Common use of Take-Along Rights Clause in Contracts

Take-Along Rights. (a) Take-Along Notice. So long as the C&D Fund holds a number of shares of Common Stock equal to at least one-third of the Common Stock originally purchased by the C&D Fund at the closing of the Acquisition of the Company, if the C&D Fund intends to effect a sale of all of its shares of Common Stock to a third party (a "100% Buyer") and elects to exercise its rights under this Section 8, the C&D Fund shall deliver written notice (a "Take-Along Notice") to the Purchaser, which notice shall (a) state (i) that the C&D Fund wishes to exercise its rights under this Section 8 with respect to such transfer, (ii) the name and address of the 100% Buyer, (iii) the per share amount and form of consideration the C&D Fund proposes to receive for its shares of Common Stock and (iv) the terms and conditions of payment of such consideration and all other material terms and conditions of such transfer, (b) contain an offer (the "Take-Along Offer") by the 100% Buyer to purchase from the Purchaser all of its Shares on and subject to the same terms and conditions offered to the C&D Fund and (c) state the anticipated time and place of the closing of the purchase and sale of the shares (a "Section 8 Closing"), which (subject to such terms and conditions) shall occur not fewer than five (5) days nor more than ninety (90) days after the date such Take-Along Notice is delivered, provided that if such Section 8 Closing shall not occur prior to the expiration of such 90-day period, the C&D Fund shall be entitled to deliver another Take-Along Notice with respect to such Take-Along Offer.

Take-Along Rights. (a) Take-Along Notice. So long as the C&D Fund holds a number of shares of Common Stock equal to at least oneIf NCP-third of the Common Stock originally purchased by the C&D Fund at the closing of the Acquisition of the Company, if the C&D Fund 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 third party Person who is not an Affiliate (a "100% Take-Along Buyer") prior to a Public Offering and elects to exercise its rights under this Section 82.4, the C&D Fund then NCP-SBG shall deliver written notice (a "Take-Along Notice") to the PurchaserCompany and the other Stockholders, which notice shall (ai) state (iw) that the C&D Fund NCP-SBG wishes to exercise its rights under this Section 8 2.4 with respect to such transfer, (iix) the name and address of the 100% Buyer, Take-Along Buyer and (iiiy) the per share amount and form of consideration the C&D Fund NCP-SBG proposes to receive for its shares of Common Stock Stock, (ii) be accompanied by drafts of purchase and (iv) sale documentation setting forth the terms and conditions of payment of such consideration and all other material terms and conditions of such transfertransfer (the "Take- Along Purchase Agreement"), (biii) contain an offer (the "Take-Along Offer") by the 100% Take-Along Buyer to purchase from the Purchaser other Stockholders all of its Shares their shares of Common Stock, on and subject to the same price, terms and conditions offered to the C&D Fund NCP-SBG and (civ) state the anticipated time and place of the closing of the purchase and sale of the shares such transfer (a "Section 8 Take-Along Closing"), which (subject to such terms and conditions) shall occur not fewer than five (5) days 15 nor more than ninety (90) 90 days after the date such Take-Along Notice is delivered, provided that if such Section 8 Take-Along Closing shall not occur prior to the expiration of such 90-day period, the C&D Fund NCP-SBG shall be entitled to deliver another additional Take-Along Notice 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. (a) Take-Along Notice. So long as the C&D Fund holds a number of ----------------- shares of Common Stock equal to at least one-third of the Common Stock originally purchased by the C&D Fund at the closing of the Acquisition of the CompanyAcquisition, if the C&D Fund intends to effect a sale of all of its shares of Common Stock to a third party (a "100% Buyer") and elects to exercise its rights under this ---------- Section 85, the C&D Fund shall deliver written notice (a "Take-Along Notice") to ---------- ------ the Purchaser, which notice shall (a) state (i) that the C&D Fund wishes to - - exercise its rights under this Section 8 5 with respect to such transfer, (ii) the -- name and address of the 100% Buyer, (iii) the per share amount and form of --- consideration the C&D Fund proposes to receive for its shares of Common Stock and (iv) the terms and conditions of payment of such consideration and all other -- material terms and conditions of such transfer, (b) contain an offer (the - "Take-Along Offer") by the 100% Buyer to purchase from the Purchaser all of its his ----------------- Shares on and subject to the same terms and conditions offered to the C&D Fund and (c) state the anticipated time and place of the closing of the purchase and - sale of the shares (a "Section 8 5 Closing"), which (subject to such terms and ----------------- conditions) shall occur not fewer than five (5) days nor more than ninety (90) days after the date such Take-Along Notice is delivered, provided that if such -------- Section 8 5 Closing shall not occur prior to the expiration of such 90-day period, the C&D Fund shall be entitled to deliver another additional Take-Along Notice Notices with respect to such Take-Along Offer.

