Tag Along Provision Sample Clauses

Tag Along Provision. (a) Provided that such transaction is not made under circumstances described in Section 5.3 (b)(1)(B), if CDC, Castle, or any of its Affiliates (collectively the "Selling Group"), at any time from time to time, enters into an agreement (whether oral or written) to transfer, sell or otherwise dispose of directly or indirectly (including without limitation, a sale of CDC stock) any of its Percentage Interest in the Company to a Person (a "Tag-Along Sale"), each of DCS and Holdings shall have the right, but not the obligation, to participate in such Tag-Along Sale by selling their respective Interest or portion thereof, as provided in this Section 9.11 (a "Participating Sale"). (b) Regardless of whether the Selling Group intends to sell all or a portion of its Percentage Interest in a Tag-Along Sale, each of DCS and Holdings shall have the right to sell the same portion of their respective Percentage Interest (the "Tag-Along Allotment") in the Tag-Along Sale as the portion of the Selling Group's Percentage Interest that the Selling Group intends to sell in such Tag-Along Sale as set forth in the applicable Sale Notice (as defined below). (c) Any Participating Sale shall be on the same economic terms and conditions as the proposed Tag-Along Sale. (d) The Selling Group member(s) participating in a Tag-Along Sale shall promptly provide each of DCS and Holdings with written notice (the "Sale Notice") at least thirty (30) days prior to such Tag-Along Sale. The Sale Notice shall set forth: (i) the name and address of the proposed transferee or purchaser; (ii) the percentage points of Percentage Interest proposed to be transferred, sold or disposed of; (iii) the proposed amount and form of consideration to be received in connection with such Tag-Along Sale, and the terms and conditions of payment offered by the proposed purchaser or transferee; (iv) the percentage points of Percentage Interest the Selling Group member believes Holdings is entitled to include in the Tag-Along Sale; and (v) confirmation that the proposed transferee or purchaser has been informed of the "Tag-Along Rights" provided for in this Section and has agreed to purchase from DCS and/or Holdings, as applicable, in accordance with the terms hereof and be bound by this Section as if it were a member of the Selling Group. (e) If DCS and/or Holdings desires to participate in the Tag-Along Sale, it or they, as applicable, shall provide a written notice (the "Tag-Along Notice") to CDC within twenty (20...
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Tag Along Provision. In the event the Majority Shareholder receives and accepts an offer for the sale of its interest, the Minority Shareholder shall have the right to require the purchase of his Shares upon the same terms and conditions or he may retain same, but should the purchaser require the sale of all of the Shares the Minority Shareholder agrees to sell all of his Shares upon the same terms and conditions as the Majority Shareholder.
Tag Along Provision. If a Member (other than the Offeror) rejects an Offer and the Offeror secures a Selling Commitment from a Proposed Purchaser based on the Offer Terms the Offeror must immediately thereafter give written notice (the "Selling Notice") to the other Members (the "Recipients") that the Offeror desires to sell such Interest in the Company in accordance with the terms and conditions of the Selling Commitment and this Section 10.
Tag Along Provision. In the event that Veridien proposes to sell Mycosol Common Shares representing 30% of its entire holding of such shares, (“Offered Shares”), Veridien shall forthwith give written notice (the “Tag-Along Notice”) of the identity of the purchaser of such shares (the “Third Party”) and the price and other material terms of the transaction to the Investor. The Investor may, not later than 30 Business Days after receipt of the Tag-Along Notice, deliver to Veridien a notice in writing invoking the provisions of this section 12.1 (a “Tag-Along Demand”). The delivery by the Investor of a Tag-Along Demand shall be irrevocable and shall bind the Investor to sell, at the option of the Investor, (x) all but not less than all of the Mycosol Common Shares (the “Tagging Shares”) owned by the Investor; or (y) such lesser number of Mycosol Common Shares as represents the same proportion of the Investor’s Mycosol Common Shares as the proportion of Veridien’s Mycosol Common Shares that Veridien proposes to sell to the Third Party; in accordance with the provisions of this section 12.1.

Related to Tag Along Provision

  • Saving Provision If any part of this Agreement is held to be unenforceable, it shall not affect any other part. If any part of this Agreement is held to be unenforceable as written, it shall be enforced to the maximum extent allowed by applicable law.

