Tag-Along Rights. If any one or more stockholders of the Company, individually or in a Group (individually and collectively, as applicable, the "Selling Holder") engage in a Change in Control involving a sale of Shares (other than any sale to an Affiliate of such Selling Holder), the Stockholder shall have the right (a "Tag-Along Right") to participate in such transaction on the same material terms and conditions as the Selling Holder by including in such transaction the same percentage of the Stockholder's Shares (determined on a Fully Diluted Basis) as the percentage of Shares being sold by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), as follows: (a) The Company shall deliver to the Stockholder at least 14 days prior to consummating such Change of Control a written notice (a "Tag-Along Notice") of such transaction; provided, however, that (i) if 14 days' prior notice is not practicable, the Tag-Along Notice shall be given as many days prior to such transaction as is practicable; and (ii) the Stockholder shall keep any information regarding the proposed transaction strictly confidential. (b) If the Stockholder desires to participate in such transaction, the Stockholder must deliver to the Selling Holder, within 7 days of receiving a Tag-Along Rights Notice, written notice (a "Participation Notice") of the Stockholder's desire to participate in such transaction. If the Stockholder does not deliver to the Selling Holder a Participation Notice with respect to such Tag-Along Right within the applicable time period, the Stockholder shall be treated as having waived his right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction on the terms contained in the Tag-Along Rights Notice (c) The Stockholder shall cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor of the Change of Control. (d) Each of the Selling Holders and any other party to any such transaction shall have the right, in its sole discretion, at all times prior to consummation of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tag-Along Rights in respect of such transaction pursuant to this Section 6 shall become null and void, and neither the Selling Holder nor any other such party shall have any liability or obligation to the Stockholder with respect thereto. Nothing herein shall be construed to obligate the Selling Holder to accept any offer or terms for, or to consummate, any Change in Control or other transaction. (e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.
Appears in 6 contracts
Samples: Management Stockholder's Agreement (Iggys House, Inc.), Management Stockholder's Agreement (Iggys House, Inc.), Management Stockholder's Agreement (Iggys House, Inc.)
Tag-Along Rights. If any one (a) After the occurrence a Standstill Termination Event, except for transfers effected on an Exchange, if a Senior Management Shareholder or more stockholders a Stockholder who holds no less than 51% of the Companyoutstanding Common Stock of the Company (the “Selling Stockholder”) proposes to Transfer any shares of its Common Stock to a Third Party Purchaser (the “Proposed Transferee”) and the Selling Stockholder cannot or has not elected to exercise its drag-along rights set forth in Section 14, individually or each other Stockholder (each, a “Tag-along Stockholder”) shall be permitted to participate in such Transfer (a Group “Tag-along Sale”) on the terms and conditions set forth in this Section 15.
(individually and collectively, as applicable, b) Prior to the "Selling Holder") engage consummation of any such Transfer of Common Stock described in a Change in Control involving a sale of Shares (other than any sale to an Affiliate of such Selling HolderSection 15(a), the Selling Stockholder shall deliver to the Company and each other Stockholder a written notice (a “Sale Notice”) of the proposed Tag-along Sale subject to this Section 15 no later than 10 Business Days prior to the execution of an agreement for a Tag-along Sale. The Sale Notice shall make reference to the Tag-along Stockholders’ rights hereunder and shall describe in reasonable detail:
(i) the aggregate number of shares of Common Stock the Proposed Transferee has offered to purchase.
(ii) the identity of the Proposed Transferee;
(iii) the proposed date, time and location of the closing of the Tag-along Sale;
(iv) the per share purchase price and the other material terms and conditions of the Transfer, including a description of any non-cash consideration in sufficient detail to permit the valuation thereof; and
(v) a copy of any form of agreement proposed to be executed in connection therewith.
(c) Each Tag-along Stockholder shall exercise its right to participate in a Transfer of Common Stock by the Selling Stockholder subject to this Section 15 by delivering to the Selling Stockholder a written notice (a “Tag-along Notice”) stating its election to do so and specifying the number of shares of Common Stock to be Transferred by it no later than five Business Days after receipt of the Sale Notice (the “Tag-along Period”). The offer of each Tag-along Stockholder set forth in a Tag-along Notice shall be irrevocable, and, to the extent such offer is accepted, such Tag-along Stockholder shall be bound and obligated to Transfer in the proposed Transfer on the terms and conditions set forth in this Section 15. The Selling Stockholder and each Tag-along Stockholder shall have the right to Transfer in a Transfer subject to this Section 15 the number of shares of Common Stock equal to the product of (x) the aggregate number of shares of Common Stock the Proposed Transferee proposes to buy as stated in the Sale Notice and (y) a "Tag-Along Right"fraction (A) the numerator of which is equal to participate in such transaction on the same material terms number of shares of Common Stock and conditions as the Selling Holder by including in such transaction the same percentage of the Stockholder's Shares (determined on a Fully Diluted Basis) as the percentage of Shares being sold Common Stock Equivalents then held by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), as follows:
(a) The Company shall deliver to the Stockholder at least 14 days prior to consummating such Change of Control a written notice (a "Tag-Along Notice") of such transaction; provided, however, that (i) if 14 days' prior notice is not practicable, the Tag-Along Notice shall be given as many days prior to such transaction as is practicable; and (ii) the Stockholder shall keep any information regarding the proposed transaction strictly confidential.
(b) If the Stockholder desires to participate in such transaction, the Stockholder must deliver to the Selling Holder, within 7 days of receiving a Tag-Along Rights Notice, written notice (a "Participation Notice") of the Stockholder's desire to participate in such transaction. If the Stockholder does not deliver to the Selling Holder a Participation Notice with respect to or such Tag-Along Right within the applicable time period, the Stockholder shall be treated as having waived his right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction on the terms contained in the Tag-Along Rights Notice
(c) The Stockholder shall cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation)along Stockholder, as the Selling Holder case may reasonably request in order be, and (B) the denominator of which is equal to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to number of shares of Common Stock and vote in favor Common Stock Equivalents then held by all of the Change Stockholders (including, for the avoidance of Controldoubt, the Selling Stockholder).
(d) Each Tag-along Stockholder who does not deliver a Tag-along Notice in compliance with Section 15(c) above shall be deemed to have waived all of such Tag-along Stockholder’s rights to participate in such Transfer, and the Selling Holders and Stockholder shall (subject to the rights of any other party to any such transaction shall have the right, in its sole discretion, at all times prior to consummation of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all participating Tag-Along Rights along Stockholder) thereafter be free to Transfer to the Proposed Transferee its shares of Common Stock at a per share price that is no greater than the per share price set forth in respect of such transaction pursuant the Sale Notice and on terms and conditions which are not materially more favorable to this Section 6 shall become null and void, and neither the Selling Holder nor Stockholder than those set forth in the Sale Notice without any other such party shall have any liability or further obligation to the Stockholder with respect thereto. Nothing herein shall be construed to obligate the Selling Holder to accept any offer or terms for, or to consummate, any Change in Control or other transactionnon-accepting Tag-along Stockholders.
(e) This Each Tag-along Stockholder participating in a Transfer pursuant to this Section 6 15 shall terminate immediately receive the same consideration per share as the Selling Stockholder after deduction of such Tag-along Stockholder’s proportionate share of the consummation related expenses in accordance with Section 15(g) below.
(f) Each Tag-along Stockholder shall make or provide the same representations, warranties, covenants, and agreements as the Selling Stockholder makes or provides in connection with the Tag-along Sale (except that in the case of representations, warranties, covenants, and agreements pertaining specifically to the Selling Stockholder, the Tag-along Stockholder shall make the comparable representations, warranties, covenants, indemnities and agreements pertaining specifically to itself); provided, that all representations, warranties, and covenants shall be made by the Selling Stockholder and each Tag-along Stockholder severally and not jointly and provided further that no Tag-along Stockholder shall have any indemnification obligation to the Proposed Transferee other than in respect of actions taken or defaults caused by such Tag-along Stockholder.
(g) The Selling Stockholder and each Tag-along Stockholder shall be responsible for its own expenses.
(h) Each Tag-along Stockholder shall take all actions as may be reasonably necessary to consummate the Tag-along Sale, including entering into agreements and delivering certificates and instruments, in each case consistent with the agreements being entered into and the certificates being delivered by the Selling Stockholder.
(i) The Selling Stockholder shall have 120 Business Days following the expiration of the Tag-along Period in which to Transfer the shares of Common Stock described in the Sale Notice, on the terms set forth in the Sale Notice (which such 120 Business Day period may be extended for a Change reasonable time not to exceed 180 Business days to the extent reasonably necessary to obtain any Government Approvals). If at the end of Control such 120 Business day period, the Selling Stockholder has not completed such Transfer, the Selling Stockholder may not then effect a Transfer of Common Stock subject to this Section 15 without again fully complying with the provisions of this Section 15.
(j) If the Selling Stockholder Transfers to the Proposed Transferee any of its shares of Common Stock in breach of this Section 15, then each Tag-along Stockholder shall have the right to Transfer to the Selling Stockholder, and the Selling Stockholder undertakes to purchase from each Tag-along Stockholder, the number of shares of Common Stock that such Tag-along Stockholder would have had the right to Transfer to the Proposed Transferee pursuant to this Section 15, for a per share amount and form of consideration and upon the terms and conditions on which the Proposed Transferee bought such Common Stock from the Selling Stockholder, and without indemnity being granted by any Tag-along Stockholder to the Selling Stockholder; provided, that, nothing contained in this Section 15 shall preclude any Stockholder from seeking alternative remedies against such Selling Stockholder as a result of its breach of this Section 15. The Selling Stockholder shall also reimburse each Tag-along Stockholder for any and all reasonable and documented out-of-pocket fees and expenses, including reasonable legal fees and expenses, incurred pursuant to the exercise or an Initial Public Offeringthe attempted exercise of the Tag-along Stockholder’s rights.
Appears in 4 contracts
Samples: Standby Stock Purchase Agreement, Standby Stock Purchase Agreement (Federal Life Group, Inc.), Standby Stock Purchase Agreement (Federal Life Group, Inc.)
Tag-Along Rights. If (i) At least 30 days prior to any one Transfer (other than an Exempted Transfer) by any MDCP Co-Investor or more stockholders its Permitted Transferees of Ordinary Shares, such MDCP Co-Investor or the Company, individually or in Company shall deliver a Group written notice (individually and the "Sale Notice") to each other Investor (collectively, as applicable, the "Selling HolderOther Investors") engage specifying in reasonable detail the identity of the prospective transferee(s), the number of Ordinary Shares to be transferred and the terms and conditions of the proposed Transfer.
(ii) Upon receipt of the Sale Notice, the Other Investors may elect to participate in the contemplated Transfer by delivering written notice to the Board within 15 days after delivery of the Sale Notice. Such participation shall be based on the pro rata share represented by the Ordinary Shares owned by each Investor participating in such Transfer relative to the aggregate number of all Ordinary Shares and Class D Convertible Shares owned by Persons participating in such Transfer. If the Other Investors have not elected to participate in the contemplated Transfer (through notice to such effect or expiration of the 15-day period after delivery of the Sale Notice), then the MDCP Co-Investor proposing to make such Transfer and its Permitted Transferee may Transfer the Ordinary Shares specified in the Sale Notice at a Change price and on terms no more favorable to the transferee(s) thereof than specified in Control involving the Sale Notice during the 90-day period immediately following the date of the delivery of the Sale Notice. The Ordinary Shares of the MDCP Co-Investor and its Permitted Transferees not Transferred within such 90-day period shall be subject to the provisions of this paragraph 7C upon subsequent Transfer thereof.
(iii) The MDCP Co-Investor and any Permitted Transferee proposing to Transfer Ordinary Shares shall use reasonable best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Other Investors who have elected to participate in any contemplated Transfer, and shall not Transfer any of its Ordinary Shares to any prospective transferee if such prospective transferee(s) declines to allow the participation of the Other Investors to the extent permitted by this paragraph 7C. Each Investor transferring Ordinary Shares pursuant to this paragraph 7C shall pay its pro rata share (determined on a sale pro rata basis, based upon the number of Ordinary Shares transferred) of the expenses incurred by the Investors and the Company in connection with such Transfer and shall be obligated to join in any terms, conditions, warranties, representations, covenants, undertakings, indemnities and other obligations that the MDCP Co-Investor, any of its Permitted Transferees, the Board or the Company agrees to provide in connection with such Transfer (other than any sale such obligations that relate specifically to an Affiliate of a particular Investor such Selling Holder), the Stockholder shall have the right (a "Tag-Along Right") to participate in such transaction on the same material terms and conditions as the Selling Holder by including in such transaction the same percentage of the Stockholder's Shares (determined on a Fully Diluted Basis) as the percentage of Shares being sold by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), as follows:
(a) The Company shall deliver to the Stockholder at least 14 days prior to consummating such Change of Control a written notice (a "Tag-Along Notice") of such transaction; provided, however, that (i) if 14 days' prior notice is not practicable, the Tag-Along Notice shall be given as many days prior to such transaction as is practicable; and (ii) the Stockholder shall keep any information regarding the proposed transaction strictly confidential.
(b) If the Stockholder desires to participate in such transaction, the Stockholder must deliver to the Selling Holder, within 7 days of receiving a Tag-Along Rights Notice, written notice (a "Participation Notice") of the Stockholder's desire to participate in such transaction. If the Stockholder does not deliver to the Selling Holder a Participation Notice indemnification with respect to representations and warranties given by an Investor regarding such Tag-Along Right within the applicable time periodshareholder's title to and ownership of Ordinary Shares, the Stockholder which such Investor shall be treated required to provide only with respect to itself and its Ordinary Shares); provided that no Investor shall be obligated in connection with such Transfer to agree to indemnify or hold harmless the transferees with respect to an amount in excess of the net proceeds paid to such Investor in connection with such Transfer; provided further that, without limiting the obligations of any other Investor, no Investor shall be required to provide any indemnification (other than indemnification with respect to representations and warranties given by such Investor regarding such Investor's title to and ownership of Ordinary Shares) that would violate any provision of such Investor's constitutive documents as having waived his right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction effect on the terms contained in the Tag-Along Rights Notice
(c) The Stockholder shall cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor date of the Change of Controlthis Agreement.
(d) Each of the Selling Holders and any other party to any such transaction shall have the right, in its sole discretion, at all times prior to consummation of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tag-Along Rights in respect of such transaction pursuant to this Section 6 shall become null and void, and neither the Selling Holder nor any other such party shall have any liability or obligation to the Stockholder with respect thereto. Nothing herein shall be construed to obligate the Selling Holder to accept any offer or terms for, or to consummate, any Change in Control or other transaction.
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.
Appears in 3 contracts
Samples: Exchange and Shareholders Agreement, Exchange and Shareholders Agreement (JSG Acquisitions I), Exchange and Shareholders Agreement (JSG Acquisitions I)
Tag-Along Rights. If any one or more stockholders of Unless the CompanyExisting Stockholders Representative elects to exercise its rights pursuant to Section 7.14, individually or if the Existing Stockholders Representative (solely in a Group its capacity as an Existing Stockholder) (individually and collectively, as applicablein such capacity, the "Selling Holder"“Transferring Stockholder”) engage in proposes to assign a Change in Control involving portion of its rights under this Agreement to a sale of Shares third-party (other than any sale to an Affiliate of such Selling Holder)Person, the Stockholder shall have the right (a "“Prospective Purchaser,” and such transaction, a “Tag-Along Right"Sale”), then, prior to proceeding with such Tag-Along Sale, the Transferring Stockholder will deliver to the other Existing Stockholders (the “Other Existing Stockholders”) a written notice stating that the Transferring Stockholder proposes to participate in such transaction assign a portion of its rights under this Agreement and the consideration to be paid by the Prospective Purchaser. Each Other Existing Stockholder may elect to assign a portion its rights under this Agreement on the same material terms and conditions as the Selling Holder by including in such transaction the same percentage of the Transferring Stockholder's Shares . Within ten (determined on a Fully Diluted Basis10) as the percentage of Shares being sold by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), as follows:
(a) The Company shall deliver to the Stockholder at least 14 days prior to consummating such Change of Control a written notice (a "Tag-Along Notice") after receipt of such transaction; providedwritten notice, however, that (i) if 14 days' prior notice is not practicable, the Tag-Along Notice shall be given as many days prior to such transaction as is practicable; and (ii) the an Other Existing Stockholder shall keep any information regarding the proposed transaction strictly confidential.
(b) If the Stockholder desires elects to participate in such transactionTag-Along Sale, the such Other Existing Stockholder must will deliver written notice to the Selling HolderTransferring Stockholder stating the rights to be assigned by such Other Existing Stockholder. If the Prospective Purchaser will not acquire all of the rights of the Transferring Stockholder and the electing Other Existing Stockholders, within 7 days then the rights proposed to be assigned by the Transferring Stockholder and the electing Other Existing Stockholders will be ratably reduced to that which the Prospective Purchaser is willing to acquire. Each electing Other Existing Stockholder will take all actions requested by the Transferring Stockholder in connection with the consummation of receiving a Tag-Along Rights NoticeSale, written notice (a "Participation Notice") including the execution of all agreements, documents and instruments in connection therewith requested by the Transferring Stockholder of such Other Existing Stockholder. The Transferring Stockholder and the electing Other Existing Stockholders will bear their Applicable Percentage of the Stockholder's desire to participate in such transaction. If the Stockholder does not deliver to the Selling Holder costs of a Participation Notice with respect to such Tag-Along Right within the applicable time period, the Stockholder shall be treated as having waived his right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction on the terms contained in the Tag-Along Rights Notice
(c) The Stockholder shall cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor of the Change of ControlSale.
(d) Each of the Selling Holders and any other party to any such transaction shall have the right, in its sole discretion, at all times prior to consummation of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tag-Along Rights in respect of such transaction pursuant to this Section 6 shall become null and void, and neither the Selling Holder nor any other such party shall have any liability or obligation to the Stockholder with respect thereto. Nothing herein shall be construed to obligate the Selling Holder to accept any offer or terms for, or to consummate, any Change in Control or other transaction.
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.
Appears in 3 contracts
Samples: Income Tax Receivable Agreement (AdvancePierre Foods Holdings, Inc.), Income Tax Receivable Agreement (AdvancePierre Foods Holdings, Inc.), Income Tax Receivable Agreement (AdvancePierre Foods Holdings, Inc.)
Tag-Along Rights. If (a) Notwithstanding anything in this Agreement to the contrary, except in the case of (i) transfers to a Permitted Transferee referred to in Section 7.2 and (ii) transactions subject to Section 8.2, the Buyer shall not sell, dispose of or otherwise transfer any one shares of Common Stock, options, warrants or more stockholders rights to subscribe for or purchase shares of Common Stock, unless, prior to the consummation thereof, NRG shall have been afforded the opportunity to join in such sale with respect to all of the Company, individually or in a Group (individually and collectivelyshares of Common Stock owned by NRG, as applicablehereinafter provided in this Section 8.3.
(b) Prior to consummation of any proposed sale, the "Selling Holder"disposition or transfer of shares of Common Stock (or options, warrants or rights) engage described in a Change in Control involving a sale of Shares (other than any sale to an Affiliate of such Selling HolderSection 8.3(a), the Stockholder Buyer (the "Disposing Stockholder") shall have cause the right person or group that proposes to acquire such shares (a the "Tag-Along RightProposed Purchaser") to participate offer NRG in such transaction writing ("Purchase Offer") the right to sell all of the shares of Common Stock (or options, warrants or rights) owned by NRG. The Purchase Offer shall be accompanied by a copy of the Proposed Purchaser's final offer to the Disposing Stockholder. If the Purchase Offer is accepted by NRG, then the number of shares of Common Stock (or options, warrants or rights) to be sold to the Proposed Purchaser by the Disposing Stockholder shall be reduced by the aggregate number of shares of Common Stock (or options, warrants or rights) to be purchased by the Proposed Purchaser from NRG pursuant thereto. Such purchase shall be made on the same material terms and conditions as the Selling Holder by including in such transaction the same percentage Proposed Purchaser shall have offered to purchase shares of the Stockholder's Shares (determined on a Fully Diluted Basis) as the percentage of Shares being Common Stock to be sold by the Selling Holder Disposing Stockholder (net, in such Change the case of Control (determined on a Fully Diluted Basisany options, warrants or rights, of any amounts required to be paid by the holder upon exercise thereof), as follows:
(a) The Company shall deliver to the Stockholder at least 14 days prior to consummating such Change of Control a written notice (a "Tag-Along Notice") of such transaction; provided, however, that (i) if 14 days' prior notice is the valuation of NRG's Common Stock shall take into account not practicableonly the consideration received by the Buyer for its Common Stock but also only consideration received by the Buyer or its Affiliates for the sale, the Tag-Along Notice shall be given as many days prior to such transaction as is practicable; and (ii) the Stockholder shall keep transfer or disposition of any information regarding the proposed transaction strictly confidential.
(b) If the Stockholder desires to participate in such transactionownership or other interests, the Stockholder must deliver to the Selling Holdercontract rights, within 7 days of receiving a Tag-Along Rights Notice, written notice (a "Participation Notice") permits or any other asset of the Stockholder's desire to participate in such transaction. If the Stockholder does not deliver to the Selling Holder a Participation Notice Buyer or its Affiliates with respect to such Tag-Along Right within its investment in the applicable time period, the Stockholder shall be treated as having waived his right Company related to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment or contemplated by the Stockholder to participate in the transaction on the terms contained in the Tag-Along Rights Notice
(c) The Stockholder shall cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor of the Change Buyer's Common Stock. NRG shall have 30 days from the date of Control.
(d) Each receipt of the Selling Holders Purchase Offer during which to accept such Purchase Offer, and any other party to any such transaction shall have the right, in its sole discretion, at all times prior to consummation closing of such transaction to abandon, rescind, annul, withdraw purchase shall occur within 30 days after such acceptance or otherwise terminate at such transaction whereupon all Tag-Along Rights in respect of such transaction pursuant to this Section 6 shall become null other time as NRG and void, and neither the Selling Holder nor any other such party shall have any liability or obligation to the Stockholder with respect thereto. Nothing herein shall be construed to obligate the Selling Holder to accept any offer or terms for, or to consummate, any Change in Control or other transactionProposed Purchaser may agree.
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.
Appears in 3 contracts
Samples: Contribution and Stockholders Agreement (Calpine Corp), Contribution and Stockholders Agreement (NRG Energy Inc), Contribution and Stockholders Agreement (NRG Energy Inc)
Tag-Along Rights. If (a) If, after compliance with the terms and conditions of Section 9.3, any one or more stockholders of Member (the Company, individually or in a Group (individually and collectively, as applicable, the "Selling Holder") engage in a Change in Control involving a sale of Shares (other than any sale to an Affiliate of such Selling Holder), the Stockholder shall have the right (a "“Tag-Along Right"Seller”) proposes to participate in Transfer all or any portion of its Common Units to any Person other than a Permitted Transferee of such transaction on Tag-Along Seller (such Person, the same material terms and conditions as “Third-Party Buyer”; such Transfer, the Selling Holder by including in such transaction the same percentage of the Stockholder's Shares (determined on a Fully Diluted Basis) as the percentage of Shares being sold by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis“Tag-Along Sale”), as follows:
then not less than forty-five (a45) The Company shall deliver to the Stockholder at least 14 calendar days prior to consummating the consummation of any such Change of Control Tag-Along Sale, the Tag-Along Seller shall provide to the other Member (the “Tag-Along Rightholder”) and the Company a written notice (a "“Tag-Along Notice"”) of such transaction; provided, however, that specifying in reasonable detail (i) if 14 days' prior notice is not practicablethe portion of its Common Units to be Transferred to the Third-Party Buyer (the “Tag-Along Triggering Units”), (ii) the purchase price (including an estimate, in the Tag-Along Notice shall Seller’s reasonable and good faith judgment, of the fair market value of any non-cash consideration) and form of consideration (including any potential purchase price adjustments or deferred consideration payments) to be given paid by the Third-Party Buyer, (iii) the closing date of the Tag-Along Sale, (iv) the identity and address of the Third-Party Buyer (and, to the extent material, the direct and indirect beneficial owners of such Third-Party Buyer), (v) all transaction documents related to the Tag-Along Sale and (vi) all other relevant information as many days prior to such proposed transaction as is practicable; and (ii) may be reasonably necessary for the Stockholder shall keep any information regarding Tag-Along Rightholder to determine whether or not to participate in the proposed transaction strictly confidentialTag-Along Sale.
(b) If The Tag-Along Rightholder shall have the Stockholder desires right, but not the obligation, to participate in such transaction, the Stockholder must deliver to the Selling Holder, within 7 days of receiving a Tag-Along Rights Notice, Sale on the terms and conditions set forth in such Tag-Along Notice by delivering written notice (a "Participation the “Tag-Along Acceptance Notice"”) of the Stockholder's desire to participate in such transaction. If the Stockholder does not deliver to the Selling Holder a Participation Tag-Along Seller prior to 5:00 P.M. (Eastern Time) on the twentieth (20th) calendar day after the date on which such Tag-Along Notice is delivered to the Tag-Along Rightholder and the Company (the “Tag-Along Expiration Date”); provided that the Tag-Along Rightholder may waive its tag-along rights under this Section 9.5 with respect to such Tag-Along Right within Sale prior to the expiration of such twenty (20)-calendar day period by giving written notice thereof to the Tag-Along Seller and the Company (and failure to deliver a Tag-Along Acceptance Notice by the Tag-Along Expiration Date will constitute a waiver of such Tag-Along Rightholder’s tag-along rights under this Section 9.5 with respect to such Tag-Along Sale). The Tag-Along Acceptance Notice shall specify the number of Common Units that the Tag-Along Rightholder elects to Transfer in connection with such Tag-Along Sale (the “Tag-Along Units”) up to a maximum number of Common Units held by such Tag-Along Rightholder equal to the product of (i) the aggregate number of Common Units proposed to be sold by the Tag-Along Seller in such Tag-Along Sale multiplied by (ii) such Tag-Along Rightholder’s Common Percentage Interest determined as of the date of the applicable time periodTag-Along Notice. Subject to the other terms of this Section 9.5, the Stockholder shall be treated as having waived his right to participate in delivery of such transaction. The Participation Tag-Along Acceptance Notice shall constitute an irrevocable binding commitment by such Tag-Along Rightholder to Transfer the Stockholder to participate in the transaction on the terms contained number of Tag-Along Units specified in the Tag-Along Rights Acceptance Notice on the terms and conditions set forth in the Tag-Along Notice.
(c) The Stockholder shall cooperate If the Tag-Along Rightholder delivers the Tag-Along Acceptance Notice in accordance with Section 9.5(b), then (w) such Tag-Along Rightholder’s Tag-Along Units will be included in such transaction Tag-Along Sale and the Tag-Along Triggering Units to be Transferred by providing the Selling Holder Tag-Along Seller to the Third-Party Buyer in such Tag-Along Sale shall be reduced by the number of Tag-Along Units to be included, (x) such Tag-Along Seller (or any Affiliate thereof) may not Transfer any portion of the Tag-Along Triggering Units unless the Tag-Along Rightholder’s Tag-Along Units are also Transferred in connection with such Tag-Along Sale, (y) the Transfer by the Tag-Along Rightholder shall be on the same date and on terms and conditions as set forth in the Tag-Along Notice and at least as favorable to such Tag-Along Rightholder as the terms and conditions applying to the Tag-Along Seller in connection with such Tag-Along Sale, and (z) the following terms and conditions shall apply:
(i) each Tag-Along Rightholder shall deliver to the Third-Party Buyer (or to the Tag-Along Seller for delivery to the Third-Party Buyer) one or more instruments or certificates, properly endorsed for Transfer in accordance with the terms and conditions of such Tag-Along Notice applicable to the Tag-Along Rightholder, representing the portion of its Common Units to be Transferred in the Tag-Along Sale;
(ii) the Tag-Along Rightholder shall (A) take all materials actions which the Tag-Along Seller deems reasonably necessary or desirable to consummate such transaction, (B) be obligated to provide the same representations, warranties, covenants and agreements with respect to such Tag-Along Rightholder as provided by the Tag-Along Seller, and (C) join on a pro rata several and not joint basis (based on the relative consideration to be received in respect of the Common Units to be sold) in any indemnification obligations (including executed purchase participating in any escrow arrangements) that the Tag-Along Seller agrees to provide in connection with such Tag-Along Sale; provided, that, other than in the case of fraud, no Tag-Along Rightholder’s obligations for indemnification and sale agreements similar obligations shall exceed the aggregate cash proceeds received by, and stock Transfer documentation)any amount deposited into escrow on behalf of, as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shallsuch Tag-Along Rightholder, if provided an opportunity to do so, consent to and vote in favor on account of the Change Common Units sold in such Tag-Along Sale;
(iii) at the time of Controlconsummation of the Tag-Along Sale, the Tag-Along Seller shall cause the Third-Party Buyer to remit directly to the Tag-Along Rightholder that portion of the sale proceeds to which such Tag-Along Rightholder is entitled by reason of its participation in such Tag-Along Sale; and
(iv) the Tag-Along Rightholder and the Tag-Along Seller shall each pay its pro rata share (based upon the portion of the proceeds from the Tag-Along Sale to which each is entitled) of any reasonable and documented transaction costs associated with the Tag-Along Sale other than the legal expenses and selling commissions of the other participants in the Tag-Along Sale.
(d) Each of If the Selling Holders and any other party to any such transaction shall have the right, in its sole discretion, at all times prior to consummation of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tag-Along Rights Seller does not receive a Tag-Along Acceptance Notice from the Tag-Along Rightholder prior to the Tag-Along Expiration Date, the Tag-Along Seller shall have ninety (90) calendar days after the Tag-Along Expiration Date to consummate the proposed transaction identified in respect the Tag-Along Notice at substantially the same price and on substantially the same the terms and conditions set forth in the Tag-Along Notice. If (i) at the end of such ninety (90) calendar day period, the Tag-Along Seller has not consummated the proposed transaction pursuant or (ii) the principal terms and conditions of the proposed transaction identified in the applicable Tag-Along Notice (including terms and conditions with respect to the price to be paid for the Common Units proposed to be Transferred in such proposed transaction) shall change, in any material respect, from those described in the Tag-Along Notice, then the Tag-Along Seller shall again be obligated to comply with the provisions of this Section 6 shall become null and void, and neither the Selling Holder nor any other such party shall have any liability or obligation 9.5 with respect to the Stockholder with respect thereto. Nothing herein shall be construed to obligate the Selling Holder to accept any offer or terms for, or to consummate, any Change in Control or other transactionproposed Transfer.
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.
Appears in 3 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (SEACOR Marine Holdings Inc.), Joint Venture Contribution and Formation Agreement (SEACOR Marine Holdings Inc.)
Tag-Along Rights. a. If any one the Chairman or more stockholders of the Company, individually or in a Group his Affiliates (individually and collectively, as applicable, in such capacity, the "Selling Holder"“Transferring Stockholder”) engage proposes to directly or indirectly Transfer any Equity Securities of the Company in one or a Change in Control involving series of related transactions to a sale third party (the “Transferee”) which constitutes, or could reasonably be expected to result in, the Transfer of Shares at least 50% of the total Equity Securities of the Company held by the Chairman and his Affiliates, the Transferring Stockholder shall send a written notice to the Investor (other than any sale the “Transfer Notice”) at least forty-five (45) calendar days prior to an Affiliate the proposed closing of such Selling HolderTransfer between the Transferring Stockholder and the Transferee. The Transfer Notice shall state, (i) the name of the Transferring Stockholder, (ii) the name and address of the Transferee, (iii) the amount of Equity Securities to be Transferred (the “Offered Shares”), (iv) the Stockholder amount and form of the proposed consideration for the proposed Transfer and (v) the other terms and conditions of the proposed Transfer.
b. The Investor shall have the right (a "the “Tag-Along Right"”) but not the obligation to participate in such transaction on require the Transferee to purchase from the Investor, at the same material consideration per Share offered to the Transferring Stockholder and upon the same terms and conditions as to be paid and given to the Selling Holder by including Transferring Stockholder as set forth in such transaction the same percentage Transfer Notice, all or a portion of the Stockholder's Shares (determined on a Fully Diluted Basis) as the percentage of Shares being sold Equity Securities held by the Selling Holder in Investor.
c. For the Investor to exercise such Change Tag-Along Right, within twenty (20) calendar days after the delivery of Control (determined on a Fully Diluted Basis)the Transfer Notice, as follows:
(a) The Company the Investor shall deliver to a notice of such election (the Stockholder at least 14 days prior to consummating such Change of Control a written notice (a "“Tag-Along Notice"”) to the Transferring Stockholder, specifying the amount of such transaction; provided, however, that (i) if 14 days' prior notice is not practicable, the Equity Securities with respect to which it has elected to exercise its Tag-Along Right. Such Tag-Along Notice shall be given irrevocable and shall constitute a binding agreement by the Investor to Transfer such Equity Securities on the terms and conditions set forth in the Transfer Notice; provided however, in connection with any such Transfer from the Investor to the Transferee as many days prior contemplated hereunder, the Investor shall not be required to such transaction make any representation or warranty other than as is practicable; and (ii) to its own knowledge or indemnity regarding any matter concerning the Stockholder shall keep any information regarding business of the proposed transaction strictly confidentialCompany or its Subsidiaries.
(b) If d. Where the Stockholder desires Investor has properly elected to participate in such transaction, the Stockholder must deliver to the Selling Holder, within 7 days of receiving a Tag-Along Rights Notice, written notice (a "Participation Notice") of the Stockholder's desire to participate in such transaction. If the Stockholder does not deliver to the Selling Holder a Participation Notice with respect to such exercise its Tag-Along Right within and the applicable time period, proposed Transferee fails to purchase the Stockholder shall be treated as having waived his right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction on the terms contained Investor’s Equity Securities specified in the Tag-Along Rights Notice
(c) The Notice from the Investor, the Transferring Stockholder shall cooperate in such transaction by providing not make the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor of the Change of Control.
(d) Each of the Selling Holders and any other party to any such transaction shall have the right, in its sole discretion, at all times prior to consummation of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tag-Along Rights in respect of such transaction pursuant to this Section 6 shall become null and voidproposed Transfer, and neither the Selling Holder nor if any other Transfer is purported to be made, such party shall have any liability or obligation to the Stockholder with respect thereto. Nothing herein Transfer shall be construed to obligate the Selling Holder to accept any offer or terms for, or to consummate, any Change in Control or other transactionvoid and null ab initio.
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Xinyuan Real Estate Co., Ltd.), Securities Purchase Agreement (Xinyuan Real Estate Co., Ltd.)
Tag-Along Rights. If (a) In the event that any Stockholder (for purposes of this Section 6, a "Selling Stockholder") proposes to sell, exchange, transfer or in any other manner dispose of shares of Common Stock held by such Selling Stockholder, whether in one or more stockholders of the Company, individually transaction or in a Group series of related transactions (individually and collectivelyany of the foregoing, as applicablea "Sale"), the "Selling Holder") engage in a Change in Control involving a sale of Shares (other than any sale to an Affiliate of then such Selling Holder), the Stockholder shall have the right (a "Tag-Along Right") to participate in such transaction on the same material terms and conditions as the Selling Holder by including in such transaction the same percentage of the Stockholder's Shares (determined on a Fully Diluted Basis) as the percentage of Shares being sold by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), as follows:
(a) The Company shall deliver to the Stockholder at least 14 days prior to consummating such Change of Control a give written notice (a "Tag-Along Notice of Intention to Sell") to the Company setting forth in reasonable detail the terms and conditions of such proposed Sale. In the event that the terms and/or conditions set forth in the Notice of Intention to Sell are thereafter amended in any respect, the Selling Stockholder shall give written notice (an "Amended Notice") of such transaction; provided, however, that (i) if 14 days' prior notice is not practicablethe amended terms and conditions of the proposed Sale to the Company. Within three business days after its receipt of any Notice of Intention to Sell or any Amended Notice, the Tag-Along Notice Company shall be given as many days prior forward copies thereof to such transaction as is practicable; and (ii) each of the other Stockholders. The Selling Stockholder shall keep any provide additional information regarding with respect to the proposed transaction strictly confidentialSale as reasonably requested by the Stockholders.
(b) If Each Stockholder other than the Selling Stockholder desires to participate in such transactionshall have the right, the Stockholder must deliver exercisable upon written notice to the Selling HolderCompany within 20 days after such Stockholder's receipt of any Notice of Intention to Sell, or, if later, within 7 days of receiving a Tag-Along Rights such Stockholder's receipt of the most recent Amended Notice, written notice to participate in the proposed Sale by the Selling Stockholder to the proposed purchaser on the terms and conditions set forth in such Notice of Intention to Sell or the most recent Amended Notice, as the case may be (such participation rights being hereinafter referred to as "tag-along" rights). Each Stockholder may participate with respect to the shares of Common Stock owned by such Stockholder in an amount equal to the product obtained by multiplying (i) the aggregate number of shares of Common Stock owned by such Stockholder by (ii) a "Participation Notice") fraction, the numerator of which is equal to the Stockholder's desire number of shares of Common Stock proposed to be sold or transferred by the Selling Stockholder and the denominator of which is the aggregate number of shares of Common Stock owned by the Selling Stockholder and any other participating Stockholders or other holders who have been granted the same rights to participate in such transactionproposed Sale. If the Stockholder does Any Stockholders that have not deliver to the Selling Holder a Participation Notice with respect to such Tag-Along Right within the applicable time period, the Stockholder shall be treated as having waived his right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction on the terms contained in the Tag-Along Rights Notice
(c) The Stockholder shall cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor of the Change of Control.
(d) Each of the Selling Holders and any other party to any such transaction shall have the right, in its sole discretion, at all times prior to consummation of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tag-Along Rights in respect of such transaction pursuant to this Section 6 shall become null and void, and neither the Selling Holder nor any other such party shall have any liability or obligation to the Stockholder with respect thereto. Nothing herein shall be construed to obligate the Selling Holder to accept any offer or terms for, or to consummate, any Change in Control or other transaction.
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.notified the
Appears in 2 contracts
Samples: Stockholders' Agreement (Medcath Corp), Stockholders' Agreement (Medcath Corp)
Tag-Along Rights. If any one the Responding Member delivers (or more stockholders of is deemed to deliver) an Interest ROFO Rejection Notice pursuant to Section 3.3(a), and the Company, individually or in a Group (individually and collectively, as applicableSelling Member thereafter intends to execute an Interest Purchase Agreement with respect to the Offered Interest, the "Responding Member may require the Selling Holder") engage in a Change in Control involving a sale of Shares (other than any sale Member to an Affiliate of such Selling Holder), include the Stockholder shall have the right (a "Tag-Along Right") to participate Responding Member’s Interest in such transaction on sale in accordance with the same material terms and conditions as the Selling Holder by including in such transaction the same percentage provisions of the Stockholder's Shares (determined on a Fully Diluted Basis) as the percentage of Shares being sold by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), as followsthis Section 3.5:
(a) The Company In the event the Selling Member proposes to enter into an Interest Purchase Agreement pursuant to Section 3.3(d), the Selling Member shall deliver written notice to the Stockholder at least 14 days prior to consummating such Change Responding Member (the “Tag Along Offer Notice”) which shall include:
(1) A description of Control a written notice (a "Tag-Along Notice") of such transaction; provided, however, that (i) if 14 days' prior notice is not practicable, the Tag-Along Notice shall be given as many days prior to such transaction as is practicable; and (ii) the Stockholder shall keep any information regarding the proposed transaction strictly confidentialpurchase price and other material terms under such proposed Interest Purchase Agreement , including a draft of the Interest Purchase Agreement and any letters of intent or term sheets, and
(2) An offer by the Selling Member to include the Responding Member’s Interest in such proposed sale.
(b) If The Responding Member may accept the Stockholder desires to participate offer contained in such transaction, the Stockholder must deliver Tag Along Offer Notice by delivering written notice to the Selling Holder, Member of such intent (“Tag Along Acceptance Notice”) at any time within 7 days of receiving a Tag-Along Rights Notice, written notice (a "Participation Notice") the 10 Business Day period following delivery of the Stockholder's desire to participate in such transactionTag Along Notice. If the Stockholder Responding Member does not deliver to the Tag Along Acceptance Notice within such 10 Business Day period, the Selling Holder Member shall be free to consummate such sale in accordance with Section 3.3 without including the Responding Member’s Interest. If the Responding Member does deliver a Participation Tag Along Acceptance Notice within such 10 Business Day period then the Selling Member shall be required to include the Responding Member’s Interest in any such sale at the price and substantially in accordance with the other terms set forth in the Tag Along Offer Notice. Each Member shall use commercially reasonable efforts to cooperate with respect to such Tag-Along Right within the applicable time period, the Stockholder shall be treated as having waived his right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction on the terms contained in the Tag-Along Rights Notice
(c) The Stockholder shall cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and any sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor of the Change of Control.
(d) Each of the Selling Holders and any other party to any such transaction shall have the right, in its sole discretion, at all times prior to consummation of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tag-Along Rights in respect of such transaction pursuant to this Section 6 shall become null and void, and neither the Selling Holder nor any other such party shall have any liability or obligation to the Stockholder with respect thereto. Nothing herein shall be construed to obligate the Selling Holder to accept any offer or terms for, or to consummate, any Change in Control or other transaction3.5.
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Glimcher Realty Trust), Purchase and Sale Agreement (Glimcher Realty Trust)
Tag-Along Rights. If NRF Partner receives a bona fide offer from an Independent Third Party to consummate, in a transaction or series of related transactions, a Change of Control and desires to accept such offer, and has not elected to exercise its drag-along rights set forth in Section 15.3, or if NRF Partner proposes to sell the majority of its Percentage Interest herein (either, a “Tag-along Sale”), NHI Partner shall be permitted to participate in such Transfer on the same terms and conditions offered to NRF Partner.
15.4.1 Prior to the consummation of a Tag-along Sale, NRF Partner shall deliver written notice (a “Tag-along Notice”) to NHI Partner (with a copy to the Partnership), as soon as reasonably practicable, but in no event more than ten days after the execution and delivery by all the parties thereto of any one definitive agreement entered into with respect to the Tag-along Sale or more stockholders later than 30 days prior to the closing date of the CompanyTag-along Sale. The Tag-along Notice shall make reference to NHI Partner’s rights hereunder and shall describe in reasonable detail: (i) information about the identity of the Independent Third Party, individually if any, (ii) the proposed date, time and location of the closing of the Tag-along Sale, (iii) the amount of the interest to be sold by NRF Partner in the proposed Tag-along Sale, (iv) the proposed purchase price, (v) all details of the payment terms and all other material terms and conditions, including the nature of the representations and warranties to be made and the indemnities to be given, in connection with the proposed Tag-along Sale and (vi) a copy of any form of agreement proposed to be executed in connection therewith. The purchase price shall be expressed in U.S. dollars, whether or not the form of consideration is wholly or partially cash or cash equivalents (included with the description of the purchase price shall be a description of any non-cash consideration in sufficient detail to permit the valuation thereof).
15.4.2 NHI Partner shall exercise its right to participate in a Group (individually Tag-along Sale by delivering to NRF Partner written notice stating its election to do so and collectivelyspecifying the amount of the interest to be sold by it no later than ten days after receipt of the Tag-along Notice. Except as set forth in this Section 15.4.2, as applicableany acceptance of NHI Partner set forth in such notice shall be irrevocable, and, to the "Selling Holder") engage extent such offer is accepted, NHI Partner shall be bound and obligated to sell in the proposed Tag-along Sale on the same terms and conditions set forth in the Tag-along Notice. NHI Partner shall not be irrevocably bound and obligated to sell in the proposed Tag-Along Sale, if the Tag-Along Sale is not effectuated within a Change reasonable time period following delivery of the Tag-along Notice, which in Control involving a sale of Shares (other no event shall be more than any sale to an Affiliate of such Selling Holder), the Stockholder 180 days.
15.4.3 NHI Partner shall have the right (to sell in a "Tag-Along Right"along Sale the percentage of its Percentage Interest equal to the product obtained by multiplying (i) the Percentage Interest held by NHI Partner by (ii) a fraction (x) the numerator of which is equal to the Percentage Interest NRF Partner proposes to Transfer in the Tag-along Sale and (y) the denominator of which is equal to the Percentage Interest held by NRF Partner at such time.
15.4.4 NRF Partner shall use its commercially reasonable efforts to include in the proposed Tag-along Sale all of the interest herein that NHI Partner has requested to have included, it being understood that the proposed transferee shall not be required to purchase interests herein in excess of the amount set forth in the Tag-along Notice. In the event the proposed transferee elects to purchase less than all of the interests herein sought to be sold by NHI Partner, the amount of the interests herein to be sold to the proposed transferee by NRF Partner and NHI Partner shall be reduced so that each such Partner is entitled to sell its pro rata portion of the interests herein the proposed transferee elects to purchase (which in no event may be less than the amount of the interest herein set forth in the Tag-along Notice).
15.4.5 If NHI Partner does not deliver a notice to NRF Partner within ten days of receipt of the Tag-along Notice of its intent to participate in the Tag-along Sale, it shall be deemed to have waived all of its rights to participate in such transaction Tag-along Sale, and NRF Partner shall thereafter be free to consummate the Change of Control or Transfer its interest herein to the proposed transferee at a price and on the same material terms and conditions substantially similar as the Selling Holder by including in such transaction the same percentage of the Stockholder's Shares (determined on a Fully Diluted Basis) as the percentage of Shares being sold by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), as follows:
(a) The Company shall deliver to the Stockholder at least 14 days prior to consummating such Change of Control a written notice (a "Tag-Along Notice") of such transaction; provided, however, that (i) if 14 days' prior notice is not practicable, the Tag-Along Notice shall be given as many days prior to such transaction as is practicable; and (ii) the Stockholder shall keep any information regarding the proposed transaction strictly confidential.
(b) If the Stockholder desires to participate in such transaction, the Stockholder must deliver to the Selling Holder, within 7 days of receiving a Tag-Along Rights Notice, written notice (a "Participation Notice") of the Stockholder's desire to participate in such transaction. If the Stockholder does not deliver to the Selling Holder a Participation Notice with respect to such Tag-Along Right within the applicable time period, the Stockholder shall be treated as having waived his right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction on the terms contained set forth in the Tag-Along Rights Notice
(c) The Stockholder shall cooperate along Notice and on such other terms and conditions which are not materially more favorable to NRF Partner than those set forth in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor of the Change of Control.
(d) Each of the Selling Holders and any other party to any such transaction shall have the right, in its sole discretion, at all times prior to consummation of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tag-Along Rights in respect of such transaction pursuant to this Section 6 shall become null and voidalong Notice, and neither the Selling Holder nor without any other such party shall have any liability or further obligation to the Stockholder with respect thereto. Nothing herein shall be construed to obligate the Selling Holder to accept any offer or terms for, or to consummate, any Change in Control or other transactionNHI Partner.
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.
Appears in 2 contracts
Samples: Partnership Agreement (NorthStar Healthcare Income, Inc.), Purchase and Sale Agreement (NorthStar Healthcare Income, Inc.)
Tag-Along Rights. If any Prior to the tenth anniversary of the date of this Agreement, if one or more stockholders of the Company, individually or in a Group New Investors (individually and collectively, the “Selling Stockholder”) desires to sell in one or more series of related transactions Securities beneficially owned by such Selling Stockholder, constituting more than 25% of the Original Ownership (as applicable, defined in the "Selling Holder"New Investor Stockholders Agreement) engage in a Change in Control involving a sale of Shares (other than any sale to an Affiliate of such Selling HolderStockholder, to a Person (the “Buyer”), including, subject to the restrictions set forth in Section 6, pursuant to an Initial Offering, but excluding sales (x) pursuant to a Permitted Transfer in accordance with the New Investor Stockholder shall have the right Agreement or (a "Tag-Along Right"y) to participate following an Initial Offering, in such transaction any sale effected on the same material terms and conditions securities exchange or automated quotation system on which the Common Stock is then listed or quoted, as the Selling Holder by including in such transaction the same percentage of the Stockholder's Shares applicable (determined on each, a Fully Diluted Basis) as the percentage of Shares being sold by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis“Tag Sale”), as follows:
(a) The Company shall deliver to the Stockholder then, at least 14 30 days prior to consummating any such Change sale, such Selling Stockholder shall provide to each holder of Control Executive Securities that beneficially owns Executive Securities constituting at least 50% of the Initial Ownership of such holder (each a written “Executive Tag Seller”) a notice (a "an “Executive Tag-Along Notice"”) setting forth in reasonable detail the terms of such transaction; provided, however, that (i) if 14 days' prior notice is not practicablesale, the number of Securities such Buyer wishes to purchase (calculated on an as-converted basis) (the “Tag-Along Shares”) and identifying the name and address of the Buyer. Upon the written request of any Executive Tag Seller made within fifteen days after the day the Executive Tag-Along Notice is received by such Executive Tag Seller, the Selling Stockholder proposing to make the sale shall cause the Buyer to purchase from such Executive Tag Seller in such sale the number of shares of Common Stock constituting and/or underlying the Executive Securities held by such Executive Tag Seller equal to the lesser of (i) the number of shares of Common Stock constituting and/or underlying the Executive Securities requested to be given as many days prior to included in the Tag Sale by such transaction as is practicable; Executive Tag Seller and (ii) a number determined by multiplying (x) a fraction, the numerator of which is the total number of shares of Common Stock constituting and/or underlying the Executive Securities held by such Executive Tag Seller and the denominator of which is the total number of shares of Common Stock constituting and/or underlying the Securities held by (I) all of the Executive Tag Sellers and (II) all Tag Sellers (as defined in the New Investor Stockholders Agreement) by (y) the number of Tag-Along Shares to be sold in such Tag Sale. Such purchase shall be made on the same date and at the same price and on other terms and conditions at least as favorable to such Executive Tag Seller as the terms and conditions contained in the Executive Tag-Along Notice delivered in connection with such proposed transaction. Each Executive Tag Seller shall take all actions which the Selling Stockholder shall keep any information regarding the proposed transaction strictly confidential.
