Common use of Bring Along Clause in Contracts

Bring Along. (a) If a Stockholder (a "Transferor") wishes to transfer Shares to any Person except pursuant to (i) an Exempt Sale, (ii) pursuant to the exercise of the rights granted under this Section 4(a), (iii) pursuant to a bona fide gift to a charity or a charitable foundation, or (iv) pursuant to a bona fide pledge to secure indebtedness to a financial institution, including a commercial bank or a broker-dealer (provided that if Benaroya pledges Shares, he shall within 15 days after the pledge, give written notice to Limited of the number of Shares pledged and the amount of indebtedness secured by the pledge at the time but he shall not be required to update the amount of indebtedness secured), then the Transferor shall, as a condition to such transfer, permit each of the other Stockholders and each of the CCI Transferees (or cause the other Stockholders and the CCI Transferees to be permitted) to sell (either to the prospective purchaser of the Shares or to other financially reputable purchasers reasonably acceptable to the Stockholders electing to be brought along pursuant to this Section 4(a)), at the same price and otherwise on the same terms and conditions as those actually received by the Transferor in such sale, a number of Shares that bears the same proportion to the number of Shares then held by the

Bring Along. (a) If a Stockholder Until the date of the closing of an initial public offering of equity securities of the Company pursuant to an effective registration statement filed under the Securities Act of 1933, as amended (a "Transferor") wishes to transfer Shares to any Person except pursuant to (i) an Exempt Sale“Public Offering”), (ii) pursuant to in the exercise event that the Company shall receive written notification from the holders of 66 and 2/3% of the rights granted under this Section 4(a)issued and outstanding shares of capital stock of the Company, (iii) pursuant to calculated on a fully diluted basis, of a bona fide gift to purchase offer or of the terms of a charity or a charitable foundation, or (iv) pursuant to a potential bona fide pledge purchase offer to secure indebtedness to a financial institution, including a commercial bank or a broker-dealer (provided that if Benaroya pledges Shares, he shall within 15 days after such stockholders for the pledge, give written notice to Limited shares of Common Stock of the number of Shares pledged and the amount of indebtedness secured Company held by the pledge at the time but he shall not be required them (such offers being hereinafter referred to update the amount of indebtedness securedas a “Purchase Offer”), then the Transferor shall, as a condition to such transfer, permit each of the other Stockholders and each of the CCI Transferees (or cause the other Stockholders and the CCI Transferees to be permitted) to sell (either to the prospective purchaser of the Shares or to other financially reputable purchasers reasonably acceptable to the Stockholders electing to be brought along pursuant to this Section 4(a))then, at the same price and otherwise request of such stockholders, you will be obligated to sell all of the Option Shares held by you on the same terms and conditions under which the selling stockholders will sell their respective shares of Common Stock of the Company. (b) Upon receiving a notice of Purchase Offer from the Company you shall deliver to the Company, as those actually received your agent, for transfer to the offeror one or more certificates, properly endorsed for transfer, which represent all of the Option Shares held by you. (c) The stock certificate or certificates delivered by you to the Company pursuant to paragraph 9(b) shall be transferred by the Transferor Company to the offeror in consummation of the sale of the shares of Common Stock of the Company pursuant to the terms and conditions specified in paragraph 9(a) and the Company shall promptly thereafter remit to you that portion of the sale proceeds to which you are entitled by reason of your participation in such sale, a number of Shares that bears the same proportion to the number of Shares then held by the.