Common use of Take-Along Rights Clause in Contracts

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 the proposed Sale Transaction without again complying with this Section 7.4 and shall return to each other Member all documents previously delivered to the TRP Parties in connection with the Sale Transaction. (d) Notwithstanding anything in this Section 7.4 to the contrary, there shall be no liability on the part of any TRP Party to any Member if any sale of Units pursuant to this Section 7.4 is not consummated for whatever reason, it is understood that the TRP Parties, in its sole discretion, shall determine whether to effect a sale of Units to any person pursuant to this Section 7.4. (e) The rights granted to the TRP Parties under this Section 7.4 shall not apply to Transfers among or between TRP Parties.

Take-Along Rights. (a) Notwithstanding Section 7.1If the General Partner wishes to sell, if at any timeall, the TRP Parties desire to effect a sale but not less than all, of the entire Company Partnership Interest held by it to an unrelated a Person or entity Entity that is not an Affiliate of the General Partner, in one transaction or a series of similar transactions (a “Sale Control Transaction”), the TRP Parties General Partner may, in their its sole discretion, require each other Member Partner (a “Take Along Partner”) to sell all (but not less than all) of the Units then Partnership Interest held by him or it to such purchaser third party in accordance with this Section 7.4 8.7; provided that such other Members Take Along Partner shall only be required to sell its Units Partnership Interest at the same price per Unit Percentage Interest and upon substantially the same terms as the TRP PartiesPartnership Interest of the General Partner. (b) If the TRP Parties elect The General Partner electing to exercise their take-its take along rights right in connection with a Sale Transaction, they Control Transaction shall deliver a notice to each other Member Take Along Partner and to the CompanyPartnership, setting forth the terms of the Sale Control Transaction (including the proposed closing date for its consummation, which shall not be fewer less than 30 thirty (30) days after from the effective date of such notice) and all documents required to be executed by each other Member Take Along Partner in order to consummate the Sale such Control Transaction. Each other Member Take Along Partner shall deliver to the TRP Parties, General Partner at least seven (7) days before prior to the proposed closing date, date referred to above all documents previously furnished to such other Member Take Along Partner for execution in connection with the Sale Control Transaction. If any other Member Take Along Partner fails to deliver these such documents to the General Partner, and the transaction such Control Transaction is subsequently consummated, the Company Partnership shall cause its books and records to show that the Units Partnership Interest represented by the such defaulting Member are Partner is bound by the provisions of this section Section and that Units the Partnership Interest held by him or it shall be Transferred transferred only to the third party who purchased the Units Partnership Interest in the Sale connection with such Control Transaction. (c) Any TRP Party may, within 180 The General Partner shall have one hundred and eighty (180) days from the date of its notice referred to above, in Subsection (b) above to consummate any Sale Control Transaction and, promptly after such consummation, shall notify the Company Partnership and each other Member Take Along Partner to that effect and shall furnish such evidence of such sale (including the sale time of sale) and of the terms thereof as any other Member Take Along Partner may reasonably request. The TRP Parties General Partner shall also cause to be remitted to each other Member that has complied with its obligations hereunder Take Along Partner the proceeds of the such sale attributable to the sale of such MemberTake Along Partner’s Units interest not later than the third fifth 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 any Control Transaction is not consummated within such prior to the expiration of the one hundred and eighty (180) day periodperiod referred to in this Section 8.6(c), the TRP Parties General Partner may not thereafter consummate the proposed Sale a Control Transaction without again complying with this Section 7.4 and shall return to each other Member Take Along Partner all documents previously delivered to the TRP Parties General Partner in connection with the Sale such Control Transaction. (d) If CMS proposes to sell, in a single transaction or a series of similar transactions, any shares of the voting stock of the General Partner so that the purchaser in such transaction(s) would hold 51% or more of the voting stock of the General Partner upon their consummation, the General Partner shall have the right to require each Partner to sell his or its Partnership Interest to either CMS or such purchaser for an amount equal to the purchase price received by CMS in such sale multiplied by the Percentage Interest of the Take Along Partner whose interest is being sold. Any such right shall be exercised by the General Partner as provided in Section 8.7(b) and upon the exercise of such right, each Partner shall have the obligations and be subject to the sanctions set forth in Section 8.7(b) and 8.7(c). (e) Notwithstanding anything in this Section 7.4 to the contrary, there no Partner, other than the General Partner, shall have any right to determine whether or not the General Partner’s Interest in the Partnership shall be no liability on the part of any TRP Party to any Member if any sale of Units pursuant to sold and nothing in this Section 7.4 is not consummated for whatever reason, it is understood that 8.7 shall be construed to require the TRP Parties, in its sole discretion, shall determine whether General Partner to effect a sale of Units its interest in the Partnership to any person pursuant to this Section 7.4Person. (e) The rights granted to the TRP Parties under this Section 7.4 shall not apply to Transfers among or between TRP Parties.