(b) If the Stockholder desires deems reasonably necessary or desirable to participate in consummate such transaction, the Stockholder must deliver including, without limitation, (i) entering into agreements with third parties on terms substantially identical or more favorable to such Executive Tag Seller than those agreed to by the Selling HolderStockholder and including representations, within 7 days of receiving a Tag-Along Rights Noticeindemnities, written notice holdbacks, and escrows, and (a "Participation Notice"ii) obtaining all consents and approvals reasonably necessary or desirable for such Executive Tag Seller to consummate such transaction, provided that, except as otherwise required of the Stockholder's desire Company by the lead underwriter engaged in connection with any public offering of the Company where such requirement is customary for transactions of such type, no Executive Tag Seller shall be required to participate make any representations or warranties except as they relate to his title to and right to sell the Tag Along Shares to be sold by him in such transaction. If the Stockholder does not deliver to the Selling Holder a Participation Notice with respect to such Tag-Along Right within the applicable time period, the Stockholder shall be treated as having waived his right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction on the terms contained in the Tag-Along Rights Notice
(c) The Stockholder shall cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor of the Change of Control.
(d) Each of the Selling Holders and any other party to any such transaction shall have the right, in its sole discretion, at all times prior to consummation of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tag-Along Rights in respect of such transaction pursuant to this Section 6 shall become null and void, and neither the Selling Holder nor any other such party shall have any liability or obligation to the Stockholder with respect thereto. Nothing herein shall be construed to obligate the Selling Holder to accept any offer or terms forTag Sale, or to consummateprovide any indemnity except for breaches of the forgoing representations and warranties, subject to an indemnity cap equal to the net proceeds received by such Executive Tag Seller. The Executive Tag Sellers and the Selling Stockholder shall each pay its pro rata share (based upon the number of shares of Common Stock (on an as-converted basis) included in such Tag Sale by each Executive Tag Seller and the Selling Stockholder) of any Change reasonable transaction costs associated with the sale other than the legal expenses and selling commissions of the other participants in Control or other transactionthe Tag Sale.
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.
Appears in 2 contracts
Samples: Executive Stockholders Agreement (Ontario Teachers Pension Plan Board), Executive Stockholders Agreement (Samsonite Corp/Fl)
Tag-Along Rights. If any one or more stockholders a majority of the holders of the Company, individually or in a Group ’s outstanding voting equity (individually and collectively, as applicablethe “Majority Stockholders”) want to consummate a transaction that constitutes a Sale of Control (a “Sale of Control Transaction”), then the "Selling Holder"Majority Stockholder(s) engage in a Change in Control involving a sale of Shares (shall notify the other than any sale to an Affiliate Investors of such Selling Holderproposed Sale of Control Transaction by a date which shall be not later than fifteen (15) days prior to the Company or any such Majority Stockholder(s) entering into any definitive binding agreement in respect thereof (the “Sale Notice’). Thereafter, the each other Investor or Stockholder shall have the right (each a "“Tag-Along Right"Stockholder”) may cause the Company or such Majority Stockholders to participate effect a Transfer of such other Stockholder’s Stock; in such transaction on each case, only pursuant to and in accordance with the same material terms and conditions as the Selling Holder by including in such transaction the same percentage following provisions of the Stockholder's Shares (determined on a Fully Diluted Basis) as the percentage of Shares being sold by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), as followsthis Section 3:
(a) The Tag-Along Stockholders shall have the right, but not the obligation, to participate in the Proposed Sale of Control Transaction on the terms and conditions herein stated (the “Tag-Along Option”), which right shall be exercisable upon written notice (the “Acceptance Notice”) to the Company and/or the Majority Stockholders, as the case may be, within ten (10) days of receipt of the Sale Notice. Each Acceptance Notice shall indicate the maximum amount of Notes or number of Conversion Shares that the Tag-Along Stockholder wishes to sell on the terms and conditions stated in the Sale Notice.
(b) Each Tag-Along Stockholder shall have the right to sell a portion of its Notes or Conversion Shares pursuant to the Sale of Control Transaction which is equal to that percentage equal of the Common Stock that is being sold by the Majority Stockholders in the Sale of Control Transaction.
(c) Within ten (10) days after the date by which a Tag-Along Stockholder notifies the Company or the Majority Stockholders of its intent to exercise the Tag-Along Option, the Company or the Majority Stockholders shall notify such Tag-Along Stockholder of the amount of Notes and number of Conversion Shares held by such Tag-Along Stockholder that will be included in the sale and the date on which the Sale of Control Transaction will be consummated, which shall be no later than the later of (i) twenty (20) days after the date by which each Holder was required to notify the Company or the Majority Stockholders of its intent to exercise the Tag-Along Option and (ii) five (5) days after the satisfaction of any governmental approval or filing requirements, if any.
(d) Each Tag-Along Stockholder may effect its participation in any Sale of Control Transaction, and as part of its participation in the Sale of Control Transaction pursuant to a duly exercised Tag-Along Option, shall deliver to the Stockholder Proposed Transferee at least 14 days prior a closing to consummating be held at the offices of the Company (or such Change other place as the parties agree), one or more Notes or certificates, properly endorsed for transfer, which represent all of Control a written notice (a "the Notes or Conversion Shares owned by such Tag-Along Notice"Stockholder which is to be transferred in connection with the Sale of Control Transaction, and each Tag-Along Stockholder shall make such representations and warranties, and shall enter into such agreements, as are customary and reasonable in the context of the proposed Sale of Control Transaction, including, without limitation, representations and warranties (and indemnities with respect thereto) that the Proposed Transferee of the Notes or Conversion Shares (or interests therein) is receiving good and marketable title to such transactionNotes or Conversion Shares (or interests therein), free and clear of all pledges, security interests, or other liens; provided, however, that (i) if 14 days' prior notice is not practicable, the Tag-Along Notice shall be given with respect to any matter as many days prior to such transaction as is practicable; and (ii) the Stockholder shall keep any information regarding the proposed transaction strictly confidential.
(b) If the Stockholder desires to participate in such transaction, the Stockholder must deliver to the Selling Holder, within 7 days of receiving which a Tag-Along Rights NoticeStockholder shall agree to provide indemnification (other than its own title to such Notes or Conversion Shares), written notice (a "Participation Notice") of the Stockholder's desire to participate in such transaction. If the Stockholder does not deliver to the Selling Holder a Participation Notice with respect to such Tag-Along Right within the applicable time period, the Stockholder shall in no event be treated as having waived his right required to participate provide indemnification in an amount that would exceed its pro rata portion of the total liability for which such indemnification is sought, which pro rata portion shall be determined on the basis of the percentage of the total Notes or Conversion Shares involved in such transaction. The Participation Notice shall constitute an irrevocable commitment transfer that are represented by the Stockholder to participate in the transaction on the terms contained in the Notes or Conversion Shares owned by such Tag-Along Rights Notice
(c) The Stockholder. In addition, each Tag-Along Stockholder and the Majority Stockholders shall reasonably cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request consult with each other in order to consummate effect the transaction. The Stockholder shallSale of Control Transaction, if provided an opportunity to do so, consent to and vote in favor of the Change of Control.
(d) Each of the Selling Holders and any other party to any such transaction shall have the right, in its sole discretion, at all times prior to consummation of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all each Tag-Along Rights in respect of such transaction pursuant to this Section 6 Stockholder shall become null and void, and neither the Selling Holder nor any other such party shall have any liability or obligation provide reasonable assistance to the Stockholder Majority Stockholders in connection with respect thereto. Nothing herein shall the preparation of disclosure schedules relating to representations and warranties to be construed made to obligate the Selling Holder to accept any offer or terms forProposed Transferee in connection with such Sale of Control Transaction and in the determination of the appropriate scope of, or to consummatelimitations or exceptions to, any Change in Control or other transaction.
(e) This Section 6 shall terminate immediately after such representations and warranties. At the time of consummation of a Change the Sale of Control Transaction, the Proposed Transferee shall remit directly to each such Tag-Along Stockholder that portion of the sale proceeds to which such Tag-Along Stockholder is entitled by reason of its participation therein (less any adjustments due to the conversion of any convertible securities or an Initial Public Offering.the exercise of any exercisable securities)
Appears in 2 contracts
Samples: Investor Rights and Lock Up Agreement (Kairos Pharma, LTD.), Subscription Agreement (Shuttle Pharmaceuticals Holdings, Inc.)
Tag-Along Rights. (a) If any one or more stockholders Sponsor Funds (collectively, the “Transferring Stockholder”) proposes a Transfer of Common Stock to a Prospective Purchaser or to Prospective Purchasers representing, together with any prior such Transfers by the Sponsor Funds, 25% or more of the Company, individually or in a Group (individually then issued and collectively, as applicable, the "Selling Holder") engage in a Change in Control involving a sale of Shares outstanding Common Stock (other than any sale pursuant to an Affiliate Section 9 of such Selling Holderthis Agreement) (a “Tag Along Sale”), and the Drag Along Right, if any, has not been exercised with respect to such Tag Along Sale, then, prior to proceeding with such Tag Along Sale, the Transferring Stockholder shall promptly deliver to each remaining Stockholder and the Company a written notice (the “Tag Along Notice”) stating that the Transferring Stockholder desires to enter into the Tag Along Sale and setting forth in reasonable detail the identity of the Prospective Purchaser, the purchase price per share of Common Stock the number of shares desired to be sold by the Transferring Stockholder and the total number of shares of Common Stock then owned by the Transferring Stockholder and any other material terms and conditions of the Tag Along Sale. Each of the remaining Stockholders shall have the right (a "Tag-the “Tag Along Right"”) to participate in any such transaction sale of shares of Common Stock by the Transferring Stockholder in accordance with the procedures set forth in Section 4(b) below; provided, that such participation shall be on the same material terms and conditions as no less favorable to such remaining Stockholders than those on which the Selling Holder by including in such transaction the same percentage Transferring Stockholder proposes to transfer its shares.
(b) Within 20 days after receipt of the Stockholder's Shares Tag Along Notice (determined on a Fully Diluted Basis) as the percentage of Shares being sold by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis“Tag Along Option Period”), the remaining Stockholders may elect to exercise their Tag Along Right and participate in the Tag Along Sale. Any remaining Stockholder electing to participate in the Tag Along Sale (a “Tag Along Stockholder”) shall give written notice thereof (the “Election Notice”) to the Transferring Stockholder and the Company within the Tag-Along Option Period. The Election Notice shall specify the number of shares that such Tag-Along Stockholder desires to sell to the Prospective Purchaser, which amount may be up to (or less than) the number of shares of Common Stock that represents the Proportionate Percentage of all shares of Common Stock owned by such Tag Along Stockholder; provided if, at the end of the Tag-Along Option Period, any remaining Stockholders do not exercise their Tag-Along Right in full (or at all), then the Transferring Stockholder shall be entitled to Transfer such number of additional shares equal to the number of such unexercised shares, without the need to provide an additional Tag Along Notice, within 120 days of the expiration of the Tag Along Option Period, at a price no greater than and on other terms and conditions no more favorable to the Transferring Stockholders as follows:
(a) The Company those provided for thin the Tag Along Notice. Each Tag Along Stockholder shall deliver to the Transferring Stockholder, at the same time as, and enclosed with its Election Notice, certificates representing such Tag Along Stockholder’s shares that are specified in the Election Notice to be transferred, accompanied by duly executed stock powers (the “Tag Along Certificates”). The failure of any remaining Stockholder at least 14 days prior to consummating submit an Election Notice or deliver its Tag Along Certificates within the Tag Along Option Period shall constitute an election by such Change of Control a written notice (a "Tag-remaining Stockholder not to participate in such Tag Along Notice") of such transactionSale; provided, however, that (i) if 14 days' prior notice such Tag Along Sale is not practicableconsummated within 120 days of the expiration of the Tag Along Option Period, at a price no greater than and on other terms and conditions no more favorable to the Transferring Stockholders as those provided for in the Tag Along Notice. By delivering an Election Notice and its Tag Along Certificates to the Transferring Stockholder within the Tag Along Option Period, a Tag Along Stockholder shall have the right and obligation to sell to the Prospective Purchaser that number of shares specified in the Election Notice; provided, however, that, to the extent the Prospective Purchaser is unwilling or unable to purchase all of the shares proposed to be sold by the Transferring Stockholder and the Tag Along Stockholders, the number of shares to be sold by the Transferring Stockholder shall be ratably reduced so that each Tag-Along Stockholder may sell its proportionate share of Common Stock calculated as provided above, and the number of shares to be sold by the Transferring Stockholder and each of the Tag-Along Notice Stockholders equals the number of shares that the Prospective Purchaser is willing or able to purchase. Any such securities not sold by the Transferring Stockholder during such 120 day period shall again be given as many days prior to such transaction as is practicable; and (ii) the Stockholder shall keep any information regarding the proposed transaction strictly confidential.
(b) If the Stockholder desires to participate in such transaction, the Stockholder must deliver subject to the Selling Holder, within 7 days provisions of receiving a Tag-Along Rights Notice, written notice (a "Participation Notice") of the Stockholder's desire to participate in such transaction. If the Stockholder does not deliver to the Selling Holder a Participation Notice with respect to such Tag-Along Right within the applicable time period, the Stockholder shall be treated as having waived his right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction on the terms contained in the Tag-Along Rights Notice
(c) The Stockholder shall cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor of the Change of Control.
(d) Each of the Selling Holders and any other party to any such transaction shall have the right, in its sole discretion, at all times prior to consummation of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tag-Along Rights in respect of such transaction pursuant to this Section 6 shall become null and void, and neither the Selling Holder nor any other such party shall have any liability or obligation to the Stockholder with respect thereto. Nothing herein shall be construed to obligate the Selling Holder to accept any offer or terms for, or to consummate, any Change in Control or other transaction4 upon subsequent Transfer.
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.
Appears in 2 contracts
Samples: Stockholders Agreement (Fresh Market Holdings, Inc.), Stockholders Agreement (Fresh Market Holdings, Inc.)
Tag-Along Rights. If any one After the occurrence of a Liquidation Event, subject to Section 7.2, the Sponsor agrees that the Purchaser shall be afforded the opportunity to participate in sales by the Sponsor to a Third Party of all or more stockholders substantially all of the Companyshares of Common Stock of the Company then held by the Sponsor and its affiliates (any such sale, individually or a “Tag-Along Transfer”). As soon as practicable after the time any Tag-Along Transfer is proposed, but in a Group any event at least 20 days prior to the Transfer Date (individually and collectively, as applicable, the "Selling Holder") engage in a Change in Control involving a sale of Shares (other than any sale to an Affiliate of such Selling Holderdefined below), the Stockholder Sponsor shall have give written notice thereof to the right (a "Purchaser identifying the proposed purchaser and stating the number of shares of Common Stock proposed to be sold, the proposed offering price, the proposed date of such Tag-Along Right"Transfer (the “Transfer Date”) and any written material terms or conditions of the proposed Tag-Along Transfer. If the Purchaser desires to participate in such transaction on the same material terms and conditions as Tag-Along Transfer, the Selling Holder by including in such transaction the same percentage of the Stockholder's Shares (determined on a Fully Diluted Basis) as the percentage of Shares being sold by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), as follows:
(a) The Company Purchaser shall deliver to the Stockholder at least 14 days prior to consummating such Change of Control a give written notice (a "the “Tag-Along Notice"”) to the Sponsor not less than 10 days prior to the Transfer Date setting forth the number of such transaction; provided, however, Shares that (i) if 14 days' prior notice is not practicable, the Purchaser desires to include in the Tag-Along Transfer. Failure to give the Tag-Along Notice shall be given as many at least 10 days prior to such transaction as is practicable; and (ii) the Stockholder shall keep any information regarding the proposed transaction strictly confidential.
(b) If the Stockholder desires to participate in such transaction, the Stockholder must deliver to the Selling Holder, within 7 days of receiving a Tag-Along Rights Notice, written notice (a "Participation Notice") of the Stockholder's desire to participate in such transaction. If the Stockholder does not deliver to the Selling Holder a Participation Notice with respect to such Tag-Along Right within the applicable time period, the Stockholder shall be treated as having waived his right to participate in such transaction. The Participation Notice Transfer Date shall constitute an irrevocable commitment election by the Stockholder Purchaser not to participate in the transaction on the terms contained in the Tag-Along Rights Notice
(c) The Stockholder shall cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request in order to consummate the transactionTransfer. The Stockholder shalltotal number of shares of Common Stock which the Sponsor is to include in the Tag-Along Transfer (the “Allotment”) shall be apportioned among the Sponsor, the Purchaser if provided an opportunity he gives the Tag-Along Notice at least 10 days prior to do sothe Transfer Date, consent Other Purchasers giving Tag-Along Notices during such 10-day period pursuant to and vote in favor of the Change of Control.
(d) Each of the Selling Holders Other Purchasers’ Agreements and any other party persons entitled to any such transaction shall have the right, in its sole discretion, at all times prior to consummation of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all give (and giving on a timely basis) Tag-Along Rights in respect of such transaction Notices pursuant to agreements substantially similar to this Section 6 shall become null Agreement (collectively, the “Participants”) in accordance with the number of issued and voidoutstanding Shares of Common Stock each Participant holds at such time (without regard to any shares of Common Stock issuable upon exercise of options, and neither the Selling Holder nor any other such party shall have any liability or obligation to the Stockholder with respect thereto. Nothing herein shall be construed to obligate the Selling Holder to accept any offer or terms forwarrants, or to consummate, any Change in Control Rights or other transactionrights of any kind); provided that in no event will the Sponsor’s portion of the Allotment be less than the number of shares of Common Stock constituting the Allotment less the number of issued and outstanding shares which the Participants (other than the Sponsor) have included in their Tag-Along Notices (without regard to any shares issuable upon exercise of options, warrants, Rights or other rights of any kind).
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.
Appears in 2 contracts
Samples: Management Subscription Agreement (Vertis Inc), Management Subscription Agreement (Vertis Inc)
Tag-Along Rights. If any one (a) Except for transfers effected on an Exchange, if a Senior Management Shareholder or more stockholders a Stockholder who holds no less than 51% of the Companyoutstanding Common Stock of the Company (the “Selling Stockholder”) proposes to Transfer more than 50% of its Common Stock to a Third Party Purchaser (the “Proposed Transferee”) and the Selling Stockholder cannot or has not elected to exercise its drag‑along rights set forth in Section 11, individually or each other Stockholder (each, a “Tag‑along Stockholder”) shall be permitted to participate in such Transfer (a Group “Tag‑along Sale”) on the terms and conditions set forth in this Section 12.
(individually and collectively, as applicable, b) Prior to the "Selling Holder") engage consummation of any such Transfer of Common Stock described in a Change in Control involving a sale of Shares (other than any sale to an Affiliate of such Selling HolderSection 12(a), the Selling Stockholder shall deliver to the Company and each other Stockholder a written notice (a “Sale Notice”) of the proposed Tag‑along Sale subject to this Section 12 no later than 10 Business Days prior to the execution of an agreement for a Tag‑along Sale. The Sale Notice shall make reference to the Tag‑along Stockholders’ rights hereunder and shall describe in reasonable detail:
(i) the aggregate number of shares of Common Stock the Proposed Transferee has offered to purchase.
(ii) the identity of the Proposed Transferee;
(iii) the proposed date, time and location of the closing of the Tag‑along Sale;
(iv) the per share purchase price and the other material terms and conditions of the Transfer, including a description of any non‑cash consideration in sufficient detail to permit the valuation thereof; and
(v) a copy of any form of agreement proposed to be executed in connection therewith.
(c) Each Tag‑along Stockholder shall exercise its right to participate in a Transfer of Common Stock by the Selling Stockholder subject to this Section 12 by delivering to the Selling Stockholder a written notice (a “Tag‑along Notice”) stating its election to do so and specifying the number of shares of Common Stock to be Transferred by it no later than five Business Days after receipt of the Sale Notice (the “Tag‑along Period”). The offer of each Tag‑along Stockholder set forth in a Tag‑along Notice shall be irrevocable, and, to the extent such offer is accepted, such Tag‑along Stockholder shall be bound and obligated to Transfer in the proposed Transfer on the terms and conditions set forth in this Section 12. The Selling Stockholder and each Tag‑along Stockholder shall have the right to Transfer in a Transfer subject to this Section 12 the number of shares of Common Stock equal to the product of (x) the aggregate number of shares of Common Stock the Proposed Transferee proposes to buy as stated in the Sale Notice and (y) a "Tag-Along Right"fraction (A) the numerator of which is equal to participate in such transaction on the same material terms number of shares of Common Stock and conditions as the Selling Holder by including in such transaction the same percentage of the Stockholder's Shares (determined on a Fully Diluted Basis) as the percentage of Shares being sold Common Stock Equivalents then held by the Selling Holder in Stockholder or such Change of Control (determined on a Fully Diluted Basis), as follows:
(a) The Company shall deliver to the Stockholder at least 14 days prior to consummating such Change of Control a written notice (a "Tag-Along Notice") of such transaction; provided, however, that (i) if 14 days' prior notice is not practicable, the Tag-Along Notice shall be given as many days prior to such transaction as is practicable; and (ii) the Stockholder shall keep any information regarding the proposed transaction strictly confidential.
(b) If the Stockholder desires to participate in such transaction, the Stockholder must deliver to the Selling Holder, within 7 days of receiving a Tag-Along Rights Notice, written notice (a "Participation Notice") of the Tag‑along Stockholder's desire to participate in such transaction. If the Stockholder does not deliver to the Selling Holder a Participation Notice with respect to such Tag-Along Right within the applicable time period, the Stockholder shall be treated as having waived his right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction on the terms contained in the Tag-Along Rights Notice
(c) The Stockholder shall cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder case may reasonably request in order be, and (B) the denominator of which is equal to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to number of shares of Common Stock and vote in favor Common Stock Equivalents then held by all of the Change Stockholders (including, for the avoidance of Controldoubt, the Selling Stockholder).
(d) Each Tag‑along Stockholder who does not deliver a Tag‑along Notice in compliance with Section 12(c) above shall be deemed to have waived all of such Tag‑along Stockholder’s rights to participate in such Transfer, and the Selling Holders Stockholder shall (subject to the rights of any participating Tag‑along Stockholder) thereafter be free to Transfer to the Proposed Transferee its shares of Common Stock at a per share price that is no greater than the per share price set forth in the Sale Notice and any other party on terms and conditions which are not materially more favorable to any such transaction shall have the right, in its sole discretion, at all times prior to consummation of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tag-Along Rights in respect of such transaction pursuant to this Section 6 shall become null and void, and neither the Selling Holder nor Stockholder than those set forth in the Sale Notice without any other such party shall have any liability or further obligation to the Stockholder with respect thereto. Nothing herein shall be construed to obligate the Selling Holder to accept any offer or terms for, or to consummate, any Change in Control or other transactionnon‑accepting Tag‑along Stockholders.
(e) This Each Tag‑along Stockholder participating in a Transfer pursuant to this Section 6 12 shall terminate immediately receive the same consideration per share as the Selling Stockholder after deduction of such Tag‑along Stockholder’s proportionate share of the consummation related expenses in accordance with Section 12(g) below.
(f) Each Tag‑along Stockholder shall make or provide the same representations, warranties, covenants, and agreements as the Selling Stockholder makes or provides in connection with the Tag‑along Sale (except that in the case of representations, warranties, covenants, and agreements pertaining specifically to the Selling Stockholder, the Tag‑along Stockholder shall make the comparable representations, warranties, covenants, indemnities and agreements pertaining specifically to itself); provided, that all representations, warranties, and covenants shall be made by the Selling Stockholder and each Tag‑along Stockholder severally and not jointly and provided further that no Tag‑along Stockholder shall have any indemnification obligation to the Proposed Transferee other than in respect of actions taken or defaults caused by such Tag‑along Stockholder.
(g) The Selling Stockholder and each Tag‑along Stockholder shall be responsible for its own expenses.
(h) Each Tag‑along Stockholder shall take all actions as may be reasonably necessary to consummate the Tag‑along Sale, including entering into agreements and delivering certificates and instruments, in each case consistent with the agreements being entered into and the certificates being delivered by the Selling Stockholder.
(i) The Selling Stockholder shall have 120 Business Days following the expiration of the Tag‑along Period in which to Transfer the shares of Common Stock described in the Sale Notice, on the terms set forth in the Sale Notice (which such 120 Business Day period may be extended for a Change reasonable time not to exceed 180 Business days to the extent reasonably necessary to obtain any Government Approvals). If at the end of Control such 120 Business day period, the Selling Stockholder has not completed such Transfer, the Selling Stockholder may not then effect a Transfer of Common Stock subject to this Section 12 without again fully complying with the provisions of this Section 12.
(j) If the Selling Stockholder Transfers to the Proposed Transferee any of its shares of Common Stock in breach of this Section 12, then each Tag‑along Stockholder shall have the right to Transfer to the Selling Stockholder, and the Selling Stockholder undertakes to purchase from each Tag‑along Stockholder, the number of shares of Common Stock that such Tag‑along Stockholder would have had the right to Transfer to the Proposed Transferee pursuant to this Section 12, for a per share amount and form of consideration and upon the terms and conditions on which the Proposed Transferee bought such Common Stock from the Selling Stockholder, and without indemnity being granted by any Tag‑along Stockholder to the Selling Stockholder; provided, that, nothing contained in this Section 12 shall preclude any Stockholder from seeking alternative remedies against such Selling Stockholder as a result of its breach of this Section 12. The Selling Stockholder shall also reimburse each Tag‑along Stockholder for any and all reasonable and documented out‑of‑pocket fees and expenses, including reasonable legal fees and expenses, incurred pursuant to the exercise or an Initial Public Offeringthe attempted exercise of the Tag‑along Stockholder’s rights.
Appears in 2 contracts
Samples: Standby Stock Purchase Agreement (Positive Physicians Holdings,inc.), Standby Stock Purchase Agreement (Positive Physicians Holdings,inc.)
Tag-Along Rights. If any one Other than in connection with the exercise of a Drag-Along Right, if the Company or its shareholders have received from a person or entity which is not an affiliate of the Company a bona fide written offer to purchase (a “Tag-Along Sale”) (i) 30% or more stockholders of the Companyissued and outstanding shares of Stock or (ii) shares of the Company Voting Securities representing 30% or more of the voting power of all Company Voting Securities, individually the Company shall, prior to accepting such offer, arrange for the proposed purchaser(s) to make a bona fide offer to purchase a corresponding percentage (based of the percentage of Stock or in a Group (individually and collectivelyCompany Voting Securities subject to such transaction, as applicable, ) of the "Selling Holder") engage in a Change in Control involving a sale number of Shares then held by Purchaser (other or the Fiduciary on behalf of Purchaser) upon terms and conditions which, in the aggregate, are no less favorable to Purchaser than any sale the terms and conditions offered by the proposed purchaser(s) to an Affiliate of such Selling Holder), the Stockholder shall have Company or its shareholders in the right (a "Tag-Along Right") to participate in such transaction on the same material terms and conditions as the Selling Holder by including in such transaction the same percentage of the Stockholder's Shares (determined on a Fully Diluted Basis) as the percentage of Shares being sold by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), as follows:
(a) Sale. The Company shall deliver to the Stockholder at least 14 days prior to consummating such Change of Control a written notice (a "“Notice”) to Purchaser (or the Fiduciary with a copy to Purchaser, as applicable) stating that it or its shareholders proposes to accept such offer, and specifying the number of Shares Purchaser (or the Fiduciary on behalf of Purchaser) may sell, the name and address of the proposed parties to such transaction and the consideration payable in connection therewith. Upon receipt of the Notice, Purchaser (or the Fiduciary on behalf of Purchaser) may exercise Purchaser’s (or the Fiduciary’s, as applicable) right to sell such Shares by delivery, not later than 10 days after receipt of the Notice, a written notice (the “Tag-Along Notice"”) to the Company, which shall state the maximum number of Shares that Purchaser (or the Fiduciary acting on behalf of Purchaser) wishes to include in the sale. The consideration shall be in the form of cash, equity or debt securities (whether or not publicly traded) or a combination thereof (but such transaction; providedconsideration shall be in the same form and the same proportion as that applicable to the sale of shares of Stock or Company Voting Securities, howeveras applicable, that by the other Company shareholders in the Tag-Along Sale). Purchaser (ior the Fiduciary, as applicable) will use Purchaser’s (or the Fiduciary’s, as applicable) best commercial efforts to cooperate in any such transaction and will take all necessary and desirable actions in connection with the Tag-Along Sale as are reasonably requested by the Company or the Board, including, without limitation, the execution of an agreement to effect the foregoing in form and substance reasonably satisfactory to the Company and the person or entity making the offer to purchase the Stock or Company Voting Securities, as applicable (excluding any indemnification, contribution or similar obligations or agreements not specifically relating to a breach of any representation or warranty by Purchaser or the Fiduciary, as applicable, as to Purchaser’s or the Fiduciary’s as applicable, ownership of or ability to transfer the Shares subject to the Tag-Along Sale). The Company and its shareholders shall have no liability to Purchaser (and the Fiduciary, as applicable) if 14 days' prior notice is not practicable, the transaction described in the Tag-Along Notice shall be given as many days prior fails to such transaction as is practicable; and (ii) the Stockholder shall keep occur for any information regarding the proposed transaction strictly confidential.
(b) If the Stockholder desires to participate in such transaction, the Stockholder must deliver to the Selling Holder, within 7 days of receiving a Tag-Along Rights Notice, written notice (a "Participation Notice") of the Stockholder's desire to participate in such transactionreason. If the Stockholder does Any Shares which are not deliver to the Selling Holder a Participation Notice with respect to such Tag-Along Right within the applicable time period, the Stockholder shall be treated as having waived his right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction on the terms contained in the Tag-Along Rights Notice
(c) The Stockholder shall cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor of the Change of Control.
(d) Each of the Selling Holders and any other party to any such transaction shall have the right, in its sole discretion, at all times prior to consummation of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tag-Along Rights in respect of such transaction sold pursuant to this Section 6 4 shall become null remain subject to all other terms and voidconditions of this Agreement, including the continuation of the Company’s right to exercise the Drag-Along Right and neither Purchaser’s (or the Selling Holder nor any other such party shall have any liability or obligation to the Stockholder with respect thereto. Nothing herein shall be construed to obligate the Selling Holder to accept any offer or terms forFiduciary’s, or to consummate, any Change in Control or other transactionas applicable) rights under this Section 4.
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.
Appears in 2 contracts
Samples: Stock Option Agreement, Stock Option Agreement (Genpact LTD)
Tag-Along Rights. If Without limiting the other terms and conditions hereof, if any one Stockholder proposes in a prearranged block transaction (except in a Public Sale, as defined or more stockholders as permitted by this Section 1.0) to consummate the sale or other transfer for consideration of his shares of Common Stock in a single or series of related transactions (any, a “Proposed Sale”), then such party (the “Selling Stockholder”) shall give at least 20 days’ prior notice of the Company, individually or in a Group Proposed Sale to the parties including Money (individually and collectively, as applicablethe other parties except Money, the "“Other Stockholders”). The Selling Holder"Stockholder shall deliver the notice (the “Tag-Along Sale Notice”) engage to the Other Stockholders and Money, specifying in a Change in Control involving a sale reasonable detail the identity of Shares (other than any sale to an Affiliate of such Selling Holderthe prospective transferee(s), the number and the class of shares to be transferred and the terms and conditions of the Proposed Sale. The Other Stockholders may elect to participate in the Proposed Sale by delivering written notice to the Selling Stockholder shall have within 10 days after receipt of the right (a "Tag-Along Right"Sale Notice.
(a) If any Other Stockholders elect to participate in such transaction Proposed Sale (each a “Participating Stockholder”), the Selling Stockholder and each Participating Stockholder shall be entitled to sell in the Proposed Sale, at the same price and on the same material terms and conditions terms, an equal number of shares of Common Stock, provided that if a Participating Stockholder does not have or elect to sell as the Selling Holder by including in such transaction the same percentage of the Stockholder's Shares (determined on a Fully Diluted Basis) many shares as the percentage of Shares are being proposed to be sold by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), as follows:
(aStockholder after accounting for the sale(s) The Company shall deliver to by the Stockholder at least 14 days prior to consummating such Change of Control a written notice (a "Tag-Along Notice") of such transaction; provided, however, that (i) if 14 days' prior notice is not practicableParticipating Stockholders, the Tag-Along Notice number of shares to be sold by the Selling Stockholder and the other Participating Stockholders shall be given increased, in equal amounts (or as many days prior to such transaction as is practicable; and (iithey may otherwise agree in writing) by the Stockholder shall keep any information regarding the proposed transaction strictly confidentialshortfall.
(b) If The Selling Stockholder shall use his reasonable best efforts to obtain the Stockholder desires to participate in such transaction, agreement of the Stockholder must deliver prospective transferee(s) to the Selling Holder, within 7 days of receiving a Tag-Along Rights Notice, written notice (a "Participation Notice") participation of the Stockholder's desire to participate Participating Stockholders in such transaction. If the Stockholder does not deliver to any Proposed Sale, and the Selling Holder a Participation Notice with respect to such Tag-Along Right within the applicable time period, the Stockholder shall not close the Proposed Sale unless (i) the prospective transferee(s) agrees to allow the participation of the Participating Stockholders or (ii) the Selling Stockholder agrees to purchase the number of shares of Common Stock from any Participating Stockholders which the Participating Stockholders would have been entitled to sell pursuant to this Section 1.0. Any such purchase under clause (ii) shall be treated for cash and shall occur at the same time as having waived his right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment by the Selling Stockholder to participate in closes the transaction Proposed Sale.
(c) If any Proposed Sale is not consummated on the same terms contained and conditions as set forth in the Tag-Along Rights Sale Notice within 90 days after the delivery of the Tag-Along Sale Notice
(c) The , the Selling Stockholder shall cooperate in such transaction by providing again comply with the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request in order terms of this Section 1.0 with respect to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor of the Change of Controlany Proposed Sale.
(d) Each of Notwithstanding the Selling Holders and any other party to any such transaction shall have the right, in its sole discretionabove limitations, at all times prior to consummation any time beginning six months after the date of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tagthis Agreement any Stockholder may publicly sell 20,000 shares of Common Stock per quarter on the Over-Along Rights in respect of such transaction pursuant to this Section 6 shall become null and void, and neither the Selling Holder nor any other such party shall have any liability or obligation to the Stockholder with respect thereto. Nothing herein shall be construed to obligate the Selling Holder to accept any offer or terms for, or to consummate, any Change in Control the-Counter Bulletin Board or other transactionestablished trading market or exchange where Common Stock may trade in the future (a “Public Sale”).
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.
Appears in 2 contracts
Samples: Stockholders Agreement (Money4gold Holdings Inc), Stockholders Agreement (Money4gold Holdings Inc)
Tag-Along Rights. If any one or more stockholders of Shareholder holding a Controlling Interest in the Company, individually Company ("the Majority Shareholder") intends to transfer its shareholding (in full or in a Group part) (individually and collectively, as applicable, "the "Selling Holder") engage in a Change in Control involving a sale of Shares (other than any sale to an Affiliate of such Selling Holder), the Stockholder shall have the right (a "Tag-Along RightMajority Shareholding") to participate in such transaction on a third party or parties ("the same material terms Majority Shareholding Purchaser") and conditions as the Selling Holder by including in such transaction the same percentage a result of the Stockholder's Shares (determined on proposed transfer the Majority Shareholder will cease to hold a Fully Diluted Basis) as Controlling Interest then the percentage of Shares being sold by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), as followsfollowing provisions shall apply:
2.1 the Majority Shareholder shall serve upon all other Shareholders (a"the Remaining Shareholders") The Company shall deliver to the Stockholder at least 14 days prior to consummating such Change of Control a written notice ("the Transfer Notice") of the intended transfer to a Majority Shareholding Purchaser, such notice to specify (a) the name of the Majority Shareholding Purchaser and the details of the beneficial owners thereof, (b) the price of each Share to be transferred, (c) the expected date of the sale, (d) the manner and date upon which the sale price is to be paid by the Majority Shareholding Purchaser, and (e) any other relevant terms of such transfer, such Transfer Notice to be served at least 30 (thirty) Business Days prior to the Majority Shareholder entering into any contract for the sale or transfer of the Majority Shareholding.
2.2 Upon receipt of the Transfer Notice:
2.2.1 any of the Remaining Shareholders may, within 10 (ten) Business Days following the date of receipt of the Transfer Notice, serve written notice ("the Tag-Along Notice") of on the Majority Shareholder that such transactionRemaining Shareholder requires its Shares to be included in the Majority Shareholder's transfer to the Majority Shareholding Purchaser on the same terms and conditions as specified in the Transfer Notice; providedor
2.2.2 Grand may, however, that (i) if 14 days' prior notice is provided it shall not practicable, the have served a Tag-Along Notice and subject to Clause 2.3 below, exercise the Put Option contained in, and in accordance with the provisions of, Clause 4 of this Schedule 3, or, without limiting or restricting any rights available to Grand, by notice in writing to the Majority Shareholder, such notice to be served within 10 days from receipt of the Transfer Notice, elect to remain a Shareholder in the Company in which case such election shall be given as many days prior to such transaction as is practicable; final and (ii) binding on the Stockholder Remaining Shareholder and the remaining provisions of clause 2 shall keep any information regarding the proposed transaction strictly confidentialnot apply.
(b) If the Stockholder desires to participate in such transaction, the Stockholder must deliver to the Selling Holder, within 7 days 2.3 The service by a Remaining Shareholder of receiving a Tag-Along Rights NoticeNotice on the Majority Shareholder shall constitute:
2.3.1 the authorisation by such Remaining Shareholder to the Majority Shareholder to negotiate and enter into a contract of sale or other transfer ("the Sale Agreement" which term shall include any and all schedules, written notice (a "Participation Notice"annexes, attachments and any side letters or agreements of any kind whatsoever) of the Stockholder's desire to participate in Shares of such transaction. If the Stockholder does not deliver Remaining Shareholder to the Selling Holder a Participation Notice with respect to such Tag-Along Right within Majority Shareholding Purchaser on the applicable time periodsame terms and conditions as the sale or other transfer of the Majority Shareholding or more favourable terms and conditions than those aforesaid, including the Stockholder shall be treated as having waived his right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction price per Share, and on the terms and conditions no less favourable for the Remaining Shareholder than those contained in the Tag-Along Rights Transfer Notice; and
(c) The Stockholder shall cooperate in such transaction by providing 2.3.2 an obligation on the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor part of the Change of Control.
(d) Each Remaining Shareholder owed to the Majority Shareholder to transfer, upon payment of the Selling Holders consideration in the amount and any other party to any such transaction shall have on the rightterms no less favourable for the Remaining Shareholder than those stated in the Transfer Notice, in its sole discretion, at all times prior to consummation of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tag-Along Rights in respect of such transaction pursuant to this Section 6 shall become null and void, and neither the Selling Holder nor any other such party shall have any liability or obligation Shares to the Stockholder Majority Shareholding Purchaser in accordance with respect thereto. Nothing herein shall be construed the Sale Agreement entered into by the Majority Shareholder, provided such Sale Agreement is on the terms and conditions no less favourable to obligate the Selling Holder to accept any offer or terms for, or to consummate, any Change Remaining Shareholder than those of the Transfer Notice and in Control or other transactionaccordance with the requirements of this Agreement.
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.
Appears in 2 contracts
Samples: Shareholders' Agreement (Open Joint Stock Co Vimpel Communications), Shareholders' Agreement (Open Joint Stock Co Vimpel Communications)
Tag-Along Rights. If Within two business days after entering into a binding agreement to sell all or any one or more stockholders part of its interest in the Company, individually or in a Group (individually and collectively, as applicable, the "Selling Holder") engage in a Change in Control involving a sale of Shares Company (other than any sale sales or other dispositions to an Affiliate Affiliates of such Selling HolderMember), the Stockholder Soliciting Member shall deliver a copy of such binding agreement to the Notified Member and if MCNIC is the Soliciting Member, such binding agreement shall indicate whether the purchaser intends to retain Crown as the Operator. The Notified Member shall have twenty business days to elect, by providing written notice to the right Soliciting Member, to require the purchaser of the Soliciting Member's interest to purchase a percentage of the Notified Member's interest (a determined as set forth below) in the Company on the same terms and conditions (including, without limitation, the same purchase price per percentage point of ownership interest in the Company) set forth in the agreement between the Soliciting Member and the purchaser ("Tag-Along RightRights"). For purposes of the preceding sentence, in connection with any proposed sale the Notified Member may exercise Tag-Along Rights with respect to a percentage of its membership interest equal to the product of (i) to participate in such transaction on the same material terms and conditions as the Selling Holder by including in such transaction the same percentage of the StockholderSoliciting Member's Shares (determined on a Fully Diluted Basis) as membership interest to be sold in the percentage of Shares being sold by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), as follows:
(a) The Company shall deliver to the Stockholder at least 14 days prior to consummating such Change of Control a written notice (a "Tag-Along Notice") of such transaction; provided, however, that (i) if 14 days' prior notice is not practicable, the Tag-Along Notice shall be given as many days prior to such transaction as is practicable; contemplated transfer and (ii) the Stockholder shall keep any information regarding Notified Member's Sharing Ratio (e.g., if the proposed transaction strictly confidential.
Soliciting Member has a 70% Sharing Ratio and is selling all of its membership interest, 100% of the Soliciting Member's membership interest is being sold, and the Notified Member is entitled to sell its entire 30% membership interest (b) 30% Sharing Ratio multiplied by 100%)). If the Stockholder desires to participate in such transactionpayment for the Soliciting Member's interest includes consideration other than cash, the Stockholder must deliver Soliciting Member, the Notified Member and the purchaser shall agree upon the cash value of the sale and all consideration paid from the purchaser to the Selling Holder, within 7 days Notified Member for the Notified Member's interest shall be in cash. Any disagreement between the Soliciting Member and the Notified Member concerning the cash value of receiving a the sale shall be resolved in accordance with Section 13.4. In the event the Notified Member elects to exercise its Tag-Along Rights Notice, written notice (a "Participation Notice") of the Stockholder's desire to participate in such transaction. If the Stockholder does not deliver to the Selling Holder a Participation Notice with respect to such Tag-Along Right within the applicable time period, the Stockholder shall be treated as having waived his right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction on the terms contained in the Tag-Along Rights Notice
(c) The Stockholder shall cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor of the Change of Control.
(d) Each of the Selling Holders and any other party to any such transaction shall have the right, in its sole discretion, at all times prior to consummation of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tag-Along Rights in respect of such transaction pursuant to this Section 6 13.3 and the purchaser refuses to purchase the Notified Member's interest in the Company as provided above, the Soliciting Member shall become null and void, and neither the Selling Holder nor any other such party shall have any liability or obligation not sell its interest to the Stockholder with respect thereto. Nothing herein shall purchaser without the written consent of the Notified Member, which consent may be construed to obligate withheld in the Selling Holder to accept any offer or terms for, or to consummate, any Change in Control or other transactionsole discretion of the Notified Member.
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.
Appears in 1 contract
Tag-Along Rights. If any one or more stockholders 11.1 Subject to the provisions of Clause 9 and this Clause and save with the written consent of the Company, individually or in a Group (individually and collectively, as applicableLender, the "Selling Holder") engage in a Change in Control involving a sale of Founders shall procure Fame Brilliant not to, and Fame Brilliant shall not, prior to the IPO, transfer Shares (other save in connection with the Share Swap) or Listco Shares held by it or otherwise sell, dispose or deal with all or any part of its interest in such shares, save in connection with the Restructuring Exercise, for so long as the Second Loan remains outstanding or the Lender hold Conversion Shares, otherwise than any sale in accordance with the provisions in this Agreement and unless and until the rights conferred by this Clause have been exhausted.
11.2 For the avoidance of doubt, the Lender shall at all times be entitled to an Affiliate transfer and assign all or part of such Selling Holderits Second Loan and/or Conversion Shares and its rights under this Agreement to its subsidiaries and related companies (as defined in the Companies Act (Cap. 50) of Singapore), the Stockholder shall have the right (a "Tag-Along Right") to participate in such transaction on the same material terms and conditions as the Selling Holder by including in such transaction the same percentage of the Stockholder's Shares (determined on a Fully Diluted Basis) as the percentage of Shares being sold by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis)without any restriction whatsoever, as followsand:
(a) The Company each Party who is a shareholder hereby waives all rights of pre-emption that it might have under the constitutive documents of the Listco; and
(b) each Warrantor shall deliver procure that shareholders of the Listco that are not Parties waive all rights of pre-emption which it might have under the constitutive documents of the Listco.
11.3 If a Party (the “Selling Member”) proposes to transfer (the Stockholder at least 14 days prior to consummating such Change of Control “Transfer”) its shares in the Borrower or the Listco (the “Relevant Company”) (the “Sale Shares”), it shall give a written notice (a "Tag-Along the “Sale Notice"”) to the Relevant Company and other Parties that it desires to sell the same. Every Sale Notice shall specify the number of such transaction; provided, however, that (i) if 14 days' prior notice is not practicableSale Shares which the Selling Member desires to sell, the Tag-Along Notice shall be given as many days prior to such transaction as is practicable; and (ii) the Stockholder shall keep any information regarding name of the proposed transaction strictly confidential.
transferee (bif any) If the Stockholder desires to participate in such transaction, the Stockholder must deliver to the Selling Holder, within 7 days of receiving a Tag-Along Rights Notice, written notice (a "Participation Notice") of the Stockholder's desire to participate in such transaction. If the Stockholder does not deliver to the Selling Holder a Participation Notice with respect to such Tag-Along Right within the applicable time period, the Stockholder shall be treated as having waived his right to participate in such transaction. The Participation Notice and shall constitute an irrevocable commitment by the Stockholder Relevant Company to participate in be the transaction on the terms contained in the Tag-Along Rights Notice
(c) The Stockholder shall cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor of the Change of Control.
(d) Each agent of the Selling Holders and any other party Member for the sale of the Sale Shares to any such transaction member of the Relevant Company at the purchase price stated in the Sale Notice.
11.4 The Lender (“Participating Lender”) shall have the right, exercisable upon written notice (the “Notice of Participation”) to the Relevant Company within 30 days after receipt of the Sale Notice, to inform the Relevant Company in writing whether it elects to participate in the Transfer on the same or equivalent terms and conditions set out in the Sale Notice (the “Tag-along Rights”). The Notice of Participation shall indicate the number of shares in the Relevant Company the Participating Lender elects to transfer. The Participating Lender shall promptly deliver to the Relevant Company (who shall be deemed to be constituted as the agent of the Participating Lender for the Transfer) for transfer to the prospective purchaser one or more share transfer forms properly executed for transfer, together with the relevant share certificates.
11.5 If the Lender fails to elect to participate in the Transfer, it shall be deemed to have consented to the transfer by the Selling Member on the terms and conditions and to the proposed transferee set forth in the Sale Notice and Notice of Participation. Subject to the compliance with Clauses 11.3, 11.4 and 11.5, all Parties waive all rights of pre-emption provided in this Agreement or other constitutive documents of the Relevant Company. The exercise or non-exercise of the rights of the Lender to participate in one or more Transfers shall not adversely affect the rights of the Lender to participate in subsequent Transfers.
11.6 Upon completion of the transfer(s) pursuant to the terms and conditions specified in the Sale Notice and Notice of Participation(s), the Selling Member (if in receipt of the proceeds) shall remit to the Participating Lender that portion of the proceeds to which the Participating Lender is entitled by reason of its sole discretion, at all times prior to consummation of participation in such transaction to abandon, rescind, annul, withdraw transfer. To the extent that any prospective purchaser(s) prohibits such assignment or otherwise terminate refuses to purchase the Sale Shares from the Participating Lender, the Selling Member shall not transfer to such transaction whereupon all Tag-Along Rights prospective purchaser(s) any of its Sale Shares unless and until simultaneously with such Transfer, the Selling Member shall purchase the Sale Shares of the Participating Lender from the Participating Lender on the same terms and conditions specified in respect the Sale Notice.
11.7 For the avoidance of such transaction doubt, the Lender may, upon the receipt of the Notice of Transfer, exercise his right of conversion pursuant to this Section Clause 6 shall become null (if such right has not been previously exercised) and void, and neither the Selling Holder nor any other such party shall have any liability or obligation to the Stockholder with respect thereto. Nothing herein Lender shall be construed entitled to obligate X number of shares in the Selling Holder to accept any offer or terms forenlarged share capital of the Relevant Company, or to consummate, any Change in Control or other transaction.
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.where X is calculated as follows: X = LQ Where:
Appears in 1 contract
Tag-Along Rights. If 21.1 Within ** of:
21.1.1 receipt of written notice from either Yandex or Uber (for the purposes of this Clause 19, a Selling Shareholder) of its consent to the other Shareholder (for the purposes of this Clause 19, the Other Shareholder) Transferring some or all of its Shares (or any one interest therein or more stockholders in respect thereof) prior to the expiry of the CompanyLock-up Period in accordance with Clause 19.2; or
21.1.2 receipt of a Third Party Completion Notice (which, individually or for the avoidance of doubt shall only occur after the expiry of the Lock-up Period and at any time prior to a Qualified IPO); the Other Shareholder shall be entitled, by written notice to the Selling Shareholder (the "Tag Along Notice"), to require that the Selling Shareholder comply with Clause 21.2.
