Bring-Along Right Sample Clauses

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. (b) At any time that Xxxxxx exercises its rights under this Section 2.7, Lockheed Xxxxxx shall have the right, but not the obligation, to sell in the transaction specified in the Buyout Notice at the same price and upon the same terms and conditions as Xxxxxx and/or LBHI (and/or their Permitted Transferees) and the Management Investors th...

Bring-Along Right. In the event that a majority of the Board approves either (i) an acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation) that would result in the transfer of fifty percent (50%) or more of the outstanding voting power of the Company or in which the shareholders of the Company immediately prior to such transaction would own, as a result of such transaction, less than a majority of, the voting securities, in the same relative proportions, of the successor or surviving corporation immediately thereafter or (ii) a sale of all or substantially all of the assets of the Company (such events described in subsections (i) and (ii) are referred to herein as a "Sale of the Company"), then each Investor hereby agrees with respect to all securities of the Company which it own(s) or otherwise exercises voting or dispositive authority: (a) In the event such transaction is to be brought to a vote at a shareholder meeting, after receiving proper notice of any meeting of shareholders of the Company to vote on the approval of a Sale of the Company, to be present, in person or by proxy, as a holder of shares of voting securities, at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings; (b) to vote (in person, by proxy or by action by written consent, as applicable) all shares of the capital stock of the Company as to which it has beneficial ownership in favor of such Sale of the Company and in opposition of any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Sale of the Company; (c) to refrain from exercising any dissenters' rights or rights of appraisal under applicable law at any time with respect to such Sale of the Company, including, without limitation, the sale of the Investors Shares held by such Investor in such Sale of the Company; (d) to execute and deliver all related documentation and take such other action in support of the Sale of the Company as shall reasonably be requested by the Company; and (e) except for this Second Amended and Restated Voting Agreement, neither any of the parties hereto nor any affiliates thereof shall deposit any shares of capital stock beneficially owned by such Party or affiliate in a voting trust or subject any such shares of capital stock to any arrangement or agreement with respect ...

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. 2.

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. 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. 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. 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.

Bring-Along Right. (a) If, at any time after the date of this Agreement, API shall determine to sell all of its Interest in a bona fide arm's-length transaction to a third party, then, upon written request of API, DTR shall sell, or cause to be sold, to such third party all of the Interest owned by DTR, provided that DTR shall not be obligated to sell its Interest pursuant to this

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 Stock and the Principals wish to accept such offer, then the Principals shall, within ten (10) days of accepting the Third Party Offer, notify the Holder, in writing (the "Bring Along Notice"), of such offer. Upon receipt of such notice, the Holder shall then sell Warrant Shares, 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 Hxxxxr to xxxxxxe, at a minimum, an amount from the unaffiliated party equal to the product of: (x) the number of Warrant Shares then held by the Holder (including any Warrant Shares resulting from any exercise of this Warrant by the Holder upon receiving the Bring Along Right Notice), multiplied by (y) the Exercise Price (as adjusted pursuant to Article VII hereof) multiplied by four (4). The "bring along" rights granted in this Section 9.2 shall expire on the third anniversary hereof.