Tag Along Agreement Sample Clauses

Tag Along Agreement. The Tag-Along Agreement substantially in the form attached hereto as Exhibit C shall have been executed and delivered by the parties thereto.
Sample 1Sample 2Sample 3See All (35)
AutoNDA by SimpleDocs
Tag Along Agreement. As of the date of this Agreement, neither the Company nor any of its affiliates has received any addendum to the Tag Along Agreement, dated as of April 27, 2007 (the “Tag Along Agreement”), among TDC and the companies listed on Schedule 1 thereto from any person and, to the knowledge of the Company, no other person is a party to the Tag Along Agreement or has executed an addendum to, or agreed to be bound by the terms of, the Tag Along Agreement, other than the companies listed on Schedule 1 to the Tag Along Agreement.
Sample 1Sample 2
Tag Along Agreement. The Executive agrees that, as a condition of the Company entering into this Agreement and agreeing to make the payments hereunder, he will, if requested to do so by the Company, execute a Tag-Along Agreement substantially in the form attached hereto as Exhibit A.
Sample 1
Tag Along Agreement. The parties agree that as soon as practicable, but no later than September 30, 1996, the Company and the Employee will enter into a separate agreement (the "Tag Along Agreement") granting Employee the right to sell vested stock owned by the Employee as part of any sale of stock by the Company to a third party ("Sale"). The Tag Along Agreement will provide that the Employee will be entitled to sell that portion of the vested stock it owns in the same proportion that the amount of stock the Company sells to a third party bears to the total number of shares outstanding (I.E., if Employee owns ten (10) vested shares and the Company is selling 100 shares and there are 500 shares outstanding, employee shall be entitled to sell two vested shares as part of the 100 shares included in the Sale).
Sample 1
Tag Along Agreement. In the event Investor subscribes to and purchases the Units described in paragraph 1 hereof, Investor hereby agrees to be subject to the following provisions: (i) If Investor, or any successors and assigns to Investor’s Units, or Investor and any group of other Members who own collectively a majority of all Units (for purposes of this Section 9.12, a “SELLING MEMBER”) proposes to effect any Transfer (including a Transfer (as defined in the Company’s operating agreement) of more than 50% control of Investor, or its successors and assigns) resulting in one or more Persons owning directly or indirectly Units representing morn than fifty percent (50%) of the Units, whether in one transaction or in a series of related transactions, then such Selling Member(s) shall give written notice (a “TAG-ALONG NOTICE”) to each Other Member (defined as a member of the Company who is not a Selling Member) setting forth in reasonable detail the terms and conditions of such proposed Transfer, including the proposed amount and form of consideration, terms and conditions of payment and a summary of any other material terms pertaining to the Transfer. In the event that the terms and/or conditions set forth in the Tag-Along Notice are thereafter amended in any respect, the Selling Member(s) shall give written notice (an “AMENDED TAG-ALONG NOTICE”) of the amended terms and conditions of the proposed Transfer to each Other Member. The Selling Member(s) shall provide additional information with respect to the proposed Transfer as reasonably requested by the Other Member. (ii) The Other Members shall have the right, exercisable upon written notice to the Selling Member(s) within twenty (20) days after receipt of any Tag-Along Notice, or, if later, within seven (7) days of such receipt of the most recent Amended Tag-Along Notice, to participate in the proposed Transfer by the Selling Member(s) to the proposed purchaser (the “TAG-ALONG TRANSFEREE”) on the terms and conditions set forth in such Tag-Along Notice or the most recent Amended Tag-Along Notice, as the case may be (such participation rights being hereinafter referred to as “TAG-ALONG RIGHTS”). Any Other Member that has not notified the Selling Member(s) of its intent to exercise Tag-Along Rights within twenty (20) days of receipt of a Tag-Along Notice (or, if applicable, within seven (7) days of receipt of an Amended Tag-Along Notice) shall be deemed to have elected not to exercise such Tag-Along Rights with respect to the Tran...
Sample 1
Tag Along Agreement. The Company shall cause its Chairman and President to entered into a Tag Along Agreement substantially in the form of Exhibit E attached hereto.
Sample 1
Tag Along Agreement. As part of the consideration for this Agreement, the Parties agree that they shall be bound by the terms of the Tag Along Agreement dated as of this Agreement, attached hereto as Exhibit B, in the same manner as if the terms of the Tag Along Agreement were incorporated directly into this Agreement. Execution of the Tag Along Agreement is a condition precedent to the enforceability of this Agreement.
Sample 1
AutoNDA by SimpleDocs
Tag Along Agreement. Each of the Company Rxxxxx and Sxxxxxx agree that upon execution of this Agreement, that the Subject Shares shall be subject to the following Tag Along Agreement. In the event that either Rxxxxx or Sxxxxxx, elects to sell, or otherwise transfer for value, all or a portion of his Common Shares, in response to a bonafide offer (the “Tag-Along Offer”) from a third party (a “ Tag-Along Transaction”), then foe other party shall have the right (the “Tag-Along Right”) to require, as a condition to the proposed Tag- Along Transaction, that such proposed bonafide third party acquirer of the Common Shares from him also purchase and/or acquire such number of Common Shares from the other which bears the same proportion to all of the Common Shares the other then owns, as the number of Common Shares that is the subject of the Tag-Along Offer bears to all of the Common Shares then outstanding, for an amount of consideration per Common Share in respect of the other’s Common Shares equal to the amount of consideration per Common Share being received by the party first made the offer. The other party shall further be entitled to the same form of consideration, payment terms and security in connection with any Tag-Along Transaction as is being received by the party first made the offer. For example, if Sxxxxxx is made a bona fide offer to sell 20 million of his shares, Rxxxxx shall have the right to also sell the buyer 20 million of Rxxxxx’x shares (at the same price or the same kind and value of consideration as Sxxxxxx would receive). Alternatively, if the buyer is only buying 20 million shares total, then for the transaction to proceed, each Rxxxxx and Sxxxxxx must be allowed to sell 10 million shares to the buyer, and again, at the same price, consideration and value as the other is to receive.
Sample 1

