Tag Along Offer Sample Clauses

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. 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 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. 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.

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. 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. 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. 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.