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. 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) Subject to Section 12.3, prior to an IPO, if any Member or group of Members proposes to Transfer (the “Selling Member”) more than fifty percent (50%) of the outstanding Units to one or more Persons (a “Third Party Purchaser”) in one or a series of related Transfers, then each other Member holding Class A Units or Class B Units shall have the right (to be exercised as described in Section 12.7(c)), but not the obligation, to participate in the proposed Transfer to the Third Party Purchaser with respect to such Member’s Units, as set forth below (hereinafter referred to as the “Tag-Along Right”).
(b) The Selling Member shall notify each Member holding Class A Units or Class B Units and the Company in writing (the “Tag-Along Sale Notice”) at least fifteen (15) Business Days prior to the proposed date of a sale pursuant to Section 12.7(a) (the “Tag-Along Sale Date”). Each Tag-Along Sale Notice shall set forth: (i) the name of the Third Party Purchaser(s), (ii) the proposed amount and form of consideration and terms and conditions of payment offered by the Third Party Purchaser(s) and a summary of any other material terms (including all representations, warranties, covenants, indemnities, and agreements that must be made to or with the Third Party Purchaser) pertaining to the Transfer (“Third Party Terms”), and (iii) the number of Units to be purchased by the Third Party Purchaser. In the event that the terms and/or conditions set forth in the Tag-Along Sale Notice are thereafter amended in any material respect (including any decrease in the purchase price that occurs other than pursuant to an adjustment mechanism set forth in the agreement relating to the sale), the Selling Member shall give written notice (an “Amended Tag-Along Sale Notice”) of the amended terms and conditions of the proposed Transfer to each Member holding Class A Units or Class B Units. The Selling Member shall provide additional information with respect to the proposed Transfer as reasonably requested by the other Members holding Class A Units or Class B Units.
(c) Each Member holding Class A Units or Class B Units wishing to exercise its Tag-Along Right (each, a “Tagging Member”) shall deliver to the Selling Member a written notice (the “Tag-Along Acceptance Notice”) within ten (10) Business Days of receipt of the Tag-Along Sale Notice or, if later, within five (5) Business Days of receipt of the most recent Amended Tag-Along Sale Notice. The Tag-Along Acceptance Notice shall state th...
Tag-Along Right. (a) If the Offeree fails to exercise the right of first refusal, the Transferring Shareholder shall send to the Offeree a written notice specifying that tag-along right may be exercised, within 5 business days from the expiration date of the Right of First Refusal Exercising Period.
(b) Subject to Article 8.1 of this Agreement, any Offeree (referred to “Tag-along Right Holder” at that time) shall be entitled (“tag-along right”) to exercise its right, by delivering written notice to the Transferring Shareholder, within 20 business days after the date when the notice specified in Article 8.3 (a) is delivered, to require the Transferee or the Offeree exercising the right of first refusal (if applicable) to buy a certain number of shares from such Tag-along Right Holder at such same price and on such same terms and conditions as proposed to be offered to the Transferring Shareholder. The maximum of such number shall be: the number of Sales Shares * (total shares in New Ruipeng Group held by such Tag-along Right Holder on the Transfer Notice date/sum of the total shares in New Ruipeng Group held by all the Tag-along Right Holders exercising the tag-along right and by Transferring Shareholder on the Transfer Notice date).
(c) If Tag-along Right Holder has exercised tag-along right, but the Transferee or the Offeree exercising the right of first refusal (if applicable) fails to purchase relevant shares from the Tag-along Right Holder, the Transferring Shareholder shall not make a proposed transfer.
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. (a) If at any time Ashland or any of its --------------- Permitted Transferees desires to sell or otherwise dispose of ("sell") 50% or more of the then outstanding shares of Common Stock held by Ashland or its Permitted Transferees, considered as a group, to an Industry Buyer, or 20% or more of the total outstanding shares of Common Stock of Arch Mineral at such time to an Industry Buyer, then at least 30 days prior to selling such Common Stock to such Industry Buyer, Ashland shall deliver written notice (the "Tag- Along Notice") to Carboex specifying (i) the identity of the Industry Buyer, (ii) the number of shares of Common Stock owned by Ashland and its Permitted Transferees which they propose to sell, (iii) the proposed price per share to be paid to Ashland or its Permitted Transferees by the Industry Buyer, (iv) the form of consideration (e.g., cash or notes) to be paid by such Industry Buyer and (v) any other material terms and conditions of the proposed sale (the "Proposed Sale"). Within 15 days following its receipt of the Tag-Along Notice, Carboex may, if it desires to exercise its Tag-Along Right, deliver a written notice (a "Tag-Along Instruction") to Ashland stating that Carboex desires to participate in the Proposed Sale and setting forth the number of shares of Common Stock then held by Carboex and its Permitted Transferees to be sold in the Proposed Sale (it being expressly agreed that Carboex may not exercise its Tag-Along rights for less than all the Common Stock held by Carboex and its Permitted Transferees). A Tag-Along Instruction delivered pursuant to this Section 3(a) shall be deemed to be an irrevocable commitment by Carboex and its Permitted Transferees to sell pursuant to the Proposed Sale the number of shares of Common Stock held by Carboex and its Permitted Transferees set forth in the Tag-Along Instruction. Failure to provide a Tag-Along Instruction within the 15-day period specified in this Section 3(a) shall constitute a waiver of the right of Carboex and its Permitted Transferees to have any shares of Common Stock included in the Proposed Sale. Carboex's Tag-Along right provided in this Section 3(a) shall not apply to transfers by Ashland to its Permitted Transferees, to Public Offerings or to sales of Common Stock pursuant to the Registration Rights Agreement.
