Common use of RIGHT OF FIRST OFFER; TAG Clause in Contracts

RIGHT OF FIRST OFFER; TAG. Along (a) Following the termination of the Lock-Up Period under Section 5.2 above, if a Party (the "Selling Party") wishes to sell or otherwise transfer Ordinary Shares of the Company (the "Offered Shares"), it shall be required to first make an offer to the other Party (the "Offeree"), as set forth below. (b) The Selling Party shall send the Offeree a written offer (the "Offer") in which the Selling Party shall specify the following information: (i) the number of Offered Shares that the Selling Party proposes to sell or transfer; (ii) a representation and warranty that the Offered Shares shall be, at the time of their transfer, free and clear of Encumbrances; (iii) the minimum price in United States dollars (the "Minimum Price") that the Selling Party is prepared to receive for the Offered Shares in an immediate cash payment transaction; and (iv) whether the Selling Party intends to sell the Offered Shares by means of a "market trade". The Offer shall constitute an irrevocable offer made by the Selling Party to sell to the Offeree the Offered Shares all upon the terms specified in the Offer (including the Minimum Price and the Payment Term Threshold) or, in the case TATOP is the Offeree, to have such Offeree participate in such sale, all upon the terms applicable to the Selling Party pursuant to the provisions of sub-section (e) below. (c) The Offeree may notify the Selling Party in writing (the "Response") within 14 days of receipt of the Offer that it wishes to purchase all (but not less than all) of the Offered Shares upon the terms specified in the Offer. If the Offeree does not deliver the Response the Offeree shall be deemed to have notified the Selling Party that it does not wish to buy the Offered Shares. (d) If the Offeree delivers a Response in accordance with the above provisions, the Offered Shares shall become the property of the Offeree and shall be delivered to the Offeree against payment of the consideration as specified in the Offer. . The closing of such sale shall take place by no later than 10 business days following the delivery of the Response. If the Offeree does not deliver such Response, then the Selling Party may sell the Offered Shares to any third party, provided that such sale is consummated (i) within a 45 day period, (ii) at a price that is not lower than that the Minimum Price, and (iii) if the Offer provides that the sale shall have to be effected by means of "market trade", the Offered Shares will be sold only via market trade. (e) If TATOP is the Offeree, and it does not deliver a Response, but wishes to sell its Ordinary Shares together with the Offered Shares intended to be sold by T.A.T. Industries, TATOP shall, during such 14 day period, have the right to notify T.A.T. Industries that it is exercising its Tag Along Right pursuant to this sub-section (e) (the "Tag Along Notice"). Following the Tag Along Notice, TATOP shall add to the Ordinary Shares to be sold by T.A.T. Industries to a purchaser (the "Proposed Purchaser") that number of Ordinary Shares which bears the same ratio to the total number of Ordinary Shares held by TATOP, as the ratio that the number of Offered Shares bears to T.A.

RIGHT OF FIRST OFFER; TAG. AlongAlong ------------------------------- (a) Following the termination of the Lock-Up Period under Section 5.2 above, if a Party (the "Selling Party") wishes to sell or otherwise transfer Ordinary Shares of the Company (the "Offered Shares"), it shall be required to first make an offer to the other Party (the "Offeree"), as set forth below. (b) The Selling Party shall send the Offeree a written offer (the "Offer") in which the Selling Party shall specify the following information: (i) the number of Offered Shares that the Selling Party proposes to sell or transfer; (ii) a representation and warranty that the Offered Shares shall be, at the time of their transfer, free and clear of Encumbrances; (iii) the minimum price in United States dollars (the "Minimum Price") that the Selling Party is Shareholders Agreement prepared to receive for the Offered Shares in an immediate cash payment transaction; and (iv) whether the Selling Party intends to sell the Offered Shares by means of a "market trade". The Offer shall constitute an irrevocable offer made by the Selling Party to sell to the Offeree the Offered Shares all upon the terms specified in the Offer (including the Minimum Price and the Payment Term Threshold) or, in the case TATOP is the Offeree, to have such Offeree participate in such sale, all upon the terms applicable to the Selling Party pursuant to the provisions of sub-section (e) below. (c) The Offeree may notify the Selling Party in writing (the "Response") within 14 days of receipt of the Offer that it wishes to purchase all (but not less than all) of the Offered Shares upon the terms specified in the Offer. If the Offeree does not deliver the Response the Offeree shall be deemed to have notified the Selling Party that it does not wish to buy the Offered Shares. (d) If the Offeree delivers a Response in accordance with the above provisions, the Offered Shares shall become the property of the Offeree and shall be delivered to the Offeree against payment of the consideration as specified in the Offer. . The closing of such sale shall take place by no later than 10 business days following the delivery of the Response. If the Offeree does not deliver such Response, then the Selling Party may sell the Offered Shares to any third party, provided that such sale is consummated (i) within a 45 day period, (ii) at a price that is not lower than that the Minimum Price, and (iii) if the Offer provides that the sale shall have to be effected by means of "market trade", the Offered Shares will be sold only via market trade. (e) If TATOP is the Offeree, and it does not deliver a Response, but wishes to sell its Ordinary Shares together with the Offered Shares intended to be sold by T.A.T. Industries, TATOP shall, during such 14 day period, have the right to notify T.A.T. Industries that it is exercising its Tag Along Right pursuant to this sub-section (e) (the "Tag Along Notice"). Following the Tag Along Notice, TATOP shall add to the Ordinary Shares to be sold by T.A.T. Industries to a purchaser (the "Proposed Purchaser") that number of Ordinary Shares which bears the same ratio to the total number of Ordinary Shares held by TATOP, as the ratio that the number of Offered Shares bears to T.A.

