Grouped Into 1 Collection of Similar Clauses From Business Contracts
This page contains Company Take-Along Right clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Company Take-Along Right. 7.1 Approved Sale. If the Board of Directors of the Company (the "Board") shall deliver a notice to Grantee (a "Sale Event Notice") stating that the Board has approved a sale of all or a portion of the Company through a sale of assets, securities, or otherwise (an "Approved Sale") and specifying the name and address of the proposed parties to such transaction and the consideration payable in connection therewith, Grantee shall (i) consent to and raise no objections against the Approved Sale or t...he process pursuant to which the Approved Sale was arranged, (ii) waive any dissenter's rights and other similar rights, and (iii) if the Approved Sale is structured as a sale of 4 securities, agree to sell Grantee's Shares on the terms and conditions of the Approved Sale which terms and conditions shall treat all stockholders of the Company equally (on a pro rata basis), except that shares having a liquidation preference may, if so provided in the documents governing such shares, receive an amount of consideration equal to such liquidation preference in addition to the consideration being paid to the holders of Shares not having a liquidation preference. Grantee shall take all necessary and appropriate lawful actions as directed by the Board and the stockholders of the Company approving the Approved Sale in connection with the consummation of any Approved Sale, including without limitation, the execution of such agreements and instruments and other actions reasonably necessary to (A) provide the representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements necessary or reasonably appropriate to effect such Approved Sale, and (B) effectuate the allocation and distribution of the aggregate consideration from the Approved Sale, provided, that this Section 7 shall not require Grantee to indemnify the purchaser in any Approved Sale for breaches of the representations, warranties or covenants of the Company or any other stockholder, except to the extent (x) Grantee is not required to incur more than its pro rata share of such indemnity obligation (based on the total consideration to be received by all stockholders that are similarly situated and hold the same class or series of capital stock), and (y) such indemnity obligation is provided for and limited to a post-closing escrow or holdback arrangement of cash or stock paid in connection with the Approved Sale. 7.2 Costs. Grantee shall bear Grantee's pro rata share (based upon the amount of consideration to be received) of the reasonable costs of any sale of Shares pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all selling stockholders of the Company and are not otherwise paid by the Company or the acquiring party. Costs incurred by Grantee on Grantee's own behalf shall not be considered costs of the transaction hereunder. 7.3 Share Delivery. At the consummation of the Approved Sale, Grantee shall, if applicable, deliver certificates representing the Shares to be transferred to the closing specified in the documents evidencing the Approved Sale, duly endorsed for transfer and accompanied by all requisite stock transfer taxes, if any. The Shares to be transferred shall be free and clear of any liens, claims or encumbrances and Grantee shall so represent and warrant. 7.4 Termination of Company Take-Along Right. The Take-Along Right in Section 7.1 of this Agreement shall terminate as to the Shares upon the Public Trading Date of the Shares. For the purposes of this Agreement, the "Public Trading Date" of the Shares is the date on which the Shares first become freely tradable under the Securities Act, either pursuant to Rule 144 or another provision of the Securities Act. The holder of the Shares may apply to have all restrictive transfer legends removed from the certificates evidencing the Shares, provided that the request for legend removal is made at such times and in such manner that removal is accomplished in compliance with the Securities Act and the rules and regulations promulgated under the Securities Act; and provided further, that any proposed sale of Shares must comply with all Company policies and procedures, and with applicable federal, state and local laws.View More
Company Take-Along Right. 7.1 (a) Approved Sale. If the Board of Directors of the Company (the "Board") shall deliver a notice to Grantee Optionee (a "Sale Event Notice") stating that the Board has approved a sale of all or a portion of the Company through a sale of assets, securities, or otherwise (an "Approved Sale") and specifying the name and address of the proposed parties to such transaction and the consideration payable in connection therewith, Grantee Optionee shall (i) consent to and raise no objections against ...the Approved Sale or the process pursuant to which the Approved Sale was arranged, (ii) waive any dissenter's rights and other similar rights, and (iii) if the Approved Sale is structured as a sale of 4 securities, agree to sell Grantee's Optionee's Shares on the terms and conditions of the Approved Sale which terms and conditions shall treat all stockholders of the Company equally (on a pro rata basis), except that shares having a liquidation preference may, if so provided in the documents governing such shares, receive an amount of consideration equal to such liquidation preference in addition to the consideration being paid to the holders of Shares not having a liquidation preference. Grantee Notwithstanding the foregoing, the sale of the Shares in an Approved Sale shall be further subject to the terms of the Plan. A-2 Optionee will take all necessary and appropriate desirable lawful actions as directed by the Board and the stockholders of the Company approving the Approved Sale in connection with the consummation of any Approved Sale, including without limitation, the execution of such agreements and such instruments and other actions reasonably necessary to (A) provide the representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements necessary or reasonably appropriate relating to effect such Approved Sale, and Sale and, (B) effectuate the allocation and distribution of the aggregate consideration from upon the Approved Sale, provided, that this Section 7 5 shall not require Grantee Optionee to indemnify the purchaser in any Approved Sale for breaches of the representations, warranties or covenants of the Company or any other stockholder, except to the extent (x) Grantee Optionee is not required to incur more than its pro rata share of such indemnity obligation (based on the total consideration to be received by all stockholders that are similarly situated and hold the same class or series of capital stock), stock) and (y) such indemnity obligation is provided for and limited to a post-closing escrow or holdback arrangement of cash or stock paid in connection with the Approved Sale. 7.2 (b) Costs. Grantee shall Optionee will bear Grantee's Optionee's pro rata share (based upon the amount of consideration to be received) of the reasonable costs of any sale of Shares pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all selling stockholders of the Company and are not otherwise paid by the Company or the acquiring party. Costs incurred by Grantee Optionee on Grantee's Optionee's own behalf shall will not be considered costs of the transaction hereunder. 7.3 (c) Share Delivery. At the consummation of the Approved Sale, Grantee Optionee shall, if applicable, deliver certificates representing the Shares to be transferred to the closing specified in the documents evidencing the Approved Sale, transferred, duly endorsed for transfer and accompanied by all requisite stock transfer taxes, if any. The any, and the Shares to be transferred shall be free and clear of any liens, claims or encumbrances (other than restrictions imposed by this Exercise Notice) and Grantee Optionee shall so represent and warrant. 7.4 (d) Termination of Company Take-Along Right. The Take-Along Right in Section 7.1 of this Agreement shall terminate as to the Shares upon the Public Trading Date of the Shares. For the purposes Shares, as defined in Section 4(g) of this Agreement, the "Public Trading Date" of the Shares is the date on which the Shares first become freely tradable under the Securities Act, either pursuant to Rule 144 or another provision of the Securities Act. The holder of the Shares may apply to have all restrictive transfer legends removed from the certificates evidencing the Shares, provided that the request for legend removal is made at such times and in such manner that removal is accomplished in compliance with the Securities Act and the rules and regulations promulgated under the Securities Act; and provided further, that any proposed sale of Shares must comply with all Company policies and procedures, and with applicable federal, state and local laws. Exercise Notice. View More
