Tag Along Provisions. (a) If at any time any Partner alone or together with any other Partners (such Partner or Partners, "Tag-Along Sellers") propose to enter into an agreement (or substantially contemporaneous agreements, whether or not with the same or affiliated parties) to sell or otherwise dispose of for value to any Person or Group, other than, in each case, a Wholly Owned Affiliate of such Partner or Partners (a "Tag-Along Purchaser"), a Majority Interest in one or more related transactions (such sale or other disposition for value being referred to as a "Majority Tag-Along Sale"), then such Tag-Along Sellers shall afford each other Partner that owns any Unrestricted Units (each, individually, a "Tag-Along Partner" and, collectively, the "Tag-Along Partners") the opportunity to participate proportionately with respect to its Unrestricted Units in such Majority Tag-Along Sale in accordance with the provisions of this Section 9.
Tag Along Provisions. 8.1 In the event that a Party (“Selling Party”) holds a majority of the common shares, serves a Selling Notice in connection with the same Outside Offer and if after the Outside Offer is served upon the Offeree Party in accordance with Clause 12.1, the Offeree Party decides that he wishes to sell his shares to the Outsider on the same terms and condition as contained in the Outside Offer, then the Selling Party shall not be entitled to sell, transfer or otherwise dispose of the Offered Shares unless the Outsider purchases at the same time and on the same terms and condition all of the Shares of the Offeree Party who so desires to sell his Shares.
8.2 In the event that any party serves a Selling Notice in accordance with Clause 12.1 in connection with an Outside Offer which provides for a sale, the completion of which would result in the ownership by the Outsider of a majority of the common shares, and should the Offeree Party decide that he wishes to sell his shares to the Outsider on the same terms and conditions as contained in the Outsider offer, then the party serving the Selling Notice shall not be entitled to sell, transfer or otherwise dispose of the Offered Shares unless the Outsider purchases at the same time and on the same terms and conditions all of the Offered Shares of the Offeree Party who so desires to sell his shares.
8.3 In the event that a Party accepts an offer from an Outsider to purchase a minimum of 70% of the common shares, then all the Parties (including any party who did not accept the Outsider’s offer to purchase) shall be required to sell all of their common shares to the Outsider on the same terms and conditions, if the Outsider desires to purchase such Offered Shares, and only if the purchase price is at least equal, if not higher than the valuation price which shall be no lower than HK$200,000,000.
8.4 For the purpose of this Clause 8, separate offers addressed to each Party or any combination of the Parties by the same Outsider or by separate Outsider or any combination of outsiders acting in concert shall be considered a single outside offer.
Tag Along Provisions. If at any time, and from time to time, prior to September 28, 2001 Buyer consummates an acquisition of shares of Class A Stock from other current Holders, Buyer will so notify IDT Investments in writing not later than two days after such acquisition, such notice to contain information regarding number of shares, price and other material terms of the transaction. IDT Investments then will have the option, exercisable within 30 days of its having received such written notice of such purchase, of notifying Buyer that it wishes to cause Buyer to purchase up to 5,000,000 shares of Class A Stock (or if Buyer has exercised its conversion rights under Section 6.4, then Common Stock) from it on the same terms and conditions as Buyer purchased shares of Class A Stock from such other Holder whereupon such purchase will be consummated as promptly as practicable following receipt of all required regulatory approvals.
Tag Along Provisions. (a) If at any time Xxxx shall receive and determine to accept any offer from any Person to purchase or otherwise transfer for value, in one transaction or a series of transactions, shares of Common Stock representing 30% or more of the Common Stock then owned by Xxxx (a "Tag-Along Sale"), then Xxxx shall afford the Saratoga Group the opportunity to participate in such Tag-Along Sale in the manner set forth in this Section 2.2.
(b) Xxxx shall provide the Saratoga Group with written notice of the proposed Tag-Along Sale that sets forth the number of shares of Common Stock proposed to be sold, the price at which they are to be sold, and any other terms or conditions of the offer, not more than 60 days nor less than 20 days before the proposed date of the Tag-Along Sale (the "Tag-Along Sale Date").
