Number of Shares to be Sold. If a Tag-Along Notice is received pursuant to Section 2(a)(ii), the Oaktree Investors shall be permitted to sell to the Proposed Purchaser up to the number of Oaktree Shares determined as set forth in Section 2(a)(i) above (the "Proposed Oaktree Shares"), and the KKR Holder shall be permitted to sell to the Proposed Purchaser up to a number of shares of Common Stock (the "Proposed KKR Shares") equal to the Proposed Number of Shares, less the aggregate number of Proposed Oaktree Shares and all other shares of Common Stock being sold to such Proposed Purchaser in such transaction pursuant to tag-along rights arising as a result of such sale; PROVIDED that the KKR Holder shall have the right to sell a number of additional shares of Common Stock up to the excess of the Proposed Number of Shares over the number of Proposed KKR Shares, if the Proposed Purchaser wants to purchase such additional shares. If no Tag-Along Notice is received by the KKR Holder pursuant to Section 2(a)(ii), the KKR Holder shall have the right for a 120-day period to sell to the Proposed Purchaser up to the Proposed Number of Shares on terms and conditions no more favorable in any material respect to the KKR Holder than those stated in the Tag-Along Notice.
Number of Shares to be Sold. If a registration pursuant to this Section 2(b) involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of shares of Common Stock requested to be included in such registration exceeds the number of shares of Common Stock which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the shares of Common Stock offered in such offering as contemplated by the Company or that the inclusion of additional selling stockholders is likely to have such an adverse effect, then the Company will include in such registration (A) the number of shares of Common Stock held by each Minority Investor equal to the number derived by multiplying the total number of shares which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above (the “Piggyback Aggregate Registration Number”) by a fraction, the numerator of which is the total number of Minority Shares held by such Minority Investor and the denominator of which is the sum of (i) the total number of Minority Shares, (ii) the total number of KKR Shares, and (iii) the total number of shares of Common Stock (determined on a fully diluted basis) held by Persons entitled to the benefits of any other piggyback registration rights arising as a result of such registration and (B) the number of shares of Common Stock held by the KKR Holder equal to the Piggyback Aggregate Registration Number, less the aggregate number of Minority Shares and all other shares of Common Stock being registered in such transaction pursuant to piggyback registration rights arising as a result of such registration; provided that in the event the aggregate number of shares of Common Stock to be sold in any such public distribution is increased or decreased, then the number of Minority Shares which such Minority Investor shall sell in such public distribution shall be increased or decreased by the product of (i) the number of shares of Common Stock by which the total number of shares of Common Stock in such public distribution is increased or decreased and (ii) a fraction the numerator of which equals the number of Minority Shares held by such Minority Investor originally so registered and the denominator of which is the total number of shares of Common Stock originally so registered.
Number of Shares to be Sold. Notwithstanding anything to the contrary contained in the Shareholders' Agreement or the Registration Rights Agreement, New Mountain shall be permitted to sell in the Offering 1,700,000 shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock owned by New Mountain and DB Capital shall be permitted to sell in the Offering 300,000 shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock owned by DB Capital. Any or all of the 300,000 shares of Common Stock to be sold in the Offering pursuant to the over-allotment option (the "Over-allotment Option") to be granted to the Underwriters pursuant to the Underwriting Agreement shall be sold by DB Capital.
Number of Shares to be Sold. If a Tag-Along Notice is received pursuant to Section 3(b), a Xxxxxx Holder shall be permitted to sell to the Proposed Purchaser up to the maximum number of Xxxxxx Shares determined as set forth in Section 3(a) above, and the KKR Holder shall be permitted to sell to the Proposed Purchaser up to a number of shares of Common Stock equal to the Proposed Number of Shares, less the aggregate number of Xxxxxx Shares of all Xxxxxx Holders and all other shares of Common Stock being sold to such Proposed Purchaser in such transaction pursuant to tag-along rights arising as a result of such transfer. Subject to the limitations of this Section 3(c), the KKR Holder shall have the right for a 120-day period following provision of the KKR Notice to sell to the Proposed Purchaser up to the Proposed Number of shares of Common Stock on terms and conditions materially no more favorable to the KKR Holder than those stated in the Tag-Along Notice; provided that the provisions of this Section 3 will apply to any such sale for so long as any shares of Common Stock are held by a Xxxxxx Holder.
