Common use of Take-Along Notice Clause in Contracts

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 Fund intends North Castle Sellers intend to effect a sale (a ----------------- "“Take-Along Sale"”) prior to a Public Offering of not less than 90% all of the their shares ---------------- of Common Stock it then holds to a non-Affiliate third party (a "Take-Along ---------- “100% Buyer"”) prior to a Public Offering and elects elect to exercise its their rights under this Section 45, the Fund North Castle Sellers shall ----- deliver written notice (a "“Take-Along Notice"”) to the Company and the Employeeother Stockholders, ----------------- which notice shall (i) state (w) that the Fund wishes North Castle Sellers wish to exercise its their rights - - under this Section 4 5 with respect to such transfer, (x) the name and address of - the Take-Along 100% Buyer, (y) the per share amount and form of consideration the - Fund proposes North Castle Sellers propose 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- -------------------- -- ---- “Take-Along Offer"”) by the Take-Along 100% Buyer to purchase from the Employee a percentage ----------- other Stockholders all of the Shares equal to the Sale Percentagetheir shares of Common Stock, on and subject to the same price, terms and conditions offered to the Fund North Castle Sellers and (iii) state the anticipated time --- and place of the closing of such transfer (a "“Section 4 5 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 5 Closing shall not occur prior to the expiration of such 90-day period, the Fund North Castle Sellers shall be entitled to deliver another Take-Along Notice with respect to such Take-Along Offer. Upon request of the FundNorth Castle Sellers, the Company shall provide the Fund North Castle Sellers 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 agreementother Stockholders.

Take-Along Notice. If So long as Cypress and its Affiliates hold a number of shares of Registrable Securities equal to at least one-half of the Fund intends Registrable Securities originally purchased by Cypress and its Affiliates as of the date hereof, if Cypress and its Affiliates intend to effect a sale (a ----------------- "Take-Along Sale") prior of all of their shares of Registrable Securities to a Public Offering of not less than 90% of the shares ---------------- of Common Stock it then holds to a non-Affiliate third party (which in no event may be an Affiliate of Cypress) (a "Take-Along ---------- 100% Buyer") and elects elect to exercise its their rights under this Section 44.2, the Fund Cypress shall ----- deliver written notice (a "Take-Along Notice") to the Company and the Employeeother Investors, ----------------- which notice shall (i) state (w1) that the Fund Cypress wishes to exercise its rights - - under this Section 4 4.2 with respect to such transfer, (x2) the name and address of - the Take-Along 100% Buyer, (y3) the per share amount and form of consideration the - Fund proposes Cypress and its Affiliates propose to receive for its their shares of Common Stock and the percentage of its Common Stock proposed to be sold by the Fund (the "Sale Percentage") Registrable Securities and (z4) --------------- - 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 (including the "Draft Sale Agreement"terms of each agreement with respect to such sale between Cypress or its Affiliates and such prospective 100% Buyer), (ii) contain an offer (the "Take- -------------------- -- ---- Along Take Alone Offer") by the Take-Along 100% Buyer to purchase from the Employee a percentage ----------- other Investors all of the Shares equal to the Sale Percentage, their respective shares of Registrable Securities on and subject to the same price, terms and conditions offered to the Fund Cypress and (iii) state the anticipated time --- and place of the closing of the purchase and sale of such transfer shares (a "Section 4 Take-Along Closing"), which ----------------- (subject to such terms and conditions) shall occur not fewer than 15 ten (10) business days nor more than 90 ninety (90) days after the date such Take-Along Notice is delivered, provided -------- that if such Section 4 Take-Along Closing shall not occur prior to the expiration of such 90-day period, the Fund Cypress 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 Fund North Castle intends to effect a sale (a ----------------- "TakeTAKE-Along SaleALONG SALE") prior to a Public Offering of not less than 90% all of the its shares ---------------- of Common Stock it then holds to a non-Affiliate third party (a "Take-Along ---------- Buyer100% BUYER") prior to a Public Offering and elects to exercise its rights under this Section 45, the Fund North Castle shall ----- deliver written notice (a "TakeTAKE-Along NoticeALONG NOTICE") to the Company and the Employeeother Stockholders, ----------------- which notice shall (i) state (w) that the Fund North Castle wishes to exercise its rights - - under this Section 4 5 with respect to such transfer, (x) the name and address of - the Take-Along 100% Buyer, (y) the per share amount and form of consideration the - Fund North Castle 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 AgreementDRAFT SALE AGREEMENT"), (ii) contain an offer (the "Take- -------------------- -- ---- Along OfferTAKE-ALONG OFFER") by the Take-Along 100% Buyer to purchase from the Employee a percentage ----------- other Stockholders all of the Shares equal to the Sale Percentagetheir shares of Common Stock, on and subject to the same price, terms and conditions offered to the Fund North Castle and (iii) state the anticipated time --- and place of the closing of such transfer (a "Section 4 ClosingSECTION 5 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 -------- PROVIDED that if such Section 4 5 Closing shall not occur prior to the expiration of such 90-day period, the Fund North Castle shall be entitled to deliver another Take-Along Notice with respect to such Take-Along Offer. Upon request of the FundNorth Castle, the Company shall provide the Fund North Castle 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 agreementother Stockholders.

