Tag Along and Drag Along Rights Sample Clauses

Tag Along and Drag Along Rights. (a) The Participant shall be deemed to be a Management Tag Along Holder (as such term is defined in the Articles) for purposes of the Articles, such that the Participant shall be entitled to receive a Tag Along Notice (as such term is defined in the Articles) and otherwise participate in the provisions of the Tag Along Sale as set out in the Articles with respect to (i) the vested portion of any Award and (ii) with respect to the unvested portion of any Award, the portion of such Award that would vest under Section 3(c) of the Award Agreement to which this Annex A is attached in connection with such Tag Along Sale (e.g., where such Tag Along Sale is also a Change in Control) (“Contingent Awards”), and, for purposes of the Articles, Eligible Convertible Securities shall include both vested Awards and Contingent Awards. In such event, the Shares underlying vested Awards and Contingent Awards shall be permitted to be sold pursuant to such Tag Along Sale by the Participant in its capacity as a Management Tag Along Holder. The proceeds from such Tag Along Sale with respect to Contingent Awards shall (A) be deposited into escrow, (B) vest in accordance with the terms of the Applicable Award Agreement (or otherwise) and (C) be distributed to the Participant when the underlying portion of the Award otherwise vests (or in the case of any Contingent Award that is considered to be non-qualified deferred compensation subject to Section 409A of the Code (“Section 409A Deferred Compensation”), when permitted by Section 409A without penalty to the Participant). (b) The Participant shall be deemed to be a Management Drag Along Holder (as such term is defined in the Articles) for purposes of the Articles, such that the Participant shall be entitled to receive a Drag Along Sale Notice (as such term is defined in the Articles) and otherwise be required to participate in the provisions of the Drag Along Sale as set out in the Articles with respect to (i) the vested portion of any Award and (ii) Contingent Awards, and, for purposes of the Articles, Eligible Convertible Securities shall include both vested Awards and Contingent Awards. In such event, the Shares underlying vested Awards and Contingent Awards shall be permitted to be sold pursuant to such Drag Along Sale by the Participant in its capacity as a Management Drag Along Holder. The proceeds from such Drag Along Sale with respect to Contingent Awards shall be (A) deposited into escrow (B) vest in accordance with the te...

Tag Along and Drag Along Rights. Shares owned by the Executive shall be subject to the applicable tag-along and drag-along provisions of the Stockholders Agreement, provided that the applicable thresholds shall be reduced from 50% to 25%.

Tag Along and Drag Along Rights. If, prior to the time that equity securities of Associated (of the same class as the Contributor Registrable Securities) are publicly traded, the Original Shareholders shall sell to a third party (other than an Affiliate of such Original Shareholder) any of their equity interests in Associated at a time when Contributor holds any equity interest in the Company (an "Equity Interest"): (i) The Original Shareholders shall require the purchaser of their equity interests to purchase, at Contributor's election, the same percentage of the aggregate Equity Interest then held by Contributor as the percentage of the aggregate equity interests of the Original Shareholders which is being purchased; such purchase from Contributor shall be made on the same terms and for the same consideration as the purchase from the Original Shareholders; and (ii) The Original Shareholders, at their election, may require the purchaser of their equity interests to purchase, and Contributor to sell, the same percentage of the aggregate Equity Interest then held by Contributor as the percentage of the aggregate equity interests of the Original Shareholders which is being purchased; any such purchase from Contributor shall be made on the same terms and for the same consideration as the purchase from the Original Shareholders.

Tag Along and Drag Along Rights. (a) With respect to Option Shares which you acquire on the exercise of your Option: If the Sponsor proposes to transfer all or a portion of the shares of Common Stock beneficially owned by it to a Third Party which would not be an Affiliate of the Sponsor immediately upon consummation of such transfer, and the Sponsor does not exercise its Drag-Along Rights in accordance with Section 7.4 (a “Tag-Along Sale”), the Sponsor shall cause you and your Permitted Transferees to have the option to exercise your rights under this Section 7.1, provided, however, that you and your Permitted Transferees, if any, shall have no rights under this Section 7.1 if the shares of Common Stock to be transferred in such transaction and any shares of Common Stock which have been transferred to any Third Party within a 90-day period preceding the date of such transfer have, in the aggregate, a Fair Market Value less than ten million dollars ($10,000,000) (a “Small Transfer”), and provided, further, that when the cumulative Fair Market Value of all such Small Transfers, the value to be calculated at the time of each such transfer, exceeds fifty million dollars ($50,000,000), the restrictions provided for in the first proviso of this Section 7.1(a) shall no longer be in effect. Moreover, you and your Permitted Transferees, if any, shall have no rights under this Section 7.1 with respect to any transfer by the Sponsor of any shares of Common Stock beneficially owned by it to any limited partner of the Sponsor. (b) In the event of a proposed Tag-Along Sale: (i) the Sponsor shall provide you written notice of the terms and conditions of such proposed Tag-Along Sale, as described in Section 7.1(c) (“Tag-Along Notice”), at least 10 Business Days prior to the consummation of such proposed Tag-Along Sale and offer you and your Permitted Transferees the opportunity to participate in such Tag-Along Sale on the terms and conditions set forth in this Section 7.1; and (ii) subject to Section 7.1(c), you and your Permitted Transferees shall be entitled to sell up to a Pro Rata Portion (as defined below) of your Option Shares (the “Tag Shares”) at the same price and on the same terms as the shares of Common Stock proposed to be sold by the Sponsor in such Tag-Along Sale in accordance with the terms set forth in this Section 7.1.

