Common use of Take-Along Rights Clause in Contracts

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. If If, prior to an IPO, any member of the Investor Group, any affiliate of any member of the Investor Group, or any officer, director, employee, participant, shareholder or member of any member of the Investor Group, or any affiliate thereof (together, the “Investors LLC Parties Parties”) desire to Transfer or exchange directly or indirectly (by merger or otherwise), at least 50% %, individually or in the aggregate, of the Shares shares of Common Stock beneficially owned by all Investors Parties in the Investors LLC Parties aggregate (any such transaction being referred to herein as an "“Exit Sale"”) to any Person person who is not an Affiliate affiliate of any of the transferring Investors LLC Party or Parties, an Affiliate of Investors, Investors Investor may require, pursuant to a written notice delivered to the SSC Parties Subscriber at least 20 days prior to the closing of the proposed Exit Sale, that the SSC Parties Subscriber 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 Subscriber as shall equal the product of (x) a fraction, the numerator of which is the number of Shares shares of Common Stock held by the Investors LLC Parties proposed to be acquired transferred in the Exit Sale and the denominator of which is the number of Shares shares of Common Stock owned by all Investors Parties in the Investors LLC Partiesaggregate, and (y) the number of Shares owned by the SSC PartiesSubscriber. If the Investors LLC Parties propose the Transfer of all or substantially all of the assets or business, business (whether by merger, sale or otherwise) of the CompanyCorporation, then the Investors and the Company Corporation shall have the right to require the SSC Parties Subscriber 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 The Subscriber 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 transactionparagraph.

Take-Along Rights. If If, prior to an IPO, 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 Employee Parties at least 20 days prior to the closing of the proposed Exit Sale, that the SSC Parties each Employee Party 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 each Employee Party 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 transferred 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 Partiessuch Employee Party. 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 Employee 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 Employee Parties covenants and agrees that it shall take such actions as are necessary to consummate the transactions contemplated by this Section 4.34.2. Any indemnification provided in connection with any Transfer made pursuant to this Section 4.3 4.2 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 Employee Party in connection with the transaction.

Take-Along Rights. If If, prior to an IPO, 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 Employee Parties at least 20 days prior to the closing of the proposed Exit Sale, that the SSC Parties each Employee Party 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 each Employee Party 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 transferred 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 Partiessuch Employee Party. 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 Employee 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 Employee 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.this

Take-Along Rights. If If, prior to an IPO, Investors, any affiliate of Investors, or any officer, director, employee, participant, shareholder or member of Investors, or any affiliate thereof (together, the "Investors LLC Parties Parties") desire to Transfer or exchange directly or indirectly (by merger or otherwise), at least 50% of the Shares shares of Voting and Non-Voting Common Stock beneficially owned by the Investors LLC Parties (any such transaction being referred to herein as an "Exit Sale") to any Person person who is not an Affiliate 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 Subscriber at least 20 days prior to the closing of the proposed Exit Sale, that the SSC Parties Subscriber 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 Subscriber as shall equal the product of (x) a fraction, the numerator of which is the number of Shares shares of Voting and Non-Voting Common Stock held by the Investors LLC Parties proposed to be acquired transferred in the Exit Sale and the denominator of which is the number of Shares shares of Voting and Non-Voting Common Stock owned by the Investors LLC Parties, and (y) the number of Shares owned by the SSC PartiesSubscriber. 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 CompanyCorporation, then Investors and the Company Corporation shall have the right to require the SSC Parties Subscriber 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 The Subscriber 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 transactionparagraph.