Tag Along and Drag Along Sample Clauses

Tag Along and Drag Along. Any holder of Shares may Transfer any or all of such Shares pursuant to Section 4.2, without regard to any other restrictions on transfer contained elsewhere in this Agreement (other than the provisions of Section 6.3.4, if applicable). A Participating Seller may Transfer Shares pursuant to and in accordance with the provisions of Section 4.1 without regard to any other restrictions on transfer contained elsewhere in this Agreement (other than the provisions of Section 6.3.4, if applicable). Shares so Transferred shall conclusively be deemed thereafter not to be Shares under this Agreement.

Tag Along and Drag Along. The provisions of Clause 12.16. shall apply in substitution for the provisions of Clause 10. and Clause 11. if, in one or a series of related transactions, one or more Shareholders acting in concert (the "Seller") propose to effect a Transfer of any of their shares which would, if carried out, result in any person (the “Buyer”), and any person acting in concert with the Buyer, acquiring a more than 50% of the votes of the issued shares in the Company. Before making such a Transfer, the Seller shall procure that the Buyer makes an offer (the “Buyout Offer”) to the other Shareholders to purchase all of the shares held by them. The Offer shall be given by written notice (the “Buyout Offer Notice”), at least 20 business days prior to the end of the Completion Period (the “Buyout Offer Period”). To the extent not described in any accompanying documents, the Buyout Offer Notice shall set out: The identity of the Buyer; The purchase price (the “Buyout Price”) and other terms and conditions of payment which shall be identical in all material respects to the offer made to the Seller, including an identical price per share and terms of payment; The proposed Completion Date. If the Buyer fails to extend the Buyout Offer to all of the Shareholders, the Company may not register any transfer of shares affected in accordance with the Transfer, and the Seller would not be entitled to complete the Transfer. If the Buyout Offer is accepted by any Shareholder (an “Accepting Shareholder”) within 10 business days after sending the Buyout Offer Notice, the completion of the Transfer shall be conditional on completion of the purchase of all shares held by Accepting Shareholders on the Completion Date. If the Seller together with all Accepting Shareholders represent at least 65% of the votes of the issued shares (the “Drag-Along Shareholders”) then the Drag-Along Shareholders may give notice ("Drag-Along Notice") on the 11th business day after sending of the Buyout Notice requiring all other Shareholders (the “Called Shareholders”) to sell and transfer all their shares (the "Called Shares") to the Buyer (or as the Buyer directs) in accordance with the provisions of Clause 12.16. (the “Drag-Along Option”). Prior to the Drag-Along Option having been exercised, the Drag-Along Shareholders shall first give written notice to the Called Shareholders of the Buyout Offer, and all Called Shareholders shall have the right to match such Offer, which shall be notified to the Drag-Along Share...

Tag Along and Drag Along. (a) Tag-Along. Prior to an Initial Public Offering, if any Holder proposes to Transfer more than two percent (2%) of the total number of outstanding Securities to a Third Party, in a single transaction or series of related transactions, then, at least fifteen (15) days prior to any such Transfer, such Holder shall provide to the other Holders a notice (a "Tag-Along Notice") delivered in accordance with Section 7(a) hereof explaining the terms of such Transfer and identifying the name and address of the Third Party. If such notice is sent, then, upon the written request of any such other Holder made within ten (10) days after the day the Tag-Along Notice is received by such other Holder, the Holder proposing to make the Transfer shall cause the Third Party to purchase from such other Holder a number of Securities equal to (i) a fraction (expressed as a percentage) equal to (A) the total number of Securities held by such other Holder divided by (ii) the total number of outstanding Securities of the Company, multiplied by (B) the total number of Securities proposed to be Transferred to such Third Party. Such purchase shall be made on the same date and at the same price and on terms and conditions at least as favorable to such other Holder as the terms and conditions contained in the Tag-Along Notice delivered in connection with such proposed transaction; provided that no Direct Purchaser shall be required to provide a Tag Along Notice or otherwise comply with this provision if (i) such Direct Purchaser is Transferring Securities in connection with a Transfer of Notes or other debt of the Company or TransContinental or any of their respective subsidiaries or Affiliates and (ii) the aggregate amount received by such Direct Purchaser for such Securities and Notes or other debt does not exceed 115% of the principal amount of such Notes or other debt. This Section 3 (a) shall not apply to the Voting Preferred Shares so long as such shares shall remain outstanding.