21.2 Upon delivery of a Tag Along Notice by the Other Shareholder within the period specified in Clause 21.1 (the Other Shareholder, a Group (individually "Participating Shareholder"):
21.2.1 subject to Clauses 21.2.1 and collectively, as applicable21.2.4, the "Selling Holder") engage in a Change in Control involving a sale of Shares (other than any sale to an Affiliate of such Selling Holder), the Stockholder Participating Shareholder shall have the right (a "Tag-Along Right") be bound to participate in the transfer to the Third Party Purchaser in accordance with its terms and conditions;
21.2.2 the Selling Shareholder shall use its or their reasonable endeavours to procure that the Third Party Purchaser purchases, or procures the purchase of the proportion of the Shares held by each Participating Shareholder equal to the proportion which the number of Shares to be transferred by the Selling Shareholder bears to the total number of Shares held by the Selling Shareholder immediately prior to such transaction sale;
21.2.3 at the same time and on the same material terms and conditions Key Terms as the Third Party Purchaser purchases the Shares held by the Selling Holder Shareholder; and
21.2.4 the Selling Shareholder shall not complete the sale to the Third Party Purchaser unless (save due to default by including in such transaction the Participating Shareholder) the Third Party Purchaser (or its nominee(s)) purchase(s) the relevant Shares of the Participating Shareholder at the same percentage of time and on the Stockholder's Shares (determined on a Fully Diluted Basis) same Key Terms as the percentage of Third Party Purchaser purchases the Shares being sold by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), as follows:Shareholder.
(a) The Company shall deliver to the Stockholder at least 14 days prior to consummating such Change of Control a written notice (a "Tag-Along Notice") of such transaction; provided, however, that (i) if 14 days' prior notice is not practicable, the Tag-21.3 A Tag Along Notice shall be given irrevocable and shall be governed by English law. 22. LIQUIDITY EVENT
22.1 The Parties acknowledge and agree that the terms and conditions of any Liquidity Event shall be consistent with the then prevailing international standard practice.
22.2 Upon commencement of the processes in respect of a Liquidity Event, each Shareholder shall:
22.2.1 cooperate with (and procure so far as many days prior it lawfully can that each Group Company and each Supervisory Director and Managing Director it has nominated for appointment to such transaction as is practicable; and (iithe Company, shall cooperate with) the Stockholder shall keep any information regarding the proposed transaction strictly confidential.
(b) If the Stockholder desires to participate in such transaction, the Stockholder must deliver to the Selling Holder, within 7 days of receiving a Tag-Along Rights Notice, written notice (a "Participation Notice") of the Stockholder's desire to participate in such transaction. If the Stockholder does not deliver to the Selling Holder a Participation Notice with respect to such Tag-Along Right within the applicable time period, the Stockholder shall be treated as having waived his right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction on the terms contained in the Tag-Along Rights Notice
(c) The Stockholder shall cooperate in such transaction by providing the Selling Holder all materials (including executed purchase Company and sale agreements its financial and stock Transfer documentation), as the Selling Holder may reasonably request other advisers in order to consummate achieve such a Liquidity Event;
22.2.2 procure, so far as it lawfully can, that the transaction. The Stockholder shallCompany and (where applicable) any Supervisory Director and Managing Director nominated for appointment by such Shareholder shall use all reasonable endeavours to achieve the Liquidity Event; and
22.2.3 subject to Clause 22.1, if provided an opportunity do all such acts and things and execute all such documents and deeds as it may reasonably be requested to do so, consent to and vote in favor of by the Change of Control.
(d) Each of the Selling Holders and Company or any other party Shareholder for the purposes of achieving the Liquidity Event (provided that no Shareholder shall be required to agree to do any such transaction act or thing which shall have the right, in its sole discretion, at all times prior to consummation effect of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tag-Along Rights in respect of such transaction pursuant to this Section 6 shall become null and void, and neither the Selling Holder nor any other such party shall have any liability or imposing upon it an obligation to the Stockholder with respect thereto. Nothing herein shall be construed to obligate the Selling Holder to accept any offer or terms for, or to consummate, any Change in Control contribute a greater amount of capital or other transactionfunds (whether in cash or kind) to the Company than it is already obliged to contribute). The Shareholders shall act in good faith and use reasonable endeavours to seek to minimise the extent of the other Shareholder's obligations under this Clause 22.2.2.
22.3 Without limiting Clause 22.2 or paragraph 4 of the Transfer Terms, the Shareholders shall and shall procure that each member of the Group's management (eincluding any Supervisory Director and Managing Director nominated for appointment by the relevant Shareholder) This Section 6 shall terminate immediately after shall, act reasonably to facilitate the consummation Liquidity Event process including providing reasonable access to Confidential Information (subject to appropriate undertakings from any recipient(s) to maintain the confidentiality of a Change of Control or an Initial Public Offeringthat information), responding to due diligence enquiries and (if requested) providing management presentations and management meetings.
Appears in 1 contract
Tag-Along Rights. If CSMC shall have tag-along rights with respect to the Shares in the event that the Company proposes to sell, transfer or otherwise dispose of any one or more stockholders of the Company’s shares of Synbiomics’ capital stock. If the Company proposes to engage, individually directly or indirectly, in a Group sale, transfer or other disposition (individually a “Sale”) of any shares of Synbiomics’ capital stock (the “Offered Shares”), and collectivelythe Company receives a bona fide written offer (the “Purchase Offer”) from a person (the “Offeror”) to purchase the Offered Shares for a purchase price (the “Offer Price”) denominated and payable in United States dollars at closing or according to specified terms, as applicablewith or without interest, then before making such a transfer, the "Selling Holder") engage in a Change in Control involving a sale of Shares (other than any sale to an Affiliate of such Selling Holder)Company shall, the Stockholder shall have the right (a "Tag-Along Right") to participate in such transaction on the same material terms and conditions as the Selling Holder by including in such transaction the same percentage of the Stockholder's Shares (determined on a Fully Diluted Basis) as the percentage of Shares being sold by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), as follows:
(a) The Company shall deliver to the Stockholder at least 14 days prior to consummating such Change of Control a any Sale contemplated by this Section 1.4, immediately give to CSMC written notice (a "Tag-Along Notice"such notice being referred to herein as the “Notice of Transfer”) setting froth the price and the terms of payment, and any other material terms of such transaction; provided, however, that (i) if 14 days' prior notice is not practicable, the Tag-Along Notice shall be given as many days prior to such transaction as is practicable; and (ii) the Stockholder shall keep any information regarding the proposed transaction strictly confidential.
(b) If the Stockholder desires to participate in such transaction, the Stockholder must deliver to the Selling Holder, within 7 days of receiving a Tag-Along Rights Notice, written notice (a "Participation Notice") of the Stockholder's desire to participate in such transaction. If the Stockholder does not deliver to the Selling Holder a Participation Notice with respect to such Tag-Along Right within the applicable time period, the Stockholder shall be treated as having waived his right to participate in such transactionSale. The Participation Notice of Transfer shall constitute an irrevocable commitment offer by the Stockholder Company to CSMC to permit CMSC to sell its shares of Synbiomics in the proposed Sale, for the same price and form of consideration to be received by the Company and otherwise upon the terms and subject to the conditions set forth in the Notice of Transfer, on a pro rata basis with the Company (based on respective shares of Synbiomics capital stock). For a period of twenty (20) days following receipt of the Notice of Transfer, CSMC may, by delivering to the Company written notice of its election, elect irrevocably to participate as a seller in such proposed Sale on a pro rata basis with the Company. If CSMC fails to respond within such 20-day period, CSMC shall be deemed to have elected not to participate in the transaction on the terms contained in the Tag-Along Rights Notice
(c) The Stockholder shall cooperate in such transaction by providing the Selling Holder all materials (including executed purchase proposed Sale and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor of the Change of Control.
(d) Each of the Selling Holders and any other party to any such transaction shall have the right, in its sole discretion, at waived any and all times prior to consummation of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tag-Along Rights in respect of such transaction pursuant to rights under this Section 6 shall become null and void, and neither the Selling Holder nor any other such party shall have any liability or obligation to the Stockholder with respect thereto. Nothing herein Within ten (10) days of the expiration of such 20-day period, the Company may consummate the transaction proposed in the applicable Purchase Offer and Notice of Transfer. Any such Synbiomics capital stock not so transferred during such 10-day period shall thereafter again be construed subject to obligate the Selling Holder to accept any offer or terms for, or to consummate, any Change tag-along rights of CSMC set forth in Control or other transactionthis Section 1.4.
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.
Appears in 1 contract
Samples: Stock Purchase Agreement (Synthetic Biologics, Inc.)
Tag-Along Rights. If Subject to compliance with Laws, Purchaser may Transfer any one or more stockholders of the CompanyMembership Interests to any Person at any time, individually or in a Group (individually and collectivelyprovided, as applicablehowever, the "Selling Holder") engage in a Change in Control involving a sale of Shares (other than that any sale Transfer by Purchaser that is not to an Affiliate of such Selling Holder)Purchaser, to any director, officer or employee of the Stockholder shall have Company or any of its Subsidiaries, or pursuant to an initial public offering of the right Business (a "Tag-Along Right"“Triggering Sale”) shall be subject to participate the restrictions described in such transaction on the same material terms and conditions as the Selling Holder by including in such transaction the same percentage of the Stockholder's Shares (determined on a Fully Diluted Basis) as the percentage of Shares being sold by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), as followsthis Section 7.3:
(a) The Company Subject to Section 7.2, if Purchaser enters into a transaction pursuant to which Purchaser would Transfer any of its Membership Interests to a purchaser (the “Tag-Along Purchaser”) in a Triggering Sale, Purchaser shall deliver to the Stockholder at least 14 days prior to consummating such Change of Control a written tag-along notice (a "the “Tag-Along Notice"”) to each of the Rollover Equityholders. The Tag-Along Notice shall name the Tag-Along Purchaser, specify the amount of Purchaser’s Membership Interests to be sold to the Tag-Along Purchaser (the “Offered Interests”), the price and the terms of payment therefor, and any other material terms of such transaction; providedproposed Transfer. The Rollover Equityholders shall have the right to elect to participate in the proposed Transfer, howeverupon the terms and conditions set forth in the Tag-Along Notice, that by delivering written notice of such election to Purchaser within ten (i10) if 14 days' prior notice Business Days after the Tag-Along Notice is delivered to such Rollover Equityholder (such period, the “Tag-Along Option Period”). Each Rollover Equityholder shall be entitled, but is not practicablerequired, to sell to the Tag-Along Purchaser, on substantially the same terms and conditions as Purchaser, up to such Rollover Equityholder’s Sharing Percentage of the aggregate amount of the Offered Interests. Each Rollover Equityholder that exercises its right to sell any portion of its Membership Interests pursuant to this Section 7.3(a) agrees to timely take all such other actions as Purchaser reasonably requests in connection with such proposed Transfer, and to make representations and warranties and agree to covenants and indemnities that are substantially similar to those made by Purchaser in connection with such Transfer.
(b) Failure by a Rollover Equityholder to deliver to Purchaser a notice of its intent to participate in the proposed Transfer prior to the expiration of the Tag-Along Option Period shall be deemed an election of such Rollover Equityholder not to participate in the proposed Transfer.
(c) To the extent any Rollover Equityholder validly exercised its tag-along right pursuant to, and otherwise complied with, Section 7.3(a), the Purchaser shall not Transfer any Offered Interests to the Tag-Along Purchaser unless and until, simultaneously with such Transfer, the Tag-Along Notice shall be given as many days prior Purchaser purchases such Rollover Equityholder’s Membership Interests it elected to such transaction as is practicable; and (ii) the Stockholder shall keep any information regarding the proposed transaction strictly confidential.
(b) If the Stockholder desires to participate in such transaction, the Stockholder must deliver to the Selling Holder, within 7 days of receiving a Tag-Along Rights Notice, written notice (a "Participation Notice") of the Stockholder's desire to participate in such transaction. If the Stockholder does not deliver to the Selling Holder a Participation Notice with respect to such Tag-Along Right within the applicable time period, the Stockholder shall be treated as having waived his right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate include in the transaction on the terms contained contemplated Transfer in the Tag-Along Rights Notice
(c) The Stockholder shall cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentationaccordance with Section 7.3(a), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor of the Change of Control.
(d) Each of the Selling Holders and any other party to any such transaction shall have the right, in its sole discretion, at all times prior to consummation of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tag-Along Rights in respect of such transaction pursuant to this Section 6 shall become null and void, and neither the Selling Holder nor any other such party shall have any liability or obligation to the Stockholder with respect thereto. Nothing herein shall be construed to obligate the Selling Holder to accept any offer or terms for, or to consummate, any Change in Control or other transaction.
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.
Appears in 1 contract
Samples: Securities Purchase Agreement (Enpro Industries, Inc)
Tag-Along Rights. If any one or more stockholders (a) Each Controlling Stockholder who proposes to effect a Tag-Along Sale shall afford each of the CompanyInvestors (each, individually or in a Group (individually and collectively, as applicable, the "Selling HolderTag-Along Stockholder") engage the opportunity to participate therein in a Change accordance with this Section 2.6. Each Controlling Stockholder represents to the Investors that it has not entered into any agreement providing for any rights inconsistent with the rights provided to the Investors in Control involving a sale of Shares this Section 2.6 and that it has not otherwise directly or indirectly granted any such rights. No Controlling Stockholder shall enter into any agreement providing for, or otherwise directly or indirectly grant, any tag-along or other contractual rights (other than customary registration rights) to participate, directly or indirectly, in any sale to an Affiliate Tag-Along Sale without the prior unanimous written approval of such Selling Holder)the Investor Nominees and, so long as the Other Purchasers, in the aggregate, beneficially own at least 33% of the Shares beneficially owned by the Other Purchasers on the Acquisition Date, the Requisite Holders.
(b) With respect to each Tag-Along Sale, each Tag-Along Stockholder shall have the right (a "Tag-Along Right") to participate in such transaction on Transfer, at the same material price and upon identical terms and conditions as such proposed Transfer (except as set forth below), the Selling Holder by including in such transaction the same percentage of the Stockholder's Shares (determined on a Fully Diluted Basis) as the percentage number of Shares being sold owned by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), as follows:
(a) The Company shall deliver to the Stockholder at least 14 days prior to consummating such Change of Control a written notice (a "Tag-Along Notice") of Stockholder equal to such transactionTag-Along Stockholder's Transfer Allotment; provided, however, that (i) if 14 days' a Tag-Along Stockholder may Transfer Shares of a different kind than those transferred by a Controlling Stockholder pursuant to a Tag-Along Sale; and (ii) in the event of a Tag-Along Sale pursuant to a Transfer by a Controlling Stockholder of an interest in a Person that directly or indirectly owns Shares, the price and other terms and conditions of such Tag-Along Sale applicable to each Tag-Along Stockholder and the Shares to be sold by such Tag-Along Stockholder, shall as closely approximate those of the proposed Transfer as is reasonably practicable. At the time any Tag-Along Sale is proposed, the Controlling Stockholders shall give written notice to each Tag-Along Stockholder of its rights to sell Shares hereunder (the "Transfer Notice"), which notice shall identify the Proposed Purchaser and state the number of Shares proposed to be Transferred, the proposed offering price (including the form and terms of any non-cash consideration to be received in connection therewith), the proposed date of any such Transfer (the "Transfer Date") and any other material terms and conditions of the proposed Transfer. The Transfer Notice shall also contain a complete and correct copy of any offer to, or agreement with, the Controlling Stockholders by the Proposed Purchaser to purchase such Shares. The Controlling Stockholders shall use their best efforts to deliver the Transfer Notice at least 30 days prior to the Transfer Date and in no event shall the Controlling Stockholders provide such Transfer Notice later than 21 days prior to the Transfer Date.
(c) Each Tag-Along Stockholder that wishes to participate in the Tag-Along Sale shall provide written notice is (or oral notice confirmed in writing) (the "Tag-Along Notice") 15 to the Controlling Stockholders no less than 7 days prior to the Transfer Date. The Tag-Along Notice shall set forth the number and kind of Shares that such Tag-Along Stockholder elects to include in the Transfer, which shall not practicable, exceed such Tag-Along Stockholder's Transfer Allotment; provided that the failure of a Tag-Along Stockholder to correctly specify a number or kind of Shares not exceeding its Transfer Allotment shall not affect the rights such Tag-Along Stockholder may otherwise have under this Section 2.6 (and any specified Shares in excess of such Tag-Along Stockholder's Transfer Allotment shall be treated as Additional Shares). The Tag-Along Notice shall also specify the aggregate number and kind of additional Shares owned of record by such Tag-Along Stockholder as of the close of business on the second day immediately preceding the date on which the Tag-Along Notice is given by such Tag-Along Stockholder, if any, which such Tag-Along Stockholder desires also to include in the Transfer ("Additional Shares") in the event there is any under-subscription for the entire amount of all Tag-Along Transfer Allotments. In the event there is an under-subscription by the Tag-Along Stockholders for any portion of the aggregate Tag-Along Stockholders' Transfer Allotments, the Controlling Stockholders shall apportion the unsubscribed Tag-Along Stockholders' Transfer Allotments to Tag-Along Stockholders whose Tag-Along Notices specified an amount of Additional Shares, which apportionment shall be on a pro rata basis among such Tag-Along Stockholders in accordance with the number of Additional Shares specified by all such Tag-Along Stockholders in their Tag-Along Notices. The Tag-Along Notices given as many days prior by the Tag-Along Stockholders shall constitute their binding agreements to sell such transaction as is practicable; Shares on the terms and (ii) the Stockholder shall keep any information regarding the proposed transaction strictly confidential.
(b) If the Stockholder desires to participate in such transaction, the Stockholder must deliver conditions applicable to the Selling Holder, within 7 days of receiving Transfer. If a Tag-Along Rights NoticeNotice is not received by the Controlling Stockholders from a Tag-Along Stockholder prior to the 7-day period specified above, written notice the Controlling Stockholders shall have the right to sell or otherwise Transfer the number of Shares specified in the Transfer Notice to the Proposed Purchaser specified in the Transfer Notice without any participation by such Tag-Along Stockholder (subject to the right of other Tag-Along Stockholders to sell Additional Shares in the event of an under-subscription by Tag-Along Stockholders, as described above), but only on terms and conditions with respect to the consideration paid by the Proposed Purchaser no more favorable (and other material terms and conditions which a "Participation Notice"reasonable investor would consider significant to the decision to include Shares in the Transfer no more favorable in any material respect) to the Controlling Stockholders than as stated in the Transfer Notice to the Tag-Along Stockholders, and only if such Transfer occurs on a date within 45 Business Days of the Stockholder's desire Transfer Date.
(d) No Tag-Along Stockholder shall be required to participate make any representations and warranties to any Person in connection with such transaction. If Tag-Along Sale except as to (i) good title and the Stockholder does not deliver to the Selling Holder a Participation Notice absence of liens with respect to such Tag-Along Right within Stockholder's Shares, (ii) the applicable time periodcorporate or other existence of such Tag-Along Stockholder and (iii) the authority for and the validity and binding effect of, and the absence of any conflicts under the charter documents and material agreements of such Tag-Along Stockholder as to, any agreements emerged into by such Tag-Along Stockholder in connection with such Transfer. No Tag-Along Stockholder shall be treated as having waived his right required to participate provide any indemnities in connection with such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction on the terms contained in the Tag-Along Rights Notice
(c) The Stockholder shall cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor of the Change of Control.
(d) Each of the Selling Holders and any other party to any such transaction shall have the right, in its sole discretion, at all times prior to consummation Sale except for a breach of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tag-Along Rights in respect of such transaction pursuant to this Section 6 shall become null representations and void, and neither the Selling Holder nor any other such party shall have any liability or obligation to the Stockholder with respect thereto. Nothing herein shall be construed to obligate the Selling Holder to accept any offer or terms for, or to consummate, any Change in Control or other transactionwarranties.
(e) This The provisions of this Section 6 2.6 shall terminate immediately after the consummation not apply to any Transfers (i) by a Controlling Stockholder to a Permitted Transferee of such Controlling Stockholder (provided that such Permitted Transferee has agreed to be bound by this Agreement as contemplated by Section 2.9 hereof), (ii) pursuant to a Change of Control or an Initial Public Offering, (iii) pursuant to a Rule 144 Open Market Transaction of which each of the Investor Nominees and each Purchaser who beneficially owns at 12 16 least 731,897 Shares, has been provided at least two Business Days prior written notice, (iv) on or after March 22, 1996, by Ronaxx X. Xxxxxx xx Controlling Stockholders controlled by Ronaxx X. Xxxxxx; xxovided, that the aggregate number of Shares transferred pursuant to this clause (iv) by all such Persons does not exceed 73,365 (2.5% of the number of Shares beneficially owned by the Yucaipa Affiliates on the Acquisition Date), (v) of limited partnership interests in Yucaipa Dominick's Partners, L.P. by Ronaxx X. Xxxxxx xx of the Acquisition Date and representing an indirect pecuniary interest in not more than 178,583 Shares, (vi) of limited partnership interests in Crescent Shared Opportunity Fund II, L.P. or (vii) constituting a bona fide pledge to a broker-dealer or other institutional lender.
Appears in 1 contract
Samples: Stockholders Agreement (Internationale Nederlanden Capital Corp)
Tag-Along Rights. If any one or more stockholders If, following the five-year period immediately following the date hereof and after complying with the conditions of the CompanySection 10.4, individually or in a Group (individually and collectively, as applicableSpecial Partner proposes to accept a Third-Party Offer, the "Selling Holder") engage other Special Partner may exercise tag-along rights with respect to its Partnership Interest in a Change in Control involving a sale of Shares accordance with the following provisions (other than any sale to an Affiliate of such Selling Holder)Special Partner exercising such rights, the Stockholder shall have the right (a "Tag-Along RightTagging Partner") to participate in such transaction on the same material terms and conditions as the Selling Holder by including in such transaction the same percentage of the Stockholder's Shares (determined on a Fully Diluted Basis) as the percentage of Shares being sold by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), as follows:.
(a) The Company Tagging Partner shall deliver have a period of 10 days following the expiration of the period in which it must determine whether to elect to purchase all of the transferring Partner's Partnership Interest pursuant to Section 10.4(b) within which to elect (and if so, to provide the transferring Partner with an irrevocable written notice to that effect) to sell its Partnership Interest on the same terms, conditions and price per Unit to the Stockholder at least 14 days prior proposed Transferee. If the transferring Partner is unable to consummating such Change of Control a written notice (a "Tag-Along Notice") of such transaction; provided, however, that (i) if 14 days' prior notice is not practicable, the Tag-Along Notice shall be given as many days prior to such transaction as is practicable; and (ii) the Stockholder shall keep any information regarding cause the proposed transaction strictly confidentialTransferee to purchase all the Partnership Interests proposed to be Transferred by the transferring Partner and the Tagging Partner, then the transferring Partner may not make such Transfer. The transferring Partner shall have a period of 60 days following the expiration of the 10-day period mentioned above to sell all the Partnership Interests agreed to be purchased by the Transferee, on the payment terms specified in the Third-Party Offer. The sale of the Tagging Partners' Partnership Interest shall occur simultaneously with the sale of the transferring Partners' Partnership Interest.
(b) If The Tagging Partner shall agree to (i) make substantially the Stockholder desires to participate in such transaction, the Stockholder must deliver same representations and warranties to the Selling Holder, within 7 days of receiving a Tag-Along Rights Notice, written notice (a "Participation Notice") of the Stockholder's desire to participate in such transaction. If the Stockholder does not deliver to the Selling Holder a Participation Notice Transferee with respect to itself and related items as the transferring Partner makes with respect to itself and related items in connection with the Transfer, (ii) substantially the same covenants, indemnities and agreements with respect to itself and related items as agreed by the transferring Partner with respect to themselves and related items in connection with the Transfer (other than any non-competition or similar agreements or covenants that would bind such Tag-Along Right within Tagging Partner or its Affiliates), and (iii) substantially the applicable time periodsame terms and conditions to the Transfer of Partnership Interests as the transferring Partner agrees. Notwithstanding the foregoing, the Stockholder however, all such representations, warranties, covenants, indemnities and agreements shall be treated as having waived his right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment made by the Stockholder Tagging Partner and the transferring Partner severally and not jointly. Notwithstanding anything herein to participate the contrary, there shall be no liability on the part of the transferring Partner in the transaction on event that the terms contained proposed Transfer shall not be consummated for whatever reason. Whether a sale of the Partnership Interest is effected by a transferring Partner shall be in the Tag-Along Rights Noticesole discretion of such transferring Partner.
(c) The Stockholder For the avoidance of doubt, references in this Section 10.5 to the Partnership Interest of a Partner shall cooperate in also include all GP Shares directly or indirectly owned by such transaction by providing the Selling Holder all materials Partner (including executed purchase and sale agreements and stock Transfer documentationor its Affiliates), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to well as all direct and vote in favor of the Change of Control.
(d) Each of the Selling Holders and any other party to any such transaction shall have the right, in its sole discretion, at all times prior to consummation indirect rights of such transaction to abandon, rescind, annul, withdraw Partner (or otherwise terminate such transaction whereupon all Tag-Along Rights its Affiliates) in respect of such transaction pursuant to this Section 6 shall become null and void, and neither the Selling Holder nor any other such party shall have any liability or obligation to the Stockholder with respect thereto. Nothing herein shall be construed to obligate the Selling Holder to accept any offer or terms for, or to consummate, any Change in Control or other transactionSupply Agreement.
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.
Appears in 1 contract
Samples: Limited Partnership Agreement (Globe Specialty Metals Inc)
Tag-Along Rights. If Without limitation to the right of any one Holder to exercise its Put Right pursuant to Section 19(a), if at any time the Company shall determine to enter into any transaction or more stockholders series of the Company, individually or in a Group (individually and collectively, as applicable, the "Selling Holder") engage transactions that would result in a Change of Control (a "Change of Control Transaction") (any third party proposing to enter into such transaction or transactions being hereinafter referred to in Control involving this Section 19(d) as a sale of Shares (other than any sale to an Affiliate of such Selling Holder"Prospective Purchaser"), the Stockholder Company and any Prospective Purchaser shall have first give written notice (the right (a "Tag-Along RightOffer Notice") to participate all of the Holders, specifying the name and address of the Prospective Purchaser and the number of shares, if any, of Stock proposed to be issued, sold, transferred or otherwise disposed of and setting forth in such reasonable detail the price, structure and other terms and conditions of the Change of Control Transaction. The Offer Notice shall represent the offer (the "Offer") from the Prospective Purchaser to each of the Holders of the right to sell to the Prospective Purchaser as a condition to the consummation of the proposed transaction described in the Offer Notice, all Warrant Securities then owned by each Holder to the Prospective Purchaser and, at the option of the Holders, on the same material terms and conditions (including price and form of consideration) as are being offered by the Selling Holder by including in such transaction Prospective Purchaser to the same percentage Company or at the Fair Market Value per Share, determined as of the Stockholder's Shares date of the Offer Notice, minus the Exercise Price (determined on if any). Each Holder shall have thirty (30) days from the date of receipt of the Offer Notice to give written notice of its intention to accept or reject the Offer. Failure to respond within such thirty-day period shall be deemed notice of rejection. In the event that any Holder gives written notice to the Company and the Prospective Purchaser of its intention to accept such Offer, then such written notice, taken in conjunction with the Offer Notice, shall constitute a Fully Diluted Basis) as valid and legally binding agreement, and each of the percentage Holders so giving such written notice shall be entitled to sell to the Prospective Purchaser, contemporaneously with the consummation of Shares being sold the Change of Control Transaction, all of the Warrant Securities at the price specified therefor by such Holder in accordance with this Section 19(d). In the event that all of the Holders reject or are deemed to have rejected the offer represented by the Selling Holder in Offer Notice, the Company shall be free to proceed to consummate such Change of Control (determined on a Fully Diluted Basis), as follows:
(a) The Company shall deliver to the Stockholder at least 14 days prior to consummating such Change of Control a written notice (a "Tag-Along Notice") of such transaction; provided, however, that (i) if 14 days' prior notice is not practicable, the Tag-Along Notice shall be given as many days prior to such transaction as is practicable; and (ii) the Stockholder shall keep any information regarding the proposed transaction strictly confidential.
(b) If the Stockholder desires to participate in such transaction, the Stockholder must deliver to the Selling Holder, within 7 days of receiving a Tag-Along Rights Notice, written notice (a "Participation Notice") of the Stockholder's desire to participate in such transaction. If the Stockholder does not deliver to the Selling Holder a Participation Notice with respect to such Tag-Along Right within the applicable time period, the Stockholder shall be treated as having waived his right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction Transaction on the terms contained and conditions set forth in the Tag-Along Rights Offer Notice
, provided that such sale is not otherwise prohibited by any agreement between the Company and the Purchaser. In the event the Company fails to complete the proposed sale, transfer or other disposition within ninety (c90) The Stockholder shall cooperate in days after the Holder or Holders rejected or were deemed to have rejected the Offer, such transaction by providing or transactions shall again be subject to the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentationprovisions of this Section 19(d), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity provisions of this Section 19(d) shall apply until the termination of this Agreement pursuant to do so, consent to and vote in favor of the Change of Control.
(d) Each of the Selling Holders and any other party Section 24 to any such transaction shall have the right, Person who acquires in its sole discretion, at all times prior to consummation of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tag-Along Rights in respect of such transaction pursuant to this Section 6 shall become null and void, and neither the Selling Holder nor any other such party shall have manner any liability or obligation to the Stockholder with respect thereto. Nothing herein shall be construed to obligate the Selling Holder to accept Warrant Securities from any offer or terms for, or to consummate, any Change in Control or other transactionHolder.
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.
Appears in 1 contract
Samples: Warrant Purchase Agreement (Internationale Nederlanden Capital Corp)
Tag-Along Rights. If any one or more In the event of a qualifying Transfer of Common Stock by certain stockholders of the Company, individually or Company as specified in a Group (individually and collectively, as applicableSection 3.4 of the Stockholders Agreement, the "Selling Holder", pursuant to Section 9(b) engage of the Registration Rights Agreement, shall be entitled to certain tag-along sale rights with respect to the Warrant Shares pursuant to the terms and subject to the conditions set forth in a Change in Control involving a sale of Shares the Stockholders Agreement and the Registration Rights Agreement (other than any sale to an Affiliate of such Selling Holder), the Stockholder shall have the right (a "“Tag-Along Right") to participate in such transaction on the same material terms and conditions as the Selling Holder by including in such transaction the same percentage of the Stockholder's Shares (determined on a Fully Diluted Basis) as the percentage of Shares being sold by the Selling Holder in such Change of Control (determined on a Fully Diluted BasisRights”), as follows:
(a) The Company shall deliver to the Stockholder at least 14 days prior to consummating such Change of Control a written notice (a "Tag-Along Notice") of such transaction; provided, however, that in connection with a Tag-Along Closing, the Holder shall be obligated to make or agree to only such customary representations, covenants, indemnities and agreements in connection with the Holder’s ownership of the Warrant and the Warrant Shares and authority to sell the Warrant Shares as the Transferring Stockholder makes with respect to its shares of Common Stock and only so long as they are made severally and not jointly and the liabilities thereunder are borne only by the party making or agreeing to make such representations, covenants, indemnities and agreements. Upon any exercise by the Holder of its Tag-Along Rights in accordance with the Stockholders Agreement and the Registration Rights Agreement, (i) if 14 days' the Warrant shall be deemed exercised immediately prior notice is not practicable, to the consummation of the closing of the sale of Common Stock pursuant to such Tag-Along Notice shall Rights (the “Tag-Along Closing”) to the extent of the Warrant Shares to be given as many days prior to sold at such transaction as is practicable; Tag-Along Closing and (ii) the Stockholder shall keep any information regarding the proposed transaction strictly confidential.
(b) If the Stockholder desires to participate in Warrant Shares resulting from such transaction, the Stockholder must deliver to the Selling Holder, within 7 days of receiving a Tag-Along Rights Notice, written notice (a "Participation Notice") of the Stockholder's desire to participate in such transaction. If the Stockholder does not deliver to the Selling Holder a Participation Notice with respect to such Tag-Along Right within the applicable time period, the Stockholder exercise shall be treated as having waived his right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment sold by the Stockholder to participate in the transaction on the terms contained in Holder at the Tag-Along Rights Notice
(c) The Stockholder shall cooperate in such transaction by providing Closing. Promptly following the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor of the Change of Control.
(d) Each of the Selling Holders and any other party to any such transaction shall have the right, in its sole discretion, at all times prior to consummation of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tag-Along Rights in respect of such transaction pursuant to this Section 6 Closing, the Holder shall become null and void, and neither the Selling Holder nor any other such party shall have any liability or obligation (i) remit to the Stockholder with respect thereto. Nothing herein shall be construed Company the Exercise Price for such Warrant Shares and (ii) receive from the Company a new Warrant for the purchase of an aggregate number of Warrant Shares equal to obligate the Selling number of Warrant Shares underlying the Warrant immediately prior to the Tag-Along Closing, minus the number of Warrant Shares sold by the Holder to accept any offer or terms for, or to consummate, any Change in Control or other transactionat the Tag-Along Closing.
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Johnsondiversey Holdings Inc)
Tag-Along Rights. If any one or more stockholders of the Company, individually or in a Group (individually and collectively, as applicable, the "Selling Holder") engage in a Change in Control involving a sale of Shares (other than any sale to an Affiliate of such Selling Holder), the Stockholder 4.1 Purchaser shall have the right (a "the “Tag-Along Right") ”), but not the obligation, to participate in such transaction transfer to the Proposed Transferee up to Purchaser's Proportionate Share on the same material terms and conditions set forth in the Sale Notice by giving written notice to that effect to the Selling Shareholder, at any time between the date of the Sale Notice and the date on which the Offeree Refusal Period expires.
4.2 In the event that the Proposed Transferee is unwilling or does not purchase the Purchaser's Proportionate Share on the same terms and conditions as the Proposed Transferee would purchase from the Selling Holder by including in Shareholder pursuant to the Proposed Transfer, then the Selling Shareholder shall not be permitted to sell any Offered Shares to the Proposed Transferee unless such transaction Selling Shareholder purchases from Purchaser its Proportionate Share on the same percentage terms and conditions (including the Offer Price) as specified in the applicable Sale Notice.
4.3 In the event Purchaser elects to exercise its rights under this Section 4, at the closing of the Stockholder's Shares (determined on a Fully Diluted Basis) as Proposed Transfer to any Proposed Transferee pursuant to this Section 4, the percentage of Shares being sold by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), as follows:
(a) The Company Proposed Transferee shall deliver remit to the Stockholder at least 14 days prior to consummating such Change of Control a written notice (a "Tag-Along Notice") of such transaction; provided, however, that Purchaser: (i) the consideration for the total sales price of the Proportionate Share sold by Purchaser pursuant to this Section 4, minus (ii) Purchaser's pro rata share of any consideration to be placed in escrow or otherwise held back in accordance with the terms of the Sale Notice, against delivery by Purchaser of certificates (if 14 days' prior notice is not practicable, any) for such Proportionate Share subject to the Tag-Along Notice shall be given as many days prior Right, duly endorsed for Transfer or with duly executed stock powers reasonably acceptable to such transaction as is practicable; the Company, and (ii) the Stockholder shall keep compliance by Purchaser with any information regarding the proposed transaction strictly confidential.
(b) If the Stockholder desires other conditions to participate in such transaction, the Stockholder must deliver closing generally applicable to the Selling Holder, within 7 days of receiving a Tag-Along Rights Notice, written notice (a "Participation Notice") of the Stockholder's desire to participate in Shareholder and such transaction. If the Stockholder does not deliver to the Selling Holder a Participation Notice with respect to such Tag-Along Right within the applicable time period, the Stockholder shall be treated as having waived his right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate Participating Shareholder in the transaction on the terms contained in the Tag-Along Rights Notice
(c) The Stockholder Proposed Transfer; provided, that Purchaser shall cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor of the Change of Control.
(d) Each of the Selling Holders and any other party not be subject to any such transaction shall have the right, in its sole discretion, at all times prior to consummation non-compete restrictions of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tag-Along Rights in respect of such transaction pursuant to this Section 6 shall become null and void, and neither the Selling Holder nor any other such party shall have any liability or obligation to the Stockholder with respect thereto. Nothing herein shall be construed to obligate the Selling Holder to accept any offer or terms for, or to consummate, any Change in Control or other transactionkind (however named).
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.
Appears in 1 contract
Samples: Investor Rights Agreement
Tag-Along Rights. If (a) If, following the Transfer Waiver Date, a Transferring Shareholder desires to Transfer, directly or indirectly, all or any one or more stockholders portion of the Company, individually or in a Group (individually Shares beneficially owned by it and collectively, as applicableits Affiliates, the Transferring Shareholder shall provide the Non-Transferring Shareholder with written notice (the "Selling HolderTag Along Notice") engage in a Change in Control involving a sale (which may, but need not be, incorporated into the First Refusal Notice required pursuant to Section 7.3) setting forth:
(i) the number of Shares proposed to be Transferred;
(other than any sale ii) all terms and conditions of the proposed Transfer including the Offering Price at which the Transferring Shareholder proposes to an Affiliate Transfer such Shares;
(iii) the name of such Selling Holder), the Stockholder shall have proposed transferee and a statement specifying whether or not that transferee is a Competitor; and
(iv) that the Transferring Shareholder is offering the Non-Transferring Shareholder the right (a "Tag-Along Right") to participate in such transaction Transfer on the same material terms and conditions as the Selling Holder by including in such transaction the same percentage of the Stockholder's Shares (determined on a Fully Diluted Basis) as the percentage of Shares being sold by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), as follows:
(a) The Company shall deliver are applicable to the Stockholder at least 14 days prior to consummating such Change of Control a written notice (a "Tag-Along Notice") of such transaction; provided, however, that (i) if 14 days' prior notice is not practicable, the Tag-Along Notice shall be given as many days prior to such transaction as is practicable; and (ii) the Stockholder shall keep any information regarding the proposed transaction strictly confidentialTransferring Shareholder.
(b) If the Stockholder desires to participate proposed transferee is a Competitor of a Non-Transferring Shareholder then, within 10 Business Days following delivery of the Tag Along Notice, such Non-Transferring Shareholder may, by notice in such transaction, the Stockholder must deliver writing to the Selling HolderTransferring Shareholder, within 7 days of receiving a Tag-Along Rights Notice, written notice (a "Participation Notice") require the Transferring Shareholder to request the proposed transferee to purchase all of the Stockholder's desire to participate Shares held by the Non-Transferring Shareholder and its Affiliates on the terms specified in such transactionthe Tag Along Notice. If the Stockholder does not deliver Transferring Shareholder declines to make such request or the Selling Holder a Participation Notice with respect to such Tag-Along Right within proposed transferee rejects the applicable time periodrequest, the Stockholder Transferring Shareholder shall not be treated as having waived his right entitled to participate in such transaction. The Participation sell the Shares which are the subject of the Tag Along Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction on the terms contained in the Tag-Along Rights Noticethat proposed transferee.
(c) The Stockholder shall cooperate If the proposed transferee is not a Competitor of any Non-Transferring Shareholder, then, within 10 Business Days following the delivery of the Tag Along Notice, such Non-Transferring Shareholder shall, by notice in such transaction by providing writing to the Selling Holder all materials Transferring Shareholder, have the opportunity to sell to the prospective purchaser (including executed purchase upon the same terms and sale agreements and stock Transfer documentation), conditions as the Selling Holder may reasonably request in order Transferring Shareholder) up to consummate that number of Shares owned by such Non-Transferring Shareholder as shall equal the transactionproduct of (x) a fraction, the numerator of which is the number of Shares owned by such Non-Transferring Shareholder as of the date of such Tag Along Notice, and the denominator of which is the aggregate number of Shares owned as of the date of such Tag Along Notice by the Transferring Shareholder and the Non-Transferring Shareholder, and (y) the number of Shares proposed to be sold. The Stockholder shall, amount of Shares to be sold by the Transferring Shareholder shall be reduced if provided an opportunity and to do so, consent the extent necessary to and vote in favor provide for such sale of Shares by the Change of ControlNon-Transferring Shareholder.
(d) Each If the Non-Transferring Shareholder does not elect to require the Transferring Shareholder to effectuate the sale specified in Section 7.4(b) or does not elect to participate in a sale specified in Section 7.4(c) within the 10 Business Day periods referred to in those Sections, the Transferring Shareholder shall be entitled to consummate such sale within 100 days following delivery of the Selling Holders and any other party to any such transaction shall have Tag Along Notice without the right, in its sole discretion, at all times prior to consummation participation of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tagthe Non-Along Rights in respect of such transaction pursuant to this Section 6 shall become null and void, and neither the Selling Holder nor any other such party shall have any liability or obligation to the Stockholder with respect thereto. Nothing herein shall be construed to obligate the Selling Holder to accept any offer or terms for, or to consummate, any Change in Control or other transactionTransferring Shareholder.
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.
Appears in 1 contract
Samples: Joint Venture Agreement (Loews Cineplex Entertainment Corp)
Tag-Along Rights. If any one or more stockholders (a) After the second anniversary of the CompanyClosing, individually or if any two Primary Stockholders desire to sell all of their Company Common Stock in a Group the same transaction (individually and collectively, as applicable, the "Selling HolderStockholders"), such Selling Stockholders must deliver a written notice of the bona fide transaction (a "Sale Notice") engage setting forth the price and any other terms of the transaction to all other Stockholders, accompanied by a certificate of the Selling Stockholders certifying the accuracy of the information in a Change in Control involving a sale of Shares the Sale Notice.
(other than any sale to an Affiliate of such Selling Holder), the b) Each Stockholder shall have the right (a "Tag-Along Right") to participate sell or include in such transaction on the same material terms and conditions as the Selling Holder by including in such transaction the same sale, that percentage of the Stockholder's Shares number of shares of Company Common Stock to be sold to the third party equal to the ratio (determined expressed as a percentage) of (1) the number of shares of Common Stock owned by the Stockholder (calculated on a Fully Diluted Basisbasis), as compared with (2) as the percentage aggregate number of Shares being sold by the Selling Holder in such Change shares of Control Company Common Stock outstanding (determined calculated on a Fully Diluted Basisbasis), as follows:.
(ac) The Company shall deliver Each other Stockholder who elects to sell pursuant to the Stockholder at least 14 days prior to consummating such Change terms of Control a written notice the Sale Notice (a "Tag-Along NoticeParticipating Stockholder") shall effect its participation in the sale by delivering to the Selling Stockholders (or such other Person as may be designated by the Selling Stockholders) within sixty (60) days of receipt of the Sale Notice, a stock certificate or certificates which represent the Company Common Stock which such Participating Stockholder has determined to sell in accordance with this Section 3.3.8, together with a limited power-of-attorney authorizing the Selling Stockholders to sell or otherwise dispose of such transactionshares pursuant to the terms of the Sale Notice. Such certificate or certificates that the Participating Stockholder delivers to the Selling Stockholders shall be delivered to such buyer in consummation of the sale of the Company Common Stock pursuant to the terms and conditions specified in the Sale Notice, and the Selling Stockholder shall, or shall cause the buyer to, concurrently therewith remit to such Participating Stockholder that purchase price to which the Participating Stockholder is entitled by reason of its participation in such sale, based on the Company Common Stock delivered to the buyer. The Participating Stockholder shall execute an agreement, in form and substance acceptable to the Selling Stockholders, to be bound by and subject to the same representations, warranties and covenants, terms and conditions in the same form and substantially similar to that contained in any agreements executed by the Selling Stockholders in connection with the sale of the Selling Stockholders' Company Common Stock to the buyer(s) (other than such representations, warranties and covenants, terms and conditions which are unique to the Selling Stockholders)); provided, however, that (i) if 14 days' prior notice is not practicable, the Tag-Along Notice shall no Participating Stockholder will be given as many days prior required to such transaction as is practicable; and (ii) the Stockholder shall keep make any information regarding the proposed transaction strictly confidential.
(b) If the Stockholder desires to participate indemnity in such transaction, the Stockholder must deliver to the Selling Holder, within 7 days of receiving a Tag-Along Rights Notice, written notice (a "Participation Notice") an amount in excess of the Stockholder's desire to participate in net proceeds received by such transaction. If the Participating Stockholder does not deliver to the Selling Holder a Participation Notice with respect to for any Company Common Stock sold by such Tag-Along Right within the applicable time period, the Participating Stockholder shall be treated as having waived his right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction on the terms contained in the Tag-Along Rights Notice
(c) The Stockholder shall cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor of the Change of Control.
(d) Each of the Selling Holders and any other party to any such transaction shall have the right, in its sole discretion, at all times prior to consummation of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tag-Along Rights in respect of such transaction pursuant to this Section 6 shall become null and void, and neither the Selling Holder nor any other such party shall have any liability or obligation to the Stockholder with respect thereto. Nothing herein shall be construed to obligate the Selling Holder to accept any offer or terms for, or to consummate, any Change in Control or other transaction3.3.8.
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.
Appears in 1 contract
Tag-Along Rights. If (i) Notwithstanding any one or more stockholders of other provision hereof, in addition to the rights stated in Section 6(b), in the event that the Company, individually or or, in a Group (individually and collectively, as applicablethe event the Company Assignment is made, the "Non-Selling Holder") engage Stockholders do not elect to purchase all of the Offered Shares in a Change in Control involving a sale of Shares (other than any sale to an Affiliate of such Selling Holderaccordance with Section 6(b)(i), the each Non-Selling Stockholder shall have the right (that is a "Tag-Along Right") to participate in such transaction on the same material terms and conditions as the Selling Holder by including in such transaction the same percentage of the Stockholder's Shares (determined on a Fully Diluted Basis) as the percentage of Shares being sold by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), as follows:
(a) The Company shall deliver to the Minority Stockholder at least 14 days prior to consummating such Change of Control a written notice (a "Tag-Along Notice") of such transaction; provided, however, that (i) if 14 days' prior notice is not practicable, the Tag-Along Notice shall be given as many days prior to such transaction as is practicable; and (ii) the Stockholder shall keep any information regarding the proposed transaction strictly confidential.
(b) If the Stockholder desires to participate in such transaction, the Stockholder must deliver to the Selling Holder, within 7 days of receiving a Tag-Along Rights Notice, written notice (a "Participation Notice") of the Stockholder's desire to participate in such transaction. If the Stockholder does not deliver to the Selling Holder a Participation Notice with respect to such Tag-Along Right within the applicable time period, the Stockholder shall be treated as having waived his right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction on the terms contained in the Tag-Along Rights Notice
(c) The Stockholder shall cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor of the Change of Control.
(d) Each of the Selling Holders and any other party to any such transaction shall have the right, exercisable upon written notice to the Selling Stockholder within ten days after receipt of the Third-party Purchase Notice, to participate in the proposed sale of Offered Shares under Section 6(b)(iii), in an amount up to such Non-Selling Stockholder's pro rata share of Stockholder Shares, on the same terms and subject to the same conditions set forth in the Third-party Purchase Notice.
(ii) If Beacon desires to sell any of its sole discretionStockholder Shares (other than to a Permitted Transferee in accordance with Section 6(d), pursuant to a Public Sale or as otherwise permitted or required in accordance with the terms hereof) to a Third-party Purchaser, then Beacon shall give a Seller's Notice to the Non-Selling Stockholders identifying the Stockholder Shares to be sold, the proposed method of sale, and the price and other material terms and conditions of Beacon's proposed sale. Each Non-Selling Stockholder shall have the right, exercisable upon written notice to Beacon within 10 days after receipt of Beacon's Seller's Notice, to participate in the sale by Beacon of its Stockholder Shares, in a percentage of such Non-Selling Stockholder's Stockholder Shares equal to the same percentage of Beacon's Stockholder Shares being sold by Beacon, at all times prior the same price, on the same terms and subject to consummation the same conditions as set forth in Beacon's Seller's Notice. If the sale by Beacon and those Non-Selling Stockholders that elect to participate is not consummated within 90 days following the delivery of such transaction Beacon's Seller's Notice, a participating Non-Selling Stockholder shall be free to abandonwithdraw its Stockholder Shares from the sale.
(iii) To the extent any of the Non-Selling Stockholders exercises a tag-along right pursuant to Sections 6(c)(i) or 6(c)(ii), rescindthe number of Stockholder Shares proposed to be sold by Beacon or the Selling Stockholder, annulas the case may be, withdraw shall be correspondingly reduced. If any Non-Selling Stockholder fails to elect to fully participate in Beacon's or otherwise terminate such transaction whereupon all Tag-Along Rights in respect of such transaction the Selling Stockholder's sale pursuant to this Section 6 shall become null and void6(c), and neither Beacon or the Selling Holder nor any other Stockholder, as the case may be, shall give notice of such party failure to the remaining Non-Selling Stockholders who did so elect (the "PARTICIPANTS"). The Participants each shall have any liability or obligation 10 days from the date such notice was given to agree to sell such Participant's pro rata share of the unsubscribed portion of Stockholder with respect thereto. Nothing herein shall Shares proposed to be construed to obligate the Selling Holder to accept any offer or terms for, or to consummate, any Change in Control or other transactionsold.
(eiv) This Each Participant shall effect its participation in the sale by delivering to an escrow agent mutually acceptable to the Participants and the Selling Stockholder or Beacon, as the case may be, no later than the expiration of such 10-day period certificate(s) representing the number of Stockholder Shares that such Participant elects to sell to a Third-party Purchaser, free and clear of any Lien of any kind other than those Liens created by the Selling Stockholder or Beacon, as the case may be, properly endorsed in blank for transfer, or accompanied by properly executed instruments of transfer, together with appropriate documentation of the corporate action necessary to effect the transfer, including, without limitation, any requisite transfer tax stamps or other evidence of payment of any applicable transfer taxes or similar fees.
(v) The stock certificates that the Participants deliver to the Selling Stockholder or Beacon, as the case may be, pursuant to this Section 6 6(c) shall terminate immediately after be transferred to the Third-party Purchaser in consummation of the sale of Stockholder Shares pursuant to the terms and conditions specified in the Third-party Purchase Notice. In the event such sale is so consummated, the Participants' stock certificates shall be transferred from such escrow agent to such Third-party Purchaser and the Selling Stockholder or Beacon, as the case may be, shall concurrently therewith remit to each Participant that portion of the sale proceeds to which such Participant is entitled by reason of its participation in such sale. To the extent that the Third-party Purchaser refuses to purchase Stockholder Shares from any Participant exercising its tag-along rights hereunder, the Selling Stockholder or Beacon, as the case may be, shall not transfer to such Third-party Purchaser Stockholder Shares unless and until, simultaneously with such sale, the Selling Stockholder or Beacon, as the case may be, purchases such Participant's Stockholder Shares from such Participant. In the event such a Change sale is not consummated within the time periods contemplated by Section 6(b)(iii) or Section 6(c)(ii), whichever is applicable, the Participants' stock certificates shall be returned to the Participants upon the expiration thereof and the Selling Stockholder or Beacon, as the case may be, shall not thereafter transfer any of Control or an Initial Public Offeringits Stockholder Shares without first complying with Section 6(b), if applicable, and this Section 6(c).
