Take-Along Right. In the event that a Stockholder (the “Offeree”) receives a bona fide offer from a third party or parties other than the Company, any other Stockholder, or a Permitted Transferee (the “Third-Party Buyer”) to purchase Stock owned by the Offeree (the “Take-Along Shares”), for a specified price payable in cash or otherwise and on specified terms and conditions (the “Take-Along Offer”), and the Offeree proposes to sell or otherwise transfer the Take-Along Shares to the Third-Party Buyer pursuant to the Take-Along Offer, the Offeree shall not effect such sale or transfer unless, in the event the Company and the other Stockholders have not purchased all such Take-Along Shares pursuant to Section 2.2, each other Stockholder is first given the right to sell to the Third-Party Buyer, at the same price per share and on the same terms and conditions as stated in the Take-Along Offer or as otherwise agreed by the Offeree and the other Stockholders with the Third Party Buyer, up to the number of shares of Stock equal to the Take-Along Shares multiplied by a fraction, the numerator of 2 Section 2.2(f) was amended as of February 12, 2010, pursuant to Company and Stockholder consents approving an amendment to the types of trusts that qualify as Permitted Transferees. Section 2.2(f) was further amended as of May 13, 2010, pursuant to Company and Stockholder consents approving an amendment to the types of entities that qualify as Permitted Transferees of an individual Stockholder. INVESTOR RIGHTS AGREEMENT which shall be the aggregate number of shares of Stock owned by such other Stockholder (calculated on a fully-diluted basis assuming full conversion and exercise of all Derivative Securities, the foregoing being a “Fully Diluted Basis”) and the denominator of which shall be the aggregate number of shares of Stock outstanding on a Fully-Diluted Basis. Each Stockholder with a right to participate in a Take Along Offer is hereinafter referred to as a “Right Holder.”
Take-Along Right a. Subject to Section 4.2(b) in the case of Cannae and the THL Holders, and Section 8.2(i) in the case of the THL Holders, if the Parent elects to consummate, or to cause the Company to consummate, a transaction constituting a Sale of the Company, Parent shall notify the Company and the other Members in writing of that election and the other Members will consent to and raise no objections to the proposed transaction, and the Members and the Company will take all other actions reasonably necessary or desirable to cause the consummation of such Sale of the Company on the terms proposed by Parent; provided that each of Cannae and THL shall only be subject to the “take-along” provisions of this Section 10.1 to the extent that the Sale of the Company would result in, assuming consummation of such transaction, a Cannae Threshold Multiple of Investor Capital and THL Threshold Multiple of Investor Capital of greater than 2.0. Without limiting the foregoing, but subject to the conditions set forth therein, (i) if the proposed Sale of the Company is structured as a sale of assets or a merger or consolidation, or otherwise requires Member approval, the Members and the Company will vote or cause to be voted all Units that they hold or with respect to which such Member has the power to direct the voting and which are entitled to vote on such transaction in favor of such transaction and will waive any appraisal rights which they may have in connection therewith and (ii) if the proposed Sale of the Company is structured as or involves a sale or redemption of Units, the Members will agree to sell their pro-rata share of the Units being sold in such Sale of the Company on the terms and conditions approved by the Parent, and the Members will execute any definitive sale agreements, and will make to the buyer the same representations, warranties, covenants, indemnities and agreements (other than, in the case of Parent, Cannae and THL, non-competition agreements) as the Parent makes in connection with such Sale of the Company, and must agree to bear their ratable share (which shall be proportionate based on the amount of Units that are being sold in such Sale of the Company) of all liabilities of the Members arising out of representations, warranties (other than those representations, warranties, covenants, indemnities and agreements that pertain specifically to a given Member), covenants, indemnities or other agreements made in the definitive sale agreements. Each Management ...
Take-Along Right. In the event that a Stockholder (the “Offeree”) receives a bona fide offer from a third party or parties, other than from a Permitted Transferee (as defined below) or any other Stockholder (the “Offeror”), to acquire any of his, her or its Shares (the “Take-Along Shares”) for a specified price payable in cash or otherwise and on specified terms and conditions (the “Offer”), and the Offeree proposes to sell or otherwise transfer the Take-Along Shares to the Offeror pursuant to the Offer, the Offeree shall not effect such sale or transfer unless each Investor is first given the right to sell to the Offeror, at the same price per Share and on the same terms and conditions as stated in the Offer, the same proportion of shares of Common Stock (or shares of Investor Preferred Stock then convertible into such number of shares of Common Stock) then owned by such Investor, as the proportion that the number of the Take-Along Shares bears to the total number of shares of Common Stock held by the Offeree and all Investors on the date of the Company Notice.
Take-Along Right. NBPCo Holdings hereby agrees, if requested by USPB (for purposes of this Section 12.3.1, the “Initiating Seller”), to Transfer for value (for purposes of this Section 12.3, a “Sale”) the same percentage of the Units of each Class held by NBPCo Holdings as is being sold by the Initiating Seller (for purposes of this Section 12.3, the “Sale Percentages”) then owned by NBPCo Holdings to a Person other than an Affiliate of the Initiating Seller (for purposes of this Section 12.3, the “Proposed Transferee”) in the manner and on the terms set forth in this Section 12.3 in connection with the Sale by the Initiating Seller of the Sale Percentage of Units of a Class by the Initiating Seller.
