Common use of Bring-Along Rights Clause in Contracts

Bring-Along Rights. (a) If any Acquiring Stockholder at any time, or from time to time, in one transaction or a series of related transactions, proposes to Transfer shares of Common Stock to one or more Persons that is (i) not an Affiliate of such Acquiring Stockholder or (ii) is an Operating Affiliate (for such purposes an Operating Affiliate will not be deemed to be an Affiliate) (both (i) and (ii) being a “Third Party Purchaser”), then the Acquiring Stockholder(s) shall have the right (a “Bring-Along Right”), but not the obligation, and subject to the provision of Section 2(e) below, to require each Management Stockholder to tender for purchase to the Third Party Purchaser, on the same terms and conditions as apply to the selling Acquiring Stockholder(s), all or any portion of a number of shares of Common Stock and Options (including any Options that vest as a result of the consummation of the Transfer to the Third Party Purchaser) that, in the aggregate, equal the lesser of (A) the number derived by multiplying (1) the total number of shares of Common Stock owned by the Management Stockholder (including shares of Common Stock issuable in respect of all Options held by any Management Stockholder, whether or not exercised, and including any Options that vest as a result of the consummation of the Transfer to the Third Party Purchaser); by (2) a fraction, the numerator of which is the total number of shares of Common Stock to be sold by the Acquiring Stockholder(s) in connection with the transaction or series of related transactions and the denominator of which is the total number of the then outstanding shares of Common Stock held by all Acquiring Stockholder(s); or (B) the number of shares of Common Stock as the Acquiring Stockholder(s) shall designate in the Bring-Along Notice (as defined below); provided, however, all Bring-Along Rights will be exercised on a pro rata basis among the Management Stockholders based upon their relative holdings of Common Stock and Options.

Bring-Along Rights. (a) If Holdings LLC (or, following any Acquiring Stockholder liquidation or dissolution of Holdings LLC, holders of 51% or more of the outstanding shares of Dex Capital Stock) (such party, the "Seller Party") at any time, or from time to time, in one transaction or a series of related transactions, proposes to Transfer shares of Common Dex Capital Stock (or rights to acquire Dex Capital Stock) to one or more Persons that is (i) not an Affiliate of such Acquiring Stockholder or (ii) is an Operating Affiliate (for such purposes an Operating Affiliate will not be deemed to be an Affiliate) (both (i) and (ii) being a “"Third Party Purchaser”"), then the Acquiring Stockholder(s) Seller Party shall have the right (a “"Bring-Along Right”"), but not the obligation, and subject to the provision of Section 2(e) below, to require each Management Stockholder to tender for purchase to the Third Party Purchaser, on the same terms and conditions as apply to the selling Acquiring Stockholder(s)Seller Party, all or any portion of a number of shares of Common Stock Restricted Shares and Vested Options (including any Options options that vest as a result of the consummation of the Transfer to the Third Party Purchaser) that, in the aggregate, equal the lesser of (A) the number derived by multiplying (1) the total number of shares of Common Stock Restricted Shares owned by the Management Stockholder (including shares of Common Stock Restricted Shares issuable in respect of all Vested Options held by any the Management Stockholder, Stockholder whether or not exercised, exercised and including any Options options that vest as a result of the consummation of the Transfer to the Third Party Purchaser); by (2) a fraction, the numerator of which is the total number of shares of Common Dex Capital Stock to be sold by the Acquiring Stockholder(s) Seller Party in connection with the transaction or series of related transactions and the denominator of which is the total number of the then outstanding shares of Common Dex Capital Stock and Vested Options held by all Acquiring Stockholder(s)the Seller Party; or (B) the number of shares of Common Stock as the Acquiring Stockholder(s) Seller Party shall designate in the Bring-Along Notice (as defined below); provided, however, all Bring-Along Rights will be exercised on a pro rata basis among the Management Stockholders based upon their relative holdings of Common Stock and Options.