Take-Along Rights. (a) Take-Along Notice. So long as the C&D Fund holds a number of shares of ----------------- Common Stock equal to at least one-third of the Common Stock originally purchased by the C&D Fund at the closing of the Acquisition of the Company, if the C&D Fund intends to effect a sale of all of its shares of Common Stock to a third party (a "100% Buyer") and elects to exercise its rights under this Section 8, the C&D Fund shall deliver written notice (a "Take-Along Notice") to the Purchaser, which notice shall (a) state (i) that the C&D Fund wishes to - - exercise its rights under this Section 8 with respect to such transfer, (ii) the -- name and address of the 100% Buyer, (iii) the per share amount and form of --- consideration the C&D Fund proposes to receive for its shares of Common Stock and (iv) the terms and conditions of payment of such consideration and all other -- material terms and conditions of such transfer, (b) contain an offer (the - "Take-Along Offer") by the 100% Buyer to purchase from the Purchaser all of its Shares on and subject to the same terms and conditions offered to the C&D Fund and (c) state the anticipated time and place of the closing of the purchase and - sale of the shares (a "Section 8 Closing"), which (subject to such terms and conditions) shall occur not fewer than five (5) days nor more than ninety (90) days after the date such Take-Along Notice is delivered, provided that if such -------- Section 8 Closing shall not occur prior to the expiration of such 90-day period, the C&D Fund shall be entitled to deliver another Take-Along Notice with respect to such Take-Along Offer.

Take-Along Rights. (a) Take-Along Notice. So long Subject to the prior application of the provisions of Section 13.3, if, prior to the settlement date of the first Underwritten Public Offering after the date hereof, the holders of more than 50% (a "Controlling Group") of the LLC Units (including LLC Units issuable upon exercise of then exercisable options to purchase LLC Units and such number of Contingent LLC Units as the C&D Fund holds a number of shares of Common Stock equal Board shall determine would be issuable immediately prior to at least one-third the Section 13.4 Closing (as defined below) pursuant to Sections 1.3, 1.4, 1.5 and 1.6 of the Common Stock originally purchased by Merger and Exchange Agreement based upon the C&D Fund at CERA CAGR (as such term is defined in the closing Merger and Exchange Agreement) as of the Acquisition of the Companymost recent available date prior to such determination), if the C&D Fund intends acting jointly, intend to effect a sale of all of its shares of Common Stock their LLC Units (including such Contingent LLC Units and, if applicable, their Contingent Options) to a an unaffiliated third party (a "100% Buyer") and elects elect to exercise its their rights under this Section 813.4, the C&D Fund such Controlling Group shall deliver written notice (a "Take-Along Notice") to the PurchaserCompany and the other Members (collectively, the "Other LLC Unitholders"), which notice shall (a) state (i) that the C&D Fund Controlling Group wishes to exercise its rights under this Section 8 13.4 with respect to such transfer, (ii) the name and address of the 100% Buyer, (iii) the per share LLC Unit amount and form of consideration the C&D Fund Controlling Group proposes to receive for its shares of Common Stock LLC Units and (iv) 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 transfertransfer (the "Draft Sale Agreement"), (b) contain an offer (the "Take-Along Offer") by the 100% Buyer to purchase from the Purchaser Other LLC Unitholders all of its Shares their LLC Units, Contingent LLC Units and, if applicable, their Contingent Options, on and subject to the same price, terms and conditions offered to the C&D Fund Controlling Group and (c) state the anticipated time and place of the closing of the purchase and sale of the shares such transfer (a "Section 8 13.4 Closing"), which (subject to such terms and conditions) shall occur not fewer than five (5) days nor more than ninety (90) 90 days after the date such Take-Along Notice is delivered, provided that if such Section 8 13.4 Closing shall not occur prior to the expiration of such 90-day period, the C&D Fund Controlling Group shall be entitled to deliver another Take-Along Notice with respect to such Take-Along Offer. Upon request of a Controlling Group, the Company shall provide the Controlling Group with a current list of the names and addresses of the Other LLC Unitholders.

