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.
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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.
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Tag Along Agreement. The Executive agrees that, as a condition of the Company entering into this Agreement and agreeing to make the payments hereunder, she 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. 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
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
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
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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:
Sample 1

Related to Tag Along Agreement

  • Founder’s Purchase Agreement The Founder’s Purchase Agreement has been duly authorized, executed and delivered by the Company and the Sponsor, and is a valid and binding agreement of the Company and the Sponsor, enforceable against the Company and the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

  • 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 Investors, 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;

  • Transfer Agreement PROVISION FOR TRANSFER AGREEMENT The undersigned (“Transferee”) hereby acknowledges that it has read and understands the Plan Support Agreement, dated as of [•], 2021 (the “Agreement”),1 by and among the Commitment Parties, including the transferor to the Transferee of any Senior Note Claims (each such transferor, a “Transferor”), and agrees to be bound by the terms and conditions thereof to the extent the Transferor was thereby bound, and shall be deemed a “Commitment Party” under the terms of the Agreement, based on the Debtor Claim that is Transferred. This Transfer Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to the principles of conflict of laws that would require the application of the law of any other jurisdiction. The Transferee specifically agrees to be bound by the terms and conditions of the Agreement and makes all representations and warranties contained therein as of the date of the Transfer, including the agreement to be bound by the vote of the Transferor if such vote was cast before the effectiveness of the Transfer discussed herein. The Transferee intends to be and is bound under the Agreement with respect to any and all claims against, or interests in, any of the Debtors, whether currently held or hereafter acquired by such Transferee. Date Executed: ________________ TRANSFEREE Name of Institution: By: Name: Its: Telephone: Facsimile: Aggregate Amounts Beneficially Owned or Managed on Account of Senior Note Claims: 2026 Senior Notes $ Credit Agreement Claims: $ 1 Capitalized terms not used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement. DIP Claims: $ Xxxxxxx Common Stock Number of Shares: Any other Debtor Claims: Type: $ Type: $ NOTICE ADDRESS: [ ] [ ] [ ] Attention: [ ] E-mail: [ ] with a copy to: [ ] [ ] [ ] Attention: [ ] E-mail: [ ] EXHIBIT C JOINDER AGREEMENT Joinder Agreement [_________], 2021 The undersigned (“Transferee”) hereby acknowledges that it has read and understands the Plan Support Agreement, dated as of [•], 2021, a copy of which is attached hereto as Annex I (as it may be amended, supplemented, or otherwise modified from time to time, the “Agreement”),1 by and among the Commitment Parties.

  • 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, (i) the Company agrees to issue and sell ______________ Firm Shares, (ii) each Selling Stockholder agrees, severally and not jointly, to sell the number of Firm Shares set forth opposite such Selling Stockholder's name in Schedule II hereto and (iii) each Underwriter agrees, severally and not jointly, to purchase from each Seller at a price per Share of $______ (the "PURCHASE PRICE") the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. 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. Each Seller 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 shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers all or a portion of the economic consequences associated with the ownership of any Common Stock (regardless of whether any of the

  • Share Purchase Agreement 33- --------------------------------------------------------------------------------

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