Common use of Tag Along Offer Clause in Contracts

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. 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 includeOffer shall: (a1) The principal terms constitute an offer from the Third Party Offeror to purchase from the Remaining Shareholder all 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) Common Shares owned by each Tag Along Offeree as determined in accordance with Section 5.3it for the Determined Sales Price, on the same terms and conditionsconditions as are contained in the Third Party Offer, with respect to each share soldincluding 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 Selling Holder 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 sell 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 its Securitiessuch 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 section 5.2; and (iii) the amount of Non-Cash Consideration, if any, to be given in exchange for the Common Shares owned by the Remaining Shareholder; (the “Determined Sales Price”); (2) be open for acceptance by the Remaining Shareholder for a period of 30 days following delivery of the Tag Along Offer to it pursuant to section 7.1; and (3) be given not less than 30 Business Days prior to the date fixed for completion of the transaction provided for in the Tag Along Offer.