Common use of Take-Along Rights Clause in Contracts

Take-Along Rights. (a) In the event that at any time (i) NIplc or any of its affiliates (including, without limitation, GRS Holding Company Limited ("GRSH") and Hercules Limited, which also beneficially own, directly or indirectly, the shares of Merger Sub Common Stock beneficially owned by NIplc, but, for the avoidance of any doubt, excluding Xxxxxxx & Xxxxx, Inc. or any of its affiliates), as the case may be (each, a "Selling Entity"), proposes to sell for cash or any other consideration, either directly or indirectly (by way of the sale of beneficial ownership interest in any such affiliate or otherwise), any shares of Surviving Corporation Common Stock owned by it, in any transaction other than (x) a public offering of securities, (y) a sale or other transfer to one of their affiliates or (z) a sale or other transfer of beneficial ownership in (A) up to 9,000,000 shares of Surviving Corporation Common Stock to Xxxxxxx & Xxxxx, Inc. or any of its affiliates or (B) up to 12,000,000 shares of Surviving Corporation Common Stock to GRSH (a "Proposed Sale") and (ii) such Proposed Sale, when considered together with previous direct or indirect sales of Surviving Corporation Common Stock by the Selling Entity and any of its affiliates (other than (1) sales or other transfers to one of their affiliates or (2) sales or other transfers of beneficial ownership in the shares of Surviving Corporation Common Stock referred to in clause (z) above), would constitute the sale of the direct or indirect beneficial ownership of more than 25% of the outstanding shares of Surviving Corporation Common Stock, then the Selling Entity will notify the Purchaser or the Purchaser's Estate or Purchaser's Trust (as such terms are defined in Section 4(a) of the Subscription Agreement), as the case may be, in writing (a "Notice") of such proposed sale and the material terms of the Proposed Sale as of the date of the Notice (the "Material Terms") promptly, and in any event not less than 15 days prior to the consummation of the Proposed Sale and not more than 5 days after the execution of the definitive agreement relating to the Proposed Sale, if any (the "Sale Agreement").

Take-Along Rights. (a) In If, prior to the event that at any time (i) NIplc consummation of an Initial Public Equity Offering by ACME Parent or any of its affiliates Subsidiaries (includingincluding the Company), without limitationa Change of Control occurs pursuant to which a Person (including such Person's Affiliates and associates), GRS Holding Company Limited other than a Permitted Holder, becomes the beneficial owner of more than 70% of the total voting power of the Common Stock of ACME Parent or the Company, and ACME Parent is not eligible to, or elects not to, effect a Drag Along Purchase, ACME Parent shall make an offer to purchase (the "GRSHChange of Control Equity Offer") (i) any and Hercules Limited, which also beneficially own, directly or indirectly, the shares of Merger Sub Common Stock beneficially owned by NIplc, but, for the avoidance of any doubt, excluding Xxxxxxx & Xxxxx, Inc. or any of its affiliates), as the case may be (each, a "Selling Entity"), proposes to sell for cash or any other consideration, either directly or indirectly (by way all of the sale of beneficial ownership interest in any such affiliate or otherwise), any shares of Surviving Corporation Common Stock owned by it, in any transaction other than outstanding Registrable Membership Units at a cash purchase price at least equal to (x) if such Change of Control resulted from a public offering purchase of securitiesMembership Units, the price paid by the acquiring Person in the transaction pursuant to which such Change of Control Occurred or (y) in each other case, the fair market value of the Registrable Membership Units (without any discount for lack of liquidity, the amount of Registrable Membership Units offered to be purchased or the fact that the Registrable Membership Units represent a sale minority interest in a private company or other transfer a company under the control of another Person) as determined in good faith by the Board of Directors of ACME Parent and determined to one be fair, from a financial point of their affiliates or view, to the holders of Registrable Membership Units by a nationally recognized investment banking firm (z) a sale or other transfer as set forth in such firm's written fairness opinion delivered to the holders of beneficial ownership in (A) up to 9,000,000 shares of Surviving Corporation Common Stock to Xxxxxxx & Xxxxx, Inc. or any of its affiliates or (B) up to 12,000,000 shares of Surviving Corporation Common Stock to GRSH (a "Proposed Sale"Registrable Membership Units) and (ii) such Proposed Sale, when considered together with previous direct or indirect sales any and all Convertible Securities at a cash purchase price for each Convertible Security at least equal to the product of Surviving Corporation Common Stock by (x) the Selling Entity and any of its affiliates (other than (1) sales or other transfers to one of their affiliates or (2) sales or other transfers of beneficial ownership in the shares of Surviving Corporation Common Stock referred to purchase price per Registrable Membership Unit set forth in clause (z) above), would constitute the sale of the direct or indirect beneficial ownership of more than 25% of the outstanding shares of Surviving Corporation Common Stock, then the Selling Entity will notify the Purchaser or the Purchaser's Estate or Purchaser's Trust (as such terms are defined in Section 4(ai) of this Section 4.1(a) and (y) the Subscription Agreement), as the case may be, in writing (a "Notice") number of Registrable Membership Units issuable upon conversion of such proposed sale and Convertible Security on the material terms Change of the Proposed Sale as of the date of the Notice (the "Material Terms") promptly, and in any event not less than 15 days prior to the consummation of the Proposed Sale and not more than 5 days after the execution of the definitive agreement relating to the Proposed Sale, if any (the "Sale Agreement")Control Equity Offer Expiration Date.

