Tag-Along Right Sample Clauses

Tag-Along Right. (a) If, at any time prior to a Qualified IPO, one or more Sponsor Members propose to Transfer, in a single transaction or a series of related transactions, a number of Units representing at least 30% of the Sponsor Members' aggregate Initial Equity Stakes (as defined in the LLC Agreement) to any Person (other than a Transfer to a Permitted Transferee (as defined in the LLC Agreement) of any such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Member) (a "Tag-Along Purchaser"), then, unless such transferring Sponsor Member(s) are entitled to give and do give a Drag-Along Sale Notice (as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to Section 2.04(a) of the Sponsor Agreement, the Company shall first provide written notice to each of the Management Members, which notice (the "Tag-Along Notice") shall state: (i) the maximum number of Units proposed to be Transferred (the "Tag-Along Securities"); (ii) the purchase price per Unit (the "Tag-Along Price") for the Tag-Along Securities and (iii) any other material terms and conditions of such sale, including the proposed transfer date (which date will be within 60 business days after the termination of the Election Period (defined below), subject to extension for any required regulatory approvals). Each of the Management Members that has been provided with the Tag-Along Notice (each, a "Tag-Along Manager") shall have the right to sell to such Tag-Along Purchaser, upon the terms set forth in the Tag-Along Notice, up to the aggregate number of Units which are held by such Tag-Along Manager multiplied by a fraction, the numerator of which is the aggregate number of Units proposed to be sold by the transferring Sponsor Member as reflected in the Tag-Along Notice and the denominator of which is the total number of Units which are held by the transferring Sponsor Member. If the number of Units elected to be sold by the Tag-Along Managers and any other individuals identified from time to time on Exhibit A to the LLC Agreement, the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than the number of Tag-Along Securities specified in the Tag-Along Notice, the number of Units being sold by each such seller shall be reduced such that the applicable seller shall be entitled to (and obligated to) sell only their pr...

Tag-Along Right. (i) If (a) a Selling Party has complied with Section 2.01(d), (b) the Non-Selling Party has elected not to acquire the Subject Interest or has failed to make an election before the expiration of the ROFR Offer Period, (c) such Selling Party is proceeding with the Transfer of the Subject Interest pursuant to Section 2.01(d)(iii) and (d) the Subject Interest which the Selling Party proposes to Transfer represents more than twenty percent (20%) of the Selling Party’s Common Shares, then such Selling Party shall make an offer (a “Tag-Along Offer”) to the Non-Selling Party to include in the proposed Transfer (the “Tag-Along Transfer”), on substantially the same terms and conditions set forth in the Sale Notice, all or a portion (as the case may be) of the Non-Selling Party’s Common Shares in accordance with the provisions of this Section 2.01(e). Notwithstanding the foregoing, the provisions of this Section 2.01(e) shall not apply to any Transfer that the Selling Party has properly elected to treat as a Drag-Along Transfer subject to Section 2.01(f). (ii) Each of the Selling Party and the Non-Selling Party shall have the right to Transfer in a Tag-Along Transfer a Percentage Interest equal to the product of (a) the total Percentage Interest of the Selling Party or Non-Selling Party (as the case may be) (expressed as a decimal) multiplied by (b) the Subject Interest the proposed Transferee proposes to buy as stated in the Sale Notice (expressed as a decimal). (iii) The Tag-Along Offer may be accepted by the Non-Selling Party at any time within twenty (20) days after the Non-Selling Party’s receipt of the Tag-Along Offer, which acceptance must be made by delivery of a written notice indicating such acceptance to the Selling Party (a “Tag-Along Acceptance Notice”). (iv) The Selling Party may elect in its discretion to terminate the proposed sale of any of its Common Shares in the Tag-Along Transfer (and shall not otherwise be deemed to owe any duty or responsibility to the Non-Selling Party to proceed), in which case, the obligations under this Section 2.01(e) in respect of such Tag-Along Transfer shall cease. (v) If for any reason the Selling Party elects to terminate or otherwise not to sell any of the Subject Interest in the Tag-Along Transfer or such Tag-Along Transfer should fail to close, the Selling Party must comply with the provisions set forth in Sections 2.01(d) and 2.01(e), to the extent applicable, prior to making any subsequent Transfer of all or any...

