Bring-Along Rights. (a) If any Acquiring Stockholder at any time, or from time to time, in one transaction or a series of related transactions, proposes to Transfer shares of Common Stock to one or more Persons that is (i) not an Affiliate of such Acquiring Stockholder or (ii) is an Operating Affiliate (for such purposes an Operating Affiliate will not be deemed to be an Affiliate) (both (i) and (ii) being a “Third Party Purchaser”), then the Acquiring Stockholder(s) shall have the right (a “Bring-Along Right”), but not the obligation, and subject to the provision of Section 2(e) below, to require each Management Stockholder to tender for purchase to the Third Party Purchaser, on the same terms and conditions as apply to the selling Acquiring Stockholder(s), all or any portion of a number of shares of Common Stock and Options (including any Options that vest as a result of the consummation of the Transfer to the Third Party Purchaser) that, in the aggregate, equal the lesser of (A) the number derived by multiplying (1) the total number of shares of Common Stock owned by the Management Stockholder (including shares of Common Stock issuable in respect of all Options held by any Management Stockholder, whether or not exercised, and including any Options that vest as a result of the consummation of the Transfer to the Third Party Purchaser); by (2) a fraction, the numerator of which is the total number of shares of Common Stock to be sold by the Acquiring Stockholder(s) in connection with the transaction or series of related transactions and the denominator of which is the total number of the then outstanding shares of Common Stock held by all Acquiring Stockholder(s); or (B) the number of shares of Common Stock as the Acquiring Stockholder(s) shall designate in the Bring-Along Notice (as defined below); provided, however, all Bring-Along Rights will be exercised on a pro rata basis among the Management Stockholders based upon their relative holdings of Common Stock and Options.
(b) If any Acquiring Stockholder elects to exercise its Bring-Along Right under this Section 2 with respect to the Restricted Shares held by the Management Stockholders and/or Options held by the Management Stockholders, the Acquiring Stockholder shall notify each Management Stockholder in writing (collectively, the “Bring-Along Notices”). Each Bring-Along Notice shall set forth: (i) the name of the Third Party Purchaser(s) and the number of shares of Common Stock proposed to be sold by the Acquiring Stoc...
Bring-Along Rights. (a) Except pursuant to, or following the consummation of, an IPO, if any shareholder or group of shareholders of the Company holding more than the Designated Percentage of the issued and outstanding Shares of the Company (the “Selling Shareholders”) intend to effect a Transfer of all of such Selling Shareholders’ Shares to any Person (a “Bring-Along Buyer”), the Selling Shareholders shall have the right (the “Bring-Along Right”) to require the Participant (in such capacity, the “Bring-Along Shareholder”) to Transfer all of the Shares owned by the Participant to the Bring-Along Buyer (a “Bring-Along Disposition Transaction”). If the Selling Shareholders elect to exercise their Bring-Along Right, the Selling Shareholders shall deliver written notice (a “Bring-Along Notice”) to the Participant, which notice shall state (i) that the Selling Shareholders wish to exercise their Bring-Along Right with respect to such Transfer, (ii) the name and address of the Bring-Along Buyer, (iii) the amount and form of consideration the Selling Shareholders propose to receive for their Shares (and if such consideration consists in part or in whole of property other than cash, the Selling Shareholders will provide such information, to the extent reasonably available to such Selling Shareholders, relating to such non-cash consideration as each Bring-Along Shareholder may reasonably request in order to evaluate such non-cash consideration), (iv) the terms and conditions of payment of such consideration and all other material terms and conditions of such Transfer and (v) the anticipated time and place of the closing of such Transfer (a “Bring-Along Transaction Closing”). If such Bring-Along Transaction Closing does not occur prior to the expiration of the later of (x) 75 days following the delivery of such Bring-Along Notice, which 75 day period shall be extended until all necessary consents from applicable Governmental Authorities to the proposed sale have been received (but in no event more than 90 days after the expiration of such 75 day period) and (y) the date which is 15 days following the final determination of the Bring-Along Contingent Acquisition Price Adjustment pursuant to Section 2.4(f) of the Primary Shareholders Agreement, the Participant shall be released from its obligations under this Section 2.3 with respect to such Bring-Along Notice. The Selling Shareholders shall also furnish to the Participant copies of all transaction documents relating to the Bring-Along ...
