Rights to Participate in Transfer. (a) If CSH Shareholders (the "Selling Person") propose to, directly or indirectly, transfer (other than transfers of Shares (i) in a Public Offering, (ii) to any Permitted Transferee of any of the CSH Shareholders or (iii) up to 3% in the aggregate of the securities of such class outstanding on the date of the first transfer of any Shares by any of the CSH Shareholders (such percentage, the "Free Percentage")) shares of Common Stock (a "Tag-Along Sale"), the Xxxxxxxxxxx Shareholders and/or the Xxxxx Shareholders and/or the Xxxxxxxx Shareholders may, at their option, elect to exercise their rights under this Section 4.01 (each such Shareholder, a "Tagging Person"). In the event of such a proposed transfer, the Selling Person shall provide each Xxxxxxxxxxx Shareholder, each Xxxxx Shareholder and each Xxxxxxxx Shareholder written notice of the material terms and conditions of such proposed transfer ("Tag-Along Notice") and offer each Tagging Person the opportunity to participate in such sale. The Tag-Along Notice shall identify the number of shares of Common Stock subject to the offer ("Tag-Along Offer"), the consideration for which the transfer is proposed to be made and all other material terms and conditions of the Tag-Along Offer. Each Tagging Person shall have the right (a "Tag-Along Right"), exercisable by irrevocable written notice (a "Section 4.01 Response Notice") given within 10 Business Days from receipt of the Tag-Along Notice (the "Tag-Along Notice Period") to participate in such Tag-Along Sale on the same terms and conditions as set forth in the Tag-Along Notice and to sell all or any portion of its Tag-Along Portion. If the Tagging Persons exercise their Tag-Along Rights hereunder, each Tagging Person shall deliver at least two business days prior to the date scheduled for the closing of the Tag-Along Sale to the Selling Person for delivery to the prospective transferee one or more certificates, in a proper form for transfer, representing the Shares of such Tagging Person to be included in the Tag-Along Sale. Such certificate or certificates that a Tagging Person delivers to the Selling Person shall be delivered on the date scheduled for the closing of the Tag-Along Sale to such transferee in consummation of the Tag-Along Sale. Notwithstanding anything to the contrary contained in this Section 4.01, except for the Selling Person's obligation to return to each Tagging Person any certificates representing the Tagging Person's Shares there shall b...
Rights to Participate in Transfer. (a) If, after compliance with Section 12.2, any Members propose to Transfer Equity Units held by such Members to a third party in a bona fide sale representing at least fifty percent (50%) of the Equity Units held by all Members (a “Tag-Along Sale”), then each Member may elect at its option, to transfer its Tag-Along Portion in the manner provided in this Section 12.4. In the event of such a proposed Transfer, the prospective selling Members shall provide each other Member written notice of the terms and conditions of such proposed transfer (“Tag-Along Notice”) and offer each other Member the opportunity to participate in such sale. The Tag-Along Notice shall identify the number of Equity Units subject to the offer (the “Tag-Along Offer”), and the Tag-Along Portion of such other Member assuming that all other Members exercise their Tag-Along Rights, the consideration at which the Transfer is proposed to be made and all other material terms and conditions including copies of definitive agreements of the Tag-Along Offer, including the form of the proposed agreement, if any.
Rights to Participate in Transfer. (a) If the THL Entities propose to Transfer (a "Tag-Along Sale") shares of a class of Equity Securities, other than Transfers of shares of such class (i) in a Public Offering pursuant to the exercise of their rights under Article 5, (ii) to any THL Designated Transferee or (iii) up to the Threshold Percentage, the Non-THL Shareholders may, at their option, elect to exercise their rights under this Section 4.1 (each such Shareholder, a "Tag-Along Person); provided, however, that the exception set forth in clause (iii) shall not apply to the Primary Executives. The "Threshold Percentage" shall equal 5% in the aggregate of the THL Entities' Initial Ownership of such class of Equity Securities.
