Right to Join in Sale. (a) Notwithstanding anything herein to the contrary, if any of the Capital Stockholders or any of the Prospect Stockholders ("Selling Holders") proposes, in a single transaction or a series of related transactions, to sell, dispose of or otherwise transfer a majority of such stockholders Shares, the Selling Holders shall refrain from effecting such transaction unless, prior to the consummation thereof, each of the other stockholders who are parties to this Agreement shall have been afforded the opportunity to join in such transfer as provided in Section 2(b). Specifically excluded from this provision are sales made pursuant to Rule 144 or other sales in the open market.
(b) Prior to the consummation of any transaction subject to this Section 2, the person or group (the "Proposed Purchaser") that proposes to acquire securities in a transaction subject to Section 2(a) (the "Tag-Along Sale") shall offer (the "Tag-Along Purchase Offer") in writing to each of the other stockholders who are parties to this Agreement the right to include a proportionate amount of their Shares in the proposed sale to the Proposed Purchaser equal to the proportionate amount of the Selling Holder's Shares being sold, at the same price and on the same terms and conditions as the Proposed Purchaser has offered to the Selling Holders. Each stockholder shall have five (5) days from the receipt of the Tag-Along Purchase Offer in which to accept the Tag-Along Purchase Offer. In the event that a transfer is subject to Section 2(a), no transfer shall be consummated without the Proposed Purchaser first complying with this Section 2(b). It shall be the responsibility of each stockholder who is a party to this Agreement to determine whether any transaction to which it is party is subject to Section 2(a). Specifically excluded from this provisions are sales made pursuant to Rule 144 or other sales in the open market.
Right to Join in Sale. (a) Anything in this Agreement to the contrary notwithstanding, if any Stockholder or group of Stockholders proposes, in a single transaction or a series of transactions during any six-month period (other than transfers to a Permitted Transferee pursuant to Section 4.2 and transactions subject to Section 5.9 and transactions pursuant to Section 8 of the Management Subscription Agreement) to sell, dispose of or otherwise transfer 5% or more of the outstanding Common Stock and Warrant Stock or, if less than such amount, in the case of any Stockholder which owns Common Stock or Warrant Stock on the date hereof, 50% or more of its initial holdings of such interests in Common Stock or Warrant Stock, as the case may be (each a "Disposing Stockholder"), such person or group shall refrain from effecting such transaction unless, prior to the consummation thereof, each other Stockholder, including a Warrant Stock holder, shall have been afforded the opportunity to join in such sale of Common Stock or Warrant Stock on a pro rata basis, as hereinafter provided.
(b) Prior to consummation of any proposed sale, disposition or transfer of shares of Common Stock or Warrant Stock described in Section 5.7(a), the Disposing Stockholder shall cause the person or group that proposes to acquire such shares (the "Proposed Purchaser") to offer (the "Purchase Offer") in writing to each other Stockholder to purchase shares of Common Stock or Warrant Stock owned by such Stockholder (regardless of whether the shares of Common Stock or Warrant Stock proposed to be sold by the Disposing Stockholders are the same class as the shares of Common Stock or Warrant Stock owned by such Stockholders), such that the number of shares of such Common Stock or Warrant Stock so offered to be purchased from such Stockholder shall be equal to the product obtained by multiplying the total number of shares of such Common Stock or Warrant Stock then owned by such Stockholder by a fraction, the numerator of which is the aggregate number of shares of Common Stock and Warrant Stock proposed to be purchased by the Proposed Purchaser from all Stockholders (including the Disposing Stockholder or Stockholders) and the denominator of which is the aggregate number of shares of Common Stock and Warrant Stock or shares of Common Stock underlying the Warrants then outstanding. Such purchase shall be made at the highest price per share and on such other terms and conditions as the Proposed Purchaser has offered to purc...
Right to Join in Sale. (a) Anything in this Agreement to --------------------- the contrary notwithstanding, if any Stockholder or group of Stockholders proposes, other than (i) transfers to a Permitted Transferee pursuant to Section 4.2 and (ii) transactions by ING or ING's Affiliates or Permitted Transferees to a Financial Investor, to sell, dispose of or otherwise transfer any Stock or Warrants (each a "Disposing Stockholder"), such person or group shall refrain from effecting such transaction unless, prior to the consummation thereof, each other Stockholder shall have been afforded the opportunity to join in such sale of Common Stock on a pro rata basis, as hereinafter provided.
