Take-Along Right Sample Clauses

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. (a) If no offer is made pursuant to Section 4.1 or if the Initiating Stockholder(s) decide not to accept the offer made by the Offeror pursuant to Section 4.1, and the Initiating Stockholder(s) elect to consummate, or to cause the Company to consummate, a transaction constituting a Sale of the Company that satisfies the requirements of Section 4.1, the Initiating Stockholder(s) shall notify the Company and the other Stockholders in writing of that election, the other Stockholders will consent to and raise no objections to the proposed transaction, and the Stockholders 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 the Initiating Stockholder(s). Without limiting the foregoing, (i) if the proposed Sale of the Company is structured as a sale of assets or a merger or consolidation, or otherwise requires Stockholder approval, the Stockholders and the Company will vote or cause to be voted all Shares that they hold or with respect to which such Stockholder 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 Shares, the Stockholders will agree to sell their pro-rata share of the Shares being sold in such Sale of the Company on the terms and conditions approved by the Initiating Stockholder(s), and the Stockholders will execute any definitive sale agreements, and will make to the buyer the same representations, warranties, covenants, indemnities and agreements (other than non-competition agreements) as the Initiating Stockholder(s) make in connection with such Sale of the Company (except that in the case of representations and warranties pertaining specifically to, or covenants made specifically by, any Initiating Stockholder(s), the other Stockholders shall make comparable representations and warranties pertaining specifically to (and, as applicable, covenants by) themselves), and must agree to bear their ratable share (which shall be proportionate based on the value of Shares that are being sold in such Sale of the Company) of all liabilities of the Stockholders arising out of representations, warranties (other than those representations, warranties, covenants, indemnities and agreements that pertain specifically to a...

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 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. (a) If any Stockholder, or group of Stockholders, individually or collectively owning in excess of 50% of the then issued and outstanding Common Stock (treating the Preferred Stock as if it had been converted into Common Stock) (the "Prospective Sellers") shall, in any transaction or series of related transactions, directly or indirectly, propose to sell for cash, cash equivalents or marketable securities all of the stock held by them (the "Required Shares") to a Third Party or Parties (a "Take-along Offer"), the Prospective Sellers may, at their option, require each of the other Stockholders (the "Take-along Stockholders") to sell all the Common Stock and/or Preferred Stock owned or held by such Take-along Stockholders to the Third Party or Parties for the same consideration per share and otherwise on the same terms and conditions upon which the Prospective Sellers shall sell the Required Shares (assuming the conversion of the Preferred Stock); provided that, Maxtor shall not be obligated to sell its Common Stock pursuant to this Section 4 unless in connection with such sale the Maxtor Note is to be repaid in full. (i) The Prospective Sellers shall provide a written notice (the "Take-along Notice") of such Take-along Offer to each of the Take-along Stockholders not later than the twentieth (20th) Business Day prior to the consummation of the sale contemplated by the Take-along Offer. The Take-along Notice shall contain written notice of the exercise of the Prospective Sellers' rights pursuant to Section 4(a), setting forth the consideration per share to be paid by the Third Party or Parties and the other material terms and conditions of the Take-along Offer. Within fifteen (15) Business Days following the date the Take-along Notice is given (or such later time as may be necessary to allow compliance with applicable laws and regulations governing such sale), (ii) Within two (2) Business Days after the consummation of the sale of Common Stock and/or Preferred Stock of the Prospective Sellers and the Take-along Stockholders to the Third Party or Parties pursuant to the Take-along Offer, the Prospective Sellers shall remit to each of the Take-along Stockholders the aggregate sales price of the Common Stock and/or Preferred Stock of such Take-along Stockholders sold pursuant thereto (less a pro rata portion of the expenses (including, without limitation, reasonable legal expenses) incurred by the Prospective Sellers in connection with such sale). (iii) If, at ...

