Common use of Come-Along Rights Clause in Contracts

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. In Until the event that Holdings receives an offer to purchase shares tenth anniversary of Stock held by Holdingsthe date hereof, and the offeror, as a condition to such purchase, requires or commits to purchase, or to cause the Company to redeem, all (but shall not less Transfer more 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 20% of the shares of StockCommon Stock owned by the Company to an unaffiliated third party without complying with the terms and conditions set forth in this Section 2.2, as (a) If the Company desires to Transfer more than 20% of the shares of Common Stock owned by it, the Company shall give not less than twenty (20) days prior written notice (the "Participation Notice") of such intended Transfer to each Optionholder and each Holder of Option Shares. The Participation Notice shall set forth the terms and conditions of such proposed Transfer, including the name of the prospective transferee, the number of the shares of Common Stock proposed to be obligatedtransferred by the Company, at the election purchase price per share of HoldingsCommon Stock proposed to be paid therefor and the payment terms and type of Transfer to be effectuated. Within ten (10) days following the delivery of a Notice by the Company, each Optionholder and each Holder of Option Shares may, by notice in writing to the Company, have the opportunity and right to sell to the offeror or to purchasers in such proposed Transfer (upon the same terms and conditions as the Company) up to that number of Option Shares transferable to such Optionholder upon exercise of its Option or that number of Option Shares owned by such Holder of Option Shares, as the case may be, that number of shares of Stock as shall equal to the sum product 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 Option Shares owned by such Holder, or the number of Stock Option Shares transferable to such Optionholder upon exercise of its Option, as the case may be, as of the date of such proposed to be transferred by Holdings, Transfer and the denominator of which is the total aggregate 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 beneficially owned as of the Certificate of Designation. Within ten (10) days after the date of the written notice Participation Notice by the Company and by all Optionholders and Holders of Holdings’ election made pursuant Option Shares, multiplied by (y) the number of shares of Common Stock proposed to this Section 4(a)be transferred by the Company. The number of shares of Common Stock to be sold by the Company shall be reduced to the extent necessary to provide for such sales of Option Shares and Options by Holders of Option Shares and Optionholders, respectively. (b) At the closing of any proposed Transfer in respect of which a Participation Notice has been delivered, the other Stockholders (Company, together with all Optionholders and any Permitted Transferee Holders of Option Shares electing to sell Options and Option Shares, shall deliver to the proposed transferee certificates evidencing the Option Shares and Options to be sold, duly endorsed, in the case of Option Shares, with stock powers and in the case of Options, with assignment forms. Holders of Option Shares shall receive in exchange therefor the consideration per share to be paid or delivered by the proposed transferee in respect of such Option Shares as described in the Participation Notice. Holders of Options shall receive in exchange therefor the consideration per share to be paid or delivered by the proposed transferee in respect of Option Shares, less the exercise price per Option Share 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:”Option.

Come-Along Rights. In (i) If at any time following Closing Buyer desires to Transfer any or all of its partnership interest in FAS, Buyer shall give prior written notice of such intended Transfer to Seller. Such notice (the event that Holdings receives an offer "Participation Notice") shall set forth the terms and conditions of such proposed Transfer, including the name of the prospective transferee, the percentage general and/or limited partnership interest in FAS proposed to be transferred (the "Participation Interest") by Buyer, the purchase shares of Stock held price proposed to by Holdings, paid therefor and the offeror, as a condition payment terms and type of transfer to be effectuated. Such Participation Notice shall state that Seller or its designee may participate in 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 proposed Transfer on the same per share price terms and conditions as Buyer in accordance with the terms set forth in subsection 6(f)(ii) below. (ii) For a period of thirty (30) days after receipt of the Participation Notice ("Participation Period"), Seller or its designee may by notice in writing to Buyer elect to participate in such proposed Transfer (upon the same terms and conditions as the offer for Buyer) up to that percentage of Seller's Remaining FAS Interest owned by Seller as shall equal 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 product of (x) the number of shares actually held by such other Stockholder multiplied by (yA) a fraction, the numerator of which is the number percentage of shares Seller's Remaining FAS Interest owned by Seller as of Stock the date of such proposed to be transferred by Holdings, Transfer and the denominator of which is the total number percentage of shares of Stock held by Holdings, at the same per share price aggregate general and on the same terms and conditions offered to Holdings for the shares of Stock held by Holdings. Notwithstanding the foregoing, holders limited partnership interests actually owned as of the Series A Preferred Stock date of such Participation Notice by the Buyer and Seller, respectively, multiplied by (B) the Participation Interest. The Participation Interest to be sold by Buyer shall be reduced to the extent necessary to provide for such sale of Seller's Remaining FAS Interest by Seller. (iii) At the closing of any proposed Transfer in respect of which a Participation Notice has been delivered, Seller, together with Buyer, shall deliver to the proposed transferee reasonable evidence of transfer of the percentage partnership interests in FAS to be sold thereto and shall each receive in exchange therefor the consideration to be paid or delivered by the proposed transferee in respect of such partnership interests as described in the Participation Notice. (iv) If the Seller or its designee does not be obligated elect to sell to the offeror any of its Remaining FAS Interest, all, 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 Stockportion of, the proposed purchase price for each share of Series A Preferred Stock shall Participation Interest may 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 Transferred by Buyer, but only in accordance with the terms of the Certificate of Designation. Within ten Participation Notice, within sixty (1060) days after the date expiration of the written notice of Holdings’ election made pursuant to this Section 4(a)Participation Period, the other Stockholders (and any Permitted Transferee after which, if all of the shares of Stock) Participation Interest has not been Transferred, all restrictions contained herein shall deliver the certificate(s) representing shares of Stock to Holdings endorsed again be in blank. Notwithstanding the foregoing, the other Stockholders full force 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:”effect.