Take-Along Rights. (a) In the event that at any time after the Effective Time (i) NIplc either of the Hovnanians, their respective spouses, the estates of either of the Hovnanians or their respective spouses, any corporation, partnership, or other business entity if substantially all the beneficial ownership thereof is held by the Hovnanians and/or their respective spouses, or any trust in respect of its affiliates either of the Hovnanians, their spouses or any lineal descendants (including any adopted children) if one or more of the Hovnanians and/or their respective spouses, and no other person, is trustee thereof (including, without limitation, GRS Holding Company the Xxxxxx X. Xxxxxxxxx Family Limited ("GRSH") Partnership, a Connecticut limited partnership, and Hercules Limited, which also beneficially own, directly or indirectly, the shares of Merger Sub Common Stock beneficially owned by NIplcXxxxxxx Xxxxxxxxx 1994 Marital Trust, but, for the avoidance of any doubt, excluding Xxxxxxx & Xxxxx, Inc. the Company or any of its affiliatessubsidiaries), as the case may be (each, a "Selling EntitySELLING ENTITY"), proposes to sell for cash or any other consideration, either directly or indirectly (by way of the sale of beneficial ownership interest in any such affiliate affiliated entity or otherwise), any shares of Surviving Corporation Common Stock owned by it, in any transaction other than (x) a public offering of securities, (y) a sale or other transfer of beneficial ownership to one any "Permitted Transferee" (as defined in the Certificate of their affiliates Incorporation of the Company, as amended) or (z) a sale or other transfer bona fide pledge of beneficial ownership in (A) up shares as collateral security for indebtedness due to 9,000,000 shares of Surviving Corporation Common Stock to Xxxxxxx & Xxxxx, Inc. or any of its affiliates or (B) up to 12,000,000 shares of Surviving Corporation Common Stock to GRSH the pledgee (a "Proposed SalePROPOSED SALE") and (ii) such Proposed Sale, when considered together with previous direct or indirect sales of Surviving Corporation Common Stock by the Selling Entity and any of its affiliates (other than (1) the sales or other transfers to one of their affiliates or (2) sales or other transfers of beneficial ownership in the shares of Surviving Corporation Common Stock referred to in clause clauses (x), (y) and (z) above)) by any Selling Entity, if any, that constitute part of a series of related transactions with the Proposed Sale, would constitute the sale of the direct or indirect beneficial ownership of more than 2520% of the outstanding shares of Surviving Corporation Common StockStock collectively beneficially owned as of the Effective Time by all persons coming within the definition of Selling Entity, then the Selling Entity will notify the Purchaser each Investor or the Purchaserexecutors, administrators, testamentary trustees, legatees or beneficiaries to whom the Investor's Estate shares may have been transferred upon his or Purchaserher death (an "INVESTOR'S ESTATE") or any trust or custodianship the beneficiaries of which include only an Investor, his or her spouse and the Investor's Trust lineal descendants (as such terms are defined in Section 4(aincluding any adopted children) of the Subscription Agreement(an "INVESTOR'S TRUST"), as the case may be, in writing (a "NoticeNOTICE") of such proposed sale and the material terms of the Proposed Sale as of the date of the Notice (the "Material TermsMATERIAL TERMS") promptly, and in any event not less than 15 days prior to the consummation of the Proposed Sale and not more than 5 days after the execution of the definitive agreement relating to the Proposed Sale, if any (the "Sale AgreementSALE AGREEMENT").