Common use of Bring-Along Right Clause in Contracts

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) If at any time on time, any Third Person (such Person, a “Third Party Purchaser”) makes a bona fide offer to purchase all or after the first anniversary substantially all of the Effective Date Company or the Interest of Mascoma (a “Sale Transaction”), and prior Mascoma desires in its sole discretion to accept such offer, then, upon the delivery by Mascoma to the consummation other Member(s) 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 30 days’ written notice (the “Drag-Along Notice”), which Drag-Along Notice shall contain the information set forth below, each such other Member shall be obligated to accept the terms of such Sale Transaction, take all such steps necessary to approve and facilitate such sale, and shall sell, transfer and deliver, or cause to be transferred, and delivered, to such Third Party Purchaser, its entire Interest on the terms of such Sale Transaction (and will deliver such Member’s Interest to be transferred at the closing of the transaction, free and clear of all liens, claims, or encumbrances other than any arising pursuant to this Agreement). Each Member shall be allocated that portion of the aggregate consideration paid by the Third Party Purchaser in the Sale Transaction to all Members that such Member would be allocated if such aggregate consideration were the aggregate amount to be distributed upon a "Buyout Notice") liquidation of the Company (with respect to each Management Investor (Member, such Member’s “Drag-Along Consideration Amount”). Other than with a copy respect to Lockheed Xxxxxx) which each Member’s Drag-Along Consideration Amount, such Sale Transaction shall state be effected on the same terms with respect to all Members as those offered to Mascoma and as further set forth in the Drag-Along Notice. The Drag-Along Notice shall set forth the material terms and conditions of the Sale Transaction, including (i) that Xxxxxx proposes to effect such transactionthe name and address of the Third Party Purchaser, (ii) the identity of the Third Party, the number of Shares aggregate consideration to be sold and received by the proposed purchase price per Share to be paid and any other terms and conditionsMembers for their Interests, 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 payment offered by the Third Party Purchaser and, in the case of consideration in whole or in part other than cash, the fair market value thereof as determined in good faith by the Company’s Board, which determination shall be evidenced by a resolution filed with the Company, (and otherwise take all necessary action to cause consummation iv) a statement that the Third Party Purchaser has been informed of the proposed transaction; provided, however, that each such Management Investor shall only be obligated as rights provided above for in this Section 2.7 if each such Management Investor receives 8.4 and has agreed to purchase the same per Share consideration as Xxxxxx Interests in accordance with the terms hereof 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 bound by Xxxxxx such terms, and LBHI or their Permitted Transferees(v) the approximate date, time and location of the closing of the Transfer of the Interests to the Third Party Purchaser.

Bring-Along Right. If General Atlantic Partners 41, L.P., a Delaware limited partnership (a"GAP LP"), GAP Coinvestment Partners, L.P., a New York limited partnership ("GAP COINVESTMENT"), Xxxx Xxxxx, Xxxxx Xxxxxxx, Xxxx Xxxxxx and Xxxxxxx Xxxx (the "EXE STOCKHOLDERS" and collectively with GAP LP and GAP Coinvestment, the "MAJOR STOCKHOLDERS") If at any time on shall have received a bona fide offer from a person or after the first anniversary other entity that is not an affiliate of the Effective Date and prior a Major Stockholder (or shall have entered into a bona fide written agreement with such person or entity) relating to the consummation sale to such person or entity 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 all 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% substantially all of the issued and outstanding Common Stocksecurities of the Company held by the Major Stockholders (the "SALE"), then Xxxxxx the Major Stockholders shall have the right be entitled to deliver a written notice (a "Buyout NoticeBUYOUT NOTICE") to each Management Investor (with a copy to Lockheed Xxxxxx) which shall state (i) the Stockholder stating that Xxxxxx proposes they propose to effect (or cause the Company to effect) such transaction, (ii) and specifying the identity name and address of the Third Partyproposed parties to such transaction, the number consideration payable in connection therewith, and attaching a copy of Shares to be sold all writings between the Major Stockholders (or the Company) and the proposed purchase price per Share other parties to be paid and any other such transaction necessary to establish the terms and conditions, and (iii) the projected closing date of such saletransaction. Each such Management Investor The Stockholder agrees that, upon receipt of a Buyout Notice, each such Management Investor (and his Permitted Transferees) it, he, or she shall be obligated to sell in such transaction that percentage of the total number of Shares held by such Management Investor (determined on it, him, or her and to use its, his or her best efforts to cause the basis set forth in Section 2.6(e)) equal to the percentage of the total number of Shares then held owned 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 Company to consummate the proposed transaction; provided, howeverincluding voting such Shares in favor of such transaction), that each such Management Investor PROVIDED, that, the Stockholder shall only be obligated as provided above in this Section 2.7 2.3 if each such Management Investor the Stockholder and its, his, or her Permitted Transferee receives the same per Share consideration as Xxxxxx the Major Stockholders and LBHI (and/or their Permitted Transferees); and provided further that all other stockholders selling shares of the Company 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 Transfereesthe Sale.