Bring-Along Rights. (a) If any Acquiring Stockholder at any timeIf, by vote or from time to timewritten consent, in one transaction or a series of related transactions, proposes to Transfer shares of Common Stock to one or more Persons that is (i) not an Affiliate the Board of such Acquiring Stockholder or Directors, (ii) is an Operating Affiliate the holders of at least a majority of the voting power (for such purposes an Operating Affiliate will not be deemed to be an Affiliate) (both (i) and (ii) being a “Third Party Purchaser”), then determined as set forth in the Acquiring Stockholder(s) shall have the right (a “Bring-Along Right”), but not the obligation, and subject to the provision third sentence of Section 2(eA.6(a) below, to require each Management Stockholder to tender for purchase to the Third Party Purchaser, on the same terms and conditions as apply to the selling Acquiring Stockholder(s), all or any portion of a number of shares of Common Stock and Options (including any Options that vest as a result Article III of the consummation of the Transfer to the Third Party PurchaserCertificate) that, in the aggregate, equal the lesser of (A) the number derived by multiplying (1) the total number of shares of Common Stock owned by the Management Stockholder (including shares of Common Stock issuable in respect of all Options held by any Management Stockholder, whether or not exercised, and including any Options that vest as a result of the consummation of the Transfer to the Third Party Purchaser); by (2) a fraction, the numerator of which is the total number of shares of Common Stock to be sold by the Acquiring Stockholder(s) in connection with the transaction or series of related transactions and the denominator of which is the total number of the then outstanding shares of Common Stock held the Series A Preferred Stock, voting or consenting as a separate class, (iii) the holders of at least two-thirds of the voting power (determined as set forth in the third sentence of Section A.6(a) of Article III of the Certificate) of the then outstanding shares of the B Preferred Stock, voting or consenting together as a separate class, and (iv) the holders of at least fifty-five percent (55%) of the voting power (determined as set forth in the third sentence of Section A.6(a) of Article III of the Certificate) of the then outstanding shares of the Senior C Preferred Stock, voting or consenting together as a separate class (the holders referred to in the foregoing clauses (ii), (iii) and (iv) of this Section 3.14(a) being referred to herein, collectively, as the "Approving Investors"), approve a change of control of the Corporation pursuant to which any bona fide unaffiliated third party proposes to acquire all or substantially all of the assets or all or substantially all of the capital stock of the Corporation, whether by purchase, merger, consolidation, share exchange, sale of assets, exclusive license or otherwise (an "Approved Sale"), the Approving Investors shall provide all Acquiring Stockholder(s); other Investors who are not Approving Investors and each Original Stockholder (collectively, the "Remaining Stockholders") at least ten (10) days advance notice of such Approved Sale, which notice shall include a reasonably detailed description of the Approved Sale, including the proposed time and place of closing, the consideration to be received by the Remaining Stockholders, and any other material terms. For the avoidance of doubt, in the event that any Canadian Investor is not an Approving Investor, such Canadian Investor shall be deemed a Remaining Stockholder for the purposes of this Section 3.14. The Remaining Stockholders shall consent to, vote for and raise no objections to the Approved Sale, and (i) the Remaining Stockholders shall waive any dissenters rights, appraisal rights or similar rights, if any, in connection with such merger, consolidation or asset sale, or (Bii) if the number Approved Sale is structured as a sale of the stock of the Corporation, the Remaining Stockholders shall agree to sell all of their shares of Common Stock as capital stock of the Acquiring Stockholder(s) shall designate Corporation on the terms and conditions approved by the Approving Investors, provided such terms do not provide that the Remaining Stockholders would receive less than the amount that would be distributed to such Remaining Stockholders in the Bring-Along Notice (as defined below)event the proceeds of the Approved Sale were distributed in accordance with the Restated Certificate; provided, however, that in the event that (a) any Canadian Investor is a Remaining Stockholder and (b) such Canadian Investor has not exercised the Put Right, then such Canadian Investor shall agree to sell all Bringof its shares of capital stock of ABI Canada on the terms and conditions approved by the Approving Investors. The Remaining Stockholders shall take all reasonably necessary and desirable actions requested by the Approving Investors in connection with the consummation of the Approved Sale, including the execution of such agreements and such instruments (collectively, the "Sale Documents") and other actions reasonably necessary to (i) effectuate the Approved Sale, including (only in the case that a third party requires both the Corporation and all of the Approving Investors and the Remaining Stockholders to individually sign such Sale Documents) making such customary representations, warranties, indemnities, covenants, conditions, escrow agreements and other customary agreements relating to such Approved Sale (provided that each Remaining Stockholder's aggregate liability pursuant to the Sale Documents or otherwise in connection with the Approved Sale shall be limited to the value of the consideration received by each such Remaining Stockholder on account of the Approved Sale) and (ii) effectuate the agreed-Along Rights will be exercised on a pro rata basis among upon allocation and distribution of the Management Stockholders based aggregate consideration upon their relative holdings of Common Stock and Optionsthe Approved Sale.

