Tag Along Offer. The Tag Along Offer shall:
Tag Along Offer. Subject to Section 5.1, if a Shareholder or any direct or indirect transferee of a Shareholder (other than EIF or any of its Permitted Transferees) (the "SELLING HOLDER") desires to Dispose of Securities to any Person (other than an Evercore Permitted Affiliate or a Shareholder Transferee) in a single transaction or in a series of related transactions, then prior to the consummation of such Disposition (a "SALE"), the Selling Holder shall provide written notice (the "TAG ALONG NOTICE") of the proposed Sale to the Company and the other Shareholders (collectively the "TAG ALONG OFFEREES") at least 45 days prior to the proposed date of the Sale. The Tag Along Notice shall include:
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:
Tag Along Offer. The Tag-Along Offer shall consist of a written offer to the Tag-Along Offerees to include 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 the purchase price for the Proposed Shares, and (d) the desired closing date of the transaction.
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. 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. 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. 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
Tag Along Offer. See Section 2.6E.
Tag Along Offer. If the Offered Securities (which in the case of Kraft or an Affiliate of Kraft, includes a Permitted Transfer under Section 2.2(ii)) constitute 5% or more of the Securities on a fully diluted basis, the Offer Notice shall include an offer (the "Tag-Along Offer") to the Offerees to participate in the proposed sale to the Purchaser as to a portion of the Offerees' Securities. Each Offeree shall have the right to sell a portion of his Securities pursuant to the terms of the Purchase Offer, such portion to be determined by multiplying the number of Offered Securities by a fraction, the numerator of which is the number of Securities then owned by the Offeree, and the denominator of which is the number of Securities owned by all Stockholders. To the extent an Offeree exercises his right to participate in the proposed sale to the Purchaser, the Securities that may be sold by the Seller shall be reduced proportionately.