Number of Shares to be Sold. The maximum number of Shares which shall be registered pursuant to a Request shall equal the number derived by multiplying the total number of Shares held by Stockholder by a fraction, the numerator of which is the total number of Buyer Shares which the KKR Holder proposes to sell in the Public Offering and the denominator of which is the total number of Buyer Shares; provided, that in the event that the aggregate number of shares of Common Stock to be sold in any Public Offering is increased or decreased including any decrease resulting from the advice of the managing underwriter in an underwritten offering that, in its opinion, the number of Buyer Shares which the KKR Holder proposes to sell in the Public Offering plus the aggregate number of shares of Common Stock subject to Requests by all other Stockholders of the Company would be likely to have an adverse effect on the price, timing or distribution of the shares of Common Stock offered in such Public Offering), then the number of shares of Stock which Stockholder shall sell in such Public Offering shall be increased or decreased by the product of (i) the number of shares of Common Stock by which the total number of shares of Common Stock in such Public Offering is increased or decreased and (ii) a fraction, the numerator of which equals the number of shares of Stock subject to the Request and the denominator of which is the total number of shares of Common Stock originally to be so registered.
Number of Shares to be Sold. Notwithstanding anything to the contrary contained in the Shareholders’ Agreement, the Registration Rights Agreement or the Joinder Agreement, New Mountain shall be permitted to sell in the Offering 1,855,139 shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock owned by New Mountain (including up to 243,121 shares of Common Stock pursuant to the Over-allotment Option), MidOcean shall be permitted to sell in the Offering 1,091,879 shares of Common Stock including (i) 858,879 shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock owned by MidOcean (including up to 91,879 shares of Common Stock pursuant to the Over-allotment Option) and (ii) 233,000 shares of Common Stock issuable upon exercise of the option granted to it pursuant to the Option Agreement (the “Xxxxxx Shares”), and New Mountain Trust shall be permitted to sell in the Offering 387,982 shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock owned by New Mountain Trust. The Offering shall also include the 115,000 Management Shares (as set forth below). Of the 450,000 shares of Common Stock to be sold in the Offering pursuant to the over-allotment option (the “Over-allotment Option”) to be granted to the Underwriters by New Mountain, MidOcean and certain members of the Company’s management (“Management”) pursuant to the Underwriting Agreement, up to 243,121 shares shall be sold by New Mountain, up to 91,879 shares shall be sold by MidOcean, and up to 115,000 shares shall be sold by Management (the “Management Shares”). All of the shares of Common Stock to be sold by New Mountain and MidOcean pursuant to the Over-allotment Option shall be issued upon conversion of shares of Series A Preferred Stock.
Number of Shares to be Sold. The number and class of Control Shares to be sold; and
Number of Shares to be Sold. Minimum Price at which Share may be Sold: ----------------------------- Date(s) on which Shares may be Sold: ----------------------------- Underwriting Discount/Commission: ----------------------------- Manner in which Shares are to be Sold : ----------------------------- By executing this draw down notice, the parties agree to comply with the aforementioned agreements, and to execute the transaction as described herein:
Number of Shares to be Sold. In the event that one or more --------------------------- Executive Holders shall deliver an Executive Tag-Along Notice pursuant to Section 7(b) in connection with a proposed Tag-Along Sale, (i) each such Executive Holder shall be permitted to Transfer to the Proposed Purchaser in connection with such proposed Tag-Along Sale up to the maximum amount of Executive Tag-Along Shares applicable to such Executive Holder (after taking into account the proviso at the end of Section 7(b)), and (ii) the Carlyle Tag- Along Sellers proposing to Transfer Holdings common stock in connection with such proposed Tag-Along Sale shall be permitted to Transfer to the Proposed Purchaser(s), for a 45-day period immediately following the fifteen (15) Business Day period set forth in Section 7(b), the Proposed Transferred Shares, less the aggregate amount of Executive Tag-Along Shares elected to be transferred by all Executive Holders pursuant to this Section 7, on terms and subject to conditions no more favorable to any Carlyle Tag-Along Seller than the terms and conditions described in the applicable Carlyle Tag-Along Notice.
Number of Shares to be Sold. The Sellers hereby assign to: (a) Hundx, xxe right to sell an aggregate of 15,000 Shares and (b) Lawlxx, xxe right to sell an aggregate of 10,000 Shares. The number of Shares to be sold to Buyer at the Initial Closing by each of the Sellers, Hundx xxx Lawlxx xx set forth on Schedule I hereto.