Bring-Along Rights. (a) If any Acquiring Stockholder the Frio Stockholders at any time, or from time to time, in one transaction or a series of related transactions, proposes propose to Transfer shares any class of Common Stock Equity Securities (or rights to acquire Equity Securities ) to one or more Persons that is (i) not an Affiliate of such Acquiring Stockholder or (ii) is an Operating Affiliate (for such purposes an Operating Affiliate will not be deemed to be an Affiliate) (both (i) and (ii) being a “Third Party Purchaser”), then the Acquiring Stockholder(s) Frio Stockholders shall have the right (a “Bring-Along Right”), but not the obligation, and subject to the provision of Section 2(e) below, to require each Management Stockholder to tender for purchase to the Third Party Purchaser, on the same terms and conditions as apply to the selling Acquiring Stockholder(s)Frio Stockholders, all or any portion of a number of shares Restricted Shares of such class and, in the case of a Transfer of Common Stock and Stock, Vested Options (including any Options options that vest as a result of the consummation of the Transfer to the Third Party Purchaser) that, in the aggregate, equal the lesser of (A) the number derived by multiplying (1) the total number of shares Restricted Shares of Common Stock such class owned by the Management Stockholder (including in the case of a Transfer of Common Stock, shares of Common Stock issuable in respect of all Vested Options held by any the Management Stockholder, Stockholder whether or not exercised, exercised and including any Options options that vest as a result of the consummation of the Transfer to the Third Party Purchaser); by (2) a fraction, the numerator of which is the total number of shares of Common Stock Equity Securities of such class to be sold by the Acquiring Stockholder(s) Frio Stockholders in connection with the transaction or series of related transactions and the denominator of which is the total number of the then outstanding Equity Securities of such class (including shares issuable upon the exercise of Common Stock rights to acquire Equity Securities of such class) held by all Acquiring Stockholder(s)the Frio Stockholders; or (B) the number of shares of Common Stock as the Acquiring Stockholder(s) Frio Stockholders shall designate in the Bring-Along Notice (as defined below); provided. Notwithstanding the foregoing, however, all the obligation of the Management Stockholders with respect to the Bring-Along Rights will are subject to the satisfaction of the following conditions: (i) all holders of a class of securities receive the same consideration per share, and to the extent that any such holder is provided an election as to the form or type of consideration to be exercised on a pro rata basis among received, all holders of such class of security are provided the same election, (ii) each of the Management Stockholders based will be given an opportunity to exercise all of such Management Stockholder’s stock options that are vested and exercisable as of the date of the consummation of the transaction which is the subject of such Bring-Along Notice and participate in such sale as Holders of such class and type of securities issuable upon their relative holdings exercise of Common such vested stock options, (iii) the Management Stockholders shall not be required to make any representations, warranties, indemnities or other agreements which are different from those made by the Frio Stockholders, (iv) no Management Stockholder shall have any indemnification obligation with respect to any class of securities sold in such transaction which is disproportionate with the indemnity obligations of other selling stockholders holding securities of the same class, (v) no Management Stockholder shall have any indemnification obligation in excess of the net proceeds received by such Management Stockholder in such transaction and (vi) the holders of Preferred Stock and Optionsdo not receive consideration in an amount per share in excess of the amount that each share of Preferred Stock would be entitled to receive in connection with a liquidation of the Company as of the date of the applicable Transfer.

