Amount to be Sold. The Tag-Along Party shall be entitled to sell to the Third-Party Offeror, in conjunction with the closing of the Third-Party Offeror’s purchase of Tag-Along Securities from the Transferring Seller, up to that portion of its Tag-Along Securities determined by:
Amount to be Sold. (i) Each Tag-Along Member shall exercise its right to participate in the Tag-Along Sale by delivering to the Tag-Along Selling Member a written notice (a “Tag-Along Notice”) stating its election to do so (each Tag-Along Member electing to do so, a “Tag-Along Participating Member”) and specifying the percentage of Membership Interests to be Transferred by it no later than five (5) Business Days after its receipt of the Sale Notice (the “Tag-Along Period”). The offer of each Tag-Along Participating Member set forth in a Tag-Along Notice shall be irrevocable, and, to the extent such offer is accepted, such Tag-Along Participating Member shall be bound and obligated to sell in the Tag-Along Sale on the terms and conditions set forth in this Section 9.04. Each Tag-Along Member shall have the right to sell in a Tag-Along Sale the percentage of Membership Interests equal to the product obtained by multiplying (A) the percentage of Membership Interests held by the Tag-Along Member by (B) a fraction (1) the numerator of which is equal to the percentage of Membership Interests the Tag-Along Selling Member proposes to sell or Transfer to the Tag-Along Proposed Transferee and (2) the denominator of which is equal to the percentage of Membership Interests then owned by the Tag-Along Selling Member.
