Come Along. If any Stockholder proposes to transfer Voting Shares in a Co-Sale Transfer (the "Selling Stockholder"), it shall give notice of such proposed sale (the "Sale Notice") to the Company and the other Stockholders (the "Other Stockholders"), which notice shall set forth at least the name and address of the proposed transferee (the "Buyer") and the price and terms of such proposed sale. Any of the Other Stockholders shall then be entitled to give, within 20 days after the giving of such Sale Notice, a counter-notice to the Company, the Selling Stockholder, and to the Buyer at the address specified in the Sale Notice, that it elects to have the Buyer choose to purchase the number of Voting Shares owned by such Other Stockholder (and the Voting Shares of his, her or its Related Transferees, if any) equal to (i) the number of Voting Shares held by such Other Stockholder and his, her or its Related Transferees, if any, multiplied by (ii) a fraction, the numerator of which is the number of Voting Shares proposed to be acquired by the Buyer from the Selling Stockholder and the denominator of which is the total number of Voting Shares held by the Selling Stockholder (before giving effect to the proposed sale to the Buyer), at the same price and upon the same terms and conditions as contained in the Sale Notice. In the event any Other Stockholder makes the aforesaid election, the Buyer shall purchase and such Other Stockholder (and his, her or its Related Transferees, if any) shall sell such number of Voting Shares owned (or deemed owned) by them at the same price and upon the same terms and conditions as contained in the Sale Notice; provided, that if the Buyer is not willing to purchase the total number of Voting Shares held by the Selling Stockholder and the Other Stockholders who have elected to participate in such sale, the Buyer shall purchase that number of Voting Shares that it wishes to purchase (but not less than the number set forth in the Sale Notice), and the Selling Stockholder and the Other Stockholders shall each sell that number of Voting Shares to the Buyer equal to the product of (x) the aggregate number of Voting Shares to be purchased by the Buyer and (y) a fraction, the numerator of which is the number of Voting Shares then owned by such Stockholder, and the denominator of which is the aggregate number of Voting Shares owned by the Selling Stockholder and the Other Stockholders who have elected to participate in such sale.
Come Along. 13.1. Subject to clause 9 (Disposal of Equity Interest) and clause 10 (Pre-emption), if a bona fide third party offers to purchase all of the Equity Interest of all the Shareholders on identical pro rata terms, and a Shareholder holding 51% (fifty-one percent) or more of the Shares wishes to accept such offer (“Majority Shareholder”) in respect of its Equity Interest (“Come Along Equity Interest”) (after first having complied with the relevant provisions of clause 10 (Pre-emption) and the other Shareholders having refused the offer made to them in terms thereof), then the Majority Shareholder shall be entitled, on written notice to the other Shareholders (“Come Along Notice”), to require the other Shareholders to accept the offer from the relevant bona fide third party and upon delivery (or deemed delivery) of the aforesaid notice, each of the other Shareholders shall be obliged to sell, and shall be deemed to have accepted the offer, in respect of all of its Equity Interest to the relevant bona fide third party at the same price, and on the same terms and conditions, applicable to the Come Along Equity (including the provision of warranties by all sellers of the Equity Interest, except that the Shareholders other than the Majority Shareholder shall only be required to provide warranties confirming the title and ownership of their Shares and no other warranties). For the purposes of this clause, a “bona fide third party” shall not include any transferee contemplated in clause 9.2.
13.2. Completion of the sale and purchase of all Equity Interest as contemplated in clause 13.1 must take place as soon as possible after the Come Along Notice has been duly delivered to the relevant Shareholders (or as soon thereafter as any necessary legal or Regulatory Approvals pursuant to clause 12 (Regulatory Approvals) have been finally obtained), mutatis mutandis, on the same terms and conditions as set out in clause 10.2.
13.3. The provisions of this clause 13 (Come Along) will not apply to any Equity Interest held by any Shareholder in circumstances where any Deemed Offer Event has occurred prior to a Come Along Notice being delivered in terms of clause 13.1.