Appears in 1 contract
Samples: Stockholders' Agreement (Generac Portable Products Inc)
Tag-Along Rights. If 15.1 Notwithstanding clause 13.1, if any one Shareholder proposes to transfer, in a single transaction or more stockholders a series of related transactions, any of the Company, individually or Shares held by it in a Group bona fide sale (individually and collectively, as applicable, the "Selling Holder") engage in a Change in Control involving a sale of Shares (other than any sale to an Affiliate of such Selling Holder“Transfer”), then that Shareholder (the Stockholder “Transferring Shareholder”) shall have promptly give written notice (the right (a "Tag-Along Right"“Notice of Transfer”) simultaneously to participate the Company and to the Preference Shareholders. The Notice of Transfer shall describe in such transaction on reasonable detail the same material terms and conditions as the Selling Holder by including in such transaction the same percentage of the Stockholder's Shares (determined on a Fully Diluted Basis) as proposed Transfer including, without limitation, the percentage number of Shares being sold by to be transferred, the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), as follows:
(a) The Company shall deliver to the Stockholder at least 14 days prior to consummating such Change of Control a written notice (a "Tag-Along Notice") nature of such transaction; provided, however, that (i) if 14 days' prior notice is not practicableTransfer, the Tag-Along Notice shall consideration to be given as many days prior to such transaction as is practicable; paid, and (ii) the Stockholder shall keep any information regarding the proposed transaction strictly confidentialname and address of each prospective purchaser transferee.
(b) If the Stockholder desires to participate in such transaction, the Stockholder must deliver to the Selling Holder, within 7 days of receiving a Tag-Along Rights Notice, written notice (a "Participation Notice") of the Stockholder's desire to participate in such transaction. If the Stockholder does not deliver to the Selling Holder a Participation Notice with respect to such Tag-Along Right within the applicable time period, the Stockholder shall be treated as having waived his right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction on the terms contained in the Tag-Along Rights Notice
(c) The Stockholder shall cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor of the Change of Control.
(d) 15.2 Each of the Selling Holders and any other party to any such transaction Preference Shareholders shall have the right, exercisable upon written notice (the “Notice of Participation”) to the Company within ten (10) days after the receipt of the Notice of Transfer, to inform the Company in its sole discretionwriting whether it elects to participate in the Transfer by the Transferring Shareholder on the same terms and conditions as set forth in the Notice of Transfer. The Notice of Participation shall indicate the number of Shares that other Shareholder elects to Transfer pursuant to this clause 15.2, up to that number of Shares equal to the product obtained by multiplying (i) the aggregate number of Shares set forth in the Notice of Transfer by (ii) that other Shareholder’s Shareholder Proportion at all times prior time of the Transfer. That other Shareholder who elects to consummation of such transaction participate in the Transfer by the Transferring Shareholder pursuant to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all this clause 15.2 (a “Tag-Along Rights Participant”) shall promptly deliver to the Company (who shall be deemed to be constituted the agent of the Transferring Shareholder and the Tag-Along Participant for the Transfer in respect accordance with the Articles) for transfer to the prospective purchaser one or more share transfer forms, properly executed for transfer, which represent the number of Shares which such transaction Tag-Along Participant elects to Transfer, together, where applicable with the relevant share certificates and any other documents required for the Transfer.
15.3 To the extent that a Preference Shareholder fails to elect to participate in the Transfer by the Transferring Shareholder, that Preference Shareholder shall be deemed to have consented to the Transfer by the Transferring Shareholder on the terms and conditions and to the prospective purchaser as set forth in the Notice of Transfer. Any proposed Transfer on terms and conditions more favourable than those described in the Notice of Transfer or to a transferee not identified in such notice, as well as any subsequent proposed Transfer of any of the Shares held by the Transferring Shareholder, shall again be subject to the tag-along rights of the other Shareholders and shall require compliance by the Transferring Shareholder with the procedures described in this clause 15. The exercise or non-exercise of the rights of a Shareholder hereunder to participate in one or more sales by another Shareholder shall not adversely affect the first-mentioned Shareholder’s rights to participate in subsequent sales of Shares by a Shareholder pursuant to this Section 6 clause 15.
15.4 Upon consummation of the Transfer of the Shares pursuant to the terms and conditions Table of Contents specified in the Notice of Transfer, the Transferring Shareholder or the Company, as the case maybe, shall become remit to the Tag-Along Participant that portion of the proceeds to which such Tag-Along Participant is entitled by reason of its participation in such Transfer. To the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase Shares from a Tag-Along Participant exercising its tag-along rights hereunder, the Transferring Shareholder shall not Transfer to such prospective purchaser or purchasers any of its Shares unless and until, simultaneously with such Transfer, the Transferring Shareholder shall purchase the Shares from the Tag-Along Participant on the same terms and conditions as specified in the Notice of Transfer.
15.5 Notwithstanding the foregoing, tag-along rights shall not apply to any Transfer or Transfers by a Shareholder to a subsidiary of such a Shareholder or made pursuant to a bona fide loan transaction with a financial institution that creates a mere security interest; Provided that in the event of any Transfer made pursuant to this clause 15.5 such Shareholder shall inform the Company and the other Shareholders of such Transfer prior to effecting it and the transferee, prior to the completion of the Transfer, shall have executed documents (in such form as may be reasonably approved by the other Shareholders) assuming the obligations of the relevant Shareholder under this Agreement with respect to the Shares so transferred to such transferee.
15.6 Any purported Transfer by a Shareholder in violation of this Agreement shall be null and void, void and neither of no force and effect and the Selling Holder nor any other such party purported transferees shall have any liability no rights or obligation privileges in or with respect to the Stockholder with respect theretoCompany or the Shares purported to have been so transferred. Nothing herein The Company shall be construed refuse to obligate the Selling Holder recognise any such Transfer and shall not reflect on its records any change in ownership of such Shares purported to accept any offer or terms for, or to consummate, any Change in Control or other transactionhave been so transferred.
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.
Appears in 1 contract
Tag-Along Rights. If any one or more stockholders 12.1 Subject to the provisions of Clause 10 and this Clause 12 and save with the written consent of the Company, individually or in a Group (individually and collectively, as applicableLenders, the "Selling Holder") engage in a Change in Control involving a sale of Founders shall procure Fame Brilliant not to, and Fame Brilliant shall not, prior to the IPO, transfer Shares (other save in connection with the Share Swap) or Listco Shares held by it or otherwise sell, dispose or deal with all or any part of its interest in such shares, save in connection with the Restructuring Exercise, for so long as the Loan remains outstanding or the Lenders hold Conversion Shares, otherwise than any sale in accordance with the provisions in this Agreement and unless and until the rights conferred by this Clause have been exhausted.
12.2 For the avoidance of doubt, a Lender shall at all times be entitled to an Affiliate transfer and assign all or part of such Selling Holderits Loan and/or Conversion Shares and its rights under this Agreement to its subsidiaries and related companies (as defined in the Companies Act (Cap. 50) of Singapore), the Stockholder shall have the right (a "Tag-Along Right") to participate in such transaction on the same material terms and conditions as the Selling Holder by including in such transaction the same percentage of the Stockholder's Shares (determined on a Fully Diluted Basis) as the percentage of Shares being sold by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis)without any restriction whatsoever, as followsand:
(a) The Company each Party who is a shareholder hereby waives all rights of pre-emption that it might have under the constitutive documents of the Listco; and
(b) each Warrantor shall deliver procure that shareholders of the Listco that are not Parties waive all rights of pre-emption which it might have under the constitutive documents of the Listco.
12.3 If a Party (the “Selling Member”) proposes to transfer (the Stockholder at least 14 days prior to consummating such Change of Control “Transfer”) its shares in the Borrower or the Listco (the “Relevant Company”) (the “Sale Shares”), it shall give a written notice (a "Tag-Along the “Sale Notice"”) to the Relevant Company and other Parties that it desires to sell the same. Every Sale Notice shall specify the number of such transaction; provided, however, that (i) if 14 days' prior notice is not practicableSale Shares which the Selling Member desires to sell, the Tag-Along Notice shall be given as many days prior to such transaction as is practicable; and (ii) the Stockholder shall keep any information regarding name of the proposed transaction strictly confidential.
transferee (bif any) If the Stockholder desires to participate in such transaction, the Stockholder must deliver to the Selling Holder, within 7 days of receiving a Tag-Along Rights Notice, written notice (a "Participation Notice") of the Stockholder's desire to participate in such transaction. If the Stockholder does not deliver to the Selling Holder a Participation Notice with respect to such Tag-Along Right within the applicable time period, the Stockholder shall be treated as having waived his right to participate in such transaction. The Participation Notice and shall constitute an irrevocable commitment by the Stockholder Relevant Company to participate in be the transaction on the terms contained in the Tag-Along Rights Notice
(c) The Stockholder shall cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor of the Change of Control.
(d) Each agent of the Selling Holders and any other party Member for the sale of the Sale Shares to any such transaction member of the Relevant Company at the purchase price stated in the Sale Notice.
12.4 A Lender (“Participating Lender”) shall have the right, exercisable upon written notice (the “Notice of Participation”) to the Relevant Company within 30 days after receipt of the Sale Notice, to inform the Relevant Company in writing whether it elects to participate in the Transfer on the same or equivalent terms and conditions set out in the Sale Notice (the “Tag-along Rights”). The Notice of Participation shall indicate the number of shares in the Relevant Company the Participating Lender elects to transfer. The Participating Lender shall promptly deliver to the Relevant Company (who shall be deemed to be constituted as the agent of the Participating Lender for the Transfer) for transfer to the prospective purchaser one or more share transfer forms properly executed for transfer, together with the relevant share certificates.
12.5 If a Lender fails to elect to participate in the Transfer, it shall be deemed to have consented to the transfer by the Selling Member on the terms and conditions and to the proposed transferee set forth in the Sale Notice and Notice of Participation. Subject to the compliance with Clauses 12.3, 12.4 and 12.5, all Parties waive all rights of pre-emption provided in this Agreement or other constitutive documents of the Relevant Company. The exercise or non-exercise of the rights of a Lender to participate in one or more Transfers shall not adversely affect the rights of the Lender to participate in subsequent Transfers.
12.6 Upon completion of the transfer(s) pursuant to the terms and conditions specified in the Sale Notice and Notice of Participation(s), the Selling Member (if in receipt of the proceeds) shall remit to each Participating Lender that portion of the proceeds to which the Participating Lender is entitled by reason of its sole discretion, at all times prior to consummation of participation in such transaction to abandon, rescind, annul, withdraw transfer. To the extent that any prospective purchaser(s) prohibits such assignment or otherwise terminate refuses to purchase the Sale Shares from a Participating Lender, the Selling Member shall not transfer to such transaction whereupon all Tag-Along Rights prospective purchaser(s) any of its Sale Shares unless and until simultaneously with such Transfer, the Selling Member shall purchase the Sale Shares of the Participating Lender from the Participating Lender on the same terms and conditions specified in respect the Sale Notice.
12.7 For the avoidance of such transaction doubt, a Lender may, upon the receipt of the Notice of Transfer, exercise his right of conversion pursuant to this Section 6 shall become null Clause 7 (if such right has not been previously exercised) and void, and neither the Selling Holder nor any other such party shall have any liability or obligation to the Stockholder with respect thereto. Nothing herein Lender shall be construed entitled to obligate X number of shares in the Selling Holder to accept any offer or terms forenlarged share capital of the Relevant Company, or to consummate, any Change in Control or other transaction.
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.where X is calculated as follows: X = LQ Where:
Appears in 1 contract
Tag-Along Rights. (a) If any one or more stockholders of Stockholders other than Lxxx NAOC (“Selling Stockholder”) proposes to sell Capital Stock to a third party purchaser (the Company“Prospective Purchaser”) pursuant to a bona fide offer to purchase such Capital Stock (a “Qualified Offer”), individually or in a Group (individually and collectively, as applicable, the "such Selling Holder") Stockholders may engage in a Change in Control involving a sale such transaction, subject to their prior compliance with Section 4.2, only if they assure that the other Stockholders or holders of Shares Options (other than any sale to an Affiliate of such Selling Holder), the Stockholder shall have the right (a "“Tag-Along Right"Stockholders”) also shall be afforded the right to participate in such transaction sell a proportionate share of their Capital Stock or Options to the Prospective Purchaser simultaneously therewith on the same material terms and conditions at least as favorable to the Selling Stockholders as the terms and conditions set out in the Qualified Offer. Upon receipt by one or more Selling Holder by including in such transaction the same percentage Stockholders of the Stockholder's Shares (determined on a Fully Diluted Basis) as the percentage of Shares being sold by Qualified Offer, the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), as follows:
(a) The Company Stockholders shall deliver to notify the Stockholder at least 14 days prior to consummating such Change of Control a written notice (a "Tag-Along Notice") Stockholders in writing of such transaction; providedoffer and its terms and conditions (the “Offer Notice”), however, that (i) if 14 days' prior which written notice is not practicableshall include the name of the Prospective Purchaser and the consideration offered in connection therewith. In order to exercise their right to sell their Capital Stock or Options as set forth above, the Tag-Along Stockholders must provide written notice of such intention to the Selling Stockholders within 20 days after the date of their receipt of the Offer Notice. If the Tag-Along Stockholders do not provide such written notice within 20 days, the Selling Stockholders may sell their Capital Stock to the Prospective Purchaser on the terms of the Qualified Offer as long as such sale is consummated within 75 days after the date of the Offer Notice. If the Capital Stock is not transferred to the Prospective Purchaser within such period, a new Offer Notice shall must be given as many days prior to before the Selling Stockholders may sell any Capital Stock. Each participating Tag-Along Stockholder individually, not jointly and severally, shall make such transaction as is practicable; Tag-Along Stockholder’s proportionate share of any representations and (ii) warranties made in connection with any such Transfer. In no event shall any Tag-Along Stockholder be liable for indemnification or similar obligations in connection with such Transfer other than severally on a pro rata basis in an amount not greater than the proceeds actually received by such Tag-Along Stockholder shall keep any information regarding the proposed transaction strictly confidentialin connection with such Transfer.
(b) If the Stockholder desires The co-sale rights provided to participate in such transaction, the Stockholder must deliver to the Selling Holder, within 7 days of receiving a any Tag-Along Rights NoticeStockholder under Section 4.3(a) shall be applicable to any direct or indirect sale (including by means of a merger, written notice (a "Participation Notice"reorganization, or other similar transaction) of the Capital Stock of the Company held by a Stockholder's desire , other than Lxxx NAOC, including any transfer (including by means of a merger, reorganization, or other similar transaction) of all or substantially all of the issued and outstanding capital stock, or its equivalent, of such Stockholder or its Affiliates to participate a third party; provided that Section 4.3(a) shall not apply to an indirect transfer of Capital Stock caused by changes in such transaction. If the identity of or investors in advisory clients of Franklin or funds or other investment vehicles included in the definition of “WLR” or a transfer of Capital Stock by a Stockholder does not deliver that is an advisory client of Franklin or a limited partner or comparable passive investor in a fund or other investment vehicle included in the definition of “WLR” that receives capital stock pursuant to a normal course distribution (including a winding up) pursuant to the Selling Holder a Participation Notice with respect to such Tag-Along Right within the applicable time period, the Stockholder shall be treated as having waived his right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction on the terms contained in the Tag-Along Rights Notice
(c) The Stockholder shall cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor of the Change of Control.
(d) Each of the Selling Holders and any other party to any such transaction shall have the right, in its sole discretion, at all times prior to consummation constituent documents of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tag-Along Rights in respect of such transaction pursuant to this Section 6 shall become null and void, and neither the Selling Holder nor any other such party shall have any liability or obligation to the Stockholder with respect thereto. Nothing herein shall be construed to obligate the Selling Holder to accept any offer or terms for, or to consummate, any Change in Control fund or other transactioninvestment vehicle.
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.
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Tag-Along Rights. If any one or more In the event of a qualifying Transfer of Common Stock by certain stockholders of the Company, individually or Company as specified in a Group (individually and collectively, as applicableSection 3.4 of the Stockholders Agreement, the "Selling Holder", pursuant to Section 9(b) engage of the Registration Rights Agreement, shall be entitled to certain tag-along sale rights with respect to the Warrant Shares pursuant to the terms and subject to the conditions set forth in a Change in Control involving a sale of Shares the Stockholders Agreement and the Registration Rights Agreement (other than any sale to an Affiliate of such Selling Holder), the Stockholder shall have the right (a "“Tag-Along Right") to participate in such transaction on the same material terms and conditions as the Selling Holder by including in such transaction the same percentage of the Stockholder's Shares (determined on a Fully Diluted Basis) as the percentage of Shares being sold by the Selling Holder in such Change of Control (determined on a Fully Diluted BasisRights”), as follows:
(a) The Company shall deliver to the Stockholder at least 14 days prior to consummating such Change of Control a written notice (a "Tag-Along Notice") of such transaction; provided, however, that in connection with a Tag-Along Closing, the Holder shall be obligated to make or agree to only such customary representations, covenants, indemnities and agreements in connection with the Holder’s ownership of the Warrant and the Warrant Shares and authority to sell the Warrant Shares as the Transferring Stockholder makes with respect to its shares of Common Stock and only so long as they are made severally and not jointly and the liabilities thereunder are borne only by the party making or agreeing to make such representations, covenants, indemnities and agreements. Upon any exercise by the Holder of its Tag-Along Rights in accordance with the Stockholders Agreement and the Registration Rights Agreement, (i) if 14 days' the Warrant shall be deemed exercised immediately prior notice is not practicable, to the consummation of the closing of the sale of Common Stock pursuant to such Tag- Along Rights (the “Tag-Along Notice shall Closing”) to the extent of the Warrant Shares to be given as many days prior to sold at such transaction as is practicable; Tag-Along Closing and (ii) the Stockholder shall keep any information regarding the proposed transaction strictly confidential.
(b) If the Stockholder desires to participate in Warrant Shares resulting from such transaction, the Stockholder must deliver to the Selling Holder, within 7 days of receiving a Tag-Along Rights Notice, written notice (a "Participation Notice") of the Stockholder's desire to participate in such transaction. If the Stockholder does not deliver to the Selling Holder a Participation Notice with respect to such Tag-Along Right within the applicable time period, the Stockholder exercise shall be treated as having waived his right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment sold by the Stockholder to participate in the transaction on the terms contained in Holder at the Tag-Along Rights Notice
(c) The Stockholder shall cooperate in such transaction by providing Closing. Promptly following the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor of the Change of Control.
(d) Each of the Selling Holders and any other party to any such transaction shall have the right, in its sole discretion, at all times prior to consummation of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tag-Along Rights in respect of such transaction pursuant to this Section 6 Closing, the Holder shall become null and void, and neither the Selling Holder nor any other such party shall have any liability or obligation (i) remit to the Stockholder with respect thereto. Nothing herein shall be construed Company the Exercise Price for such Warrant Shares and (ii) receive from the Company a new Warrant for the purchase of an aggregate number of Warrant Shares equal to obligate the Selling number of Warrant Shares underlying the Warrant immediately prior to the Tag-Along Closing, minus the number of Warrant Shares sold by the Holder to accept any offer or terms for, or to consummate, any Change in Control or other transactionat the Tag-Along Closing.
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.
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Tag-Along Rights. If any In the event that one or more stockholders of the Company, individually Parties other than Atlas elect to sell all or part of their membership interest in a Group Atlas (individually and collectively, as applicable, the "Selling HolderMembers") engage and have received a bona fide offer therefor, the Selling Members shall notify the other Parties (the "Sale Notice"), including in a Change such notice the details of the proposed sale including price, quantity (i.e. the Profit Participating Percentage to be sold), other terms of sale and the identity of the proposed purchaser. If the Selling Members receive consent to sell membership interests as provided in Control involving a sale the Second Amended and Restated Operating Agreement, then all of Shares (the Parties other than any sale to an Affiliate of such Selling Holder), the Stockholder Atlas shall have the right (a "Tag-Along Right") Rights" to participate in the sale of such transaction on interests to the same material terms and conditions as extent provided herein. The Tag-Along Rights shall be exercised by making an affirmative election to exercise such rights to be sent in writing to the Selling Holder Members within 45 days after receipt of the Selling Members' notice (the "Election Notice"). The Election Notice shall state the amount of interests which such Party desires to sell at the price stated in the Sale Notice, which shall be equal to (or less than) the Profit Participating Percentage held by including in such transaction participating Party multiplied by the same percentage of the Stockholder's Shares (determined on a Fully Diluted Basis) as the percentage of Shares being Profit Participating Percentage to be sold by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), as follows:
(a) The Company shall deliver Members bears to the Stockholder at least 14 days prior to consummating such Change total number of Control a written notice (a "Tag-Along Notice") Profit Participating Percentage then outstanding. The amount of such transaction; provided, however, that (i) if 14 days' prior notice is not practicable, Profit Participating Percentage specified in the Tag-Along Election Notice shall then be given as many days prior to such transaction as is practicable; and (ii) the Stockholder shall keep any information regarding the proposed transaction strictly confidential.
(b) If the Stockholder desires to participate in such transaction, the Stockholder must deliver to the Selling Holder, within 7 days of receiving a Tag-Along Rights Notice, written notice (a "Participation Notice") of the Stockholder's desire to participate in such transaction. If the Stockholder does not deliver to the Selling Holder a Participation Notice with respect to such Tag-Along Right within the applicable time period, the Stockholder shall be treated as having waived his right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment purchased by the Stockholder to participate in the transaction on the terms contained in the Tag-Along Rights Notice
(c) The Stockholder shall cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor purchaser or purchasers of the Change of Control.
(d) Each Profit Participating Percentage of the Selling Holders Members at the same price and any other party at the same time as the purchase of the Profit Participating Percentage of the Selling Members Member and as a condition to any such transaction shall have the right, in its sole discretion, at all times prior to consummation approval of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tag-Along Rights in respect of such transaction pursuant to this Section 6 shall become null and void, and neither the Selling Holder nor any other such party shall have any liability or obligation to the Stockholder with respect thereto. Nothing herein shall be construed to obligate the Selling Holder to accept any offer or terms for, or to consummate, any Change in Control or other transactiontransfer.
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.
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Tag-Along Rights. If Managing Member desires to sell all or any one or more stockholders portion of its Membership Interests to a Qualified Purchaser, upon the notice of the Company, individually or in a Group (individually and collectively, as applicableNon-Managing Member declining to exercise its Right of First Refusal under Section 8.3, the "Selling Holder") engage in a Change in Control involving a sale of Shares (other than any sale to an Affiliate of such Selling Holder), the Stockholder Non-Managing Member shall have the right to require the Managing Member to cause the Qualified Purchaser to purchase all of the Membership Interest of the Non-Managing Member owned by the Non-Managing Member in accordance with the terms and conditions of the Bona Fide Offer and this Section 8.4 (a the "Tag-Along Right") to participate in such transaction on the same material terms and conditions as the Selling Holder by including in such transaction the same percentage of the Stockholder's Shares (determined on a Fully Diluted Basis) as the percentage of Shares being sold by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), as follows:
(a) . The Company shall deliver to the Stockholder at least 14 days prior to consummating such Change of Control a written notice (a "Tag-Along Notice"Right shall be exercisable only by written notice provided to the Managing Member prior to the expiration of the thirty (30) day period governing the exercise of such transaction; provided, however, that (i) if 14 days' prior notice is not practicablethe Right of First Refusal. If exercised as provided herein, the Tag-Along Notice Right shall require the Managing Member to require the Qualified Purchaser to purchase from Non-Managing Member all of the Membership Interest of the Non-Managing Member, and if that not be the case, Managing Member shall not be permitted to sell any of its Membership Interest to the Qualified Purchaser. Without limiting the generality of other provisions of this Agreement, the proceeds from such sale shall be given as many days prior to such transaction as is practicable; and (ii) the Stockholder constitute Net Capital Transaction Proceeds, which shall keep any information regarding the proposed transaction strictly confidential.
(b) If the Stockholder desires to participate in such transaction, the Stockholder must deliver be distributed to the Selling Holder, within 7 days Members in accordance with the provisions of receiving a TagSection 4.2 hereof. In the event that Non-Along Rights Notice, written notice (a "Participation Notice") Managing Member shall exercise its tag-along right under the provisions of Section 8.4 of the Stockholder's desire to participate Owner Portfolio Agreement or any substantially similar provisions in such transaction. If the Stockholder does not deliver to the Selling Holder a Participation Notice any amendment, modification or restatement hereof, with respect to such a transaction or any series of substantially similar transactions, Non-Managing Member, shall also exercise its Tag-Along Right within the applicable time period, the Stockholder shall be treated as having waived his right to participate hereunder in like manner in such transactiontransaction or series of similar transactions. The Participation Notice In the event that Non-Managing Member shall constitute an irrevocable commitment by the Stockholder to participate in the transaction on the terms contained in the not exercise its Tag-Along Rights Notice
(c) The Stockholder Right under the provisions of Section 8.4 of the Owner Portfolio Agreement or any substantially similar provisions in any amendment, modification or restatement hereof, with respect to a transaction or any series of substantially similar transactions, Non-Managing shall cooperate also not exercise its Tag-Along Right hereunder in like manner in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor or series of the Change of Controlsimilar transactions.
(d) Each of the Selling Holders and any other party to any such transaction shall have the right, in its sole discretion, at all times prior to consummation of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tag-Along Rights in respect of such transaction pursuant to this Section 6 shall become null and void, and neither the Selling Holder nor any other such party shall have any liability or obligation to the Stockholder with respect thereto. Nothing herein shall be construed to obligate the Selling Holder to accept any offer or terms for, or to consummate, any Change in Control or other transaction.
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Cornerstone Healthcare Plus Reit, Inc.)
Tag-Along Rights. If any both Green Matter and Halo (including one or more stockholders of the Company, individually or in a Group (individually and collectively, as applicable, the "Selling Holder") engage in a Change in Control involving a sale of Shares (other than any sale to an Affiliate Permitted Transferees of such Selling HolderStockholder(s)) (the “SC Stockholders”) want to consummate a transaction that constitutes a Sale of Control (a “Sale of Control Transaction”), then the SC Stockholder(s) shall notify the other Stockholders of such proposed Sale of Control Transaction by a date which shall be not later than fifteen (15) days prior to TCC or such Stockholder(s) entering into any definitive binding agreement in respect thereof (the “Sale Notice’). Thereafter, each other Stockholder shall have the right (each a "“Tag-Along Right"Stockholder”) may cause TCC or such SC Stockholders to participate effect a Transfer of such other Stockholder’s Stock; in such transaction on each case, only pursuant to and in accordance with the same material terms and conditions as the Selling Holder by including in such transaction the same percentage following provisions of the Stockholder's Shares (determined on a Fully Diluted Basis) as the percentage of Shares being sold by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), as followsthis Section 4.4:
(a) The Company Tag-Along Stockholders shall have the right, but not the obligation, to participate in the Proposed Sale of Control Transaction on the terms and conditions herein stated (the “Tag-Along Option”), which right shall be exercisable upon written notice (the “Acceptance Notice”) to TCC and/or the SC Stockholders, as the case may be, within ten (10) days of receipt of the Sale Notice. Each Acceptance Notice shall indicate the maximum number of shares of Stock that the Tag-Along Stockholder wishes to sell on the terms and conditions stated in the Sale Notice.
(b) Each Tag-Along Stockholder shall have the right to sell a portion of its Stock pursuant to the Sale of Control Transaction which is equal to that percentage equal of the Stock that is being sold by the SC Stockholders in the Sale of Control Transaction.
(c) Within ten (10) days after the date by which a Tag-Along Stockholder notifies TCC or the SC Stockholders of its intent to exercise the Tag-Along Option, TCC or the SC Stockholders shall notify such Tag-Along Stockholder of the number of shares of the Stock held by such Tag-Along Stockholder that will be included in the sale and the date on which the Sale of Control Transaction will be consummated, which shall be no later than the later of (i) twenty (20) days after the date by which each Holder was required to notify TCC or the SC Stockholders of its intent to exercise the Tag-Along Option and (ii) five (5) days after the satisfaction of any governmental approval or filing requirements, if any.
(d) Each Tag-Along Stockholder may effect its participation in any Sale of Control Transaction, and as part of its participation in the Sale of Control Transaction pursuant to a duly exercised Tag-Along Option, shall deliver to the Stockholder Proposed Transferee at least 14 days prior a closing to consummating be held at the offices of the Company (or such Change other place as the parties agree), one or more certificates, properly endorsed for transfer, which represent all of Control a written notice (a "the Stock owned by such Tag-Along Notice"Stockholder which is to be transferred in connection with the Sale of Control Transaction, and each Tag-Along Stockholder shall make such representations and warranties, and shall enter into such agreements, as are customary and reasonable in the context of the proposed Sale of Control Transaction, including, without limitation, representations and warranties (and indemnities with respect thereto) that the Proposed Transferee of the Stock (or interests therein) is receiving good and marketable title to such transactionStock (or interests therein), free and clear of all pledges, security interests, or other liens; provided, however, that (i) if 14 days' prior notice is not practicable, the Tag-Along Notice shall be given as many days prior to such transaction as is practicable; and (ii) the Stockholder shall keep any information regarding the proposed transaction strictly confidential.
(b) If the Stockholder desires to participate in such transaction, the Stockholder must deliver to the Selling Holder, within 7 days of receiving a Tag-Along Rights Notice, written notice (a "Participation Notice") of the Stockholder's desire to participate in such transaction. If the Stockholder does not deliver to the Selling Holder a Participation Notice with respect to any matter as to which a tag-Along Stockholder shall agree to provide indemnification (other than its own title to such Stock), such Tag-Along Right within the applicable time period, the Stockholder shall in no event be treated as having waived his right required to participate provide indemnification in an amount that would exceed its pro rata portion of the total liability for which such indemnification is sought, which pro rata portion shall be determined on the basis of the percentage of the total Stock involved in such transaction. The Participation Notice shall constitute an irrevocable commitment transfer that are represented by the Stockholder to participate in the transaction on the terms contained in the Stock owned by such Tag-Along Rights Notice
(c) The Stockholder. In addition, each Tag-Along Stockholder and the SC Stockholders shall reasonably cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request consult with each other in order to consummate effect the transaction. The Stockholder shallSale of Control Transaction, if provided an opportunity to do so, consent to and vote in favor of the Change of Control.
(d) Each of the Selling Holders and any other party to any such transaction shall have the right, in its sole discretion, at all times prior to consummation of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all each Tag-Along Rights in respect of such transaction pursuant to this Section 6 Stockholder shall become null and void, and neither the Selling Holder nor any other such party shall have any liability or obligation provide reasonable assistance to the Stockholder SC Stockholders in connection with respect thereto. Nothing herein shall the preparation of disclosure schedules relating to representations and warranties to be construed made to obligate the Selling Holder to accept any offer or terms forProposed Transferee in connection with such Sale of Control Transaction and in the determination of the appropriate scope of, or to consummatelimitations or exceptions to, any Change in Control or other transaction.
(e) This Section 6 shall terminate immediately after such representations and warranties. At the time of consummation of a Change the Sale of Control Transaction, the Proposed Transferee shall remit directly to each such Tag-Along Stockholder that portion of the sale proceeds to which such Tag-Along Stockholder is entitled by reason of its participation therein (less any adjustments due to the conversion of any convertible securities or an Initial Public Offeringthe exercise of any exercisable securities).
Appears in 1 contract
Tag-Along Rights. If the Ripplewood Shareholder desires to Transfer all (or any one portion in excess of 35%) of its Shares to a prospective Transferee (or more stockholders Transferees) other than (x) to the Agent in a Transfer in accordance with the terms of the CompanyRipplewood Pledge Agreement or (y) to a Permitted Transferee of the Ripplewood Shareholder, individually or in a Group (individually and collectivelythe Ripplewood Shareholder shall, as applicablea condition to such Transfer, (i) provide a notice to the "Selling Holder") engage PRIMEDIA Shareholder in a Change in Control involving a sale of Shares (other than any sale to an Affiliate of such Selling Holder), the Stockholder shall have the right writing (a "TAG-ALONG NOTICE") of the material terms of the proposed Transfer at least 10 days prior to such Transfer and (ii) permit the PRIMEDIA Shareholder (or cause the PRIMEDIA Shareholder to be permitted) to sell (either to the prospective Transferee of the Ripplewood Shareholder's Shares or to another financially reputable Transferee reasonably acceptable to the PRIMEDIA Shareholder) the same proportion of its Shares on the same terms and conditions, subject to the same agreements and at the same price as the sale by the Ripplewood Shareholder, which sale shall take place on the date the Ripplewood Shareholder's Shares (or such portion) are Transferred to such Transferee (or Transferees). The PRIMEDIA Shareholder shall have five days from the date of receipt of a Tag-Along Right"Notice to exercise its right to sell pursuant to clause (ii) above by delivering written notice to participate in the Ripplewood Shareholder of its intent to exercise such transaction on right. The right of the same material PRIMEDIA Shareholder to sell pursuant to the above shall terminate if not exercised within such five-day period; PROVIDED that if the terms and conditions as the Selling Holder by including in such transaction the same percentage of the Stockholder's Shares (determined on a Fully Diluted Basis) as the percentage of Shares being sold by the Selling Holder proposed transfer materially differ from those set forth in such Change of Control (determined on a Fully Diluted Basis), as follows:
(a) The Company shall deliver to the Stockholder at least 14 days prior to consummating such Change of Control a written notice (a "Tag-Along Notice") of such transaction; provided, however, that (i) if 14 days' prior notice is not practicable, the Tag-Along Notice then the Ripplewood Shareholder shall notify the PRIMEDIA Shareholder of such change and such five-day period shall be given as many extended for a further five days prior to from the date of such transaction as is practicable; and (ii) the Stockholder shall keep any information regarding the proposed transaction strictly confidential.
(b) If the Stockholder desires to participate in such transaction, the Stockholder must deliver to the Selling Holder, within 7 days of receiving a Tag-Along Rights Notice, written notice (a "Participation Notice") of the Stockholder's desire to participate in such transactionnotification. If the Stockholder does not deliver PRIMEDIA Shareholder elects to the Selling Holder a Participation Notice with respect to such Tag-Along Right within the applicable time period, the Stockholder shall be treated as having waived his exercise its right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction on the terms contained in the Tag-Along Rights Notice
(c) The Stockholder shall cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor of the Change of Control.
(d) Each of the Selling Holders and any other party to any such transaction shall have the right, in its sole discretion, at all times prior to consummation of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tag-Along Rights in respect of such transaction sell pursuant to this Section 6 2.01(e), it shall become null share, on a pro rata basis, the legal, investment banking and void, and neither other expenses of the Selling Holder nor any other Ripplewood Shareholder incurred in connection with such party shall have any liability or obligation to the Stockholder with respect thereto. Nothing herein shall be construed to obligate the Selling Holder to accept any offer or terms for, or to consummate, any Change in Control or other transactionTransfer.
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.
Appears in 1 contract
Samples: Shareholder Agreement (World Almanac Education Group Inc)
Tag-Along Rights. If (a) Subject to the other terms of this Section 2.2, and except as required by Section 5.4, no Investor shall be permitted to Transfer any Shares to one or more stockholders third parties unless each other Investor is offered a right to participate in such Transfer for a purchase price per Share equal to the purchase price to be received by such Investor then proposing to sell the Shares (the “Selling Investor”) and on other terms and conditions not less favorable to such other Investor than those applicable to the Selling Investor. Any Investor who, in accordance with the terms of Section 2.2(b) below, notifies the Company, individually or Selling Investor that it desires to participate in a Group (individually and collectively, as applicable, the "Selling Holder") engage in a Change in Control involving a any sale of Shares (other than any sale to an Affiliate of such Selling Holder), the Stockholder shall have the right (a "Tag-Along Right") to include in such sale an amount of Shares equal to the amount of Shares the third party actually proposes to purchase multiplied by the percentage obtained by dividing the number of Shares owned by such participating Investor by the aggregate number of Shares owned by the Selling Investor and each other Investor exercising its right to participate in such transaction on sale pursuant hereto. For the same material terms and conditions as purposes of this Section 2.2(a), a sale to a “third party” shall not include a sale to any Permitted Assignee or a sale pursuant to a Qualified Public Offering. Notwithstanding the foregoing, in the event the Selling Holder by including in such transaction Investor is selling only shares of Preferred Stock, holders of Common Stock shall not have the same percentage right to sell shares of the Stockholder's Shares (determined on a Fully Diluted Basis) as the percentage of Shares being sold by the Selling Holder in such Change of Control (determined on a Fully Diluted BasisCommon Stock pursuant to this Section 2.2(a), as follows:
(a) The Company shall deliver to the Stockholder at least 14 days prior to consummating such Change of Control a written notice (a "Tag-Along Notice") of such transaction; provided, however, that (i) if 14 days' prior notice is not practicable, the Tag-Along Notice shall be given as many days prior to such transaction as is practicable; and (ii) the Stockholder shall keep any information regarding the proposed transaction strictly confidential.
(b) If In the Stockholder desires event a Selling Investor is proposing to sell any Shares and, pursuant to this Section 2.2, the Investors are entitled to participate in such transactionsale, such Selling Investor shall notify each Investor entitled to participate therein in writing of such proposed sale and its terms and conditions (and shall provide any other information regarding the Stockholder must deliver to the Selling Holder, within 7 proposed transfer that such other Investor may reasonably request). Within fifteen (15) business days of receiving a Tag-Along Rights Noticethe date of such notice, written notice (a "Participation Notice") of the Stockholder's desire each Investor entitled to participate therein shall notify such Selling Investor if it elects to participate in such transactionsale. If the Stockholder does not deliver Any Investor that fails to notify the Selling Holder a Participation Notice Investor within such fifteen (15) business day period shall be deemed to have waived its rights hereunder with respect to such Tag-Along Right sale. Notwithstanding anything contained in this Section 2.2 to the contrary, in the event that all or a portion of the purchase price for the Shares being purchased consists of securities and the sale of such securities to any Investor entitled to participate therein would, by virtue of the fact that such Investor is not an “accredited investor” (within the applicable time period, meaning of Rule 501(a) under the Stockholder shall be treated as having waived his right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction on the terms contained in the Tag-Along Rights Notice
(c) The Stockholder shall cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentationSecurities Act), as require either a registration under the Selling Holder may reasonably request in order Securities Act or the preparation of a disclosure document pursuant to consummate Regulation D under the transaction. The Stockholder shallSecurities Act (or any successor regulation) or a similar provision of any state securities law, if provided an opportunity to do sothen, consent to and vote in favor of at the Change of Control.
(d) Each option of the Selling Holders and Investor, any other party to any one or more of such transaction shall have the rightInvestors may receive, in its sole discretion, at all times prior to consummation lieu of such transaction to abandonsecurities, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tag-Along Rights in respect the fair market value of such transaction pursuant to this Section 6 shall become null and voidsecurities in cash, and neither as determined in good faith by the Selling Holder nor any other such party shall have any liability or obligation to the Stockholder with respect thereto. Nothing herein shall be construed to obligate the Selling Holder to accept any offer or terms for, or to consummate, any Change in Control or other transactionBoard.
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.
Appears in 1 contract
Tag-Along Rights. (a) If any one or more stockholders of Stockholders other than Lxxx NAOC (“Selling Stockholder”) proposes to sell Capital Stock to a third party purchaser (the Company“Prospective Purchaser”) pursuant to a bona fide offer to purchase such Capital Stock (a “Qualified Offer”), individually or in a Group (individually and collectively, as applicable, the "such Selling Holder") Stockholders may engage in a Change in Control involving a sale such transaction, subject to their prior compliance with Section 4.2, only if they assure that the other Stockholders or holders of Shares Options (other than any sale to an Affiliate of such Selling Holder), the Stockholder shall have the right (a "“Tag-Along Right"Stockholders”) also shall be afforded the right to participate in such transaction sell a proportionate share of their Capital Stock or Options to the Prospective Purchaser simultaneously therewith on the same material terms and conditions at least as favorable to the Selling Stockholders as the terms and conditions set out in the Qualified Offer. Upon receipt by one or more Selling Holder by including in such transaction the same percentage Stockholders of the Stockholder's Shares (determined on a Fully Diluted Basis) as the percentage of Shares being sold by Qualified Offer, the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), as follows:
(a) The Company Stockholders shall deliver to notify the Stockholder at least 14 days prior to consummating such Change of Control a written notice (a "Tag-Along Notice") Stockholders in writing of such transaction; providedoffer and its terms and conditions (the “Offer Notice”), however, that (i) if 14 days' prior which written notice is not practicableshall include the name of the Prospective Purchaser and the consideration offered in connection therewith. In order to exercise their right to sell their Capital Stock or Options as set forth above, the Tag-Along Stockholders must provide written notice of such intention to the Selling Stockholders within 20 days after the date of their receipt of the Offer Notice. If the Tag- Along Stockholders do not provide such written notice within 20 days, the Selling Stockholders may sell their Capital Stock to the Prospective Purchaser on the terms of the Qualified Offer as long as such sale is consummated within 75 days after the date of the Offer Notice. If the Capital Stock is not transferred to the Prospective Purchaser within such period, a new Offer Notice shall must be given as many days prior to before the Selling Stockholders may sell any Capital Stock. Each participating Tag-Along Stockholder individually, not jointly and severally, shall make such transaction as is practicable; Tag-Along Stockholder’s proportionate share of any representations and (ii) warranties made in connection with any such Transfer. In no event shall any Tag-Along Stockholder be liable for indemnification or similar obligations in connection with such Transfer other than severally on a pro rata basis in an amount not greater than the proceeds actually received by such Tag-Along Stockholder shall keep any information regarding the proposed transaction strictly confidentialin connection with such Transfer.
(b) If the Stockholder desires The co-sale rights provided to participate in such transaction, the Stockholder must deliver to the Selling Holder, within 7 days of receiving a any Tag-Along Rights NoticeStockholder under Section 4.3(a) shall be applicable to any direct or indirect sale (including by means of a merger, written notice (a "Participation Notice"reorganization, or other similar transaction) of the Capital Stock of the Company held by a Stockholder's desire , other than Lxxx NAOC, including any transfer (including by means of a merger, reorganization, or other similar transaction) of all or substantially all of the issued and outstanding capital stock, or its equivalent, of such Stockholder or its Affiliates to participate a third party; provided that Section 4.3(a) shall not apply to an indirect transfer of Capital Stock caused by changes in such transaction. If the identity of or investors in advisory clients of Franklin or funds or other investment vehicles included in the definition of “WLR” or a transfer of Capital Stock by a Stockholder does not deliver that is an advisory client of Franklin or a limited partner or comparable passive investor in a fund or other investment vehicle included in the definition of “WLR” that receives capital stock pursuant to a normal course distribution (including a winding up) pursuant to the Selling Holder a Participation Notice with respect to such Tag-Along Right within the applicable time period, the Stockholder shall be treated as having waived his right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction on the terms contained in the Tag-Along Rights Notice
(c) The Stockholder shall cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor of the Change of Control.
(d) Each of the Selling Holders and any other party to any such transaction shall have the right, in its sole discretion, at all times prior to consummation constituent documents of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tag-Along Rights in respect of such transaction pursuant to this Section 6 shall become null and void, and neither the Selling Holder nor any other such party shall have any liability or obligation to the Stockholder with respect thereto. Nothing herein shall be construed to obligate the Selling Holder to accept any offer or terms for, or to consummate, any Change in Control fund or other transactioninvestment vehicle.
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.
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Tag-Along Rights. If any one After the occurrence of a Liquidation Event, subject to Section 7.2, the Sponsor agrees that the Purchaser shall be afforded the opportunity to participate in sales by the Sponsor to a Third Party of all or more stockholders substantially all of the Companyshares of Common Stock of the Company then held by the Sponsor and its affiliates (any such sale, individually or a “Tag-Along Transfer”). As soon as practicable after the time any Tag-Along Transfer is proposed, but in a Group any event at least 20 days prior to the Transfer Date (individually and collectively, as applicable, the "Selling Holder") engage in a Change in Control involving a sale of Shares (other than any sale to an Affiliate of such Selling Holderdefined below), the Stockholder Sponsor shall have give written notice thereof to the right (a "Purchaser identifying the proposed purchaser and stating the number of shares of Common Stock proposed to be sold, the proposed offering price, the proposed date of such Tag-Along Right"Transfer (the “Transfer Date”) and any written material terms or conditions of the proposed Tag-Along Transfer. If the Purchaser desires to participate in such transaction on the same material terms and conditions as Tag-Along Transfer, the Selling Holder by including in such transaction the same percentage of the Stockholder's Shares (determined on a Fully Diluted Basis) as the percentage of Shares being sold by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), as follows:
(a) The Company Purchaser shall deliver to the Stockholder at least 14 days prior to consummating such Change of Control a give written notice (a "the “Tag-Along Notice"”) to the Sponsor not less than 10 days prior to the Transfer Date setting forth the number of such transaction; provided, however, Shares that (i) if 14 days' prior notice is not practicable, the Purchaser desires to include in the Tag-Along Transfer. Failure to give the Tag-Along Notice shall be given as many at least 10 days prior to such transaction as is practicable; and (ii) the Stockholder shall keep any information regarding the proposed transaction strictly confidential.
(b) If the Stockholder desires to participate in such transaction, the Stockholder must deliver to the Selling Holder, within 7 days of receiving a Tag-Along Rights Notice, written notice (a "Participation Notice") of the Stockholder's desire to participate in such transaction. If the Stockholder does not deliver to the Selling Holder a Participation Notice with respect to such Tag-Along Right within the applicable time period, the Stockholder shall be treated as having waived his right to participate in such transaction. The Participation Notice Transfer Date shall constitute an irrevocable commitment election by the Stockholder Purchaser not to participate in the transaction on the terms contained in the Tag-Along Rights Notice
(c) The Stockholder shall cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request in order to consummate the transactionTransfer. The Stockholder shalltotal number of shares of Common Stock which the Sponsor is to include in the Tag-Along Transfer (the “Allotment”) shall be apportioned among the Sponsor, the Purchaser if provided an opportunity he gives the Tag-Along Notice at least 10 days prior to do sothe Transfer Date, consent Other Purchasers giving Tag-Along Notices during such 10-day period pursuant to and vote in favor of the Change of Control.
(d) Each of the Selling Holders Other Purchasers’ Agreements and any other party persons entitled to any such transaction shall have the right, in its sole discretion, at all times prior to consummation of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all give (and giving on a timely basis) Tag-Along Rights in respect of such transaction Notices pursuant to agreements substantially similar to this Section 6 shall become null Agreement (collectively, the “Participants”) in accordance with the number of issued and voidoutstanding shares of Common Stock each Participant holds at such time (without regard to any shares of Common Stock issuable upon exercise of options, and neither the Selling Holder nor any other such party shall have any liability or obligation to the Stockholder with respect thereto. Nothing herein shall be construed to obligate the Selling Holder to accept any offer or terms forwarrants, or other rights of any kind); provided that in no event will the Sponsor’s portion of the Allotment be less than the number of shares of Common Stock constituting the Allotment less the number of issued and outstanding shares which the Participants (other than the Sponsor) have included in their Tag-Along Notices (without regard to consummateany shares issuable upon exercise of options, any Change in Control warrants, or other transactionrights of any kind).
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.
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Tag-Along Rights. (i) No Stockholder shall Transfer any Stockholder Shares to a third party (other than a Permitted Transferee) in one (1) or a series of related transactions without complying with the terms and conditions set forth in Section 2(b) or this Section 2(c).
(ii) If any one holder or group of holders of Stockholder Shares (collectively, the “Initiating Stockholder”) intends to Transfer 15% or more stockholders of the then outstanding Stockholder Shares in one (1) or a series of related transactions, then such Initiating Stockholder shall give not less than thirty (30) days prior written notice of such intended Transfer to each other holder of Stockholder Shares (the “Tag-Along Offerees”) and to the Company. Such notice (the “Proposed Sale Notice”) shall set forth the terms and conditions of such proposed Transfer, including the name of the prospective transferee, the number of Stockholder Shares proposed to be transferred (the “Tag-Along Securities”) by the Initiating Stockholder, the maximum and minimum aggregate purchase price proposed to be paid therefor (or, if not in cash, the proposed consideration) and the payment terms and type of Transfer to be effectuated. The Proposed Sale Notice shall also confirm that the prospective transferee has been informed of the tag-along right provided for in this Section 2(c) and has agreed to purchase Stockholder Shares in accordance with the terms of this Section 2(c) and that the Initiating Stockholder has agreed to consummate the Transfer, subject only to any required regulatory approvals and the provisions of this Agreement.
(iii) Within twenty (20) days following the delivery of the Proposed Sale Notice (the “Tag-Along Period”) by the Initiating Stockholder to each Tag-Along Offeree and to the Company, individually or in a Group (individually and collectively, as applicable, the "Selling Holder") engage in a Change in Control involving a sale of Shares (other than any sale to an Affiliate of such Selling Holder), the Stockholder shall have the right (a "each Tag-Along Right") Offeree shall, by notice in writing to participate the Initiating Stockholder and to the Company (the “Tag-Along Notice”), have the opportunity and right to sell to the purchasers in such transaction on proposed Transfer (upon the same material terms and conditions as the Selling Holder Initiating Stockholder, subject to the last sentence of this Section 2(c)(iii)) up to that number of Stockholder Shares at the time held by including such Tag-Along Offeree as shall equal the product of (i) a fraction, the numerator of which is the number of Stockholder Shares owned by such Tag-Along Offeree as of the date of the Proposed Sale Notice, and the denominator of which is the aggregate number of Stockholder Shares owned by all Tag-Along Offerees as of the date of such Proposed Sale Notice, multiplied by (ii) the number of Stockholder Shares proposed to be transferred in the Proposed Sale Notice. Each holder of Stockholder Shares that does not deliver a Tag-Along Notice to the Initiating Stockholder and the Company within the Tag-Along Period shall be deemed to have waived all of such Stockholder’s rights under this Section 2(c) with respect to inclusion of such Stockholder’s Stockholder Shares in such transaction proposed Transfer. The purchase price to be received by the Tag-Along Offerees shall be determined on the basis of the Implied Share Values.
