Take-Along Rights. (a) If Vestar elects to consummate, or to cause the Corporation or Holdings to consummate, a transaction constituting a Sale of DynaVox, Vestar shall notify the Corporation and Holdings and the other Securityholders in writing of that election, the other Securityholders will consent to and raise no objections to the proposed transaction, and the Securityholders and the Corporation and Holdings will take all other actions reasonably necessary or desirable to cause the consummation of such Sale of DynaVox on the terms proposed by Vestar; provided, that no Securityholder shall be required to enter into any non-compete or similar arrangement without their actual consent. Without limiting the foregoing, (i) if the proposed Sale of DynaVox is structured as a sale of assets or a merger or consolidation, or otherwise requires equityholder approval, the Securityholders will vote or cause to be voted all Securities that they hold or with respect to which such Securityholder 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 DynaVox is structured as or involves a sale or redemption of Securities, the Securityholders will agree to sell their pro-rata share of the Securities being sold in such Sale of DynaVox on the terms and conditions approved by Vestar, and the Securityholders will execute any merger, asset purchase, security purchase, recapitalization or other sale agreement approved by Vestar in connection with such Sale of DynaVox.
(b) The obligations of each of the Securityholders with respect to the Sale of DynaVox are subject to the satisfaction of the following conditions:
(i) upon the consummation of the Sale of DynaVox, all of the holders of a particular class or series of Securities shall receive the same form and amount of consideration per share, unit or amount of Securities, or if any holders of a particular class or series of Securities are given an option as to the form and amount of consideration to be received, all holders of such class or series will be given the same option;
(ii) such Securityholder shall be given the ability to exercise his or its rights pursuant to the Exchange Agreement prior to the consummation of the Sale, and to receive in connection with such Sale the consideration which would be received on account of the Securities issuable pursuant to such exchan...
Take-Along Rights. (a) Take-Along Notice. If NCP-SBG intends to effect a sale or transfer (a "Take-Along Sale") of all or substantially all of its shares of Common Stock to a Person who is not an Affiliate (a "Take-Along Buyer") prior to a Public Offering and elects to exercise its rights under this Section 2.4, then NCP-SBG shall deliver written notice (a "Take-Along Notice") to the Company and the other Stockholders, which notice shall (i) state (w) that NCP-SBG wishes to exercise its rights under this Section 2.4 with respect to such transfer, (x) the name and address of the Take-Along Buyer and (y) the per share amount and form of consideration NCP-SBG proposes to receive for its shares of Common Stock, (ii) be accompanied by 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 "Take- Along Purchase Agreement"), (iii) contain an offer (the "Take-Along Offer") by the Take-Along Buyer to purchase from the other Stockholders all of their shares of Common Stock, on and subject to the same price, terms and conditions offered to NCP-SBG and (iv) state the anticipated time and place of the closing of such transfer (a "Take-Along Closing"), which (subject to such terms and conditions) shall occur not fewer than 15 nor more than 90 days after the date such Take-Along Notice is delivered, provided that if such Take-Along Closing shall not occur prior to the expiration of such 90-day period, NCP-SBG shall be entitled to deliver additional Take-Along Notices with respect to such Take-Along Offer. Upon the request of NCP-SBG, the Company shall provide NCP-SBG with a Stockholder List.
Take-Along Rights. If an offeror desires to purchase all of the outstanding shares of Common Stock and if the owners of at least 50% of the outstanding shares desire to make such sale, the Optionee agrees to sell all of his or her shares to such offeror on the terms and conditions approved by the owners of at least 50% of the outstanding shares.
Take-Along Rights. (a) If at any time, the General Partner wishes to sell all or substantially all of its Partnership Interest in one transaction or a series of related transactions (a “Control Transaction”), the General Partner may require each other Partner (a “Take Along Partner”) to sell all (but not less than all) of the Partnership Interest held by such Limited Partner to such third party in accordance with this Section 14, subject only to compliance with applicable federal and state securities laws, as provided in Section 16(b)(ii); provided that the General Partner shall fully discharge any Pennsylvania real estate transfer taxes that may become payable as a result of its exercise of such take along rights during the first 36 months after the date hereof. The purchase price for the Residual Interest transferred in any such sale shall be the Residual Interest Purchase Price.