Come Along. In the event Buyer agrees to sell all of the shares of stock owned by it to an unaffiliated third party pursuant to the terms of a bona fide written offer to acquire all the issued and outstanding stock for cash, by merger or otherwise, then, upon notice from Buyer, each of the shareholders of Buyer common stock from this transaction hereby agrees to sell all of their respective shares of Buyer's common stock to the third party in accordance with the terms of the offer, and shall take all other action reasonably necessary in order to effect the sales and exchange of all of the Buyer s common stock pursuant to the offer.
Come Along. If, at any time before the earlier of the Initial ---------- Public Offering Date and May 15, 2001, any or all of the Continuing Shareholders and their Permitted Transferees (as defined in section 1.2(d) of the Continuing Shareholders Agreement) and employees and former employees of the Company and its subsidiaries (the "Selling Group") sell or agree to sell to a non-affiliated third party that number of shares of Equity Securities that, when added to the shares then beneficially owned by Xxxxx XX and Xxxxx'x Controlled Subsidiaries and of other selling shareholders selling in that transaction, would be sufficient under applicable state corporation law to enable the beneficial owner to effect a short-form parent-subsidiary merger of the Company with the purchaser following the sale, whether in a single transaction or a series of related transactions, the Continuing Shareholders shall cause the third party to purchase all the Shares beneficially owned by Xxxxx XX and Bayer's Controlled Subsidiaries, and the New Shareholder and its Permitted Transferees shall sell those Shares to the third party on the same terms as the members of the Selling Group sell or agree to sell Shares. The New Shareholder and its Permitted Transferees shall use reasonable efforts to cooperate with the Selling Group in connection with any such sale. Nothing in this section 7 shall be deemed to diminish the rights of the New Shareholder under sections 4.4 and 8, subject to section 4.7.
Come Along. 19.1 If a third party offers to purchase the Shares and the loan accounts of all the Shareholders in the Company on identical pro rata terms, and provided that Shareholders holding not less than 70% (seventy percent) of the issued share capital of the Company accept such offer in respect of their Shares (after first having complied with the relevant provisions of clause 18 and the remaining Shareholders having refused the offer made to them in terms of clause 18), then the remaining Shareholders in the Company shall be obliged to and shall be deemed to have accepted the offer of the third party in respect of all their Shares in the Company.
19.2 Each of the Shareholders irrevocably and in rem suam hereby appoints any of the other Shareholders at the time as his attorney and agent to do all such things as may be necessary to comply with the provisions of this clause 1919
Come Along. In the event the non-selling Stockholder determines not to exercise the right of first refusal granted pursuant to Section 2, the non-selling Stockholder shall have the right to cause the Transferee to purchase from the non-selling Stockholder the same percentage of the Shares owned by the non-selling Stockholder as is equal to the fraction, expressed as a percentage, the numerator of which is the number of Offered Shares and the denominator of which is the total number of Shares owned by the Selling Stockholder prior to such sale; subject to the adjustment specified in this Section 3 ("Come Along"). The non-selling Stockholder shall exercise the Come Along by giving the Selling Stockholder and the proposed Transferee notice of such exercise within the Exercise Period, but not later than the date upon which the non-selling Stockholder gives notice of his non-exercise of the right of first refusal if notice of non-exercise is given. Upon receipt of the notice of exercise of the Come Along, the Transferee shall have the option to purchase the aggregate number of Shares specified in the Bona Fide Offer to be purchased from the Selling Stockholder and the other Stockholder, pro rata or to increase the number of Shares purchased by such amount (with a concomitant increase in the purchase price, but otherwise on the same terms and conditions contained in the Bona Fide Offer) so that the other Stockholder is selling the same percentage of his Shares as the percentage sold by the Selling Stockholder. The Transferee's election shall be made within fifteen days of the receipt by the Transferee of the other Stockholder's exercise of the Come Along.
Come Along. 23 (a) Come Along. . . . . . . . . . . . . . . . . . . 23 (b) Warrants. . . . . . . . . . . . . . . . . . . .
