Tag-Along Right of the Investor Clause Samples
Tag-Along Right of the Investor. (a) In the event that the Investor does not exercise its right of first refusal, as provided in Article 5.2 above, the Investor shall have the right (the “Tag Along Right”) to sell some or all of the Equity Securities (at its sole discretion) held by the Investor in the proposed Transfer by the Transferring Shareholder at the same price per Equity Security (which shall not be less than the ROFR Price) and on the same terms and conditions on which the Transferring Shareholder proposes to transfer the Transfer Shares.
(b) If the Investor desires to exercise its Tag Along Right, it shall exercise the said right by giving the Transferring Shareholder a written notice (“Tag Along Exercise Notice”) to that effect within the ROFR Period, specifying the number of Equity Securities held by it with respect to which it has elected to exercise its Tag Along Right, (the “Tag Along Shares”) and upon giving such Tag Along Exercise Notice, the Investor shall be deemed to have effectively exercised its Tag Along Right.
(c) In the event the Investor decides to exercise the Tag Along Right, the Transferring Shareholder shall cause the proposed transferee to purchase from the Investor, the Tag Along Shares at the same price per Equity Security at which the Transfer Shares are being purchased from the Transferring Shareholder. The Investor shall not be required to make any representation, provide any covenants or undertakings, grant any indemnifications or incur any obligations to the proposed transferee or any other Person (other than a representation on the clear title of the Tag Along Shares). The Transferring Shareholder shall ensure that all of the terms of the proposed Transfer offered by the proposed transferee are also offered to the Investor for the same consideration, provided that the Investor may, subject to applicable Law, choose to receive (in its absolute discretion) the cash equivalent of any such consideration which is in a form other than cash.
(d) If for any reason, the proposed transferee acquiring the Transfer Shares hereunder is unable to or refuses to acquire the Tag Along Shares in respect of which the Investor has exercised its Tag Along Right (or any part thereof) within 90 (Ninety) days from the Tag Along Exercise Notice, then, at the sole option of the Investor, the Transferring Shareholder shall not be entitled to Transfer any of the Transfer Shares held by them in the Company to such proposed transferee.
(e) If for any reason the proposed transfer...
Tag-Along Right of the Investor. (a) In addition to ROFR provided above, the Investor shall be entitled to participate in any transfer of the Shares of the Company by to any third party (“Third Party”) subject to the Lock-In restrictions on , (the "Tag Along Rights") under which such Third Party shall be required to purchase Investor Shares, in proportion to that transferred by and on the same terms and conditions provided that where as a result of such sale by _ , the shareholding of _ in the Company would fall below 51%, in such an event the Investor shall have a right to sell upto all the Shares then held by the Investor in the Company to such Third Party under its Tag Along Rights. shall be under an obligation to inform the Third Party of the Tag Along Rights of the Investor;
(b) In the event of an exercise of a Tag-Along Right, the Investor shall (i) provide relevant representations and warranties for its Investor Shares; (ii) shall receive the full consideration for such Shares in the manner as received by ; and (ii) be entitled to receive the cash equivalent of any non- cash consideration received by .
(c) Upon exercise of Tag Along Rights by Investor, shall be obliged to require the Third Party to purchase the relevant shareholding of the Investor at a price not less than the price that the Third Party has agreed to pay for the Shares. undertakes not to sell its Shares in the event that the Third Party refuses to satisfy the Tag Along Rights exercised by the Investor.