Common use of Take-Along Rights Clause in Contracts

Take-Along Rights. (a) If the IPC Majority Holders elect to consummate, or to cause the Company to consummate, a transaction constituting a Company Sale, or the IPC Majority Holders elect to consummate a transaction constituting a Preferred Stock Sale, then, in either case, the IPC Majority Holders shall notify the Company and the other Securityholders in writing at least 30 days prior to the consummation of such transaction of their election to exercise their rights under this Section 4. If the IPC Majority Holders deliver such notice, then, subject to this Section 4(a), the other Securityholders shall vote for, consent to, and raise no objections to the proposed transaction, and the Securityholders (including the IPC Holders) and the Company shall take all other actions necessary to cause the consummation of such Company Sale or Preferred Stock Sale on the terms proposed by the IPC Majority Holders. Without limiting the foregoing, (i) if the proposed Company Sale is structured as a sale of assets or a merger or consolidation, each Securityholder shall vote or cause to be voted all Securityholder Shares that such Securityholder holds 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 shall waive any dissenter’s rights, appraisal rights or similar rights which such Securityholder may have in connection therewith, (ii) if the proposed Company Sale is structured as or involves a sale or redemption of Securityholder Shares, the Securityholders shall agree to sell their pro rata share of Securityholder Shares being sold in such Company Sale on the terms and conditions approved by and applicable to the IPC Majority Holders, and such Securityholders shall execute all documents reasonably required to effectuate such Company Sale and approved by the IPC Majority Holders in connection with such Company Sale, (iii) with respect to a Preferred Stock Sale, the Securityholders shall agree to sell their pro rata share of Series A Preferred Stock being sold or redeemed in such Preferred Stock Sale on the terms and conditions approved by the IPC Majority Holders, and such Securityholders shall execute all documents required to effectuate such Preferred Stock Sale and approved by, and applicable to, the IPC Majority Holders in connection with such Preferred Stock Sale; provided that as a condition to consummating the Preferred Stock Sale, the Certificate of Incorporation shall be amended to eliminate the rights of the holders of Series A Preferred Stock to elect the Class A Directors, (iv) each Demand Holder and Management Holder shall be obligated to provide the same representations, warranties, covenants and agreements that the IPC Majority Holders agree to provide in connection with such Company Sale or Preferred Stock Sale (except that each Securityholder shall be obligated to provide any such obligations that relate specifically to a particular Securityholder such as representations and warranties given by a Securityholder regarding such Securityholder’s title to and ownership of such Securityholder’s Securityholder Shares), and (v) each Securityholder shall be obligated to join on a pro rata basis (based on the relative consideration to be received by each such Securityholder) in any indemnification or other obligations that the IPC Majority Holders agree to provide in connection with such Company Sale or Preferred Stock Sale (other than any such obligations that relate specifically to a particular Securityholder such as indemnification with respect to representations and warranties given by a Securityholder regarding such Securityholder’s title to and ownership of such Securityholder’s Securityholder Shares); provided that the indemnification obligation of each Securityholder shall not exceed the aggregate consideration to be received by such Securityholder.

Take-Along Rights. (a) If the IPC BSMB Majority Holders elect to consummate, or to cause the Company to consummate, a transaction constituting a Company Sale, or the IPC Majority Holders elect to consummate a transaction constituting a Preferred Stock Sale, then, in either case, the IPC BSMB Majority Holders shall notify the Company and the other Securityholders in writing at least 30 days prior to the consummation of such transaction of their election to exercise their rights under this Section 4. If the IPC BSMB Majority Holders deliver such notice, then, subject to this Section 4(a), the other Securityholders shall vote for, consent to, and raise no objections to the proposed transaction, and the Securityholders (including the IPC HoldersBSMB Investors) and the Company shall take all other actions necessary to cause the consummation of such Company Sale or Preferred Stock Sale on the terms proposed by the IPC BSMB Majority Holders. Without limiting the foregoing, (i) if the proposed Company Sale is structured as a sale of assets or a merger or consolidation, each Securityholder shall vote or cause to be voted all Securityholder Shares that such Securityholder holds 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 shall waive any dissenter’s rights, appraisal rights or similar rights which such Securityholder may have in connection therewith, (ii) if the proposed Company Sale is structured as or involves a sale or redemption of Securityholder Shares, the Securityholders shall agree to sell their pro rata share of Securityholder Shares being sold in such Company Sale on substantially the terms and conditions approved by and applicable to the IPC BSMB Majority Holders, and such Securityholders shall execute all documents reasonably required to effectuate such Company Sale and approved by the IPC BSMB Majority Holders in connection with such Company Sale, (iii) with respect to a Preferred Stock Sale, the Securityholders shall agree to sell their pro rata share of Series A Preferred Stock being sold or redeemed in such Preferred Stock Sale on the terms and conditions approved by the IPC Majority Holders, and such Securityholders shall execute all documents required to effectuate such Preferred Stock Sale and approved by, and applicable to, the IPC Majority Holders in connection with such Preferred Stock Sale; provided that as a condition to consummating the Preferred Stock Sale, the Certificate of Incorporation shall be amended to eliminate the rights of the holders of Series A Preferred Stock to elect the Class A Directors, (iv) each Demand Holder and Management Holder Securityholder shall be obligated to provide the same representations, warranties, covenants and agreements that the IPC BSMB Majority Holders agree to provide in connection with such Company Sale or Preferred Stock Sale (except that each Securityholder shall be obligated to provide any such obligations that relate specifically to a particular Securityholder such as representations and warranties given by a Securityholder regarding such Securityholder’s title to and ownership of such Securityholder’s Securityholder Shares), and (viv) each Securityholder shall be obligated to join on a pro rata basis (based on the relative consideration to be received by each such Securityholder) in any indemnification or other obligations that the IPC BSMB Majority Holders agree to provide in connection with such Company Sale or Preferred Stock Sale (other than any such obligations that relate specifically to a particular Securityholder such as indemnification with respect to representations and warranties given by a Securityholder regarding such Securityholder’s title to and ownership of such Securityholder’s Securityholder Shares); provided provided, that the indemnification obligation of each Securityholder shall not exceed the aggregate net consideration to be received by such Securityholder, (v) no Securityholder which is an institutional investor or investment fund shall be required to enter into any non-competition, non-solicitation or similar arrangement which survives the closing of such Transfer, and (vi) no Securityholder shall be required to enter into a new non-competition, non-solicitation or similar arrangement which survives the consummation of such Company Sale that is more restrictive than any non-competition, non-solicitation or similar arrangement to which such Securityholder is subject prior to the consummation of such Company Sale.