RIGHT OF FIRST OFFER; TAG. AlongAlong ------------------------------- (a) Following the termination of the Lock-Up Period under Section 5.2 above, if a Party 2.1. Any Shareholder (the "Selling PartySELLING PARTY") wishes wishing to sell or otherwise transfer Ordinary Shares of the Company (the "Offered Shares")to a person or entity who is not a Permitted Transferee, it as defined hereinafter, shall be required to first make an offer to the other Party Shareholders (the each an "OffereeOFFEREE"), as set forth below. (b) 2.2. The Selling Party shall send the each Offeree a written offer (the "Offer") in which the Selling Party shall specify the following information: information (the "OFFER"): (i) the number of Offered Ordinary Shares that the Selling Party proposes to sell or transfertransfer (the "OFFERED SHARES"); (ii) a representation and warranty that the Offered Shares shall be, at the time of their transfer, are free and clear of Encumbrancesall pledges, debts, security interests and other third party interests; and (iii) the minimum price in United States dollars (the "Minimum Price") that the Selling Party is prepared to receive for the Offered Shares in an immediate cash payment transaction; and (iv) whether the Selling Party intends to sell receive in respect of the Offered Shares by means Shares, which shall be stated in cash, together with the requested terms of a "market trade"payment thereof. The Offer shall constitute an irrevocable offer made by the Selling Party to sell to the each Offeree the Offered Shares all upon the terms specified in the Offer (including the Minimum Price and the Payment Term Threshold) or, in the case TATOP is the Offeree, or to have such Offeree participate in such sale, on a pro rata basis all upon the terms applicable to the Selling Party pursuant to the provisions of sub-section (e) below. (c) The Offeree may notify the Selling Party in writing (the "Response") within 14 days of receipt of the Offer that it wishes to purchase all (but not less than all) of the Offered Shares upon the terms specified in the Offer and as described below. For the purpose of this Section 2, the pro-rata portion of each Offeree shall mean a fraction of the Offered Shares of which the aggregate number of shares which are held by such Offeree immediately prior to the Offer, on an outstanding basis, shall be the numerator, and the aggregate number of shares which are held at that time by all the Offerees, on an outstanding basis shall be the denominator. 2.3. If the Offeree does not deliver Offer specifies that it is contingent upon the Response purchase of all of the Offeree shall be deemed to have notified Offered Shares, the Selling Party that it does shall be entitled to refuse to transfer the Ordinary Shares pursuant to the Offer to an Offeree if, following compliance with Section 2.5 below, the Offerees do not wish to buy purchase all of the Offered Shares. 2.4. Each Offeree will notify the Selling Party whether it (di) wishes to purchase all or any portion of such Offeree's pro-rata portion of the Offered Shares, (ii) wishes to participate in the sale to the third party, or (ii) does not wish to either purchase the Offered Shares or participate in the sale thereof. Such Offeree response must be received by the Selling Party within ten (10) days after receipt of the Offer by such Offeree ("Offeree's Notice"). 2.5. If the aggregate number of Offered Shares accepted by the Offerees is less than the number of Offered Shares, then the Selling Party shall send a notice to the Offerees who accepted to purchase all the Shares offered to them that shall state the number of Offered Shares for which no acceptances were delivered ("Notice of Remaining Offered Shares"). The Offerees who received a Notice of Remaining Offered Shares, may exercise an option to purchase any of the Offered Shares for which no acceptances were delivered upon the terms of the Offer. Acceptances for purchasing remaining Offered Shares must be received by the Selling Party within ten (10) days after receipt by the relevant Offerees of the Notice of Remaining Offered Shares. 2.6. If the number of Offered Shares for which there are acceptances is, in the aggregate, equal to the number of Offered Shares, then each of the accepting Offerees shall acquire the number of shares for which he delivered notice of acceptance. 2.7. If the number of Offered Shares for which there are acceptances is, in the aggregate, more than the number of Offered Shares, then each of the accepting Offerees shall acquire the number of shares for which he delivered notice of acceptance, and each Offeree delivers who sent acceptance to the Notice of Remaining Offered Shares (the "Accepting Offeree") shall acquire such number of the Remaining Offered Shares that is equal to the Remaining Offered Shares multiplied by a Response fraction in accordance with which the above provisionsnumber of shares held by such Accepting Offeree immediately prior to the Offer, on an outstanding basis, shall be numerator, and the aggregate number of shares which are held at that time by all Accepting Offerees on an outstanding basis shall be the denominator. 