(iv) The Initiating Stockholder, subject to the participation of the Tag-Along Offerees that have validly delivered a Tag-Along Notice (the “Selling Stockholders”), if any, shall have the right, for a period of one hundred eighty (180) days after the expiration of the Tag-Along Period (or for such longer period of time as may be required to obtain any final regulatory approvals, which the Initiating Stockholder agrees to use its commercially reasonable efforts to obtain) to Transfer the Stockholder Shares specified in the Proposed Sale Notice assuming an aggregate purchase price no greater than the maximum (and no less than the minimum) aggregate purchase price set forth in the Proposed Sale Notice and on other principal terms that are not materially more favorable to the Initiating Stockholder and the Selling Stockholders than those set forth in the Proposed Sale Notice.
(v) In the event that the prospective transferee does not agree to purchase, or does not purchase, each Selling Stockholder’s Stockholder Shares specified in any Tag-Along Notice on substantially the same percentage terms and conditions (subject to the last sentence of Section 2(c)(iii)), then the Initiating Stockholder shall not be permitted to Transfer its Stockholder Shares to the prospective transferee unless the Initiating Stockholder purchases each Selling Stockholder's ’s Stockholder Shares specified in any Tag-Along Notice on substantially the same terms and conditions as specified in the applicable Proposed Sale Notice.
(determined vi) The offer of each Selling Stockholder contained in such Selling Stockholder’s Tag-Along Notice shall be irrevocable, and, to the extent such offer is accepted, such Selling Stockholder shall be bound and obligated to Transfer, on a Fully Diluted Basis) the same terms and conditions as the percentage Initiating Stockholder (subject to the last sentence of Section 2(c)(iii)), up to such amount of Stockholder Shares being sold by the as such Selling Holder Stockholder shall have specified in such Change of Control (determined on a Fully Diluted Basis), as follows:
(a) The Company shall deliver to the Stockholder at least 14 days prior to consummating such Change of Control a written notice (a "Selling Stockholder’s Tag-Along Notice") of such transaction; provided, however, that (iA) if 14 days' prior notice the principal terms of the proposed Transfer change with the result that the aggregate purchase price is not practicableless than the minimum aggregate purchase price set forth in the Proposed Sale Notice or the other principal terms are materially less favorable to the Initiating Stockholder and the Selling Stockholders than those set forth in the Proposed Sale Notice, each Selling Stockholder shall be permitted to withdraw the offer contained in such Selling Stockholder’s Tag-Along Notice and shall be released from such Selling Stockholder’s obligations thereunder, (B) the Selling Stockholders shall be obligated to sell only the percentage of total Stockholder Shares held by the Selling Stockholders equal to the percentage of total Stockholder Shares held by the Initiating Stockholder being sold by the Initiating Stockholder, and (C) if, following the period of one hundred eighty (180) days after the expiration of the Tag-Along Period (or for such longer period of time as may be required to obtain any final regulatory approvals, which the Initiating Stockholder agrees to use its commercially reasonable efforts to obtain), the Initiating Stockholder has not completed the proposed Transfer, each Selling Stockholder shall be released from the obligations under such Selling Stockholder’s respective Tag-Along Notice, any related Proposed Sale Notice shall be given as many days prior to such transaction as is practicable; and (ii) the Stockholder shall keep any information regarding the proposed transaction strictly confidential.
(b) If the Stockholder desires to participate in such transaction, the Stockholder must deliver to the Selling Holder, within 7 days of receiving a Tag-Along Rights Notice, written notice (a "Participation Notice") of the Stockholder's desire to participate in such transaction. If the Stockholder does not deliver to the Selling Holder a Participation Notice with respect to such Tag-Along Right within the applicable time period, the Stockholder shall be treated as having waived his right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction on the terms contained in the Tag-Along Rights Notice
(c) The Stockholder shall cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor of the Change of Control.
(d) Each of the Selling Holders and any other party to any such transaction shall have the right, in its sole discretion, at all times prior to consummation of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tag-Along Rights in respect of such transaction pursuant to this Section 6 shall become null and void, and neither the Selling Holder nor any other such party shall have any liability or obligation to the Stockholder with respect thereto. Nothing herein it shall be construed necessary for a separate Proposed Sale Notice to obligate be furnished, and the Selling Holder terms and provisions of this Section 2(c) separately complied with, in order to accept any offer or terms for, or consummate such Transfer pursuant to consummate, any Change in Control or other transactionthis Section 2(c).
(evii) This If, prior to consummation, the terms of the proposed Transfer change with the result that the aggregate purchase price is greater than the maximum aggregate purchase price set forth in any Proposed Sale Notice or the other principal terms are materially more favorable to the Initiating Stockholder and the Selling Stockholders than those set forth in such Proposed Sale Notice, then, unless each holder of Stockholder Shares has delivered a Tag-Along Notice, such Proposed Sale Notice shall be null and void, and it shall be necessary for a separate Proposed Sale Notice to be furnished, and the terms and provisions of this Section 6 2(c) separately complied with, in order to consummate such proposed Transfer pursuant to this Section 2(c).
(viii) The provisions of this Section 2(c) shall terminate immediately after the consummation of a Change of Control or an Initial Public Offeringnot apply to any Transfers pursuant to Section 4 hereof.
Appears in 1 contract
Tag-Along Rights. If any one or more stockholders For the benefit of the Company, individually or in a Group (individually Warrant Agent and collectively, as applicableWarrant holders, the "Selling Holder") engage in a Change in Control involving a sale of Shares (other than any sale to an Affiliate of such Selling Holder), Company and the Stockholder shall have the right (a "Tag-Along Right") to participate in such transaction on the same material terms and conditions as the Selling Holder by including in such transaction the same percentage of the Stockholder's Shares (determined on a Fully Diluted Basis) as the percentage of Shares being sold by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), Sponsors hereby agree as follows:
(a) The Company shall deliver If, prior to the Stockholder at least 14 days prior Warrant Maturity Date, a Sponsor proposes to transfer any Offered Securities that would constitute a Significant Stock Sale but which would not constitute a Change of Control, then as a condition to consummating such Change Significant Stock Sale, each holder of Control Warrants (each, a written notice (a "“Tag-Along Warrantholder”) shall have the right, at its sole discretion, to request such third party purchaser to purchase from such Tag-Along Warrantholder, upon the same terms and conditions set forth in the Trigger Event Notice") of such transaction; provided, however, that (i) if 14 days' prior notice is not practicable, the Tag-Along Notice shall be given as many days prior Warrant Shares issued to such transaction as is practicable; and (ii) the Stockholder shall keep any information regarding the proposed transaction strictly confidentialTag-Along Warrantholder upon exercise of such Warrants.
(b) If the Stockholder desires to participate in such transaction, the Stockholder must deliver to the Selling Holder, within 7 days of receiving a The tag-along rights provided by this Section shall be exercised by any Tag-Along Rights Warrantholder within five (5) Business Days following receipt of the Trigger Event Notice, by delivery of a written notice (a "Participation Notice") of the Stockholder's desire to participate in such transaction. If the Stockholder does not deliver to the Selling Holder a Participation Notice with respect to Company and the Sponsor indicating such Tag-Along Right within Warrantholder’s election to exercise its rights hereunder and specifying the applicable time periodnumber of Warrant Shares it wishes to sell in connection with the Significant Stock Sale.
(c) At the closing of the Significant Stock Sale, the Stockholder third party purchaser shall be treated as having waived his right deliver to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction on the terms contained in the Tag-Along Rights Notice
(c) The Stockholder shall cooperate Warrantholder payment in such transaction full in immediately available funds for the Warrant Shares to be purchased by providing the Selling Holder all materials (including executed third party purchaser. If the third party purchaser purchases the Offered Securities but fails to purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor of the Change of Control.
(d) Each of the Selling Holders and Warrant Shares from any other party to any such transaction shall have the right, in its sole discretion, at all times prior to consummation of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tag-Along Rights in respect of such transaction Warrantholder that has properly exercised its “Tag-Along Rights” pursuant to this Section 6 12, then the selling Sponsor shall become contemporaneously purchase such Tag-Along Warrant Shares from the holder thereof for the same consideration and on the same terms and conditions as the Sponsor proposes to transfer its securities in the Significant Stock Sale, failing which the Company agrees that it will not record any such proposed share transfer on its share register and any such attempted transfer shall be null and void, and neither the Selling Holder nor any other such party shall have any liability or obligation to the Stockholder with respect thereto. Nothing herein shall be construed to obligate the Selling Holder to accept any offer or terms for, or to consummate, any Change in Control or other transactionvoid ab initio.
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.
Appears in 1 contract
Tag-Along Rights. If Buyer and Seller hereby agree that they will not transfer any one shares of Series V Preferred Stock or more stockholders of the CompanyCommon Stock issuable upon conversion thereof, individually in each case now owned or hereafter acquired, except as specifically provided in a Group this Section 8. Should either Buyer or Seller (individually and collectively, as applicablein either case, the "Selling HolderStockholder") engage propose to sell, exchange or otherwise dispose of any shares of capital stock it holds in the Company, it shall give 15 days prior written notice to the other party and shall include in its sale, exchange or disposition that number of shares owned by the other party that is equal to the product obtained by multiplying (a) the aggregate number of shares of capital stock being sold by (b) a Change fraction, the numerator of which is the number of shares of capital stock held by the other party on an as-converted basis and the denominator of which is the sum of the shares of capital stock held by the Selling Stockholder and the other party, each on an as converted basis. Any such participation by the non-initiating Stockholder shall be at the same price per share (in Control involving a form and amount) applicable to the sale of Shares (other than any sale to an Affiliate of such the Selling Holder), the Stockholder Stockholder's shares and otherwise shall have the right (a "Tag-Along Right") to participate in such transaction be on the same material terms and conditions (including any with respect to deferral of payment in whole or in part and any option as to the Selling Holder by including in such transaction the same percentage form and amount of the Stockholder's Shares (determined on a Fully Diluted Basisconsideration to be received) as are applicable to the percentage of Shares being sold by Seller Stockholder; provided, that the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), as follows:
non-initiating Stockholder shall not be required to (a) The Company shall deliver make any representation or warranty to the Stockholder at least 14 days prior any person in connection with such transaction other than as to consummating such Change of Control a written notice (a "Tag-Along Notice") of such transaction; provided, however, that (i) if 14 days' prior notice is not practicable, good title and the Tag-Along Notice shall be given as many days prior absence of liens or encumbrances with respect to such transaction as is practicable; and non-initiating Stockholder's shares, (ii) the corporate or other existence of such non- initiating Stockholder shall keep and (iii) the authority for and the validity and binding effect of, and the absence of any information regarding conflicts under the proposed transaction strictly confidential.
charter documents and material agreements of such non- initiating Stockholder as to, any agreements entered into by such non-initiating Stockholder in connection with such sale or (b) If the Stockholder desires to participate provide any indemnities in connection with any such transaction, the Stockholder must deliver to the Selling Holder, within 7 days of receiving transaction except for a Tag-Along Rights Notice, written notice (a "Participation Notice") breach of the Stockholder's desire above representations and warranties. The participation rights of Section 8.1 shall not pertain or apply to participate in such transaction. If (i) any sale pursuant to which the Stockholder does not deliver to non-selling party has already been offered the Selling Holder a Participation Notice with respect to such Tag-Along Right within the applicable time period, the Stockholder shall be treated as having waived his right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder acquiror or (ii) any transfers to participate in the transaction on the terms contained in the Tag-Along Rights Notice
(c) The Stockholder shall cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor of the Change of Control.
(d) Each of the Selling Holders and any other party to any such transaction shall have the right, in its sole discretion, at all times prior to consummation of such transaction to abandon, rescind, annul, withdraw a general or otherwise terminate such transaction whereupon all Tag-Along Rights in respect of such transaction pursuant to this Section 6 shall become null and void, and neither the Selling Holder nor any other such party shall have any liability or obligation to the Stockholder with respect thereto. Nothing herein shall be construed to obligate the Selling Holder to accept any offer or terms for, or to consummate, any Change in Control or other transaction.
(e) This Section 6 shall terminate immediately after the consummation limited partner of a Change of Control or an Initial Public Offeringparty.
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Tag-Along Rights. If (a) Subject to the other terms of this Section 2.2, and except as required by Section 5.4, no Investor shall be permitted to Transfer any Shares to one or more stockholders of third parties unless each other Investor is offered a right to participate in such Transfer for a purchase price per Share equal to the Company, individually or in a Group purchase price to be received by such Investor then proposing to sell the Shares (individually and collectively, as applicable, the "Selling HolderInvestor") engage and on other terms and conditions not less favorable to such other Investor than those applicable to the Selling Investor. Any Investor who, in a Change accordance with the terms of Section 2.2(b) below, notifies the Selling Investor that it desires to participate in Control involving a any sale of Shares (other than any sale to an Affiliate of such Selling Holder), the Stockholder shall have the right (a "Tag-Along Right") to include in such sale an amount of Shares equal to the amount of Shares the third party actually proposes to purchase multiplied by the percentage obtained by dividing the number of Shares owned by such participating Investor by the aggregate number of Shares owned by the Selling Investor and each other Investor exercising its right to participate in such transaction on sale pursuant hereto. For the same material terms and conditions as purposes of this Section 2.2(a), a sale to a "third party" shall not include a sale to any Permitted Assignee or a sale pursuant to a Qualified Public Offering. Notwithstanding the foregoing, in the event the Selling Holder by including in such transaction Investor is selling only shares of Preferred Stock, holders of Common Stock shall not have the same percentage right to sell shares of the Stockholder's Shares (determined on a Fully Diluted Basis) as the percentage of Shares being sold by the Selling Holder in such Change of Control (determined on a Fully Diluted BasisCommon Stock pursuant to this Section 2.2(a), as follows:
(a) The Company shall deliver to the Stockholder at least 14 days prior to consummating such Change of Control a written notice (a "Tag-Along Notice") of such transaction; provided, however, that (i) if 14 days' prior notice is not practicable, the Tag-Along Notice shall be given as many days prior to such transaction as is practicable; and (ii) the Stockholder shall keep any information regarding the proposed transaction strictly confidential.
(b) If In the Stockholder desires event a Selling Investor is proposing to sell any Shares and, pursuant to this Section 2.2, the Investors are entitled to participate in such transactionsale, such Selling Investor shall notify each Investor entitled to participate therein in writing of such proposed sale and its terms and conditions (and shall provide any other information regarding the Stockholder must deliver to the Selling Holder, within 7 proposed transfer that such other Investor may reasonably request). Within fifteen (15) business days of receiving a Tag-Along Rights Noticethe date of such notice, written notice (a "Participation Notice") of the Stockholder's desire each Investor entitled to participate therein shall notify such Selling Investor if it elects to participate in such transactionsale. If the Stockholder does not deliver Any Investor that fails to notify the Selling Holder a Participation Notice Investor within such fifteen (15) business day period shall be deemed to have waived its rights hereunder with respect to such Tag-Along Right sale. Notwithstanding anything contained in this Section 2.2 to the contrary, in the event that all or a portion of the purchase price for the Shares being purchased consists of securities and the sale of such securities to any Investor entitled to participate therein would, by virtue of the fact that such Investor is not an "accredited investor" (within the applicable time period, meaning of Rule 501(a) under the Stockholder shall be treated as having waived his right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction on the terms contained in the Tag-Along Rights Notice
(c) The Stockholder shall cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentationSecurities Act), as require either a registration under the Selling Holder may reasonably request in order Securities Act or the preparation of a disclosure document pursuant to consummate Regulation D under the transaction. The Stockholder shallSecurities Act (or any successor regulation) or a similar provision of any state securities law, if provided an opportunity to do sothen, consent to and vote in favor of at the Change of Control.
(d) Each option of the Selling Holders and Investor, any other party to any one or more of such transaction shall have the rightInvestors may receive, in its sole discretion, at all times prior to consummation lieu of such transaction to abandonsecurities, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tag-Along Rights in respect the fair market value of such transaction pursuant to this Section 6 shall become null and voidsecurities in cash, and neither as determined in good faith by the Selling Holder nor any other such party shall have any liability or obligation to the Stockholder with respect thereto. Nothing herein shall be construed to obligate the Selling Holder to accept any offer or terms for, or to consummate, any Change in Control or other transactionBoard.
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.
Appears in 1 contract
Tag-Along Rights. If any one or more stockholders (a) In the event the Selling Shareholder is a Founder (“Selling Founder Shareholder”), each Non-Selling Shareholder, shall in its sole discretion, be entitled to Transfer such proportionate part of the Company, individually or in a Group (individually and collectively, as applicable, the "Selling Holder") engage in a Change in Control involving a sale of its Shares (other than any sale to an Affiliate of such Selling Holder), the Stockholder shall have the right (a "Tag-Along Right") to participate in such transaction on the same material terms and conditions as the Selling Holder by including in such transaction Transfer Shares constitute against the same percentage of the Stockholder's Shares (determined on a Fully Diluted Basis) as the percentage of Shares being sold total shares held by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), as follows:
(a) The Company shall deliver to the Stockholder at least 14 days prior to consummating such Change of Control a written notice (a "Tag-Along Notice") of such transaction; provided, however, that (i) if 14 days' prior notice is not practicable, the Tag-Along Notice shall be given as many days Shareholder immediately prior to such transaction transfer) to the Transferee, along with and simultaneously upon, the Transfer of the Transfer Shares to the Transferee, at the same terms as is practicable; and specified in the Transfer Notice (ii) the Stockholder shall keep any information regarding the proposed transaction strictly confidential“Tag Along Right”).
(b) If In the Stockholder desires to participate in such transaction, the Stockholder must deliver to the event a Non-Selling Holder, within 7 days of receiving a Tag-Along Rights Notice, written notice (a "Participation Notice") of the Stockholder's desire to participate in such transaction. If the Stockholder does not deliver to the Selling Holder a Participation Notice with respect to such Tag-Along Right within the applicable time period, the Stockholder shall be treated as having waived his right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction on the terms contained in the Tag-Along Rights Notice
(c) The Stockholder shall cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor of the Change of Control.
(d) Each of the Selling Holders and any other party to any such transaction shall have the rightShareholder elects, in its sole discretion, not to exercise the Right of First Refusal, and the Selling Founder Shareholder, proposes to Transfer his Shares to the Transferee, then such Non-Selling Shareholder shall be entitled by written notice given within the Acceptance Period (“Tag Along Notice”) to exercise its Tag Along Right and require the Selling Founder Shareholder to procure that such Transferee acquires proportionate number of Shares (i.e. the same proportion as the Transfer Shares constitute against the total shares held by the Selling Shareholder immediately prior to such transfer) held by such Non-Selling Shareholder on terms no less favourable than the terms specified in the Transfer Notice (upon such exercise a “Co-Sale Participant”). If the Transferee is not willing to purchase all the Shares offered by both the Selling Founder Shareholder and the Co-Sale Participant, then the number of Shares that the Selling Founder Shareholder and each Co-Sale Participant can sell will be proportionately reduced, provided that the Co-Sale Participant(s) shall at all times prior be entitled to consummation sell in the same proportion as the Selling Founder Shareholder as specified in the previous sentence.
(c) In the event any Non-Selling Shareholder elects to exercise the Tag Along Right, the Selling Founder Shareholder shall take and cause to be taken all necessary steps to consummate the Tag Along Right and complete in full the Transfer of such transaction Shares held by such Co-Sale Participant(s) to abandonthe Transferee in accordance with the provisions of Clause 10.2(a), rescindas regards the terms and conditions thereof including, annulas to price and payment terms (including, withdraw or otherwise terminate causing and procuring the Company to duly register and record in its appropriate books, the foregoing Transfer of the Shares held by such transaction whereupon all TagCo-Along Rights in respect of such transaction Sale Participant(s) to the Transferee pursuant to this Section 6 the Tag Along Right).
(d) The Co-Sale Participant(s) shall become null and void, and neither effect its participation in the proposed Transfer by delivering to the Selling Holder nor any other such party shall have any liability Founder Shareholder, upon receiving a written request in this regard from the Selling Founder Shareholder, one or obligation more Share certificates together with the one or more Share transfer forms, properly endorsed for Transfer to the Stockholder with respect thereto. Nothing herein shall be construed prospective Transferee, representing, the number of Preference Shares or Equity Shares, as the case may be, that the Co-Sale Participant(s) elects to obligate include in the Selling Holder to accept any offer or terms for, or to consummate, any Change in Control or other transactionproposed Transfer.
(e) This Section 6 Each Share certificate delivered by the Co-Sale Participant(s) to the Selling Shareholder pursuant to this Clause 10.2 will be transferred to the Transferee against receipt from the Transferee of payment for the Shares being sold by the Co-Sale Participant(s) in accordance with the terms and conditions specified in the Transfer Notice and the purchase and sale agreement, if any, executed between the Selling Founder Shareholder, the Co-Sale Participant(s) and the Transferee, and the Selling Founder Shareholder shall terminate immediately after (or shall procure that the consummation Transferee shall) concurrently therewith remit to the Co-Sale Participant(s) the portion of the sale proceeds to which the Co-Sale Participant(s) is entitled to under this Clause 10.2 by reason of its participation in such sale. The Selling Founder Shareholder shall not sell any Shares to a Change Transferee unless and until, simultaneously with such sale, such Transferee purchases the proportionate number of Control Shares from the Co- Sale Participant(s). Provided however in the event the sale / purchase between a Co-Sale Participant and a prospective Transferee cannot be consummated without the consent of regulatory authorities in India, the parties that require such consent for the sale/purchase shall diligently take all steps needed to secure the consent and the Selling Founder Shareholder shall ensure that the Transferee purchases the Shares of such Co-Sale Participant upon receipt of such consent. The exercise or an Initial Public Offeringelection not to exercise any right by the Non-Selling Shareholder(s) hereunder with respect to a particular proposed Transfer shall not adversely affect its respective rights under this Clause 10.2 with respect to any other Transfers of the same or other Selling Shareholder Shares. In the event there is more than one Co-Sale Participant, any regulatory consent or otherwise required by a Co-Sale Participant shall not preclude the other Co-Sale Participant(s) from completing the Transfer of such Co-Sale Participant(s) Shares to the prospective Transferee. The Selling Founder Shareholder shall ensure that the Transfer is completed no later than the closing date specified in the Transfer Notice.
(f) In the event a Co-Sale Participant has exercised its Tag Along Right, the Selling Founder Shareholder shall procure that the Transferee completes the Transfer of the Shares offered by such Co-Sale Participant including making any and all payments in respect thereof, prior to completing the Transfer of any Entitlement Offer Shares.
(g) If any proposed Transfer is not consummated (whether of the Entitlement Offer Shares or the Co-Sale Participant’s Shares) by the proposed closing date specified in the Transfer Notice, the Selling Founder Shareholder proposing the Transfer may not sell any Selling Founder Shareholder’s Shares without complying anew with the provisions of this Clause 10.
Appears in 1 contract
Samples: Shareholders’ Agreement
Tag-Along Rights. If (a) If, following the Transfer Waiver Date, a Transferring Shareholder desires to Transfer, directly or indirectly, all or any one or more stockholders portion of the Company, individually or in a Group (individually Shares beneficially owned by it and collectively, as applicableits Affiliates, the Transferring Shareholder shall provide the Non-Transferring Shareholder with written notice (the "Selling HolderTag Along Notice") engage in a Change in Control involving a sale (which may, but need not be, incorporated into the First Refusal Notice required pursuant to Section 7.3) setting forth: (i) the number of Shares proposed to be Transferred; (other than any sale ii) all terms and conditions of the proposed Transfer including the Offering Price at which the Transferring Shareholder proposes to an Affiliate Transfer such Shares; (iii) the name of such Selling Holder), the Stockholder shall have proposed transferee and a statement specifying whether or not that transferee is a Competitor; and (iv) that the Transferring Shareholder is offering the Non-Transferring Shareholder the right (a "Tag-Along Right") to participate in such transaction Transfer on the same material terms and conditions as the Selling Holder by including in such transaction the same percentage of the Stockholder's Shares (determined on a Fully Diluted Basis) as the percentage of Shares being sold by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), as follows:
(a) The Company shall deliver are applicable to the Stockholder at least 14 days prior to consummating such Change of Control a written notice (a "Tag-Along Notice") of such transaction; provided, however, that (i) if 14 days' prior notice is not practicable, the Tag-Along Notice shall be given as many days prior to such transaction as is practicable; and (ii) the Stockholder shall keep any information regarding the proposed transaction strictly confidentialTransferring Shareholder.
(b) If the Stockholder desires to participate proposed transferee is a Competitor of a Non-Transferring Shareholder then, within 10 Business Days following delivery of the Tag Along Notice, such Non-Transferring Shareholder may, by notice in such transaction, the Stockholder must deliver writing to the Selling HolderTransferring Shareholder, within 7 days of receiving a Tag-Along Rights Notice, written notice (a "Participation Notice") require the Transferring Shareholder to request the proposed transferee to purchase all of the Stockholder's desire to participate Shares held by the Non-Transferring Shareholder and its Affiliates on the terms specified in such transactionthe Tag Along Notice. If the Stockholder does not deliver Transferring Shareholder declines to make such request or the Selling Holder a Participation Notice with respect to such Tag-Along Right within proposed transferee rejects the applicable time periodrequest, the Stockholder Transferring Shareholder shall not be treated as having waived his right entitled to participate in such transactionsell the Shares which are the subject of the Tag Along Notice to that proposed transferee. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction on the terms contained in the Tag-Along Rights Notice10 <PAGE>
(c) The Stockholder shall cooperate If the proposed transferee is not a Competitor of any Non-Transferring Shareholder, then, within 10 Business Days following the delivery of the Tag Along Notice, such Non-Transferring Shareholder shall, by notice in such transaction by providing writing to the Selling Holder all materials Transferring Shareholder, have the opportunity to sell to the prospective purchaser (including executed purchase upon the same terms and sale agreements and stock Transfer documentation), conditions as the Selling Holder may reasonably request in order Transferring Shareholder) up to consummate that number of Shares owned by such Non-Transferring Shareholder as shall equal the transactionproduct of (x) a fraction, the numerator of which is the number of Shares owned by such Non-Transferring Shareholder as of the date of such Tag Along Notice, and the denominator of which is the aggregate number of Shares owned as of the date of such Tag Along Notice by the Transferring Shareholder and the Non-Transferring Shareholder, and (y) the number of Shares proposed to be sold. The Stockholder shall, amount of Shares to be sold by the Transferring Shareholder shall be reduced if provided an opportunity and to do so, consent the extent necessary to and vote in favor provide for such sale of Shares by the Change of ControlNon-Transferring Shareholder.
(d) Each If the Non-Transferring Shareholder does not elect to require the Transferring Shareholder to effectuate the sale specified in Section 7.4(b) or does not elect to participate in a sale specified in Section 7.4(c) within the 10 Business Day periods referred to in those Sections, the Transferring Shareholder shall be entitled to consummate such sale within 100 days following delivery of the Selling Holders and any other party to any such transaction shall have Tag Along Notice without the right, in its sole discretion, at all times prior to consummation participation of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tagthe Non-Along Rights in respect of such transaction pursuant to this Section 6 shall become null and void, and neither the Selling Holder nor any other such party shall have any liability or obligation to the Stockholder with respect thereto. Nothing herein shall be construed to obligate the Selling Holder to accept any offer or terms for, or to consummate, any Change in Control or other transactionTransferring Shareholder.
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.
Appears in 1 contract
Samples: Joint Venture Agreement
Tag-Along Rights. If any one or more stockholders Shareholders propose to sell such number of shares as to constitute at least fifty one percent (51%) of the Company, individually shares then outstanding to one or in a Group (individually more third parties and collectively, as applicable, the "Selling Holder") engage in a Change in Control involving a sale of Shares (other than any sale has not elected to an Affiliate of such Selling Holder), the Stockholder shall have the right (a "Tagexercise its Drag-Along Right", then such Shareholder(s) to participate in (each a “Selling Shareholder”) shall deliver notice of such transaction on the same material terms and conditions as the Selling Holder by including in such transaction the same percentage proposed sale, which shall contain a reasonable description of the Stockholder's Shares (determined on proposed sale, including a Fully Diluted Basis) as description of the percentage of Shares being sold by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis)consideration to be received, as follows:
(a) The Company shall deliver to the Stockholder at least 14 days prior to consummating other Shareholders. Any such Change of Control a written notice (a "Tag-Along Notice") of such transaction; provided, however, that (i) if 14 days' prior notice is not practicable, the Tag-Along Notice shall be given as many days prior to such transaction as is practicable; and (ii) the Stockholder shall keep any information regarding the proposed transaction strictly confidential.
(b) If the Stockholder desires to participate in such transaction, the Stockholder must deliver to the Selling Holder, within 7 days of receiving a Tag-Along Rights Notice, written notice (a "Participation Notice") of the Stockholder's desire to participate in such transaction. If the Stockholder does not deliver to the Selling Holder a Participation Notice with respect to such Tag-Along Right within the applicable time period, the Stockholder shall be treated as having waived his right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder other Shareholder may elect to participate in the proposed transaction by delivering written notice to the Company and to the Selling Shareholders within fourteen (14) days following the receipt by such other Shareholders of the notice of such proposed sale. The other Shareholders electing to participate in the proposed sale shall be entitled to sell their shares, on the terms contained in the Tag-Along Rights Notice
(c) The Stockholder shall cooperate in such transaction by providing the Selling Holder all materials (including executed purchase same terms, conditions, and sale agreements and stock Transfer documentation), proportions as the Selling Holder may reasonably request Shareholders. Without limiting the foregoing, any tag-along Shareholder participating in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor of the Change of Control.
(d) Each of the Selling Holders and any other party to any such transaction shall have the right, in its sole discretion, at all times prior to consummation of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tag-Along Rights in respect of such transaction a sale pursuant to this Section 6 5, shall become null be required to make substantially the same representations, warranties and voidcovenants, and neither grant such indemnification and agree to be bound by all the terms and conditions of the Selling Holder nor any other such party shall Shareholders, as may be required by the purchaser of the shares and which have any liability or obligation been made by the Selling Shareholders (except that in the case of representations, warranties, covenants, indemnities and agreements pertaining specifically to the Stockholder with respect thereto. Nothing herein Selling Shareholder, each tag-along Shareholder shall make comparable representations, warranties, covenants, indemnities and agreements pertaining specifically to itself); provided, that all such representations, warranties, covenants and indemnities shall be construed to obligate made by the Selling Holder Shareholders and the other tag-along Shareholders severally and not jointly and any indemnification obligation in respect of breaches of representations and warranties that do not relate to accept such other tag-along Shareholder shall be in an amount not to exceed the aggregate proceeds received by such other tag-along Shareholder in connection with any offer or terms forsale consummated pursuant to this Section 5. The Selling Shareholder shall use its commercially reasonable efforts to include in the proposed sale to the proposed transferee all of the shares of stock that the other tag-along Shareholders have requested to have included pursuant to the applicable tag-along notices, or it being understood that the proposed transferee shall not be required to consummatepurchase shares of stock in excess of the number set forth in the notice of proposed sale. In the event the proposed transferee elects to purchase less than all of the shares of stock sought to be sold by the other tag-along Shareholders, any Change the number of shares to be sold to the proposed transferee by the Selling Shareholder and each other tag-along Shareholder shall be reduced so that each such tag-along Shareholder is entitled to sell its pro rata portion of the number of shares of stock the proposed transferee elects to purchase (which in Control or other transactionno event may be less than the number of shares of stock set forth in the notice of proposed sale).
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.
Appears in 1 contract
Tag-Along Rights. If any one or more stockholders 1. Each Shareholder is entitled to demand from the Offeror, who pursuant to Sec. 7 para. 2 is entitled to sell shares to the acquirer named in the notification of offer pursuant to Sec. 2, that such Offeror co-sells his shares in accordance with the terms and conditions set forth in the said notification of offer pursuant to Sec. 2, to the extent desired by the respective Shareholder, to the acquirer named in the said notification. Such tag-along right is to be exercised by way of written notice, such notice setting forth the number and series of shares to be co-sold. The said notice is to be submitted to the chairman of the Company, individually or in a Group (individually and collectively, as applicable’s Supervisory Board at the latest one month after receipt of the notification of the offer pursuant to Sec. 4 para. 1. Upon receipt of such notice, the "Selling Holder") engage Company shall, through the chairman of its Supervisory Board, inform the Offeror immediately in a Change in Control involving a sale of Shares (other than any sale to an Affiliate of such Selling Holder), the Stockholder shall have the right (a "Tag-Along Right") to participate in such transaction on the same material terms and conditions as the Selling Holder by including in such transaction the same percentage respect of the Stockholder's Shares (determined on a Fully Diluted Basis) as exercise of the percentage tag-along rights and the number and series of Shares being sold by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), as follows:
(a) shares which are to be co-sold. The Company shall deliver to the Stockholder at least 14 days prior to consummating such Change of Control a written notice (a "Tag-Along Notice") of such transaction; provided, however, that (i) if 14 days' prior said notice is not practicable, the Tag-Along Notice shall to be given as many days prior to such transaction as is practicable; and (ii) the Stockholder shall keep any information regarding the proposed transaction strictly confidentialeffected by way of registered mail.
(b) If 2. In the Stockholder desires event that the acquirer named in the notification pursuant to participate in such transactionSec. 2 is not willing to acquire the shares from the Offeror and the shares, the Stockholder must deliver to the Selling Holder, within 7 days of receiving a Tag-Along Rights Notice, written notice (a "Participation Notice") of the Stockholder's desire to participate in such transaction. If the Stockholder does not deliver to the Selling Holder a Participation Notice with respect to which tag-along rights have been exercised, save for para. 4 hereinafter the Offeror shall be obliged to sell upon the respective request by the Preferred Shareholders who exercised their tag-along rights his and such Tagshares, with respect to which tag-Along along rights have been exercised, in proportion to the shareholding of the Offeror (with the shares, which are to be acquired by First Right Holders, not to be deducted) and the respective Preferred Shareholder who has exercised his tag-along right (taking into account his entire shareholding) in accordance with the following provisions.
3. The Offeror shall notify the chairman of the Supervisory Board prior to any sale and after receipt of the notice of the chairman of the Supervisory Board that tag-along rights have been exercised of the number of shares the acquirer named in the notification pursuant to Sec. 2 is willing to purchase. The Company, by the chairman of its Supervisory Board, shall immediately inform the Preferred Shareholders who want to exercise their tag-along rights accordingly. In the event the acquirer is not willing to acquire all shares with respect to which tag-along rights have been exercised the Shareholders who want their shares being co-sold have to declare vis-à-vis the chairman of the Supervisory Board within three days after receipt of the information by the chairman of the Supervisory Board whether they require their shares to be sold on a pro-rata basis pursuant to para. 2 or the entire sale pursuant to para. 4. Such request must be made within three days by the chairman of the Supervisory Board vis-à-vis the Offeror who shall be bound by such request.
4. In the event that the acquirer named in the notification pursuant to Sec. 2 is a competitor of the Company or an undertaking associated with a competitor of the Company within the applicable time periodmeaning of § 15 AktG the sale to the acquirer shall only be allowed if the acquirer purchases all shares of the Preferred Shareholders who have exercised their tag-along rights if the respective Preferred Shareholders request so. Sentence 1 shall also apply if the acquirer holds more than 50% of the share capital of the Company after such sale. For the purpose of sentence 2 any shares held by an undertaking associated with the acquirer within the meaning of § 15 AktG shall be deemed to be shares held by the acquirer. In the event that the acquirer is not willing to acquire all shares which are required to be co-sold, the Stockholder Offeror shall not be treated as having waived his right permitted to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction on the terms contained in the Tag-Along Rights Notice
(c) The Stockholder shall cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor of the Change of Controlsell its shares.
(d) Each of the Selling Holders and any other party to any such transaction shall have the right, in its sole discretion, at all times prior to consummation of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tag-Along Rights in respect of such transaction pursuant to this Section 6 shall become null and void, and neither the Selling Holder nor any other such party shall have any liability or obligation to the Stockholder with respect thereto. Nothing herein shall be construed to obligate the Selling Holder to accept any offer or terms for, or to consummate, any Change in Control or other transaction.
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.
Appears in 1 contract
Tag-Along Rights. If (a) In the event any one or more stockholders Significant Stockholder intends to Transfer shares of Common Stock having a fair market value (together with all shares of Common Stock Transferred by such Person in the Companypreceding six months) exceeding $100,000, individually or in a Group such Significant Stockholder (individually and collectively, as applicable, the "Selling HolderStockholder") engage shall notify the Purchaser, in a Change in Control involving a sale of Shares (other than any sale to an Affiliate writing, of such Selling Holder)proposed Transfer and its terms and conditions. Within ten (10) Business Days of the date of such notice, the Purchaser shall irrevocably notify the Selling Stockholder if it elects to participate in such Transfer (a "Participation Notice"). If the Purchaser shall fail to notify the Selling Stockholder within such ten (10) Business Day period, it shall be deemed to have waived its rights hereunder. If the Purchaser shall have delivered a Participation Notice, it shall have the right (a "Tag-Along Right") to participate in such transaction sell, at the same price and on the same material terms and conditions as the Selling Holder Stockholder, an amount of shares of Common Stock equal to the shares of Common Stock the third party actually proposes to purchase multiplied by including in such transaction a fraction, the same percentage numerator of which shall be the Stockholder's Shares (determined on a Fully Diluted Basis) as number of shares of Common Stock owned by the percentage Purchaser and the denominator of Shares being sold which shall be the aggregate number of shares of Common Stock owned by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), as follows:
(a) The Company Stockholder and the Purchaser. Nothing contained herein shall deliver obligate the Selling Stockholder to the Stockholder at least 14 days prior to consummating such Change of Control a written notice (a "Tag-Along Notice") of such transaction; provided, however, that (i) if 14 days' prior notice is not practicable, the Tag-Along Notice shall be given as many days prior to such transaction as is practicable; and (ii) the Stockholder shall keep any information regarding consummate the proposed transaction strictly confidentialTransfer or limit the Selling Stockholder's right to amend or modify the terms of the proposed Transfer in any respect; provided that the Purchaser is offered the opportunity to participate in the proposed Transfer on such amended or modified term. Notwithstanding the foregoing, this Section 5.2 shall not apply to any Transfer if at the date thereof Purchaser and its Subsidiaries collectively shall beneficially own fewer than 190,500 shares of Common Stock.
(b) If the Stockholder desires The Company shall not issue or sell any shares of Common Stock, Convertible Preferred Stock or any other class of capital stock which is convertible into or exchangeable for Common Stock to participate any Person if such issuance or sale would result in such transaction, the Person becoming a Significant Stockholder must deliver unless and until such Person shall have delivered to the Selling Holder, within 7 days of receiving Company and the Purchaser a Tag-Along Rights Notice, written notice (a "Participation Notice") of the Stockholder's desire agreement stating that such Person agrees to participate in such transaction. If the Stockholder does not deliver to the Selling Holder a Participation Notice with respect to such Tag-Along Right within the applicable time period, the Stockholder shall be treated as having waived his right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment bound by the Stockholder to participate in the transaction on the terms contained in the Tag-Along Rights Notice
(c) The Stockholder shall cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor provisions of the Change Section 5.2 of Controlthis Agreement.
(d) Each of the Selling Holders and any other party to any such transaction shall have the right, in its sole discretion, at all times prior to consummation of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tag-Along Rights in respect of such transaction pursuant to this Section 6 shall become null and void, and neither the Selling Holder nor any other such party shall have any liability or obligation to the Stockholder with respect thereto. Nothing herein shall be construed to obligate the Selling Holder to accept any offer or terms for, or to consummate, any Change in Control or other transaction.
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.
Appears in 1 contract
Tag-Along Rights. If the Ripplewood Shareholder desires to Transfer all (or any one portion in excess of 35%) of its Shares to a prospective Transferee (or more stockholders Transferees) other than to a Permitted Transferee of the CompanyRipplewood Shareholder, individually or in a Group (individually and collectivelythe Ripplewood Shareholder shall, as applicablea condition to such Transfer, (i) provide a notice to the "Selling Holder") engage PRIMEDIA Shareholder in a Change in Control involving a sale of Shares (other than any sale to an Affiliate of such Selling Holder), the Stockholder shall have the right writing (a "TagTAG-Along RightALONG NOTICE") of the material terms of the proposed Transfer at least 10 days prior to participate in such transaction Transfer and (ii) permit the PRIMEDIA Shareholder (or cause the PRIMEDIA Shareholder to be permitted) to sell (either to the prospective Transferee of the Ripplewood Shareholder's Shares or to another financially reputable Transferee reasonably acceptable to the PRIMEDIA Shareholder) the same proportion of its Shares on the same material terms and conditions conditions, subject to the same agreements and at the same price as the Selling Holder sale by including in such transaction the same percentage of Ripplewood Shareholder, which sale shall take place on the Stockholderdate the Ripplewood Shareholder's Shares (determined on or such portion) are Transferred to such Transferee (or Transferees). The PRIMEDIA Shareholder shall have five days from the date of receipt of a Fully Diluted Basis) as the percentage of Shares being sold by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), as follows:
(a) The Company shall deliver to the Stockholder at least 14 days prior to consummating such Change of Control a written notice (a "Tag-Along Notice") of such transaction; provided, however, that (i) if 14 days' prior notice is not practicable, the Tag-Along Notice shall be given as many days prior to such transaction as is practicable; and exercise its right to sell pursuant to clause (ii) above by delivering written notice to the Stockholder Ripplewood Shareholder of its intent to exercise such right. The right of the PRIMEDIA Shareholder to sell pursuant to the above shall keep any information regarding terminate if not exercised within such five-day period; PROVIDED that if the terms and conditions of the proposed transaction strictly confidential.
(b) If transfer materially differ from those set forth in the Stockholder desires to participate in Tag- Along Notice then the Ripplewood Shareholder shall notify the PRIMEDIA Shareholder of such transaction, change and such five-day period shall be extended for a further five days from the Stockholder must deliver to the Selling Holder, within 7 days date of receiving a Tag-Along Rights Notice, written notice (a "Participation Notice") of the Stockholder's desire to participate in such transactionnotification. If the Stockholder does not deliver PRIMEDIA Shareholder elects to the Selling Holder a Participation Notice with respect to such Tag-Along Right within the applicable time period, the Stockholder shall be treated as having waived his exercise its right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction on the terms contained in the Tag-Along Rights Notice
(c) The Stockholder shall cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor of the Change of Control.
(d) Each of the Selling Holders and any other party to any such transaction shall have the right, in its sole discretion, at all times prior to consummation of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tag-Along Rights in respect of such transaction sell pursuant to this Section 6 2.01(e), it shall become null share, on a pro rata basis, the legal, investment banking and void, and neither other expenses of the Selling Holder nor any other Ripplewood Shareholder incurred in connection with such party shall have any liability or obligation to the Stockholder with respect thereto. Nothing herein shall be construed to obligate the Selling Holder to accept any offer or terms for, or to consummate, any Change in Control or other transactionTransfer.
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.
Appears in 1 contract
Samples: Redemption, Stock Purchase and Recapitalization Agreement (World Almanac Education Group Inc)
Tag-Along Rights. If 15.1 Notwithstanding clause 13.1, if any one Shareholder proposes to transfer, in a single transaction or more stockholders a series of related transactions, any of the Company, individually or Shares held by it in a Group bona fide sale (individually and collectively, as applicable, the "Selling Holder") engage in a Change in Control involving a sale of Shares (other than any sale to an Affiliate of such Selling Holder“Transfer”), then that Shareholder (the Stockholder “Transferring Shareholder”) shall have promptly give written notice (the right (a "Tag-Along Right"“Notice of Transfer”) simultaneously to participate the Company and to the Preference Shareholders. The Notice of Transfer shall describe in such transaction on reasonable detail the same material terms and conditions as the Selling Holder by including in such transaction the same percentage of the Stockholder's Shares (determined on a Fully Diluted Basis) as proposed Transfer including, without limitation, the percentage number of Shares being sold by to be transferred, the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), as follows:
(a) The Company shall deliver to the Stockholder at least 14 days prior to consummating such Change of Control a written notice (a "Tag-Along Notice") nature of such transaction; provided, however, that (i) if 14 days' prior notice is not practicableTransfer, the Tag-Along Notice shall consideration to be given as many days prior to such transaction as is practicable; paid, and (ii) the Stockholder shall keep any information regarding the proposed transaction strictly confidentialname and address of each prospective purchaser transferee.
(b) If the Stockholder desires to participate in such transaction, the Stockholder must deliver to the Selling Holder, within 7 days of receiving a Tag-Along Rights Notice, written notice (a "Participation Notice") of the Stockholder's desire to participate in such transaction. If the Stockholder does not deliver to the Selling Holder a Participation Notice with respect to such Tag-Along Right within the applicable time period, the Stockholder shall be treated as having waived his right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction on the terms contained in the Tag-Along Rights Notice
(c) The Stockholder shall cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor of the Change of Control.
(d) 15.2 Each of the Selling Holders and any other party to any such transaction Preference Shareholders shall have the right, exercisable upon written notice (the “Notice of Participation”) to the Company within thirty (30) days after the receipt of the Notice of Transfer, to inform the Company in its sole discretionwriting whether it elects to participate in the Transfer by the Transferring Shareholder on the same terms and conditions as set forth in the Notice of Transfer. The Notice of Participation shall indicate the number of Shares that other Shareholder elects to Transfer pursuant to this clause 15.2, up to that number of Shares equal to the product obtained by multiplying (i) the aggregate number of Shares set forth in the Notice of Transfer by (ii) that other Shareholder’s Shareholder Proportion at all times prior time of the Transfer. That other Shareholder who elects to consummation of such transaction participate in the Transfer by the Transferring Shareholder pursuant to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all this clause 15.2 (a “Tag-Along Rights Participant”) shall promptly deliver to the Company (who shall be deemed to be constituted the agent of the Transferring Shareholder and the Tag-Along Participant for the Transfer in respect accordance with the Articles) for transfer to the prospective purchaser one or more share transfer forms, properly executed for transfer, which represent the number of Shares which such transaction Tag-Along Participant elects to Transfer, together, where applicable with the relevant share certificates and any other documents required for the Transfer.
15.3 To the extent that a Preference Shareholder fails to elect to participate in the Transfer by the Transferring Shareholder, that Preference Shareholder shall be deemed to have consented to the Transfer by the Transferring Shareholder on the terms and conditions and to the prospective purchaser as set forth in the Notice of Transfer. Any proposed Transfer on terms and conditions more favourable than those described in the Notice of Transfer or to a transferee not identified in such notice, as well as any subsequent proposed Transfer of any of the Shares held by the Transferring Shareholder, shall again be subject to the tag-along rights of the other Shareholders and shall require compliance by the Transferring Shareholder with the procedures described in this clause 15. The exercise or non-exercise of the rights of a Shareholder hereunder to participate in one or more sales by another Shareholder shall not adversely affect the first-mentioned Shareholder’s rights to participate in subsequent sales of Shares by a Shareholder pursuant to this Section 6 clause 15.
15.4 Upon consummation of the Transfer of the Shares pursuant to the terms and conditions specified in the Notice of Transfer, the Transferring Shareholder or the Company, as the case maybe, shall become remit to the Tag-Along Participant that portion of the proceeds to which such Tag-Along Participant is entitled by reason of its participation in such Transfer. To the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase Shares from a Tag-Along Participant exercising its tag-along rights hereunder, the Transferring Shareholder shall not Transfer to such prospective purchaser or purchasers any of its Shares unless and until, simultaneously with such Transfer, the Transferring Shareholder shall purchase the Shares from the Tag-Along Participant on the same terms and conditions as specified in the Notice of Transfer.
15.5 Notwithstanding the foregoing, tag-along rights shall not apply to any Transfer or Transfers by a Shareholder to a subsidiary of such a Shareholder or made pursuant to a bona fide loan transaction with a financial institution that creates a mere security interest; Provided that in the event of any Transfer made pursuant to this clause 15.5 such Shareholder shall inform the Company and the other Shareholders of such Transfer prior to effecting it and the transferee, prior to the completion of the Transfer, shall have executed documents (in such form as may be reasonably approved by the other Shareholders) assuming the obligations of the relevant Shareholder under this Agreement with respect to the Shares so transferred to such transferee.
15.6 Any purported Transfer by a Shareholder in violation of this Agreement shall be null and void, void and neither of no force and effect and the Selling Holder nor any other such party purported transferees shall have any liability no rights or obligation privileges in or with respect to the Stockholder with respect theretoCompany or the Shares purported to have been so transferred. Nothing herein The Company shall be construed refuse to obligate the Selling Holder recognise any such Transfer and shall not reflect on its records any change in ownership of such Shares purported to accept any offer or terms for, or to consummate, any Change in Control or other transactionhave been so transferred.
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.
Appears in 1 contract
Tag-Along Rights. 8.1 If any one or more stockholders of the Company, individually or in a Group (individually and collectively, as applicableParty Desiring to Sell is entitled pursuant to § 7.6 to sell the Shares to Be Sold to the Buyer, the other Shareholders (the "Selling HolderTag Along Beneficiaries") engage in a Change in Control involving a sale of Shares (other than any sale to an Affiliate of such Selling Holder), the Stockholder shall have the right to demand to co-sell the Shares owned by them at the Notified Conditions to the Buyer (a the "Tag-Tag Along Right") to participate if the proposed transfer – whether made as one or as a series of transactions – would, if completed, result in such transaction on the same material terms and conditions as Buyer becoming a controlling shareholder (herrschendes Unternehmen) in the Selling Holder by including in such transaction the same percentage meaning of Section 17 of the Stockholder's German Stock Corporation Act (AktG). If the Shares (determined on a Fully Diluted Basis) as to Be Sold constitute only part of the shareholding of the Party Desiring to Sell in the Company, the Tag Along Right shall only exist for the corresponding percentage portion of the Shares being sold held by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), as follows:respective Tag Along Beneficiaries; non-divisible fractional amounts are to be rounded according to commercial practices.