Take-Along Rights. (a) Notwithstanding Section 7.1If, if at any time, the TRP Parties desire either Purchaser proposes to effect a sale sell shares of the entire Company to an unrelated Person Securities representing 50% or entity more of such Purchaser's aggregate Securities then held, in one transaction or a in any series of similar transactions (other than through a “Sale Transaction”sale of such shares in a public offering) to any third party (the "Buyer"), then such party (the TRP Parties may"Selling Party") shall have the right (the "Take-Along Right") to require Xxxxxxxxxx to participate, pro rata in proportion to the respective number of shares of Securities owned by each party, in their sole discretion, require each other Member to sell all (but not less than all) such transaction or series 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 transactions on the same terms and conditions (including but not limited to obligations with respect to indemnification) as the TRP PartiesSelling Party. The Selling Party shall exercise the Take-Along Right by delivering written notice thereof to Xxxxxxxxxx, describing in such notification the material terms of the proposed sale. (b) If On the TRP Parties elect closing date of the sale of Securities to exercise their take-along rights in connection with a Sale Transactionthe Buyer, they the Selling Party and Xxxxxxxxxx shall deliver a notice the certificates representing the Securities owned by it and him, in proper form for transfer with appropriate stock powers executed in blank attached and all documentary and transfer tax stamps affixed, against payment of the purchase price therefor. By delivering such certificates, the Selling Party and Xxxxxxxxxx each shall be deemed to each other Member represent and warrant that the Buyer will receive good title 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 Securities transferred 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 them represented by the defaulting Member are bound by the provisions such certificates, free and clear of this section all liens, security interests, pledges, charges, encumbrances, stockholders agreements, and that Units held by it shall be Transferred only to the third party who purchased the Units in the Sale Transactionvoting trusts. (c) Any TRP Party may, within 180 days from The provisions of this Section 3 shall terminate on the date that the Purchasers shall first collectively own Securities (i) with a stated value, in the case of Preferred Stock, or (ii) valued at $7.25 per share, in the case of shares of Common Stock, equal to less than an aggregate of $50,000,000; provided, however, that if on such date there shall be a sale of Securities previously commenced in which a Selling Party shall have delivered written notice of its notice referred election to aboverequire Xxxxxxxxxx to participate in such sale pursuant to this Section, consummate any Sale Transaction and, promptly after such consummation, then the provisions of this Section shall notify continue to apply and be enforceable until the Company and each other Member to that effect and furnish such evidence earlier 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 (i) the sale of Securities to the Buyer pursuant to such Member’s Units not later than transaction, or (ii) the third business day following the sale (subject to any agreed holdbacks or escrows in connection with such sale, and net termination 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, transaction by the TRP Parties may not thereafter consummate the proposed Sale Transaction without again complying with this Section 7.4 and shall return Selling Party prior to each other Member all documents previously delivered to the TRP Parties in connection with the Sale Transactionits consummation. (d) Notwithstanding anything in this Section 7.4 to the contrary, there shall be no liability on the part of any TRP Party to any Member if any sale of Units pursuant to this Section 7.4 is not consummated for whatever reason, it is understood that the TRP Parties, in its sole discretion, shall determine whether to effect a sale of Units to any person pursuant to this Section 7.4. (e) The rights granted to the TRP Parties under this Section 7.4 shall not apply to Transfers among or between TRP Parties.