Right to Join in Sale. Anything in this Agreement to the contrary notwithstanding, if any Stockholder or group of Stockholders proposes, in a single transaction or a series of transactions during any six-month period (other than transfers permitted by Sections 4.1 or 4.2, transactions subject to Section 5.8 and sales of securities contemplated by Article VI) to sell, dispose of or otherwise transfer 5% or more of the outstanding Common Stock or, if less than such amount, in the case of any Stockholder which owns Common Stock on the date hereof, 50% or more of its initial holdings of such interests in Common Stock, as the case may be (each a "Disposing Stockholder"), such person or group shall refrain from effecting such transaction unless, prior to the consummation thereof, each other Stockholder shall have been afforded the opportunity to join in such sale of Common Stock on a pro rata basis, as hereinafter provided. Prior to consummation of any proposed sale, disposition or transfer of shares of Common Stock described in Section 5.7(a), the Disposing Stockholder shall cause the person or group that proposes to acquire such shares (the "Proposed Purchaser") to offer (the "Purchase
Right to Join in Sale. If one or both of the Selling Shareholders enters into a transaction for the sale of all or any portion of their Xxxxxx common stock in any transaction or series of transactions, then Xxxxx shall have the right (the "Joinder Right") to join in such transaction on the same terms and conditions as those given such Selling Shareholder. The Joinder Right shall apply in a given transaction with respect to (and Xxxxx shall have the right to sell in such transaction) a proportion of Xxxxx' shares that corresponds to the proportion of the Selling Shareholder's shares (or in the case that both Selling Shareholders are selling shares into the transaction, a proportion of Xxxxx' shares that corresponds to the proportion of the Selling Shareholders' combined shares) that are the subject of the transaction (taking Xxxxx' shares to be sold in the transaction into consideration in determining the proportion of the Selling Shareholder's shares to be sold). For example, if Xxxxxxxx enters into a transaction in which Xxxxxxxx is to sell a portion of his shares, then Xxxxx shall have the right to join in the transaction as to a proportion of Xxxxx' shares equal to the proportion of Xxxxxxxx'x shares sold in the transaction. For further example, if Xxxxx and Xxxxxxxx enter into a transaction to sell shares, then Xxxxx also shall have the right to join in the transaction as to a proportion of Xxxxx' equal to the proportion of Xxxxxxxx'x and Joyce's combined shares sold in the transaction.
Right to Join in Sale. (a) If, after the first anniversary hereof, SOFI IV or Starwood Mezzanine proposes, in a single transaction or series of related transactions within a 30 day period that is a private placement to Transfer (other than Transfers to Affiliates if
Right to Join in Sale. “Tag-Along”). Proposed transfers of Ordinary Share Equivalents shall be subject to the tag-along rights set forth in Article 32 of the Articles, the provisions of which are hereby incorporated herein by reference.
Right to Join in Sale. (a) Anything in this Agreement to the contrary notwithstanding, if any Stockholder or group of Stockholders (other than any DLJ Investor) proposes, in a single transaction or a series of transactions during any six-month period (other than transfers to a Permitted Transferee pursuant to Section 4.02 and transactions subject to Section 5.07) to sell, dispose of or otherwise transfer 5% or more of the outstanding Common Stock or, if less than such amount, in the case of any Stockholder which owns Common Stock on the date hereof, 50% or more of its initial holdings of such interests in Common Stock, as the case may be (each a "DISPOSING STOCKHOLDER"), such person or group shall refrain from effecting such transaction unless, prior to the consummation thereof, each other Stockholder (but, in the case of any DLJ Investor, only if such Disposing Stockholder is a Jordan Investor or Kennxxx Xxxxx) xxall have been afforded the opportunity to join in such sale of Common Stock on a pro rata basis, as hereinafter provided.
Right to Join in Sale. (a) Notwithstanding anything to the --------------------- contrary contained herein, if any Eligible Securityholder proposes to sell, dispose of or otherwise transfer Equity Securities pursuant to Section 4.2 (other than a transfer to a Permitted Assignee) (a "Disposing Securityholder"), ------------------------ such Disposing Securityholder shall refrain from effecting the consummation thereof, each Other Securityholder shall have been afforded the opportunity to join in such sale on a pro rata basis, as hereinafter provided. For purposes of this Section 4.3, Xxxxxxx shall be deemed to be an Eligible Securityholder for so long as he continues to hold any Equity Securities, provided, that in the event Xxxxxxx holds less than five percent (5%) of the Fully Diluted Common Stock and elects to join in such sale, the Disposing Securityholder shall have the right to purchase or otherwise sell in a transaction effected pursuant to this Section 4.3, all Equity Securities then held by Xxxxxxx. In addition, for purposes of this Section 4.3, Xxxxxxxx and each Xxxxxxxx Transferee (as those terms are defined in the DMC Stockholders Agreement as it may be amended from time to time) shall be deemed to be "Other Securityholders" and entitled to the --------------------- benefits of this Section 4.3.
(b) Prior to the transfer pursuant to Section 4.3(a) of any Equity Securities held by a Disposing Securityholder, the Other Securityholders may elect to participate in the contemplated transfer by delivering written notice to the Disposing Securityholder and the Issuer within thirty (30) calendar days after receipt of the offer from the Disposing Securityholder. If any Other Securityholder has elected to participate in such sale (each a "Participating ------------- Holder"), the Disposing Securityholder and each Participating Holder will be ------ entitled to sell in the contemplated sale Equity Securities equal to the product of (i) the Fully Diluted Common Stock represented by the Equity Securities held by such Disposing Securityholder or such Participating Holder, as the case may be, divided by the Fully Diluted Common Stock held by the Disposing Securityholder and all Participating Holders times (ii) the Fully Diluted Common Stock to be sold in the contemplated sale. The Disposing Securityholder agrees to use its best efforts to obtain the agreement of the prospective transferee to the participation of the Participating Holders in the contemplated transfer and agrees not t...
Right to Join in Sale. (a) Anything in this Agreement to the contrary notwithstanding, if any Stockholder or group of Stockholders, (other than the Institutional Investors) proposes to sell, dispose of or otherwise transfer, in a single transaction or a series of transactions during any eighteen-month period (other than transfers pursuant to Section 4.2, transactions pursuant to Section 8 of the Management Subscription Agreement or transfers to the Company) 5% or more of the outstanding Common Stock or, if less, in the case of any Stockholder that owns Common Stock on