Bring-Along Rights. (a) If any Acquiring Stockholder at any time, one or from time to timemore Carlyle Stockholders, in one transaction or a series of related transactionstransactions that would constitute both a Company Sale and a Change in Control (as defined in the Company Rollover Stock Plan), proposes propose(s) to Transfer shares of Common Stock any Securities to one or more Persons that is (i) not other than an Affiliate of the Carlyle Stockholders (each such Acquiring Stockholder or (ii) is an Operating Affiliate (for such purposes an Operating Affiliate will not be deemed to be an Affiliate) (both (i) and (ii) being Person, a “Third Party Purchaser”), then the Acquiring Stockholder(s) Carlyle Stockholders shall have the right (a “Bring-Along Right”), but not the obligation, and subject to the provision of Section 2(e) below, to require each Management Executive Stockholder that is an Executive Stockholder both upon receipt of the Bring-Along Notice (defined below) and upon the closing of the proposed Transfer to tender for purchase sell to the Third Party PurchaserPurchaser(s), on the same terms Same Terms and conditions Conditions as apply to the selling Acquiring Stockholder(s)Carlyle Stockholders exercising their Bring-Along Right, all or any portion of a that number of shares of Common Stock and Options Securities equal to (including any Options that vest as a result of the consummation of the Transfer to the Third Party Purchaser) that, in the aggregate, equal the lesser of (A) the number derived by multiplying (1i) the total number of shares of Common Stock Securities owned by the Management such Executive Stockholder (including shares of Common Stock issuable in respect of all Options held by any Management Stockholder, whether or not exercised, and including any Options that vest as a result of the consummation of the Transfer to the Third Party Purchaser); multiplied by (2ii) a fraction, (A) the numerator of which is the total number of shares of Common Stock Securities to be sold by the Acquiring Stockholder(s) Carlyle Stockholders in connection with the such transaction or series of related transactions and (B) the denominator of which is the total number of the then outstanding shares of Common Stock Securities collectively held by all Acquiring Stockholder(s); or Carlyle Stockholders. Notwithstanding anything to the contrary in this Section 4, if the Carlyle Stockholders require an Executive Stockholder to sell any Company Options issued under the Company Rollover Stock Plan to a Third Party Purchaser pursuant to this Section 4, such Executive Stockholder (Band, if applicable, a Permitted Transferee and/or Related Trust of such Executive Stockholder) the shall also sell, for no additional consideration, a corresponding number of shares of Common Company Special Voting Stock as the Acquiring Stockholder(s) shall designate in the Bring-Along Notice (as defined below); provided, however, all Bring-Along Rights will be exercised on a pro rata basis among the Management Stockholders based upon their relative holdings of Common Stock and Optionsto such Third Party Purchaser.

Bring-Along Rights. (a) If any Acquiring Stockholder at any timeon or after the earlier of (i) the second anniversary of the date hereof and (ii) the date that Xxxxxxx X. Xxxxx ceases to be Chief Executive Officer of the Company, one or from time to timemore Carlyle Stockholders, in one transaction or a series of related transactions, proposes propose to Transfer fifty percent (50%) or more of the outstanding shares of Common Stock to one or more Persons that is other than Affiliates, partners, members or stockholders of the Carlyle Stockholders (i) not an Affiliate of each such Acquiring Stockholder or (ii) is an Operating Affiliate (for such purposes an Operating Affiliate will not be deemed to be an Affiliate) (both (i) and (ii) being Person, a “"Third Party Purchaser”"), then the Acquiring such Carlyle Stockholder(s) shall have the right (a “"Bring-Along Right”") upon delivery of the Bring-Along Notice (defined below), but not the obligation, and obligation (subject to the provision of Section 2(e) below3 hereof), to require each Management Stockholder all, but not less than all, of the Service Provider Stockholders to tender for purchase to the Third Party PurchaserPurchaser(s), on the same terms and conditions as apply to the selling Acquiring Carlyle Stockholder(s) (provided, however, that (i) in the event that the Carlyle Stockholder(s) are granted the right to appoint any director or directors of any Person in connection with such Transfer, the Carlyle Stockholder(s) shall be entitled to designate such member or members of the board of directors of such Person and (ii) in the event that any portion of the consideration payable to the Carlyle Stockholder(s) in connection with such Transfer is in a form other than cash, and the Third Party Purchaser notifies the Carlyle Stockholders that the Third Party Purchaser desires to provide to the Service Provider Stockholders consideration solely in cash in lieu of the non-cash consideration to be provided to the Carlyle Stockholder(s), all or any portion then, at the election of the Carlyle Stockholder(s), the consideration payable to such Service Provider Stockholders in connection with such Transfer may consist solely of cash, in an amount per share equal to the fair market value (determined based on the manner in which the value of the non-cash consideration was determined in connection with such transaction) of the per share consideration received by the Carlyle Stockholder(s)), a number of shares of Common Stock and Options Restricted Securities (including any Options options that vest as a result of the consummation of the such Transfer to the such Third Party PurchaserPurchaser(s)) that, in the aggregate, equal the lesser of (A) the number derived by multiplying (1A) the total number of shares of Common Stock Restricted Securities owned by the Management such Service Provider Stockholder (including shares of Common Stock issuable in respect of all Options held by any Management Stockholder, whether or not exercised, and including any Options options that vest as a result of the consummation of the such Transfer to the such Third Party PurchaserPurchaser(s)); by (2B) a fraction, the numerator of which is the total number of shares of Common Stock to be sold by the Acquiring Carlyle Stockholder(s) in connection with the such transaction or series of related transactions transactions, and the denominator of which is the total number of the then then-outstanding shares of Common Stock collectively held by all Acquiring the Carlyle Stockholder(s); provided that the Bring-Along Right may be exercised by the Carlyle Stockholder(s) prior to the earlier of (i) the second anniversary of the date hereof and (ii) the date that Xxxxxxx X. Xxxxx ceases to be Chief Executive of the Company, if Xxxxxxx X. Xxxxx or (B) any of his Permitted Transferees are transferring shares of Common Stock in such transaction or series of related transactions or consent in writing to such exercise of the Bring-Along Right. For purposes of this Section 2 and Section 3 hereof, the phrase "number of Restricted Securities" held by any Person or group of Persons shall mean the number of Restricted Shares held by such Person or group of Persons plus the number of shares of Common Stock as the Acquiring Stockholder(s) shall designate in the Bring-Along Notice (as defined below); provided, however, all Bring-Along Rights will be exercised on a pro rata basis among the Management Stockholders based issuable upon their relative holdings exercise of Common Stock and OptionsVested Options held by such Person or group of Persons.