(a) 8.2 The Company shall deliver Tag Along Right is to be exercised by notice to the Stockholder at least 14 days prior Party Desiring to consummating such Change Sell, specifying the Shares to be sold along, within two weeks after expiry of Control a written notice the First Exercise Period or, if relevant, the Second Exercise Period (a "Tag-Tag Along Notice") ).
8.3 If the Buyer is not prepared to acquire all Shares to Be Sold and all Shares requested to be co-sold based on a Tag Along Right, the Party Desiring to Sell must notify this and the maximum Shareholding in the Capital Stock which the Buyer is prepared to acquire to the Tag Along Beneficiaries. The Tag Along Beneficiaries must for their part notify the Party Desiring to Sell within a period of one week from the receipt of such transaction; provided, however, that (i) if 14 days' prior notice is not practicablewhether they will request a prorated sale of their Shares. In such event, the Tag-Party Desiring to Sell and the Tag Along Notice Beneficiaries requesting a prorated sale shall be given as many days prior entitled to such transaction as is practicablesell on a prorated basis (in relation to their Shareholding in the Capital Stock); and (ii) the Stockholder § 7, Sentence 3 shall keep any information regarding the proposed transaction strictly confidentialapply accordingly.
(b) If 8.4 The Party Desiring to Sell must ensure that the Stockholder desires to participate in such transaction, the Stockholder must deliver Tag Along Beneficiaries can sell their Shares to the Selling Holder, within 7 days Buyer to the degree of receiving a Tag-their respective Tag Along Rights Noticeat the same conditions, written notice (a "Participation Notice") of though at minimum at the Stockholder's desire to participate in such transaction. If the Stockholder does not deliver to the Selling Holder a Participation Notice with respect to such Tag-Along Right within the applicable time period, the Stockholder shall be treated as having waived his right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction on the terms contained in the Tag-Along Rights Notice
(c) The Stockholder shall cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor of the Change of ControlNotified Conditions.
(d) Each of the Selling Holders and any other party to any such transaction shall have the right, in its sole discretion, at all times prior to consummation of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tag-Along Rights in respect of such transaction pursuant to this Section 6 shall become null and void, and neither the Selling Holder nor any other such party shall have any liability or obligation to the Stockholder with respect thereto. Nothing herein shall be construed to obligate the Selling Holder to accept any offer or terms for, or to consummate, any Change in Control or other transaction.
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.
Appears in 1 contract
Tag-Along Rights. If any one or more stockholders (a) At least ten (10) business days before a Tag-Along Sale, FP shall deliver a written notice (the “Tag-Along Notice”) to each of the Company, individually or other Stockholders specifying in a Group (individually and collectively, as applicable, reasonable detail the "Selling Holder") engage in a Change in Control involving a sale identity of Shares (other than any sale to an Affiliate of such Selling Holderthe prospective transferee(s), the number of Shares to be transferred, the purchase price therefor, and the other material terms and conditions of the proposed Transfer. Each other Stockholder shall have the right to elect to (a "Tag-Along Right"but shall have no obligation to) to participate in such transaction on the same material terms and conditions as the Selling Holder proposed Transfer by including in such transaction the same percentage of the Stockholder's Shares (determined on a Fully Diluted Basis) as the percentage of Shares being sold by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), as follows:
(a) The Company shall deliver to the Stockholder at least 14 days prior to consummating such Change of Control a delivering written notice (a "together with an unconditional commitment to participate (subject to adherence with the provisions of this Section 5)) to FP within five (5) business days after delivery of the Tag-Along Notice". The failure by any Stockholder to deliver any such written notice within such five (5) business day period shall be deemed to be an election by such Stockholder not to exercise its participation rights under this Section 5 with respect to such contemplated Transfer, and FP shall thereafter be free to sell to the prospective transferee(s) the number of such transaction; provided, however, that (i) if 14 days' prior notice is not practicable, Shares identified in the Tag-Along Notice shall be given as many days prior to such transaction as at a per Share price that is practicable; and (ii) the Stockholder shall keep any information regarding the proposed transaction strictly confidential.
(b) If the Stockholder desires to participate in such transaction, the Stockholder must deliver to the Selling Holder, within 7 days of receiving a Tag-Along Rights Notice, written notice (a "Participation Notice") of the Stockholder's desire to participate in such transaction. If the Stockholder does not deliver to the Selling Holder a Participation Notice with respect to such Tag-Along Right within no greater than the applicable time period, the Stockholder shall be treated as having waived his right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction on the terms contained per Share price set forth in the Tag-Along Rights Notice
(c) The Stockholder shall cooperate Notice and on other terms and conditions that are not materially more favorable in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as aggregate to FP than those set forth in the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor of the Change of Control.
(d) Each of the Selling Holders and any other party to any such transaction shall have the right, in its sole discretion, at all times prior to consummation of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tag-Along Rights in respect of such transaction pursuant to this Section 6 shall become null and voidNotice, and neither the Selling Holder nor without any other such party shall have any liability or further obligation to the non-accepting Stockholders. If any Stockholder with respect thereto. Nothing herein is entitled to and elects to participate in such Transfer (each, a “Tag-Along Stockholder”), such Tag-Along Stockholder shall be construed entitled to obligate Transfer (and each Tag-Along Stockholder shall be committed to Transfer so long as FP remains committed to Transfer) in the Selling Holder contemplated Transfer, a number of Shares equal to accept any offer or terms forthe number of Shares to be transferred in the contemplated Transfer multiplied by a fraction, or to consummatethe numerator of which is the number of Shares held by such Tag-Along Stockholder, any Change in Control or other transactionand the denominator of which is the aggregate number of Shares held by FP and all participating Tag-Along Stockholders.
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.
Appears in 1 contract
Samples: Rollover Agreement (Connecture Inc)
Tag-Along Rights. If any one or more stockholders of the Company, individually or in a Group (individually and collectively, as applicable, the "Selling Holder") engage in a Change in Control involving a sale of Shares (other than any sale to an Affiliate of such Selling Holder), the Stockholder shall have the right (a "Tag-Along Right") to participate in such transaction on the same material terms and conditions as the Selling Holder by including in such transaction the same percentage of the Stockholder's Shares (determined on a Fully Diluted Basis) as the percentage of Shares being sold by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), as follows:
(a) The Company In addition to its right of first refusal under Section 6.2, each party shall have, during the 60 calendar days following the receipt of the Seller's Notice, the option to deliver a reply notice to the Stockholder at least 14 days prior to consummating such Change of Control a written notice Seller (a "Tag-Along Notice") setting forth the irrevocable election of the Continuing Shareholder to require the Seller to include in such transaction; providedproposed sale (at the purchase price per Share specified in the Seller's Notice) all (and not only part) of the Shares held by the Continuing Shareholder, however, that (i) if 14 days' prior notice is and the Seller shall not practicable, consummate such sale unless all such Shares held by the Tag-Along Notice shall be given as many days prior to Continuing Shareholder are included in such transaction as is practicable; and (ii) the Stockholder shall keep any information regarding the proposed transaction strictly confidentialsale.
(b) If there has been a timely election by the Stockholder desires Continuing Shareholder to participate in such transaction, the Stockholder must deliver sell its Shares pursuant to the Selling Holderelection contemplated by sub-clause (a) above, within 7 days then the Seller shall arrange for the cash consideration to be paid by the Transferee pursuant to such Transfer to be transferred directly to the Continuing Shareholder upon delivery by the Continuing Shareholder of receiving such Shares being sold. In the event the Seller or the Continuing Shareholder either fails to deliver its Shares or breaches any representations, warranties or pre-closing covenants as may be reasonably required by the Transferee and such breach results in the non-satisfaction of a condition to the closing of such sale which the Transferee does not waive, then (i) any non-breaching party shall be free to sell its Shares to the Transferee without liability to the breaching party, (ii) the breaching party shall be liable for (and shall hold any non-breaching party harmless with respect to) such breach and (iii) any sale shall not limit or waive in any respect any claim, right or cause of action that any non-breaching party may have against the breaching party in respect of such breach.
(c) Subject to this Section 6.3 if the Continuing Shareholder does not timely deliver a Tag-Along Rights Notice, written notice the Seller may Transfer all its Shares to the Transferee at not less than the price per Share (a "Participation as stated in the Seller's Notice") of provided that the Stockholder's desire to participate in such transaction. If Transfer is completed within 90 calendar days after the Stockholder Continuing Shareholder does not deliver elect to exercise its tag-along rights. Any proposed sale of such Shares following such 90-day period shall be subject to the Selling Holder a Participation Notice with respect to such Tag-Along Right within the applicable time period, the Stockholder shall be treated as having waived his right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction on the terms contained in the Tag-Along Rights Notice
(c) The Stockholder shall cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor procedures of the Change of Controlthis Article 6.
(d) Each of the Selling Holders and any other party to any such transaction shall have the right, in its sole discretion, at all times prior to consummation of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tag-Along Rights in respect of such transaction pursuant to this Section 6 shall become null and void, and neither the Selling Holder nor any other such party shall have any liability or obligation to the Stockholder with respect thereto. Nothing herein shall be construed to obligate the Selling Holder to accept any offer or terms for, or to consummate, any Change in Control or other transaction.
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.
Appears in 1 contract
Samples: Joint Venture Agreement (Globetel Communications Corp)
Tag-Along Rights. If any Prior to the initial Public Offering by the Company, in the event that the Fortress Shareholders (as defined in this Section) shall propose to transfer, in one or more stockholders transactions, more than 50% of the Company, individually Shares they collectively own to a third party or in a Group (individually and collectively, as applicable, the "Selling Holder") engage in a Change in Control involving a sale of Shares third parties (other than any sale to an Affiliate of such Selling Holderanother Fortress Shareholder) (a "Proposed Purchaser"), the Stockholder Participant shall have the right and option (a the "Tag-Tag Along Right") ), but not the obligation, to participate in such transaction sale, at the same price (which shall take into account all consideration proposed to be paid by the Proposed Purchaser to the Fortress Shareholders in such sale) and on the same terms and subject to the same conditions as the sale proposed by the Fortress Shareholders, by transferring up to the same proportion of the Shares to which the Participant has become entitled through the previous vesting of Restricted Share Units pursuant to this Agreement as the proportion of Fortress Shareholders' Shares that shall be transferred in such sale. Fortress Shareholders shall notify the Company and the Participant in writing of any such proposed sale at least thirty (30) days prior to the proposed effective date of such proposed sale, which notice shall specify the name and address of the Proposed Purchaser in such sale, (ii) the proposed purchase price to be paid by the Proposed Purchaser in such sale, (iii) the other material terms and conditions as of such proposed sale, (iv) the Selling Holder by including in such transaction the same percentage proposed effective date of the Stockholderproposed sale and (vi) that the Proposed Purchaser has been informed of the Tag Along Right and has agreed to purchase the Participant's Shares Shares. The Participant may exercise the Tag Along Right in respect of any such sale by notifying the Company and the Fortress Shareholders in writing within ten (determined on a Fully Diluted Basis10) as days following notice from the percentage of Shares being sold by Fortress Shareholders described in the Selling Holder preceding sentence, but in such Change of Control any event no later than fifteen (determined on a Fully Diluted Basis), as follows:
(a15) The Company shall deliver to the Stockholder at least 14 days prior to consummating such Change of Control a written notice (a "Tag-Along Notice") the proposed effective date of such transaction; providedproposed sale, howeverand, that thereafter, shall be irrevocably bound to participate in such sale on such terms and shall execute and deliver any purchase agreement or other certificate, instrument or other agreement required by the Proposed Purchaser to consummate the proposed sale. For purposes of this Agreement, (i) if 14 days' prior notice "Fortress Shareholder" shall have the same meaning as Permitted Transferee, and shall include the FIG Funds, as each such term is not practicabledefined in the Plan, the Tag-Along Notice shall be given as many days prior to such transaction as is practicablethat currently own Shares; and (ii) the Stockholder "Public Offering" shall keep any information regarding the proposed transaction strictly confidential.
(b) If the Stockholder desires to participate in such transaction, the Stockholder must deliver to the Selling Holder, within 7 days mean an offering of receiving a Tag-Along Rights Notice, written notice (a "Participation Notice") equity securities of the Stockholder's desire to participate in such transaction. If the Stockholder does not deliver to the Selling Holder a Participation Notice with respect to such Tag-Along Right within the applicable time period, the Stockholder shall be treated as having waived his right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction on the terms contained in the Tag-Along Rights Notice
(c) The Stockholder shall cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor of the Change of Control.
(d) Each of the Selling Holders and any other party to any such transaction shall have the right, in its sole discretion, at all times prior to consummation of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tag-Along Rights in respect of such transaction Company pursuant to this Section 6 shall become null and voidan effective registration statement under the Securities Act, and neither including an offering in which the Selling Holder nor any other such party shall have any liability or obligation Fortress Shareholders are entitled to the Stockholder with respect thereto. Nothing herein shall be construed to obligate the Selling Holder to accept any offer or terms for, or to consummate, any Change in Control or other transactionsell Shares.
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.
Appears in 1 contract
Tag-Along Rights. Unless and until converted into Common Units pursuant to the terms of the LP Agreement, any and all Subordinated Units issued to the Investors pursuant to the terms of the Subordinated Units Warrant shall be subject to the tag along rights set forth in this Section 2(b).
(i) If any one or more stockholders Sponsor Holders or any of their Transferees desire to Transfer more than ten percent (10%) of the Company, individually or Subordinated Units held by the Sponsor Holders (the “Initiating Holders”) in a Group (individually and collectively, as applicablesingle transaction or a series of similar or related transactions to non-Affiliated third parties, the "Selling Holder"Initiating Holders shall give not less than ten (10) engage in a Change in Control involving a sale of Shares (other than any sale to an Affiliate Business Days prior written notice of such Selling Holder)intended Transfer to each of the Investors holding Subordinated Units and to the Partnership. Such notice (the “Participation Notice”) shall set forth the terms and conditions of such proposed Transfer, including the name of the prospective transferee, the Stockholder number of Subordinated Units proposed to be Transferred (the “Participation Securities”) by the Initiating Holders, the purchase price per Subordinated Unit proposed to be paid therefor and the payment terms and type of Transfer to be effectuated. Within five (5) Business Days following the delivery of the Participation Notice by the Initiating Holders to each of the Investors holding Subordinated Units and to the Partnership, each of the Investors holding Subordinated Units shall have the right (a "Tag-Along Right") right, by notice in writing to participate the Initiating Holders and to the Partnership, to elect to Transfer to the purchasers in such transaction on proposed Transfer (upon the same material terms and conditions as the Selling Holder by including in such transaction Initiating Holders) the same percentage of the Stockholder's Shares (determined on a Fully Diluted Basis) Subordinated Units as the percentage of Shares being sold Subordinated Units the Initiating Holders are Transferring in the same transaction (such Investors holding Subordinated Units who so elect, collectively the “Participating Offerees”). The amount of Participation Securities to be Transferred by the Selling Holder Initiating Holders shall be ratably reduced to the extent necessary to provide for such sales of Subordinated Units by the Participating Offerees.
(ii) At the closing of any proposed Transfer in such Change respect of Control (determined on which a Fully Diluted Basis)Participation Notice has been delivered, the Initiating Holders, together with all Participating Offerees, as follows:
(a) The Company the case may be, shall deliver to the Stockholder at least 14 days prior proposed transferee certificates evidencing the Subordinated Units, if any and as applicable, to consummating be sold, free and clear of all Encumbrances (other than encumbrances set forth in the LP Agreement, the limited liability company agreement of the GP, as amended or restated from time to time, or under applicable securities laws), together with unit powers duly endorsed, and the Initiating Holders and each such Change of Control a written notice (a "TagParticipating Offeree shall receive in exchange therefor the same per-Along Notice") Subordinated Unit consideration in respect of such transactionSubordinated Units which are Transferred by such Person in such proposed Transfer. In connection with any such Transfer, the representations and warranties of a Participating Offeree shall be limited to matters that relate specifically to such Participating Offeree such as due organization and authorization, no violation of laws, contracts or organizational documents, title and ownership and investor status, and such Participating Offeree shall have no obligation to make (i) representations and warranties as to the Partnership or other holders of Units or (ii) any non-competition or non-solicitation covenant or any agreement limiting the business in which the Participating Offeree (or its Affiliates) may engage; provided, however, that each Participating Offeree may be required to indemnify the transferee on a several and not joint basis on terms no less favorable than the indemnification provided by the Initiating Holders to the transferee (taking into account the relative ownership of Subordinated Units being Transferred in such transaction), which such indemnification liability for all matters shall not exceed the aggregate value of the consideration received by the Participating Offeree in connection with such Transfer.
(iii) The provisions of this Section 2(b) shall not apply to other Permitted Transfers (excluding Transfers contemplated by clause (i) if 14 days' prior notice is not practicable, the Tag-Along Notice shall be given as many days prior to such transaction as is practicable; and (ii) the Stockholder shall keep any information regarding the proposed transaction strictly confidential.
(b) If the Stockholder desires to participate in such transaction, the Stockholder must deliver to the Selling Holder, within 7 days of receiving a Tag-Along Rights Notice, written notice (a "Participation Notice") of the Stockholder's desire to participate in such transaction. If the Stockholder does not deliver to the Selling Holder a Participation Notice with respect to such Tag-Along Right within the applicable time period, the Stockholder shall be treated as having waived his right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction on the terms contained in the Tag-Along Rights Notice
(c) The Stockholder shall cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentationdefinition thereof), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor of the Change of Control.
(d) Each of the Selling Holders and any other party to any such transaction shall have the right, in its sole discretion, at all times prior to consummation of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tag-Along Rights in respect of such transaction pursuant to this Section 6 shall become null and void, and neither the Selling Holder nor any other such party shall have any liability or obligation to the Stockholder with respect thereto. Nothing herein shall be construed to obligate the Selling Holder to accept any offer or terms for, or to consummate, any Change in Control or other transaction.
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Oxford Resource Partners LP)
Tag-Along Rights. If any one or more stockholders of the Company, individually or in a Group (individually and collectively, as applicable, the "Selling Holder") engage in a Change in Control involving a sale of Shares (other than any sale to an Affiliate of such Selling Holder), the Stockholder shall have the right (a "Tag-Along Right") to participate in such transaction on the same material terms and conditions as the Selling Holder by including in such transaction the same percentage of the Stockholder's Shares (determined on a Fully Diluted Basis) as the percentage of Shares being sold by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), as follows:
(a) The Company shall deliver If the General Partner proposes to sell, directly or indirectly, all or any portion of its Partnership Interest to a third party in one transaction or a series of similar transactions which would result in the Stockholder at least 14 days prior to consummating such Change of Control General Partner holding less than a written notice 5% General Partnership Interest, each other Partner (a "Tag-“Tag Along Notice"Partner”) of may, in his or its discretion, require the General Partner to sell such transaction; provided, however, that (i) if 14 days' prior notice is not practicable, the Tag-Tag Along Notice shall be given as many days prior Partners’s Partnership Interest pursuant to such transaction sale(s) at the same price per Percentage Interest and on substantially the same terms as is practicable; and (ii) the Stockholder shall keep any information regarding the proposed transaction strictly confidentialGeneral Partner.
(b) If The General Partner shall deliver a notice to each Tag Along Partner and the Stockholder desires Partnership setting forth the terms of any sales covered by Section 8.6(a), offering such Tag Along Partner the right to participate have such Tag Along Partner’s Partnership Interest included in such transactionsale in accordance with Section 8.6(a) above, the Stockholder must together with all documents required to be executed by such Tag Along Partner in order to include such Tag Along Partner’s Partnership Interest in such sale. If any Tag Along Partner exercises his or its tag along right in connection with any sale, such Tag Along Partner shall deliver to the Selling HolderGeneral Partner, within 7 days of receiving a Tag-Along Rights Notice, written notice (a "Participation Notice") prior to the expiration of the Stockholder's desire thirty (30) day period commencing on the date of the General Partner’s notice, all documents furnished to participate such Tag Along Partner for execution in connection with such transactionsale. If Delivery by any Tag Along Partner of such documents shall constitute an irrevocable exercise by the Stockholder does not deliver to the Selling Holder a Participation Notice Tag Along Partner of his or its tag along right with respect to such Tag-Along Right within the applicable time period, the Stockholder shall be treated as having waived his right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction on the terms contained in the Tag-Along Rights Noticesale.
(c) The Stockholder General Partner shall cooperate have sixty (60) days from the date of its notice referred to in Section 8.6(b) above to consummate any sale covered by this Section 8.6 and, promptly after such transaction by providing consummation, shall notify the Selling Holder all materials Partnership and each Tag Along Partner to that effect and shall furnish evidence of such sale (including executed purchase the time of sale) and sale agreements and stock Transfer documentation), of the terms thereof as the Selling Holder Partnership or such Tag Along Partner may reasonably request in order request. No later than the fifth business day following such sale, the General Partner shall cause to consummate be remitted to each Tag Along Partner the transactionproceeds of such sale attributable to such Tag Along Partner’s sale of his or its Partnership Interest. The Stockholder shall, if provided an opportunity If any such sale is not consummated prior to do so, consent to and vote in favor the expiration of the Change of Controlsixty (60) day period referred to in this subsection, the General Partner may not consummate such sale and shall return to each Tag Along Partner all documents delivered to the General Partner in connection with such sale.
(d) Each If CMS proposes to sell, in a single transaction or series of similar transactions, an amount of the Selling Holders and any other party to any such transaction shall have voting stock of the right, in its sole discretion, General Partner which (at all times prior to consummation the conclusion of such transaction or transactions) would result in CMS holding less than 51% of the then issued and outstanding voting stock of the General Partner, the General Partner shall cause CMS to abandon, rescind, annul, withdraw or otherwise terminate provide each Partner that is not an Affiliate of CMS the right to require that the purchaser of the voting stock of the General Partner in such transaction whereupon all Tag-Along Rights in respect transaction(s) also purchase the Partnership Interest of such transaction pursuant Partner. The General Partner shall cause CMS to give the notice and provide the documentation required by Section 8.6(b); each Partner who wishes to have his or its Partnership Interest included in such sale shall exercise his or its right to do so as provided in that Section, and the rights of CMS to consummate such sale shall be limited as provided in Section 8.6(c). The purchase price for any Partnership Interest transferred under this Section 6 8.6(d) shall become null and void, and neither be the Selling Holder nor any other such party shall have any liability or obligation amount that is equal to the Stockholder with respect thereto. Nothing herein shall be construed to obligate purchase price received by CMS in such sale(s) multiplied by the Selling Holder to accept any offer percentage interest represented by the Partnership Interest that is being sold by the Partner exercising his or terms for, or to consummate, any Change in Control or other transactionits Tag Along rights.
(e) This There shall be no liability on the part of the General Partner to any Partner if any sale is not consummated for whatever reason.
(f) The tag along rights granted in this Section 6 8.6 shall terminate immediately after not apply to any Transfer by the consummation General Partner of its Partnership Interest to Affiliates of the General Partner or to any Transfer effected in connection with a Change transaction referred to in Section 8.5 or be deemed to apply to any sale of Control the stock of CMS or an Initial Public Offeringany change of control of CMS.
Appears in 1 contract
Samples: Limited Partnership Agreement (HEALTHSOUTH of Toms River, Inc.)
Tag-Along Rights. If any one or more stockholders As a condition to the initial sale by the Company of the Company, individually or in a Group (individually and collectively, as applicableits Preferred Stock, the "Selling Holder") engage in a Change in Control involving a sale of Shares (other than any sale to an Affiliate Company shall cause the purchasers of such Selling Holder), Preferred Stock to grant Investor a Tag Along Right in substantially the Stockholder shall have the right (a "Tag-Along Right") to participate in such transaction on the same material terms and conditions as the Selling Holder by including in such transaction the same percentage of the Stockholder's Shares (determined on a Fully Diluted Basis) as the percentage of Shares being sold by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), as follows:form described below.
(a) The Company If at any time holders of a majority of the Preferred Stock then outstanding (the "CONTROL SELLERS") desire to sell a majority of the Preferred Stock through a single transaction or a series of related transactions to any person (a "PROPOSED TRANSFEREE"), such Control Sellers shall deliver to provide each Investor with prior written notice (the Stockholder "PARTICIPATION NOTICE") at least 14 10 days prior to consummating the date of consummation of such Change of Control a written notice transaction (a the "Tag-Along NoticePROPOSED SALE TRANSACTION") of such transaction; provided, however, that (i) if 14 days' prior notice is not practicablethe number of Shares proposed to be sold by the Control Seller, the Tag-Along Notice shall type of Shares proposed to be given as many days prior to such transaction as is practicable; sold by the Control Seller, the price per Share and other terms of the proposed sale, and (ii) the Stockholder number of Shares which each Investor shall keep any information regarding be permitted to sell pursuant to the proposed transaction strictly confidentialTag Along Rights set forth in Section 1.2(b) if exercised in full.
(b) If In the Stockholder desires event of a Proposed Sale Transaction, each Investor shall have the option ("TAG-ALONG RIGHTS") to participate in such transaction, the Stockholder must deliver sell to the Selling HolderProposed Transferee a number of Shares equal to the product of (i) the number of Shares (determined on an as-converted to Common Stock basis) held by such Investor immediately prior to such sale and (ii) a fraction, within 7 days (A) the numerator of receiving a Tagwhich is the number of Shares (determined on an as-converted to Common Stock basis) that the Control Sellers' elect to sell in the Proposed Sale Transaction, and (B) the denominator of which is the number of Shares (determined on an as-converted to Common Stock basis) held by all Control Sellers immediately prior to such Proposed Sale Transaction. Any such sale by such Investor shall be at the same price and on the same terms and conditions as apply to such sale by the Control Sellers. Investors may exercise their Tag Along Rights Notice, by delivering written notice (a the "TAG ALONG NOTICE") to the Control Sellers within fifteen days after delivery of the Participation Notice") . The delivery of the Stockholder's desire to participate in such transaction. If the Stockholder does not deliver to the Selling Holder a Participation Notice with respect to such Tag-Tag Along Right within the applicable time period, the Stockholder shall be treated as having waived his right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction on the terms contained in the Tag-Along Rights Notice
(c) The Stockholder shall cooperate in sell such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor of the Change of ControlShares.
(d) Each of the Selling Holders and any other party to any such transaction shall have the right, in its sole discretion, at all times prior to consummation of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tag-Along Rights in respect of such transaction pursuant to this Section 6 shall become null and void, and neither the Selling Holder nor any other such party shall have any liability or obligation to the Stockholder with respect thereto. Nothing herein shall be construed to obligate the Selling Holder to accept any offer or terms for, or to consummate, any Change in Control or other transaction.
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.
Appears in 1 contract
Tag-Along Rights. (a) If at any time one or more stockholders SPS Holders proposes to sell or transfer any or all of the CompanyCommon Stock held by it or them, individually either pursuant to a demand registration in accordance with the Registration Rights Agreement by and between the SPS Holders and Guardian, of even date herewith, or in a Group (individually and collectivelyprivate sale effected pursuant to an exemption from registration under the Securities Act of 1933, as applicableamended, or otherwise, then no such SPS Holder shall make such sale or transfer, and shall make no subsequent sale or transfer, unless such selling SPS Holder or Holders shall permit one or more of the Ginsburgs to, or cause one or more of the Ginsburgs to be permitted to, sell in such registration, or to such third party buyer in a private placement, as the case may be, the "Selling Holder") engage in a Change in Control involving a sale same proportionate part of Shares (other than any sale to an Affiliate the aggregate of such Selling Holder), the Stockholder shall have the right (a "Tag-Along Right") to participate shares of Common Stock held by each Xxxxxxxx participating in such transaction sale as the SPS Holders participating in such sale shall sell of the aggregate shares of Common Stock held by them. Such sale by one or more of the Ginsburgs shall be on the same material economic terms and conditions at least as favorable to such Ginsburgs as the Selling Holder terms and conditions of such sale by including the SPS Holders. The SPS Holders participating in such transaction registration or private sale will reduce the same percentage number of the Stockholder's Shares (determined on a Fully Diluted Basis) as the percentage shares of Shares being sold by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), as follows:
(a) The Company shall deliver Common Stock they will sell or transfer to the Stockholder at least 14 days prior extent necessary to consummating such Change of Control a written notice (a "Tag-Along Notice") accommodate the participation of such transactionGinsburgs; provided, however, PROVIDED that (inothing in this Section 2(a) if 14 days' prior notice is not practicable, the Tag-Along Notice shall be given as many days prior to such transaction as is practicable; and (ii) the Stockholder shall keep any information regarding require the proposed transaction strictly confidentialpurchasers in any private placement to purchase a greater number of shares of Common Stock than initially proposed to be purchased by them.
(b) If at any time one or more Xxxxxxxx proposes to sell or transfer any or all of the Stockholder desires Common Stock held by it or them pursuant to a private placement or otherwise, then no such selling Xxxxxxxx shall make such sale or transfer, and shall make no subsequent sale or transfer, unless the selling Xxxxxxxx or Ginsburgs shall permit one or more of the SPS Holders to, or cause one or more of the SPS Holders to be permitted to, sell to the transferee or transferees participating in such sale the same proportionate part of the aggregate number of shares of Common Stock held by each participating SPS Holder as the selling Xxxxxxxx or Ginsburgs shall sell of the aggregate of shares of Common Stock held by them. Such sale by one or more of the SPS Holders shall be on economic terms and conditions at least as favorable to such SPS Holders as the terms and conditions of such sale by the Xxxxxxxx or Ginsburgs. Any Xxxxxxxx participating will reduce the number of shares of Common Stock he or she will sell or transfer to the extent necessary to accommodate the participation of such SPS Holders; PROVIDED that nothing in this Section 2(b) shall require a proposed transferee to purchase a greater number of shares of Common Stock than initially proposed to be purchased by it.
(c) Any Holder intending to effect a sale or transfer of shares of Common Stock triggering tag-along rights pursuant to Section 2(a) or 2(b) above shall provide notice (a "Sale Notice") to those Holders with tag-along rights at least 20 days prior to the proposed closing date of the sale or transfer. Each Sale Notice shall state the form and terms of such sale or transfer, the price to be paid for shares of Common Stock, the number of shares of Common Stock to be sold by such Holder and the percentage such shares represents of such Holder's aggregate ownership of Common Stock. Holders receiving a Sale Notice shall provide notice to the selling or transferring Holder within five days of receipt of the Sale Notice, stating whether such Holders wish to participate in such transaction, sale and the Stockholder must deliver aggregate number of shares of Common Stock then held by such Holders. Failure of any Holder to the Selling Holder, within 7 days of receiving respond to a Tag-Along Rights Notice, written Sale Notice shall be deemed to be notice (a "Participation Notice") of the Stockholder's desire to participate in that such transaction. If the Stockholder Holder does not deliver to the Selling Holder a Participation Notice with respect to such Tag-Along Right within the applicable time period, the Stockholder shall be treated as having waived his right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder wish to participate in the transaction on the terms contained in the Tag-Along Rights Notice
(c) The Stockholder shall cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor of the Change of Controlor transfer described therein.
(d) Each of the Selling Holders and any other party to any such transaction shall have the right, in its sole discretion, at all times prior to consummation of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tag-Along Rights in respect of such transaction pursuant to this Section 6 shall become null and void, and neither the Selling Holder nor any other such party shall have any liability or obligation to the Stockholder with respect thereto. Nothing herein shall be construed to obligate the Selling Holder to accept any offer or terms for, or to consummate, any Change in Control or other transaction.
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.
Appears in 1 contract
Tag-Along Rights. If (a) If, following the Transfer Waiver Date, a Transferring Shareholder desires to Transfer, directly or indirectly, all or any one or more stockholders portion of the Company, individually or in a Group (individually Shares beneficially owned by it and collectively, as applicableits Affiliates, the "Selling Holder"Transferring Shareholder shall provide the Non-Transferring Shareholder with written notice (the “Tag Along Notice”) engage in a Change in Control involving a sale (which may, but need not be, incorporated into the First Refusal Notice required pursuant to Section 7.3) setting forth:
(i) the number of Shares proposed to be Transferred;
(other than any sale ii) all terms and conditions of the proposed Transfer including the Offering Price at which the Transferring Shareholder proposes to an Affiliate Transfer such Shares;
(iii) the name of such Selling Holder), the Stockholder shall have proposed transferee and a statement specifying whether or not that transferee is a Competitor; and
(iv) that the Transferring Shareholder is offering the Non-Transferring Shareholder the right (a "Tag-Along Right") to participate in such transaction Transfer on the same material terms and conditions as the Selling Holder by including in such transaction the same percentage of the Stockholder's Shares (determined on a Fully Diluted Basis) as the percentage of Shares being sold by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), as follows:
(a) The Company shall deliver are applicable to the Stockholder at least 14 days prior to consummating such Change of Control a written notice (a "Tag-Along Notice") of such transaction; provided, however, that (i) if 14 days' prior notice is not practicable, the Tag-Along Notice shall be given as many days prior to such transaction as is practicable; and (ii) the Stockholder shall keep any information regarding the proposed transaction strictly confidentialTransferring Shareholder.
(b) If the Stockholder desires to participate proposed transferee is a Competitor of a Non-Transferring Shareholder then, within 10 Business Days following delivery of the Tag Along Notice, such Non-Transferring Shareholder may, by notice in such transaction, the Stockholder must deliver writing to the Selling HolderTransferring Shareholder, within 7 days of receiving a Tag-Along Rights Notice, written notice (a "Participation Notice") require the Transferring Shareholder to request the proposed transferee to purchase all of the Stockholder's desire to participate Shares held by the Non-Transferring Shareholder and its Affiliates on the terms specified in such transactionthe Tag Along Notice. If the Stockholder does not deliver Transferring Shareholder declines to make such request or the Selling Holder a Participation Notice with respect to such Tag-Along Right within proposed transferee rejects the applicable time periodrequest, the Stockholder Transferring Shareholder shall not be treated as having waived his right entitled to participate in such transactionsell the Shares which are the subject of the Tag Along Notice to that proposed transferee. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction on the terms contained in the Tag-Along Rights Notice.
(c) The Stockholder shall cooperate If the proposed transferee is not a Competitor of any Non-Transferring Shareholder, then, within 10 Business Days following the delivery of the Tag Along Notice, such Non-Transferring Shareholder shall, by notice in such transaction by providing writing to the Selling Holder all materials Transferring Shareholder, have the opportunity to sell to the prospective purchaser (including executed purchase upon the same terms and sale agreements and stock Transfer documentation), conditions as the Selling Holder may reasonably request in order Transferring Shareholder) up to consummate that number of Shares owned by such Non-Transferring Shareholder as shall equal the transactionproduct of (x) a fraction, the numerator of which is the number of Shares owned by such Non-Transferring Shareholder as of the date of such Tag Along Notice, and the denominator of which is the aggregate number of Shares owned as of the date of such Tag Along Notice by the Transferring Shareholder and the Non-Transferring Shareholder, and (y) the number of Shares proposed to be sold. The Stockholder shall, amount of Shares to be sold by the Transferring Shareholder shall be reduced if provided an opportunity and to do so, consent the extent necessary to and vote in favor provide for such sale of Shares by the Change of ControlNon-Transferring Shareholder.
(d) Each If the Non-Transferring Shareholder does not elect to require the Transferring Shareholder to effectuate the sale specified in Section 7.4(b) or does not elect to participate in a sale specified in Section 7.4 (c) within the 10 Business Day periods referred to in those Sections, the Transferring Shareholder shall be entitled to consummate such sale within 100 days following delivery of the Selling Holders and any other party to any such transaction shall have Tag Along Notice without the right, in its sole discretion, at all times prior to consummation participation of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tagthe Non-Along Rights in respect of such transaction pursuant to this Section 6 shall become null and void, and neither the Selling Holder nor any other such party shall have any liability or obligation to the Stockholder with respect thereto. Nothing herein shall be construed to obligate the Selling Holder to accept any offer or terms for, or to consummate, any Change in Control or other transactionTransferring Shareholder.
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.
Appears in 1 contract
Tag-Along Rights. (a) If any one or more stockholders a Stockholder proposes to make a Transfer of the Company, individually or in a Group (individually and collectively, as applicableCommon Stock that requires such Stockholder first to offer such Common Stock pursuant to Section 1.2, the "other Stockholders fail to agree to purchase the Common Stock offered by the Selling Holder") engage in a Change in Control involving a sale of Shares (other than any sale Stockholder pursuant to an Affiliate of such Section 1.2 and the Selling Holder), the Stockholder shall have agreed to sell any Common Stock covered by the Sale Notice to a third party, then such Selling Stockholder shall, in accordance with the procedures set forth in Section 2(b), offer each of the other Stockholders a right (a "TagTAG-Along RightALONG RIGHT") to participate (each a "PARTICIPATING PARTY") PRO RATA (based on the number of shares of Common Stock Equivalents owned by each Participating Party and the Selling Stockholder) in such transaction sale for a purchase price for such Common Stock and on the same material other terms and conditions no less favorable to such Participating Party than those applicable to such Selling Stockholder.
(b) Within three days after the Selling Stockholder has entered into an agreement to sell the Common Stock covered by the Sale Notice to a third party, the Selling Stockholder shall give each Participating Party, as the Selling Holder by including in such transaction the same percentage of the Stockholder's Shares (determined on a Fully Diluted Basis) as the percentage of Shares being sold by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis)case may be, as follows:
(a) The Company shall deliver to the Stockholder at least 14 days prior to consummating such Change of Control a written notice (a "of its Tag-Along NoticeRight (the ") TAG-ALONG NOTICE"). No later than 15 days after the receipt of such transaction; provided, however, that (i) if 14 days' prior notice is not practicable, the Tag-Along Notice (such date, the "TAG-ALONG DETERMINATION DATE"), each Participating Party shall be given as many days prior to such transaction as is practicable; and (ii) notify the Selling Stockholder shall keep any information regarding the proposed transaction strictly confidential.
(b) If the Stockholder desires in writing whether it elects to participate in such transaction, the Stockholder must deliver sale. The failure of any Participating Party to respond within such 15 day period shall be deemed to be a rejection of the Selling Holder, within 7 days of receiving a Tag-Along Rights Notice, written notice (a "Participation Notice") of the Stockholder's desire offer to participate in such transactionsale and the Selling Stockholder shall be entitled to consummate such sale on the terms set forth in such notice within the time period specified in Section 1.2(b). If the Stockholder does such sale is not deliver to the Selling Holder a Participation Notice with respect to consummated within such Tag-Along Right within the applicable time period, the Selling Stockholder may not effect such sale unless it again shall be treated as having waived his right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction on the terms contained in the Tag-Along Rights Noticehave complied with this Section 2.
(c) The Notwithstanding anything to the contrary herein, the rights granted to Questor and the Questor Assignees, on the one hand, and to the Existing Stockholders and the Existing Stockholder shall cooperate in such transaction by providing Assignees, on the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation)other hand, as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor of the Change of Control.
(d) Each of the Selling Holders and any other party to any such transaction shall have the right, in its sole discretion, at all times prior to consummation of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tag-Along Rights in respect of such transaction pursuant to this Section 6 shall become null and void, and neither the Selling Holder nor any other such party shall have any liability or obligation to the Stockholder with respect thereto. Nothing herein shall be construed to obligate the Selling Holder to accept any offer or terms for, or to consummate, any Change in Control or other transaction.
(e) This Section 6 2 shall terminate immediately after if the consummation of a Change of Control or an Initial Public OfferingSecond Break Point occurs.
Appears in 1 contract
Samples: Purchase and Registration Rights Agreement (Aegis Communications Group Inc)
Tag-Along Rights. If any one or more stockholders of the Company(i) Subject to Section 5.04(c)(iv), individually or in a Group (individually and collectively, as applicable, the "Selling Holder") engage in a Change in Control involving a sale of Shares if an Offering Member proposes to Transfer (other than a Transfer pursuant to Section 5.04(a) and 5.04(b)) any sale of its Membership Interest, it shall deliver a written notice (the “Sale Notice”) to an Affiliate other Members (the “Participation Members”) at least 30 days prior to making such Transfer, specifying in reasonable detail the identity of such Selling Holderthe prospective Transferee(s), the Stockholder Membership Interest to be Transferred and the terms and conditions of the Transfer. Each Participation Member may elect to participate in the contemplated Transfer at the same price and on the same terms and conditions by delivering written notice to the Offering Member within 30 days after delivery of the Sale Notice, which notice shall become irrevocable and shall specify the Membership Interest that such Participation Member desires to include in such proposed Transfer; provided that each Participation Member shall be required, as a condition to being permitted to sell Membership Interest pursuant to this Section 5.04(c), to elect to sell Membership Interest in the same relative proportions (which proportions shall be determined on a Membership Interest for Membership Interests basis) as the Membership Interest being transferred by the Offering Member. If none of the Participation Members gives such notice prior to the expiration of the 30-day period for giving such notice, then the Offering Member may Transfer Membership Interest to the identified Transferee at a price no greater, and on other terms and conditions that are not more favorable in the aggregate to the Offering Member than those set forth in the Sale Notice at any time within 180 days after expiration of such 30-day period for giving notice. Any such Membership Interest not Transferred by the Offering Member during such 180-day period shall again be subject to the provisions of this Section 5.04(c) upon subsequent Transfer. If any Participation Member has elected to participate in such Transfer:
(A) The Offering Member shall use its commercially reasonable efforts to cause the entirety of such Participation Member’s Membership Interests to be transferred. If the Participation Member elects to purchase less than all of the Membership Interests offered for sale (1) the Offering Member shall have the right (a "Tag-Along Right") to participate include in such transaction sale such number of Membership Interests equal to such Offering Member’s pro rata portion of the Membership Interests to be Transferred to such third party purchaser (such pro rata portion shall be determined by dividing the Participation Member’s total Membership Interests to be sold by all Membership Interests to be sold, including by the Offering Member) and (2) each Participation Member exercising its rights hereunder shall have the right to include in such sale its pro rata portion of the remaining Membership to be Transferred to the third party purchaser, in each case, on the same material terms and conditions as the Selling Holder by Offering Member, including in such transaction exchange for its respective pro rata share of consideration to be received in the Transfer to the third party purchaser based on its applicable portion of Membership Interests being so Transferred.
(B) The Participation Members shall be entitled to sell in the contemplated Transfer at the same percentage price and on the same terms as the Offering Member, a portion of the Stockholder's Shares total number of Membership Interest to be sold in the Transfer, to be calculated according to the following formula: number of Membership Interest that a participating Participation Member may sell equals the total number of Membership Interest to be sold in the Transfer, multiplied by a fraction (determined on a Fully Diluted Basis1) as the percentage numerator of Shares being sold which is the number of Membership Interest by such Participation Member, and (2) the denominator of which is the number of Membership Interest owned, in the aggregate, by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), as follows:Offering Member and all participating Participation Members.
(a) The Company shall deliver to the Stockholder at least 14 days prior to consummating such Change of Control a written notice (a "Tag-Along Notice") of such transaction; provided, however, that (i) if 14 days' prior notice is not practicable, the Tag-Along Notice shall be given as many days prior to such transaction as is practicable; and (ii) Notwithstanding anything to the Stockholder shall keep any information regarding the proposed transaction strictly confidential.
(b) If the Stockholder desires to participate in such transactioncontrary herein, the Stockholder must deliver to Offering Member shall not consummate the Selling Holder, within 7 days of receiving a Tag-Along Rights Notice, written notice (a "Participation Notice") of the Stockholder's desire to participate in such transaction. If the Stockholder does not deliver to the Selling Holder a Participation Notice with respect to such Tag-Along Right within the applicable time period, the Stockholder shall be treated as having waived his right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment Transfer contemplated by the Stockholder Sale Notice at a price greater or on other terms more favorable in the aggregate to it than those set forth in the Sale Notice unless the Offering Member shall first have delivered a second notice setting forth such more favorable terms (the “Amended Sale Notice”) to each Participation Member who had not elected to participate in the transaction on the terms contained contemplated Transfer. Each Participation Member receiving an Amended Sale Notice may elect to participate in the Tag-Along Rights Notice
contemplated Transfer on such amended terms by delivering written notice to the Offering Member not later than the later of (cA) The Stockholder shall cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor 30 days after delivery of the Change Sale Notice or (B) 10 days after delivery of Controlthe Amended Sale Notice.
(diii) Each of If the Selling Holders and any other party to any such transaction shall have the right, in its sole discretion, at all times prior to consummation of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tag-Along Rights in respect of such transaction Transfer pursuant to this Section 6 5.04(c) is actually consummated, each Member transferring Membership Interest pursuant to this Section 5.04(c) shall become null pay its own costs of any sale and voida pro rata share (based on the relative consideration to be received in respect of the Membership Interest to be sold) of the expenses incurred by the Members (to the extent such costs are incurred for the benefit of all Members and are not otherwise paid by the Transferee). Each Member transferring Membership Interest pursuant to this Section 5.04(c) shall be obligated to make the same representations, warranties, covenants, and neither agreements and to join on a severally pro rata basis (based on the Selling Holder nor relative consideration to be received in respect of the Membership Interest to be sold) in any indemnification or other obligations that the Offering Member agrees to provide in connection with such party shall have Transfer (other than any liability or obligation such obligations that relate specifically to the Stockholder a particular Member such as indemnification with respect thereto. Nothing herein shall be construed to obligate the Selling Holder representations and warranties given by a Member regarding such Member’s title to accept any offer or terms for, or to consummate, any Change in Control or other transactionand ownership of such Member’s Membership Interest).
(eiv) This For the avoidance of doubt, and notwithstanding anything to the contrary in this Agreement, Leiber shall not be subject to sale or notice provisions or any other restrictions applicable to Offering Members, set forth in this Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering5.04(c).
Appears in 1 contract
Samples: Operating Agreement
Tag-Along Rights. If (a) Subject to the provisions of paragraph (d) below, if a WCAS Purchaser or group of WCAS Purchasers (for purposes of this Section 3, a "Selling Stockholder") wishes to directly or indirectly sell, transfer or otherwise dispose of all or any one or more stockholders portion of the CompanyCommon Stock held by him, individually her or it at any time, then such Selling Stockholder shall promptly deliver a notice (an "Offering Notice") to the Company in a Group writing of the proposed transfer, specifying the number of such shares of Common Stock to be transferred by such Selling Stockholder (individually and collectively, as applicablesuch specified shares, the "Selling HolderOffered Shares") engage in a Change in Control involving a sale of Shares (other than any sale to an Affiliate of such Selling Holder), the name of the proposed purchaser or purchasers, the proposed purchase price per share, the proposed date of transfer, the payment terms and all other material terms and conditions thereof. In the event that the terms and/or conditions set forth in the Offering Notice are thereafter amended in any respect, the Selling Stockholder shall also give written notice (an "Amended Notice") of the amended terms and conditions of the proposed transaction to the Company. Upon its receipt of any Offering Notice or Amended Notice, the Company shall promptly, but in all events within three (3) business days of its receipt thereof, forward copies thereof to each of the Blackstone Purchasers, Signal Purchasers, Management Purchasers and Guayacan Purchasers (collectively, the "Other Stockholders"). The Selling Stockholder shall provide such additional information with respect to the proposed transfer as may be reasonably requested by the Company or the Other Stockholders.
(b) Each Other Stockholder shall have the right (a "Tag-Along Right") and option, exercisable upon written notice to the Company and the Selling Stockholder within 15 days after receipt by such Other Stockholder of the Offering Notice, or, if later, within 7 days after receipt by such Other Stockholder of the most recent Amended Notice, to participate in such transaction the proposed transfer of shares by the Selling Stockholder to the proposed purchaser on the same material terms and conditions as the Selling Holder by including Stockholder (such participation right being hereinafter referred to as a "tag-along" right); provided that no Other Stockholder shall be required -------- to make any representations or warranties or covenants, or bear any liability, with respect to any other Stockholder or with respect to the Company or the Company's business other than such Other Stockholder's pro rata share (based on the number of shares of Common Stock to be transferred) of any indemnity obligations for representations and warranties regarding the Company or its business. Each Other Stockholder may participate in such transaction transfer with respect to all or any part of that number of shares of Common Stock which is equal to the same percentage product obtained by multiplying (i) the number of Offered Shares by (ii) a fraction, the Stockholder's Shares (determined on a Fully Diluted Basis) as numerator of which is the percentage number of Shares being sold shares of Common Stock at the time owned by such Other Stockholder and the denominator of which is the aggregate number of shares of Common Stock then owned by the Stockholders. Any Other Stockholders that have not notified the Selling Holder in Stockholder and the Company of their intent to exercise their tag-along rights within 7 days after receipt of an Amended Notice shall be deemed to have elected not to exercise such Change rights with respect to the transaction contemplated by such Amended Notice (regardless of Control (determined on a Fully Diluted Basistheir election pursuant to the Offering Notice or any prior Amended Notice relating to such transaction), as follows:but only if such Amended Notice sets forth the provisions of this sentence.
(ac) The Company Any Other Stockholder participating in the proposed disposition shall deliver to the Company, as agent for such Other Stockholder, for transfer to the proposed acquiror one or more certificates, properly endorsed for transfer and with all stock transfer taxes paid and stamps affixed, which represent the number of shares of Common Stock that such Other Stockholder at least 14 days prior elects to consummating such Change dispose of Control a written notice pursuant to paragraph (a "Tag-Along Notice"b) above. The consummation of such transaction; providedproposed disposition shall be subject to the sole discretion of the Selling Stockholder, howeverwho shall have no liability or obligation whatsoever to any Other Stockholder participating therein other than to obtain for such Other Stockholder the same terms and conditions as those set forth in the Offering Notice (or most recent Amended Notice, that as the case may be). Upon the consummation of any such sale, the Company (i) if 14 days' prior notice is not practicable, shall transfer to the Tag-Along Notice shall acquiror a stock certificate or certificates representing the number of shares of Common Stock to be given as many days prior to such transaction as is practicable; disposed of by any Other Stockholders and (ii) shall promptly thereafter remit to each Other Stockholder (i) that portion of the proceeds of the disposition to which such Other Stockholder shall keep is entitled by reason of such participation and (ii) a stock certificate representing any information regarding balance of shares of Common Stock that were not so disposed of (or all shares of Common Stock, in the event the proposed transaction strictly confidential.
