Exercise of Tag Along Option Sample Clauses
Exercise of Tag Along Option. (a) A Tag Along Option may be exercised by notice (Exercise Notice) to the Seller given within the Exercise Period.
(b) If a Shareholder exercises its Tag Along Option, the Seller must not Dispose of any Securities to the purchaser unless the purchaser, at the same time, buys the Securities specified in the Exercise Notice at the same price per Security and otherwise on the same terms.
(c) If the Tag Along Option is not exercised within the period specified in the Tag Along Notice, it will be deemed to have lapsed at midnight on the last day of the Exercise Period.
Exercise of Tag Along Option. (a) A Tag Along Option may be exercised by Champion Regal by notice in writing to Valspar, given within the period stated in the Tag Along Invitation.
(b) If Champion Regal exercises its Tag Along Option, then Valspar must not sell its Shares to the Third Party Purchaser unless the Third Party Purchaser, at the same time, buys the Corresponding Proportion at the same price, and on the same terms.
Exercise of Tag Along Option. (a) The Continuing Shareholder may, during the Tag Along Option Period, serve a written notice (Tag Along Response Notice) on:
(i) the Selling Shareholder; and
(ii) the Company, specifying that the Selling Shareholder must use its reasonable endeavours to cause the Third Party Buyer to purchase the same proportion of the Continuing Shareholder’s Shares on no less favourable terms than those set out in the Tag Along Notice of Sale issued under clause 24.1(a).
(b) The Tag Along Response Notice is irrevocable.
(c) If the Continuing Shareholder does not give a Tag Along Response Notice within the Tag Along Option Period, then the Selling Shareholder may, upon written notice to the Company and the Continuing Shareholder, and at its discretion, at any time within 30 days after the Tag Along Option Period sell the Sale Shares at the Tagged Share Sale Price, to the Third Party Buyer.
(d) If the Continuing Shareholder has given a Tag Along Response Notice, the Selling Shareholder must not transfer any Sale Shares to the Third Party Buyer unless the Third Party Buyer also acquires the same proportion of Shares held by the Continuing Shareholder on the same terms and conditions and at not less than the Tagged Share Sale Price.
(e) Following receipt of the Tag Along Response Notice, the Selling Shareholder must, as part of the sale of the Sale Shares, use its best endeavours to procure that the Third Party Buyer also purchases all of the Continuing Shareholder’s Shares on terms that comply with clause 24.2(d) and clause 24.2(g).
(f) If the Continuing Shareholder has given a Tag Along Response Notice and, despite the Selling Shareholder’s reasonable endeavours, the Third Party Buyer refuses to purchase all of the Continuing Shareholder’s Shares, then the Selling Shareholder must not transfer any Sale Shares to the Third Party Buyer and the Tag Along Response Notice lapses. Xxxxxxxx Xxxxx Joint Venture and Shareholders Agreement 58
(g) The sale of the Continuing Shareholder’s Shares to the Third Party Buyer under this clause 24 must be for the same sale price per Share and otherwise be on the same terms (including covenants, representations, warranties and indemnities) and conditions as those applicable to the sale by the Selling Shareholder of the Sale Shares to the Third Party Buyer except as otherwise necessary to:
(i) ensure that the rights and liabilities of the Selling Shareholder and the Continuing Shareholder are several and pro rata; and
(ii) reflect the identi...
Exercise of Tag Along Option. Upon the exercise of the Tag Along Option in accordance with this clause 11, the Vendor is bound to take all reasonable steps (including without limitation conditioning completion of sale of its own Shares to the Third Party) to cause the Put Shares to be purchased by the Third Party or its nominees for the relevant price and terms and otherwise in accordance with this clause 11.
Exercise of Tag Along Option. (a) A Tag Along Option may be exercised by notice in writing to the selling Shareholder(s), given within the period stated in the Invitation to Tag Along.
(b) If a Tag Along Shareholder exercises its Tag Along Option, then the selling Shareholder(s) must not sell their Shares to the Offeror unless the Offeror, at the same time, buys the relevant number of Shares directed by each Tag Along Shareholder at the same price, and on the same terms.
(c) For the avoidance of doubt, a Tag Along Option may not be exercised if a Drag Along Notice has been given pursuant to clause 10.12.
Exercise of Tag Along Option