(b) In connection with any exercise of its rights hereunder, the General Partner shall deliver a notice to each Take Along Partner identifying the proposed closing date for the consummation of the transaction and the Take Along Partner shall deliver to the General Partner at least seven days prior to the proposed closing date all documents reasonably required by the General Partner in order to effectuate the Control Transaction and the Transfer of the Take Along Partners’ Partnership Interest free and clear of any liens, pledges, security interests, charges, equities, or other encumbrances whatsoever (“Encumbrances”) other than Encumbrances in favor of the General Partner or its shareholders or partners.
Take-Along Rights. If the Investors LLC Parties desire to Transfer or exchange directly or indirectly (by merger or otherwise), at least 50% of the Shares beneficially owned by the Investors LLC Parties (any such transaction being referred to herein as an "Exit Sale") to any Person who is not an Affiliate of the transferring Investors LLC Party or an Affiliate of Investors, Investors may require, pursuant to a written notice delivered to the SSC Parties at least 20 days prior to the closing of the proposed Exit Sale, that the SSC Parties sell to the prospective purchaser, concurrently with and on the terms (including price) and subject to the conditions of the Exit Sale, up to that number of Shares owned by the SSC Parties as shall equal the product of (x) a fraction, the numerator of which is the number of Shares held by the Investors LLC Parties proposed to be acquired in the Exit Sale and the denominator of which is the number of Shares owned by the Investors LLC Parties, and (y) the number of Shares owned by the SSC Parties. If the Investors LLC Parties propose the Transfer of all or substantially all of the assets or business, (whether by merger, sale or otherwise) of the Company, then Investors and the Company shall have the right to require the SSC Parties to take promptly all action necessary or appropriate (including voting their Shares in favor of such transaction) in order to effect such transaction. Each of the SSC Parties covenants and agrees that it shall take such actions as are necessary to consummate the transactions contemplated by this Section 4.3. Any indemnification provided in connection with any Transfer made pursuant to this Section 4.3 shall be on a several and not joint basis and any such indemnification shall be pro-rata in accordance with the number of Shares Transferred or proceeds received and any such indemnification shall be limited to the proceeds received by such SSC Party in connection with the transaction.
Take-Along Rights. (a) In the event that at any time (i) NIplc or any of its affiliates (including, without limitation, GRS Holding Company Limited ("GRSH") and Hercules Limited, which also beneficially own, directly or indirectly, the shares of Merger Sub Common Stock beneficially owned by NIplc, but, for the avoidance of any doubt, excluding Xxxxxxx & Xxxxx, Inc. or any of its affiliates), as the case may be (each, a "Selling Entity"), proposes to sell for cash or any other consideration, either directly or indirectly (by way of the sale of beneficial ownership interest in any such affiliate or otherwise), any shares of Surviving Corporation Common Stock owned by it, in any transaction other than (x) a public offering of securities, (y) a sale or other transfer to one of their affiliates or (z) a sale or other transfer of beneficial ownership in (A) up to 9,000,000 shares of Surviving Corporation Common Stock to Xxxxxxx & Xxxxx, Inc. or any of its affiliates or (B) up to 12,000,000 shares of Surviving Corporation Common Stock to GRSH (a "Proposed Sale") and (ii) such Proposed Sale, when considered together with previous direct or indirect sales of Surviving Corporation Common Stock by the Selling Entity and any of its affiliates (other than (1) sales or other transfers to one of their affiliates or (2) sales or other transfers of beneficial ownership in the shares of Surviving Corporation Common Stock referred to in clause (z) above), would constitute the sale of the direct or indirect beneficial ownership of more than 25% of the outstanding shares of Surviving Corporation Common Stock, then the Selling Entity will notify the Purchaser or the Purchaser's Estate or Purchaser's Trust (as such terms are defined in Section 4(a) of the Subscription Agreement), as the case may be, in writing (a "Notice") of such proposed sale and the material terms of the Proposed Sale as of the date of the Notice (the "Material Terms") promptly, and in any event not less than 15 days prior to the consummation of the Proposed Sale and not more than 5 days after the execution of the definitive agreement relating to the Proposed Sale, if any (the "Sale Agreement").
(b) If (i) within 10 days of the Purchaser's or the Purchaser's Estate's or Purchaser's Trust's, as the case may be, receipt of such Notice the Selling Entity receives from the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may be, a written request (a "Request") to include shares of Surviving Corporation Common S...