(b) If the Stockholder desires to participate in such transaction, the Stockholder must deliver to the Selling Holder, within 7 days of receiving a Tag-Along Rights Notice, written notice (a "Participation Notice") of the Stockholder's desire to participate in such transaction. If the Stockholder does disposition is not deliver to the Selling Holder a Participation Notice with respect to such Tag-Along Right within the applicable time period, the Stockholder shall be treated as having waived his right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction on the terms contained in the Tag-Along Rights Notice
(c) The Stockholder shall cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentationconsummated), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor of the Change of Control.
(d) Each Anything to the contrary herein notwithstanding, the provisions of the Selling Holders and this Section 3 shall not apply to (i) any transfer by a WCAS Purchaser to any other party WCAS Purchasers or affiliates thereof, (ii) any distribution or transfer by any WCAS Purchaser that is a limited partnership to any its limited partners or (iii) in the case of a WCAS Purchaser who is an individual, transfer by such transaction shall have WCAS Purchaser to the right, in its sole discretion, at all times prior to consummation spouse or lineal descendants of such transaction to abandonWCAS Purchaser, rescindincluding, annulwithout limitation, withdraw transfer by bequest or otherwise terminate such transaction whereupon all Tag-Along Rights in respect of such transaction pursuant to this Section 6 shall become null and void, and neither the Selling Holder nor any other such party shall have any liability or obligation to the Stockholder with respect thereto. Nothing herein shall be construed to obligate the Selling Holder to accept any offer or terms fordevise, or to consummatea trust or trusts for the benefit of such WCAS Purchaser or any of the foregoing; provided that in the case of a transfer pursuant to clause (i) or (iii) above, any Change such transferee agrees in Control or other transactionwriting to be bound by this Agreement as though such transferee were a WCAS Purchaser.
(e) This Each WCAS Purchaser, severally and not jointly, represents and warrants to the Signal Purchasers and the Guayacan Purchasers that as of the date hereof there is no contract, commitment or understanding between such person and any Blackstone Purchaser with respect to "tag-along" or similar rights relating to shares of capital stock of the Company, other than this Agreement. Each Blackstone Purchaser, severally and not jointly, represents and warrants to the Signal Purchasers and the Guayacan Purchasers that as of the date hereof there is no contract, commitment or understanding between such person and any WCAS Purchaser with respect to "tag-along" or similar rights relating to shares of capital stock of the Company, other than this Agreement.
(f) Each Other Purchaser hereby waives its rights under this Section 6 shall terminate immediately after 3 with respect to the consummation transfer on the date hereof of a Change an aggregate 170,556 shares of Control or an Initial Public OfferingCommon Stock from WCA Management Corporation to the Guayacan Purchasers.
Appears in 1 contract
Samples: Stockholders Agreement (Centennial Cellular Operating Co LLC)
Tag-Along Rights. If Within two business days after entering into a binding agreement to sell all or any one or more stockholders part of its interest in the Company, individually or in a Group (individually and collectively, as applicable, the "Selling Holder") engage in a Change in Control involving a sale of Shares Company (other than any sale sales or other dispositions to an Affiliate affiliates of such Selling HolderMember)(the "Soliciting Member"), the Stockholder Soliciting Member shall deliver a copy of such binding agreement to the other Member (the "Notified Member"). The Notified Member shall have twenty business days to elect, by providing written notice to the right Soliciting Member, to require the purchaser of the Soliciting Member's interest to purchase a percentage of the Notified Member's interest (a determined as set forth below) in the Company on the same terms and conditions (including, without limitation, the same purchase price per percentage point of ownership interest in the Company) set forth in the agreement between the Soliciting Member and the purchaser ("Tag-Along RightRights"). For purposes of the preceding sentence, in connection with any proposed sale the Notified Member may exercise Tag-Along Rights with respect to a percentage of its membership interest equal to the product of (i) to participate in such transaction on the same material terms and conditions as the Selling Holder by including in such transaction the same percentage of the StockholderSoliciting Member's Shares (determined on a Fully Diluted Basis) as membership interest to be sold in the percentage of Shares being sold by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), as follows:
(a) The Company shall deliver to the Stockholder at least 14 days prior to consummating such Change of Control a written notice (a "Tag-Along Notice") of such transaction; provided, however, that (i) if 14 days' prior notice is not practicable, the Tag-Along Notice shall be given as many days prior to such transaction as is practicable; contemplated transfer and (ii) the Stockholder shall keep any information regarding percentage of Notified Member's membership interest in the proposed transaction strictly confidential.
(b) Company. If the Stockholder desires to participate in such transactionpayment for Soliciting Member's interest includes consideration other than cash, the Stockholder must deliver Soliciting Member, the Notified Member and the purchaser shall agree upon the cash value of the sale and all consideration paid from the purchaser to the Selling Holder, within 7 days Notified Member for the Notified Member's interest shall be in cash. Any disagreement between the Soliciting Member and the Notified Member concerning the cash value of receiving a the sale shall be resolved in accordance with the arbitration provision in this agreement. In the event the Notified Member elects to exercise its Tag-Along Rights Notice, written notice (a "Participation Notice") of the Stockholder's desire to participate in such transaction. If the Stockholder does not deliver to the Selling Holder a Participation Notice with respect to such Tag-Along Right within the applicable time period, the Stockholder shall be treated as having waived his right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction on the terms contained in the Tag-Along Rights Notice
(c) The Stockholder shall cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor of the Change of Control.
(d) Each of the Selling Holders and any other party to any such transaction shall have the right, in its sole discretion, at all times prior to consummation of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tag-Along Rights in respect of such transaction pursuant to this Section 6 7.2 and the purchaser refuses to purchase the Notified Member's interest in the Company as provided above, the Soliciting Member shall become null and void, and neither the Selling Holder nor any other such party shall have any liability or obligation not sell its interest to the Stockholder with respect thereto. Nothing herein shall purchaser without the written consent of the Notified Member, which consent may be construed to obligate withheld in the Selling Holder to accept any offer or terms for, or to consummate, any Change in Control or other transactionsole discretion of the Notified Member.
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (Integrated Data Corp)
Tag-Along Rights. (a) If any one or more stockholders each individual of the CompanyManagement Team (the “Selling Party”) intends to sell his/her Shares (the “Selling Shares”) at any time after Effective Date (the “Selling”), individually or in a Group (individually to the extent permitted by Applicable Laws and collectively, as applicablewithout limiting the application of Sections 6.1 and 6.2, the "Selling Holder") engage in Party shall give the Institutional Shareholders and the Company a Change in Control involving a sale written notice of the Selling Party’s intention to transfer the Selling Shares (other than any sale to an Affiliate of such the “Selling HolderNotice”), which shall include (i) a description and the Stockholder number of the Selling Shares to be transferred, (ii) subject to any applicable non-disclosure agreement with such third party, the identity of the prospective transferee, and (iii) the consideration and the material terms and conditions upon which the proposed Selling is to be made. The Selling Notice shall certify that the Selling Party has received a firm offer from the prospective transferee and in good faith believes a binding agreement for the Selling is obtainable on the terms set forth in the Selling Notice.
(b) Each Institutional Shareholder shall have an option but not an obligation for a period of 30 calendar days following their receipt of the right Selling Notice (a "Tag-Along Right"the “Participating Period”) to participate in such transaction on elect to sell its respective pro rata share of the Selling Shares at the same price and subject to the same material terms and conditions as described in the Selling Holder Notice. “Pro rata share” used in this Section 6.4 shall be determined according to the respective number of Shares owned by including each Institutional Shareholder respectively on an as-converted basis in such transaction relation to the same percentage total number of the Stockholder's Shares (determined on a Fully Diluted Basis) as the percentage of Shares being sold owned by the Selling Holder in such Change of Control (determined Party and all the Institutional Shareholders exercising their tag-along rights hereunder on a Fully Diluted Basis), as follows:
(a) The Company shall deliver an as-converted basis immediately prior to the Stockholder at least 14 days prior to consummating such Change issue of Control a written notice (a "Tag-Along Selling Notice") of such transaction; provided, however, that (i) if 14 days' prior notice is not practicable, the Tag-Along Notice shall be given as many days prior to such transaction as is practicable; and (ii) the Stockholder shall keep any information regarding the proposed transaction strictly confidential.
(b) If the Stockholder desires to participate in such transaction, the Stockholder must deliver to the Selling Holder, within 7 days of receiving a Tag-Along Rights Notice, written notice (a "Participation Notice") of the Stockholder's desire to participate in such transaction. If the Stockholder does not deliver to the Selling Holder a Participation Notice with respect to such Tag-Along Right within the applicable time period, the Stockholder shall be treated as having waived his right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction on the terms contained in the Tag-Along Rights Notice
(c) The Stockholder shall cooperate in such transaction by providing Each Institutional Shareholder may exercise their right of participating the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation)sell its Shares proportionately, as by notifying the Selling Holder may reasonably request Party and the Company in order to consummate writing, before the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor expiration of the Change of ControlParticipating Period.
(d) Each of the Selling Holders and any other party to any such transaction shall have the right, in its sole discretion, at all times prior to consummation of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tag-Along Rights in respect of such transaction pursuant to this Section 6 shall become null and void, and neither the Selling Holder nor any other such party shall have any liability or obligation to the Stockholder with respect thereto. Nothing herein shall be construed to obligate the Selling Holder to accept any offer or terms for, or to consummate, any Change in Control or other transaction.
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.
Appears in 1 contract
Samples: Shareholders Agreement (APRINOIA Therapeutics Inc.)
Tag-Along Rights. If any one or more stockholders of the Company, individually or in a Group (individually and collectively, as applicable, the "Selling Holder") engage in a Change in Control involving a sale of Shares (other than any sale to an Affiliate of such Selling Holder), the Stockholder shall have the right (a "Tag-Along Right") to participate in such transaction on the same material terms and conditions as the Selling Holder by including in such transaction the same percentage of the Stockholder's Shares (determined on a Fully Diluted Basis) as the percentage of Shares being sold by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), as follows:
(a) The Company shall deliver If the General Partner proposes to sell, directly or indirectly, all or any portion of its Partnership Interest to a third party in one transaction or a series of similar transactions which would result in the Stockholder at least 14 days prior to consummating such Change of Control General Partner holding less than a written notice 5% General Partnership Interest, each other Partner, (a "Tag-“Tag Along Notice"Partner”) of may, in his or its discretion, require the General Partner to sell such transaction; provided, however, that (i) if 14 days' prior notice is not practicable, the Tag-Tag Along Notice shall be given as many days prior Partners’s Partnership Interest pursuant to such transaction sale(s) at the same price per Percentage Interest and on substantially the same terms as is practicable; and (ii) the Stockholder shall keep any information regarding the proposed transaction strictly confidentialGeneral Partner.
(b) If The General Partner shall deliver a notice to each Tag Along Partner and the Stockholder desires Partnership setting forth the terms of any sales covered by Section 8.6(a), offering such Tag Along Partner the right to participate have such Tag Along Partner’s Partnership Interest included in such transactionsale in accordance with Section 8.6(a) above, the Stockholder must together with all documents required to be executed by such Tag Along Partner in order to include such Tag Along Partner’s Partnership Interest in such sale. If any Tag Along Partner exercises his or its tag along right in connection with any sale, such Tag Along Partner shall deliver to the Selling HolderGeneral Partner, within 7 days of receiving a Tag-Along Rights Notice, written notice (a "Participation Notice") prior to the expiration of the Stockholder's desire thirty (30) day period commencing on the date of the General Partner’s notice, all documents furnished to participate such Tag Along Partner for execution in connection with such transactionsale. If Delivery by any Tag Along Partner of such documents shall constitute an irrevocable exercise by the Stockholder does not deliver to the Selling Holder a Participation Notice Tag Along Partner of his or its tag along right with respect to such Tag-Along Right within the applicable time period, the Stockholder shall be treated as having waived his right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction on the terms contained in the Tag-Along Rights Noticesale.
(c) The Stockholder General Partner shall cooperate have sixty (60) days from the date of its notice referred to in Section 8.6(b) above to consummate any sale covered by this Section 8.6 and, promptly after such transaction by providing consummation, shall notify the Selling Holder all materials Partnership and each Tag Along Partner to that effect and shall furnish evidence of such sale (including executed purchase the time of sale) and sale agreements and stock Transfer documentation), of the terms thereof as the Selling Holder Partnership or such Tag Along Partner may reasonably request in order request. No later than the fifth business day following such sale, the General Partner shall cause to consummate be remitted to each Tag Along Partner the transactionproceeds of such sale attributable to such Tag Along Partner’s sale of his or its Partnership Interest. The Stockholder shall, if provided an opportunity If any such sale is not consummated prior to do so, consent to and vote in favor the expiration of the Change of Controlsixty (60) day period referred to in this subsection, the General Partner may not consummate such sale and shall return to each Tag Along Partner all documents delivered to the General Partner in connection with such sale.
(d) Each If CMS proposes to sell, in a single transaction or series of similar transactions, an amount of the Selling Holders voting stock of the General Partner which would result in CMS holding less than 51% of the then issued and any other party to any such transaction shall have outstanding voting stock of the right, in its sole discretion, at all times prior to General Partner upon the consummation of such transaction transaction(s), the General Partner shall cause CMS to abandon, rescind, annul, withdraw or otherwise terminate provide each Partner that is not an Affiliate of CMS the right to require that the purchaser of the voting stock of the General Partner in such transaction whereupon all Tag-Along Rights in respect transaction(s) also purchase the Partnership Interest of such transaction pursuant Partner. The General Partner shall cause CMS to give the notice and provide the documentation required by Section 8.6(b), each Partner who wishes to have his or its Partnership Interests included in such sale shall exercise his or its right to do so as provided in that Section, and the rights of CMS to consummate such sale shall be limited as provided in Section 8.6(c). The purchase price for any Partnership Interest transferred under this Section 6 8.6(d) shall become null and void, and neither be the Selling Holder nor any other such party shall have any liability or obligation amount that is equal to the Stockholder with respect thereto. Nothing herein shall be construed to obligate purchase price received by CMS in such sale(s) multiplied by the Selling Holder to accept any offer Percentage Interest represented by the Partnership Interest that is being sold by the Partner exercising his or terms for, or to consummate, any Change in Control or other transactionits tag along rights.
(e) This There shall be no liability on the part of the General Partner to any Partner if any sale is not consummated for whatever reason.
(f) The tag along rights granted in this Section 6 8.6 shall terminate immediately after not apply to any Transfer by the consummation General Partner of its Partnership Interest to Affiliates of the General Partner or to any Transfer effected in connection with a Change transaction referred to in Section 8.5 or be deemed to apply to any sale of Control the stock of CMS or an Initial Public Offeringany change of control of CMS.
Appears in 1 contract
Samples: Limited Partnership Agreement (HEALTHSOUTH of Toms River, Inc.)
Tag-Along Rights. If any one or more stockholders (a) Each Controlling Stockholder who proposes to effect a Tag-Along Sale shall afford each of the CompanyInvestors (each, individually or in a Group (individually and collectively, as applicable, the "Selling HolderTag-Along Stockholder") engage the opportunity to participate therein in a Change accordance with this Section 2.6. Each Controlling Stockholder represents to the Investors that it has not entered into any agreement providing for any rights inconsistent with the rights provided to the Investors in Control involving a sale of Shares this Section 2.6 and that it has not otherwise directly or indirectly granted any such rights. No Controlling Stockholder shall enter into any agreement providing for, or otherwise directly or indirectly grant, any tag-along or other contractual rights (other than customary registration rights) to participate, directly or indirectly, in any sale to an Affiliate Tag-Along Sale without the prior unanimous written approval of such Selling Holder)the Investor Nominees and, so long as the Other Purchasers, in the aggregate, beneficially own at least 33% of the Shares beneficially owned by the Other Purchasers on the Acquisition Date, the Requisite Holders.
(b) With respect to each Tag-Along Sale, each Tag-Along Stockholder shall have the right (a "Tag-Along Right") to participate in such transaction on Transfer, at the same material price and upon identical terms and conditions as such proposed Transfer (except as set forth below), the Selling Holder by including in such transaction the same percentage of the Stockholder's Shares (determined on a Fully Diluted Basis) as the percentage number of Shares being sold owned by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), as follows:
(a) The Company shall deliver to the Stockholder at least 14 days prior to consummating such Change of Control a written notice (a "Tag-Along Notice") of Stockholder equal to such transactionTag-Along Stockholder's Transfer Allotment; provided, however, that (i) if 14 days' prior notice is not practicable, the a Tag-Along Notice shall be given as many days prior Stockholder may Transfer Shares of a different kind than those transferred by a Controlling Stockholder pursuant to such transaction as is practicablea Tag-Along Sale; and (ii) in the Stockholder shall keep any information regarding the proposed transaction strictly confidential.
(b) If the Stockholder desires to participate in such transaction, the Stockholder must deliver to the Selling Holder, within 7 days event of receiving a Tag-Along Rights NoticeSale pursuant to a Transfer by a Controlling Stockholder of an interest in a Person that directly or indirectly owns Shares, written notice (a "Participation Notice") the price and other terms and conditions of the Stockholder's desire to participate in such transaction. If the Stockholder does not deliver to the Selling Holder a Participation Notice with respect to such Tag-Along Right within Sale applicable to each Tag-Along Stockholder and the applicable Shares to be sold by such Tag-Along Stockholder, shall as closely approximate those of the proposed Transfer as is reasonably practicable. At the time periodany Tag-Along Sale is proposed, the Controlling Stockholders shall give written notice to each Tag-Along Stockholder shall be treated as having waived his of its right to participate sell Shares hereunder (the "Transfer Notice"), which notice shall identify the Proposed Purchaser and state the number of Shares proposed to be Transferred, the proposed offering price (including the form and terms of any non-cash consideration to be received in connection therewith), the proposed date of any such transactionTransfer (the "Transfer Date") and any other material terms and conditions of the proposed Transfer. The Participation Transfer Notice shall constitute an irrevocable commitment also contain a complete and correct copy of any offer to, or agreement with, the Controlling Stockholders by the Proposed Purchaser to purchase such Shares. The Controlling Stockholders shall use their best efforts to deliver the Transfer Notice at least 30 days prior to the Transfer Date and in no event shall the Controlling Stockholders provide such Transfer Notice later than 21 days prior to the Transfer Date.
(c) Each Tag-Along Stockholder that wishes to participate in the transaction on the terms contained in the Tag-Along Rights Notice
Sale shall provide written notice (cor oral notice confirmed in writing) The Stockholder shall cooperate in such transaction by providing (the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor of the Change of Control.
(d) Each of the Selling Holders and any other party to any such transaction shall have the right, in its sole discretion, at all times prior to consummation of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all "Tag-Along Rights in respect of such transaction pursuant to this Section 6 shall become null and void, and neither the Selling Holder nor any other such party shall have any liability or obligation to the Stockholder with respect thereto. Nothing herein shall be construed to obligate the Selling Holder to accept any offer or terms for, or to consummate, any Change in Control or other transaction.
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.Notice")
Appears in 1 contract
Samples: Stockholders Agreement (Dominicks Supermarkets Inc)
Tag-Along Rights. If any one or more stockholders of the Company, individually or in a Group member (individually and collectively, as applicable, the "Selling Holder") engage in a Change in Control involving a sale of Shares (other than any sale to an Affiliate of such Selling Holder), the Stockholder shall have the right (a "Tag-Along Right") to participate in such transaction on the same material terms and conditions as the Selling Holder by including in such transaction the same percentage of the Stockholder's Shares (determined on a Fully Diluted Basis) as the percentage of Shares being sold by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), as follows:
(a) The Company shall deliver to the Stockholder at least 14 days prior to consummating such Change of Control a written notice (a "Tag-Along Notice") of such transaction; provided, however, that (i) if 14 days' prior notice is not practicable, the Tag-Along Notice shall be given as many days prior to such transaction as is practicable; and (ii) the Stockholder shall keep any information regarding the proposed transaction strictly confidential.
(b) If the Stockholder desires to participate in such transaction, the Stockholder must deliver to the Selling Holder, within 7 days of receiving a Tag-Along Rights Notice, written notice (a "Participation NoticeSELLING STOCKHOLDER") of the StockholderGazit-Globe Group proposes to sell, other than pursuant to an open-market transaction or a de minimis transaction (involving less than 2% of the Corporation's desire outstanding stock), any of its Stockholder Shares, it may only make such sale after complying with the provisions of this Section 2. First, the Selling Stockholder shall give to participate in such transaction. If the Investor a notice (an "Offer Notice") allowing the Investor to participate, on a pro-rata basis based upon the percentage of the Stockholder does not deliver Shares of the Gazit-Globe Group offered to be sold, upon the purchase by the proposed transferee of any shares of Common Stock owned by the Selling Holder a Participation Notice with respect to such Tag-Along Right within Stockholder and for the applicable time period, the Stockholder shall be treated as having waived his right to participate in such transactionsame per share consideration. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction on the terms contained in the Tag-Along Rights Notice
(c) The Stockholder shall cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor of the Change of Control.
(d) Each of the Selling Holders and any other party to any such transaction Investor shall have the right, for a period of 10 Business Days after the Offer Notice is given, to accept such offer in its sole discretionwhole or in part, at all times prior exercisable by delivering a written notice to consummation the Selling Stockholder within such 10 Business Day period, stating therein the number of shares of Common Stock (which may be the number of shares set forth in the Offer Notice or a portion thereof) to be sold by the Investor to the proposed transferee. Prior to the earlier of (x) the end of such transaction 10 Business Day period or (y) the acceptance or rejection by the Investor of the Selling Stockholder's offer, as the case may be, the Selling Stockholder shall not complete any sale of shares of Common Stock to abandonthe proposed transferee. Thereafter, rescindfor a period of 120 days, annulthe Selling Stockholder may sell to the proposed transferee for the consideration stated and on terms no more favorable to the proposed transferee than those set forth in the Offer Notice, withdraw or otherwise terminate shares of Common Stock stated in the Offer Notice as subject to purchase by the Selling Stockholder; PROVIDED that the proposed transferee, as the case may be, shall simultaneously purchase the number of shares of Common Stock as calculated above from the Investor, to the extent the Investor elected to participate in the sale. To the extent the number of shares of Common Stock proposed to be sold by the Investor, if any, combined with the number proposed to be sold by the Selling Stockholder exceed the number of shares the proposed transferee is willing to purchase (the "MAXIMUM PURCHASE AMOUNT"), then each of the Investor and the Selling Stockholder shall be entitled to sell such transaction whereupon all Tagnumber of shares of Common Stock as shall constitute such percentage of the Maximum Purchase Amount corresponding to the percentage of shares, vis-Along Rights in respect a-vis one another, of Investor Stock and Stockholder Shares held by the Investor and the Gazit-Globe Group, respectively. For the purposes of such transaction pursuant to this Section 6 shall become null calculation, any unexercised and voidunexpired Warrants with an exercise price that is below the proposed offer price of the Common Stock, and neither the Selling Holder nor any other such party shall have any liability or obligation to the Stockholder with respect thereto. Nothing herein shall be construed deemed to obligate be Investor Stock held by the Selling Holder to accept any offer or terms for, or to consummate, any Change in Control or other transactionInvestor.
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.
Appears in 1 contract
Tag-Along Rights. If Xxxx Xxxxx or any other Key Owners, including one or more stockholders Permitted Transferees of the Company, individually or in a Group Key Owners (individually and collectively, as applicablethe “Majority Stockholders”) want to consummate a transaction that constitutes a Sale of Control (a “ Sale of Control Transaction”), then the "Selling Holder"Majority Stockholder(s) engage in a Change in Control involving a sale of Shares (shall notify the other than any sale to an Affiliate Investors of such Selling Holderproposed Sale of Control Transaction by a date which shall be not later than fifteen (15) days prior to the Company or any such Majority Stockholder(s) entering into any definitive binding agreement in respect thereof (the “Sale Notice’). Thereafter, the each other Investor or Stockholder shall have the right (each a "“Tag-Along Right"Stockholder”) may cause the Company or such Majority Stockholders to participate effect a Transfer of such other Stockholder’s Stock; in such transaction on each case, only pursuant to and in accordance with the same material terms and conditions as the Selling Holder by including in such transaction the same percentage following provisions of the Stockholder's Shares (determined on a Fully Diluted Basis) as the percentage of Shares being sold by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), as followsthis Section 3:
(a) The Tag-Along Stockholders shall have the right, but not the obligation, to participate in the Proposed Sale of Control Transaction on the terms and conditions herein stated (the “Tag- Along Option”), which right shall be exercisable upon written notice (the “Acceptance Notice”) to the Company and/or the Majority Stockholders, as the case may be, within ten (10) days of receipt of the Sale Notice. Each Acceptance Notice shall indicate the maximum amount of Notes or number of Conversion Shares that the Tag-Along Stockholder wishes to sell on the terms and conditions stated in the Sale Notice.
(b) Each Tag-Along Stockholder shall have the right to sell a portion of its Notes or Conversion Shares pursuant to the Sale of Control Transaction which is equal to that percentage equal of the Common Stock that is being sold by the Majority Stockholders in the Sale of Control Transaction.
(c) Within ten (10) days after the date by which a Tag-Along Stockholder notifies the Company or the Majority Stockholders of its intent to exercise the Tag-Along Option, the Company or the Majority Stockholders shall notify such Tag-Along Stockholder of the amount of Notes and number of Conversion Shares held by such Tag-Along Stockholder that will be included in the sale and the date on which the Sale of Control Transaction will be consummated, which shall be no later than the later of (i) twenty (20) days after the date by which each Holder was required to notify the Company or the Majority Stockholders of its intent to exercise the Tag-Along Option and (ii) five (5) days after the satisfaction of any governmental approval or filing requirements, if any.
(d) Each Tag-Along Stockholder may effect its participation in any Sale of Control Transaction, and as part of its participation in the Sale of Control Transaction pursuant to a duly exercised Tag-Along Option, shall deliver to the Stockholder Proposed Transferee at least 14 days prior a closing to consummating be held at the offices of the Company (or such Change other place as the parties agree), one or more Notes or certificates, properly endorsed for transfer, which represent all of Control a written notice (a "the Notes or Conversion Shares owned by such Tag-Along Notice"Stockholder which is to be transferred in connection with the Sale of Control Transaction, and each Tag-Along Stockholder shall make such representations and warranties, and shall enter into such agreements, as are customary and reasonable in the context of the proposed Sale of Control Transaction, including, without limitation, representations and warranties (and indemnities with respect thereto) that the Proposed Transferee of the Notes or Conversion Shares (or interests therein) is receiving good and marketable title to such transactionNotes or Conversion Shares (or interests therein), free and clear of all pledges, security interests, or other liens; provided, however, that (i) if 14 days' prior notice is not practicable, the Tag-Along Notice shall be given with respect to any matter as many days prior to such transaction as is practicable; and (ii) the Stockholder shall keep any information regarding the proposed transaction strictly confidential.
(b) If the Stockholder desires to participate in such transaction, the Stockholder must deliver to the Selling Holder, within 7 days of receiving which a Tag-Along Rights NoticeStockholder shall agree to provide indemnification (other than its own title to such Notes or Conversion Shares), written notice (a "Participation Notice") such Tag- Along Stockholder shall in no event be required to provide indemnification in an amount that would exceed its pro rata portion of the Stockholder's desire to participate total liability for which such indemnification is sought, which pro rata portion shall be determined on the basis of the percentage of the total Notes or Conversion Shares involved in such transaction. If transfer that are represented by the Stockholder does not deliver to the Selling Holder a Participation Notice with respect to Notes or Conversion Shares owned by such Tag-Along Right within the applicable time periodStockholder. In addition, the Stockholder shall be treated as having waived his right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction on the terms contained in the each Tag-Along Rights Notice
(c) The Stockholder and the Majority Stockholders shall reasonably cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request consult with each other in order to consummate effect the transaction. The Stockholder shallSale of Control Transaction, if provided an opportunity to do so, consent to and vote in favor of the Change of Control.
(d) Each of the Selling Holders and any other party to any such transaction shall have the right, in its sole discretion, at all times prior to consummation of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all each Tag-Along Rights in respect of such transaction pursuant to this Section 6 Stockholder shall become null and void, and neither the Selling Holder nor any other such party shall have any liability or obligation provide reasonable assistance to the Stockholder Majority Stockholders in connection with respect thereto. Nothing herein shall the preparation of disclosure schedules relating to representations and warranties to be construed made to obligate the Selling Holder to accept any offer or terms forProposed Transferee in connection with such Sale of Control Transaction and in the determination of the appropriate scope of, or to consummatelimitations or exceptions to, any Change in Control or other transaction.
(e) This Section 6 shall terminate immediately after such representations and warranties. At the time of consummation of a Change the Sale of Control Transaction, the Proposed Transferee shall remit directly to each such Tag-Along Stockholder that portion of the sale proceeds to which such Tag-Along Stockholder is entitled by reason of its participation therein (less any adjustments due to the conversion of any convertible securities or an Initial Public Offering.the exercise of any exercisable securities)
Appears in 1 contract
Tag-Along Rights. If any one or more stockholders a majority of the holders of the Company, individually or in a Group ’s outstanding voting equity (individually and collectively, as applicablethe “Majority Stockholders”) want to consummate a transaction that constitutes a Sale of Control (a “Sale of Control Transaction”), then the "Selling Holder"Majority Stockholder(s) engage in a Change in Control involving a sale of Shares (shall notify the other than any sale to an Affiliate Investors of such Selling Holderproposed Sale of Control Transaction by a date which shall be not later than fifteen (15) days prior to the Company or any such Majority Stockholder(s) entering into any definitive binding agreement in respect thereof (the “Sale Notice’). Thereafter, the each other Investor or Stockholder shall have the right (each a "“Tag-Along Right"Stockholder”) may cause the Company or such Majority Stockholders to participate effect a Transfer of such other Stockholder’s Stock; in such transaction on each case, only pursuant to and in accordance with the same material terms and conditions as the Selling Holder by including in such transaction the same percentage following provisions of the Stockholder's Shares (determined on a Fully Diluted Basis) as the percentage of Shares being sold by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), as followsthis Section 3:
(a) The Tag-Along Stockholders shall have the right, but not the obligation, to participate in the Proposed Sale of Control Transaction on the terms and conditions herein stated (the “Tag-Along Option”), which right shall be exercisable upon written notice (the “Acceptance Notice”) to the Company and/or the Majority Stockholders, as the case may be, within ten (10) days of receipt of the Sale Notice. Each Acceptance Notice shall indicate the maximum amount of Notes or number of Conversion Shares that the Tag-Along Stockholder wishes to sell on the terms and conditions stated in the Sale Notice.
(b) Each Tag-Along Stockholder shall have the right to sell a portion of its Notes or Conversion Shares pursuant to the Sale of Control Transaction which is equal to that percentage equal of the Common Stock that is being sold by the Majority Stockholders in the Sale of Control Transaction.
(c) Within ten (10) days after the date by which a Tag-Along Stockholder notifies the Company or the Majority Stockholders of its intent to exercise the Tag-Along Option, the Company or the Majority Stockholders shall notify such Tag-Along Stockholder of the amount of Notes and number of Conversion Shares held by such Tag-Along Stockholder that will be included in the sale and the date on which the Sale of Control Transaction will be consummated, which shall be no later than the later of (i) twenty (20) days after the date by which each Holder was required to notify the Company or the Majority Stockholders of its intent to exercise the Tag-Along Option and (ii) five (5) days after the satisfaction of any governmental approval or filing requirements, if any.
(d) Each Tag-Along Stockholder may effect its participation in any Sale of Control Transaction, and as part of its participation in the Sale of Control Transaction pursuant to a duly exercised Tag-Along Option, shall deliver to the Stockholder Proposed Transferee at least 14 days prior a closing to consummating be held at the offices of the Company (or such Change other place as the parties agree), one or more Notes or certificates, properly endorsed for transfer, which represent all of Control a written notice (a "the Notes or Conversion Shares owned by such Tag-Along Notice"Stockholder which is to be transferred in connection with the Sale of Control Transaction, and each Tag-Along Stockholder shall make such representations and warranties, and shall enter into such agreements, as are customary and reasonable in the context of the proposed Sale of Control Transaction, including, without limitation, representations and warranties (and indemnities with respect thereto) that the Proposed Transferee of the Notes or Conversion Shares (or interests therein) is receiving good and marketable title to such transactionNotes or Conversion Shares (or interests therein), free and clear of all pledges, security interests, or other liens; provided, however, that (i) if 14 days' prior notice is not practicable, the Tag-Along Notice shall be given with respect to any matter as many days prior to such transaction as is practicable; and (ii) the Stockholder shall keep any information regarding the proposed transaction strictly confidential.
(b) If the Stockholder desires to participate in such transaction, the Stockholder must deliver to the Selling Holder, within 7 days of receiving which a Tag-Along Rights NoticeStockholder shall agree to provide indemnification (other than its own title to such Notes or Conversion Shares), written notice (a "Participation Notice") of the Stockholder's desire to participate in such transaction. If the Stockholder does not deliver to the Selling Holder a Participation Notice with respect to such Tag-Along Right within the applicable time period, the Stockholder shall in no event be treated as having waived his right required to participate provide indemnification in an amount that would exceed its pro rata portion of the total liability for which such indemnification is sought, which pro rata portion shall be determined on the basis of the percentage of the total Notes or Conversion Shares involved in such transaction. The Participation Notice shall constitute an irrevocable commitment transfer that are represented by the Stockholder to participate in the transaction on the terms contained in the Notes or Conversion Shares owned by such Tag-Along Rights Notice
(c) The Stockholder. In addition, each Tag-Along Stockholder and the Majority Stockholders shall reasonably cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request consult with each other in order to consummate effect the transaction. The Sale of Control Transaction, and each Tag- Along Stockholder shall, if provided an opportunity shall provide reasonable assistance to do so, consent the Majority Stockholders in connection with the preparation of disclosure schedules relating to representations and vote warranties to be made to the Proposed Transferee in favor connection with such Sale of Control Transaction and in the determination of the Change appropriate scope of, or limitations or exceptions to, such representations and warranties. At the time of Control.
(d) Each consummation of the Selling Holders and any other party Sale of Control Transaction, the Proposed Transferee shall remit directly to any each such transaction shall have the right, in its sole discretion, at all times prior to consummation of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tag-Along Rights in respect Stockholder that portion of the sale proceeds to which such transaction pursuant to this Section 6 shall become null and void, and neither the Selling Holder nor Tag-Along Stockholder is entitled by reason of its participation therein (less any other such party shall have any liability or obligation adjustments due to the Stockholder with respect thereto. Nothing herein shall be construed to obligate conversion of any convertible securities or the Selling Holder to accept exercise of any offer or terms for, or to consummate, any Change in Control or other transaction.
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.exercisable securities)
Appears in 1 contract
Samples: Investor Rights and Lock Up Agreement (Signing Day Sports, Inc.)
Tag-Along Rights. If Except with respect to a sale or other transfer to an Affiliate of LTGI, if LTGI proposes to sell or otherwise transfer, directly or indirectly, to a person ("Third Party Purchaser") other than any one other holder of Voting Securities party to this Agreement (except in a pledge to a financial institution, a merger or more stockholders recapitalization of the CompanyCorporation in which all holders of Voting Securities participate or a tender offer not opposed by the Corporation) (a "Proposed Sale") more than 5% of the shares of Common Stock beneficially owned by LTGI at the time of the Proposed Sale, individually or in a Group LTGI (individually and collectively, as applicable, the "Selling Holder") engage in a Change in Control involving a shall give written notice ("Sale Notice") of the Proposed Sale (including the proposed per-share sale price and all other material terms of Shares the transaction) to each of the Lender and the Principals (other than any sale to an Affiliate each of such Selling Holder)the Lender and Principals, the Stockholder shall have the right (a "Tag-Along RightHolder") no later than five (5) days prior to participate the scheduled consummation of the Proposed Sale. Each Tag-Along Holder may, by written notice ("Participation Notice") given to the Selling Holder within three (3) days after the Sale Notice is given by the Selling Holder, elect to require the Third Party Purchaser to purchase from each such Tag-Along Holder such Tag-Along Holder's Proportionate Share (as hereinafter defined) of the shares of Common Stock included in its Registrable Securities. The failure of a Tag-Along Holder to respond within the three-day period following receipt of the Sale Notice shall be deemed to be a waiver of the Tag-Along Holder's rights under this Section 5. It shall be a condition to the consummation of the Proposed Sale by the Selling Holder that the Third Party Purchaser purchase from each Tag-Along Holder who has given a Participation Notice within the time period specified above that number of shares of Common Stock constituting such transaction Tag-Along Holder's Proportionate Share on the same material terms and conditions as pertain to the Selling Holder by including in such transaction the same percentage shares of the Stockholder's Shares (determined on a Fully Diluted Basis) as the percentage of Shares being Common Stock to be sold by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), as follows:
(a) The Company shall deliver to the Stockholder at least 14 days prior to consummating such Change of Control a written notice (a "Tag-Along Notice") of such transaction; provided, however, Proposed Sale except that (i) if 14 days' prior notice is not practicable, the Tag-Along Notice Holder shall not be given as many days prior required to such transaction as is practicable; and (ii) the Stockholder shall keep make any information regarding the proposed transaction strictly confidential.
(b) If the Stockholder desires to participate in such transaction, the Stockholder must deliver to the Selling Holder, within 7 days of receiving a Tag-Along Rights Notice, written notice (a "Participation Notice") agreements or representations other than its ownership of the Stockholder's desire to participate in such transactionshares it is selling. If the Stockholder does not deliver to the Selling Holder a Participation Notice with respect to such Tag-Along Right within the applicable time periodAs used herein, the Stockholder shall be treated as having waived his right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction on the terms contained in the Tag-Along Rights Notice
(c) The Stockholder shall cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor of the Change of Control.
(d) Each of the Selling Holders and any other party to any such transaction shall have the right, in its sole discretion, at all times prior to consummation of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tag-Along Rights in respect of such transaction pursuant to this Section 6 shall become null and void, and neither the Selling Holder nor any other such party shall have any liability or obligation to the Stockholder with respect thereto. Nothing herein shall be construed to obligate the Selling Holder to accept any offer or terms for, or to consummate, any Change in Control or other transaction.
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering."
Appears in 1 contract
Samples: Investor Rights Agreement (Gbi Capital Management Corp)
Tag-Along Rights. If Excluding any one or more stockholders of Disposition qualifying as a Permitted Transfer, in the Companyevent that any Selling Securityholder receives a Transaction Offer, individually or in a Group (individually and collectively, as applicable, the "Selling Holder") engage in a Change in Control involving a sale of Shares (other than any sale to an Affiliate of such Selling Holder), Securityholder may proceed with such Disposition only pursuant to and in accordance with the Stockholder following provisions of this Section 2.3.
(a) Each Remaining Securityholder shall have the right (a "Tag-Along Right") to participate in such transaction the Transaction Offer on the same material terms and conditions as herein stated, which right shall be exercisable upon written notice to the Selling Holder by including in such transaction Securityholder and the same percentage Company within ten (10) days after delivery to it of the Stockholder's Shares (determined on a Fully Diluted Basis) as the percentage of Shares being sold by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), as follows:Transfer Notice.
(ab) The Company Each of the Remaining Securityholders shall deliver have the right to sell a portion of its Securities pursuant to the Stockholder at least 14 days prior Transaction Offer which is equal to consummating such Change of Control a written notice (a "Tag-Along Notice") of such transaction; provided, however, that the product obtained by multiplying (i) if 14 days' prior notice is not practicablethe total amount of Securities subject to the Transaction Offer by (ii) a fraction, the Tag-Along Notice numerator of which is the total amount of Securities held by such Remaining Securityholder (calculated on a fully diluted basis) on the date of the Transfer Notice, and the denominator of which is the total amount of Securities then held by all Remaining Securityholders and the Selling Securityholder (calculated on a fully diluted basis) on the date of the Transfer Notice. To the extent one or more Remaining Securityholders elect not to sell, or fail to exercise their right to sell, the full amount of such Securities which they are entitled to sell pursuant to this Section 2.3, the other Remaining Securityholders' rights to sell Securities shall be given as many increased proportionately (in accordance with their Pro Rata Parts) and the other Remaining Securityholders shall have an additional ten (10) days prior from the date upon which they are notified of such election or failure to exercise in which to increase the amount of Securities to be sold by them hereunder.
(c) Within fifteen (15) days after the date by which the Remaining Securityholders were first required to notify the Selling Securityholder of their intent to participate, the Company shall notify each participating Remaining Securityholder of the amount of Securities held by such transaction as is practicable; Remaining Securityholder that will be included in the sale and the date on which the Transaction Offer will be consummated, which shall be no later than the later of (i) thirty (30) days after the date by which the Remaining Securityholders were required to notify the Company of their intent to participate and (ii) the Stockholder shall keep satisfaction of any information regarding the proposed transaction strictly confidential.
(b) If the Stockholder desires to participate in such transaction, the Stockholder must deliver to the Selling Holder, within 7 days of receiving a Tag-Along Rights Notice, written notice (a "Participation Notice") of the Stockholder's desire to participate in such transaction. If the Stockholder does not deliver to the Selling Holder a Participation Notice with respect to such Tag-Along Right within the applicable time period, the Stockholder shall be treated as having waived his right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction on the terms contained in the Tag-Along Rights Notice
(c) The Stockholder shall cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shallgovernmental approval or filing requirements, if provided an opportunity to do so, consent to and vote in favor of the Change of Controlany.
(d) Each of the participating Remaining Securityholders may effect its participation in any Transaction Offer hereunder by delivering to the Selling Holders and any other party Securityholder for delivery to any such transaction shall have the rightOfferor, of one or more instruments or certificates, properly endorsed for transfer, representing the Securities it elects to sell therein (which may be in its sole discretion, at all times prior to the form of an amended Agreement). At the time of consummation of such transaction the Transaction Offer, the Offeror shall remit directly to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tag-Along Rights in respect each Remaining Securityholder that portion of such transaction pursuant the sale proceeds to this Section 6 shall become null and void, and neither the Selling Holder nor which each Remaining Securityholder is entitled by reason of its participation therein (less any other such party shall have any liability or obligation adjustments due to the Stockholder with respect thereto. Nothing herein shall be construed to obligate conversion of any convertible securities or the Selling Holder to accept exercise of any offer or terms for, or to consummate, any Change in Control or other transactionexercisable securities).
(e) This In the event that the Transaction Offer is not consummated within the period required by subsection (c) hereof or the Offeror fails timely to remit to each participating Remaining Securityholder its portion of the sale proceeds, the Transaction Offer shall be deemed B-5 45 to lapse, and any Dispositions of Securities pursuant to such Transaction Offer shall be deemed to be in violation of the provisions of this Agreement unless the Selling Securityholder once again complies with the provisions of Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering2.2 and this Section 2.3 hereof with respect to such Transaction Offer.
Appears in 1 contract
Tag-Along Rights. (a) If the P/M Stockholders propose to make a Control Transfer of any one or more stockholders of their Shares, then the Company, individually or in a Group (individually and collectively, as applicable, the "Selling Holder") engage in a Change in Control involving a sale of Shares (other than any sale to an Affiliate of such Selling Holder), the Stockholder Mc/X Stockholders shall have the right (a "Tag-Along Right") ), but not the obligation, to participate in any such transaction sale on the same material terms as the P/M Stockholders by requiring the purchaser to purchase from the Mc/X Stockholder the Mc/X Stockholders Proportionate Share of the Shares to be sold, on the same terms and conditions as pertain to the Selling Holder by including in such transaction the same percentage of the Stockholder's Shares (determined on a Fully Diluted Basis) as the percentage of Shares being to be sold by the Selling Holder P/M Stockholders in such Change of the Control (determined on a Fully Diluted Basis), as follows:Transfer.
(ab) The Company If the P/M Stockholders desire to make a Control Transfer, then at least 10 days before making any such Control Transfer, the P/M Stockholders shall deliver to the Stockholder at least 14 days prior to consummating such Mc/X Stockholders a Change of Control a Notice notifying of the proposed Control Transfer. The Change of Control Notice shall specify the subject Shares and disclose in detail the proposed terms and conditions of the Control Transfer, including without limitation, the price per share to be paid by the transferee, the identity of the transferee, evidence of its financial ability to effectuate the purchase and, if applicable, notice that the Minority Shareholder may include and sell the Mc/X Stockholders Proportionate Share as part of such Control Transfer pursuant to the Tag-Along Right.
(c) If the Mc/X Stockholder wishes to participate in the Control Transfer, it shall provide written notice thereof (a "Tag-Along Notice") to the P/M Stockholders no less than 5 days prior to the proposed date of such transaction; provided, however, that (i) if 14 days' prior notice is not practicable, the Control Transfer. The Tag-Along Notice shall be given as many days prior constitute the Mc/X Stockholder's binding agreement to such transaction as is practicable; sell the Mc/X Stockholders Proportionate Share on the terms and (ii) the Stockholder shall keep any information regarding the proposed transaction strictly confidential.
(b) If the Stockholder desires to participate in such transaction, the Stockholder must deliver conditions applicable. to the Selling Holder, within 7 days of receiving a Tag-Along Rights Notice, written notice (a "Participation Notice") of the Stockholder's desire to participate in such transactionControl Transfer. If the Stockholder proposed transferee or purchaser does not deliver to consummate the Selling Holder a Participation Notice with respect to such Tag-Along Right within purchase of all of the applicable time period, the Stockholder shall be treated as having waived his right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction Shares on the terms contained in and conditions applicable to the Tag-Along Rights Notice
(c) The Stockholder P/M Stockholders, then neither the P/M Stockholders nor the Mc/X Stockholders shall cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity sale of any of its Shares to do so, consent to and vote in favor of the Change of Controlsuch transferee or purchaser.
(d) Each of If the Selling Holders and any other Mc/X Stockholders exercise the Tag-Along Right, the Mc/X Stockholder shall cooperate in consummating the Control Transfer, including, without limitation, by becoming a party to any such transaction shall have the rightsale agreement and all other appropriate related agreements, delivery of certificates and other instruments for their Shares duly endorsed for transfer, free and clear of all liens and encumbrances, and voting or consenting in its sole discretion, at all times prior to consummation favor of such transaction (to abandon, rescind, annul, withdraw the extent a voter consent is required) and taking any other necessary or otherwise terminate such transaction whereupon all Tag-Along Rights appropriate action in respect of such transaction pursuant to this Section 6 shall become null and voidfurtherance thereof, and neither including the Selling Holder nor execution and delivery of any other appropriate agreements, certificates, instruments and other documents, including becoming a party to standard representations, warranties and indemnities in such party shall have any liability or obligation to the Stockholder with respect thereto. Nothing herein shall be construed to obligate the Selling Holder to accept any offer or terms for, or to consummate, any Change in Control or other transactionagreements.
(e) This Section 6 If a Tag-Along Notice is not received by the P/M Stockholders from the Mc/X Stockholders prior to the 5 day period specified above, the P/M Stockholders shall terminate immediately after have the consummation right to sell or otherwise transfer the number of a Shares specified in the Change of Control Notice to the proposed purchaser or an Initial Public Offeringtransferee without any participation by the Mc/X Stockholder, but only on the terms and conditions set forth in the Change of Control Notice.
Appears in 1 contract
Samples: Stockholder Agreement (Ricex Co)
Tag-Along Rights. If Except for a Permitted Transfer, if (X) Exiting Holders propose an Exit Transfer and do not require each other Holder (including Deutsche Bank Securities Inc. and its Affiliates) to Transfer the shares of Common Stock beneficially owned by such Holders to the Exit Transferees, or (Y) any Investor or Investors (such Investor or Investors shall be deemed to be “Exiting Holders” for purposes of this Section 3(c)), acting together or pursuant to a common plan, understanding or arrangement, elect to enter into an agreement to Transfer to any Person, in a bona fide arm’s-length transaction to one or more stockholders third parties none of the Company, individually or in a Group (individually and collectively, as applicable, the "Selling Holder") engage in a Change in Control involving a sale of Shares (other than any sale to which is an Affiliate of any Exiting Holder, fifty percent (50%) or more of the outstanding Common Stock of the Company (any such Selling HolderTransfer pursuant to clause (X) or (Y), a “Partial Exit Transfer”), the Stockholder Holders who are not Exiting Holders (including Deutsche Bank Securities Inc.) in such Partial Exit Transfer (the “Non-Selling Holders”) shall have the right (a "Tag-Along Right") to participate in such transaction Partial Exit Transfer on the same material terms and conditions as the Selling Holder by including in such transaction the same percentage of the Stockholder's Shares (determined on a Fully Diluted Basis) as the percentage of Shares being sold by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), as followsfollowing terms:
(ai) The Exiting Holders shall give the Company prompt written notice (the “Notice of Intent”), setting forth the terms of each proposed Partial Exit Transfer (including the identity of the counterparties thereto) and the proposed closing date.
(ii) The Company shall deliver the Notice of Intent to each Non-Selling Holder within three (3) Business Days of receipt from the Stockholder at least 14 days prior to consummating such Change of Control a written notice (a "Tag-Along Notice") of such transaction; provided, however, that (i) if 14 days' prior notice is not practicable, the Tag-Along Notice shall be given as many days prior to such transaction as is practicable; and (ii) the Stockholder shall keep any information regarding the proposed transaction strictly confidentialExiting Holders.
