Common use of Take-Along Rights Clause in Contracts

Take-Along Rights. (i) If there should be a Qualified Sale Transaction, HLI may, in its capacity as Managing Member and in its sole discretion, require (“take-along right”) each Member to (A) sell all (but not less than all) of the Units (together with the associated shares of Class B Common Stock, if any) then held by that Member to the purchaser in accordance with this Section 10.4(b) or (B) require that Member to surrender those Units (together with the associated shares of Class B Common Stock, if applicable) for redemption by the Company, as the transaction may require, subject to all applicable provisions of this Section 10.4. Notwithstanding the foregoing, the Managing Member may allow any Person owning Units of record or beneficially that is employed by HLI, the Company or their Subsidiaries to retain, and exclude from a Qualified Sale Transaction, a portion of those Units in connection with any Qualified Sale Transaction.

Take-Along Rights. (i) If there should be a Qualified Sale Transaction, HLI may, in its capacity as Managing Member and in its sole discretion, require (“take-along right”) each Member to (Ax) sell all (but not less than all) of the Units (together with the associated shares of Class B Common Stock, if any) then held by that Member to the purchaser in accordance with this Section 10.4(b) 10.4 or (By) require that Member to surrender those Units (together with the associated shares of Class B Common Stock, if applicable) for Exchange pursuant to the Exchange Agreement or for redemption by the Company, as the transaction may require, subject to all applicable provisions of this Section 10.4Sections 10.4(d) and 10.4(e). Notwithstanding the foregoing, the Managing Member may allow any Person owning Units of record or beneficially Member that is employed by HLI, the Company or their Subsidiaries to retain, and exclude from a Qualified Sale Transaction, a portion of those its Units in connection with any Qualified Sale Transaction.