Common use of Go-Along Obligations Clause in Contracts

Go-Along Obligations. (a) Subject to the provisions of Section 2.2(c), if at any time after the date hereof, any member of the Purchaser Group receives a firm, bona fide, written offer from a third party (an "Offeror") to purchase or otherwise acquire all of the Shares beneficially owned by the Purchaser Group in one transaction or series of related transactions, and the holders of a majority of the Shares beneficially owned by all of the members of the Purchaser Group (the "Majority Holders") have determined to accept such offer, then, notwithstanding the other provisions of this Agreement, the Majority Holders shall have the right (the "Go-Along Right") to require all other Stockholders to sell or otherwise dispose of all Shares beneficially owned by them to such Offeror on the same terms and conditions set forth in such offer. In determining the consideration to be paid pursuant to such offer, the aggregate purchase price for the Shares to be sold by the Purchaser Group shall be increased to the extent that any member of the Purchaser Group or their respective Affiliates shall receive additional consideration (i) for covenants against competition, or (ii) for services (such as pursuant to management or consulting agreements) in amounts in excess of amounts which would be payable to a third party in an arms' length transaction. (b) If the Majority Holders elect to exercise their Go-Along Rights hereunder, they shall provide written notice (the "Go-Along Notice") to the Company and each other Stockholder of such election at least 20 days prior to the closing date for such transaction, which Go-Along Notice shall include the terms and conditions of such offer, the name of the Offeree and the proposed closing date of such transaction. Each other Stockholder shall be obligated to sell or otherwise dispose of all Shares beneficially owned by it to such Offeror in accordance with the terms set forth in the Go-Along Notice. However, if such transaction is not completed within 90 days of the giving of such Go-Along Notice, then any exercise by the Majority Holders of their Go-Along Right shall require a new notice pursuant to this Section 2.2. (c) Notwithstanding the other provisions of this Section 2.2, no Stockholder shall be required to Transfer its Shares pursuant to this Section 2.2 unless the consideration to be received by the Stockholders in exchange for the Shares to be Transferred to the Offeror pursuant to such transaction shall have been determined to be fair to the Stockholders pursuant to a written fairness opinion issued by an investment banking firm selected by the Company's Board of Directors with the concurrence of (x) the holders of a majority of the Shares then owned by Brand and any Brand Transferees, as a group, and (y) the Majority Holders.

Go-Along Obligations. (a) Subject to the provisions of Section 2.2(c), if If at any time after the date hereofthere shall occur a Go-Along Sale, any member each holder of the Purchaser Group receives a firmWarrants or Warrant Stock shall be obligated to, bona fideand shall, written offer from a third party (an "Offeror") to purchase or otherwise acquire all of the Shares beneficially owned if so requested by the Purchaser Group in one transaction Shareholder or series of related transactions, and the holders of Shareholders proposing to effect a majority of the Shares beneficially owned by all of the members of the Purchaser Group (the "Majority Holders") have determined to accept such offer, then, notwithstanding the other provisions of this Agreement, the Majority Holders shall have the right Go-Along Sale (the "Go-Along RightSeller") in writing, (i) sell, transfer and deliver, or cause to require all other Stockholders be sold, transferred and delivered to sell or otherwise dispose the Third Party Purchaser, a portion of all Shares beneficially its Warrants and Warrant Stock owned by them to it which represents the same percentage of such Offeror holder's shares of the fully-diluted Common Stock of the Company as the shares being disposed of by the Go-Along Seller and its Affiliates represent of the fully-diluted Common Stock of the Company owned by the Go-Along Seller and its Affiliates at the same price per share and on the same terms and conditions set forth in such offer. In determining (except as expressly permitted below) as are applicable to the consideration Go-Along Seller, except that the holder shall not be required to be paid pursuant make any representations or warranties except as to such offer, (x) its title to the aggregate purchase price for the Shares Warrants or shares of Warrant Stock to be sold by the Purchaser Group shall be increased to the extent that any member of the Purchaser Group or their respective Affiliates shall receive additional consideration (i) for covenants against competition, or (ii) for services (such as pursuant to management or consulting agreements) in amounts in excess of amounts which would be payable to a third party in an arms' length transaction. (b) If the Majority Holders elect to exercise their Go-Along Rights hereunder, they shall provide written notice (the "Go-Along Notice") to the Company and each other Stockholder of such election at least 20 days prior to the closing date for such transaction, which Go-Along Notice shall include the terms and conditions of such offer, the name of the Offeree and the proposed closing date of such transaction. Each other Stockholder shall be obligated to sell or otherwise dispose of all Shares beneficially owned by it to such Offeror in accordance with the terms set forth be sold in the Go-Along Notice. HoweverSale, (y) such holder's power and authority to effect such transfer, and (z) such matters pertaining to compliance with securities law as the transferee may reasonably require; and (ii) if shareholder approval of the transaction is required, vote its shares of Warrant Stock entitled to vote thereon in favor thereof (or abstain from voting, unless such abstention would defeat the approval of such transaction) at any meeting of the Issuer's shareholder called for the purpose of voting on such transaction is not completed within 90 days (it being understood that the holders of the giving Warrants and Warrant Stock shall not be obligated to pay any portion of such the transaction costs associated with a Go-Along NoticeSale or the sale, then any exercise by the Majority Holders transfer or delivery of their Go-Along Right shall require a new notice securities pursuant to this Section 2.2thereto). (c) Notwithstanding the other provisions of this Section 2.2, no Stockholder shall be required to Transfer its Shares pursuant to this Section 2.2 unless the consideration to be received by the Stockholders in exchange for the Shares to be Transferred to the Offeror pursuant to such transaction shall have been determined to be fair to the Stockholders pursuant to a written fairness opinion issued by an investment banking firm selected by the Company's Board of Directors with the concurrence of (x) the holders of a majority of the Shares then owned by Brand and any Brand Transferees, as a group, and (y) the Majority Holders.