Right to Participate in Sale. At least twenty (20) days prior to the consummation of any sale subject to this Section 2 (the "Notice Period"), the Selling Investors shall notify in writing the Company (which writing shall also be signed by the Proposed Purchaser), and the Company shall notify in writing the Co-Sellers, of the number of shares of Common Stock and the terms and conditions (collectively, the "Offering Terms") upon which the Proposed Purchaser has offered to purchase shares of Common Stock (the "Purchase Notice"). Each Co-Seller shall have the right to participate in the proposed sale at the same price per share (treating options, warrants and convertible securities on an as converted basis, and adjusting for any consideration payable upon exercise or conversion thereof) and on the same Offering Terms as those offered to the Selling Investors subject to the following terms and conditions:
(a) Each Selling Investor and Co-Seller electing to participate in the proposed sale (collectively, together with the Selling Investors, the "Participating Sellers") shall have the right to sell that number of shares of Common Stock equal to the product obtained by multiplying (i) the aggregate number of shares of Common Stock covered by the Purchase Notice by (ii) a fraction the numerator of which is the number of shares of Common Stock then owned by such Participating Sellers and the denominator of which is the number of shares of Common Stock then owned in the aggregate by all Participating Sellers. To the extent that any Participating Seller elects to sell less than the full number of shares of Common Stock which such Participating Seller is entitled to sell as determined pursuant to the previous sentence, each other Participating Seller's rights to participate in the sale shall be increased pro rata based on the number of shares of Common Stock then owned by such Participating Seller.
(b) If a Co-Seller elects to become a Participating Seller, it shall give notice of such election by a writing signed by the Co-Seller and stating the maximum number of shares the Co-Seller desires to sell. Such notice shall be delivered to the Proposed Purchaser within twenty (20) days of its receipt of the Purchase Notice.
(c) If the Proposed Purchaser is acquiring shares of Common Stock in a single transaction from more than one Selling Investor or in a series of related transactions from one or more Selling Investors, then the price per share shall be determined based on the highest of the prices an...
Right to Participate in Sale. If GEI enters into an agreement to transfer, sell or otherwise dispose of (such transfer, sale or other disposition being referred to as a "Tag-Along Sale") a majority of its shares of Common Stock of the Company held on the date hereof, then GEI shall afford the Holder the opportunity to participate proportionately in such Tag-Along Sale in accordance with this Section 8. The Holder shall have the right, but not the obligation (except as provided in Section 9), to participate in such Tag-Along Sale. The number of shares of Common Stock that the Holder will be entitled to include in such Tag-Along Sale (the "Management Investor's Allotment") shall be determined by multiplying (i) the number of shares of Common Stock held by the Holder on the Tag-Along Sale Date (as defined below), by (ii) a fraction, the numerator or which shall equal the number of shares of Common Stock proposed by GEI to be sold or otherwise disposed of pursuant to the Tag-Along Sale and the denominator of which shall equal the total number of shares of Common Stock that are beneficially owned by (a) GEI and (b) any holder of shares of Common Stock (including the Holder) that has the right to "tag-along" in the Tag-Along Sale on the Tag-Along Sale Date. The "Tag Along Notice Date" shall be the date that the Tag-Along Sale Notice (as defined below) is first delivered, mailed or sent by courier, Telex or telecopy to the Holder.
