Tag-Along Option. Subject to Section 13.1(c) hereof, in the event that XxXxxx De Leeuw intends to voluntarily Transfer to another Person (other than to a Permitted Transferee or pursuant to a public offering) (such Person being the "Purchaser") any of its Class A Units, then XxXxxx De Leeuw shall deliver to the Company and each other Member a written notice (the "Tag Notice") stating that it intends to make such a Transfer and setting forth the terms and conditions of such proposed Transfer. During the 30-day period (the "Tag-Along Period") from and after the delivery of such notice to the Company and such other Members, each Member shall have the right to elect to sell to the Purchaser, and the Purchaser shall have the obligation to purchase from such Member, (i) such Member's Proportionate Percentage of the Class A Units being proposed to be sold pursuant to the notice on the terms and conditions set forth in the Tag Notice; and (ii) any Class B Units such Member elects to sell to the Purchaser up to such Member's Proportionate Percentage of the Class B Units at the fair market value of such Class B Units as interpolated based upon the price of the Class A Units set forth in the Tag Notice. In addition, if the proposed Transfer will result in a Change of Control (as defined in Schedule B to this Agreement), each Member shall have the right to elect to sell to the Purchaser, and the Purchaser shall have the obligation to purchase from such Member, any Class C Units and Class D Units such Member elects to sell to the Purchaser up to such Member's Proportionate Percentage of the Class C Units or Class D Units, as the case may be, at the fair market value of such Class C or D Units, as the case may be, as interpolated based on the price of the Class A Units set forth in the Tag Notice, provided that the aggregate price for all such Class C and Class D Units which Members shall have a right to sell pursuant to this Section 14.1 shall not exceed that percentage of the value that the Purchaser would have paid for all Class A and B Units which would have been sold pursuant to this Section 14.1 but for the provisions of this sentence as (x) the fair market value of all Class C and D Units bears to (y) the fair market value of all Units of all classes, in each case as interpolated based on the value of the Class A Units as set forth in the Tag Notice. In the event that the value of the Class C and D Units that Members wish to sell exceeds the value that is permitted to be sold purs...
Tag-Along Option. Subject to Sections 2.04 and 6.03 of this Agreement, if a Shareholder (a "Disposing Shareholder") (i) decides to sell Shares and (ii) either (x) any one or more of the other Shareholders have not exercised their right of first refusal as provided in Article V and purchased the Offered Shares or (y) the Shares in question are not subject to Article V, the Disposing Shareholder will cause the intended purchaser of such Disposing Shareholder's Shares to afford to each party hereto that is a Shareholder for purposes of this Article VI (each, a "Non-Exercising Shareholder"), at its option, the opportunity to sell (and will require the prospective purchaser to purchase) the Shares held by such remaining Shareholders in the same proportion to the number of shares sought to be disposed of by the Disposing Shareholder and Non-Exercising Shareholders and on the same terms and conditions as those to be sold by the Disposing Shareholder, and for the same consideration per share. The Disposing Shareholder's obligation to afford the Non-Exercising Shareholders, or cause the Non-Exercising Shareholders to be afforded, the opportunity and rights set forth in this Article VI, shall be discharged if the Non-Exercising Shareholders are given written notice which allows such Shareholder thirty (30) days to elect to avail themselves of such rights by written notice to the Disposing Shareholder. If any Non-Exercising Shareholder elects to not participate or 16 20 otherwise does not affirmatively respond within such thirty (30) day period, the Disposing Shareholders and such Non-Exercising Shareholders who have made an affirmative election to sell their Shares may proceed with the sale, without regard to the application of this Article VI to the non-electing remaining Shareholder(s).
Tag-Along Option. (a) If a Seller is permitted to Dispose unallocated Sale Securities to another party pursuant to clause 22.4 and the unallocated Sale Securities total 50% or more of the total issued Shares, the Seller must give each other Shareholder a notice (Tag Along Notice) of their intention.
Tag-Along Option. (a) If a Selling Shareholder that holds at least 75% of the Shares issued by the Company is entitled to sell its Shares under this Agreement, as a result of the Continuing Shareholder not exercising its option under clause 22.2(a)(iii) in accordance with clause 22.4(a), to a Third Party Buyer then the Selling Shareholder must notify the Company and the Continuing Shareholder in writing (Tag Along Notice of Sale) of:
Tag-Along Option. (c) A Participant has the option to require Harvard to use its reasonable endeavours to cause the Third Party to purchase from the Participant all (but not part only) of the Participant’s Shares at the same price per Share and on the same terms as Harvard (the “Tag Along Option”).