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 foregoingforgoing, 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: (i) any representations and warranties to be made by the Seller (as distinguished from the Company) in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership of the Stock held by the Seller and the ability to convey title to the Stock, including but not limited to representations and warranties that (a) the Seller holds all right, title and interest in and to the Company’s securities such Seller purports to hold, free and clear of all liens and encumbrances, and (b) the documents to be entered into by the Seller have been duly executed by the Seller and delivered to the acquirer and are enforceable against the Seller in accordance with their respective terms; (ii) the Seller shall not be liable for the inaccuracy of any representation or warranty made by any individual or entity (a “Person”) other than the Seller and the Company in connection with the Proposed Sale; (iii) the liability for indemnification, if any, of each Seller in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company in connection with such Proposed Sale, is several and not joint with any other Person, and is not greater than pro rata in accordance with such Seller’s relative stock ownership of the Company; (iv) the liability for indemnification, if any, of each Seller in the Proposed Sale shall be limited to the amount of consideration actually paid to such Seller in connection with such Proposed Sale, except with respect to (a) the representations and warranties of such Seller, (b) any covenants made by such Seller with respect to confidentiality or voting related to the Proposed Sale or (c) claims related to fraud or willful breach by such Seller, the liability for each of which need not be limited.

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 Any Other Stockholder (and any Permitted Transferee of the shares of Stock) shall be obligated, at the election of Holdings, entitled to sell to the offeror or participate in any proposed Transfer (other than a Transfer to the Company) by any Transferring Stockholder pursuant to Section 2.2(b) (a "Come-Along Right"). Each of the Other Stockholders shall be entitled, within twenty (20) days of the delivery of the Sale Notice to the Other Stockholders, to give written notice (the "Come-Along Notice") to the Transferring Stockholder that such Other Stockholder desires to participate in such proposed Transfer upon the price, terms and conditions set forth in the Sale Notice or as otherwise agreed to by such Transferring Stockholder, which Come-Along Notice shall specify the case may be, that number of shares of Stock equal Equity Securities such Other Stockholder desires to include in such proposed Transfer. If one or more Other Stockholders elects to exercise its Come-Along Rights by timely delivering a Come-Along Notice (each, an "Electing Stockholder"), each Electing Stockholder shall be entitled, subject to the sum remainder of (x) this Section 2.2(b)(ii), to include in such proposed Transfer the number of shares actually held of Equity Securities (as to each Electing Stockholder, the "Come-Along Securities" and, as to all Electing Stockholders collectively, the "Additional Securities") equal to the lesser of (A) the maximum amount specified by such other Electing Stockholder multiplied in its Come-Along Notice to the Transferring Stockholder and (B) the amount determined by (y) multiplying the number of shares of Equity Securities owned by such Electing Stockholder by a fraction, the numerator of which is the number of shares of Stock proposed to be transferred by HoldingsOffered Securities, and the denominator of which is the total number of shares of Stock Equity Securities owned by the Transferring Stockholder (assuming exercise of all convertible securities, options and warrants 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 HoldingsTransferring Stockholder. Notwithstanding the foregoing, holders If none of the Series A Preferred Stock shall not be obligated to sell Other Stockholders gives the Transferring Stockholder a timely Come-Along Notice with respect 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 Transfer proposed in the Certificate of Designation. For Sale Notice, then 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 Transferring Stockholder will have (10y) ninety (90) days after the date of Authorization Date to draft, execute and deliver definitive documentation to Transfer such Offered Securities on terms and conditions no more favorable to the written notice of Holdings’ election made pursuant transferee than those proposed in the Sale Notice and (z) if such documentation is so drafted, executed and delivered, sixty (60) days thereafter to this Section 4(a), consummate the other Stockholders (and any Permitted Transferee of Transfer. Any such Offered Securities not so Transferred by 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”) Transferring Stockholder during such 150 day period will not be required to comply with this Section 4(a) in connection with any specific transaction (the “Proposed Sale”) unless:”again be