Take-Along Rights. (a) Take-Along Notice. So long as the C&D Fund holds a number of shares of Common Stock equal to at least one-third of the Common Stock originally purchased by the C&D Fund at the closing of the Acquisition of the CompanyAcquisition, if the C&D Fund intends to effect a sale of all of its shares of Common Stock to a third party (a "100% Buyer") and elects to exercise its rights under this Section 85, the C&D Fund shall deliver written notice (a "Take-Along Notice") to the Purchaser, which notice shall (a) state (i) that the C&D Fund wishes to exercise its rights under this Section 8 5 with respect to such transfer, (ii) the name and address of the 100% Buyer, (iii) the per share amount and form of consideration the C&D Fund proposes to receive for its shares of Common Stock and (iv) the terms and conditions of payment of such consideration and all other material terms and conditions of such transfer, (b) contain an offer (the "Take-Along Offer") by the 100% Buyer to purchase from the Purchaser all of its his Shares on and subject to the same terms and conditions offered to the C&D Fund and (c) state the anticipated time and place of the closing of the purchase and sale of the shares (a "Section 8 5 Closing"), which (subject to such terms and conditions) shall occur not fewer than five (5) days nor more than ninety (90) days after the date such Take-Along Notice is delivered, provided that if such Section 8 5 Closing shall not occur prior to the expiration of such 90-day period, the C&D Fund shall be entitled to deliver another additional Take-Along Notice Notices with respect to such Take-Along Offer.

Take-Along Rights. (a) Take-Along Notice. So long Subject to the prior application of the provisions of Section 13.3, if, prior to the settlement date of the first Underwritten Public Offering after the date hereof, the holders of more than 50% (a "Controlling Group") of the LLC Units (including LLC Units issuable upon exercise of then exercisable options to purchase LLC Units and such number of Contingent LLC Units as the C&D Fund holds a number of shares of Common Stock equal Board shall determine would be issuable immediately prior to at least one-third the Section 13.4 Closing (as defined below) pursuant to Sections 1.3, 1.4, 1.5 and 1.6 of the Common Stock originally purchased by Merger and Exchange Agreement based upon the C&D Fund at CERA CAGR (as such term is defined in the closing Merger and Exchange Agreement) as of the Acquisition of the Companymost recent available date prior to such determination), if the C&D Fund intends acting jointly, intend to effect a sale of all of its shares of Common Stock their LLC Units (including such Contingent LLC Units and, if applicable, their Contingent Options) to a an unaffiliated third party (a "100% Buyer") and elects elect to exercise its their rights under this Section 813.4, the C&D Fund such Controlling Group shall deliver written notice (a "Take-Along Notice") to the PurchaserCompany and the other Members (collectively, the "Other LLC Unitholders"), which notice shall (a) state (i) that the C&D Fund Controlling Group wishes to exercise its rights under this Section 8 13.4 with respect to such transfer, (ii) the name and address of the 100% Buyer, (iii) the per share LLC Unit amount and form of consideration the C&D Fund Controlling Group proposes to receive for its shares of Common Stock LLC Units and (iv) 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 transfertransfer (the "Draft Sale Agreement"), (b) contain an offer (the "Take-Along Offer") by the 100% Buyer to purchase from the Purchaser Other LLC Unitholders all of its Shares their LLC Units, Contingent LLC Units and, if applicable, their Contingent Options, on and subject to the same price, terms and conditions offered to the C&D Fund Controlling Group and (c) state the anticipated time and place of the closing of the purchase and sale of the shares such transfer (a "Section 8 13.4 Closing"), which (subject to such terms and conditions) shall occur not fewer than five (5) days nor more than ninety (90) 90 days after the date such Take-Along Notice is delivered, provided that if such Section 8 13.4 Closing shall not occur prior to the expiration of such 90-day period, the C&D Fund Controlling Group shall be entitled to deliver 66 73 another Take-Along Notice with respect to such Take-Along Offer. Upon request of a Controlling Group, the Company shall provide the Controlling Group with a current list of the names and addresses of the Other LLC Unitholders.

