Come-Along Rights. In the event that Holdings receives an offer to purchase shares of Stock held by Holdings, and the offeror, as a condition to such purchase, requires or commits to purchase, or to cause the Company to redeem, all (but not less than all) of the other shares of Stock on the same per share price and terms as the offer for the shares of Stock held by Holdings, each other Stockholder (and any Permitted Transferee of the shares of Stock) shall be obligated, at the election of Holdings, to sell to the offeror or to the Company, as the case may be, that number of shares of Stock equal to the sum of (x) the number of shares actually held by such other Stockholder multiplied by (y) a fraction, the numerator of which is the number of shares of Stock proposed to be transferred by Holdings, and the denominator of which is the total number of shares of Stock held by Holdings, at the same per share price and on the same terms and conditions offered to Holdings for the shares of Stock held by Holdings. Notwithstanding the foregoing, holders of the Series A Preferred Stock shall not be obligated to sell to the offeror or to the Company, as the case may be, any shares of Series A Preferred Stock, unless the consideration received shall be at least equal to the Series A Liquidation Amount, as defined in the Certificate of Designation. For the avoidance of doubt, if the offeror has not specified a proposed purchase price for shares of Series A Preferred Stock, the proposed purchase price for each share of Series A Preferred Stock shall be determined based on the conversion ratio of the Series A Preferred Stock then in effect as if such shares of Series A Preferred Stock had been converted to Common Stock in accordance with the terms of the Certificate of Designation. Within ten (10) days after the date of the written notice of Holdings’ election made pursuant to this Section 4(a), the other Stockholders (and any Permitted Transferee of the shares of Stock) shall deliver the certificate(s) representing shares of Stock to Holdings endorsed in blank. Notwithstanding the foregoing, the other Stockholders and any Permitted Transferee of the shares of Stock (collectively, the “Seller”) will not be required to comply with this Section 4(a) in connection with any specific transaction (the “Proposed Sale”) unless:”
Come-Along Rights. If, at any time after the Closing, there shall be an offer from a third party not affiliated with the Company or with any of the Investors for a Sale Event to a third party that is not an Affiliate of any Investor which has been approved (“Come Along Election”) by (i) a majority of the Board and (ii) the Investors holding at least a majority of the then aggregate issued and outstanding Ordinary Shares (assuming conversion of the Preferred Shares into Ordinary Shares but excluding any options or warrants not yet exercised) (collectively, the “Selling Investors”), voting as a single class, on an as-converted basis, provided that such offer is primarily for cash or marketable securities, the Selling Investors shall have the right to cause all the other Shareholders to and all the Shareholders shall:
(a) in the event that the approval of such Sale Event is to be brought to a vote at a meeting of the Shareholders, after receiving proper notice of any meeting of Shareholders to vote on the approval of such Sale Event, be present, in person or by proxy, as a holder of Shares, at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings;
(b) vote (in person, by proxy or by action by written consent, as applicable) all Shares as to which it has beneficial ownership in favor of the approval of such Sale Event and in opposition of any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Sale Event;
(c) refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale Event;
(d) Transfer or exchange all of their Shares in connection with such Sale Event on the same terms as appropriate for the type of shares held by such holder; and
(e) execute and deliver all related documentation and take such other action in support of such Sale Event as shall reasonably be requested by the Company or the Selling Investors. The Come Along Election shall include the right on the part of the Selling Investors to cause all the other Shareholders to approve the Sale Event approved by the Selling Investors and the obligation of all the other Shareholders to approve the Sale Event approved by the Selling Investors (“Approved Sale”); provided, however, that:
(i) the distribution of aggregate consideration received by the Shareholders upon consummation of the Approved Sale shall be in accordance with the liquid...
Come-Along Rights. If after complying with Section 3.4, BCD intends to sell all or part of its shares of Stock to any person or entity, BCD has the right to require Hogg xx transfer to the proposed transferee, on the same terms and conditions as were offered to BCD, that number of shares of Stock determined by multiplying (A) the percentage of the total number of shares of Stock outstanding owned by Hogg xx (B) the number of shares of Stock the proposed transferee has agreed to purchase from BCD. In the event BCD desires to exercise its rights under this Section 8.2, BCD shall notify Hogg xx such intent in a written notice ("Come-Along Notice"). BCD shall attach to the Come-Along Notice the offer of the proposed transferee to Hogg xx purchase shares of Hogg xx accordance with the terms of this Agreement. Hogg xxxll give BCD and the proposed transferee written notice of its acceptance of the offer of the proposed transferee within twenty (20) days after delivery of the Come-Along Notice. The closing of the purchase of BCD's shares and Hogg'x xxxres shall be made contemporaneously by the proposed transferee.