Bring-Along Right. (a) If at any time on or after In 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 event that Wellspring receives a Third Party other than an Affiliate in any bona fide arm'soffer from a Third-length transaction Party Purchaser to acquire (including an acquisition resulting from a merger) 50% or series more of related transactions and as a result its Shares and, at the time of such sale Xxxxxx and LBHI offer, Wellspring is then the beneficial owner (as determined in accordance with their Permitted Transferees would cease to own at least 35Rule 13d.3 under the Exchange Act) of more than 50% of the issued and Company's outstanding shares of Common Stock, then Xxxxxx shall have the right to deliver a Wellspring may give written notice (a the "Buyout Notice") to each Management Investor Non- Wellspring Party (with each, a copy "Bring-Along Shareholder") notifying such Party that it will be required to Lockheed Xxxxxxsell on the same terms and conditions as Wellspring a pro rata portion (based on such Party's record ownership of Shares) of such Party's Shares in such sale; provided, however, that Wellspring shall not have the right to deliver a Buyout Notice pursuant to this Section 4 (but shall instead be obligated to make a Tag-Along Offer pursuant to Section 3 hereof) if the terms and conditions of the transaction contemplate that the Bring-Along Shareholder would have any potential liability to the Third Party Purchaser (including indemnification liabilities or liabilities in respect of breaches of representations and warranties) in excess of the value of the consideration to be received by such Bring-Along Shareholder in such transaction; provided, further, that the limitation described in the foregoing proviso shall not apply to potential liabilities which shall state may be incurred by the Bring-Along Shareholder as a result of (i) that Xxxxxx proposes breach by a Bring-Along Shareholder of any representation or warranty concerning such Bring- Along Shareholder's legal power and authority to effect enter into the transaction and to deliver the shares to be sold by such transactionBring-Along Shareholder to the Third Party Purchaser free and clear of any lien or other encumbrance, or (ii) failure of such Bring- Along Shareholder to deliver to the Third Party Purchaser the shares to be sold by it to free and clear of any lien or other encumbrance (the liabilities described in clauses (i) and (ii) being the "Shareholder's Personal Liabilities"). The Buyout Notice shall (1) state that it is a being made pursuant to Section 4 of this Agreement, and (2) set out in reasonable detail information regarding the identity and financial strength (to the extent that such information has been made available to Wellspring by the Third Party Purchaser, it being understood that Wellspring shall not be under any duty to verify such information) of the Third Party, the number of Shares to be sold Party Purchaser and the proposed purchase price per Share to be paid offered consideration and any other material terms and conditions, and (iii) conditions to the projected closing date of such contemplated sale. Each such Management Investor agrees that, upon Upon receipt of a Buyout Notice, each such Management Investor (and his Permitted Transferees) Bring-Along Shareholder shall be obligated to (1) sell a pro rata portion of its Shares in such the transaction that percentage of (including a sale or merger) contemplated in the total number of Shares held by such Management Investor (determined Buyout Notice 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 same terms and conditions as Wellspring (including payment of its pro rata share of all costs associated with such transaction transaction) and (and 2) otherwise take all necessary action to cause the consummation of such transaction. Each Party hereby (A) agrees to take all actions (including executing documents) in connection with the consummation of the proposed transaction; providedtransaction as may reasonably be requested of it by Wellspring and (B) appoints Wellspring as its attorney-in-fact to do the same on its behalf. Each Party hereby agrees that any liabilities of the Parties to the Third Party Purchaser in a transaction resulting from a Buyout Notice, howeverother than a Shareholder's Personal Liabilities, that shall be shared by Wellspring and the Bring-Along Shareholders ratably, based on the consideration to be received by each such Management Investor shall only be obligated as provided above Party from the sale of its Shares in this Section 2.7 if such transaction, and each such Management Investor receives Party agrees to contribute to 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 other Parties to the extent required to make cause any representations or provide any indemnities other than on such liabilities to be shared in such proportion. Any sale pursuant to a proportionate basis Buyout Notice shall be bona fide and other than made pursuant to a contract entered into by Wellspring within ninety (90) days of the Buyout Notice. In the event a contract with respect to matters relating solely the transaction contemplated by the Buyout Notice has not been entered into within the 90-day period, the obligations of the Non-Wellspring Parties hereunder shall terminate. Wellspring shall be free at any time prior to Xxxxxx the consummation of the transaction contemplated by the Buyout Notice to abandon or terminate such transaction, and LBHI (and/or its Permitted Transferees), in such as representations as event Wellspring shall have no liability to title to Shares to be transferred by Xxxxxx and LBHI or their Permitted Transfereesany of the Non-Wellspring Parties.

