Right to Include Shares. In the event that more than fifty percent (50%) of the issued and outstanding shares of Capital Stock of the Company are transferred by the shareholders of the Company for consideration to a third party not affiliated with such shareholders, the Company will provide Shareholder with the right (the "Take-Along Right") to require such third party to purchase from Shareholder up to a percentage of the number of total shares of Capital Stock held by Shareholder equal to the number derived by multiplying the (x) total number of shares of Capital Stock of the Company that the third party will acquire by (y) a fraction, the numerator of which shall be the total number of shares of Capital Stock owned by Shareholder, and the denominator of which shall be the total number of shares of Capital Stock owned by each shareholder of the Company participating in such transaction. The Company shall deliver written notice to Shareholder (the "Take-Along Notice"), which written notice shall specify the price and the terms and conditions on which the proposed transaction is to take place. Any shares of Capital Stock purchased from the Executive pursuant to this Section 6 shall be at the same price per share and upon the same terms and conditions as apply to each other shareholder of the Company participating in such transaction (it being agreed that reasonable compensation received or to be received by any stockholder pursuant to arms-length negotiation in respect of services to be rendered by it shall not be deemed direct payment for shares of Capital Stock sold by it).
Appears in 4 contracts
Samples: Shareholder Agreement (Alon USA Energy, Inc.), Shareholder Agreement (Alon USA Energy, Inc.), Shareholder Agreement (Alon USA Energy, Inc.)
Right to Include Shares. In the event that more than fifty percent (50%) of the issued and outstanding shares of Capital Stock of the Company are transferred by the shareholders of the Company for consideration to a third party not affiliated with such shareholders, the Company will provide Shareholder with the right (the "Take-Along Right") to require such third party to purchase from Shareholder up to a percentage of the number of total shares of Capital Stock held by Shareholder equal to the number derived by multiplying the (x) total number of shares of Capital Stock of the Company that the third party will acquire by (y) a fraction, the numerator of which shall be the total number of shares of Capital Stock owned by Shareholder, and the denominator of which shall be the total number of shares of Capital Stock owned by each shareholder of the Company participating in such transaction. The Company shall deliver written notice to Shareholder (the "Take-Along Notice"), which written notice shall specify the price and the terms and conditions on which the proposed transaction is to take place. Any shares of Capital Stock purchased from the Executive pursuant to this Section 6 shall be at the same price per share and upon the same terms and conditions as apply to each other shareholder of the Company participating in such transaction (it being agreed that reasonable compensation received or to be received by any stockholder pursuant to arms-arms- length negotiation in respect of services to be rendered by it shall not be deemed direct payment for shares of Capital Stock sold by it).
Appears in 2 contracts
Samples: Shareholder Agreement (Alon USA Energy, Inc.), Shareholder Agreement (Alon USA Energy, Inc.)