Take-Along Notice. If So long as the BRS Fund, together with its Affiliate Transferees and Fund Distributees, hold a number of shares of Common Stock equal to at least one-third of the Common Stock originally purchased by the BRS Fund at the closing of the BRS Investment, if the BRS Fund intends to effect a sale (a ----------------- "Take-Along Sale") prior to a Public Offering of not less more than 9050% of the shares ---------------- outstanding voting securities of Common Stock it then holds the Company that has been approved by the Company's board of directors (such sale, a "Sale of the Company") to a non-Affiliate third party (a "Take-Along ---------- Buyer") ), or if the BRS Fund, together with its Affiliate Transferees and Fund Distributees, no longer hold a number of shares of Common Stock equal to at least one-third of the Common Stock originally purchased by the BRS Fund at the closing of the BRS Investment, holders of a majority of the then outstanding Registrable Securities intend to effect a Sale of the Company (the BRS Fund together with its affiliate Transferees and Fund Distributees, or such holders of a majority of the then outstanding Registrable Securities, the "Selling Holder"), and elects to exercise its rights under this Section 45, the Fund Selling Holder shall ----- deliver written notice (a "Take-Along Notice") to all the Company and holders of Registrable Securities other than the EmployeeC&D Fund (collectively, ----------------- the "Take-Along Holders"), which notice shall (ia) state (wi) that the Fund Selling Holder wishes to exercise its rights - - under this Section 4 5 with respect to such transfer, (xii) the name and address of - the Take-Along Buyer, (yiii) the per share amount and form of consideration the - Fund Selling Holder 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"iv) 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")transfer, (iib) contain an offer (the "Take- -------------------- -- ---- Take-Along Offer") by the Take-Along Buyer to purchase from the Employee Take-Along Holders a percentage ----------- pro rata portion of the Shares equal to outstanding capital stock of the Sale Percentage, Company held by the Take-Along Holders (including their Registrable Securities) on and subject to the same price, terms and conditions offered to the Fund Selling Holder and (iiic) state the anticipated time --- and place of the closing of such transfer the Sale of the Company (a "Section 4 5 Closing"), which ----------------- (subject to such terms and conditions) shall occur not fewer than 15 five (5) days nor more than 90 two hundred and ten (210) 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.such

Take-Along Notice. If the Fund Prior to a Public Offering, if one or more Major Investors (a “Section 5 Seller”) intends to effect a sale (whether by merger, consolidation, sale of shares or otherwise) (a ----------------- "“Take-Along Sale"”) prior the result of which would be to a Public Offering of not less transfer more than 9050% of the aggregate number of shares ---------------- of Underlying Common Stock it then holds as of such time to a non-Affiliate third party (a "Take-Along ---------- “Section 5 Buyer"”) and elects to exercise its rights under this Section 45 and, subject to the Fund last sentence of this Section 5(a), any Major Investor that is not a Section 5 Seller approves such transfer, such Section 5 Seller shall ----- deliver written notice (a "“Take-Along Notice"”) to the Company and the Employeeother Stockholders, ----------------- which notice shall (i) state (w) that the Fund Section 5 Seller wishes to exercise its rights - - under this Section 4 5 with respect to such transfer, (x) the name and address of - the Take-Along Section 5 Buyer, (y) the per share amount price and form of consideration the - Fund Section 5 Seller proposes to receive for its shares of Common Stock and the percentage of its Common Capital Stock proposed to be sold by in the Fund Take-Along Sale (the "Sale Percentage"“Section 5 Seller’s Shares”) 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- -------------------- -- ---- “Take-Along Offer"”) by the Take-Along Section 5 Buyer to purchase from the Employee other Stockholders on the date of the closing of such transfer (a “Section 5 Closing”), a percentage ----------- of the Shares shares (the “Take-Along Shares”) of Underlying Common Stock held by each such Stockholder equal to the Sale Percentagepercentage of the shares of Underlying Common Stock owned by the Section 5 Seller that are to be sold pursuant to the Take-Along Sale, on and subject to the same price, terms and conditions offered to the Fund Section 5 Seller (subject to appropriate adjustments to reflect any differences in the rights and preferences of different types or classes of Equity Securities, including in the case of a sale of Capital Stock or Equity Securities, adjustments to the effect that the aggregate proceeds received in consideration thereof shall be allocated among all holders of Capital Stock or Equity Securities on the same basis and in the same proportions as if such proceeds had been distributed to the Company’s stockholders in a complete liquidation pursuant to the rights and preferences set forth in the Company’s Certificate of Incorporation then in effect), and (iii) state the anticipated time --- and place of the closing of such transfer (a "Section 4 5 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 5 Closing shall not occur prior to the expiration of such 90-day period, the Fund Section 5 Seller shall be entitled to deliver another Take-Along Notice with respect to such Take-Along Offer. Upon request of the FundSection 5 Seller, the Company shall provide the Fund Section 5 Seller with a current list of the names and addresses of each employee the other Stockholders. Notwithstanding anything in this Section 5(a) to the contrary, and provided that a Public Offering shall not have been consummated, (x) during the period beginning on the third anniversary of the Company date hereof and ending on the fifth anniversary of the date hereof, either Major Investor may effect a Take-Along Sale without obtaining the approval of the other Major Investor if the aggregate proceeds payable in respect of the Section 5 Seller’s Shares in connection with such Take-Along Sale reflect an IRR in excess of 25%, and (y) after the fifth anniversary of the date hereof, either Major Investor may effect a Take-Along Sale without obtaining the approval of the other Major Investor whether or not the aggregate proceeds payable in respect of the Section 5 Seller’s Shares in connection with such Take-Along Sale reflect an IRR in excess of 25%. Each holder of Capital Stock or Equity Securities shall take all necessary actions in connection with the consummation of the Take-Along Sale as are reasonably requested by the Company, and in the case of any Take-Along Sale that is structured as a Subsidiary who is party to a management equity agreementmerger, consolidation, reorganization or recapitalization, shall waive any and all dissenters rights, appraisal rights or similar rights in connection with such transaction and shall vote all of its shares of Capital Stock and other voting Equity Securities in favor of such transaction.