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 an Other Xxxxxx Entity (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 (other than (i) the sale of a result number of such sale Shares which (in the aggregate with all other sales of Shares (other than to Permitted Transferees) following the Effective Date by Xxxxxx and LBHI with the Other Xxxxxx Entities (and their Permitted Transferees would cease Transferees)) is not in excess of 2,500,000 Shares (such number of Shares to own at least 35% be adjusted to account for any stock split, combination or similar event by the Company with respect to the Common Stock following the Effective Date) or (ii) sales within 120 days of the issued and outstanding Common Stockdate of this Agreement at or above the Purchase Price), 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 or ------------- the Other Xxxxxx Entity proposing to make such sale 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 its 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)and its Permitted Transferees) equal to the percentage of the total number of Shares then held in the aggregate by Xxxxxx, the Other Xxxxxx and LBHI Entities 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, including making representations and warranties (which may include representations and warranties regarding the Company) and providing indemnifications on a Proportionate Basis); 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 the Other Xxxxxx Entities (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 (i) other than on a proportionate basis Proportionate Basis and (ii) other than with respect to matters relating solely to Xxxxxx and LBHI the Other Xxxxxx Entities (and/or its Permitted Transferees), such as representations as to title to Shares to be transferred by Xxxxxx and LBHI the Other Xxxxxx Entities or their Permitted Transferees.

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 an Other Xxxxxx Entity (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 (other than 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 StockPublic Offering), 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 or the Other Xxxxxx Entity proposing to make such Transfer 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 (and his Permitted Transferees) (determined on the basis set forth in Section 2.6(e2.6(f)) equal to the percentage of the total number of Shares then held in the aggregate by Xxxxxx, the Other Xxxxxx and LBHI Entities 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, including making representations and warranties (e.g., as to title and absence of liens) and providing related ---- indemnifications relating to the Shares owned by such Management Investor (and his Permitted Transferees); 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 the Other Xxxxxx Entities (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. If General Atlantic Partners 41, L.P., a Delaware limited partnership (a"GAP LP"), GAP Coinvestment Partners, L.P., a New York limited partnership ("GAP Coinvestment"), Xxxx Xxxxx, Xxxxx Xxxxxxx, Xxxx Xxxxxx and Xxxxxxx Xxxx (the "EXE Stockholders" and collectively with GAP LP and GAP Coinvestment, the "Major Stockholders") If at any time on shall have received a bona fide offer from a person or after the first anniversary other entity that is not an affiliate of the Effective Date and prior a Major Stockholder (or shall have entered into a bona fide written agreement with such person or entity) relating to the consummation sale to such person or entity 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 all 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% substantially all of the issued and outstanding Common Stocksecurities of the Company held by the Major Stockholders (the "Sale"), then Xxxxxx the Major Stockholders shall have the right be entitled to deliver a written notice (a "Buyout Notice") to each Management Investor (with a copy to Lockheed Xxxxxx) which shall state (i) the Stockholder stating that Xxxxxx proposes they propose to effect (or cause the Company to effect) such transaction, (ii) and specifying the identity name and address of the Third Partyproposed parties to such transaction, the number consideration payable in connection therewith, and attaching a copy of Shares to be sold all writings between the Major Stockholders (or the Company) and the proposed purchase price per Share other parties to be paid and any other such transaction necessary to establish the terms and conditions, and (iii) the projected closing date of such saletransaction. Each such Management Investor The Stockholder agrees that, upon receipt of a Buyout Notice, each such Management Investor (and his Permitted Transferees) it, he, or she shall be obligated to sell in such transaction that percentage of the total number of Shares held by such Management Investor (determined on it, him, or her and to use its, his or her best efforts to cause the basis set forth in Section 2.6(e)) equal to the percentage of the total number of Shares then held owned 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 Company to consummate the proposed transaction; provided, howeverincluding voting such Shares in favor of such transaction), that each such Management Investor PROVIDED, that, the Stockholder shall only be obligated as provided above in this Section 2.7 2.2 if each such Management Investor the Stockholder and its, his, or her Permitted Transferee receives the same per Share consideration as Xxxxxx the Major Stockholders and LBHI (and/or their Permitted Transferees); and provided further that all other stockholders selling shares of the Company 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 Transfereesthe Sale.