Tag-Along Option. From and after the date hereof until the ---------------- earlier of (i) the occurrence of an IPO or (ii) March 1, 1999, if the Controlling Stockholder (as defined in paragraph (g)) enters into a binding agreement (the "Sale Agreement") to sell any Common Stock pursuant to a Control Offer (as defined in paragraph (g)) but excluding any Permitted Transfer (as defined in paragraph (g)), it shall promptly forward a copy thereof to the Company, which in turn shall promptly forward a copy to Optionee, and shall not Transfer any outstanding Common Stock pursuant to the Sale Agreement unless (i) in accordance with the terms hereof, the Sale Agreement extends the opportunity to participate in such transaction to Optionee with respect to all of Optionee's outstanding Common Stock, at the same price and on the same terms and conditions as those on which the Controlling Stockholder is making a Transfer of its Common Stock in such transaction, or (ii) if the Sale Agreement pertains to less than 100% of such outstanding Common Stock, Optionee is entitled to sell to the offeror pursuant to the Sale Agreement up to the same percentage of outstanding Common Stock of Optionee as is being sold by the Controlling Stockholder, at the same price and on the same terms and conditions as those on which the Controlling Stockholder is making a Transfer of its Common Stock in such transaction. Each exercise notice evidencing Optionee's election to participate in a Transfer pursuant to this paragraph (e) shall be delivered to the offeror, the Controlling Stockholder and the Company before the later to occur of the 15th day after mailing of such offer by the Company and the last day for acceptance of such offer as set forth in such notice.
Tag-Along Option. The Offering Member shall be entitled to Transfer the Transfer Units to a third party in accordance with the terms of this SECTION 7.3; provided, that at the option of each Remaining Member, the Offering Member agrees to condition its Transfer to the proposed transferee upon acquisition by the proposed transferee of a “proportionate share” of the Units of each such electing Remaining Member, at the same per unit price and under the same terms and conditions involved in the sale of the Transfer Units by the Offering Member. For purposes of this SECTION 7.3, a “proportionate share” shall be the percentage equal to the ratio of (i) the number of Units to be sold by the Offering Member to the proposed transferee, divided by (ii) the total number of Units owned by the Offering Member prior to such sale. Each Remaining Member may exercise this option only by providing the Offering Member with a written notice specifying the number of Units that such Remaining Member desires to Transfer to the proposed transferee within sixty (60) days from receipt of the Transfer Notice. If the proposed transferee is unwilling to purchase any Units from any Remaining Member exercising its option pursuant to this SECTION 7.3(a), then the Offering Member shall be required to reduce the number of Units being Transferred by the Offering Member to allow for the Transfer to the proposed transferee of the proportionate share of Units of each such Remaining Member desiring to exercise such option.
Tag-Along Option. At the option of each Member other than the Transferring Holder (collectively, the "Remaining Members"), the Transferring Holder agrees to condition its sale to the proposed transferee upon the transferee's acquisition of a "proportionate share" of the Units of Membership Interest of the Remaining Members who exercise this Tag-Along Option, at the same per-Unit price and under the same terms and conditions involved in the sale of the Affected Interests by the Transferring Holder. For purposes of this Section 17.10.1, a "proportionate share" shall mean the percentage equal to the number of Units of Membership Interest that are Affected Interests divided by the total number of Units of Membership Interest held by the Transferring Holder. Remaining Members shall exercise this option by complying with the provisions of Section 17.5 with respect to the exercise period and manner of notification; and
Tag-Along Option. If after the rights of pre-emption mentioned in clause 10 have been exhausted a Shareholder (Vendor) is entitled to transfer Shares to a third party (Third Party) under clause 10.12, then any other Shareholder will have the option (Tag Along Option) to require the Vendor to cause the Third Party or its nominee to purchase a proportion of Shares held by that other Shareholder, up to a maximum of that proportion of its Shares as equal to the proportion of the total number of Shares held by the Vendor which are purchased by the Third Party. The price per Share at which the Vendor must cause the Third Party or its nominee to purchase the Shares shall be the same as those referable to the sale of the Vendor’s Shares to that Third Party.
Tag-Along Option. If CFSI LLC, or, following a liquidation of CFSI LLC, XxXxxx De Leeuw or any of its Affiliates (each, a “Seller”) intend to voluntarily Transfer any Units to another Person (other than to a Permitted Transferee) (such Person being the “Purchaser”), then the Seller shall deliver to the Company and each other Member and Assignee a written notice (the “Tag Notice”) stating that it intends to make such a Transfer and setting forth in reasonable detail the material terms and conditions of such proposed Transfer, including the number of Units proposed to be Transferred, the nature of the Transfer, the consideration to be paid, the timing of such payment and any other material terms. During the 30-day period (the “Tag-Along Period”) from and after the later of (i) delivery of the Tag Notice to the Company and such other Members and (ii) expiration of any purchase rights of such other Members under Section 11.4, each Member shall have the right to elect to sell to the Purchaser, and the Purchaser shall have the obligation to purchase from such Member, a number of Units of the same class proposed to be transferred by the Seller that are held by such Member, which number shall be equal to the product of (i) the number of Units of such class held by such Member and (ii) a fraction, the numerator of which is the aggregate number of Units of such class proposed to be Transferred by the Seller as set forth in the Tag Notice, and the denominator of which is the aggregate number of Units of such class held by the Seller.
