Tag Along Offer. The Tag Along Offer shall:
(1) constitute an offer from the Third Party Offeror to purchase from the Remaining Shareholder all of the Common Shares owned by it for the Determined Sales Price, on the same terms and conditions as are contained in the Third Party Offer, including that the completion of the purchase by the Third Party Offeror of the Remaining Shareholder’s Common Shares will be at the same time, date and place as the time, date and place of the completion of the sale of Common Shares pursuant to the Third Party Offer, provided that, if any portion of the consideration to be paid for the Remaining Shareholder’s Common Shares is in the form of a Carryback Note or Non-Cash Consideration, the Tag Along Offer shall provide that the Remaining Shareholder may select in its sole and absolute discretion to receive any of the following:
(a) the aggregate of:
(i) the amount of cash to be paid for the Common Shares owned by the Remaining Shareholder;
(ii) a cash amount equal to the fair market value of such Carryback Note, if any, to be given in exchange for Common Shares owned by the Remaining Shareholder, determined as set forth In section 5.2; and
(iii) a cash amount equal to the fair market value of such Non-Cash Consideration, if any, to be given in exchange for the Common Shares owned by the Remaining Shareholder, determined as set forth in section 5.2;
(b) the aggregate of:
(i) the amount of cash to be paid for the Common Shares owned by the Remaining Shareholder;
(ii) such Carryback Note, if any, to be given in exchange for the Common Shares owned by the Remaining Shareholder; and
(iii) the amount of Non-Cash Consideration, if any, to be given in exchange for the Common Shares owned by the Remaining Shareholder;
(c) the aggregate of:
(i) the amount of cash to be paid for the Common Shares owned by the Remaining Shareholder;
(ii) such Carryback Note, if any, to be given in exchange for the Common Shares owned by the Remaining Shareholder; and
(iii) a cash amount equal to the fair market value of such Non-Cash Consideration, if any, to be given in exchange for Common Shares owned by the Remaining Shareholder, determined as set forth in section 5.2; or
(d) the aggregate of;
(i) the amount of cash to be paid for the Common Shares owned by the Remaining Shareholder;
(ii) a cash amount equal to the fair market value of such Carryback Note, if any, to be given in exchange for Common Shares owned by the Remaining Shareholder, determined as set forth in se...
Tag Along Offer. The Tag-Along Offer shall consist of a written offer to the Tag-Along Offerees to sell the Shares proposed to be Transferred (the "Proposed Shares"). The Tag-Along Offer shall set forth (a) a statement of intention to effect such a Transfer, (b) the number and class of Proposed Shares, (c) the terms and conditions of the proposed Transfer, including the purchase price for the Proposed Shares, and (d) the desired closing date of the transaction.
Tag Along Offer. If at any time prior to the date of an initial public offering of KMOC Common Stock (an "Initial Public Offering"), BFTC and/or any of its affiliates desires to sell KMOC Common Stock (i) representing more than 5% of the shares of KMOC Common Stock outstanding to any one person in a single transaction or in a series of related transactions or (ii) representing more than 7.5% of the shares of KMOC Common Stock outstanding on a cumulative basis of all sales made by BFTC subsequent to the date hereof (but excluding sales which are subject to the preceding clause (i)), then prior to the consummation of such sale (a "Sale") BFTC shall provide written notice (the "Tag Along Notice") of the proposed Sale to each of the Other Investors (the "Tag Along Offerees") at least 45 days prior to the proposed date of the Sale. The Tag Along Notice shall include:
(a) The principal terms of the proposed Sale, including the number of shares of KMOC Common Stock to be purchased from BFTC, the percentage such shares represent of the total number of shares of KMOC Common Stock beneficially owned (on a fully diluted basis) by BFTC (the "Sale Percentage'), the purchase price and the name and address of the proposed purchaser (the "Tag Along Purchaser); and
(b) An offer by BFTC to include, at the option of each Tag Along Offeree, in the Sale to the Tag Along Purchaser such number of shares of KMOC Common Stock (not in any event to exceed the Sale Percentage of the total number of shares of KMOC Common Stock held by such Tag Along Offeree) owned by each Tag Along Offeree as determined in accordance with Section 1.2, on the same terms and conditions, wit respect to each share sold, as BFTC shall sell such of its shares. For purposes of determining the number of shares of KMOC Common Stock that each Other Investor is entitled to sell in the sale and under this Article I ownership of Warrants by such Other Investor shall be deemed to be ownership of the KMOC Common Stock underlying such Warrants.
Tag Along Offer. Prior to making any Transfer subject to this Section 3.2, Charlesbank shall submit a written notice to the Fund (the "Transferor's Notice")
(i) specifying the number of shares of Capital Stock proposed to be transferred (the "Subject Shares"), the identity of the proposed transferee (if known) and the amount of consideration proposed to be received and (ii) containing the Tag-Along Offer. Charlesbank shall offer (the "Tag-Along Offer") to include in the proposed transfer a number of shares of Capital Stock and Warrants designated by the Fund (the "Tag-Along Shares"), provided, that the number of Tag-Along Shares shall not exceed the product of (x) the number of Subject Shares and (y) a fraction, the numerator of which is the number of shares of Capital Stock (assuming full exercise of the Warrants) held by the Fund and the denominator of which is the number of shares of Capital Stock outstanding on a fully diluted basis. The Tag-Along Offer shall be conditioned upon Charlesbank consummating a transfer on substantially the terms described in the Transferor's Notice to the transferee named in the Transferor's Notice, and nothing in this Agreement shall be construed as an obligation on the part of Charlesbank to consummate any such transfer.
