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:
(a) The principal terms of the proposed Sale, including the number of Securities to be purchased from the Selling Holder, the percentage such Securities represent of the total number of Securities Beneficially Owned (on a fully diluted basis) by the Selling Holder (the "SALE PERCENTAGE"), the purchase price (allocated among Securities as provided in Section 6.3, if applicable) and the name and address of the proposed purchaser (the "TAG ALONG PURCHASER"); and
(b) An offer by the Selling Holder to include, at the option of each Tag Along Offeree, in the Sale to the Tag Along Purchaser such number of Securities (not in any event to exceed the Sale Percentage of the total number of Securities Beneficially Owned (on a fully diluted basis) by such Tag Along Offeree) owned by each Tag Along Offeree as determined in accordance with Section 5.3, on the same terms and conditions, with respect to each share sold, as the Selling Holder shall sell such of its Securities.
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. 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"
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. 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. 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.
Tag Along Offer. In the event that the Selling Shareholders receive and wish to accept a Third Party Offer, and such Selling Shareholders do not deliver a Drag-Along Notice in accordance with Section 5.1, then such Selling Shareholders shall, within five Business Days from the receipt of a Third Party Offer, deliver written notice of the proposed sale to the Corporation and the Other Shareholders, which notice shall contain (i) all material information regarding the consideration and terms and conditions of the proposed sale, including the identity of the Third Party Purchaser(s) and the number of Shares it proposes to purchase from the Selling Shareholders, and (ii) an offer in writing to each of the Other Shareholders to purchase all the Shares held by the Other Shareholders (the “Tag-Along Offer”), on terms and conditions identical to those contained in the Third Party Offer, except that the obligations of the Third Party Purchaser under the Tag-Along Offer may be conditional upon completion of the purchase of the Shares held by the Selling Shareholders.
