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 the Purchaser's Shares pursuant to the Take-Along Offer, as the same may be modified from time to time, provided that the Controlling Group transfers all of its 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 Controlling Group a power of attorney and a letter of transmittal and custody agreement appointing, and in form and substance reasonably satisfactory to, the Controlling Group or one or more of their respective affiliates designated by the 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 the Purchaser's its Shares pursuant to the Take-Along Offer, as the same may be modified from time to time, provided that the Controlling Group C&D Fund transfers all of its shares of Common Stock 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 Controlling Group C&D Fund a power of attorney and a letter of transmittal and custody agreement appointingin favor of, and in form and substance reasonably satisfactory to, the Controlling Group C&D Fund constituting the C&D Fund, Clayxxx, Xxbilier & Rice, Inc. or one or more of their respective affiliates designated by the Controlling Group 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 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 the Purchaser's his Shares pursuant to the Take-Along Offer, as the same may be modified from time to time, provided that the Controlling Group C&D Fund transfers all of its shares of Common Stock 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 Controlling Group C&D Fund a power of attorney and a letter of transmittal and custody agreement appointingin favor of, and in form and substance reasonably satisfactory to, the Controlling Group C&D Fund, constituting the C&D Fund, Clayxxx, Xxbilier & Rice, Inc. ("CD&R") or one or more of their respective affiliates designated by the Controlling Group 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, 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.other

Conditions to Take-Along. Upon delivery of a Take-Along Notice, ------------------------ the Purchaser shall have the obligation to transfer all of the Purchaser's Shares pursuant to the Take-Along Offer, as the same may be modified from time to time, provided -------- that the Controlling Group C&D Fund transfers all of its shares of Common Stock 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 Controlling Group C&D Fund a power of attorney and a letter - of transmittal and custody agreement appointingin favor of, and in form and substance reasonably satisfactory to, the Controlling Group C&D Fund constituting the C&D Fund, Xxxxxxx, Dubilier & Rice, Inc. or one or more of their respective affiliates designated by the Controlling Group 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 Controlling Group C&D Fund also so consents, and, to the extent applicable, and -------- sells and transfers its shares of Common Stock Shares on the same terms as so amended, waived, modified or supplemented) and (ii) deliver to the Controlling Group 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 the Purchaser's its Shares pursuant to the Take-Along Offer, as the same may be modified from time to time, provided -------- that the Controlling Group C&D Fund transfers all of its shares of Common Stock 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 Controlling Group C&D Fund a power of attorney and a letter of transmittal and custody agreement appointingin favor of, and in form and substance reasonably satisfactory to, the Controlling Group C&D Fund constituting the C&D Fund, Xxxxxxx, Dubilier & Rice, Inc. or one or more of their respective affiliates designated by the Controlling Group 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 Controlling Group C&D Fund also so consents, and, to the extent applicable, and sells and transfers its shares of Common Stock Shares -------- on the same terms as so amended, waived, modified or supplemented) and (ii) -- deliver to the Controlling Group 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 the Purchaser's its Shares pursuant to the Take-Along Offer, as the same may be modified from time to time, provided that the Controlling Group C&D Fund transfers all of its shares of Common Stock 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 Controlling Group C&D Fund a power of attorney and a letter of transmittal and custody agreement appointingin favor of, and in form and substance reasonably satisfactory to, the Controlling Group C&D Fund constituting the C&D Fund, Clayxxx, Xxbilier & Rice, Inc. or one or more of their respective affiliates designated by the Controlling Group 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 Controlling Group C&D Fund also so consents, and, to the extent applicable, and sells and transfers its shares of Common Stock Shares 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.,