Bring-Along Rights. (a) If any Acquiring Stockholder at any timeIf, on or from time after the earlier of (i) the second anniversary of the date hereof and (ii) the date that Executive ceases to timebe Chief Executive Officer of the Company (the earlier of the date referred to in the preceding clauses (i) and (ii) being referred to as the "Bring-Along Date"), one or more Stockholders, in one transaction or a series of related transactions, proposes to Transfer shares fifty percent (50%) or more of Common Stock the Shares then collectively held by all Stockholders to one or more Persons that is other than Permitted Transferees (i) not an Affiliate of each such Acquiring Stockholder or (ii) is an Operating Affiliate (for such purposes an Operating Affiliate will not be deemed to be an Affiliate) (both (i) and (ii) being Person, a “"Third Party Purchaser”"), then such Stockholder(s) (the Acquiring "Transferring Stockholder(s)") shall have the right (a “"Bring-Along Right”"), but not the obligation, and obligation (subject to the provision of Section 2(e) below3 hereof), to require each Management other Stockholder (each, a "Selling Stockholder") to tender for purchase to the Third Party PurchaserPurchaser(s), on the same terms and conditions as apply to the selling Acquiring Transferring Stockholder(s)) (provided, all or however, that (i) in the event that the Transferring Stockholder(s) are granted the right to appoint only one director of any Person in connection with such Transfer, the Transferring Stockholders shall be entitled to designate such member of the board of directors of such Person and (ii) in the event that any portion of the consideration payable in connection with such Transfer is in a form other than cash and Executive refuses to accept such non-cash consideration pursuant to Section 2(h), at the election of the Transferring Stockholders, the consideration payable to Executive in connection with such Transfer may consist solely of cash in an amount per share equal to the fair market value (determined based on the manner in which the value of the non-cash consideration was determined in connection with such transaction) of the per share consideration received by the Transferring Stockholders), a number of shares of Common Stock and Options Equity Securities (including any Options options that vest as a result of the consummation of the such Transfer to the such Third Party PurchaserPurchaser(s)) that, in the aggregate, equal the lesser of (A) the number derived by multiplying (1A) the total number of shares of Common Stock Equity Securities owned by the Management such Selling Stockholder (including shares of Common Stock issuable in respect of all Options held by any Management Stockholder, whether or not exercised, and including any Options options that vest as a result of the consummation of the such Transfer to the such Third Party PurchaserPurchaser(s)); by (2B) a fraction, the numerator of which is the total number of shares of Common Stock to be sold by the Acquiring such Transferring Stockholder(s) in connection with the such transaction or series of related transactions transactions, and the denominator of which is the total number of the then then-outstanding shares of Common Stock collectively held by all Acquiring the Transferring Stockholder(s); . For purposes of this Section 2 and Section 3 hereof, the phrase "number of Equity Securities" held by any Person or (B) group of Persons shall mean the number of Shares held by such Person or group of Persons plus the number of shares of Common Stock as the Acquiring Stockholder(s) shall designate in the Bring-Along Notice (as defined below); provided, however, all Bring-Along Rights will be exercised on a pro rata basis among the Management Stockholders based issuable upon their relative holdings exercise of Common Stock and OptionsVested Options held by such Person or group of Persons.