Take-Along Notice Clause Samples

Take-Along Notice. If the Fund intends to effect a sale (a ----------------- "Take-Along Sale") prior to a Public Offering of not less than 90% of the shares ---------------- of Common Stock it then holds to a non-Affiliate third party (a "Take-Along ---------- Buyer") and elects to exercise its rights under this Section 4, the Fund shall ----- deliver written notice (a "Take-Along Notice") to the Company and the Employee, ----------------- which notice shall (i) state (w) that the Fund wishes to exercise its rights - - under this Section 4 with respect to such transfer, (x) the name and address of - the Take-Along Buyer, (y) the per share amount and form of consideration the - Fund proposes to receive for its shares of Common Stock and the percentage of its Common Stock proposed to be sold by the Fund (the "Sale Percentage") and (z) --------------- - drafts of purchase and sale documentation setting forth the terms and conditions of payment of such consideration and all other material terms and conditions of such transfer (the "Draft Sale Agreement"), (ii) contain an offer (the "Take- -------------------- -- ---- Along Offer") by the Take-Along Buyer to purchase from the Employee a percentage ----------- of the Shares equal to the Sale Percentage, on and subject to the same price, terms and conditions offered to the Fund and (iii) state the anticipated time --- and place of the closing of such transfer (a "Section 4 Closing"), which ----------------- (subject to such terms and conditions) shall occur not fewer than 15 days nor more than 90 days after the date such Take-Along Notice is delivered, provided -------- that if such Section 4 Closing shall not occur prior to the expiration of such 90-day period, the Fund shall be entitled to deliver another Take-Along Notice with respect to such Take-Along Offer. Upon request of the Fund, the Company shall provide the Fund with a current list of the names and addresses of each employee of the Company or a Subsidiary who is party to a management equity agreement.

Take-Along Notice. If the Proposed Sellers elect to exercise their rights under this Section 3, a written notice (the “Take Along Notice”) shall be furnished by the Proposed Sellers to the other Stockholders. The Take Along Notice may consist of the offer received by the Proposed Sellers for the purchase of their Shares. The Take Along Notice shall set forth the principal terms of the proposed sale insofar as it relates to the Shares, including the maximum and minimum purchase price, and the name and address of the Proposed Buyer. If at the end of the one hundred eightieth (180th) day following the date of receipt by such other Stockholders of the Take Along Notice the Proposed Sellers have not completed the proposed sale, the other Stockholders shall be released from their obligations under this Section 3 as it relates to the proposed sale, the Take Along Notice shall be null and void, and it shall be necessary for a separate Take Along Notice to be furnished and the terms and provisions of this Section 3 separately complied with, in order to consummate such sale pursuant to this Section 3.

Take-Along Notice. If the Initiating Seller elects to exercise its rights under Section 12.1.1 (the “Take-Along Right”), a notice (a “Take-Along Notice”) shall be furnished by the Initiating Seller to the other Members (for purposes of this Section 12.1, the “Selling Members”). A Take-Along Notice shall set forth the principal terms of the proposed Sale insofar as it relates to the Interest to be purchased from the Initiating Seller, the Sale Percentage, the per Unit purchase price and the name and address of the

Take-Along Notice. If the C&D Fund intends to effect a sale of all of its shares of common stock of the Company to a third party (a "100% Buyer") and elects to exercise its rights under this Section 8, the C&D Fund shall deliver written notice (a "Take-Along Notice") to the Purchaser, which notice shall (i) state (w) that the C&D Fund wishes to exercise its rights under this Section 8 with respect to such transfer, (x) the name and address of the 100% Buyer, (y) the per share amount and form of consideration the C&D Fund proposes to receive for its shares of common stock of the Company and (z) drafts of purchase and sale documentation setting forth the terms and conditions of payment of such considera-

Take-Along Notice. Subject to the prior application of the provisions of Section 5(a), if the holders of at least 51% of the shares of Common Stock owned from time to time by any of the Investors (a "Controlling Group"), acting jointly, intend to effect a sale of all of their shares of Common Stock to a third party (a "100% Buyer") and elect to exercise their rights under this Section 8, such Controlling Group shall deliver written notice (a "Take-Along Notice") to the Purchaser, which notice shall (a) state (i) that the Controlling Group wishes to exercise its rights under this Section 8 with respect to such transfer, (ii) the name and address of the 100% Buyer, (iii) the per share amount and form of consideration the Controlling Group proposes to receive for its shares of Common Stock and (iv) the terms and conditions of payment of such consideration and all other material terms and conditions of such transfer, (b) contain an offer (the "Take-Along Offer") by the 100% Buyer to purchase from the Purchaser all of his Shares on and subject to the same terms and

Take-Along Notice. To exercise the Take-Along Right, the Take-Along Transferor shall deliver to each Stockholder a written notice (a “Take-Along Notice”) specifying (A) the name and address of the proposed Take-Along Transferee, (B) the proposed purchase price, terms of payment and other material terms and conditions of the proposed Take-Along Transferee’s offer, and (C) that the proposed Take-Along Transferee has been informed of the Take-Along Rights provided for in this Section 3.3(b) and has agreed to purchase Shares in accordance with the terms thereof. Each Stockholder shall thereafter be obligated to sell the Shares subject to such Take‑Along Notice, provided that the sale to the proposed Take-Along Transferee is consummated within ninety (90) calendar days of delivery of the Take-Along Notice, unless such sale cannot be completed within such ninety (90) day period as a result of delays in obtaining necessary regulatory approvals, in which case such sale shall, in any event be completed within one hundred and fifty (150) calendar days of delivery of such notice. If such sale is not consummated within such ninety (90) day period (or such one hundred and fifty (150) day period, as applicable), then each Stockholder shall no longer be obligated to sell its Shares pursuant to that specific Take-Along Right but shall remain subject to the provisions of this Section 3.3(b).