Take-Along Rights. (a) Take-Along Notice. So long as the C&D Fund holds a number of ----------------- shares of Common Stock equal to at least one-third of the Common Stock originally purchased by the C&D Fund at the closing Closing of the Acquisition (exclusive of shares purchased under the Capital Call Agreement, dated as of February 28, 1994, among the Company, the C&D Fund and Barclays Business Credit, Inc.) if the C&D Fund intends to effect a sale of all of its shares of Common Stock to a third party (a "100% Buyer") and elects to exercise its rights under this Section 8, the C&D Fund shall deliver written notice (a "Take-Take- Along Notice") to the Purchaser, which notice shall (a) state (i) that the C&D - - Fund wishes to exercise its rights under this Section 8 with respect to such transfer, (ii) the name and address of the 100% Buyer, (iii) the per share -- --- amount and form of consideration the C&D Fund proposes to receive for its shares of Common Stock and (iv) the terms and conditions of payment of such -- consideration and all other material terms and conditions of such transfer, (b) - contain an offer (the "Take-Along Offer") by the 100% Buyer to purchase from the Purchaser all of its Shares on and subject to the same terms and conditions offered to the C&D Fund and (c) state the anticipated time and place of the - closing of the purchase and sale of the shares (a "Section 8 Closing"), which (subject to such terms and conditions) shall occur not fewer than five (5) days nor more than ninety (90) days after the date such Take-Along Notice is delivered, provided that if such Section 8 Closing shall not occur prior to the -------- expiration of such 90-day period, the C&D Fund shall be entitled to deliver another Take-Along Notice with respect to such Take-Along Offer.

Take-Along Rights. (a) Take-Along Notice. So long as the C&D Fund holds a number of shares of Common Stock equal to at least oneIf NCP-third of the Common Stock originally purchased by the C&D Fund at the closing of the Acquisition of the Company, if the C&D Fund 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 third party Person who is not an Affiliate (a "100% Take-Along Buyer") prior to a Public Offering and elects to exercise its rights under this Section 82.4, the C&D Fund then NCP-SBG shall deliver written notice (a "Take-Along Notice") to the PurchaserCompany and the other Stockholders, which notice shall (ai) state (iw) that the C&D Fund NCP-SBG wishes to exercise its rights under this Section 8 2.4 with respect to such transfer, (iix) the name and address of the 100% Buyer, Take-Along Buyer and (iiiy) the per share amount and form of consideration the C&D Fund NCP-SBG proposes to receive for its shares of Common Stock Stock, (ii) be accompanied by drafts of purchase and (iv) sale documentation setting forth the terms and conditions of payment of such consideration and all other material terms and conditions of such transfertransfer (the "Take-Along Purchase Agreement"), (biii) contain an offer (the "Take-Along Offer") by the 100% Take-Along Buyer to purchase from the Purchaser other Stockholders all of its Shares their shares of Common Stock, on and subject to the same price, terms and conditions offered to the C&D Fund NCP-SBG and (civ) state the anticipated time and place of the closing of the purchase and sale of the shares such transfer (a "Section 8 Take-Along Closing"), which (subject to such terms and conditions) shall occur not fewer than five (5) days 15 nor more than ninety (90) 90 days after the date such Take-Along Notice is delivered, provided that if such Section 8 Take-Along Closing shall not occur prior to the expiration of such 90-day period, the C&D Fund NCP-SBG shall be entitled to deliver another additional Take-Along Notice Notices with respect to such Take-Along Offer. Upon the request of NCP-SBG, the Company shall provide NCP-SBG with a Stockholder List.