Common use of Tag-Along Right; Founders' and CEC's Other Agreements Clause in Contracts

Tag-Along Right; Founders' and CEC's Other Agreements. (a) In the event that, at any time prior to December 31, 2007, any of the Hicks Holders, the 1947/1945 Holders, CEC and/or the Founders (collectixxxx, the "Tag-Along Holders") propose to sell in one transaction or a series of related transactions (subject to the terms of this Article 4) an aggregate number of Company Common Shares equal to or greater than 45% of the outstanding Company Common Shares, which transaction is not a Company Sale or other Board-approved transaction relating to the entire Company or its capital stock (a "Tag-Along Sale"), each of the other Tag-Along Holders, so long as the applicable group has not experienced a 3% Event, may elect within 10 calendar days of receipt of written notice thereof, to participate on a pro rata basis (based on the percentage sold relative to the Tag-Along Holders' entire holding), in such Tag-Along Sale, in which case the notifying Tag-Along Holder shall cause such other Tag-Along Holders shares to be included in the Tag-Along Sale, on the same terms and conditions. (b) Each of the Founders and CEC hereby agrees that, in connection with any Company Sale or other Bring-Along Transaction that requires a vote of the shareholders of the Company, such party will (i) vote its shares in favor of approval of such transaction, (ii) to the full extent permitted by applicable law, cause any designee it may have on the Board to vote, in favor of such transaction, (iii) Transfer its shares to the acquiror in such Company Sale or Bring-Along Transaction and (iv) otherwise cooperate with the Hicks Holders and the 1947/1945 Holders in causing such Company Sale or Xxxxg-Along Transaction to be consummated. (c) Schedule A hereto lists the identity of each of the Founders and the number of Company Common Shares beneficially owned by such Founders as of the date hereof. The Founders designate Roberto Vivo-Chaneton to be their representative for purposes of providxxx xxx notices specified in this Section 4.3, which designee may be changed by written notice signed by Founders holding a majority of the Company Common Shares owned by the Founders to the Company and the Holders. In the event that any Founder that is not a natural person experiences a change in control (such that any Person other than a Person with such equity or voting power as of the date hereof beneficially owns or controls 45% of the equity, voting power or the ability to elect a majority of the board of directors of such entity), such Founder's rights and obligations under this Section 4.3 shall terminate. A Transferee of the Founders shall not be entitled to any of the benefits of this Section 4.3 (except in the case of a Transfer to another Founder).

Tag-Along Right; Founders' and CEC's Other Agreements. (a) In the event that, at any time prior to December 31, 2007, any of the Hicks Xxxxx Holders, the 1947/1945 Hampstead Holders, CEC and/or the Founders (collectixxxxcollectively, the "Tag-Along Holders") propose to sell in one transaction or a series of related transactions (subject to the terms of this Article 4) an aggregate number of Company Common Shares equal to or greater than 45% of the outstanding Company Common Shares, which transaction is not a Company Sale or other Board-approved transaction relating to the entire Company or its capital stock (a "Tag-Along Sale"), each of the other Tag-Along Holders, so long as the applicable group has not experienced a 35% Event, may elect within 10 calendar days of receipt of written notice thereof, to participate on a pro rata basis (based on the percentage sold relative to the Tag-Along Holders' entire holding), in such Tag-Along Sale, in which case the notifying Tag-Along Holder shall cause such other Tag-Along Holders shares to be included in the Tag-Along Sale, on the same terms and conditions. (b) Each of the Founders and CEC hereby agrees that, in connection with any Company Sale or other Bring-Along Transaction that requires a vote of the shareholders of the Company, such party will (i) vote its shares in favor of approval of such transaction, (ii) to the full extent permitted by applicable law, cause any designee it may have on the Board to vote, in favor of such transaction, (iii) Transfer its shares to the acquiror in such Company Sale or Bring-Along Transaction and (iv) otherwise cooperate with the Hicks Xxxxx Holders and the 1947/1945 Hampstead Holders in causing such Company Sale or XxxxgBring-Along Transaction to be consummated. (c) Schedule A hereto lists the identity of each of the Founders and the number of Company Common Shares beneficially owned by such Founders as of the date hereof. The Founders designate Roberto Xxxxxxx Vivo-Chaneton to be their representative for purposes of providxxx xxx providing any notices specified in this Section 4.3, which designee may be changed by written notice signed by Founders holding a majority of the Company Common Shares owned by the Founders to the Company and the Holders. In the event that any Founder that is not a natural person experiences a change in control (such that any Person other than a Person with such equity or voting power as of the date hereof beneficially owns or controls 45% of the equity, voting power or the ability to elect a majority of the board of directors of such entity), such Founder's rights and obligations under this Section 4.3 shall terminate. A Transferee of the Founders shall not be entitled to any of the benefits of this Section 4.3 (except in the case of a Transfer to another Founder).