Tag Along Offer. The Tag-Along Offer shall consist of a written offer to the Minority Shareholders to include the Tag-Along Shares in the Shares proposed to be Transferred (the "PROPOSED SHARES"). The Tag- Along Offer shall set forth (a) a statement of intention to effect such a Transfer, (b) the number and class of Proposed Shares, (c) the terms and conditions of the proposed Transfer, including (i) the purchase price and terms of payment for the Proposed Shares and (ii) the identity and beneficial ownership of the party or parties having made a bona fide offer to purchase the Proposed Shares on such terms and conditions, and (d) the desired closing date of the transaction.
Tag Along Offer. See Section 2.6E.
Tag Along Offer. The Purchaser hereby undertakes (1) to prepare and file with the CVM, no later than thirty (30) days following the Closing Date, an application for the execution of the Tag Along Offer, (ii) to execute and conclude the Tag Along Offer in compliance with all rules applicable to the Tag Along Offer and as soon as reasonably practicable and (iii) to bear and support all costs and comply with all obligations imposed by the CVM or other Governmental Authority.
Tag Along Offer. Prior to making any transfer, the Transferor shall submit a written notice to the ITCO Stockholders (the "Transferor's Notice") (i) specifying the number of shares of Common Stock proposed to be transferred (the "Subject Shares"), the identity of the proposed transferee (if known) and the amount of consideration proposed to be received and (ii) containing the Tag-Along Offer. The Transferor shall offer (the "Tag-Along Offer") to include in the proposed transfer a number of ITCO Shares designated by the ITCO Stockholders (the "Tag-Along Shares"), provided, that the number of Tag-Along Shares shall not exceed the product of (x) the number of Subject Shares and (y) a fraction, the numerator of which is the number of ITCO Shares held by the ITCO Stockholders and the denominator of which is the number of shares of Common Stock outstanding on a fully diluted basis. The Tag-Along Offer shall be conditioned upon the Transferor consummating a transfer on substantially the terms described in the Transferor's Notice to the transferee named in the Transferor's Notice, and nothing in this Agreement shall be construed as an obligation on the part of the Transferor to consummate any such transfer.
Tag Along Offer. If the Offer is not accepted for all of the --------------- Offeror's Shares and therefore expires and if the Offeror decides to continue to accept the Bona Fide Offer, than the Offeror shall give to the Corporation and the Remaining Shareholders a notice (the "Tag Along Notice") within five days after the date set forth in Section 4.2.1 above.
4.3.1. The Tag Along Notice shall constitute an offer on the part of the Offeror to the Remaining Shareholders for the Remaining Shareholders to sell their Shares to the Bona Fide Offeror on the same terms and conditions contained in the Bona Fide Offer in ratable amounts based upon their percentage ownership of Shares (the "Tag Along Offer").
4.3.2. The Remaining Shareholders shall accept the Tag Along Offer, if at all, by delivering to the Offeror an acknowledgment (the "Tag Along Offer Acceptance Notice"), within 10 days after the delivery of the Tag Along Notice, of such Remaining Shareholder's agreement to sell such ratable portion of his or its Shares to the Bona Fide Offeror on the terms contained in the Bona Fide Offer.
4.3.3. If any of the Remaining Shareholders accept the Tag Along Offer, the Offeror shall deliver to each Remaining Shareholder a notice fixing a date, time and place when the purchase and sale of the Shares shall be consummated (the "Tag Along Closing"), which date shall not be less than 10 days nor more than 30 days after the 10 day period for delivery of a Tag Along Acceptance Notice has expired. At the Tag Along Closing, all of the Selling Shareholders (i.e. the Offeror and Remaining Shareholders accepting the Tag Along Offer) shall deliver all documents which counsel for the Bona Fide Offeror and the Corporation reasonably deem necessary or advisable in order to accomplish a complete transfer of the Shares to the Bona Fide Offeror free and clear of all Liens.
4.3.4. The Offeror may not sell his Shares to the Bona Fide Offeror unless the Bona Fide Offeror purchases a ratable number of Shares from the Remaining Shareholders accepting the Tag Along Offer. If the Tag Along Offer is not accepted by a Remaining Shareholder as provided in Section 4.3.2, then the Tag Along Offer shall be deemed withdrawn with respect to such Remaining Shareholder and any attempted acceptance of the Tag Along Offer by a Remaining Shareholder after such date shall be deemed ineffective.
Tag Along Offer. If at any time prior to the Initial Public Offering, BFTC or the Shareholders and/or any of their respective affiliates (collectively, the "Selling Holder") desires to sell any KMOC Common Stock (i) representing more than 5% (Five Percent) of the outstanding shares of KMOC Common Stock to any one person in a single transaction or in a series of related transactions or (ii) representing more than 7.5% (Seven and One Half Percent) of the shares of KMOC Common Stock outstanding on a cumulative basis of all sales of KMOC Common Stock made by such Selling Holder subsequent to the Effective Date (but excluding sales which are subject to the preceding clause (i) above), then prior to the consummation of such sale (a "Sale"), the Selling Holder shall provide written notice (the "Tag Along Notice") of the proposed Sale to BFTC or the Shareholders, as the case may be (the "Tag Along Offerees") at least 45 days prior to the proposed date of the Sale. The Tag Along Notice shall include: a The principal terms of the proposed Sale, including the number of shares of KMOC Common Stock to be purchased from the Selling Holder, the percentage such shares represent of the total number of shares of KMOC Common Stock Beneficially Owned (on a fully diluted basis) by the Selling Holder (the "Sale Percentage"), the purchase price and the name and address of the proposed purchaser (the "Tag Along Purchaser"); and