2.8. The Offered Shares shall become the property of each Offeree who agreed to purchase the Offeree and shall be delivered to Offered Shares on the Offeree terms specified in the Offer, against payment of the consideration as specified in the Offer. . The closing of such sale shall take place If there remain any Ordinary Shares that have not been acquired by no later than 10 business days following an Offeree and the delivery Selling Party has not exercised its right to refuse to transfer any of the Response. If Offered Shares pursuant to the Offeree does not deliver such ResponseOffer (as set forth in Section 2.3), then subject to the Offeree's right under Section 2.9 below, the Selling Party may sell the such remaining Ordinary Shares or, if it has exercised its right under Section 2.3, all Offered Shares to any a third party, provided that such sale is consummated (i) within in a 45 day period, bona fide transaction; (ii) at a price that is not lower than that specified in the Minimum Price, and Offer; (iii) subject to payment terms that are no more favorable to the purchaser than those specified in the Offer, all within a 90 day period from the expiry of the ten (10) day period; and (iv) provided that, if the Offer provides that sale is not carried out on the sale shall have to be effected by means market and the transferee following such purchase will hold shares representing three percent (3%) or more of "market trade"the Company's issued and outstanding share capital, the transferee of the Offered Shares will be sold only via market tradeshall become party to this Agreement. (e) 2.9. If TATOP is the Offeree, and it does not deliver a Response, but an Offeree wishes to sell its or otherwise transfer any or all of such Offeree's Ordinary Shares together with the Offered Shares intended to be being sold by T.A.T. Industriesthe Selling Party, TATOP such Offeree (the "TAG ALONG SHAREHOLDER") shall, during such 14 10 day period, have the right to notify T.A.T. Industries that it is exercising the Selling Party of its intention to exercise its Tag Along Right pursuant to this sub-section (e) Section 2.9 (the "Tag Along NoticeTAG ALONG NOTICE"). Following the Tag Along Notice, TATOP the Tag Along Shareholder shall add to the Ordinary Shares to be being sold by T.A.T. Industries the Selling Party to a such proposed purchaser thereof (the "Proposed PurchaserPROPOSED PURCHASER") that number of Ordinary Shares which bears the same ratio to the total number of Ordinary Shares held by TATOPthe Tag Along Shareholder, on an outstanding basis, as the ratio that the number of the Offered Shares bears to T.A.the Selling Party's total number of Ordinary Shares of the Company, on an outstanding basis, and upon the same terms and conditions under which the Selling Party's Ordinary Shares shall be sold. In the event that the Tag Along Shareholder exercises its rights hereunder, the Selling Party must cause the Proposed Purchaser to add such Ordinary Shares to the Offered Shares to be purchased by the Proposed Purchaser, as part of the sale agreement, or reduce the number of Ordinary Shares that it proposes to sell to the Proposed Purchaser (in which case, the Selling Party and the Tag Along Shareholder will contribute the identical portion of Ordinary Shares relative to their total shareholdings in the Company, calculated on an outstanding basis), and either conclude the transaction in accordance with such revised structure or withdraw from completing the transaction. Notwithstanding the above said, this Section 2.9 shall not apply to sales by MS of its shares of the Company. 2.10. Notwithstanding the foregoing, the provisions of this Section 2 shall not apply to any transfer of Ordinary Shares by a Shareholder to its Permitted Transferees. For purposes of this Agreement, the term "PERMITTED TRANSFEREES" shall mean an entity controlled by, controlling, or under common control with the Selling Party. A transferee by operation of law shall not be considered Permitted Transferee. Notwithstanding anything set forth above, in the event that a banking institution realizes its pledge over shares of the Company held by a Shareholder and wishes to sell any or all of such shares, the other Shareholder whose shares of the Company are not being sold by such banking institution shall be granted a Right of First Offer with respect to such shares (in accordance with the provisions of Section 2.8 above) but shall not have the Tag-Along Right set forth in Section 2.9 above.