Bring-Along Rights. 10.1 Prior to IPO, in the event that shareholders in the Company holding more than 66% of the Company’s issued shares (on a fully diluted, as if converted basis) (the “Proposing Shareholders”) accept an offer (“Section 13.1 Offer”) to sell all of their shares of the Company to a third party, and such sale is conditioned upon the sale of all remaining shares of the Company to such third party, all other Shareholders (“Non-Proposing Shareholders”) shall be required to sell their shared in such transaction, on the same terms and conditions. Said requirement shall enter into effect only in the event that the mentioned sale is performed at a Company pre-money valuation of at least $ 00 X (Xxxxxx xxxxxxx Xxxxxx Xxxxxx Dollars).
10.2 In the event that the threshold percentages of Section 10.1 are met, any Transfer or hypothecation of shares by the Non-Proposing Shareholders other than in connection with the proposed acquisition shall be absolutely prohibited, and at the closing of such Offer all the Shareholders of the Company shall sell all of their shares to the person or entity making such Offer on the same terms and conditions as contained in the Offer, provided, however, that the aggregate consideration provided pursuant to the closing of such Offer shall be allocated among the Company’s Shareholders in accordance with the Articles of Association of the Company. In the event that a Shareholder fails to surrender its share certificate in connection with the consummation of a Section 10.1 Offer, such certificate shall be deemed cancelled and the Company shall be authorized to issue a new certificate in the name of the person making the Offer and the Board shall be authorized to establish an escrow account, for the benefit of the Shareholder, into which the consideration for such cancelled shares shall be deposited and to appoint a trustee to administer such account.
10.3 In any event of said sale (CBI’s and LR’s shares of the Company to a third party), LR will have the opportunity to join the sale on same terms, pro-rata to the parties holdings of the Company shares at the time of the sale.
Bring-Along Rights. 9.4.1 Subject to Section 9.1, if at any time (i) Members owning Interests representing at least seventy (70%) of the aggregate Interests then outstanding propose to sell all of their Interests or to cause the Company to sell all or substantially all of its assets to a bona fide third party Person or (ii) the Company ((i) or (ii), as applicable, the “Bring-Along Transferors”) has proposed to enter into an arms-length transaction involving the acquisition of the Company or all or substantially all of its assets by a bona fide third party Person (i.e., a Person who is not an Affiliate of the Company or a Member of the Company) by means of any transaction or series of related transactions (including, without limitation, any Interest purchase, reorganization, merger or consolidation, but excluding any merger effected exclusively for the purpose of changing the domicile of the Company), then the Bring-Along Transferors shall have the right (the “Bring- Along Right”), but not the obligation, to cause each Member to approve or to cause its designee(s) on the Board to approve such transaction and (if applicable) to tender to the third party for purchase, on the same terms and conditions as apply to the other Members, up to a percentage of Interests (pro rata among all Members) not to exceed the total percentage of the aggregate Interest to be purchased by the proposed purchaser(s) in such transaction(s).
9.4.2 If any Bring-Along Transferors elect to exercise their Bring-Along Right under this Section 9.4, then such Bring-Along Transferor shall so notify each applicable Member in writing (the “Bring-Along Notice”). Each Bring-Along Notice shall set forth (i) the name of the third party and the assets or percentage of Interests proposed to be Transferred, (ii) the address of the third party, (iii) the proposed amount and form of consideration and terms and conditions of payment offered by the third party, and any other material terms pertaining to the sale (provided, that such terms shall require the Members to be subject to joint and several liability in connection with such sale), and (iv) that the third party has been informed of the rights provided for in this Section 9.4 and has agreed to purchase assets or Interests in accordance with the terms hereof. The Bring-Along Notice shall be given at least thirty (30) days before the closing of the proposed sale.
9.4.3 At the closing of any Transfer pursuant to this Section 9.4, the third party shall remit to the selli...
Bring-Along Rights. The terms and provisions of Section 6 of ------------------ the Shareholders Agreement are incorporated herein by reference as if set forth in haec verba. Optionee agrees that he or she will vote his or her shares of -- ---- ----- Class B Common Stock in accordance with the terms and provisions of Section 6 of the Shareholders Agreement, and take all actions necessary to satisfy any and all obligations contemplated by Section 6 of the Shareholders Agreement.
Bring-Along Rights. Prior to the initial public offering of the Company, in the event that the shareholders of the Company holding together more than two thirds of the voting power of the Company accept an offer to sell all of their shares to a third party, and such sale is conditioned upon the sale of all remaining shares of the Company to such third party, all other shareholders shall be required to sell their shares in such transaction on the same terms and conditions.
