’s Articles of Association and pursuant to Section 341 of the Companies Law and provided that no injunction against the Share Purchase was issued by a court of competent jurisdiction that was not subsequently removed, if at the Closing there will any remaining Non-Consenting Shareholders, at the Closing the Company shall register Buyer as owner of all the shares of the Company held by all...
Bring Along. If one or more Selling Shareholders that, in the aggregate, own more than 51% of the Outstanding Common Stock (which Selling Shareholders must include one or more Shareholders other than Capital Z and its Permitted Transferees) receives a Bona Fide Offer from a Third Party Buyer to purchase at least 50% of the Outstanding Common Stock, such Selling Shareholders may send written notice (the "Bring Along Notice") to the other Shareholders (the "Bring Along Shareholders") (with a copy to the Company) notifying them that the other Shareholders will be required to transfer Shares in such sale or other transaction. Upon delivery of the Bring Along Notice, each Bring Along Shareholder shall be obligated to transfer in the transaction contemplated by the Bring-Along Notice, the number of Shares determined in accordance with the next sentence, on the same terms and conditions as the Selling Shareholders (including the amount of per Share consideration, subject to appropriate adjustment in the case of warrants, options and other securities that are convertible into or exchangeable or exercisable for shares of Common Stock that have not yet been converted, exchanged or exercised). Each Selling Shareholder and Bring Along Shareholder shall sell in the transaction contemplated by the Bring Along Notice that number of Shares equal to the product of (i) the number of Shares to be sold to the Third Party Buyer multiplied by (ii) a percentage calculated by dividing (x) the number of Shares owned by such Selling Shareholder or Bring Along Shareholder, as the case may be, by (y) the total number of Shares owned by all Selling Shareholders and Bring Along Shareholders. Each such Shareholder shall (a) take all actions (including executing documents) in connection with the consummation of the proposed transaction as may reasonably be requested of it by the Selling Shareholders, and (b) appoint the Selling Shareholders as its attorneys-in-fact to do the same on its behalf. If a contract with respect to the transaction contemplated by the Bona Fide Offer has not been entered into within 90 days of receipt of the Bring Along Notice, the obligations of the Shareholders under this Section 3.3 shall terminate with respect to the transaction specified in the Bring-Along Notice, and the Selling Shareholders may not cause such Shareholders to sell pursuant to this Section 3.3 without again complying with all of the provisions of this Section 3.3. Notwithstanding the foregoing, no Shareh...
Bring Along. The Shareholders hereby give their consent to the Bring Along provision set forth in Article 70 of the Company’s Amended Articles attached as Exhibit 6.1.1(a) of the Series B Share Purchase Agreement.
Bring Along. (a) If a Stockholder (a "Transferor") wishes to transfer Shares to any Person except pursuant to (i) an Exempt Sale, (ii) pursuant to the exercise of the rights granted under this Section 4(a), (iii) pursuant to a bona fide gift to a charity or a charitable foundation, or (iv) pursuant to a bona fide pledge to secure indebtedness to a financial institution, including a commercial bank or a broker-dealer (provided that if Benaroya pledges Shares, he shall within 15 days after the pledge, give written notice to Limited of the number of Shares pledged and the amount of indebtedness secured by the pledge at the time but he shall not be required to update the amount of indebtedness secured), then the Transferor shall, as a condition to such transfer, permit each of the other Stockholders and each of the CCI Transferees (or cause the other Stockholders and the CCI Transferees to be permitted) to sell (either to the prospective purchaser of the Shares or to other financially reputable purchasers reasonably acceptable to the Stockholders electing to be brought along pursuant to this Section 4(a)), at the same price and otherwise on the same terms and conditions as those actually received by the Transferor in such sale, a number of Shares that bears the same proportion to the number of Shares then held by the
Bring Along. (a) Subject to the provisions of and without derogating from Article 75 above and the provisions of Section 341 of the Companies Law, notwithstanding anything in these Articles to the contrary, until a Qualified IPO, if any person or entity offers to purchase all of the issued and outstanding share capital of the Company (the “Bring Along Transaction”), and shareholders holding more than (i) seventy percent (70%) of the voting power in the Company calculated on an as converted basis; and (ii) 67% of the Preferred Shares, indicate their acceptance of such offer (the “Proposing Shareholders”), and such offer is approved by a majority of the Board, then at the closing of such transaction, all holders of all classes of shares in the Company will transfer their shares to such person or entity at the same price and on the same terms and conditions as the Proposing Shareholders subject to any adjustments as may be necessary in order to give full effect to Article 74 hereof. The distribution of the consideration of such Bring Along Transaction shall be distributed in accordance with the provisions of Article 74 above, and in the order of preference and priority as set forth therein, and shall not derogate from the liquidation preferences set forth in such Article 73 and Article 74 in relation to a Deemed Liquidation Event.