RIGHT OF FIRST OFFER; TAG. AlongALONG (a) Following the termination of the Lock-Up Period under Section 5.2 above, if a Party 2.1. Any Shareholder (the "Selling PartySELLING PARTY") wishes wishing to sell or otherwise transfer Ordinary Shares of the Company (the "Offered Shares")to a person or entity who is not a Permitted Transferee, it as defined hereinafter, shall be required to first make an offer to the other Party Shareholders (the each an "OffereeOFFEREE"), as set forth below. (b) 2.2. The Selling Party shall send the each Offeree a written offer (the "Offer") in which the Selling Party shall specify the following information: information (the "OFFER"): (i) the number of Offered Ordinary Shares that the Selling Party proposes to sell or transfertransfer (the "OFFERED SHARES"); (ii) a representation and warranty that the Offered Shares shall be, at the time of their transfer, are free and clear of Encumbrancesall pledges, debts, security interests and other third party interests; and (iii) the minimum price in United States dollars (the "Minimum Price") that the Selling Party is prepared to receive for the Offered Shares in an immediate cash payment transaction; and (iv) whether the Selling Party intends to sell receive in respect of the Offered Shares by means Shares, which shall be stated in cash, together with the requested terms of a "market trade"payment thereof. The Offer shall constitute an irrevocable offer made by the Selling Party to sell to the each Offeree the Offered Shares all upon the terms specified in the Offer (including the Minimum Price and the Payment Term Threshold) or, in the case TATOP is the Offeree, or to have such Offeree participate in such sale, on a pro rata basis all upon the terms applicable to the Selling Party pursuant to the provisions of sub-section (e) below. (c) The Offeree may notify the Selling Party in writing (the "Response") within 14 days of receipt of the Offer that it wishes to purchase all (but not less than all) of the Offered Shares upon the terms specified in the Offer and as described below. For the purpose of this Section 2, the pro-rata portion of each Offeree shall mean a fraction of the Offered Shares of which the aggregate number of shares which are held by such Offeree immediately prior to the Offer, on an outstanding basis, shall be the numerator, and the aggregate number of shares which are held at that time by all the Offerees, on an outstanding basis shall be the denominator. 2.3. If the Offeree does not deliver Offer specifies that it is contingent upon the Response purchase of all of the Offeree shall be deemed to have notified Offered Shares, the Selling Party that it does shall be entitled to refuse to transfer the Ordinary Shares pursuant to the Offer to an Offeree if, following compliance with Section 2.5 below, the Offerees do not wish to buy purchase all of the Offered Shares. 2.4. Each Offeree will notify the Selling Party whether it (di) wishes to purchase all or any portion of such Offeree's pro-rata portion of the Offered Shares, (ii) wishes to participate in the sale to the third party, or (ii) does not wish to either purchase the Offered Shares or participate in the sale thereof. Such Offeree response must be received by the Selling Party within ten (10) days after receipt of the Offer by such Offeree ("OFFEREE'S NOTICE"). 2.5. If the aggregate number of Offered Shares accepted by the Offerees is less than the number of Offered Shares, then the Selling Party shall send a notice to the Offerees who accepted to purchase all the Shares offered to them that shall state the number of Offered Shares for which no acceptances were delivered ("NOTICE OF REMAINING OFFERED SHARES"). The Offerees who received a Notice of Remaining Offered Shares, may exercise an option to purchase any of the Offered Shares for which no acceptances were delivered upon the terms of the Offer. Acceptances for purchasing remaining Offered Shares must be received by the Selling Party within ten (10) days after receipt by the relevant Offerees of the Notice of Remaining Offered Shares. 2.6. If the number of Offered Shares for which there are acceptances is, in the aggregate, equal to the number of Offered Shares, then each of the accepting Offerees shall acquire the number of shares for which he delivered notice of acceptance. 2.7. If the number of Offered Shares for which there are acceptances is, in the aggregate, more than the number of Offered Shares, then each of the accepting Offerees shall acquire the number of shares for which he delivered notice of acceptance, and each Offeree delivers who sent acceptance to the Notice of Remaining Offered Shares (the "ACCEPTING OFFEREE") shall acquire such number of the Remaining Offered Shares that is equal to the Remaining Offered Shares multiplied by a Response fraction in accordance with which the above provisionsnumber of shares held by such Accepting Offeree immediately prior to the Offer, on an outstanding basis, shall be numerator, and the aggregate number of shares which are held at that time by all Accepting Offerees on an outstanding basis shall be the denominator. 