Right to Participate in Sale. (a) Purchaser and its members and affiliates and their limited partners, general partners, principals, stockholders and affiliates, and any of their Transferees, are sometimes referred to in this Agreement, collectively, as the "PURCHASER PARTIES" and, individually, as a "PURCHASER PARTY." The Management Stockholders and their respective spouses, any direct or adopted lineal descendants and ancestors and any trusts solely for the benefit of any or all of the foregoing, and any of their Transferees, are sometimes referred to in this Agreement, collectively, as the "MANAGEMENT PARTIES" and, individually, as a "MANAGEMENT PARTY." The Financing Stockholders, and any accounts managed by Trust Company of the West ("TCW"), and any of their Transferees, are sometimes referred to in this Agreement, collectively, as the "FINANCING PARTIES" and, individually, as a "FINANCING PARTY." If all previous transfers for value of Common Shares made by any Purchaser Party participating in a transfer, together with any transfers for value of Common Shares proposed to be made by any Purchaser Party participating in a transfer, in each case other than the exempt transfers described in Section 2.4 would result in the transfer, in the aggregate for all such transactions by such Purchaser Parties since the last Tag-Along Sale (as hereinafter defined), if any, of at least five percent (5%) of the outstanding Common Shares, (such sale or other disposition for value being referred to as a "TAG-ALONG SALE"), then such Purchaser Parties shall afford the Management Parties and the Financing Parties (each, individually, a "TAG-ALONG STOCKHOLDER" and, collectively, the "TAG-ALONG STOCKHOLDERS") the opportunity to participate proportionately in such Tag-Along Sale in accordance with this Section 2.4. The number of Common Shares that each Tag-Along Stockholder will be entitled to include in such Tag-Along Sale (the "TAG-ALONG ALLOTMENT") shall be determined by multiplying (i) the number of Common Shares held by such Tag-Along Stockholder as of the close of business on the day immediately prior to the Tag-Along Notice Date (as hereinafter defined) by (ii) a fraction, the numerator of which shall equal the number of Common Shares proposed by the Purchaser Parties to be sold or otherwise disposed of pursuant to the Tag-Along Sale and the denominator of which shall equal the total number of Common Shares that are beneficially owned by the Purchaser Parties as of the close of business on the day i...
Right to Participate in Sale. Certain Releases from Standstill.
(a) Notwithstanding the provisions of Section 3.01, during the Standstill Period, the Company shall provide each member of the Investor Group with the opportunity to participate in any bidding process sponsored by the Company or its representatives in connection with any transaction which could result in a Change in Control or constitute a Third Party Bid. In connection therewith, the Company shall (i) notify a designated representative of the Investor Group promptly of (but no later than five (5) business days after) (A) its receipt of any offer or proposal relating to a Change in Control transaction or a Third Party Bid and (B) the Company or its representatives soliciting, initiating or encouraging any offer or proposal relating to a Change in Control transaction or a Third Party Bid, (ii) promptly upon request provide the Investor Group detail as to the status of any such bidding process or any negotiations or discussions with any other Person in connection with a Change in Control or a Third Party Bid (except that the Company shall not be required to provide any member of the Investor Group any information as to the identity of, or the terms and conditions (including price) being discussed with or offered by, any other Person), (iii) provide the members of the Investor Group the opportunity to participate in any bidding process relating to such transaction on terms no less favorable than those applicable to any other potential bidder and (iv) provide members of the Investor Group access and information relating to such transaction on a basis no less favorable than the access and information provided to any other potential bidder.
(b) Each member of the Investor Group shall be fully released from the provisions of Section 3.01 in the event that any Person (other than any Investor-Related Party) publicly proposes a Third Party Bid and either (i) such Third Party Bid constitutes a Bona Fide Offer or (ii) the Company takes substantive action in respect of, or in response to, such Third Party Bid and that action does not require the approval of the Company's stockholders (e.g., the sale of significant assets).
Right to Participate in Sale. In the event that the Majority Stockholder shall determine to sell Shares Beneficially Owned by it to a third party or third parties excluding any member of the JGD Group, each Management Stockholder shall have the right to sell in such transaction, on the same terms and conditions as apply to the sale of the Majority Stockholder's Shares (a "Tag-Along Sale"), a number of such Management Stockholder's Shares not to exceed such Management Stockholder's Tag-Along Allotment.
Right to Participate in Sale. If a Selling Shareholder, at any ---------------------------- time or from time to time, enters into an agreement (whether oral or written) to make a Transfer of any shares of Stock (a "TAG-ALONG SALE"), then each Tag-Along Seller shall have the right, but not the obligation, to participate in such Tag- Along Sale by selling up to the number of its shares of Stock (the "TAG-ALONG ALLOTMENT") equal to the product of (A) the total number of shares of Stock proposed to be sold by the Selling Shareholder in the Tag-Along Sale times (B) a fraction, the numerator of which is equal to the number of shares of Stock owned by such Tag-Along Seller immediately prior to the Tag-Along Sale and the denominator of which is equal to the sum of the aggregate number of shares of Stock owned by the Shareholders immediately prior to the Tag-Along Sale. Any such sales by the Tag-Along Sellers shall be on the same terms and conditions as the proposed Tag-Along Sale by the Selling Shareholder. For purposes of this calculation, shares of Preference or other securities convertible into Common Shares shall be treated as the equivalent of the number of Common Shares into which such Preference or other securities could be converted.