Take-Along Right. In the event of a proposed Transfer by one or more Stockholders (in one transaction or a series of related transactions) to a Person or Group of Persons other than, in the case of any Stockholder, an Affiliate of such Stockholder, of 51% or more of the outstanding shares of Common Stock (the "Take-Along Selling Stockholders") to an unaffiliated third party or propose to approve a sale of the assets to, or a merger of the Company with, an unaffiliated third party, the Take-Along Selling Stockholders shall have the right, exercisable upon fifteen (15) days' prior Notice to the other Stockholders to consummate such sale of such Shares and to require other Stockholders to sell to such third party the same proportionate part of their respective Shares as the Take-Along Selling Stockholders propose to sell of the Shares owned by them or to require the other Stockholders to approve such sale of assets or merger, for a price per Share (if applicable) and otherwise upon terms no less favorable to such other Stockholders than those on which the sale or other transaction by the Take-Along Selling Stockholders is proposed to be made.
Take-Along Right. Each Member other than Leucadia hereby agrees, if requested by Leucadia or its Permitted Transferees (for purposes of this Section 12.3, the “Initiating Seller”) at any time after expiration of the Applicable Holding Period (including after a Put Notice has been delivered in accordance with Section 12.5), to Transfer for value (for purposes of this Section 12.3, a “Sale”) the same percentage of the Units held by such Member as is being sold by the Initiating Seller (for purposes of this Section 12.3, the “Sale Percentages”) to a Person other than an Affiliate of the Initiating Seller (for purposes of this Section 12.3, the “Proposed Transferee”) in the manner and on the terms set forth in this Section 12.3 in connection with the Sale by the Initiating Seller of the Sale Percentage of Units by the Initiating Seller.
Take-Along Right. Each Member hereby agrees, if requested by NBI (for purposes of this Section 12.1.1, the “Initiating Seller”), to Transfer for value (for purposes of this Section 12.1, a “Sale”) the same percentage of the Units of each Class held by the Member as is being sold by the Initiating Seller (for purposes of this Section 12.1, the “Sale Percentages”) then owned by the Member to a Person other than an Affiliate of the Initiating Seller (for purposes of this Section 12.1, the “Proposed Transferee”) in the manner and on the terms set forth in this Section 12.1 in connection with the Sale by the Initiating Seller of the Sale Percentage of Units by the Initiating Seller.
Take-Along Right. In the event that a Stockholder (the “Offeree”) receives a bona fide offer from a third party or parties other than the Company, any other Stockholder, or a Permitted Transferee (the “Third-Party Buyer”) to purchase Stock owned by the Offeree (the “Take-Along Shares”), for a specified price payable in cash or other consideration and on specified terms and conditions (the “Take-Along Offer”), and the Offeree proposes to Transfer the Take-Along Shares to the Third-Party Buyer pursuant to the Take-Along Offer, the Offeree shall not effect such Transfer unless, in the event the Company and the other Stockholders have not purchased all such Take-Along Shares pursuant to Section 2.2, each other Stockholder is first given the right to sell to the Third-Party Buyer, at the same price per share and on the same terms and conditions as stated in the Take-Along Offer or as otherwise agreed by the Offeree and the other Stockholders with the Third Party Buyer, up to the number of shares of Stock equal to the Take-Along Shares multiplied by a fraction, the numerator of which shall be the aggregate number of shares of Stock owned by such other Stockholder calculated on a Fully Diluted Basis and the denominator of which shall be the aggregate number of shares of Stock outstanding on a Fully Diluted Basis. Each Stockholder with a right to participate in a Take Along Offer is hereinafter referred to as a “Right Holder.”
Take-Along Right. During the Take-Along Period, the Buyer shall (a) at any meeting of shareholders of the Company called to approve an agreement providing for a Superior Transaction (entered into during the Permitted Period), and at every adjournment or postponement thereof, vote (and cause its Affiliates to vote) all of the shares of Company Common Stock owned of record or beneficially as of the date hereof by the Buyer (or such Affiliates) in favor of the approval of such Superior Transaction, and (b) sell (or cause to be sold) all of the shares of Company Common Stock owned of record or beneficially by the Buyer (and its Affiliates), for the same consideration and on terms no less favorable (except as otherwise contemplated by the Support Agreement) as are offered to the other holders of the Company Common Stock in such Superior Transaction, except in each case as otherwise provided in, and subject to, the definition of Superior Transaction; provided that (i) at the time of termination hereof (in connection with such Superior Transaction) the Company shall have complied with Sections 5.6(c) (after taking into account the provisions of the last sentence of that Section) and 7.1(f), and (ii) immediately prior to or upon consummation of such Superior Transaction, the Buyer shall receive cash consideration for all of its shares of Company Common Stock as set forth in the definition of Superior Transaction in Section 5.6(g)(ii). In addition, the Buyer shall, and shall cause each of its Affiliates that owns shares of Company Common Stock to, execute and deliver to the other party to a definitive agreement relating to a Superior Transaction that has been agreed and entered into by the Company at the time such agreement is entered into, a support agreement in the form attached as Exhibit C (the "Support Agreement"), upon the written request of such party.
Take-Along Right. If at any time prior to the IPO Date the ---------------- Senior Holders and Xxxxxx all desire to cause the sale of all Shares held by Holders, then all Holders agree to sell all of their Shares in the same transaction, on the same terms and conditions, and for the same consideration per Share, as the Senior Holders and Xxxxxx propose to sell their Shares and the Shares of the Xxxxxx Trust. This Section 3.4 shall terminate on the IPO Date.