Take-Along Rights. (a) If Subject to the IPC Majority Holders elect next paragraph, if Vestar elects to consummate, or to cause the Company to consummate, a transaction constituting a Company SaleSale of the Company, or the IPC Majority Holders elect to consummate a transaction constituting a Preferred Stock Sale, then, in either case, the IPC Majority Holders Vestar shall notify the Company and the other Securityholders in writing at least 30 days prior to the consummation of such transaction of their election to exercise their rights under this Section 4. If the IPC Majority Holders deliver such notice, then, subject to this Section 4(a)that election, the other Securityholders shall vote for, will consent to, to and raise no objections to the proposed transaction, and the Securityholders (including the IPC Holders) and the Company shall will take all other actions reasonably necessary or desirable to cause the consummation of such Company Sale or Preferred Stock Sale transaction on the terms proposed by the IPC Majority HoldersVestar (a “Drag Along Sale”). Without limiting the foregoing, (i) if the proposed Company Drag Along Sale is structured as a sale of assets or a merger or consolidation, each Securityholder shall or otherwise requires stockholder approval, the Securityholders and the Company will vote or cause to be voted all Securityholder Shares Securities that such Securityholder holds 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 shall will waive any dissenter’s rights, appraisal rights or similar rights which such Securityholder they may have in connection therewith, and (ii) if the proposed Company Drag Along Sale is structured as or involves a sale or redemption of Securityholder SharesSecurities, the Securityholders shall will agree to sell their pro pro-rata share of Securityholder Shares the Securities being sold in such Company Drag Along Sale on the terms and conditions approved by and applicable to the IPC Majority HoldersVestar, and such the Securityholders shall will execute all documents reasonably required to effectuate such Company Sale and any merger, asset purchase, security purchase, recapitalization or other sale agreement approved by the IPC Majority Holders Vestar in connection with such Company SaleSale of the Company. Notwithstanding the foregoing, (iiiVestar shall not require the sale pursuant to this Section 4.1(a) with respect of Units owned by Employees unless, prior to a Preferred Stock the consummation of any Drag Along Sale, the Securityholders shall Vestar Majority Holder and the Executive Majority Holders mutually agree in good faith on a valuation of the Units that are not Class A Units held by the Employees and such Employees are given the opportunity to sell their pro rata share of Series convert such Units into Class A Preferred Stock being sold or redeemed Units based upon such valuation and participate on that as-converted basis in such Preferred Stock Drag Along Sale on pursuant to the terms and conditions approved by the IPC Majority Holders, and such Securityholders shall execute all documents required to effectuate such Preferred Stock Sale and approved by, and applicable to, the IPC Majority Holders in connection with such Preferred Stock Sale; provided that as a condition to consummating the Preferred Stock Sale, the Certificate provisions of Incorporation shall be amended to eliminate the rights of the holders of Series A Preferred Stock to elect the Class A Directors, (iv) each Demand Holder and Management Holder shall be obligated to provide the same representations, warranties, covenants and agreements that the IPC Majority Holders agree to provide in connection with such Company Sale or Preferred Stock Sale (except that each Securityholder shall be obligated to provide any such obligations that relate specifically to a particular Securityholder such as representations and warranties given by a Securityholder regarding such Securityholder’s title to and ownership of such Securityholder’s Securityholder Shares), and (v) each Securityholder shall be obligated to join on a pro rata basis (based on the relative consideration to be received by each such Securityholder) in any indemnification or other obligations that the IPC Majority Holders agree to provide in connection with such Company Sale or Preferred Stock Sale (other than any such obligations that relate specifically to a particular Securityholder such as indemnification with respect to representations and warranties given by a Securityholder regarding such Securityholder’s title to and ownership of such Securityholder’s Securityholder Shares); provided that the indemnification obligation of each Securityholder shall not exceed the aggregate consideration to be received by such Securityholderthis Section 4.1.