Take-Along Rights. (a) Notwithstanding Section 7.1If the General Partner wishes to sell all, if at any timebut not less than all, the TRP Parties desire to effect a sale of the entire Company Partnership Interest held by it to an unrelated a Person or entity Entity that is not an Affiliate of the General Partner, in one transaction or a series of similar transactions (a “Sale Control Transaction”), the TRP Parties General Partner may, in their its sole discretion, require each other Member Partner (a “Take Along Partner”) to sell all (but not less than all) of the Units then Partnership Interest held by him or it to such purchaser third party in accordance with this Section 7.4 8.7, provided that such other Members Take Along Partner shall only be required to sell its Units Partnership Interest at the same price per Unit Percentage Interest and upon substantially the same terms as the TRP PartiesPartnership Interest of the General Partner. (b) If the TRP Parties elect The General Partner electing to exercise their take-its take along rights right in connection with a Sale Transaction, they Control Transaction shall deliver a notice to each other Member Take Along Partner and to the CompanyPartnership, setting forth the terms of the Sale Control Transaction (including the proposed closing date for its consummation, which shall not be fewer less than 30 thirty (30) days after from the effective date of such notice) and all documents required to be executed by each other Member Take Along Partner in order to consummate the Sale such Control Transaction. Each other Member Take Along Partner shall deliver to the TRP Parties, General Partner at least seven (7) days before prior to the proposed closing date, date referred to above all documents previously furnished to such other Member Take Along Partner for execution in connection with the Sale Control Transaction. If any other Member Take Along Partner fails to deliver these such documents to the General Partner, and the transaction such Control Transaction is subsequently consummated, the Company Partnership shall cause its books and records to show that the Units Partnership Interest represented by the such defaulting Member are Partner is bound by the provisions of this section Section and that Units the Partnership Interest held by him or it shall be Transferred transferred only to the third party who purchased the Units Partnership Interest in the Sale connection with such Control Transaction. (c) Any TRP Party may, within 180 The General Partner shall have one hundred and eighty (180) days from the date of its notice referred to above, in Subsection (b) above to consummate any Sale Control Transaction and, promptly after such consummation, shall notify the Company Partnership and each other Member Take Along Partner to that effect and shall furnish such evidence of such sale (including the sale time of sale) and of the terms thereof as any other Member Take Along Partner may reasonably request. The TRP Parties General Partner shall also cause to be remitted to each other Member that has complied with its obligations hereunder Take Along Partner the proceeds of the such sale attributable to the sale of such MemberTake Along Partner’s Units interest not later than the third fifth 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 any Control Transaction is not consummated within such prior to the expiration of the one hundred and eighty (180) day periodperiod referred to in this Section 8.6(c), the TRP Parties General Partner may not thereafter consummate the proposed Sale a Control Transaction without again complying with this Section 7.4 and shall return to each other Member Take Along Partner all documents previously delivered to the TRP Parties General Partner in connection with the Sale such Control Transaction. (d) If CMS proposes to sell, in a single transaction or a series of similar transactions, any shares of the voting stock of the General Partner so that the purchaser in such transaction(s) would hold 51% or more of the voting stock of the General Partner upon their consummation, the General Partner shall have the right to require each Partner to sell his or its Partnership Interest to either CMS or such purchaser for an amount equal to the purchase price received by CMS in such sale multiplied by the Percentage Interest of the Take Along Partner whose interest is being sold. Any such right shall be exercised by the General Partner as provided in Section 8.7(b) and, upon the exercise of such right, each Partner shall have the obligations and be subject to the sanctions set forth in Section 8.7(b) and 8.7(c). (e) Notwithstanding anything in this Section 7.4 to the contrary, there no Partner, other than the General Partner, shall have any right to determine whether or not the General Partner’s Interest in the Partnership shall be no liability on the part of any TRP Party to any Member if any sale of Units pursuant to sold and nothing in this Section 7.4 is not consummated for whatever reason, it is understood that 8.7 shall be construed to require the TRP Parties, in its sole discretion, shall determine whether General Partner to effect a sale of Units its interest in the Partnership to any person pursuant to this Section 7.4Person. (e) The rights granted to the TRP Parties under this Section 7.4 shall not apply to Transfers among or between TRP Parties.

Take-Along Rights. (ai) Notwithstanding Section 7.1, if at any time, the TRP Parties desire to effect If there should be a sale of the entire Company to an unrelated Person or entity in one transaction or a series of similar transactions (a “Qualified Sale Transaction”), the TRP Parties HLI may, in their its capacity as Managing Member and in its sole discretion, require each other Member to (x) 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 it that Member to such the purchaser in accordance with this Section 7.4 provided 10.4 or (y) require that such other Members shall only be required Member to sell 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 Sections 10.4(d) and 10.4(e). Notwithstanding the foregoing, the Managing Member may allow any Member that is employed by HLI, the Company or their Subsidiaries to retain, and exclude from a Qualified Sale Transaction, a portion of its Units at the same price per Unit and upon substantially the same terms as the TRP Partiesin connection with any Qualified Sale Transaction. (bii) The Managing Member shall give notice to each other Member, not fewer than 30 days prior to the consummation of any contemplated Qualified Sale Transaction, setting forth the principal terms of the Qualified Sale Transaction (including the - 34 - proposed closing date) in reasonable detail and advising as to whether its take-along rights are exercised. (iii) If the TRP Parties elect Managing Member elects to exercise their its take-along rights in connection with a Qualified Sale Transaction, they it shall deliver a notice provide 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 Qualified Sale Transaction, not fewer than ten days prior to the closing date. Each other Member shall deliver to the TRP PartiesManaging Member, at least seven five days before the proposed closing date, all documents previously furnished to such other Member required for execution by it in connection with the Qualified Sale Transaction. If any other Member fails to deliver these documents and the transaction Qualified Sale 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 Section and that Units held by it shall they may be Transferred only to the third party Qualified Purchaser who purchased the Units in the Qualified 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 the proposed Sale Transaction without again complying with this Section 7.4 and shall return to each other Member all documents previously delivered to the TRP Parties in connection with the Sale Transaction. (d) Notwithstanding anything in this Section 7.4 to the contrary, there shall be no liability on the part of any TRP Party to any Member if any sale of Units pursuant to this Section 7.4 is not consummated for whatever reason, it is understood that the TRP Parties, in its sole discretion, shall determine whether to effect a sale of Units to any person pursuant to this Section 7.4. (e) The rights granted to the TRP Parties under this Section 7.4 shall not apply to Transfers among or between TRP Parties.