Come-Along Rights. If any proposed transfer or series of related ----------------- transfers of Shares by Shareholder for value received would, upon consummation of such proposed transfer or transfers, result in a reduction of Shareholder's ownership of Shares to less than 50% of the issued and outstanding Shares, then Shareholder shall make no such sale or transfer, and shall make no subsequent sale or transfer, unless Shareholder shall (i) give Director notice of such transfer or transfers not less than 30 days prior to the consummation of such transfer or of the first in such series of transfers and (ii) permit Director to, or cause Director to be permitted to, sell to the proposed transferee or transferees of Shareholder's Shares (the "Transferee"), on terms and conditions at least as favorable to Director as the terms and conditions of such sale by Shareholder, the same proportionate part of the aggregate of the Option Shares as Shareholder shall sell of the aggregate of Shareholder's Shares (excluding Option Shares). Shareholder will reduce the number of Shares Shareholder will transfer to the extent necessary to accommodate such participation of Director hereunder; Transferee to purchase a greater number of Shares than initially proposed to be purchased that nothing in this Section shall require the Transferee to purchase a greater number of Shares than initially proposed to be purchased.
Come-Along Rights. If Parent or any of its Affiliates desires to effect a Control Disposition prior to the consummation of a Public Offering, then in lieu of complying with the requirements of Section 2, Parent at its option may require the Holder to sell the same percentage of its Warrant Shares as Parent desires to sell to the transferee(s), at the same price per share and on the same terms and conditions as apply to those sold by Parent. The Holder shall consent to and raise no objections against, and shall waive any dissenters rights, appraisal rights or similar rights in connection with, the Control Disposition. If the Control Disposition is structured as a sale of all the capital stock of the Company, the Holder shall agree to sell the Warrant and all of its Warrant Shares at the same price per share and on the same terms and conditions as apply to those sold by Parent. The Holder shall take all necessary and desirable actions reasonably requested by Parent in connection with the consummation of the Control Disposition, including the execution of such agreements and such instruments and the taking of such other actions as are reasonably necessary to provide customary representations, warranties, and indemnities regarding title, as well as escrow arrangements relating to the Control Disposition, consistent with those provided by Parent or its Affiliates. Upon the closing of the sale of any Shares pursuant to this Section 3, the Holder shall deliver at such closing, against payment of the purchase price therefor, certificates representing their Warrant Shares to be sold, duly endorsed for transfer or accompanied by duly endorsed stock powers, and evidence of the absence of liens, encumbrances and adverse claims with respect thereto and of such other matters as are deemed necessary by the Company for the proper transfer of such shares on the books of the Company.
Come-Along Rights. Except for Permitted Family Transfers, transfers not exceeding an aggregate of 100,000 common shares during any three-year period (adjusted proportionally for stock splits, stock combinations, or the like), or transfers made with the written consent of the parties hereto, all transfers of any Equity Interests by the Shareholder (including holders pursuant to Permitted Family Transfers) for cash or a deferred cash payment shall not be made unless the Purchaser is offered. the opportunity to transfer a proportionate share of the Conversion Shares (including Conversion Shares acquired as a result of conversion of the Note in order to take advantage of the rights under this Section 7.1) to the same proposed transferee or transferees on the same terms and conditions (including price) as are offered to the Shareholder for the Shareholder's Equity Interests.
Come-Along Rights. If after complying with Section 1.4 and subject to the last sentence of this Section 6.2, BCD intends to sell all or part of its shares of common stock to any person or entity, BCD has the right to require Sabre to transfer to the proposed transferee, on the same terms and conditions as were offered to BCD, that number of shares of common stock determined by multiplying (A) the percentage of the total number of shares of common stock outstanding owned by Sabre by (B) the number of shares of common stock the proposed transferee has agreed to purchase from BCD. In the event BCD desires to exercise its rights under this Section 6.2, BCD shall notify Sabre of such intent in a written notice (“Come-Along Notice”). BCD shall attach to the Come-Along Notice the offer of the proposed transferee to Sabre to purchase shares of Sabre in accordance with the terms of this Agreement. Sabre shall give BCD and the proposed transferee written notice of its acceptance of the offer of the proposed transferee within twenty (20) days after delivery of the Come-Along Notice. The closing of the purchase of BCD’s shares and Sabre’s shares shall be made contemporaneously by the proposed transferee. Sabre shall not be required to comply with this Section 6.2 during the first twenty-four months after the Effective Date unless the purchase price for such shares is greater than $11.03 subject to equitable adjustment upon any subdivision, stock split, contribution or similar transaction or antidilution adjustment.
