Exercise of Tag-Along Right. Each Minority Shareholder may serve a notice (Tag Along Notice) on MCE on or before the date 15 Business Days after the date the Proposed Sale Notice is deemed given in accordance with clause 39 specifying that it wishes to Transfer to the Proposed Purchaser a fraction of its Securities up to (but not to exceed) such fraction of its Securities as is equal to the fraction given by the following formula: TS = ES – RS ES Where: TS or Tagging Securities is the fraction of the Securities entitled to be sold by the Minority Shareholder under this clause 25. RS is the Effective Interest in Securities held by MCE following completion of the Transfer of the Sale Securities to the Proposed Purchaser. ES is, if MCE holds prior to the date of such Transfer an Effective Interest in Securities: (a) greater than 50.1, 50.1; or (b) less than 50.1, that lower amount.
Appears in 3 contracts
Samples: Shareholders’ Agreement (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Shareholders’ Agreement (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Implementation Agreement (Melco Crown Entertainment LTD)