Tag-Along Right; Founders' and CEC's Other Agreements. (a) In the event that, at any time prior to December 31, 2007, any of the Hicks Holders, the 1947/1945 Holders, CEC and/or the Founders (collectixxxxcollecxxxxxy, the "Tag-Along Holders") propose to sell in one transaction or a series of related transactions (subject to the terms of this Article 4) an aggregate number of Company Common Shares equal to or greater than 45% of the outstanding Company Common Shares, which transaction is not a Company Sale or other Board-approved transaction relating to the entire Company or its capital stock (a "Tag-Along Sale"), each of the other Tag-Along Holders, so long as the applicable group has not experienced a 3% Event, may elect within 10 calendar days of receipt of written notice thereof, to participate on a pro p rata basis (based on the percentage sold relative to the Tag-Along Holders' entire holding), in such Tag-Along Sale, in which case the notifying Tag-Along Holder shall cause such other Tag-Along Holders shares to be included in the Tag-Along Sale, on the same terms and conditions. (b) Each of the Founders and CEC hereby agrees that, in connection with any Company Sale or other Bring-Along Transaction that requires a vote of the shareholders of the Company, such party will (i) vote its shares in favor of approval of such transaction, (ii) to the full extent permitted by applicable law, cause any designee it may have on the Board to vote, in favor of such transaction, (iii) Transfer its shares to the acquiror in such Company Sale or Bring-Along Transaction and (iv) otherwise cooperate with the Hicks Holders and the 1947/1945 Holders in causing such Company Sale or Xxxxgxx Xxing-Along Transaction to be consummated. (c) Schedule A hereto lists the identity of each of the Founders and the number of Company Common Shares beneficially owned by such Founders as of the date hereof. The Founders designate Roberto Vivo-Chaneton to be their representative for purposes of providxxx xxx provxxxxx xny notices specified in this Section 4.3, which designee may be changed by written notice signed by Founders holding a majority of the Company Common Shares owned by the Founders to the Company and the Holders. In the event that any Founder that is not a natural person experiences a change in control (such that any Person other than a Person with such equity or voting power as of the date hereof beneficially owns or controls 45% of the equity, voting power or the ability to elect a majority of the board of directors of such entity), such Founder's rights and obligations under this Section 4.3 shall terminate. A Transferee of the Founders shall not be entitled to any of the benefits of this Section 4.3 (except in the case of a Transfer to another Founder).

Tag-Along Right; Founders' and CEC's Other Agreements. (a) In the event that, at any time prior to December 31, 2007, any of the Hicks Holders, the 1947/1945 Hampstead Holders, CEC and/or the Founders (collectixxxxcollecxxxxxy, the "Tag-Along Holders") propose to sell in one transaction or a series of related transactions (subject to the terms of this Article 4) an aggregate number of Company Common Shares equal to or greater than 45% of the outstanding Company Common Shares, which transaction is not a Company Sale or other Board-approved transaction relating to the entire Company or its capital stock (a "Tag-Along Sale"), each of the other Tag-Along Holders, so long as the applicable group has not experienced a 35% Event, may elect within 10 calendar days of receipt of written notice thereof, to participate on a pro rata basis (based on the percentage sold relative to the Tag-Along Holders' entire holding), in such Tag-Along Sale, in which case the notifying Tag-Along Holder shall cause such other Tag-Along Holders shares to be included in the Tag-Along Sale, on the same terms and conditions. (b) Each of the Founders and CEC hereby agrees that, in connection with any Company Sale or other Bring-Along Transaction that requires a vote of the shareholders of the Company, such party will (i) vote its shares in favor of approval of such transaction, (ii) to the full extent permitted by applicable law, cause any designee it may have on the Board to vote, in favor of such transaction, (iii) Transfer its shares to the acquiror in such Company Sale or Bring-Along Transaction and (iv) otherwise cooperate with the Hicks Holders and the 1947/1945 Hampstead Holders in causing such Company Sale or XxxxgSxxx xr Bring-Along Transaction to be consummated. (c) Schedule A hereto lists the identity of each of the Founders and the number of Company Common Shares beneficially owned by such Founders as of the date hereof. The Founders designate Roberto Vivo-Chaneton to be their representative for purposes of providxxx xxx xxxxxxxng any notices specified in this Section 4.3, which designee may be changed by written notice signed by Founders holding a majority of the Company Common Shares owned by the Founders to the Company and the Holders. In the event that any Founder that is not a natural person experiences a change in control (such that any Person other than a Person with such equity or voting power as of the date hereof beneficially owns or controls 45% of the equity, voting power or the ability to elect a majority of the board of directors of such entity), such Founder's rights and obligations under this Section 4.3 shall terminate. A Transferee of the Founders shall not be entitled to any of the benefits of this Section 4.3 (except in the case of a Transfer to another Founder).