Common use of Come Along Clause in Contracts

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. If Whenever and as often as Offeror shall receive from a prospective purchaser a bona fide offer to purchase any Stockholder proposes shares of Restricted Stock which Offeror wishes to transfer Voting Shares in a Co-Sale Transfer (accept, the "Selling Stockholder")Offerees shall have the right, it shall give notice of at each Offeree's option, either to exercise such proposed sale (Person's rights under paragraph B.2(b) hereof or to require Offeror to arrange for the "Sale Notice") sale, to the Company prospective purchaser, on terms and the other Stockholders (the "Other Stockholders"), which notice shall set forth conditions 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 as favorable to the Company, Offeree as the Selling Stockholder, terms and to the Buyer at the address specified conditions set out in the Sale Noticeoffer received by Offeror, that it elects to have the Buyer choose to purchase of the number of Voting Shares the Offeree's shares of Common Stock and Warrants which bears the same proportion to the number of shares of Common Stock and Warrants (determined on a fully-diluted basis) owned by such Other Stockholder (and the Voting Shares of his, her or its Related Transferees, if any) equal to (i) Offeree as the number of Voting Shares held shares of Common Stock and Warrants being sold by Offeror bears to the total number of shares of Common Stock and Warrants (determined on a fully-diluted basis) owned by the Offeror, to the prospective purchaser on terms and conditions at least as favorable to the Offeree as the terms and conditions set out in the offer received by Offeror. If the prospective purchaser will not purchase all the shares of Common Stock and Warrants which Offeror and the Offerees wish to sell pursuant to this paragraph B.2(c), the number of shares of Common Stock and shares issuable upon exercise of the Warrants which Offeror and the Offerees shall be permitted to sell to such Other Stockholder and his, her or its Related Transferees, if any, multiplied by (ii) 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 number of Voting Shares proposed to be acquired by the Buyer from the Selling Stockholder and the denominator shares of which is the total number of Voting Shares held by the Selling Stockholder Common Stock (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 anydetermined on a fully-diluted basis) 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 beneficially owned by such StockholderOfferor or each selling Offeree, as appropriate, and the denominator of which is the aggregate number of Voting Shares shares of Common Stock (determined on a fully-diluted basis) beneficially owned by the Selling Stockholder Offeror and the Other Stockholders who have elected to participate in selling Offerees. An Offeree may exercise his or its right under this paragraph B.2(c) by written notice given within 10 days after the date on which such saleperson received the Notice required by paragraphs B.2(b)(i) and (iii) above.