Bring-Along Right. (a) If at any time on the Company or after the first anniversary one or more of the Effective Date and prior to the consummation of Existing Stockholders receives a bona fide offer from a person or persons not then an Initial Public Offering, Xxxxxx and/or LBHI Affiliate or Affiliates (and/or their Permitted Transferees) proposes to sell Shares to a "Third Party other Purchaser") to purchase Capital Stock representing more 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 3550% of the issued and total number of shares of Common Stock then outstanding Common Stockon a Fully Diluted Basis, then Xxxxxx the Company shall have the right to deliver a written notice (a "Buyout Notice") to each Management Investor (with a copy to Lockheed Xxxxxx) the Manager which shall state (i) that Xxxxxx proposes the Company or such Existing Stockholders propose 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 share of Capital Stock to be paid and any other terms and conditionsby the Third Party Purchaser, and (iii) the projected closing date name or names of the Third Party Purchaser, and which attaches a copy of all writings between the Company or such Existing Stockholders and the other parties to such transaction necessary to establish the terms of such saletransaction. Each such Management Investor The manager agrees that, upon receipt of a Buyout Notice, each such Management Investor (and his Permitted Transferees) the Manager shall be obligated to sell in such transaction that a percentage of the total number Manager's shares of Shares held by such Management Investor (determined on the basis set forth in Section 2.6(e)) Stock 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 Bring Along Percentage (as defined below) upon the terms and conditions of such transaction (and otherwise take all necessary action to cause consummation of the proposed transaction); providedPROVIDED, howeverHOWEVER, that each such Management Investor the Manager shall only be obligated as provided above in this Section 2.7 5 if each such Management Investor (i) more than 50% of the total number of shares of Common Stock then outstanding on a Fully Diluted Basis actually is sold to the Third Party Purchaser pursuant to the terms contained in the Buyout Notice, (ii) the manager receives the same per Share share (or per share equivalent) consideration as Xxxxxx such Existing Stockholders receive in the transaction and LBHI (and/or their Permitted Transferees); iii) the consideration received by the Manager is in the form of cash or a combination of cash and provided further securities that will become freely tradable in no event the public securities markets within 180 days of receipt of such consideration by the Manager. The Bring Along Percentage shall any Management Investor be required to make any representations or provide any indemnities other than the percentage of the total number of shares of Common Stock outstanding on a proportionate basis and other Fully Diluted Basis that is actually sold to the Third Party Purchaser pursuant to the terms contained in the Buyout Notice; provided that if, after giving effect to such sale, the Existing Stockholders would own not more than with respect to matters relating solely to Xxxxxx and LBHI (and/or its Permitted Transferees)twenty percent of the fully-diluted common equity interests in the Company, such as representations as to title to Shares to the Bring Along Percentage shall be transferred by Xxxxxx and LBHI or their Permitted Transfereesone hundred percent.

