Common use of Exercise of Tag-Along Right Clause in Contracts

Exercise of Tag-Along Right. The Tag-Along Participants may, subject to the limitations set forth in this Section 1(c), in the aggregate Transfer to the proposed Transferee identified in the Transfer Notice up to a percentage (the “Tag-Along Percentage”) of the Tag-Along Participants’ aggregate beneficial ownership of Equity Securities equal to the percentage of the Equity Securities beneficially owned by the Transferring Stockholder represented by the number of Tag-Along Securities set forth in the Transfer Notice by giving written notice (the “Tag-Along Acceptance Notice”) to the Transferring Stockholder within fifteen (15) Business Days after receipt of the Transfer Notice, stating that such Tag-Along Participant elects to exercise its tag-along right under this Section 1 and stating the maximum number of Equity Securities sought to be Transferred by such Tag-Along Participant; provided that, in the event the Tag-Along Participants in the aggregate seek to sell more Equity Securities than are permitted by this Section 1(c), then the amount to be sold shall be allocated among the Tag-Along Participants on a pro rata basis based upon the number of Equity Securities beneficially owned by each or in such other manner as may be mutually agreed by the participating Tag-Along Participants. Each Tag-Along Participant shall be deemed to have waived its tag-along right hereunder if it fails to give the Tag-Along Acceptance Notice within the prescribed time period. The proposed Transferee of Tag-Along Securities will not be obligated to purchase a number of Equity Securities exceeding that set forth in the Transfer Notice and, in the event such Transferee elects to purchase less than all of the additional Equity Securities sought to be Transferred by the Tag-Along Participants, the number of Equity Securities to be Transferred by the Transferring Stockholder shall be reduced to the Transferring Stockholder’s Pro Rata Portion and the number of Equity Securities to be Transferred by the Tag-Along Participants in the aggregate shall be reduced to the Tag-Along Participants’ aggregate Pro Rata Portion.

Exercise of Tag-Along Right. The Tag-Along Participants may, subject to the limitations set forth in this Section 1(c3.3(c), in the aggregate Transfer to the proposed Transferee identified in the Transfer Notice up to a percentage (the “Tag-Along Percentage”) of the Tag-Along Participants’ aggregate beneficial ownership of Equity Securities equal to the percentage of the Equity Securities beneficially owned by the Transferring Stockholder represented by the number of Tag-Along Securities set forth in the Transfer Notice by giving written notice (the “Tag-Along Acceptance Notice”) to the Transferring Stockholder and the Company (who shall forward such notice to the other Tag-Along Participants within two (2) Business Days of the Company’s receipt of such notice) within fifteen (15) Business Days after receipt of the Transfer Notice, stating that such Tag-Along Participant elects to exercise its tag-along right under this Section 1 3.3 and stating the maximum number of Equity Securities sought to be Transferred by such Tag-Along Participant; provided that, that in the event the Tag-Along Participants in the aggregate seek to sell more Equity Securities than are permitted by this Section 1(c), 3.3(c) then the amount to be sold shall be allocated among the Tag-Along Participants on a pro rata basis based upon the number of Equity Securities beneficially owned by each or in such other manner as may be mutually agreed by the participating Tag-Along Participants. Each Tag-Along Participant shall be deemed to have waived its tag-along right hereunder if it fails to give the Tag-Along Acceptance Notice within the prescribed time period. The proposed Transferee of Tag-Along Securities will not be obligated to purchase a number of Equity Securities exceeding that set forth in the Transfer Notice andNotice, and in the event such Transferee elects to purchase less than all of the additional Equity Securities sought to be Transferred by the Tag-Along Participants, the number of Equity Securities to be Transferred by the Transferring Stockholder shall be reduced to the Transferring Stockholder’s Pro Rata Portion and the number of Equity Securities to be Transferred by the Tag-Along Participants in the aggregate shall be reduced to the Tag-Along Participants’ aggregate Pro Rata Portion.

