Tag-Along Right Sample Clauses
A Tag-Along Right is a contractual provision that protects minority shareholders by allowing them to join in, or "tag along" with, a sale of shares by majority shareholders to a third party. When the majority owners decide to sell their stake, minority shareholders have the right to sell their shares on the same terms and conditions as the majority. This ensures that minority investors are not left behind or forced to remain in the company under new ownership, thereby safeguarding their interests and ensuring fair treatment in exit scenarios.
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Tag-Along Right. (a) Other than in connection with an IPO as contemplated by Section 4.4 and in connection with a Foreclosure Transfer, if at any time after the third (3rd) anniversary of the Effective Date and prior to an IPO of such Party (as defined herein), a Party proposes to Transfer all or any portion of its Asset Interests, whether in a single or series of related transactions, that constitute greater than thirty-five percent (35%) of such Party’s total Asset Interests held as of the Effective Date to a Third Party purchaser or purchasers (a “Proposed Sale”), after complying with Section 4.3, the Transferring Party shall furnish to the other Parties (the “Non-Initiating Parties”) a written notice of such Proposed Sale (the “Tag-Along Notice”) and provide the Non- Initiating Parties the opportunity to participate in such Proposed Sale on the terms described in this Section 4.2 to the extent of their respective ownership interests in the assets to be transferred in such Proposed Sale. The Tag-Along Notice will include:
(i) the material terms and conditions of the Proposed Sale, including (A) the Asset Interests to be Transferred, (B) the name of the proposed transferee (the “Proposed Transferee”), (C) the proposed amount and form of consideration (including the proposed price on a per Working Interest percentage basis based on an allocation of value by applicable Leases, Wellpads, and other applicable Assets, which will include an allocation to individual producing ▇▇▇▇▇ and undeveloped acreage based on the bona fide third party offer), and (D) the proposed Transfer date, if known, which date shall not be less than forty-five (45) Business Days after delivery of such Tag-Along Notice; and
(ii) an invitation to the Non-Initiating Party to participate in such Proposed Sale at the same per Working Interest percentage price per applicable Asset, for the same form of consideration and on the same terms and conditions as those offered to the Transferring Party in the Proposed Sale. The Transferring Party will deliver or cause to be delivered to the Non-Initiating Party copies of all transaction documents relating to the Proposed Sale as promptly as practicable after they become available.
(b) A Non-Initiating Party must exercise the tag-along rights provided by this Section 4.2 within twenty (20) Business Days following delivery of the Tag-Along Notice by delivering a notice (the “Tag-Along Offer”) to the Transferring Party indicating its desire to exercise its tag-along r...
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. Subject to the terms and conditions specified in this Section 6, in the event that any Stockholder owning in the aggregate at least ten percent (10%) of the outstanding Securities (a “Significant Stockholder”) proposes to Transfer ten percent (10%) or more of the Subject Shares then owned by such Significant Stockholder (other than to the Corporation or a Permitted Transferee of such Significant Stockholder), such Significant Stockholder hereby grants to each Stockholder a tag-along right with respect to such Transfers of Subject Shares by the Significant Stockholder. Each time a Significant Stockholder proposes to Transfer any Subject Shares pursuant to this Section 6, the Significant Stockholder shall comply with the following provisions:
(a) The Significant Stockholder shall deliver a written notice (“Tag-Along Notice”) to the other Stockholders stating (i) his bona fide intention to Transfer such Subject Shares, (ii) the proposed purchaser of the Subject Shares, (iii) the number of such Subject Shares to be sold, and (iv) the price and terms, if any, upon which he proposes to sell such Subject Shares. By written notification received by the Significant Stockholder within fifteen (15) days after receipt of the Tag-Along Notice, each Stockholder may elect to sell, at the price and on the terms specified in the Tag-Along Notice, up to that portion of such Subject Shares which equals the proportion that the number of Securities of the Corporation issued and held by such Stockholder bears to the total number of Securities, on a Common Share Equivalent Basis, of the Corporation then outstanding as of the date of the Tag-Along Notice. The Significant Stockholder shall not consummate any Transfer of Subject Shares to which this Section 6 is applicable unless the purchasers simultaneously purchase all of the Securities that the Stockholders have elected to sell pursuant to this Section 6(a).
(b) If the Stockholders do not elect to exercise their rights to sell Subject Shares in any transaction specified in the Tag-Along Notice as provided in Section 6(a) hereof, the Significant Stockholder may, during the thirty (30)-day period following the delivery of the Tag-Along Notice, sell the Subject Shares proposed to be sold pursuant to the Tag-Along Notice upon the terms specified in the Tag-Along Notice. Any of the Subject Shares proposed to be sold pursuant to the Tag-Along Notice which have not been sold within said thirty (30)-day period shall again be subject to...
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) 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. (a) Prior to an IPO, in the event the Drag-Along Right is not exercised but AIG elects to Sell in a transaction with any Person or group (within the meaning of Section 13(d) of the Exchange Act) of Persons (such Person or group, a “Tag-Along Acquirer”) any of the shares of Company Common Stock then Beneficially Owned by AIG (a “Tag-Along Sale”), then (i) AIG shall deliver to the Stockholder a written notice with respect to such Tag-Along Sale (a “Tag- Along Notice”) and (ii) the Stockholder shall have the right to participate as a seller in the Tag- Along Sale on the same terms and conditions as AIG in accordance with the provisions of this Section 5.3.
(b) The Tag-Along Notice will include the material terms and conditions of the Tag- Along Sale, including (i) the identity of the Tag-Along Acquirer, (ii) the aggregate transaction value, the per share price and the form of consideration (or the right to elect the form of consideration) to be received by AIG and the Stockholder and any other material terms and conditions of the proposed Tag-Along Sale (which per share price and form of consideration (or the right to elect the form of consideration) and other material terms and conditions shall be the same for AIG and the Stockholder and, if such consideration consists in part or in whole of properties, assets or rights other than cash, AIG will provide such information relating to such non-cash consideration as is available to AIG (provided that information available to AIG upon request shall be deemed to be available) and the Stockholder may reasonably request in order to evaluate such non-cash consideration), (iii) the date of anticipated closing of the proposed Tag- Along Sale (which shall not be less than ten (10) Business Days after the date the Tag-Along Notice is delivered), (iv) a percentage, expressed as a fraction, the numerator of which is the number of shares of Company Common Stock which AIG intends to Sell in such Tag-Along Sale and the denominator of which is the total number of outstanding shares of Company Common Stock then Beneficially Owned by AIG and (v) copies of the definitive transaction documents relating to the Tag-Along Sale.
(c) The Stockholder shall have the right, exercisable by delivery of a notice to AIG at any time within ten (10) Business Days after receipt of the Tag-Along Notice (the “Tag-Along Exercise Notice”), to elect to Sell in connection with the Tag-Along Sale, and on the terms and conditions set forth in the Tag-Al...
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.
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.