Bring-Along Rights. 2.7.1. In the event that a Shareholder holding more than 15% of Ormat Technologies issued and outstanding share capital On An As Adjusted Basis (the "Proposing Shareholder") wishes to accept an offer to sell all of Ormat Technologies’ shares it holds to any third party (the "Buyer") at a price per share of not less than the Trigger Price (as adjusted for dividend distributions, stock splits and consolidations, bonus shares, and any other similar recapitalization event following the Effective Date), by way of a share sale, merger or otherwise, and such Buyer has made its offer contingent upon the sale to such Buyer of all of Ormat Technologies' shares held by the other Shareholder (the "Sale Transaction"), then, at the closing of such Sale Transaction, the other Shareholder shall be obligated to (i) sell all of Ormat Technologies’ shares it holds to the Buyer at the same price per share and upon the same terms and conditions as the Proposing Shareholder, and/or (ii) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Shareholder’s shares of Common Stock in favor of any Sale Transaction proposed by the Proposing Shareholder and executing any purchase agreements, or related documents, as such Proposing Shareholder and the Buyer execute that are reasonably required in order to carry out the terms and provisions of this Section 2.7, provided that no Shareholder shall be required to undertake or be obligated to terms and conditions which do not similarly apply to the Proposing Shareholder.
Bring-Along Rights. Subject to complying with its obligations under Section 4, if the Perseus Investors, so long as they hold 40% or more of the Common Share Equivalents outstanding of the Company, determines to sell all of their Shares in the Company in a single or series of related transactions to a bona fide third party (a "Control Sale"), the Perseus Investors shall have the right, but not the obligation to require each other Stockholder to participate in such Control Sale. The Perseus Investors may exercise their rights under this Section 6 by delivering to the other Stockholders (excluding the Perseus Investors) a written notice (a "Control Sale Notice") describing in reasonable detail the terms of the Control Sale and notifying the other Stockholders that the Perseus Investors are exercising their rights under this Section 6. Upon the receipt by the other Stockholders of a Control Sale Notice, all Stockholders shall be obligated to sell their Shares in the Control Sale on the same or financially equivalent terms as those applicable to the Perseus Investors, and shall cooperate with the Perseus Investors in consummating such sale. No Stockholder shall take any action to impede or otherwise disrupt the consummation of such Control Sale. Once a Control Sale Notice has been delivered no Stockholder may enter into any agreement or arrangement to sell, transfer, pledge, encumber or otherwise dispose of such Stockholder's Shares until it receives notification that such Control Sale has been abandoned. The Perseus Investors shall have the right to abandon any Control Sale at any time in their sole discretion and shall be deemed to have abandoned such Control Sale if it has not been consummated within three months after it has delivered a Control Sale Notice to the other Stockholders regarding such Control Sale.
Bring-Along Rights. On or prior to November 1, 1997, Anthxxx Xxxxx xxxll become a party to that certain Amended and Restated Shareholders Agreement of BackWeb Parent dated as of December 9, 1996, as a Shareholder thereunder, and as such shall be subject to the provisions of Section 2 (Bring Along Rights) thereof. Mr. Xxxxx xxxll not be a "Founder" or "Major Holder" under such agreement. As a condition to Mr. Xxxxx xxxoming subject to such agreement, the agreement shall be amended by the Shareholders thereunder to permit the inclusion of Mr. Xxxxx xxxhin such agreement. The parties shall also use all commercially reasonable efforts to include other Major Shareholders of Lanacom as Shareholders under such agreement on similar terms as Mr. Xxxxx.
Bring-Along Rights. In the event that Management proposes to enter into one or more agreements to sell to any person or persons (referred to herein collectively as the “purchaser”) all or substantially all of the membership interests in the Company in a single transaction or related series of transactions in lieu of a sale of all or a substantial part of the assets of the Company, all of the Members hereby agree to sell their respective interests in the Company to the purchaser on the terms set forth in such agreements. The agreements shall provide for the payment to the Members for their interests in the Company amounts equal to the amounts that they would have received had the Company (a) sold all of its assets at the price implicit in the price to be paid by the purchaser for the membership interests in the Company, (b) satisfied all of its obligations and (c) made liquidating distributions to the Members in accordance with Article 16. The costs associated with the sale shall, in general, be borne by the Members in the same proportion as they shared the considerations received in accordance with the preceding sentence. Management may reallocate among the Members so much of the considerations that a Member would be entitled to receive as equals the amounts that such Member then owes to the Company or to another Member. Management is hereby granted by each Member a power of attorney, coupled with an interest, to execute in the name of the Member any and all agreements, contracts, documents and other instruments (including instruments of assignment) that Management deems necessary or useful in order to consummate these transactions. These instruments shall be deemed to have been executed on behalf of the Members as if signed by the Members themselves.
