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. 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 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. 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. 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

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.

Take-Along Right Sample Clauses

Filter & Search

Related Clauses

Parent Clauses

Sub-Clauses