Common use of Take Along Clause in Contracts

Take Along. (a) If any of the Other Stockholders, individually or collectively (referred to herein as the "Take-Along Group"), determine to sell or exchange (in a business combination or otherwise) more than 50% of the then outstanding Shares (including vested Time Options and vested and earned Performance Options) in one or a series of bona fide arms-length transactions to a Third Party, then upon five (5) days written notice by the Take-Along Group to each Stockholder, which notice shall include reasonable details of the proposed sale or exchange including the proposed time and place of closing the consideration to be received by the Take-Along Group (such notice being referred to as the "Sale Requests"), each Stockholder (each, a "Seller") shall be obligated to, and shall sell, transfer and deliver, or cause to be sold, transferred and delivered to such Third Party on the same terms as the Take-Along Group, that number of Shares owned by such Seller as shall equal the product of (A) a fraction, the numerator of which is the number of Common Stock Equivalents proposed to be transferred by the Take-Along Group as of the date of such Sale Request and the denominator of which is the aggregate number of Common Stock Equivalents actually owned as of the date of such Sale Request by the Take-Along Group, multiplied by (B) the number of Common Stock Equivalents actually owned as the date of such Sale Request by such Seller. Each Seller shall (i) deliver certificates for all of its Shares at the closing of the proposed Transfer, free and clear of all claims, liens and encumbrances and (ii) if stockholder approval of the transaction is required, vote his Shares in favor thereof. (b) The provisions of this Section 2.3 shall not apply to a Permitted Transfer.

Take Along. (a) If If, at any time prior to a Qualified Public ---------- Offering, Investment Parties holding at least 662/3% of the Other Stockholders, individually or collectively Shares owned by all Investment Parties (such persons being referred to herein in this Section 2.06 as the "Take-Along Take Alone Group"), ) shall determine to sell or exchange (in a business ---------------- combination or otherwise) more than 50% or more of the total number of Shares then issuable or outstanding Shares (including vested Time Options and vested and earned Performance Options) in one or a series of bona fide armsarm's-length transactions to a Third Partythird party who is not an Affiliate of the Take Along Group, then then, upon five (5) days 30 days' written notice by of the Take-Take Along Group to each StockholderGroup, which notice shall include reasonable details of the proposed sale or exchange exchange, including the proposed time and place of the closing and the consideration to be received by the Take-Along Group Investment Parties (such notice being referred to as the "Sale RequestsRequest"), ------------ each other Investment Party and Initial Stockholder (each, a "Seller") shall be obligated to, and shall (a) sell, transfer and deliver, deliver or cause to be sold, transferred and delivered delivered, to such Third Party on third party, that percentage of its or the Stockholders' Shares or Preferred Shares that is equal to the aggregate percentage of the Take Along Group's Shares or Preferred Shares being sold or exchanged by the Take Along Group in the same terms as transaction at the Take-Along Group, that number of Shares owned by such Seller as shall equal the product of closing thereof (A) a fraction, the numerator of which is the number of Common Stock Equivalents proposed to be transferred by the Take-Along Group as of the date of such Sale Request and the denominator of which is the aggregate number of Common Stock Equivalents actually owned as of the date of such Sale Request by the Take-Along Group, multiplied by (B) the number of Common Stock Equivalents actually owned as the date of such Sale Request by such Seller. Each Seller shall (i) deliver certificates for all such percentage of its or the Stockholders' Shares or Preferred Shares at the closing of the proposed Transferclosing, free and clear of all claims, liens and encumbrances encumbrances), and each Investment Party and the Stockholders, including the members of the Take Along Group, shall receive the same consideration per share of Common Stock upon such sale or exchange as members of the Take Along Group, (b) upon request, consent to the cancelation of any vested stock options for purchase of shares of Common Stock for an amount per Share equal to the difference, if any, between the consideration per Share or Preferred Share referenced in the preceding clause and the exercise price of such vested stock options, and (iic) if stockholder Stockholder approval of the transaction is required, vote his its or the Stockholders' Shares or Preferred Shares in favor thereof. (b) The provisions of this Section 2.3 shall not apply to a Permitted Transfer.

Take Along. (a) If any a Stockholder or a group of Stockholders owning in excess of 50% of the Other Stockholdersthen outstanding shares of Common Stock (collectively, individually or collectively (referred to herein as the "Take-Take Along Group"), determine to sell or exchange (in a business combination or otherwise) more than 50% of the then outstanding Shares (including vested Time Options and vested and earned Performance Options) in one or a series of bona fide arms-length transactions to a Third PartyParty who is not an Affiliate of the Take Along Group, then 80% or more of the Shares owned by the Take Along Group, when upon five (5) days written notice by the Take-Take Along Group to each other Stockholder, which notice shall include reasonable details of the proposed sale or exchange including the proposed time and place of closing and the consideration to be received by the Take-Take Along Group (such notice being referred to as the "Sale RequestsRequest"), each other Stockholder (each, a "Seller") shall be obligated to, and shall sell, transfer transfer, and deliver, or cause to be sold, transferred and delivered delivered, to such Third Party on the same terms as the Take-Take Along Group, that number of Shares owned by such Seller as shall equal the product of (A) a fraction, the numerator of which is the number of Common Stock Equivalents Shares proposed to be transferred by the Take-Take Along Group as of the date of such Sale Request and the denominator of which is the aggregate number of Common Stock Equivalents Shares actually owned as of the date of such Sale Request by the Take-Take Along Group, multiplied by (B) the number of Common Stock Equivalents Shares actually owned as of the date of such Sale Request by such Seller. Each Seller shall (i) deliver certificates for all of its Shares at the closing of the proposed Transfer, free and clear of all claims, liens and encumbrances and (ii) if stockholder approval of the transaction is required, vote his or her Shares in favor thereof. (b) The provisions of this Section 2.3 2.4 shall not apply to (i) any Transfer pursuant to a Public Offering, or (ii) a Permitted Transfer.