  • Remaining Provisions Except as expressly modified by this Amendment, the Employment Agreement shall remain in full force and effect. This Amendment embodies the entire agreement and understanding of the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, oral or written, relative thereto.

  • Call Provision If, at any time commencing four (4) months after the Initial Effective Date (as defined in the Registration Rights Agreement), (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) consecutive Trading Days (the “Measurement Period”); (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pending, then the Company may call for cancellation of that portion of this Warrant for which an Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined below) for consideration equal to $0.001 per Warrant Share up to one-half, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after the date of the Call Notice (the “Call Date”), the portion of this Warrant for which an Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 p.m. (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

  • No Special Rights Nothing herein shall confer upon the Indemnitee any right to continue to serve as an officer or director of the Corporation for any period of time or at any particular rate of compensation.

  • Controlling Provisions In the event of any inconsistencies between the provisions of this Amendment and the provisions of any other Loan Document, the provisions of this Amendment shall govern and prevail. Except as expressly modified by this Amendment, the Loan Documents shall not be modified and shall remain in full force and effect.

  • Surviving Provisions Notwithstanding any termination of this Agreement, each party’s obligations under Article VIII to indemnify other parties shall survive and not be affected by any termination of this Agreement. In addition, with respect to Existing Contracts, all provisions of this Agreement shall also survive and not be affected by any termination of this Agreement.

  • OWNERSHIP RIGHTS AND RESTRICTIONS 3.1 You or Your licensors retain all ownership and intellectual property rights in and to Your Content (as defined below). We or our licensors retain all ownership and intellectual property rights in and to the Services, derivative works thereof, and anything developed or delivered by or on behalf of us under this Agreement. 3.2 You may have access to Third Party Content through use of the Services. Unless otherwise stated in Your order, all ownership and intellectual property rights in and to Third Party Content and the use of such content is governed by separate third party terms between You and the third party. 3.3 You grant us the right to host, use, process, display and transmit Your Content to provide the Services pursuant to and in accordance with this Agreement and Your order. You have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of Your Content, and for obtaining all rights related to Your Content required by Oracle to perform the Services. 3.4 You may not, and may not cause or permit others to: (a) modify, make derivative works of, disassemble, decompile, reverse engineer, reproduce, republish, download, or copy any part of the Services (including data structures or similar materials produced by programs); (b) access or use the Services to build or support, directly or indirectly, products or services competitive to Oracle; or (c) license, sell, transfer, assign, distribute, outsource, permit timesharing or service bureau use of, commercially exploit, or make available the Services to any third party except as permitted by this Agreement or Your order.

  • Rights and Restrictions The Restricted Share Units shall not be transferable, other than pursuant to will or the laws of descent and distribution. Prior to vesting of the Restricted Share Units and delivery of the Shares to the Employee following his termination of employment, the Employee shall not have any rights or privileges of a shareholder as to the Shares subject to the Award. Specifically, the Employee shall not have the right to receive dividends or the right to vote such Shares prior to vesting of the Award and delivery of the Shares.

  • CLOSING PROVISIONS (a) Subscriber agrees to be identified as a customer of JetBrains and agrees that JetBrains may refer to Subscriber by name, trade name and trademark, if applicable, and may briefly describe Subscriber’s business in JetBrains marketing materials, on JetBrains Site, and in public or legal documents. Subscriber hereby grants JetBrains a worldwide, non- exclusive, royalty-free license to use Subscriber’s name and any of Subscriber’s trade names and trademarks solely pursuant to this marketing section. (b) This Agreement is governed by the laws of the Czech Republic. All disputes arising from the present Agreement and/or in connection with it shall be finally brought to and decided by any relevant competent common court in the Czech Republic. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. (c) JetBrains may modify this Agreement at any time by posting a revised version of the Agreement on JetBrains Site. The modified terms will become effective upon posting of a revised version of the Agreement on JetBrains Site. By continuing to use Service after the effective date of any modification to this Agreement, Subscriber agrees to be bound by the modified terms. It is Subscriber’s responsibility to check JetBrains Site regularly for modifications to this Agreement. (d) The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, or a fiduciary or employment relationship between the parties. (e) Sections 7, 8, 9, 10, 12 (c), 12(d), 14(a), 14(b), and 14(c) shall survive any termination or expiration of this Agree- ment. (f) There are no third-party beneficiaries to this Agreement. (g) If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

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