(b) In the event Carboex timely elects to exercise its Tag-Along rights, Carboex shall deliver to Ashland, at the same time the Tag-Along Instruction is delivered, the...
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) In the event that any one or more of the Management Holders (a "Selling Holder") proposes to transfer Securities (other than in an Excluded Transfer), then the Selling Holder(s) shall deliver to each of the Investors a written notice (the "Sale Notice") to such effect, containing a description of the proposed transaction and the terms thereof. Upon delivery of the Sale Notice, each of the Investors shall have the right to require the Selling Holder(s) to arrange for the sale to the proposed transferee(s) of a percentage of such Investor's Securities equal to the highest percentage of any Selling Holder's holdings of Securities that any Selling Holder desires to transfer to the transferee(s), on terms and conditions at least as favorable to such Investor as the terms and conditions set out in the Sale Notice.
(b) If the transferee(s) will not purchase all of the Securities which the Selling Holders and each Investor desire to transfer pursuant to this Section 3, then the number of Securities to be transferred which each Holder shall be permitted to transfer to such transferee(s) shall be the same proportion of the aggregate number of Securities as the number of Securities held by such Holder bear to all Securities held by the Selling Holders and all Investors desiring to participate in the transfer to the transferee(s).
(c) Notwithstanding anything to the contrary contained in Section 3(a) or (b), in the event that the Securities to be transferred include shares of Common Stock, Investors holding Warrants shall be entitled to participate in the sale of such Common Stock based on the number of Warrant Shares issuable upon exercise of all their Warrants, and shall exercise such number of Warrants prior to the proposed transfer as may be necessary to deliver the requisite number of shares of Common Stock to the proposed transferee, unless the proposed transferee desires to purchase such number of Warrants rather than the underlying shares of Common Stock. Any such purchase of Warrants shall be on the same terms and conditions set forth in the Sale Notice with respect to Common Stock, except that the price payable by the transferee(s) for Warrants shall be net of the exercise price then effective under such Warrants.
(d) Each Investor may exercise its right under this Section 3 by written notice to the Selling Holder(s) who gave the Sale Notice given within ten (10) days after the date on which such Investor receives the Sale Notice.
Tag-Along Right. (a) If Galesi shall receive a bona fide written offer from a third party (the "Buyer") to purchase or otherwise transfer for value an aggregate of 50% or more of the issued and outstanding GTI Common Stock, he shall so notify AMNEX (the "Tag Along Notice") and thereupon AMNEX shall have the right to require Galesi, as a condition to his sale of shares of GTI Common Stock to the Buyer, to cause the Buyer to purchase such number of shares of GTI Common Stock held by AMNEX (subject to the limitation in paragraph (b) hereof) as it may designate by written notice ("Notice of Election") delivered to Galesi within twenty (20) days following the date of the Tag Along Notice. Galesi shall notify the Buyer of the requirements of this Section 6.8 and shall transmit a copy of the Notice of Election to the Buyer. The purchase price for the shares of GTI Common Stock designated in AMNEX's Notice of Election shall be equal to the price per share offered by the Buyer for the shares of GTI Common Stock subject to the offer of the Buyer. Such price offered by the Buyer shall be deemed to include any consideration received or to be received, directly or indirectly, by Galesi or any affiliate thereof in addition to the stated purchase price for the shares of GTI Common Stock other than in exchange for good, valuable and fair consideration. 24
(b) In the event the Buyer is unwilling to purchase all of the shares of GTI Common Stock set forth in the Notice of Election, then it shall acquire that number of shares of GTI Common Stock subject to the bona fide written offer (or greater number as the Buyer shall agree) from Galesi and AMNEX according to their pro rata interest, which shall mean the aggregate number of shares of GTI Common Stock to be purchased multiplied by a fraction, the numerator of which shall equal the number of shares of GTI Common Stock offered to be purchased by the Buyer (with respect to Galesi) or the number of shares of GTI Common Stock set forth in the Notice of Election (with respect to AMNEX) and the denominator of which shall equal the total number of shares of GTI Common Stock so offered to be purchased or set forth in the Notice of Election.
(c) In the event of any sale in violation of the provisions of this Section 6.8, at the election of AMNEX, Galesi shall purchase from AMNEX the number of shares of GTI Common Stock as AMNEX may have designated by its Notice of Election, at the purchase price calculated as set forth herein, and to hold AMNEX harm...
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.