Tag Along and Drag Along Rights. In the event of a sale of the majority of the common stock of NBC Holdings Corp., all shares of Common Stock of NBC Holdings Corp. owned by Executive (including shares hereafter acquired) shall be subject to tag-along and drag-along rights, entitling and obligating Executive to sell his shares ratably with, and on the same terms and conditions as, other selling shareholders.

Tag Along and Drag Along Rights. The Limited Partners shall have the following rights in connection with a sale of Units of the Partnership:

Tag Along and Drag Along Rights. (a) In the event that the Board of Directors of Managing Member votes to approve any Transaction or to recommend that the stockholders of Managing Member consider any Transaction, Managing Member shall, at the written election of Non-Managing Member given within five (5) business days of the later of the date of the applicable Sale Notice or the date on which Non-Managing Member learns of the Transaction (in which case Managing Member shall promptly deliver a Sale Notice to Non-Managing Member), use its best efforts to cause the terms and conditions of the proposed Transaction to include an offer to purchase Non-Managing Member's Interest in accordance with the provisions set forth below. In the event that Managing Member is unable to cause the terms and conditions of the Transaction to include an offer to purchase Non-Managing Member's Interest in accordance with the provisions set forth below, Managing Member shall be deemed to have elected to purchase Non-Managing Member's Interest on the terms set forth below. (b) In the event that Managing Member has given a Sale Notice to Non- Managing Member, and Non-Managing Member does not elect to participate in the Transaction within the five (5) business day period set forth above, Managing Member may, at its option (i) proceed with the Transaction on its original terms or (ii) by written notice to Non- Managing Member given within five (5) business days after the five (5) business day period set forth in (a) above, require Non-Managing Member to sell its Interest to the Acquiror or Managing Member on the terms set forth below.

Tag Along and Drag Along Rights. Grantee shall be considered to be a “Tag Along Holder” and a “Stockholder” (as defined in the Stockholders Agreement) for purposes of Section 4 of the Stockholders Agreement only and shall be entitled to the benefits, and subject to the obligations, set forth therein (it being understood and agreed that unvested Restricted Stock held by Grantee shall be ineligible to be “Tag Eligible Shares” (as defined in the Stockholders Agreement)). The eligibility of Grantee to receive consideration for unvested Restricted Stock pursuant to Section 4.2 of the Stockholder Agreement shall be subject to the [vesting and other terms of the Restricted Stock set forth herein.

Tag Along and Drag Along Rights. (a) Tag-Along. Notwithstanding anything else in this Section 9 (other than Section 9.3(b) and Section 9.3(c)) to the contrary, in the event that LFNY or any other Lazard Entity proposes to sell in one or a series of related sales Units held by such Lazard Entity to any Person that is not a Lazard Entity, which Units represent, in the aggregate, not less than the Trigger Amount at the time of such proposed sale, each Management Unit Holder shall have the right to sell vested and non-forfeited Units in such sale in an amount equal to the number of vested and non-forfeited Units held by such Management Unit Holder multiplied by a fraction, the numerator of which is the number of Units that such Lazard Entity proposes to sell in such sale and the denominator of which is the aggregate number of Units held by all Lazard Entities immediately prior to such sale (including the Units that such Lazard Entity proposes to sell in such sale) (such fraction, the “Fraction”). Any sale by a Management Unit Holder pursuant to this Section 9.3(a) shall be on substantially the same terms and conditions as apply to such Lazard Entity (except as provided in Section 9.3(c) below). Lazard shall provide each Management Unit Holder with written notice of such a proposed sale at least 15 days prior to the consummation of such sale, and each Management Unit Holder who wishes to participate in such sale shall give Lazard written notice of his intent to participate within 10 days after receiving notice from Lazard of the proposed sale. Each electing Management Unit Holder shall execute such documents in respect of such sale as Lazard shall reasonably request. Notwithstanding the foregoing, the provisions of this Section 9.3(a) shall not apply to any such sale that would otherwise be deemed to be related to a Covered Control Event, a Liquidity Event or a Lazard Sale Event.

Tag Along and Drag Along Rights. If the Voting Members desire to sell some or all of their Units to a third party in a transaction which is not a Permitted Transfer, then (i) the Voting Members shall have the right to require all of the other Members to sell an equal proportion of their Units to such third party on the same terms and conditions (except as provided below) as those applicable to the sale by the Voting Members to the third party (such terms being referred to as “Approved Terms”), and (ii) the other Members shall have the right to require such third party to simultaneously purchase an equal proportion of their Units on the Approved Terms. The sales proceeds to be received by each of the selling Members (including, without limitation, the Voting Members) upon the sale of such Member’s Units pursuant to this Section 6.01(c) shall equal the amount of Cash Flow each such Member would have received if the aggregate consideration received by all of the Members selling their Units (including, without limitation, the Voting Members) pursuant to this Section 6.01(c) were distributed to such selling Members pursuant to Section 5.01 (without regard to Sections 5.02 and 8.02). For purposes of the foregoing, the amount of Cash Flow any Member would receive with respect to any Units that are not being sold by such Member upon the hypothetical distribution described in the preceding sentence shall not be taken into account in determining the sales proceeds each such selling Member shall be entitled to receive under this Section 6.01(c).