Bring-Along Right. (a) If at any time on the Company or after the first anniversary one or more of the Effective Date and prior to Existing Stockholders receives a bona fide offer from a person or persons not then an Affiliate or Affiliates of the consummation of an Initial Public Offering, Xxxxxx and/or LBHI Company or such Existing Stockholders (and/or their Permitted Transferees) proposes to sell Shares to a "Third Party other Purchaser") to purchase Capital Stock representing more 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 3550% of the issued and total number of shares of Common Stock then outstanding Common Stockon a Fully Diluted Basis, then Xxxxxx the Company shall have the right to deliver a written notice (a "Buyout Notice") to each Management Investor (with a copy to Lockheed Xxxxxx) the Purchaser which shall state (i) that Xxxxxx proposes the Company or such Existing Stockholders propose 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 share of Capital Stock to be paid and any other terms and conditionsby the Third Party Purchaser, and (iii) the projected closing date name or names of the Third Party Purchaser, and which attaches a copy of all writings between the Company or such Existing Stockholders and the other parties to such transaction necessary to establish the terms of such saletransaction. Each such Management Investor The Purchaser agrees that, upon receipt of a Buyout Notice, each such Management Investor (and his Permitted Transferees) the Purchaser shall be obligated to sell in such transaction that a percentage of the total number its shares of Shares held by such Management Investor (determined on the basis set forth in Section 2.6(e)) Common Stock 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 Bring Along Percentage (as defined below) 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 the Purchaser shall only be obligated as provided above in this Section 2.7 8.6 if each such Management Investor (i) more than 50% of the total number of shares of Common Stock then outstanding on a Fully Diluted Basis actually is sold to the Third Party Purchaser pursuant to the terms contained in the Buyout Notice, (ii) the Purchaser receives the same per Share share (or per share equivalent) consideration as Xxxxxx the Company or such Existing Stockholders receive in the transaction and LBHI (and/or their Permitted Transferees)iii) the consideration received by the Purchaser is in the form of cash or a combination of cash and securities that will become freely tradable in the public securities markets within 180 days of receipt of such consideration by the Purchaser. The Bring Along Percentage shall be the percentage of the total number of shares of Common Stock outstanding an a Fully Diluted Basis that is actually sold to the Third Party Purchaser pursuant to the terms contained in the Buyout Notice; and provided further that if, after giving effect to such sale, the Existing Stockholders would own not more than twenty percent of the fully-diluted common equity interests in no event the Company, the Bring Along Percentage 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 Transfereesone hundred percent.

Bring-Along Right. (a) If at any time on time, the Quadrangle Investors shall vote or after the first anniversary of the Effective Date and prior otherwise enter into an agreement to the consummation of an Initial Public Offering, Xxxxxx and/or LBHI (and/or their Permitted Transfereesi) 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 3550% of the issued shares of Preferred Stock held by the Quadrangle Investors on the date hereof, as adjusted for stock splits, dividends, mergers and outstanding Common Stockrecapitalizations, to persons who are not affiliated with the Quadrangle Investors, or (ii) enter into a transaction pursuant to which the Company agrees to merge with or into another entity or agrees to sell all or substantially all of the assets of the Company (in each case a "Corporate Transaction"), then Xxxxxx the Quadrangle Investors may require that each Stockholder sell its "pro rata portion" of the Securities owned by such Stockholder, to such person or group of persons at the same price per share and on the same terms and conditions as are applicable to the proposed sale by the Quadrangle Investors and/or vote such Securities in favor of the Corporate Transaction; provided, that the Stockholders shall have the right not be required in connection with any such Corporate Transaction to deliver make any representation, warranty or covenant other than a written notice (a "Buyout Notice") representation as to each Management Investor (with a copy to Lockheed Xxxxxx) which shall state (i) that Xxxxxx proposes such Stockholder's power and authority to effect such transaction, (ii) sale and as to such Stockholder's title to the identity of the Third Party, the number of Shares Securities to be sold and the proposed purchase price per Share to be paid sold, and any other terms and conditions, and (iii) the projected closing date indemnification obligations 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 Stockholder with respect to matters relating solely such representations, warranties, or covenants shall be several and not joint. Each Stockholder hereby grants to Xxxxxx the President of the Company an irrevocable proxy, coupled with an interest, to vote all Securities owned by such Stockholder and LBHI (and/or to take such other actions to the extent necessary to carry out the provisions of this Section 3.2 in the event of any breach by such Stockholder of its Permitted Transferees), such as representations as obligations hereunder. There shall be no right of first refusal and Section 2.1 shall not apply to title to Shares to be transferred by Xxxxxx and LBHI or their Permitted Transfereesthis Section 3.2.