Come Along. Whenever and as often as the Selling Holder (except for NationsBanc and BT Capital, with respect to their Preferred Stock only) shall receive from a prospective purchaser a bona fide offer to purchase any shares of Investor Stock which such Selling Holder wishes to accept, the Non-Selling Holders (except for NationsBanc and BT Capital with respect to their Preferred Stock only) shall have the right, at each Non-Selling Holder's option, either to exercise such Person's rights under paragraph B.3(c) hereof or to require the Selling Holder to arrange for the sale, to the prospective purchaser, on terms and conditions at least as favorable to such Non-Selling Holder as the terms and conditions set out in the offer received by the Selling Holder, of the number of the Non-Selling Holder's shares of Investor Stock which bears the same proportion to the number of shares of Investor Stock owned by such Non-Selling Holder as the number of shares of Investor Stock sold by the Selling Holder bears to the total number of shares of Investor Stock owned by such Selling Holder. If the prospective purchaser will not purchase all the shares of Investor Stock which the Selling Holder and the Non-Selling Holders wish to sell pursuant to this paragraph B.3(d), the number of shares of Investor Stock which the Selling Holder and the Non-Selling Holders shall be permitted to sell to such prospective purchaser shall be a number of shares equal to the number of shares which the prospective purchaser desires to purchase times a fraction, the numerator of which is the
Come Along. If Australia HoldCo has made an Offer of its entire Shareholding in a Company in terms of 11.1 to all of the other Shareholders and –
12.1 Australia HoldCo has stated in that Offer that it intends to accept the Proposal which accompanies that Offer and to invoke this 12; and
12.2 in terms of that Proposal –
12.2.1 the Specified Third Party will purchase, in one transaction, from all of the Shareholders on terms and conditions which treat the same instruments included in the Total Interest in the same way, all of the Shares of all of the Shareholders for a price payable in cash in South African Rand within seven days after fulfilment of the condition precedent referred to in 12.2.2;
12.2.2 the sale that will result from acceptance of the proposal is not subject to any condition other than the suspensive condition that all regulatory approvals (if any) which are necessary for the implementation of that sale are granted unconditionally (or subject to such conditions as may be approved in writing by the parties affected thereby) within ninety days after acceptance of the proposal; provided that if such approval is not obtained within such ninety day period and the Specified Third Party has exercised all reasonable endeavours to procure such regulatory approvals, then such ninety day period shall be deemed to be extended so as to expire on the earlier of -
12.2.2.1 the 180th day after the expiry of that ninety day period;
12.2.2.2 the date upon which the Specified Third Party exhausts all remedies available to it to obtain such approval without obtaining such regulatory approvals; and
12.2.2.3 the date upon which the Specified Third Party ceases exercising all reasonable endeavours to obtain such regulatory approvals, provided further that the Parties and the Specified Third Party shall be obliged to use all reasonable endeavours to procure that all such regulatory approvals are obtained as expeditiously as possible; and
12.3 either -
12.3.1 that Offer in terms of 11.1 is not accepted in full; or
12.3.2 that Offer is accepted in full but the suspensive conditions thereto are not fulfilled, then, within five Business Days thereafter, (i) Exxaro may exercise its “Put Option” (as defined in the Australian Shareholders’ Agreement) with respect to the relevant Shares and Australia Holdco may exercise its “Call Option” (as defined in the Australian Shareholders’ Agreement) with respect to the relevant Shares, under and in accordance with the provisions of the Austral...
Come Along. If at any time prior to the completion of an initial public offering by Valley, Shareholder agrees to sell more than fifty percent (50%) of the total outstanding shares of the capital stock of Valley (whether owned beneficially or of record) to any unaffiliated purchaser, Shareholder shall notify Stereophile at least thirty (30) days prior to the proposed sale. Shareholder shall include in the notice the price to be paid, the terms of the sale, and the percentage of the capital stock beneficially owned by him and all persons affiliated with him (the "Percentage") Upon request by Stereophile within ten (10) days of receipt of the notice, Shareholder will cause the purchase by the unaffiliated purchaser of the same percentage of Valley shares owned by Stereophile at the same price and on the same terms (unless the Merger has not occurred, in which case Stereophile may demand that the Merger occur before the sale to the unaffiliated party is completed). If the proposed purchaser is unwilling to purchase the additional shares of Stereophile, Shareholder will cause the necessary number of shares owned by Stereophile to be substituted for shares of the Shareholder to be sold or Shareholder will himself buy such shares from Stereophile at the price and terms offered by the proposed purchaser. This obligation shall terminate upon the completion of an initial public offering by Valley.
