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.