(c) The Saratoga Group shall have the right to cause Xxxx to condition the Tag-Along Sale on the simultaneous purchase by the purchaser of such number of shares of Capital Stock beneficially owned by the Saratoga Group, whether such purchaser purchases Preferred Stock or Common Stock issuable upon conversion of the Preferred Stock, as the Saratoga Group shall designate in a written notice to Xxxx no less than 10 days after the notice given in accordance with Section 2.2(b); provided, however, that the Saratoga Group may not so designate for -------- ------- purchase a number of shares of Common Stock greater than the number of shares determined as follows: the total number of shares offered to be purchased in the Tag-Along Sale shall be multiplied by a fraction, the numerator of which is the number of shares owned by the Saratoga Group and the denominator of which is the sum of the number of shares owned by the Saratoga Group plus the number of shares owned by Xxxx. The number of Xxxx shares to be sold pursuant to the Tag- Along Sale shall be reduced by the number of shares which the Saratoga Group elects to sell as permitted by the foregoing calculation. The purchase price for each share of the Company's Capital Stock to be sold by the Saratoga Group in the Tag-Along Sale and the terms of such purchase shall be the same as those applicable to Xxxx. The number of shares owned by the Saratoga Group shall be determined as if the Preferred Stock were converted into Common Stock in accordance with its terms.
(d) Each member of the Saratoga Group shall be allowed to designate for sale a number of shares equal to its percentage of ownership of the total number of shares o...
Tag Along Provisions. (a) If at any time Xxxx shall receive and determine to accept any offer from any Person to purchase or otherwise transfer for value, in one transaction or a series of related transactions, shares of Common Stock representing 50% or more of the Common Stock owned by Xxxx (a "Tag-Along Sale"), then Xxxx shall afford Northstar the opportunity to participate in such Tag-Along-Sale in the manner set forth in this Section 2.2.
(b) Xxxx shall provide Northstar with written notice of the proposed Tag-Along Sale which sets forth the number of shares of Common Stock proposed to be sold, the price at which they are to be sold, and any other terms or conditions of the offer, not more than 60 days nor less than 30 days before the proposed date of the Tag-Along Sale (the "Tag-Along Sale Date").
(c) Northstar shall have the right to cause Xxxx to condition the Tag-Along Sale on the simultaneous purchase by the purchaser of such number of shares of Common Stock owned by Northstar as Northstar shall designate in a written notice to Xxxx no less than 20 days after the notice given in accordance with Section 2.2(b); provided, however, that Northstar may not so designate for purchase a number of shares of Common Stock greater than the number owned by Northstar, multiplied by a fraction the numerator of which is the number of shares of Common Stock then outstanding and owned by Xxxx which are subject to the Tag-Along Sale and the denominator of which is the total number of shares of Common Stock then outstanding and owned by Xxxx. The purchase price for each share of the Company's Common Stock to be sold by Northstar at the Tag-Along Sale and the terms of such purchase shall be the same as those applicable to Xxxx.
Tag Along Provisions. This is a provision where the minority shareholders must join in any sale approved by the majority as long as the sale is upon the same or similar terms. This may also protect the minority.
Tag Along Provisions. To the extent Section 3.04(b) of the Agreement is applicable to any Class B Membership Interests Disposition, if the Tag Along PSP Seller provides a Tag Along Acceptance Notice in accordance with such Section 3.04(b), Panhandle B Member shall include the applicable Tagging Interests in such Class B Membership Interests Disposition in accordance with such Section 3.04(b) and will otherwise comply with the terms of such Section 3.04(b) as if it were applicable to Panhandle B Member as the seller of the Tag Along Sale Interests, mutatis mutandis.
Tag Along Provisions. In the event that each member of a group of Shareholders, which group holds a majority of the common shares, serves a Selling Notice in connection with the same Outside Offer and if after the Outside Offer is served upon the Offerees in accordance with paragraph 3.5, one or more of the Offerees decide that s/he or they wish to sell their Shares to the Outsider on the same terms and conditions as contained in the Outside Offer, then the group shall not be entitled to sell, transfer or otherwise dispose of the Offered Shares unless the Outsider purchases at the same time and on the same terms and conditions all of the Shares of the Offerees who so desire to sell their Shares.
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Tag Along Provisions. 14.1 For the purposes of this Clause 14 -
