Common use of Conditions to Take-Along Clause in Contracts

Conditions to Take-Along. Upon delivery of a Take-Along Notice, the Purchaser shall have the obligation to transfer all of its Shares pursuant to the Take-Along Offer, as the same may be modified from time to time, provided that the C&D Fund transfers all of its Shares to the 100% Buyer at the Section 8 Closing. Within 10 days of receipt of the Take-Along Notice, the Purchaser shall (i) execute and deliver to the C&D Fund a power of attorney and a letter of transmittal and custody agreement in favor of, and in form and substance satisfactory to, the C&D Fund constituting the C&D Fund, Clayxxx, Xxbilier & Rice, Inc. or one or more of their respective affiliates designated by the C&D Fund (the "Custodian"), the true and lawful attorney-in-fact and custodian for the Purchaser, with full power of substitution, and authorizing the Custodian to take such actions as the Custodian may deem necessary or appropriate to effect the sale and transfer of the Shares to the 100% Buyer, upon receipt of the purchase price therefor at the Section 8 Closing, free and clear of all security interests, liens, claims, encumbrances, charges, options, restrictions on transfer, proxies and voting and other agreements of whatever nature, and to take such other action as may be necessary or appropriate in connection with such sale, including consenting to any amendments,

Conditions to Take-Along. Upon delivery of a Take-Along Notice, the Purchaser shall have the obligation to transfer all of its the Purchaser's Shares pursuant to the Take-Along Offer, as the same may be modified from time to time, provided that the C&D Fund Controlling Group transfers all of its Shares shares of Common Stock to the 100% Buyer at the Section 8 Closing. Within 10 days of receipt of the Take-Along Notice, the Purchaser shall (i) execute and deliver to the C&D Fund Controlling Group a power of attorney and a letter of transmittal and custody agreement in favor ofappointing, and in form and substance reasonably satisfactory to, the C&D Fund constituting the C&D Fund, Clayxxx, Xxbilier & Rice, Inc. Controlling Group or one or more of their respective affiliates designated by the C&D Fund Controlling Group (the "Custodian"), the true and lawful attorney-in-fact and custodian for the Purchaser, with full power of substitution, and authorizing the Custodian to take such actions as the Custodian may deem necessary or appropriate to effect the sale and transfer of the Shares to the 100% Buyer, upon receipt of the purchase price therefor at the Section 8 Closing, free and clear of all security interests, liens, claims, encumbrances, charges, options, restrictions on transfer, proxies and voting and other agreements of whatever nature, and to take such other action as may be necessary or appropriate in connection with such sale, including consenting to any amendments,, waivers, modifications or supplements to the terms of the sale (provided that the Controlling Group also so consents, and, to the extent applicable, sells and transfers its shares of Common Stock on the same terms as so amended, waived, modified or supplemented) and (ii) deliver to the Controlling Group certificates representing the Shares, together with all necessary duly executed stock powers.

Conditions to Take-Along. Upon delivery of a Take-Along Notice, ------------------------ the Purchaser shall have the obligation to transfer all of its the Shares pursuant to the Take-Along Offer, as the same may be modified from time to time, provided -------- that the C&D Fund transfers all of its Shares to the 100% Buyer at the Section 8 Closing. Within 10 days of receipt of the Take-Along Notice, the Purchaser shall (i) execute and deliver to the C&D Fund a power of attorney and a letter - of transmittal and custody agreement in favor of, and in form and substance satisfactory to, the C&D Fund constituting the C&D Fund, ClayxxxXxxxxxx, Xxbilier Dubilier & Rice, Inc. or one or more of their respective affiliates designated by the C&D Fund (the "Custodian"), ) the true and lawful attorney-in-fact and custodian for the Purchaser, with full power of substitution, and authorizing the Custodian to take such actions as the Custodian may deem necessary or appropriate to effect the sale and transfer of the Shares to the 100% Buyer, upon receipt of the purchase price therefor at the Section 8 Closing, free and clear of all security interests, liens, claims, encumbrances, charges, options, restrictions on transfer, proxies and voting and other agreements of whatever nature, and to take such other action as may be necessary or appropriate in connection with such sale, including in cluding consenting to any amendments,, waivers, modifications or supplements to the terms of the sale (provided that the C&D Fund also so consents, and -------- sells and transfers its Shares on the same terms as so amended, waived, modified or supplemented) and (ii) deliver to the C&D Fund certificates representing the -- Shares, together with all necessary duly executed stock powers.