Tag-Along Right. 7.1. Should NF and/or TEP intend to sell partially or all of their Binding Shares ("Assignor Shareholder") in view of receiving a call offer ("Offer"), submitted by any third party ("Potential Buyer"), A&A shall be entitled to tag‑along right related to the Binding Shares held thereby ("Tag‑Along Right"), as provided for hereinbelow. 7.1.1. In this case, the lot of Binding Shares to be sold to the Potential Buyer for the same price per share and under same conditions provided for in the Offer, shall be divided between the Binding Shares of Assignor Shareholder and the Binding Shares of A&A, pro rata to the set of corresponding interest in the Binding Shares tendered on the exercise date of Tag‑Along Right. 7.2. The Assignor Shareholder may only validly sell the Binding Shares should the Potential Buyer (i) acquire said shares concurrently with the acquisition of A&A's Binding Shares, for the same price per share and under same conditions of the operation provided for in the offer; and (ii) firstly acquire the Assignor Shareholder's Binding Shares, should said Assignor Shareholder be holder of common shares rather than Binding Shares. 7.3. The Offer, in writing, from a Potential Buyer shall be immediately announced by the Assignor Shareholder to A&A and to the Company, in the form and for the purposes laid down in this Chapter ("Announcement of the Offer"), informing (i) the amount of Binding Shares tendered; (ii) the price and payment conditions offered by Potential Buyer for each Binding Share tendered; and (iii) the name and qualification of Potential Buyer. The Announcement of the Offer shall be accompanied by a certified copy of the Offer. 7.4. A&A shall have no later than fifteen (15) days as of the date of receipt of Announcement of the Offer to express if it does not intend to exercise its Tag‑Along Right. 7.5. A&A's failure to express its intention within the term mentioned in 7.4. above shall be deemed by Assignor Shareholder as intent to exercise the Tag‑Along Right of A&A, presupposing the inclusion of A&A's Binding Shares in the Offer. 7.6. NF and/or TEP shall arrange that the Potential Buyer acknowledges A&A's rights provided for herein. 7.7. Once exercised the Tag‑Along Right, A&A upon request of NF and/or TEP, shall be required to sell the Binding Shares, unless terms and conditions of the Offer are amended, assumption in which, a new Announcement of the Offer shall be forwarded to A&A with a view to resuming the procedures provided for in t...

Tag-Along Right. (a) Except for Exempt Transfers and without limiting anything contained in Article III, if at any time and from time to time EIM and/or any Affiliated Stockholder (collectively, the "Selling Stockholder") proposes to transfer, in any transaction or series of related transactions, a number of shares of Company Common Stock and/or rights to acquire (pursuant to conversion, exchange or other exercise) a number of shares of Company Common Stock (collectively, the "Offered Shares") equal to no less than five percent (5%) of the shares then collectively owned (whether beneficially or of record) by such Selling Stockholder and its Affiliates (counting the Offered Shares issuable upon the exercise of any right to acquire same as outstanding for purposes of this Article IV) pursuant to a bona fide, arm's-length offer from a bona fide third party (the "Proposed Transferee"), the Selling Stockholder shall submit a notice (an "Offer") to Buyer and its Affiliates who own (whether beneficially or of record) any shares of Company Common Stock ("Buyer Affiliates"). The Offer shall disclose (i) the identity of the Selling Stockholder and the Proposed Transferee, (ii) the total number of Offered Shares proposed to be transferred, (iii) the total number of shares of Company Common Stock owned by such Selling Stockholder, (iv) the terms and conditions of the proposed transfer of the Offered Shares to the Proposed Transferee, including the price per share to be paid, (v) the terms and conditions of payment offered by the Proposed Transferee and, in the case of consideration in whole or in part other than cash, the fair market value thereof as determined promptly and in good faith by the Selling Stockholder as of the date of the Offer, (vi) the address of the Selling Stockholder, (vii) that the Proposed Transferee has been informed of the Tag-Along Right provided for in this Article IV, and (viii) any other material facts relating to the proposed sale of the Offered Shares to the Proposed Transferee. (b) Buyer and the Buyer Affiliates (collectively, the "Tag-Along Stockholder") shall have the irrevocable right (the "Tag-Along Right") to require the Selling Stockholder to cause the Proposed Transferee to purchase from such Tag-Along Stockholder that number of shares of Company Common Stock held by such Tag-Along Stockholder as is equal to the product of the Offered Shares multiplied by a fraction, the numerator of which is the number of shares of Company Common Stock owned (whet...

