Come-Along Right Clause Samples
Come-Along Right. (a) In connection with any proposed purchase of Shares or Common Stock Equivalents representing at least 51% of the then outstanding Shares (assuming conversion, exercise or exchange of any Common Stock Equivalents which are subject to such proposed purchase) from a Stockholder or Stockholders to a third party in accordance with the provisions of Section 6.2, each other Stockholder (other than the Stockholders desiring to sell such Shares) shall have the right, but not the obligation (a "Come-Along Right"), to require the third party to purchase from such Stockholder rather than from the Selling Stockholder(s), up to the number of Shares equal to such Stockholder's Proportionate Share. The transfer of Shares by a Stockholder exercising its Come-Along Right pursuant to this Section 6.3 shall not be subject to the right of first refusal provided for in Section 6.2 hereof; provided that it is understood that such transfer of Shares or Common Stock Equivalents shall only be made if the transfer of Shares or Common Stock Equivalents to the third party is consummated after compliance with Section 6.2.
Come-Along Right. (a) In the event that either of A1 and G1 (the "Majority Sellers") propose to Transfer any Shares to any Third Party, then, as a condition to any such transfer, the Majority Sellers proposing to Transfer (or their representative) shall deliver to each of the Other Stockholders a written notice (the "Sale Notice") to such effect, containing a description of the proposed transaction and the terms thereof in reasonable detail. For purposes of this Section 3.1 and only this Section 3.1, the term "Other Stockholders" shall also include a Majority Seller, if applicable, not proposing to Transfer any Shares pursuant to the Sale Notice. Upon delivery of the Sale Notice, each of the Other Stockholders, as a condition to any such Transfer, and subject to any applicable Right of First Offer provided in Section 4 below (provided that the exercise of its Come Along Right by a Majority Seller will be deemed a waiver of its Right of First Offer), shall have the right to require the Majority Seller(s) to arrange for the sale to the proposed transferee(s) of a percentage of such Other Stockholder's Shares equal to the highest percentage of any Majority Seller's holdings of Shares that any Majority Seller desires to Transfer to the transferee(s) for the same consideration and otherwise on the terms and conditions at least as favorable to such Other Stockholder as the terms and conditions set out in the Sale Notice. Each Other Stockholder may exercise such Person's right under this Section 3.1 by written notice (the "Come Along Notice") to the Majority Seller(s) who gave the Sale Notice given within twenty (20) days after the date on which such other Stockholder receives the Sale Notice.
Come-Along Right. If any of WP, ▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇▇, as the case may be, determines to transfer all of their Shares in one or more related transactions which will result in a transfer by WP, ▇▇▇▇▇▇▇ or Wechsler, as the case may be, of a majority of the aggregate number of Shares held by such parties, and it wishes to require the Original Shareholders to sell their Shares in such sale, then WP, ▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇▇, as the case may be, shall give written notice thereof (the “Come-Along Notice”) to the Original Shareholders, at least 20 days prior to such transfer. Such notice shall describe in reasonable detail the proposed transfer by WP, ▇▇▇▇▇▇▇ or Wechsler, as the case may be, including, without limitation, the name and address of the Prospective Transferee, the number and type of the Shares proposed to be transferred, the proposed amount and form of the consideration to be paid and the terms and conditions of payment thereof offered by the Prospective Transferee and any other material terms or conditions of the transfer. Each Original Shareholder shall be required to sell all of his Shares to such third party or parties concurrently with the sale by WP, ▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇▇, as the case may be, of its Shares, on the terms and conditions approved by WP, ▇▇▇▇▇▇▇ or Wechsler, as the case may be, subject to the consideration per Share to be received by such Original Shareholder being identical to the consideration per Share being received by WP, ▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇▇, as the case may be.
Come-Along Right. In the event of a Third Party Sale, the Members other than the Selling Members (collectively, the “Other Members”) shall, upon the Selling Members request, contemporaneously with the sale by the Selling Members of their Membership Interests, sell all of their Membership Interests then owned or held to the Third Party Purchaser, except as hereinafter provided, for the same price and on the same terms as being received by the Selling Members for their respective Membership Interests but only with respect to their Vested Percentage Interest provided, however, that the price for Class A Membership Interests may be greater than the price for Class B Membership Interests or Class C Membership Interests. All expenses of such Third Party Sale (including fees paid to finders, investment bankers, underwriters discounts and attorneys and accountants fees) shall be shared pro rata by all of the Members whose Membership Interests are being sold in such Third Party Sale.