Tag Along and Drag Along. (a) Any holder of Shares may Transfer any or all of such Shares pursuant to Section 5.2, without regard to any other restrictions on transfer contained elsewhere in this Agreement (other than the provisions of Section 6, if applicable). Shares so Transferred shall conclusively be deemed thereafter not to be Shares under this Agreement. (b) A Participating Seller may Transfer Shares pursuant to and in accordance with the provisions of Section 5.1 without regard to any other restrictions on transfer contained elsewhere in this Agreement (other than the provisions of Section 6, if applicable) so long as each transferee agrees to be bound by the terms of this Agreement in accordance with Section 4.2 (if not already bound hereby).

Tag Along and Drag Along. (a) A Stockholder may Transfer any or all of such Shares pursuant to Section 4.2, without regard to any other restrictions on transfer contained elsewhere in this Agreement (other than the provisions of Section 5, if applicable). Shares so Transferred shall conclusively be deemed thereafter not to be Shares under this Agreement. (b) Each Stockholder may exchange, convert or Transfer any or all of its Shares pursuant to Section 4.3, without regard to any other restrictions on transfer contained elsewhere in this Agreement. Shares received upon such exchange, conversion or Transfer shall conclusively be deemed thereafter to be Shares under this Agreement. (c) A Participating Seller may Transfer Shares pursuant to and in accordance with the provisions of Section 4.1 without regard to any other restrictions on transfer contained elsewhere in this Agreement (other than the provisions of Sections 3.6 and 5, if applicable) so long as each transferee agrees to be bound by the terms of this Agreement in accordance with Section 3.2 (if not already bound hereby) and by the terms of the Subscription Agreements to which the transferor is a party. (d) (i) The Principal Investor Groups may Transfer shares of Common Stock and Preferred Stock valued, in the aggregate for all such Principal Investor Groups, at an initial cost of up to $3,000,000, and (ii) the SCG Investor Group may Transfer shares of Class A Common Stock valued, in the aggregate at an initial cost of up to $5,000,000; in each case to BMPI Services LLC, without regard to any other restrictions on transfer contained elsewhere in this Agreement (for the avoidance of doubt, including without regard to the provisions of Section 4). Shares so Transferred shall conclusively be deemed thereafter to be Other Investor Shares and not to be Principal Investor Shares under this Agreement.

Tag Along and Drag Along. Internationally, the P&G affiliate will have the same tag-along rights in each country on equivalent terms as it has with respect to the Joint Venture in the United States. The Clorox affiliate will also have equivalent drag-along rights in each country, including with respect to any sale of the Glad business in the relevant country that is not part of the sale of the entire Glad business. THE PORTIONS OF THIS AGREEMENT IDENTIFIED BY THE SYMBOL “[* * *]” HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST.

Tag Along and Drag Along. Internationally, the P&G affiliate will have the same tag-along rights in each country on equivalent terms as it has with respect to the Joint Venture in the United States. The Clorox affiliate will also have equivalent drag-along rights in each country, including with respect to any sale of the Glad business in the relevant country that is not part of the sale of the entire Glad business. 017915-0003-025242-PaloAlto.2038361.3 THE PORTION OF THIS EXHIBIT IDENTIFIED BY THE SYMBOL “[* * *]” HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. General Approach

Tag Along and Drag Along. (a) If the Ongoing Shareholders do not exercise their options to purchase all of the Transferor's Sale Shares and the Transferor still intends to proceed with the proposed transfer of the Sale Shares to the Offeror, the Transferor shall offer each Ongoing Shareholder the opportunity to require that completion of the Transfer by the Transferor shall be conditional upon the Offeror purchasing from such Ongoing Shareholders a pro rata portion of each such Ongoing Shareholders' Shares, based upon the number of Shares owned by the Transferor and the Ongoing Shareholders exercising rights pursuant to this sub-clause 9.1 (a "TAG-ALONG SALE"). The Ongoing Shareholders may exercise this right by delivering to the Transferor a Tag-Along Notice (as defined below) in accordance with sub-clause 9.1

Tag Along and Drag Along. A Participating Seller may Transfer Shares pursuant to and in accordance with the provisions of Sections 4.1 and 4.2 without regard to any other restrictions on transfer contained elsewhere in this Agreement.

Tag Along and Drag Along. Internationally, the P&G affiliate will have the same tag-along rights in each country on equivalent terms as it has with respect to the Joint Venture in the United States. The Clorox affiliate will also have equivalent drag-along rights in each country, including with respect to any sale of the Glad business in the relevant country that is not part of the sale of the entire Glad business. General Approach