Exercise of Tag-Along Right. The Notwithstanding anything to the contrary in this Agreement, the Investor is entitle to participate in the Tag-Along Participants may, subject Sale and sell with a Founder Party pro rata pursuant to the limitations set forth in this Section 1(c6.1(a), in as specifically described below. If any Founder Party or any Affiliate of such Founder Party (a “Transferring Founder Party”) intends to Transfer all or a portion of his or its Equity Securities of the aggregate Company to a third party purchaser other than a Transfer to the proposed Transferee identified in the Transfer Notice up to a percentage Mx. Xx’x Immediate Family Members (the “Tag-Along PercentageSale”), at least thirty (30) days prior to the completion of the Tag Along Sale, Mx. Xx shall deliver a written notice (the “Sale Notice”) to the Company and to the Investor, specifying in reasonable details the number of Equity Securities to be Transferred in the contemplated Tag-Along Participants’ aggregate beneficial ownership of Equity Securities equal to the percentage of the Equity Securities beneficially owned by the Transferring Stockholder represented by the number of Tag-Along Securities set forth in the Transfer Notice by giving written notice Sale (the “Tag-Along Sale Amount”), the price and other terms and conditions of Tag-Along Sale. The Investor shall have the right, by notifying Mx. Xx in writing (the “Acceptance Notice”) to the Transferring Stockholder within fifteen (15) Business Days after receipt of the Transfer Sale Notice, stating that such to sell a number of the Purchase Shares which the Investor still holds up to the product (the “Investor Tag-Along Participant elects to exercise its tag-along right under this Section 1 and stating the maximum number Amount”) of Equity Securities sought to be Transferred by such Tag-Along Participant; provided that, in the event (i) the Tag-Along Participants Sale Amount multiplied by (ii) the quotient determined by dividing the number of Purchased Shares still held by the Investor as of the date of the Sale Notice by the aggregate number of Shares owned by the Transferring Founder Party as of the date of the Sale Notice. The Founder Parties shall ensure that the Transferring Founder Party may not Transfer any of Tag-Along Sale Amount to the third party purchaser unless and until such third party purchaser simultaneously purchases from the Investor the Investor Tag-Along Amount at the same per Share price and upon the same terms as set forth in the aggregate seek Sale Notice, provided, however, the Investor shall only be required to sell more Equity Securities than are permitted by this Section 1(c)bear their proportionate share of any expenses, then escrows, holdbacks or adjustments in respect of the amount purchase price or indemnification obligations; provided, further, that the Investor shall not be obligated to be sold shall be allocated among agree to any noncompetition, non-solicitation or similar restrictive covenants in order to participate in the Tag-Along Participants on a pro rata basis based upon the number of Equity Securities beneficially owned by each or in such other manner as may be mutually agreed by the participating Tag-Along Participants. Each Tag-Along Participant shall be deemed to have waived its tag-along right hereunder if it fails to give the Tag-Along Acceptance Notice within the prescribed time period. The proposed Transferee of Tag-Along Securities will not be obligated to purchase a number of Equity Securities exceeding that set forth in the Transfer Notice and, in the event such Transferee elects to purchase less than all of the additional Equity Securities sought to be Transferred by the Tag-Along Participants, the number of Equity Securities to be Transferred by the Transferring Stockholder shall be reduced to the Transferring Stockholder’s Pro Rata Portion and the number of Equity Securities to be Transferred by the Tag-Along Participants in the aggregate shall be reduced to the Tag-Along Participants’ aggregate Pro Rata PortionSale.

Exercise of Tag-Along Right. The Upon receipt of a Notice of Sale, Pequot and its Affiliates shall have the right to elect to participate in the Tag-Along Participants may, subject Sale by selling such number of Shares held by Pequot equal to the limitations set forth in this Section 1(c)product of (a) a fraction, in the aggregate Transfer to numerator of which is the proposed Transferee identified in number of Offered Shares and the Transfer Notice up to a percentage denominator of which is the total number of Shares then held by FACO and its Affiliates and (b) the total number of Shares then held by Pequot and its Affiliates (such Shares, “Tag-Along PercentageShares”) ), at a price per share equal to the Offer Price, as part of the sale of the Offered Shares, and otherwise subject to the same material terms and conditions as described in the Notice of Sale (a “Tag-Along Participants’ aggregate beneficial ownership Right”); provided, however, if FACO or any of Equity Securities equal its Affiliates has sold any Shares to the percentage Third Party within twelve (12) months of the Equity Securities beneficially owned by date of the Transferring Stockholder represented by Notice of Sale or such sale is otherwise part of a series of related transactions, then, at Pequot’s written request as part of the notice referred to in the immediately following sentence, the number of Tag-Along Securities set forth Shares shall be calculated by treating such all such sales to which Pequot had not been granted a Tag-Along Right as a single transaction and the Offer Price shall be equal to the weighted average price per share in all such transactions. A Tag-Along Right shall be exercisable by the Transfer Notice delivery by giving Pequot of written notice to FACO during the 30-day period (the “Exercise Period”) commencing on the date on which FACO shall have delivered the Notice of Sale to Pequot. If Pequot exercises its Tag-Along Acceptance Notice”) Right with respect to any Tag-Along Sale, then no later than the Transferring Stockholder within fifteen (15) Business Days after receipt of the Transfer Notice, stating that closing date for such Tag-Along Participant elects to exercise its tag-along right under this Section 1 and stating Sale (which shall be no later than the maximum number of Equity Securities sought to be Transferred by date for such Tag-Along Participant; provided that, closing contemplated in the event Notice of Sale), Pequot shall deliver to FACO or its designee any and all certificates representing the Tag-Along Participants Shares, duly endorsed in blank or accompanied by written instruments of transfer duly executed by Pequot in blank, and otherwise subject to the material terms and conditions specified in the aggregate seek Notice of Sale, against payment of the Offer Price for each Tag-Along Share to sell more Equity Securities than are permitted Pequot by this Section 1(c)FACO or the Third Party purchasing the Offered Shares. For the avoidance of doubt, then FACO shall not Transfer to such Third Party any Offered Shares unless simultaneously with such Transfer, FACO or the amount to be sold shall be allocated among Third Party purchases from Pequot all of the Tag-Along Participants on a pro rata basis based upon Shares required to be purchased pursuant to this Section 3.3 at the number of Equity Securities beneficially owned by each or in such other manner Offer Price, and otherwise subject to the same material terms and conditions as may be mutually agreed by the participating proposed Tag-Along Participants. Each Tag-Along Participant shall be deemed to have waived its tag-along right hereunder if it fails to give the Tag-Along Acceptance Notice within the prescribed time period. The proposed Transferee of Tag-Along Securities will not be obligated to purchase a number of Equity Securities exceeding that set forth Sale described in the Transfer Notice and, in the event such Transferee elects to purchase less than all of the additional Equity Securities sought to be Transferred by the Tag-Along Participants, the number of Equity Securities to be Transferred by the Transferring Stockholder shall be reduced to the Transferring Stockholder’s Pro Rata Portion and the number of Equity Securities to be Transferred by the Tag-Along Participants in the aggregate shall be reduced to the Tag-Along Participants’ aggregate Pro Rata PortionSale.