2.8. The Offered Shares shall become the property of each Offeree who agreed to purchase the Offeree and shall be delivered to Offered Shares on the Offeree terms specified in the Offer, against payment of the consideration as specified in the Offer. . The closing of such sale shall take place If there remain any Ordinary Shares that have not been acquired by no later than 10 business days following an Offeree and the delivery Selling Party has not exercised its right to refuse to transfer any of the Response. If Offered Shares pursuant to the Offeree does not deliver such ResponseOffer (as set forth in Section 2.3), then subject to the Offeree's right under Section 2.9 below, the Selling Party may sell the such remaining Ordinary Shares or, if it has exercised its right under Section 2.3, all Offered Shares to any a third party, provided that such sale is consummated (i) within in a 45 day period, bona fide transaction; (ii) at a price that is not lower than that specified in the Minimum Price, and Offer; (iii) subject to payment terms that are no more favorable to the purchaser than those specified in the Offer, all within a 90 day period from the expiry of the ten (10) day period; and (iv) provided that, if the Offer provides that sale is not carried out on the sale shall have to be effected by means market and the transferee following such purchase will hold shares representing three percent (3%) or more of "market trade"the Company's issued and outstanding share capital, the transferee of the Offered Shares will be sold only via market tradeshall become party to this Agreement. (e) 2.9. If TATOP is the Offeree, and it does not deliver a Response, but an Offeree wishes to sell its or otherwise transfer any or all of such Offeree's Ordinary Shares together with the Offered Shares intended to be being sold by T.A.T. Industriesthe Selling Party, TATOP such Offeree (the "TAG ALONG SHAREHOLDER") shall, during such 14 10 day period, have the right to notify T.A.T. Industries that it is exercising the Selling Party of its intention to exercise its Tag Along Right pursuant to this sub-section (e) Section 2.9 (the "Tag Along NoticeTAG ALONG NOTICE"). Following the Tag Along Notice, TATOP the Tag Along Shareholder shall add to the Ordinary Shares to be being sold by T.A.T. Industries the Selling Party to a such proposed purchaser thereof (the "Proposed PurchaserPROPOSED PURCHASER") that number of Ordinary Shares which bears the same ratio to the total number of Ordinary Shares held by TATOPthe Tag Along Shareholder, on an outstanding basis, as the ratio that the number of the Offered Shares bears to T.A.the Selling Party's total number of Ordinary Shares of the Company, on an outstanding basis, and upon the same terms and conditions under which the Selling Party's Ordinary Shares shall be sold. In the event that the Tag Along Shareholder exercises its rights hereunder, the Selling Party must cause the Proposed Purchaser to add such Ordinary Shares to the Offered Shares to be purchased by the Proposed Purchaser, as part of the sale agreement, or reduce the number of Ordinary Shares that it proposes to sell to the Proposed Purchaser (in which case, the Selling Party and the Tag Along Shareholder will contribute the identical portion of Ordinary Shares relative to their total shareholdings in the Company, calculated on an outstanding basis), and either conclude the transaction in accordance with such revised structure or withdraw from completing the transaction. 2.10. Notwithstanding the foregoing, the provisions of this Section 2 shall not apply to any transfer of Ordinary Shares by a Shareholder to its Permitted Transferees. For purposes of this Agreement, the term "PERMITTED TRANSFEREES" shall mean an entity controlled by, controlling, or under common control with the Selling Party. A transferee by operation of law shall not be considered Permitted Transferee. Notwithstanding anything set forth above, in the event that a banking institution realizes its pledge over shares of the Company held by a Shareholder and wishes to sell any or all of such shares, the other Shareholder whose shares of the Company are not being sold by such banking institution shall be granted a Right of First Offer with respect to such shares (in accordance with the provisions of Section 2.8 above) but shall not have the Tag-Along Right set forth in Section 2.9 above.