Take Along. (a) If any a Xxx Group Shareholder or group of Xxx Group Shareholders holding more than 50% of the Other Stockholders, individually or collectively then outstanding Shares (referred to herein as the "Take-Take Along Group"), ) determine to sell or exchange (in a business combination or otherwise) more than 50% of the then outstanding Shares (including vested Time Options and vested and earned Performance Options) ), in one or a series of bona fide arms-length transactions to a Third PartyParty who is not an Affiliate of the Take Along Group, then 50% or more of the aggregate number of Shares owned by the Xxx Group Shareholders on the date hereof (as equitably adjusted to account for stock dividends, stock splits, reverse stock splits or other similar reclassifications), then, upon five (5) days written notice by the Take-Take Along Group to each Stockholderother Shareholder, which notice shall include reasonable details of the proposed sale or exchange including the proposed time and place of closing and the consideration to be received by the Take-Take Along Group (such notice being referred to as the "Sale RequestsRequest"), each Stockholder other Shareholder (each, a "Seller") shall be obligated to, and shall sell, transfer and deliver, or cause to be sold, transferred and delivered delivered, to such Third Party on the same terms as the Take-Take Along Group, that number of Shares owned by such Seller as shall equal the product of (A) a fraction, the numerator of which is the number of Common Stock Equivalents Shares proposed to be transferred by the Take-Take Along Group as of the date of such Sale Request and the denominator of which is the aggregate number of Common Stock Equivalents Shares actually owned as of the date of such Sale Request by the Take-Take Along Group, multiplied by (B) the number of Common Stock Equivalents Shares actually owned as of the date of such Sale Request by such Seller. Each Seller shall (i) deliver certificates for all of its Shares at the closing of the proposed Transfer, free and clear of all claims, liens and encumbrances and (ii) if stockholder shareholder approval of the transaction is required, vote his or its Shares in favor thereof. (b) The provisions of this Section 2.3 2.4 shall not apply to (i) any Transfer pursuant to or following a Public Offering or (ii) a Permitted Transfer. (c) The provisions of this Section 2.4 shall be construed in accordance with Section 14(f) of the Warrant Agreement.

Take Along. (a) If any a Stockholder or group of Stockholders holding more than 50% of the Other Stockholders, individually or collectively then outstanding Shares (referred to herein as the "Take-Take Along Group"), ) determine to sell or exchange (in a business combination or otherwise) more than 50% of the then outstanding Shares (including vested Time Options and vested and earned Performance Options) in one or a series of bona fide arms-length transactions to a Third PartyParty who is not an Affiliate of the Take Along Group, then 50% or more of the Shares owned by it or them then, upon five (5) days written notice by the Take-Take Along Group to each other Stockholder, which notice shall include reasonable details of the proposed sale or exchange including the proposed time and place of closing and the consideration to be received by the Take-Take Along Group (such notice being referred to as the "Sale RequestsRequest"), each other Stockholder (each, a "Seller") shall be obligated to, and shall sell, transfer and deliver, or cause to be sold, transferred and delivered delivered, to such Third Party on the same terms as the Take-Take Along Group, that number of Shares owned by such Seller as shall equal the product of (A) a fraction, the numerator of which is the number of Common Stock Equivalents Shares proposed to be transferred by the Take-Take Along Group as of the date of such Sale Request and the denominator of which is the aggregate number of Common Stock Equivalents Shares actually owned as of the date of such Sale Request by the Take-Take Along Group, multiplied by (B) the number of Common Stock Equivalents Shares actually owned as of the date of such Sale Request by such Seller. Each Seller shall (i) deliver certificates for all of its Shares at the closing of the proposed Transfer, free and clear of all claims, liens and encumbrances and (ii) if stockholder approval of the transaction is required, vote his or her Shares in favor thereof. (b) The provisions of this Section 2.3 2.4 shall not apply to (i) any Transfer pursuant to a Public Offering, or (ii) a Permitted Transfer.

Take Along. (a) If any of the Other Stockholders, individually or collectively (referred to herein as the "Take-Along Group"), determine to sell or exchange (in a business combination or otherwise) more than 50% of the then outstanding Shares (including vested Time Options and vested and earned Performance Options) in one or a series of bona fide arms-length transactions to a Third Party, then upon five (5) days written notice by the Take-Take Along Group to each other Stockholder, which notice shall include reasonable details of the proposed sale or exchange including the proposed time and place of closing and the consideration to be received by the Take-Take Along Group (such notice being referred to as the "Sale RequestsRequest"), each other Stockholder (each, a "Seller") shall be obligated to, and shall sell, transfer and deliver, or cause to be sold, transferred and delivered delivered, to such Third Party on the same terms as the Take-Take Along Group, that number of Shares owned by such Seller as shall equal the product of (A) a fraction, the numerator of which is the number of Common Stock Equivalents proposed to be transferred by the Take-Take Along Group as of the date of such Sale Request and the denominator of which is the aggregate number of Common Stock Equivalents actually owned as of the date of such Sale Request by the Take-Take Along Group, multiplied by (B) the number of Common Stock Equivalents actually owned as of the date of such Sale Request by such Seller. Each Seller shall (i) deliver certificates for all of its Shares at the closing of the proposed Transfer, free and clear of all claims, liens and encumbrances and (ii) if stockholder approval of the transaction is required, vote his Shares in favor thereof. (b) The provisions of this Section 2.3 shall not apply to a Permitted Transfer.