Take-Along Rights. (a) If any person or entity offers to acquire all or substantially all of the assets or business of the Company, by merger, sale of assets, stock purchase or otherwise, and the holders of (i) 66 2/3% in interest of the then outstanding shares of Series A Stock, (ii) 66 2/3% in interest of the then outstanding shares of Series B Stock and (iii) a majority in interest of the then outstanding shares of Common Stock, voting separately, have voted in favor of such transaction (whether at an annual or special meeting of stockholders or by written consent in lieu of a meeting of stockholders) (an “Approved Sale”), then all remaining holders of Series A Stock, Series B Stock and Common Stock shall be obligated to (a) vote all of their shares of Capital Stock (the “Shares”) in favor of the transaction, (b) sell, transfer or exchange all of their Shares in connection with such transaction on the same terms as those consented to by such consenting holders of the Company’s voting Capital Stock (with appropriate adjustment to reflect the conversion of convertible securities and the preference and priorities of the Company’s Preferred Stock), and (c) execute and deliver such instruments of conveyance and transfer and take such other actions, including executing any purchase agreement, merger agreement, indemnity agreement, escrow agreement or related documents, as may be reasonably required by the Company in order to carry out the terms and provision of this Section 5.
(b) If the Approved Sale is structured as a merger or consolidation, all holders of Series A Stock, Series B Stock and Common Stock (each an “Obligee”) shall waive any dissenters’ rights, appraisal rights or similar rights in connection with the Approved Sale. If an Obligee fails or refuses to vote or sell his, her or its Shares as required by, or votes its Shares in contravention of, this Section 5, then each such Obligee hereby grants to the Company’s then Chief Executive Officer an irrevocable proxy, coupled with an interest, to vote such Shares in accordance with this Section 5, and hereby appoints such officer its attorney in fact, to sell such Shares in accordance with the terms of this Section 5. At the closing of such transaction, each Obligee shall deliver, against receipt of the consideration payable in such transaction, certificates representing the Shares which such Obligee holds of record or beneficially, with all endorsements necessary for transfer. In the event that an Obligee fails or refu...
Take-Along Rights. (a) Notwithstanding Section 7.1, if at any time, the TRP Parties desire to effect a sale of the entire Company to an unrelated Person or entity in one transaction or a series of similar transactions (a “Sale Transaction”), the TRP Parties may, in their sole discretion, require each other Member to sell all (but not less than all) of the Units then held by it to such purchaser in accordance with this Section 7.4 provided that such other Members shall only be required to sell its Units at the same price per Unit and upon substantially the same terms as the TRP Parties.
(b) If the TRP Parties elect to exercise their take-along rights in connection with a Sale Transaction, they shall deliver a notice to each other Member and to the Company, setting forth the terms of the Sale Transaction (including the proposed closing date for its consummation, which shall not be fewer than 30 days after the date of such notice) and all documents required to be executed by each other Member to consummate the Sale Transaction. Each other Member shall deliver to the TRP Parties, at least seven days before the proposed closing date, all documents previously furnished to such other Member for execution in connection with the Sale Transaction. If any other Member fails to deliver these documents and the transaction is subsequently consummated, the Company shall cause its books and records to show that the Units represented by the defaulting Member are bound by the provisions of this section and that Units held by it shall be Transferred only to the third party who purchased the Units in the Sale Transaction.
(c) Any TRP Party may, within 180 days from the date of its notice referred to above, consummate any Sale Transaction and, promptly after such consummation, shall notify the Company and each other Member to that effect and furnish such evidence of the sale and of the terms thereof as any other Member may reasonably request. The TRP Parties shall also cause to be remitted to each other Member that has complied with its obligations hereunder the proceeds of the sale attributable to the sale of such Member’s Units not later than the third business day following the sale (subject to any agreed holdbacks or escrows in connection with such sale, and net of such Member’s pro rata portion of all costs and expenses incurred in connection therewith). If a Sale Transaction is not consummated within such one hundred eighty (180) day period, the TRP Parties may not thereafter consummate th...
Take-Along Rights. (a) Notwithstanding Section 1.3 of this Agreement, neither Shareholder may effect a Transfer (or a series of related Transfers) of Shares (except for Transfers permitted by Section 1.2) constituting more than 50% of the Shares then owned by such Shareholder to one person or a related group of persons (other than Transfers effected by sales of Shares through underwriters in a public offering or in the securities markets generally) (the "Section 1.4
Take-Along Rights. Apollo may not effect a Transfer (or a series of related Transfers) of Vail Equity to one person or a related group of persons if such Transfer would result in a Change of Control of Vail (other than Transfers effected by sales of Vail Equity through underwriters in a public offering or in the securities markets generally) (the "Section 9.1