Take-Along Right. If any of WP, G▇▇▇▇▇▇ or W▇▇▇▇▇▇▇, as the case may be, proposes to sell or transfer any of their Shares (other than Preferred Stock) in one or more related transactions which will result in a sale or transfer by WP, G▇▇▇▇▇▇ or Wechsler, as the case may be, of a majority of the aggregate number of Shares held by such parties, then WP, G▇▇▇▇▇▇ or W▇▇▇▇▇▇▇, as the case may be, shall promptly give written notice thereof (a “Take-Along Notice”) to the Original Shareholders at least 30 days prior to the closing of such sale or transfer. The Take-Along Notice shall specify the precise number of Shares or percentage of holdings to be sold or transferred and shall describe in reasonable detail the proposed sale or transfer including, without limitation, the name and address of the prospective purchaser or transferee of the Shares (such purchaser or transferee and any other purchaser or transferee of the Shares permitted under this Agreement being a “Prospective Transferee”), the number of and type of the Shares to be sold or transferred, the proposed amount and form of the conditions of payment thereof offered by the Prospective Transferee, that the Prospective Transferee has been informed of the take-along right in this Section 2(d) and has agreed to purchase Shares in accordance with the terms hereof and any other material terms or conditions of the sale or transfer. Each Original Shareholder shall have the right, exercisable upon written notice (the “Acceptance Notice”) delivered to WP, G▇▇▇▇▇▇ or Wechsler, as the case may be, within 15 days after such receipt of the Take-Along Notice, to participate in such sale or transfer on the same terms and conditions as set forth in the Take-Along Notice. The Acceptance Notice shall state that such Original Shareholder wishes to transfer Shares to the Prospective Transferee on the terms described in the Take-Along Notice, and shall state the number of Shares thereof that such Original Shareholder wishes to include in the proposed transfer. If such Original Shareholder has delivered a timely Acceptance Notice it shall have the right to sell a number of Shares equal to the product obtained by multiplying (i) the aggregate number of Shares covered by the Take-Along Notice by (ii) a fraction the numerator of which is the number of Shares owned by the Original Shareholders at the time of the sale or transfer and the denominator of which is the number of Shares owned by WP, the GW Shareholders and the Original Shareholders at t...

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 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 (and Pennsylvania LLC Units) by the Initiating Seller. For purposes of determining the Initiating Seller’s Sale Percentage, the Initiating Seller shall aggregate Units held by Leucadia and its Permitted Transferees.

Take-Along Right. (a) If at any time the General Partner wishes to sell all of the Interest then owned by it to an unaffiliated third party, in one transaction or a series of related transactions, it may require each Limited Partner to sell all (but not less than all) of the Interest held by each such Limited Partner to such third party in accordance with this Section 10.2, provided that such Limited Partner shall only be required to sell his or her shares at the same price and other terms on which the Interest of the General Partner is proposed to be sold. (b) If the General Partner elects to exercise its "take-along" right (described in Section 10.2(a)) in connection with such a transaction, it shall deliver a notice to each Limited Partner, setting forth the terms of the transaction (including the proposed closing date for its consummation, which shall not be less than thirty (30) days from the effective date of such notice) and all documents required to be executed by each Limited Partner in order to consummate such transaction. Each Limited Partner shall deliver to the General Partner at least seven (7) days prior to the proposed closing date referred to above all documents previously furnished to such Limited Partner for execution in connection with such transaction. If any Limited Partner fails to deliver such documents and such transaction is subsequently consummated, the Partnership shall cause its books and records to show that the Interest owned by such defaulting Limited Partner are bound by the provisions of this Section 10.2 and that the Interest held by him shall be transferred only to the third party who purchased the General Partner's Interest in connection with such transaction. (c) The General Partner shall have one hundred twenty (120) days from the date of its notice referred to in subsection (b) above to consummate any such transaction and, promptly after such consummation, shall notify each Limited Partner to that effect and shall furnish evidence of such sale, including the time of sale and the terms thereof, as any Limited Partner may reasonably request. The General Partner shall also cause to be remitted to each Limited Partner the proceeds of such sale attributable to the sale of such Limited Partner's Interest not later than the fifth business day following such sale. If any such transaction is not consummated prior to the expiration of the one hundred twenty (120) day period referred to in this Section, the General Partner may not (without the c...