Tag-Along Right. If either Seller receives a bona fide written offer (the “Purchase Offer”) from a Third Party (the “Purchaser”) to purchase substantially all of Seller’s Subject Interests and Seller elects to accept the Purchase Offer, Buyer shall have the right, but not the obligation, to cause such Seller (and their permitted assignee(s) or successors, if any) require that the Purchaser purchase all of Buyer’s Subject Interests and other Assets for the same terms and conditions contained in the Purchase Offer (the “Tag Along Right”). Seller must provide notice of an accepted Purchase Offer no less than thirty (30) days prior to the consummation of the sale to such Purchaser. The Tag Along Notice shall include the name of the Purchaser, the purchase price for the Subject Interests (the “Purchase Price”), and all of the material terms and conditions of the proposed transaction. Buyer may elect to exercise the Tag Along Right by written notice (the “Tag Along Notice”) delivered to Sellers on or before twenty-five (25) days after receipt of the Tag Along Notice. If Buyer elects to exercise the Tag Along Right, the closing of the sale of the Subject Interests shall occur on or before 60 days after receipt of the Tag Along Notice by Seller. The closing of the Purchaser’s acquisition of Buyer’s Subject Interests and other Assets and Sellers’ Subject Interests shall occur simultaneously and be conditioned upon each other.

Tag-Along Right. If the Approved Sale Notice indicates that the Majority Holders are not exercising the Drag-Along Right, then Participant may elect to participate in the contemplated Approved Sale by delivering irrevocable written notice to the Majority Holders within fifteen days after delivery of the Approved Sale Notice; provided, however, that, in the event that the Morgans Parties then own any Membership Interests, then, as a condition to Participant’s right to participate in such sale, the Morgans Parties must have similar rights (or must have waived any such rights) to participate in the sale of a proportionate share of their Membership Interests in the Approved Sale (the “Morgans Group Tag Condition”). If Participant elects to participate in the Approved Sale, then he or she will be entitled to sell, on the same terms and conditions specified in the Approved Sale Notice, a portion of his or her Membership Interests represented by Class C Units equal to the proportionate share of Membership Interests being sold by the Majority Holders and all other Members (based upon the total Membership Interests held by the Majority Holders and all other Members at such time). The Majority Holders shall use their commercially reasonable efforts to obtain the agreement of the prospective transferee to the participation of Participant in the contemplated Approved Sale. If, within fifteen days after delivery of the Approved Sale Notice, Participant does not provide the Majority Holders irrevocable notice of its election to participate in the Approved Sale, then the Majority Holders shall be entitled to Transfer to the prospective transferee the amount of Membership Interests specified in the Approved Sale Notice on substantially the same terms and conditions specified therein.

Tag-Along Right. If (i) the Right of First Refusal is not exercised by SKT as to the entire Subject Interest within sixty (60) days of receipt of the Transfer Notice or the entire Subject Interest is not purchased from the First Party on or before the ROFR Termination Date, as it may have been extended or (ii) SKT receives a bona-fide written offer by a Third Party to purchase SKT’s Subject Interest that SKT desires to accept, then the First Party or SKT, as applicable, shall promptly deliver written notice thereof (“Tag-along Transfer Notice”) to any non-transferring Class B Stockholder (each non-transferring Class B Stockholder a “Second Party” and collectively, the “Second Parties”) and each Second Party will have the right to sell to the Third-Party purchaser identified in the Tag-along Transfer Notice a portion of the Subject Interest, from such Second Party’s Shares, equal to the Subject Interest multiplied by such Second Party’s Percentage Interest (“Tag-along Right”); provided that no Second Party that has breached its obligations under Section 5.3 with respect to any Subject Interest may exercise any Tag-along Right with respect to such Subject Interest. A Second Party electing to exercise its Tag-along Right shall provide to the Operating Company and the First Party written notice of such election (the “Tag-along Election Notice”) within such sixty (60) day period. The Tag-along Election Notice shall specify the number of Shares to be included in the sale to the Third-Party purchaser. Any sale pursuant to this Section 5.4 shall be consummated not later than sixty (60) days following delivery of the Tag-along Election Notice.