Related to Tag Along Agreement

  • Governing Agreement The Assigned Transaction and the Confirmation shall form a part of, and be subject to, the ISDA Master Agreement dated as of September 29, 2006, as amended or supplemented from time to time (the "New Master Agreement"), between Assignee and Remaining Party. The Confirmation shall form a part of, and be subject to, the New Master Agreement.

  • Controlling Agreement To the extent the terms of this Agreement (as amended, supplemented, restated or otherwise modified from time to time) directly conflicts with a provision in the Merger Agreement, the terms of this Agreement shall control.

  • Securityholders Agreement The term "Securityholders Agreement" shall mean the Securityholders Agreement dated as of the Closing Date, among Dairy Holdings, Vestar, the Management Investors, and the other securityholders a party thereto, as it may be amended or supplemented thereafter from time to time.

  • Stockholders Agreement Investor and the other parties to the Stockholders Agreement shall have executed and delivered the Stockholders Agreement to the Company.

  • Shareholders Agreements Any agreement by and between the Shareholder and any Affiliate of the Company;

  • Student Agreement It is important that I work to the best of my ability. Therefore, I shall strive to do the following:

  • Transfer Agreement Exhibit B, Transfer Agreement, between the Bureau, CONTRACTOR, and the Florida Department of Corrections (the FDC) which establishes guidelines for transfer of inmates between the Graceville Correctional Facility and facilities operated by the FDC.

  • Lock-Up Agreement The Underwriters shall have received all of the Lock-Up Agreements referenced in Section 4 and the Lock-Up Agreements shall remain in full force and effect.

  • Agreements to Sell and Purchase and Lock-Up Agreements On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to issue and sell, and each Underwriter agrees, severally and not jointly, to purchase from the Company at a price per Share of $______ (the "PURCHASE PRICE") the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to issue and sell the Additional Shares and the Underwriters shall have the right to purchase, severally and not jointly, up to _______ Additional Shares from the Company at the Purchase Price. Additional Shares may be purchased solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The Underwriters may exercise their right to purchase Additional Shares in whole or in part from time to time by giving written notice thereof to the Company within 30 days after the date of this Agreement. You shall give any such notice on behalf of the Underwriters and such notice shall specify the aggregate number of Additional Shares to be purchased pursuant to such exercise and the date for payment and delivery thereof, which date shall be a business day (i) no earlier than two business days after such notice has been given (and, in any event, no earlier than the Closing Date (as hereinafter defined)) and (ii) no later than ten business days after such notice has been given. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) which bears the same proportion to the total number of Additional Shares to be purchased from the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares. The Company hereby agrees not to (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any

  • Stockholder Agreement The Stockholder agrees that, during the period from the date of this Agreement until the Expiration Date:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!