Come-Along Rights. (a) Purchaser agrees that, from and after the Closing, except in a sale made in compliance with all of the conditions set forth in Rule 144 under the Securities Act (including without limitation the manner of sale requirements and limitations on amount), Purchaser will not transfer any Common Stock, Series A Stock or Series B Stock unless the proposed transferee also offers to purchase (and if such offer is accepted, purchases), the Common Stock, Series A Stock and/or Series B Stock, as applicable, held by each Seller on a pro rata basis (as determined below) and on the same terms (including price terms) and conditions, and at the same time, as such transferee's purchase of Common Stock, Series A Stock and/or Series B Stock, as the case made be, from Purchaser.
(b) The "pro rata basis" referred in Section 4.10(a) shall be determined as follows:
(i) if as a result of such transfer Purchaser will no longer hold shares of Common Stock, Series A Stock, Series B Stock or any one of such classes or series, the transferee shall offer to purchase (and if such offer is accepted, purchase) all (100%) of such class or classes (or series) then held by Sellers; and
(ii) if Purchaser is transferring less than all of the shares of a class or classes (or series) of Company stock then held by it, the transferee shall offer to purchase (and if such offer is accepted, purchase) the percentage of each applicable class or series of Company stock held by each Seller as is equal to the percentage of the same class or classes (and series) then being transferred by Purchaser. By way of example only, if Purchaser is transferring 50% of the Series A Stock then held by it and 25% of the Series B Stock then held by it, then the transferee shall offer to purchase (and if such offer is accepted, purchase) 50% of the Series A Stock then held by each of the Sellers and 25% of the Series B Stock then held by each of the Sellers.
(c) For purposes of this Section 4.10, shares of Common Stock issuable upon exercise by a Seller of an option or warrant to purchase shares of Common Stock shall be deemed to be held by such Seller for so long as such Seller holds such option or warrant.
(d) Any offer made by a transferee pursuant to this Section 4.10 shall be in writing and shall be accepted by one or more of the Sellers, if at all, by written notice to Purchaser and the offeror within 20 business days after the date of the offer. The failure of any Seller to accept the offer within such 20-busine...
Come-Along Rights. Each Stockholder agrees that, in the event that the Board of Directors, with the approval of the holders of at least a majority of the then outstanding shares of Series A Preferred Stock, approves a sale of the Company, whether by merger, reorganization, or sale of all or substantially all of the Company’s assets or business, or otherwise, then the Company shall have the right to require the participation by each Stockholder in such transfer, and each Stockholder shall vote their shares in favor of such sale and cooperate in connection therewith to facilitate such sale, provided, however, that the foregoing rights shall not be exercisable during any period during which the Designated Directors elected pursuant to Section 7(b) are in office.
Come-Along Rights. If at any time prior to an Initial Public Offering, any of the Principals wish to sell any Ownership Interests owned by him/them (the “Selling Party”) to any person or entity (the “Purchaser”), T2 shall have the right, but not the obligation, to offer for sale to the Purchaser, the same proportion of T2 Interest as the proposed sale represents with respect to the total number of Ownership Interests that the Selling Party owns or has the right to acquire pursuant to outstanding options, warrants or convertible securities at the same price per percentage interest and on the same terms and conditions as involved in such sale by the Selling Party. Promptly after receiving an offer to sell Ownership Interests (an “Offer”), the Selling Party shall provide written notice of the Offer to T2. T2 shall notify the Selling Party of its intention as soon as practicable after receipt of the Offer made, but in no event later than 15 days after receipt thereof. The Selling Party and T2, if it exercises its rights under this Section (a “Participating Shareholder”) shall sell to the Purchaser all of the interests proposed to be sold by them at not less than the price per percentage interest and upon other terms and conditions, if any, not more favorable to the Purchaser than those in the Offer provided by the Selling Party as provided above. T2’s rights under this Section shall be assignable to any subsequent purchaser of all or any portion of the T2 Interest.