Bring Along. Until completion of a Registration, in the event that parties hereto that hold at least 75% of the outstanding share capital of the Corporation, accept an offer to sell all of their holdings in the Corporation to a third party purchaser (the "Purchaser") and such sale is conditioned upon the sale to the Purchaser of all remaining outstanding stock in the Corporation, then all the parties hereto shall be required to sell their stock in such transaction (and if requested by the Purchaser, also all of their other securities in the Corporation), on the same terms and conditions.
Bring Along. 5.3.1. In the event that Shareholders who hold the majority of the Shares held by the Shareholders (the “Proposing Shareholders”) wish to accept an offer to sell all of the Shares they hold to any third party by way of a share sale, merger or otherwise (the “Buyer”), and such Buyer has made its offer contingent upon the sale to such Buyer of all of the Shares held by all of the Shareholders (the “Sale Transaction”), then, at the closing of such Sale Transaction, the other Shareholder (the “Forced Shareholder”) shall be obligated to (i) sell all of the Shares he/it holds to the Buyer at the same price per share and upon the same terms and conditions as the Proposing Shareholders, and (ii) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Shareholder’s Shares in the General Meeting in favor of any Sale Transaction proposed by the Proposing Shareholders and executing any purchase agreements, or related documents, as such Proposing Shareholders and the Buyer execute in order to carry out the terms and provisions of this Section 5; provided that the price per Share actually paid to the Forced Shareholder in such Sale Transaction, is at least ten percent (10%) greater than the average closing price of the Company's shares on the Stock Exchange during the thirty (30) trading days preceding the day on which the Sale Transaction is offered to the Forced Shareholder.
5.3.2. Notwithstanding the provisions of Section 4 above, in the event that a Sale Transaction shall be subject to the approval of the General Meeting, a decision of the Shareholders at the Preliminary Meeting shall not be required, and to the extent the conditions of this Section 5.3 are met, all of the Shareholders shall be obligated to vote all of the Shares held by them, at the General Meeting, in favor of the approval of the Sale Transaction.
Bring Along. Each Investor hereby agrees to be bound by, and further undertakes to comply in a timely manner and in all respects with, the terms and conditions of the Bring Along provisions set forth in Article 18.4 of the Articles.
Bring Along. Immediately following the Effective Date, the Company shall deliver any required notices to any Remaining Shareholders (as defined in the Company Articles), and each of the Company and the Investors shall take all further action as necessary to carry out the Bring Along with respect to any Remaining Shareholders which have not executed this Agreement as Sellers up to and including the Closing.
Bring Along. Until an IPO, in the event that shareholders of the Company holding at least 80% of the Company's issued and outstanding share capital on a fully diluted and on as converted basis shall elect to sell all of their shares to a third party (the "Proposing Shareholders") then all remaining shareholders (the "Remaining Shareholders") shall be obligated, if so demanded by the Proposing Shareholders, to sell all of their shares in the Company to such third party at the same price and upon the same terms and conditions as the Proposing Shareholders. Proceeds received under this section shall be distributed among the Shareholders of the Company in accordance with distribution instructions set forth in Article 5.2 herein with respect to an event of Deemed Liquidation.
