Tag-Along Option. To the extent certain Transfers of Units are subject to the tag-along provisions in the Securityholders Agreement, this Section 14.1 shall have no force and effect. To the extent certain Transfers of Units are not subject to the tag-along provisions in the Securityholders Agreement, and subject to Section 13.1(c) hereof, in the event that any Selling Member intends to voluntarily Transfer to another Person (other than to a Permitted Transferee or pursuant to a Public Offering) (such Person being the "Purchaser") a number of Class B Units which, together with all other Transfers made by such Selling Member to any other person (other than a Permitted Transferee) in the immediately preceding 12 months, represents 10% or more of the outstanding Class B Units held by such Member on the date of this Agreement, the Selling Member shall deliver to the Company and each other Member a written notice (a "Compliance Notice") stating that it has complied with the provisions of Section 13.2 hereof and that such Units are no longer subject to such Section 13.2. During the 30-day period (the "Tag-Along Period") from and after the delivery of such Compliance 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, such Member's Proportionate Percentage of the Class B Units being proposed to be sold pursuant to the Compliance Notice. Each Member that elects to sell its full Proportionate Percentage of such Class B Units shall also be entitled to elect to sell additional amounts of such Member's Class B Units up to the amount of such Member's recalculated Proportionate Percentage of the number of Class B Units which the electing Members selling less than their full Proportionate Percentages did not sell. Each Member that elects to sell Class B Units under this Section 14.1 shall consummate the sale pursuant to the Sale Notice delivered under Section 13.2(a) hereof. The Selling Member may not consummate such a transaction unless the Purchaser complies with this Section 14.1.
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.
(b) A Tag Along Notice gives each other Shareholder the right (Tag Along Option) to require the Seller to procure the purchase by the proposed purchaser all of the Securities held by the other Shareholders and must include details of:
(i) the name of the purchaser;
(ii) the number of Securities in the proposed Disposal to the third party;
(iii) the sale price and any other terms of the proposed Disposal to the purchaser; and
(iv) the period during which a Tag Along Option may be exercised, which must be a period of not less than 10 Business Days from the date of service of the Tag Along Notice (Exercise Period).
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. 12.1 If, as at the date of the Transfer Notice, the Remaining Shares constitute not less than fifty point one percent (50.1%) of the Shares then in issue, prior to selling the Remaining Shares to the Third-Party Buyer, the Seller must offer a right to all other Shareholders to sell their Shares to the Third-Party Buyer on the same terms (the “Tag-Along Option”) by issuing a notice in writing (the “Tag-Along Notice”). The Seller must specify in the Tag-Along Notice:
(a) the total number and class of the Remaining Shares proposed to be sold;
(b) the identity of the Third-Party Buyer;
(c) the terms of sale, including the price at which the Sale Shares are proposed to be sold; and
(d) the period during which the Tag-Along Option may be exercised, which must be not less than ten (10) Business Days from the date of the Tag-Along Notice.
12.2 A Shareholder who wishes to exercise the Tag-Along Option must give notice in writing (the “Tag-Along Exercise Notice”) to the Board setting out the number of Shares that it wishes to sell within the timeframe specified in the Tag-Along Notice. The Tag-Along Exercise Notice will constitute a binding offer by the Shareholder to sell such number of Shares to the Third-Party Buyer on the same terms and conditions as set out in the Tag-Along Notice.
12.3 The Seller must not sell any Shares to the Third-Party Buyer unless the Third-Party Buyer simultaneously buys the Shares specified in the Tag-Along Exercise Notice on the same terms and conditions.
12.4 If no Tag-Along Exercise Notice has been received by the end of the exercise period as specified in the Tag-Along Notice, the Seller will be free to complete the sale of the Remaining Shares to the Third-Party Buyer.
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:
(i) its intention to sell some or all of the Sale Shares to a Third Party Buyer;
(ii) the sale price per Share that the Selling Shareholder has been offered by the Third Party Buyer for the Sale Shares (Tagged Share Sale Price);
(iii) the name of the Third Party Buyer;
(iv) subject to clause 24.1(b), the date on which the sale to the Third Party Buyer is proposed to be completed (Tag Along Sale Date); and
(v) any other material terms of the proposed transfer.
(b) The Selling Shareholder must wait 10 Business Days from the date of service of the Tag Along Notice of Sale (Tag Along Option Period) before selling or agreeing to sell the Sale Shares.
Tag-Along Option. (i) If a Shareholder proposes to transfer all of its Shares in PPSB (“Selling Party”), the other Shareholder(s) (“Tagging Party”) shall have the right to tag along in such sale or disposal, to sell all its holding of Shares, RPS or Special RPS, any other securities and Shareholders Advances, subject to the terms and conditions as are to apply to the Selling Party, provided that the Tagging Party will make to the transferee, severally and not jointly with the Selling Party, substantially the same representations, warranties, indemnities, and agreements as the Selling Party, but:
(a) only to the extent of matters relating to the Tagging Party, including authority to sell its Shares, its sole ownership of its Shares, its good and valid to title to its Shares, the fact that the sale of its Shares does not violate its charter or bylaws, any indenture, or other agreement to which it is a party or by which it or its properties are bound; and
(b) not as to matters relating to PPSB that extend beyond Tagging Party’s actual knowledge.
(ii) the Selling Party shall give notice to the Tagging Party of each proposed transfer giving rise to the rights of such Tagging Party set forth in the preceding paragraph hereof (“Tag-Along Notice”), at least sixty (60) days prior to the consummation date for such proposed Transfer, setting forth the number of Shares proposed to be so transferred, the name and address of the proposed transferee, the proposed amount and form of consideration and the other terms and conditions offered by the proposed transferee and a representation that the proposed transferee has been informed of the tag-along rights provided for in Section 2.1.6.11 (i) and has agreed to purchase the Shares in accordance with the terms hereof. The Transferor shall deliver to the Tagging Party copies of all transaction documents relating to the proposed Transfer (including draft and final versions of such documents) as the same become available. The tag- along rights provided by Section 2.1.6.11 (i) and (ii) shall be exercised by the Tagging Party within forty-five (45) days following receipt by the Tagging Party of the Tag-Along Notice required by the preceding sentence, by delivery of a written notice to the Transferor indicating the desire of such Tagging Party to exercise its rights and specifying the number of Shares it desires to sell.
(iii) If any Tagging Party exercises its rights to tag along, the Selling Party shall procure the proposed purchaser to purchase ...
Tag-Along Option. 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. At the option of each Member other than ASE (collectively, the "Remaining Members"), ASE agrees to condition its sale to the proposed transferee upon acquisition by the proposed transferee of a "proportionate share" of the Membership Interest of the Remaining Member, at the same per unit price and under the same terms and conditions involved in the sale of the Transfer Interest by ASE. For purposes of this provision, a "proportionate share" shall be the percentage equal to the ratio of (i) the number of membership interest units to be sold by ASE to the proposed transferee, divided by (ii) the total number or membership interest units owned by ASE prior to such sale. As to each Remaining Member, this option must be exercised, if at all, by the Remaining Member providing ASE with written notice thereof within fifteen (15) days from receipt of the notice from the Board of Governors.
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. 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.