Rights to Participate in Transfer. (a) If the DLJ Entities (the "SELLING PERSON") propose to transfer (other than transfers of Common Shares (i) in a Public Offering or (ii) to any Permitted Transferee of any of the DLJ Entities) a number of Company Securities equal to or exceeding 20% of the Aggregate Ownership of the DLJ Entities in a single transaction or in a series of related transactions on the date of the proposed sale (a "TAG-ALONG SALE"), the Other Stockholders may, at their option, elect to exercise their rights under this Section 4.01 (each such Stockholder, a "TAGGING PERSON"). In the event of such a proposed transfer, the Selling Person shall provide each Other Stockholder written notice of the terms and conditions of such proposed transfer ("TAG-ALONG NOTICE") and offer each Tagging Person the opportunity to participate in such sale. The Tag-Along Notice shall identify the number and type of Company Securities subject to the offer ("TAG-ALONG OFFER"), the cash price at which the transfer is proposed to be made, and all other material terms and conditions of the Tag-Along Offer. Each Tagging Person shall have the right (a "TAG-ALONG
Rights to Participate in Transfer. (a) If Chancery Lane, GSC or DB Capital proposes to transfer (the proposing party, the "Transferring Partner") all or a portion of the Conversion Shares which it owns, or to which it is entitled, to a Third Party pursuant to a Bona Fide Offer (a "Tag-Along Sale"), the Transferring Partner shall provide: in the case of GSC, to Chancery Lane; in the case of Chancery Lane, to GSC and DB Capital; and in the case of DB Capital, to Chancery Lane, the opportunity to exercise the right under this Section 4.1 to "tag along" (the "Tag-Along Right") with the Transferring Partner in the proposed transfer as follows (the party provided such Tag-Along Right as specified above, a "Tag- Along Person"):
Rights to Participate in Transfer. (a) If the THL Entities propose to Transfer (a "Tag-Along Sale") shares of a class of Equity Securities, other than Transfers of shares of such class (i) in a Public Offering pursuant to the exercise of their rights
Rights to Participate in Transfer. If the Class A Members (the “Transferring Class A Members”) propose to sell in one transaction or a series of related transactions, Class A Interests representing more than 50% of the then-outstanding Class A Interests, other than any sale to an Affiliate of the Class A Members, and Section 11.3 of this Agreement does not apply (such proposed sale herein referred to as a “Tag-Along Transfer”), then the Class B Member (the “Tag-Along Member”) shall have the option to participate in such sale as set forth in this Section 11.2.
Rights to Participate in Transfer. (a) Subject to and after compliance with Section 4.04, if any Institutional Shareholder (the "Selling Person") proposes to transfer any shares (or securities) of a class of Company Equity Securities (other than transfers of shares (or securities)) of such class (i) in a Public Offering or pursuant to Rule 144 after an Initial Public Offering, (ii) to any Permitted Transferee of such Shareholder or (iii) up to 2.5% in the aggregate of such Institutional Shareholder's Initial Ownership of such class (such percentage, the "Free Percentage")), in a transaction otherwise permitted by Article 3 hereof, (a "Tag-Along Sale"), the other Shareholders may, at their option, elect to exercise their rights under this Section 4.01 (each such Shareholder, a "Tagging Person"). In the event of such a proposed transfer, the Selling Person shall provide each other Shareholder written notice of the terms and conditions of such proposed transfer ("Tag-Along Notice") and offer each Tagging Person the opportunity to participate in such sale. The Tag-Along Notice shall identify the number of shares (or securities) of such class of Company Equity Securities subject to the offer ("Tag-Along Offer"), the cash price at which the transfer is proposed to be made, and all other material terms and conditions of the Tag-Along Offer, including the form of the proposed agreement, if any. From the date of the Tag-Along Notice, each Tagging Person shall have
Rights to Participate in Transfer. (a) Subject to Sections 3.04, 3.05, 3.06 and 4.01(h), if any Institutional Securityholder proposes to Transfer any number of any class or series of Company Securities other than to its Permitted Transferees (any such sale shall be referred to herein as, the “Tag-Along Sale,” and any Securityholder proposing to Transfer Company Securities pursuant to a Tag-Along Sale shall be referred to herein as, the “Tag-Along Seller”), each Securityholder other than the Tag-Along Seller (each, an “Eligible Securityholder”) may elect, at its option, to exercise its rights under this Section 4.01. In the event of such a proposed Transfer, the Tag-Along Seller shall provide each Eligible Securityholder written notice of the terms and conditions of such proposed transfer (“Tag-Along Notice”) and offer each Eligible Securityholder the opportunity to participate in such sale. The Tag-Along Notice shall identify the number and type of Company Securities subject to the offer (“Tag-Along Offer”), the cash price at which the Transfer is proposed to be made, and all other material terms and conditions of the Tag-Along Offer, including the form of the proposed agreement, if any.
Rights to Participate in Transfer
