Common use of Bring-Along Rights Clause in Contracts

Bring-Along Rights. (a) If any Carlyle 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 not an Affiliate of the Initial Carlyle Stockholders (a "THIRD PARTY PURCHASER"), then the Carlyle Stockholder(s) shall have the right (a "BRING-ALONG RIGHT"), but not the obligation, 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 Carlyle Stockholder(s), a number of Restricted Shares and Vested 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 Restricted Shares owned by the Management Stockholder (including Restricted Shares issuable in respect of all Vested Options held by the 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 Carlyle 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 Carlyle Stockholders(s); or (B) the number of shares as the Carlyle Stockholder(s) shall designate in the Bring-Along Notice (as defined below).

Bring-Along Rights. (a) If any Carlyle Tenaska 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 and/or shares of preferred stock convertible into Common Stock in one, or a series of related, arm’s length transactions to one or more Persons who are bona fide third party purchasers (each, a “Third Party Purchaser”) that is not an Affiliate of the Initial Carlyle Stockholders (a "THIRD PARTY PURCHASER")Tenaska Stockholder, then the Carlyle Tenaska Stockholder(s) shall have the right (a "BRING“Bring-ALONG RIGHT"Along Right”), but not the obligation, 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 Carlyle Tenaska Stockholder(s), a number of Restricted Securities (and any Equity Plan Shares and that would otherwise be deliverable in connection with Vested Options (including any options that vest as a result of the consummation of the Transfer to the Third Party PurchaserAwards in such transaction) that, in the aggregate, equal the lesser of (A) the number derived by multiplying (1) the total number of Restricted Shares Securities owned by the Management Stockholder (including Restricted Equity Plan Shares issuable in respect of all Vested Options held Awards by the Management Stockholder whether or not exercised and including any options SARs and RSUs 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 Carlyle Tenaska 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 (including all shares of preferred stock, measured on an as-if converted basis) held by all Carlyle Stockholders(s); or (B) the number of shares as the Carlyle Tenaska Stockholder(s) shall designate in the Bring-Along Notice (as defined below).

Bring-Along Rights. (a) If any Carlyle Stockholder Shareholder 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 not an Affiliate of the Initial Carlyle Stockholders persons or entities (a "THIRD PARTY PURCHASER"“Third Party Purchaser”), then the Carlyle Stockholder(sShareholder(s) shall have the right (a "BRING“Bring-ALONG RIGHT"Along Right”), but not the obligation, to require each Management Stockholder Employee Shareholder to tender for purchase to the Third Party Purchaser, at the same price per share of Common Stock and on the same terms and conditions as apply to the selling Carlyle Stockholder(sShareholder(s), a number of Restricted Shares and Vested Options (including any such options that vest as a result of the consummation of the such Transfer to the such Third Party Purchaser) that, in the aggregate, equal the lesser of (Ax) the number derived by multiplying (1i) the total number of Restricted Shares owned by the Management Stockholder such Employee Shareholder (including Restricted Shares issuable in respect of all Vested Options held by the Management Stockholder such Employee Shareholder whether or not then exercised and including any such options that vest as a result of the consummation of the such Transfer to the such Third Party Purchaser); ) by (2ii) a fraction, the numerator of which is the total number of shares of Common Stock to be sold by the such Carlyle Stockholder(sShareholder(s) in connection with the such 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 Carlyle Stockholders(sShareholders(s); , or (By) the such lesser number of shares as the such Carlyle Stockholder(sShareholder(s) shall designate in the Bring-Along Notice (as defined below).