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

Exercise of Tag-Along Right. (i) The Selling Member and each Tag-along Member timely electing to participate in the Tag-along Sale pursuant to Section 6.04(d)(ii) shall have the right to Transfer in the Tag-along Sale the number of Units (and applicable Unit Equivalents, if any), as the case may be and with all Units treated as separate classes for purposes of this calculation, equal to the product of (x) the aggregate number of Units (and applicable Unit Equivalents), as the case may be, that the Proposed Transferee proposes to buy as stated in the Sale Notice and (y) a fraction (A) the numerator of which is equal to the number of Units, on a Fully Diluted Basis then held by the applicable Member, and (B) the denominator of which is equal to the number of Units, on a Fully Diluted Basis then held by the Selling Member and all of the Tag-along Members timely electing to participate in the Tag-along Sale pursuant to Section 6.04(d)(ii) (such amount with respect to the Units (and applicable Unit Equivalents, if any), the ” Tag-along Portion” (and applicable Unit Equivalents, if any).

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (Flewber Global Inc.)

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Exercise of Tag-Along Right. (i) The Selling Member and each Tag-along Member timely electing to participate in the Tag-along Sale pursuant to Section 6.04(d)(ii10.05(d)(ii) shall have the right to Transfer in the Tag-along Sale the number of Common Units and/or Preferred Units (and applicable Unit Equivalents, if any), as the case may be and with all Units treated as separate classes for purposes of this calculationbe, equal to the product of (x) the aggregate number of Common Units or Preferred Units (and applicable Unit Equivalents), as the case may be, that the Proposed Transferee proposes to buy as stated in the Sale Notice and (y) a fraction (A) the numerator of which is equal to the number of Units, Common Units and Preferred Units on a Fully Diluted Basis then held by the applicable Member, and (B) the denominator of which is equal to the number of Common Units and Preferred Units, as the case may be, on a Fully Diluted Basis then held by the Selling Member and all of the Tag-along Members timely electing to participate in the Tag-along Sale pursuant to Section 6.04(d)(ii10.05(d)(ii) (such amount with respect to the Units (and applicable Unit Equivalents, if any)amount, the Tag-along Portion” (and applicable Unit Equivalents, if any).

Appears in 1 contract

Samples: Limited Liability Company Agreement (Ascend Wellness Holdings, LLC)

Exercise of Tag-Along Right. (i) The Selling Member and each Tag-along Member timely electing to participate in the Tag-along Sale pursuant to Section 6.04(d)(ii11.05(d)(ii) shall have the right to Transfer in the Tag-Tag along Sale the number of Common Units (and applicable Unit Equivalents, if any), as the case may be and with all Units treated as separate classes for purposes of this calculationbe, equal to the product of (x) the aggregate number of Common Units (and applicable Unit Equivalents), as the case may be, that the Proposed Transferee proposes to buy as stated in the Sale Notice and (y) a :fraction (A) the numerator of which is equal to the number of Common Units, as the case may be, on a Fully Diluted Basis then held by the applicable Member, and (B) the denominator of which is equal to the number of Common Units, as the case may be, on a Fully Diluted Basis then held by the Selling Member and all of the Tag-along Members timely electing to participate in the Tag-along Sale pursuant to Section 6.04(d)(ii11.05(d)(ii) (such amount with respect to the Common Units (and applicable Unit Equivalents, if any), the “Common Tag-along Portion” (and applicable Unit Equivalents, if any).

Appears in 1 contract

Samples: Limited Liability Company Agreement (Longeveron LLC)

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Exercise of Tag-Along Right. (i) The i)The Selling Member and each Tag-along Member timely electing to participate in the Tag-along Sale pursuant to Section 6.04(d)(iiX.5(d)(ii) shall have the right to Transfer in the Tag-along Sale the number of Common Units and/or Preferred Units (and applicable Unit Equivalents, if any), as the case may be and with all the Common Units and Preferred units treated as separate classes for purposes of this calculation, equal to the product of (x) the aggregate number of Common Units or Preferred Units (and applicable Unit Equivalents), as the case may be, that the Proposed Transferee proposes to buy as stated in the Sale Notice and (y) a fraction (A) the numerator of which is equal to the number of Common Units or Preferred Units, as the case may be, on a Fully Diluted Basis then held by the applicable Member, and (B) the denominator of which is equal to the number of Common Units or Preferred Units, as the case may be, on a Fully Diluted Basis then held by the Selling Member and all of the Tag-along Members timely electing to participate in the Tag-along Sale pursuant to Section 6.04(d)(iiX.5(d)(ii) (such amount with respect to the Common Units (and applicable Unit Equivalents, if any), the “Common Tag-along Portion”, and with respect to the Preferred Units (and applicable Unit Equivalents, if any), the “Preferred Tag-along Portion”).

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement

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