Tag-Along Right. (a) Except for Transfers permitted under Section 3.02(i) and 3.02(iii), at any time, (x) for so long as each of MTVN Stockholder and RN Stockholder continue to own at least twenty-five percent (25%) of the then outstanding shares of Voting Stock, both of MTVN Stockholder and RN Stockholder seek to Transfer in any transaction or series of related transactions more than fifty percent (50%) of their respective shares of Voting Stock or (y) any Stockholders collectively seek to Transfer shares of Voting Stock in a transaction or series of related transactions that would result in the Transfer of more than fifty percent (50%) of the then outstanding shares of Voting Stock to any Person (in each case, the Stockholders seeking to make such Transfer, the “Selling Stockholders”), then so long as Napster Stockholder continues to own at least fifty percent (50%) of the shares of Voting Stock owned by Napster Stockholder on the date hereof the Selling Stockholders shall provide written notice (the “Tag-Along Notice”) to Napster Stockholder, at least thirty (30) days prior to closing of the proposed Transfer, of the identity of the prospective transferee, the consideration offered for the Selling Stockholders’ Voting Stock, the terms of the prospective purchaser’s financing (if any and if known), the anticipated date of closing of the proposed Transfer and any other material terms and conditions of the proposed Transfer (the “Tag-Along Terms”). (b) Upon receipt of a Tag-Along Notice, Napster Stockholder shall have the right to participate in such proposed Transfer on the Tag-Along Terms on a pro rata basis with the Selling Stockholders (based on the number of outstanding shares of Voting Stock held by them at such time), exercisable by delivering written notice to the Selling Stockholders within 10 Business Days from the date of receipt of the Tag-Along Notice. The right of Napster Stockholder pursuant to this Section 3.08(b) shall terminate with respect to that proposed Transfer if not exercised within such 10-Business Day period. (c) Following the expiration of the 10-Business Day period referred to in Section 3.08(b), if Napster Stockholder shall have exercised its right to participate in such Transfer pursuant to Section 3.08(b), Napster Stockholder shall notify the Selling Stockholders of the amount of Voting Securities which Napster Stockholder has elected to include in the proposed Transfer (up to the pro rata allocation described in Section 3.08(b)) (the “Tag-A...

Tag-Along Right. (a) In connection with any direct or indirect Transfer (other than (x) a Public Offering pursuant to Article V, which shall be governed by the provisions of Article V, (y) a distribution of Equity Securities of the Company by any Institutional Stockholder to its members, partners, unitholders or stockholders, and (z) an Exchange) for value of any Class A Shares (including any Class A Shares issuable or issued upon conversion or exchange of other securities of the Company or any of its Subsidiaries) by (i) a GA Stockholder that, together with all other GA Stockholders, beneficially owns at least 5% of the outstanding Shares immediately prior to such Transfer, to any Person other than a GA Permitted Transferee or (ii) an HF Stockholder that, together with all other HF Stockholders, beneficially owns at least 5% of the outstanding Shares immediately prior to such Transfer, to any Person other than an HF Permitted Transferee (such proposed Transferor, in either case, a “Tag-Along Seller” and such proposed Transfer, a “Tag-Along Sale Transaction”), each other Institutional Stockholder, each Management Stockholder and each eRx Stockholder (an “Other Stockholder”) shall have the right to sell a proportionate amount of its vested Class A Shares (including any Class A Shares issuable or issued upon conversion or exchange of vested other securities of the Company or any of its Subsidiaries) based on the relative number of such Class A Shares owned by such Other Stockholder, subject to the priorities set forth in Article IV with respect to the GA Stockholders and HF Stockholders, to such third party for the same price per Class A Share and on the same other terms and conditions as are applicable to the Tag-Along Seller, including that any such Other Stockholder will be required to make the same representations, warranties or indemnifications (and, if necessary, to contribute proceeds to an escrow account to secure any such indemnification claims) on a several and pro rata basis (in proportion to the number of Shares being Transferred by each) with all other participating Stockholders with respect to its Class A Shares, and to take on any other recourse or liability, as applicable to the Tag-Along Seller in connection with such Tag-Along Sale Transaction (a “Tag-Along Right”); provided, however, that no Other Stockholder will be required to enter into non-competition or similar agreements or take on any other recourse, indemnification obligations or liability, other t...

Tag-Along Right. (a) If at any time after the Closing the Investor proposes to make a transfer of all or part of the Equity Securities held by them to a third party transferee (other than to an Affiliate), then the Investor shall send a written notice (the Tag Along Notice) to the Promoter. The Tag Along Notice shall state: (i) the intention of the Investor to transfer such Equity Securities, (ii) the name and address and identity of the proposed transferee, (iii) the number of Equity Securities to be transferred by the Investor, and (iv) the amount and form of the proposed consideration for the transfer and the price per Equity Security (Tag-Along Price). (b) The Promoter may require the Investor to cause the transferee to purchase from the Promoter (Tag Along Right), for the Tag Along Price, up to such number of Equity Securities as would constitute an equivalent percentage of Promoter’s shareholding in the Company on a Fully Diluted Basis as the percentage represented by the Equity Securities being transferred by the Investor in relation to the Investor’s total holding of Equity Securities in the Company. (i) Within 30 (thirty) Business Days (Tag Period) following the receipt of the Tag Along Notice, in the event the Promoter exercises the Tag Along Right, the Promoter shall deliver a written notice of such election to the Investor (Tag Acceptance Notice) and the maximum number of Equity Securities (calculated in accordance with sub-clause (ii) above that the Promoter proposes to transfer to such transferee (Tag Along Securities). Such notice shall be irrevocable and shall constitute a binding agreement by the Promoter to sell such Equity Securities and on the Investor to cause such transfer.