Right to Participate in Sale. Subject to Section 3, if SCP enters into an agreement to Transfer any of its Series C Preferred Shares to a third party who is not an Affiliate of SCP (such Transfer being referred to as a "Tag-Along Sale"), then the Stockholder shall have the right, but not the obligation (except as provided in Section 3), to participate in such Tag-Along Sale. The number of Series C Preferred Shares that the Stockholder will be entitled to include in such Tag-Along Sale (the "Stockholder's Allotment") shall be determined by multiplying (i) the number of Series C Preferred Shares held by the Stockholder by (ii) a fraction, the numerator of which shall equal the number of shares of Series C Preferred Shares proposed by SCP to be sold or otherwise disposed of pursuant to the Tag-Along Sale and the denominator of which shall equal the total number of shares of Series C Preferred Shares held by SCP.
Right to Participate in Sale. If at any time after the Warrant expires unexercised or is otherwise terminated in accordance with the terms thereof, the Company or any Stockholder or any group of Stockholders (other than the Investor) (the “Transferor”) proposes to enter into an agreement to sell or otherwise dispose of for value any Stockholder Shares in one or more related transactions which will result in the Transfer of capital stock representing at least five percent (5%) or more of the combined voting power of all outstanding shares of capital stock of the Company (such sale or other disposition for value being referred to as a “Transferor Tag-Along Sale”), then the Transferor shall afford the Investor the opportunity to participate proportionately in such Transferor Tag-Along Sale on the same terms and conditions provided to the Transferor, including the time of payment and the form of consideration, in accordance with this Section 7.5. The number of Stockholder Shares that the Investor will be entitled to include in such Transferor Tag-Along Sale (the “Tag-Along Allotment”) shall be determined by multiplying (i) the number of Stockholder Shares held of record by the Investor as of the close of business on the day immediately prior to the Tag-Along Notice Date (as hereinafter defined) by (ii) a fraction, the numerator of which shall equal the number of Stockholder Shares proposed by the Transferor to be sold or otherwise disposed of pursuant to the Transferor Tag-Along Sale and the denominator of which shall equal the total number of Stockholder Shares held of record by the Transferor as of the close of business on the day immediately prior to the Tag-Along Notice Date. The Tag-Along Allotment of the Investor shall be subject to reduction pursuant to the final sentence of the first paragraph of Section 7.5(c).
Right to Participate in Sale. (a) In the event that, during the period beginning immediately after the closing of the Merger and ending upon the Initial Public Offering, one or more Class D Stockholders propose to engage in a sale or series of related sales of equity interests in the Company which is not a "Tag-Along Transfer" within the meaning of Article IV of the Certificate of Incorporation, but such sale would result in a transfer of a majority of the voting power of the Company (a "Section 3 Sale") to a purchaser who is not an Investcorp Investor (a "Section 3 Purchaser"), then EHL and any Permitted Transferee holding EHL Shares shall be given the right to participate in such Section 3 Sale at the same price and on the same terms and conditions as the Class D Stockholders of the Company participating in such transaction, up to the Pro Rata EHL Share Amount (as defined below)
Right to Participate in Sale. Following compliance with all applicable requirements of this Agreement governing the Transfer of Membership Interests, including the requirements of the Purchase Agreement regarding offering the Membership Interest to CEI, if any Member ("Selling Member") enters into an agreement to transfer, sell or otherwise dispose of any portion of its Membership Interest (other than a Transfer of an Economic Interest to an Affiliate or another Member as permitted by Section 7.1) (such transfer, sale or other disposition being referred to as a "Tag-Along Sale"), then each other Member ("Tag-Along Member") shall have the right, but not the obligation, to participate in such Tag-Along Sale. The portion of its Membership Interest that each Tag-Along Member will be entitled to include in such Tag-Along Sale (the "Member's Allotment") shall be determined by multiplying (i) the Profit Percentage Interest represented by the Membership Interest proposed to be sold, transferred or otherwise disposed of pursuant to the Tag-Along Sale, by (ii) such Tag-Along Member's Profit Percentage Interest on the day immediately preceding the Tag-Along Notice Date (as defined below). Any sales of any portion of its Membership Interest by a Tag-Along Member as a result of the foregoing "Tag-Along Rights" shall be on the same terms and conditions as the proposed Tag-Along Sale by the Selling Member. The "Tag-Along Notice Date" shall be the date that the Tag-Along Sale Notice (as defined below) is delivered to Members.