Conditions to Take-Along. Upon delivery of a Take-Along Notice, the Purchaser shall have the obligation to transfer all of its Shares pursuant to the Take-Along Offer, as the same may be modified from time to time, provided that the C&D Fund transfers all of its Shares to the 100% Buyer at the Section 8 Closing. Within 10 days of receipt of the Take-Along Notice, the Purchaser shall (i) execute and deliver to the C&D Fund a power of attorney and a letter of transmittal and custody agreement in favor of, and in form and substance satisfactory to, the C&D Fund constituting the C&D Fund, Clayxxx, Xxbilier & Rice, Inc. or one or more of their respective affiliates designated by the C&D Fund (the "Custodian"), the true and lawful attorney-in-fact and custodian for the Purchaser, with full power of substitution, and authorizing the Custodian to take such actions as the Custodian may deem necessary or appropriate to effect the sale and transfer of the Shares to the 100% Buyer, upon receipt of the purchase price therefor at the Section 8 Closing, free and clear of all security interests, liens, claims, encumbrances, charges, options, restrictions on transfer, proxies and voting and other agreements of whatever nature, and to take such other action as may be necessary or appropriate in connection with such sale, including consenting to any amendments, waivers, modifications or supplements to the terms of the sale (provided that the C&D Fund also so consents, and sells and transfers its Shares on the same terms as so amended, waived,

Conditions to Take-Along. Upon delivery of a Take-Along Notice, the Purchaser shall have the obligation to transfer all of its the Shares pursuant to the Take-Along Offer, as the same such offer may be modified from time to time, provided that the C&D Fund transfers all of its Shares shares of common stock of the Company to the 100% Buyer at the Section 8 ClosingClosing and that all shares of common stock of the Company held by the C&D Fund are sold to the 100% Buyer at the same price, and on the same terms and conditions. Within 10 days of receipt of the Take-Along Notice, the Purchaser shall (i) deliver to the C&D Fund or an affiliate thereof designated in the Take-Along Notice certificates representing the Shares, duly endorsed for transfer or accompanied by duly executed stock powers, and (ii) execute and deliver to the C&D Fund a power of attorney and a letter of transmittal and custody agreement in favor offavor, and in form and substance reasonably satisfactory to, the C&D Fund constituting appointing the C&D Fund, Clayxxx, Xxbilier & Rice, Inc. Fund or one or more of their respective affiliates persons designated by the C&D Fund (the "Custodian"), ) as the true and lawful attorney-in-fact and custodian for the Purchaser, with full power of substitution, and authorizing the Custodian to execute and deliver a purchase and sale agreement substantially in the form of the Draft Sale Agreement and to take such actions as the Custodian may deem necessary or appropriate to effect the sale and transfer of the Shares to the 100% Buyer, upon receipt of the purchase price therefor set forth in the Take-Along Notice at the Section 8 Closing, free and clear of all security interests, liens, claims, encumbrances, charges, options, restrictions on transfer, proxies and voting and other agreements of whatever nature, and to take such together with all other action as may be necessary or appropriate in connection documents delivered with such sale, including consenting to any amendments,notice and required

Conditions to Take-Along. Upon delivery of a Take-Along Notice, the Purchaser shall have the obligation to transfer all of its his Shares pursuant to the Take-Along Offer, as the same may be modified from time to time, provided that the C&D Fund transfers all of its Shares to the 100% Buyer at the Section 8 5 Closing. Within 10 days of receipt of the Take-Along Notice, the Purchaser shall (i) execute and deliver to the C&D Fund a power of attorney and a letter of transmittal and custody agreement in favor of, and in form and substance satisfactory to, the C&D Fund Fund, constituting the C&D Fund, Clayxxx, Xxbilier & Rice, Inc. ("CD&R") or one or more of their respective affiliates designated by the C&D Fund (the "Custodian"), the true and lawful attorney-in-fact and custodian for the Purchaser, with full power of substitution, and authorizing the Custodian to take such actions as the Custodian may deem necessary or appropriate to effect the sale and transfer of the Shares to the 100% Buyer, upon receipt of the purchase price therefor at the Section 8 5 Closing, free and clear of all security interests, liens, claims, encumbrances, charges, options, restrictions on transfer, proxies and voting and other agreements of whatever nature, and to take such other action as may be necessary or appropriate in connection with such sale, including consenting to any amendments,other

Conditions to Take-Along. Upon delivery of a Take-Along Notice, the ------------------------ Purchaser shall have the obligation to transfer all of its Shares pursuant to the Take-Along Offer, as the same may be modified from time to time, provided -------- that the C&D Fund transfers all of its Shares to the 100% Buyer at the Section 8 Closing. Within 10 days of receipt of the Take-Along Notice, the Purchaser shall (i) execute and deliver to the C&D Fund a power of attorney and a letter of transmittal and custody agreement in favor of, and in form and substance satisfactory to, the C&D Fund constituting the C&D Fund, ClayxxxXxxxxxx, Xxbilier Dubilier & Rice, Inc. or one or more of their respective affiliates designated by the C&D Fund (the "Custodian"), the true and lawful attorney-in-fact and custodian for the Purchaser, with full power of substitution, and authorizing the Custodian to take such actions as the Custodian may deem necessary or appropriate to effect the sale and transfer of the Shares to the 100% Buyer, upon receipt of the purchase price therefor at the Section 8 Closing, free and clear of all security interests, liens, claims, encumbrances, charges, options, restrictions on transfer, proxies and voting and other agreements of whatever nature, and to take such other action as may be necessary or appropriate in connection with such sale, including consenting to any amendments,, waivers, modifications or supplements to the terms of the sale (provided that the C&D Fund also so consents, and sells and transfers its Shares -------- on the same terms as so amended, waived, modified or supplemented) and (ii) -- deliver to the C&D Fund certificates representing the Shares, together with all necessary duly executed stock powers.