Common use of Bring Along Clause in Contracts

Bring Along. 5.3.1. In the event that Shareholders who hold the majority of the Shares held by the Shareholders (the “Proposing Shareholders”) wish to accept an offer to sell all of the Shares they hold to any third party by way of a share sale, merger or otherwise (the “Buyer”), and such Buyer has made its offer contingent upon the sale to such Buyer of all of the Shares held by all of the Shareholders (the “Sale Transaction”), then, at the closing of such Sale Transaction, the other Shareholder (the “Forced Shareholder”) shall be obligated to (i) sell all of the Shares he/it holds to the Buyer at the same price per share and upon the same terms and conditions as the Proposing Shareholders, and (ii) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Shareholder’s Shares in the General Meeting in favor of any Sale Transaction proposed by the Proposing Shareholders and executing any purchase agreements, or related documents, as such Proposing Shareholders and the Buyer execute in order to carry out the terms and provisions of this Section 5; provided that the price per Share actually paid to the Forced Shareholder in such Sale Transaction, is at least ten percent (10%) greater than the average closing price of the Company's shares on the Stock Exchange during the thirty (30) trading days preceding the day on which the Sale Transaction is offered to the Forced Shareholder. 5.3.2. Notwithstanding the provisions of Section 4 above, in the event that a Sale Transaction shall be subject to the approval of the General Meeting, a decision of the Shareholders at the Preliminary Meeting shall not be required, and to the extent the conditions of this Section 5.3 are met, all of the Shareholders shall be obligated to vote all of the Shares held by them, at the General Meeting, in favor of the approval of the Sale Transaction.