Come-Along Right. (a) The Participant shall be entitled to participate (a “Come-Along Right”) in any proposed transfer of common equity securities of the Company by HCG Holdings or one of its Affiliates (such common equity securities, “Offered Securities”); provided, however, there shall be no Come-Along Right in connection with (i) a Transfer by HCG Holdings to its Affiliates, or (ii) any pledge of common equity securities by HCG Holdings or its Affiliates in a bona fide debt financing.
(b) The Participant shall be entitled, within twenty (20) days of the delivery of a notice from HCG Holdings to the Participant (which notice shall set forth the proposed price, terms and conditions of the proposed transfer of Offered Securities by HCG Holdings) (the “Sale Notice”), to give written notice (the “Come-Along Notice”) to HCG Holdings that the Participant desires to participate in such proposed transfer upon the price, terms and conditions of the proposed transfer, which Come-Along Notice shall specify the number of Vested Shares the Participant desires to include in such proposed transfer.
(c) If the Participant elects to exercise his Come-Along Rights by timely delivering a Come-Along Notice, the Participant shall be entitled, subject to the remainder of this Section 5, to include in such proposed transfer the number of Vested Shares (the “Come-Along Securities”) equal to the lesser of (A) the maximum amount specified by the Participant in his Come-Along Notice and (B) the amount determined by multiplying the number of Vested Shares owned by the Participant by a fraction, (x) the numerator of which is the number of shares of Offered Securities and (y) the denominator of which is the number of shares of common equity securities of the Company owned by HCG Holdings.
(d) If the Participant does not give HCG Holdings a timely Come-Along Notice with respect to the transfer proposed in the Sale Notice, then HCG Holdings will have (x) one hundred and twenty (120) days after the expiration of the twenty (20) day period during which the Participant is entitled to deliver a Sale Notice to draft, execute and deliver definitive documentation to transfer such Offered Securities proposed to be transferred on terms and conditions no more favorable to the transferee than those proposed in the Sale Notice and (y) if such documentation is so drafted, executed and delivered, sixty (60) days thereafter to consummate the transfer. Any such Offered Securities not so transferred by HCG Holdings duri...
Come-Along Right. If at any time holders of a majority of the outstanding shares of Common Stock held by stockholders of the Company (the "Majority Stockholders") propose to transfer substantially all of the shares of the Common Stock held by them (other than to the public for cash pursuant to a registration statement filed under the Securities Act) to a prospective purchaser ("Acquiror"), then the Majority Stockholders shall notify each Stockholder, in writing, of such offer and its terms and conditions. Upon receipt of such notice, each Stockholder shall have the right to sell to the Acquiror, that number of shares of Common Stock equal to the product attained by multiplying (a) the number of shares of Common Stock the Acquiror proposes to purchase, times (b) the quotient derived by dividing (i) the number of shares of Common Stock held (or deemed to be held) by the Stockholders exercising the Election under this Section by (ii) the total number of shares of Common Stock held (or deemed to be held) by the Majority Stockholders and all Stockholders exercising the Election under this Section. Each Stockholder's right to sell pursuant to this Section 3.1 can be exercised by delivery of a written notice to the Majority Stockholders within twenty (20) days following the delivery of the notice to the Stockholders of the proposed sale to the Acquiror by the Majority Stockholders.
Come-Along Right. If (i) WP holds at least 35% of the IPO Shares ---------------- held by it at the time of the IPO Closing, (ii) holders of a majority of the Securities desire to sell their Securities and (iii) WP determines to sell or transfer all of the WP Shares in one or more related transactions and it would like to require the GW Shareholders to sell their Securities in such sale, then WP shall give written notice thereof (the "Come-Along Notice") to the GW Shareholders at least 20 days ----------------- prior to such sale. Such notice shall describe in reasonable detail the proposed sale or transfer by WP, including, without limitation, the name and address of the Prospective Transferee, the number and type of the Securities proposed to be sold or transferred, the proposed amount and form of the consideration to be paid to WP in connection with such sale or transfer and the terms and conditions of payment of such consideration offered by the Prospective Transferee and any other material terms or conditions of the sale or transfer. Each GW Shareholder shall be required to sell all of its Securities to such third party or parties concurrently with the sale by WP of the WP Shares, on the terms and conditions approved by WP subject to the consideration to be received by each GW Shareholder being identical on a pro rata basis to the consideration being received by WP.