(biii) If the Stockholder desires to participate in such transactionIn connection with any Partial Exit Transfer, the Stockholder must deliver to the Selling Holder, within 7 days of receiving a Tageach Non-Along Rights Notice, written notice (a "Participation Notice") of the Stockholder's desire to participate in such transaction. If the Stockholder does not deliver to the Selling Holder a Participation Notice with respect to such Tag-Along Right within the applicable time period, the Stockholder shall be treated as having waived his right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction on the terms contained in the Tag-Along Rights Notice
(c) The Stockholder shall cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor of the Change of Control.
(d) Each of the Selling Holders and any other party to any such transaction shall have the right, in its sole discretion, at all times prior to consummation participate in such Partial Exit Transfer on the same terms and conditions as those applicable to the Exiting Holders, including, in the case of such transaction an Exit Transfer pursuant to abandonSection 3(b)(i)(B) or Section 3(b)(i)(C), rescindthat each Non-Selling Holder vote (or consent in writing, annul, withdraw as the case may be) in favor of the Merger or otherwise terminate such transaction whereupon all sale of assets.
(iv) The Non-Selling Holders must exercise their “tag-along” rights by giving written notice to the Exiting Holders within twenty (20) days of the delivery of a Notice of Intent by the Company to the Non-Selling Holders (the “Tag-Along Rights Acceptance Period”), and, in respect the case of a Partial Exit Transfer specified in clause (Y) of Section 3(c) above, specifying the number of shares of Common Stock that such Non-Selling Holder desires to include in the Partial Exit Transfer. Each Non-Selling Holder exercising these “tag-along rights” is referred to as a “Tag-Along Holder.” The Exiting Holders shall attempt to obtain inclusion in the Partial Exit Transfer of the entire number of shares of Common Stock which the Tag-Along Holders beneficially own and are seeking to include. In the event the Exiting Holders shall be unable to obtain the inclusion of such transaction pursuant entire number of shares of Common Stock in such Partial Exit Transfer, the number of shares of Common Stock to this Section 6 be sold in the Partial Exit Transfer by the Exiting Holders and each Tag-Along Holder shall become null and void, and neither be reduced on a pro rata basis according to the Selling Holder nor any other proportion which the number of shares of Common Stock which each such party shall have any liability or obligation beneficially owns bears to the Stockholder with respect thereto. Nothing herein shall be construed to obligate the Selling Holder to accept any offer or terms for, or to consummate, any Change in Control or other transactiontotal number of shares of Common Stock beneficially owned by all such parties.
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.
Appears in 1 contract
Samples: Stockholders' Agreement (Kv Pharmaceutical Co /De/)
Tag-Along Rights. If any one or more stockholders (a) Each Controlling Stockholder who proposes to effect a Tag-Along Sale shall afford each of the CompanyInvestors (each, individually or in a Group (individually and collectively, as applicable, the "Selling HolderTag-Along Stockholder") engage the opportunity to participate therein in a Change accordance with this Section 2.6. Each Controlling Stockholder represents to the Investors that it has not entered into any agreement providing for any rights inconsistent with the rights provided to the Investors in Control involving a sale of Shares this Section 2.6 and that it has not otherwise directly or indirectly granted any such rights. No Controlling Stockholder shall enter into any agreement providing for, or otherwise directly or indirectly grant, any tag-along or other contractual rights (other than customary registration rights) to participate, directly or indirectly, in any sale to an Affiliate Tag-Along Sale without the prior unanimous written approval of such Selling Holder)the Investor Nominees and, so long as the Other Purchasers, in the aggregate, beneficially own at least 33% of the Shares beneficially owned by the Other Purchasers on the Acquisition Date, the Requisite Holders.
(b) With respect to each Tag-Along Sale, each Tag-Along Stockholder shall have the right (a "Tag-Along Right") to participate in such transaction on Transfer, at the same material price and upon identical terms and conditions as such proposed Transfer (except as set forth below), the Selling Holder by including in such transaction the same percentage of the Stockholder's Shares (determined on a Fully Diluted Basis) as the percentage number of Shares being sold owned by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), as follows:
(a) The Company shall deliver to the Stockholder at least 14 days prior to consummating such Change of Control a written notice (a "Tag-Along Notice") of Stockholder equal to such transactionTag-Along Stockholder's Transfer Allotment; provided, however, that (i) if 14 days' a Tag-Along Stockholder may Transfer Shares of a different kind than those transferred by a Controlling Stockholder pursuant to a Tag-Along Sale; and (ii) in the event of a Tag-Along Sale pursuant to a Transfer by a Controlling Stockholder of an interest in a Person that directly or indirectly owns Shares, the price and other terms and conditions of such Tag-Along Sale applicable to each Tag-Along Stockholder and the Shares to be sold by such Tag-Along Stockholder, shall as closely approximate those of the proposed Transfer as is reasonably practicable. At the time any Tag-Along Sale is proposed, the Controlling Stockholders shall give written notice to each Tag-Along Stockholder of its right to sell Shares hereunder (the "Transfer Notice"), which notice shall identify the Proposed Purchaser and state the number of Shares proposed to be Transferred, the proposed offering price (including the form and terms of any non-cash consideration to be received in connection therewith), the proposed date of any such Transfer (the "Transfer Date") and any other material terms and conditions of the proposed Transfer. The Transfer Notice shall also contain a complete and correct copy of any offer to, or agreement with, the Controlling Stockholders by the Proposed Purchaser to purchase such Shares. The Controlling Stockholders shall use their best efforts to deliver the Transfer Notice at least 30 days prior to the Transfer Date and in no event shall the Controlling Stockholders provide such Transfer Notice later than 21 days prior to the Transfer Date.
(c) Each Tag-Along Stockholder that wishes to participate in the Tag-Along Sale shall provide written notice is (or oral notice confirmed in writing) (the "Tag-Along Notice") 15 to the Controlling Stockholders no less than 7 days prior to the Transfer Date. The Tag-Along Notice shall set forth the number and kind of Shares that such Tag-Along Stockholder elects to include in the Transfer, which shall not practicable, exceed such Tag-Along Stockholder's Transfer Allotment; provided that the failure of a Tag-Along Stockholder to correctly specify a number or kind of Shares not exceeding its Transfer Allotment shall not affect the rights such Tag-Along Stockholder may otherwise have under this Section 2.6 (and any specified Shares in excess of such Tag-Along Stockholder's Transfer Allotment shall be treated as Additional Shares). The Tag-Along Notice shall also specify the aggregate number and kind of additional Shares owned of record by such Tag-Along Stockholder as of the close of business on the second day immediately preceding the date on which the Tag-Along Notice is given by such Tag-Along Stockholder, if any, which such Tag-Along Stockholder desires also to include in the Transfer ("Additional Shares") in the event there is any under-subscription for the entire amount of all Tag-Along Stockholders' Transfer Allotments. In the event there is an under-subscription by the Tag-Along Stockholders for any portion of the aggregate Tag-Along Stockholders' Transfer Allotments, the Controlling Stockholders shall apportion the unsubscribed Tag-Along Stockholders' Transfer Allotments to Tag-Along Stockholders whose Tag-Along Notices specified an amount of Additional Shares, which apportionment shall be on a pro rata basis among such Tag-Along Stockholders in accordance with the number of Additional Shares specified by all such Tag-Along Stockholders in their Tag-Along Notices. The Tag-Along Notices given as many days prior by the Tag-Along Stockholders shall constitute their binding agreements to sell such transaction as is practicable; Shares on the terms and (ii) the Stockholder shall keep any information regarding the proposed transaction strictly confidential.
(b) If the Stockholder desires to participate in such transaction, the Stockholder must deliver conditions applicable to the Selling Holder, within 7 days of receiving Transfer. If a Tag-Along Rights NoticeNotice is not received by the Controlling Stockholders from a Tag-Along Stockholder prior to the 7-day period specified above, written notice the Controlling Stockholders shall have the right to sell or otherwise Transfer the number of Shares specified in the Transfer Notice to the Proposed Purchaser specified in the Transfer Notice without any participation by such Tag-Along Stockholder (subject to the right of other Tag-Along Stockholders to sell Additional Shares in the event of an under-subscription by Tag-Along Stockholders, as described above), but only on terms and conditions with respect to the consideration paid by the Proposed Purchaser no more favorable (and other material terms and conditions which a "Participation Notice"reasonable investor would consider significant to the decision to include Shares in the Transfer no more favorable in any material respect) to the Controlling Stockholders than as stated in the Transfer Notice to the Tag-Along Stockholders, and only if such Transfer occurs on a date within 45 Business Days of the Stockholder's desire Transfer Date.
(d) No Tag-Along Stockholder shall be required to participate make any representations and warranties to any Person in connection with such transaction. If Tag-Along Sale except as to (i) good title and the Stockholder does not deliver to the Selling Holder a Participation Notice absence of liens with respect to such Tag-Along Right within Stockholder's Shares, (ii) the applicable time periodcorporate or other existence of such Tag-Along Stockholder and (iii) the authority for and the validity and binding effect of, and the absence of any conflicts under the charter documents and material agreements of such Tag-Along Stockholder as to, any agreements entered into by such Tag-Along Stockholder in connection with such Transfer. No Tag-Along Stockholder shall be treated as having waived his right required to participate provide any indemnities in connection with such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction on the terms contained in the Tag-Along Rights Notice
(c) The Stockholder shall cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor of the Change of Control.
(d) Each of the Selling Holders and any other party to any such transaction shall have the right, in its sole discretion, at all times prior to consummation Sale except for a breach of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tag-Along Rights in respect of such transaction pursuant to this Section 6 shall become null representations and void, and neither the Selling Holder nor any other such party shall have any liability or obligation to the Stockholder with respect thereto. Nothing herein shall be construed to obligate the Selling Holder to accept any offer or terms for, or to consummate, any Change in Control or other transactionwarranties.
(e) This The provisions of this Section 6 2.6 shall terminate immediately after the consummation not apply to any Transfers (i) by a Controlling Stockholder to a Permitted Transferee of such Controlling Stockholder (provided that such Permitted Transferee has agreed to be bound by this Agreement as contemplated by Section 2.9 hereof), (ii) pursuant to a Change of Control or an Initial Public Offering., (iii) pursuant to a Rule 144 Open Market Transaction of which each of the Investor Nominees and each Purchaser who beneficially owns at
Appears in 1 contract
Samples: Stockholders Agreement (Dominicks Supermarkets Inc)
Tag-Along Rights. If (a) In the event that ACAS elects to sell or have redeemed less than fifty percent (50%) of its holdings of any one or more stockholders of the Company, individually or in a Group (individually and collectively, as applicable, the "Selling Holder") engage in a Change in Control involving a sale of Shares (other than any sale to an Affiliate of such Selling Holder), the Stockholder shall have the right (a "Tag-Along Right") to participate in such transaction on the same material terms and conditions as the Selling Holder by including in such transaction the same percentage of the Stockholder's Shares Corporation Securities (determined on a Fully Diluted Basis) as in one transaction or a series of related transactions, it shall provide written notice (an “ACAS Limited Sale Notice”) to all Other Stockholders and such Other Stockholders have the percentage right to participate in the contemplated sale or redemption by delivering written notice to ACAS and the Corporation within twenty (20) days after the date of Shares being sold by delivery of the Selling Holder ACAS Limited Sale Notice. If an Other Stockholder elects to participate in such Change sale or redemption, such Stockholder will be entitled to sell in the contemplated sale or redemption, at the same price and on the same terms as ACAS is selling Corporation Securities, a number of Control Corporation Securities of the same type
(b) In the event that ACAS elects to sell or have redeemed fifty percent (50%) or more of its holdings of any Corporation. Securities (determined on a Fully Diluted Basis)) in one transaction or a series of related transactions, as follows:
(a) The Company it shall deliver to the Stockholder at least 14 days prior to consummating such Change of Control a provide written notice (a "Tag-Along an “ACAS Sale Notice"”) to all Other Stockholders and such Other Stockholders have the right to participate in the contemplated sale or redemption by delivering written notice to ACAS and the Corporation within twenty (20) days after the date of such transaction; provided, however, that (i) if 14 days' prior notice is not practicable, delivery of the Tag-Along Notice shall be given as many days prior to such transaction as is practicable; and (ii) the ACAS Sale Notice. If an Other Stockholder shall keep any information regarding the proposed transaction strictly confidential.
(b) If the Stockholder desires elects to participate in such transactionsale or redemption, such Stockholder will be entitled to sell in the Stockholder must deliver contemplated sale or redemption, at the same price and on the same terms as ACAS is selling Corporation Securities up to all of the Corporation Securities owned by such Other Stockholder, as it may elect. (c) ACAS will use reasonable commercial efforts to obtain the agreement of the prospective transferee(s) to the Selling Holder, within 7 days participation of receiving a Tag-Along Rights Notice, written notice (a "Participation Notice"each other participating Other Stockholder in the contemplated sale and will not Transfer any Corporation Securities to the prospective transferee(s) if such transferee(s) refuses to allow the participation of the Stockholder's desire each Other Stockholder electing to participate in such transaction. If In the Stockholder does not deliver to event of the Selling Holder a Participation Notice with respect to such Tag-Along Right within the applicable time periodsale of multiple types of Corporation Securities (including Preferred Stock), the Stockholder shall value to be treated as having waived his right paid thereunder with regard to participate any particular class of securities will be assigned in the following manner: (i) all outstanding notes will be valued at their full outstanding principal amount plus all accrued and unpaid interest, prepayment premiums and other fees and costs; (ii) all shares of Preferred Stock will be valued at their liquidation value plus, without duplication, accrued and unpaid dividends; (iii) the remaining value will be allocated next to any Warrants included in such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction sale, pro rata at their respective Fair Market Value; and (iv) any remaining value will then be allocated pro rata among shares of Common Stock (on the terms contained in the Tag-Along Rights Notice
(c) The Stockholder shall cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentationa Fully Diluted Basis, excluding any Warrants), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor of the Change of Control.
(d) Each of the Selling Holders and any other party to any such transaction shall have the right, in its sole discretion, at all times prior to consummation of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tag-Along Rights in respect of such transaction pursuant to this Section 6 shall become null and void, and neither the Selling Holder nor any other such party shall have any liability or obligation to the Stockholder with respect thereto. Nothing herein shall be construed to obligate the Selling Holder to accept any offer or terms for, or to consummate, any Change in Control or other transaction.
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.
Appears in 1 contract
Samples: Stockholders Agreement
Tag-Along Rights. If (a) No Sponsor Shareholder shall Transfer any one or more stockholders of shares in the Company, individually or Company other than for cash in a Group (individually and collectively, as applicablean arm's length transaction in accordance with this Agreement, the Share Retention and Project Funds Agreement, the Investment Agreement, and the other Loan Documents. If, at any time, any Sponsor Shareholder (a "Selling HolderTransferring Sponsor Shareholder") engage proposes to Transfer shares in the Company to any proposed transferee in any transaction or series of related or similar transactions (such proposed Transfer by a Change in Control involving Transferring Sponsor Shareholder, a sale of Shares (other than any sale to an Affiliate of such Selling Holder"Sponsor Transfer"), such Transferring Sponsor Shareholder shall afford IFC the Stockholder opportunity to participate proportionately in such Sponsor Transfer in accordance with this Section 3.3.
(b) IFC shall have the right (a "Tag-Along Right") to participate in such transaction on Transfer, at the same material price and upon identical terms and conditions as such proposed Sponsor Transfer, such percentage of IFC's shares in the Selling Holder by including in such transaction Company as shall equal the same following percentage: the percentage of the Stockholder's Shares (determined on a Fully Diluted Basis) as the percentage of Shares Company being sold Transferred by the Selling Holder Transferring Sponsor Shareholder multiplied by the quotient of 100 divided by 90. Thus, for example, if RDC of Nepal Transfers five percent (5%) of the total shares in the Company and IFC owns one hundred (100) shares in the Company, IFC would be entitled to sell on account thereof the following number of shares in the Company: (5% x 100/90) of 100 shares, which equals 5.56 shares. At the time of any such Change proposed Sponsor Transfer, such Transferring Sponsor Shareholder shall give notice to IFC of Control (determined on a Fully Diluted Basis), as follows:
(a) The its right to sell shares in the Company shall deliver to the Stockholder at least 14 days prior to consummating such Change of Control a written notice hereunder (a "Tag-Along Notice") ), which notice shall identify the proposed purchaser and state the number of shares in the Company proposed to be Transferred in such transaction; provided, however, that (i) if 14 days' prior notice is not practicableSponsor Transfer, the proposed offering price and any other material terms and conditions of the proposed Sponsor Transfer. The Tag-Along Notice shall be given as many days prior also contain a true and correct copy of any offer to such transaction as is practicable; and (ii) the Stockholder shall keep any information regarding Transferring Sponsor Shareholder by the proposed transaction strictly confidentialpurchaser to purchase such shares in the Company.
(bc) If Within forty-five (45) calendar days after the Stockholder desires date of delivery of a Tag-Along Notice, IFC may elect to participate in such transaction, the Stockholder must deliver Sponsor Transfer pursuant to the Selling Holder, within 7 days terms and conditions of receiving a Tag-Along Rights Notice, written notice (a "Participation Notice") of the Stockholder's desire to participate in such transaction. If the Stockholder does not deliver to the Selling Holder a Participation Notice with respect to such Tag-Along Right within Notice by delivery of a notice to the applicable time periodTransferring Sponsor Shareholder. IFC shall not be required to make any representations and warranties to any Person in connection with such Transfer except as to the existence of its legal title in, and the Stockholder shall be treated as having waived his right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment absence of security interests created by the Stockholder to participate IFC in, IFC's shares in the transaction on Company and the terms contained authority for and the validity and binding effect, against IFC, of any normal and customary agreements entered into by IFC in the Tag-Along Rights Notice
(c) The Stockholder shall cooperate in connection with such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor of the Change of ControlTransfer.
(d) Each Notwithstanding anything to the contrary contained in Section 3.3(a), (b) or (c), the provisions of such sections shall not apply to the Transfer by HIPC of an amount of Shares of the Selling Holders Company not to exceed five percent (5%) to Panda of Nepal and/or RDC of Nepal in accordance with Section 2.1(a)(iv) of the Share Retention and any other party Project Funds Agreement. This Section 3.3(d) shall not apply to any such transaction shall have the right, in its sole discretion, at all times prior to consummation a Transfer by a transferee or assignee of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tag-Along Rights in respect of such transaction pursuant to this Section 6 shall become null and void, and neither the Selling Holder nor any other such party shall have any liability or obligation to the Stockholder HIPC with respect thereto. Nothing herein shall be construed to obligate the Selling Holder to accept any offer or terms for, or to consummate, any Change in Control or other transactionsuch Shares.
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.
Appears in 1 contract
Tag-Along Rights. (a) If any one or more stockholders Stockholders other than Xxxx NAOC ("Selling Stockholder") proposes to sell Capital Stock to a third party purchaser other than a Permitted Transferee (the "Prospective Purchaser") pursuant to a bona fide offer to purchase such Capital Stock (a "Qualified Offer") and, in the case where the Selling Stockholder is a holder of Class B Common Stock, the Capital Stock proposed to be sold represents 5% or more of the CompanyCapital Stock then outstanding (calculated on a fully diluted basis), individually or in a Group (individually and collectively, as applicable, the "such Selling Holder") Stockholders may engage in a Change in Control involving a sale such transaction, subject to their prior compliance with Section 4.2, only if they assure that the other Stockholders or holders of Shares Options (other than any sale to an Affiliate of such Selling Holder), the Stockholder shall have the right (a "Tag-Along RightStockholders") also shall be afforded the right to participate in such transaction sell a proportionate share of their Capital Stock or Options to the Prospective Purchaser simultaneously therewith on the same material terms and conditions at least as favorable to the Selling Stockholders as the terms and conditions set out in the Qualified Offer. Upon receipt by one or more Selling Holder by including in such transaction the same percentage Stockholders of the Stockholder's Shares (determined on a Fully Diluted Basis) as the percentage of Shares being sold by Qualified Offer, the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), as follows:
(a) The Company Stockholders shall deliver to notify the Stockholder at least 14 days prior to consummating such Change of Control a written notice (a "Tag-Along Stockholders in writing of such offer and its terms and conditions (the "Offer Notice") ), which written notice shall include the name of such transaction; provided, however, that (i) if 14 days' prior notice is not practicablethe Prospective Purchaser and the consideration offered in connection therewith. In order to exercise their right to sell their Capital Stock or Options as set forth above, the Tag-Along Stockholders must provide written notice of such intention to the Selling Stockholders within 20 days after the date of their receipt of the Offer Notice. If the Tag-Along Stockholders do not provide such written notice within 20 days, the Selling Stockholders may sell their Capital Stock to the Prospective Purchaser on the terms of the Qualified Offer as long as such sale is consummated within 75 days after the date of the Offer Notice. If the Capital Stock is not transferred to the Prospective Purchaser within such period, a new Offer Notice shall must be given as many days prior to before the Selling Stockholders may sell any Capital Stock. Each participating Tag-Along Stockholder individually, not jointly and severally, shall make such transaction as is practicable; Tag-Along Stockholder's proportionate share of any representations and (ii) warranties made in connection with any such Transfer. In no event shall any Tag-Along Stockholder be liable for indemnification or similar obligations in connection with such Transfer other than severally on a pro rata basis in an amount not greater than the proceeds actually received by such Tag-Along Stockholder shall keep any information regarding the proposed transaction strictly confidentialin connection with such Transfer.
(b) If the Stockholder desires The co-sale rights provided to participate in such transaction, the Stockholder must deliver to the Selling Holder, within 7 days of receiving a any Tag-Along Rights NoticeStockholder under Section 4.3(a) shall be applicable to any direct or indirect sale (including by means of a merger, written notice (a "Participation Notice"reorganization, or other similar transaction) of the Capital Stock of the Company held by a Stockholder's desire , other than Xxxx NAOC, including any transfer (including by means of a merger, reorganization, or other similar transaction) of all or substantially all of the issued and outstanding capital stock, or its equivalent, of such Stockholder or its Affiliates to participate a third party; provided that Section 4.3(a) shall not apply to a Transfer of Capital Stock by a Stockholder that is an advisory client of Franklin or a limited partner or comparable passive investor in such transaction. If a fund or other investment vehicle included in the Stockholder does not deliver definition of "WLR" that receives capital stock pursuant to a normal course distribution (including a winding up) pursuant to the Selling Holder a Participation Notice with respect to such Tag-Along Right within the applicable time period, the Stockholder shall be treated as having waived his right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction on the terms contained in the Tag-Along Rights Notice
(c) The Stockholder shall cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor of the Change of Control.
(d) Each of the Selling Holders and any other party to any such transaction shall have the right, in its sole discretion, at all times prior to consummation constituent documents of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tag-Along Rights in respect of such transaction pursuant to this Section 6 shall become null and void, and neither the Selling Holder nor any other such party shall have any liability or obligation to the Stockholder with respect thereto. Nothing herein shall be construed to obligate the Selling Holder to accept any offer or terms for, or to consummate, any Change in Control fund or other transactioninvestment vehicle.
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.
Appears in 1 contract
Tag-Along Rights. (a) If at any one or more stockholders of the Company, individually or in a Group time any Founder Shareholder (individually and collectively, as applicable, the "Selling HolderTRANSFERRING SHAREHOLDER") engage in a Change in Control involving a sale proposes to Transfer any shares of Shares Common Stock (other than any sale Permitted Transfers), then at least twenty five (25) days prior to an Affiliate the expected closing of such Selling Holder)Transfer, such Transferring Shareholder shall deliver a written notice (the Stockholder shall have the right (a "Tag-Along RightSALE NOTICE") to the Sponsor offering the Sponsor the option to participate in such transaction on proposed Transfer. Such Sale Notice shall specify in reasonable detail the same material identity of the prospective Transferee and, to the extent known, the terms and conditions as the Selling Holder by including in such transaction the same percentage of the Stockholder's Shares (determined on a Fully Diluted Basis) as the percentage of Shares being sold by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), as follows:
(a) The Company shall deliver to the Stockholder at least 14 days prior to consummating such Change of Control a written notice (a "Tag-Along Notice") of such transaction; provided, however, that (i) if 14 days' prior notice is not practicable, the Tag-Along Notice shall be given as many days prior to such transaction as is practicable; and (ii) the Stockholder shall keep any information regarding the proposed transaction strictly confidentialTransfer.
(b) If Sponsor may, within 15 days of the Stockholder desires receipt of a Sale Notice, give written notice (each, a "TAG-ALONG NOTICE") to the Transferring Shareholder stating that Sponsor wishes to participate in such transaction, proposed Transfer and stating that such notice is binding and irrevocable and specifying the Stockholder must deliver amount of Common Stock Sponsor desires to include in such proposed Transfer.
(c) If Sponsor does not give the Selling Holder, within 7 days of receiving Transferring Shareholder a timely Tag-Along Rights Notice, written notice (a "Participation Notice") of the Stockholder's desire to participate in such transaction. If the Stockholder does not deliver to the Selling Holder a Participation Notice with respect to such the Transfer proposed in the Sale Notice, the Transferring Shareholder may thereafter transfer the shares specified in the Sale Notice on substantially the same terms and conditions set forth in the Sale Notice. If Sponsor gives the Transferring Shareholder a timely Tag-Along Right within Notice, then the applicable time period, Transferring Shareholder shall use all reasonable efforts to cause the Stockholder shall be treated as having waived his right prospective Transferee(s) to participate agree to acquire all shares identified in such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction on the terms contained in the Tag-Along Rights Notice
(c) The Stockholder shall cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor of the Change of Control.
(d) Each of the Selling Holders and any other party to any such transaction shall have the right, in its sole discretion, at all times prior to consummation of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tag-Along Rights Notices that are timely given to the Transferring Shareholder, upon the same terms and conditions as applicable to the Transferring Shareholder's shares. If such prospective Transferee (s) are unwilling or unable to acquire all shares proposed to be included in respect such sale upon such terms, then the Transferring Shareholder may elect either to cancel such proposed Transfer or to allocate the maximum number of such transaction pursuant shares that each prospective Transferee is willing to this Section 6 shall become null and voidpurchase among the Transferring Shareholder or Transferring Shareholders, as the case may be, and neither the Selling Holder nor any other Sponsor in proportion to such party shall have any liability Shareholders' (including the Transferring Shareholder's or obligation to Transferring Shareholders', as the Stockholder with respect thereto. Nothing herein shall be construed to obligate the Selling Holder to accept any offer or terms for, or to consummate, any Change in Control or other transactioncase may be) Proportionate Percentages.
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.
Appears in 1 contract
Tag-Along Rights. If (1) The Shareholders shall be entitled to request from any Selling Shareholder, to the extent that the latter is entitled under Sec. 10 (3) to sell shares to the purchaser named in the Notification and provided that the purchaser is not one or more stockholders of the CompanyShareholders, individually or in a Group (individually and collectively, as applicable, to co-sell shares held by the "Selling Holder") engage in a Change in Control involving a sale of Shares Shareholders (other than any sale the Selling Shareholder) to an Affiliate of such Selling Holder), the Stockholder shall have purchaser named in the right Notification at the same terms and conditions as stated therein (a "the “Tag-Along Right"”). Each Shareholder (other than the Selling Shareholder) may (i) request the co-sale of shares and (ii) state to participate in such transaction on be willing to acquire shares of the Selling Shareholder under his right of first refusal pursuant to Sec. 10 at the same material terms time to the effect that the co-sale shall occur if no rights of first refusal apply pursuant to Sec. 10 (3). No co-sale rights shall apply with regard to a sale and conditions as transfer of shares in exercise of the right of first refusal pursuant to Sec. 10.
(2) The Tag-Along Right shall be exercised within the 30-days-periods under Sec. 10 (2) by written declaration to the Selling Holder by including Shareholder with a copy to the chairman of the Company’s supervisory board, stating the number of shares which the respective Shareholder wishes to be co-sold. If the respective Shareholder considers the purchaser named in the Notification a competitor of the Company or a company affiliated with such transaction competitor, and on this basis asserts Sec.11 (4) below to apply, he shall state this, too, in the written declaration (“Assertion of Competition”).
(3) In the event that the purchaser named in the Notification is not willing to purchase all of the shares that the Selling Shareholder and the Shareholders wish to be sold, the Selling Shareholder shall not be entitled to sell shares to the purchaser unless (and subject to Sec. 11 (4) below) shares of the Shareholders who have requested the co-sale of shares pursuant to Sec. 11 (2) are being sold to the purchaser pro rata (i.e., the same percentage of the Stockholder's Shares (determined on a Fully Diluted Basis) as respective shareholdings — prior to the percentage sale — of Shares being sold by the Selling Holder in such Change of Control (determined on Shareholder and the Shareholders, who have requested a Fully Diluted Basisco-sale, are being sold), as follows:
(a) The Company shall deliver to the Stockholder at least 14 days prior to consummating such Change of Control a written notice (a "Tag-Along Notice") of such transaction; provided, however, that (i) if 14 days' prior notice is not practicable, the Tag-Along Notice shall be given as many days prior to such transaction as is practicable; and (ii) the Stockholder shall keep any information regarding the proposed transaction strictly confidential.
(b4) If the Stockholder desires to participate in such transactionThe provisions of Sec. 11 (3) notwithstanding, the Stockholder must deliver Selling Shareholder shall not be entitled to sell shares to the Selling Holder, within 7 days of receiving a Tag-Along Rights Notice, written notice (a "Participation Notice") purchaser without all of the Stockholder's desire shares that the Shareholders requested to participate be co-sold being equally sold, if the purchaser named in the Notification is a competitor of the Company or a company affiliated with such transaction. If competitor, or if, as a result of the Stockholder does not deliver to the Selling Holder a Participation Notice with respect to such Tag-Along Right within the applicable time periodshare sale, the Stockholder purchaser (and, if applicable, all companies affiliated with the purchaser) would hold more than 50% of the Company’s share capital. Subject only to a final and binding court decision, an Assertion of Competition shall be treated as having waived his right to participate in such transactionbinding on all parties for the purposes of this Sec. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction on the terms contained in the Tag-Along Rights Notice
11 (c) The Stockholder shall cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation4), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor of the Change of Control.
(d) Each of the Selling Holders and any other party to any such transaction shall have the right, in its sole discretion, at all times prior to consummation of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tag-Along Rights in respect of such transaction pursuant to this Section 6 shall become null and void, and neither the Selling Holder nor any other such party shall have any liability or obligation to the Stockholder with respect thereto. Nothing herein shall be construed to obligate the Selling Holder to accept any offer or terms for, or to consummate, any Change in Control or other transaction.
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.
Appears in 1 contract
Samples: Investment and Shareholders’ Agreement (Valera Pharmaceuticals Inc)
Tag-Along Rights. If any one or more stockholders of If, within ninety (90) days after the Companydate hereof, individually or in a Group ---------------- Xxxxx Xxxxxxx and his immediate family and affiliates (individually and collectively, as applicable, the "Selling HolderFrydman Group") engage propose to sell a controlling interest in a Change in Control involving a sale of Shares (other than any sale Purchaser to an Affiliate of such Selling Holder-------------- unaffiliated party (the "Transfer Transaction"), then the Stockholder Sellers shall have the -------------------- right (a "Tag-Along Right") to participate in such transaction transfer their Purchase Price Shares on the same terms as the Frydman Group pursuant to the Proposed Transaction, as set forth herein. In the event the Frydman Group desires to effect a Transfer Transaction, it shall provide to the Sellers an Offer Notice notifying them of the material terms of such proposed Transfer Transaction and giving each Seller the opportunity to participate therein on the same terms and conditions as the Selling Holder by including in such transaction the same percentage of the Stockholder's Shares (determined on a Fully Diluted Basis) as the percentage of Shares being sold by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), as follows:
(a) The Company shall deliver those offered to the Stockholder at least 14 days prior to consummating such Change of Control a written notice (a "Tag-Along Notice") of such transaction; provided, however, that (i) if 14 days' prior notice is not practicable, the Tag-Along Notice shall be given as many days prior to such transaction as is practicable; and (ii) the Stockholder shall keep any information regarding the proposed transaction strictly confidential.
(b) If the Stockholder desires to participate in such transaction, the Stockholder must deliver to the Selling Holder, within 7 days of receiving a Tag-Along Rights Notice, written notice (a "Participation Notice") of the Stockholder's desire to participate in such transaction. If the Stockholder does not deliver to the Selling Holder a Participation Notice with respect to such Tag-Along Right within the applicable time period, the Stockholder shall be treated as having waived his right to participate in such transactionFrydman Group. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction on the terms contained in the Tag-Along Rights Notice
(c) The Stockholder shall cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor of the Change of Control.
(d) Each of the Selling Holders and any other party to any such transaction Sellers shall have the right, for a period of 15 days after the delivery of the Offer Notice, to accept such offer in its sole discretionwhole or in part by delivering a written notice to the Frydman Group and the Corporation, at all times prior within such 15-day period, stating the number of the Purchase Price Shares (which may be the number of shares set forth in the Offer Notice or a portion thereof) desired to consummation be sold by each of the Sellers to the proposed transferee. In the event the total number of shares the Frydman Group and the participating Sellers desire to Transfer are not able to be transferred, then each such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tag-Along Rights in respect of such transaction pursuant to this Section 6 shall become null and void, and neither the Selling Holder nor any other such electing party shall have any liability or obligation the opportunity to sell such percentage of its shares as shall correspond to its respective percentage equity ownership of Purchaser. Prior to the Stockholder with respect thereto. Nothing herein earlier of (x) the end of such 15-day period or (y) the acceptance or rejection by each of the Sellers of the Frydman Group's offer, as the case may be, the Frydman Group shall be construed not complete any sale of their shares of the Sherwood Common Stock to obligate the Selling Holder to accept any offer or terms for, or to consummate, any Change in Control or other transactionproposed transferee.
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.
Appears in 1 contract
Tag-Along Rights. (a) If at any one time a Shareholder (the “Selling Shareholder”) proposes to Transfer any of its Common Shares to a Third Party Purchaser (the “Proposed Transferee”), such Selling Shareholder (and if the Selling Shareholder is a Trident Shareholder and the Trident Shareholders cannot or more stockholders of the Companyhave not elected to exercise their rights to effect a Drag-along Sale in accordance with Section 3.03), individually or in a Group (individually and collectively, as applicable, the "Selling Holder") engage in a Change in Control involving a sale of Shares each other Shareholder (other than any sale to an Affiliate of such Selling Holder)the Atrium Nominee) (each, the Stockholder shall have the right (a "“Tag-Along Right"along Shareholder”) shall be permitted to participate in such transaction Transfer (a “Tag-along Sale”) on the same material terms and conditions as set forth in this Section 3.04.
(b) Prior to the consummation of any such Transfer of Common Shares described in Section 3.04(a), and after satisfying its obligations (if any) pursuant to Section 3.02, the Selling Holder by including in such transaction the same percentage of the Stockholder's Shares (determined on a Fully Diluted Basis) as the percentage of Shares being sold by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), as follows:
(a) The Company Shareholder shall deliver to the Stockholder at least 14 days prior to consummating such Change of Control Company and each other Shareholder a written notice (a "“Sale Notice”) of the proposed Tag-Along Notice") along Sale subject to this Section 3.04 no later than 20 Business Days prior to the closing date of such transaction; provided, however, that the Tag-along Sale. The Sale Notice shall make reference to the Tag-along Shareholders’ rights hereunder and shall describe in reasonable detail:
(i) if 14 days' prior notice is not practicable, the Tag-Along Notice shall be given as many days prior aggregate number of Common Shares the Proposed Transferee has offered to such transaction as is practicable; and purchase;
(ii) the Stockholder shall keep any information regarding identity of the Proposed Transferee;
(iii) the proposed transaction strictly confidentialdate, time and location of the closing of the Tag-along Sale;
(iv) the per share purchase price and the other material terms and conditions of the Transfer, including a description of any non-cash consideration in sufficient detail to permit the valuation thereof; and
(v) a copy of any form of agreement proposed to be executed in connection therewith.
(bc) Each Tag-along Shareholder shall exercise its right to participate in a Transfer of Common Shares by the Selling Shareholder subject to this Section 3.04 by delivering to the Selling Shareholder and the Company a written notice (a “Tag-along Notice”) stating its election to do so and specifying the number of Common Shares to be Transferred by it no later than five Business Days after receipt of the Sale Notice (the “Tag-along Period”). If there are no Tag-along Shareholders or if all of the Stockholder desires Tag-along Shareholders deliver to the Selling Shareholder and the Company Tag-along Notices with respect to all of the Common Shares held by such Tag-along Shareholders, then the Company shall deliver a notice to the Atrium Nominee within three Business Days of the end of the Tag-along Period notifying the Atrium Nominee of that fact whereupon the Atrium Nominee shall be entitled to elect to participate in such transaction, Tag-along Sale under this Section 3.04 alongside the Stockholder must deliver other Shareholders in respect of all of the Common Shares held by it (but not part only thereof) by delivering to the Selling Holder, within 7 days of receiving Shareholder and the Company a Tag-Along Rights Notice, written notice (a "Participation “Atrium Nominee Tag Notice"”) within five Business Days after the end of the Stockholder's desire Tag-along Period stating its election to participate do so (and in such transactionwhich case references hereafter to “Tag-along Shareholder(s)” shall be construed to include the Atrium Nominee accordingly). If the Stockholder does not deliver The offer of each Tag-along Shareholder set forth in a Tag-along Notice (or an Atrium Nominee Tag Notice, as applicable) shall be irrevocable, and, to the Selling Holder a Participation Notice with respect to extent such offer is accepted, such Tag-Along Right within the applicable time period, the Stockholder along Shareholder shall be treated as having waived his right bound and obligated to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate Transfer in the transaction proposed Transfer on the terms contained and conditions set forth in this Section 3.04. The Selling Shareholder and each Tag-along Shareholder shall have the right to Transfer in a Transfer subject to this Section 3.04 the number of Common Shares equal to the product of (x) the aggregate number of Common Shares the Proposed Transferee proposes to buy as stated in the Sale Notice and (y) a fraction (A) the numerator of which is equal to the number of Common Shares then held by the Selling Shareholder or such Tag-Along Rights Notice
(c) The Stockholder shall cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation)along Shareholder, as the case may be, and (B) the denominator of which is equal to the number of shares then held by the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to Shareholder and vote in favor of the Change of Controleach Tag-along Shareholder.
(d) Each Tag-along Shareholder that does not deliver a Tag-along Notice (or an Atrium Nominee Tag Notice, as applicable) in compliance with Section 3.04(c) above shall be deemed to have waived all of such Tag-along Shareholder’s rights to participate in such Transfer, and the Selling Holders and Shareholder shall (subject to the rights of any other party to any such transaction shall have the right, in its sole discretion, at all times prior to consummation of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all participating Tag-Along Rights along Shareholder) thereafter be free to Transfer to the Proposed Transferee its Common Shares at a per share price that is no greater than the per share price set forth in respect of such transaction pursuant the Sale Notice and on other terms and conditions which are not materially more favorable to this Section 6 shall become null and void, and neither the Selling Holder nor Shareholder than those set forth in the Sale Notice without any other such party shall have any liability or further obligation to the Stockholder with respect thereto. Nothing herein shall be construed to obligate the Selling Holder to accept any offer or terms for, or to consummate, any Change in Control or other transactionnon-accepting Tag-along Shareholders.
(e) This Each Tag-along Shareholder participating in a Transfer pursuant to this Section 6 3.04 shall terminate immediately receive the same consideration per share as the Selling Shareholder after deduction of such Tag-along Shareholder’s proportionate share of the related expenses in accordance with Section 3.04(g) below.
(f) Each Tag-along Shareholder shall make or provide the same representations, warranties, covenants, indemnities and agreements as the Selling Shareholder makes or provides in connection with the Tag-along Sale (except that in the case of representations, warranties, covenants, indemnities and agreements pertaining specifically to the Selling Shareholder, the Tag-along Shareholder shall make the comparable representations, warranties, covenants, indemnities and agreements pertaining specifically to itself); provided that all representations, warranties, covenants and indemnities shall be made by the Selling Shareholder and each Tag-along Shareholder severally and not jointly and any indemnification obligation in respect of breaches of representations and warranties shall be pro rata based on the consideration received by the Selling Shareholder and each Tag-along Shareholder, in each case in an amount not to exceed the aggregate proceeds received by the Selling Shareholder and each such Tag-along Shareholder in connection with any Tag-along Sale.
(g) The fees and expenses of the Selling Shareholder incurred in connection with a Tag-along Sale and for the benefit of all Shareholders (it being understood that costs incurred by or on behalf of the Selling Shareholder for its sole benefit will not be considered to be for the benefit of all Shareholders), to the extent not paid or reimbursed by the Company or the Proposed Transferee, shall be shared by all the Shareholders participating in the Tag-along Sale on a pro rata basis, based on the aggregate consideration received by each such Shareholder; provided that no Shareholder shall be obligated to make or reimburse any out-of-pocket expenditure prior to the consummation of the Tag-along Sale.
(h) Each Tag-along Shareholder shall take all actions as may be reasonably necessary to consummate the Tag-along Sale, including entering into agreements and delivering certificates and instruments, in each case consistent with the agreements being entered into and the certificates being delivered by the Selling Shareholder.
(i) The Selling Shareholder shall have 180 days following the expiration of the Tag-along Period in which to Transfer the Common Shares described in the Sale Notice, on the terms set forth in the Sale Notice (which such 180-day period may be extended for a Change reasonable time not to exceed 270 days to the extent reasonably necessary to obtain any Government Approvals). If at the end of Control such period, the Selling Shareholder has not completed such Transfer, the Selling Shareholder may not then effect a Transfer of Common Shares subject to this Section 3.04 without again fully complying with the provisions of this Section 3.04.
(j) If the Selling Shareholder Transfers to the Proposed Transferee any of its Common Shares in breach of this Section 3.04, then each Tag-along Shareholder shall have the right to Transfer to the Selling Shareholder, and the Selling Shareholder undertakes to purchase from each Tag-along Shareholder, the number of Common Shares that such Tag-along Shareholder would have had the right to Transfer to the Proposed Transferee pursuant to this Section 3.04, for a per share amount and form of consideration and upon the terms and conditions on which the Proposed Transferee bought such Common Shares from the Selling Shareholder, but without indemnity being granted by any Tag-along Shareholder to the Selling Shareholder; provided that nothing contained in this Section 3.04 shall preclude any Shareholder from seeking alternative remedies against such Selling Shareholder as a result of its breach of this Section 3.04.
(k) Notwithstanding the foregoing provisions of this Section 3.04, the Atrium Nominee shall be permitted to Transfer Common Shares to the Company or an Initial Public Offeringthe Company’s designee in connection with any Leaver Sale without complying with the terms of this Section 3.04.
Appears in 1 contract
Tag-Along Rights. If (a) After December 15, 2002, if any one or more stockholders two Primary Stockholders desire to sell all of their Company Stock in the Company, individually or in a Group same transaction (individually and collectively, as applicable, the "Selling HolderStockholders"), such Selling Stockholders must deliver a written notice of the bona fide transaction (a "Sale Notice") engage setting forth the price and any other terms of the transaction to all other Stockholders, accompanied by a certificate of the Selling Stockholders certifying the accuracy of the information in a Change in Control involving a sale of Shares the Sale Notice.
(other than any sale to an Affiliate of such Selling Holder), the b) Each Stockholder shall have the right (a "Tag-Along Right") to participate sell or include in such transaction on the same material terms and conditions as the Selling Holder by including in such transaction the same sale, that percentage of the Stockholder's Shares number of shares of Company Stock to be sold to the third party equal to the ratio (determined expressed as a percentage) of (1) the number of shares of Company Stock owned by the Stockholder (calculated on a Fully Diluted Basisbasis), as compared with (2) as the percentage aggregate number of Shares being sold by the Selling Holder in such Change shares of Control Company Stock outstanding (determined calculated on a Fully Diluted Basisbasis), as follows:.
(ac) The Company shall deliver Each other Stockholder who elects to sell pursuant to the Stockholder at least 14 days prior to consummating such Change terms of Control a written notice the Sale Notice (a "Tag-Along NoticeParticipating Stockholder") shall effect its participation in the sale by delivering to the Selling Stockholders (or such other Person as may be designated by the Selling Stockholders) within sixty (60) days of receipt of the Sale Notice, a stock certificate or certificates which represent the Company Stock which such Participating Stockholder has determined to sell in accordance with this Section 3.3.8, together with a limited power-of- attorney authorizing the Selling Stockholders to sell or otherwise dispose of such transactionshares pursuant to the terms of the Sale Notice. Such certificate or certificates that the Participating Stockholder delivers to the Selling Stockholders shall be delivered to such buyer in consummation of the sale of the Company Stock pursuant to the terms and conditions specified in the Sale Notice, and the Selling Stockholder shall, or shall cause the buyer to, concurrently therewith remit to such Participating Stockholder that purchase price to which the Participating Stockholder is entitled by reason of its participation in such sale, based on the Company Stock delivered to the buyer. The Participating Stockholder shall execute an agreement, in form and substance acceptable to the Selling Stockholders, to be bound by and subject to the same representations, warranties and covenants, terms and conditions in the same form and substantially similar to that contained in any agreements executed by the Selling Stockholders in connection with the sale of the Selling Stockholders' Company Stock to the buyer(s) (other than such representations, warranties and covenants, terms and conditions which are unique to the Selling Stockholders); provided, however, that (i) if 14 days' prior notice is not practicable, the Tag-Along Notice shall no Participating Stockholder will be given as many days prior required to such transaction as is practicable; and (ii) the Stockholder shall keep make any information regarding the proposed transaction strictly confidential.
(b) If the Stockholder desires to participate indemnity in such transaction, the Stockholder must deliver to the Selling Holder, within 7 days of receiving a Tag-Along Rights Notice, written notice (a "Participation Notice") an amount in excess of the Stockholder's desire to participate in net proceeds received by such transaction. If the Participating Stockholder does not deliver to the Selling Holder a Participation Notice with respect to for any Company Stock sold by such Tag-Along Right within the applicable time period, the Participating Stockholder shall be treated as having waived his right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction on the terms contained in the Tag-Along Rights Notice
(c) The Stockholder shall cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor of the Change of Control.
(d) Each of the Selling Holders and any other party to any such transaction shall have the right, in its sole discretion, at all times prior to consummation of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tag-Along Rights in respect of such transaction pursuant to this Section 6 shall become null and void, and neither the Selling Holder nor any other such party shall have any liability or obligation to the Stockholder with respect thereto. Nothing herein shall be construed to obligate the Selling Holder to accept any offer or terms for, or to consummate, any Change in Control or other transaction3.3.8.
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.
Appears in 1 contract
Tag-Along Rights. If at any one time or more stockholders from time to time, the Principal Stockholder proposes to sell any Shares, then any of the Companyother Stockholders of the Company that are part of this Agreement (each, individually a “Minority Stockholder”) may include in the sale to the proposed transferee, on the same terms and conditions, Shares owned by the Minority Stockholder. The Principal Stockholder shall not consummate or enter into any agreement to consummate such sale unless the prospective purchaser also offers to purchase a corresponding percentage of the Shares of each Minority Stockholder that has exercised his, her, or its right to participate in such sale under this Section 3.2 at the same price and on the same other terms as the prospective purchaser offered to purchase the Shares of the Principal Stockholder (the “Tag-Along Right”).
(a) If the Principal Stockholder desires to sell in accordance with this Section, it shall communicate in writing such election (a Group “Tag Along Notice”), which communication shall state (individually i) the number of Offered Shares that the Principal Stockholder desires to sell, (ii) the name and collectivelyaddress of the prospective purchaser, as applicableand (iii) the material terms of such sale, including the amount of consideration (and the value of any non-cash consideration) offered by the prospective purchaser. The Tag Along Notice shall be delivered in person or mailed to the Minority Stockholder at the address set forth in the books and records of the Company in accordance with this Agreement within ten (10) days of the date of such offer.
(b) Within thirty (30) days from the delivery of the Tag Along Notice, the "Selling Holder") engage Minority Stockholder may elect to exercise his, her, or its Tag-Along Right by delivering written notice to the Approving Shareholders of his, her or its election to participate in a Change in Control involving a the sale of the Shares being offered for sale. If a Minority Stockholder exercises his, her or its Tag Along Rights, such Minority Stockholder shall request the Principal Stockholder to submit an offer (other than any sale the “Revised Offer”) to an Affiliate the prospective purchaser to include for purchase all or none of the Shares of the Minority Stockholder on the same terms as conditions (“Original Conditions”) under which the prospective purchaser would purchase Shares from the Principal Stockholder. The Revised Offer shall be required to be submitted within 20 days of such Selling Holder)request.
(c) If a Revised Offer is submitted with terms of sale substantially equal to or greater than the Original Conditions, the Principal Stockholder shall be obligated to accept the Revised Offer and consummate the sale contemplated thereby. If the terms and conditions contained in the Revised Offer are not substantially equal to or greater than the Original Conditions, then the Principal Stockholder shall have the right (a "Tag-Along Right") to participate in such transaction on cause the same material terms and conditions as the Selling Holder by including in such transaction the same percentage of the Stockholder's Shares (determined on a Fully Diluted Basis) as the percentage of Shares being sold Revised Offer to be rejected by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), as follows:
(a) The Company shall deliver to the Stockholder at least 14 days prior to consummating such Change of Control a written notice (a "Tag-Along Notice") of such transaction; provided, however, that (i) if 14 days' prior notice is not practicable, the Tag-Along Notice shall be given as many days prior to such transaction as is practicable; and (ii) the Stockholder shall keep any information regarding the proposed transaction strictly confidentialPrincipal Stockholder.
(b) If the Stockholder desires to participate in such transaction, the Stockholder must deliver to the Selling Holder, within 7 days of receiving a Tag-Along Rights Notice, written notice (a "Participation Notice") of the Stockholder's desire to participate in such transaction. If the Stockholder does not deliver to the Selling Holder a Participation Notice with respect to such Tag-Along Right within the applicable time period, the Stockholder shall be treated as having waived his right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction on the terms contained in the Tag-Along Rights Notice
(c) The Stockholder shall cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor of the Change of Control.
(d) Each of the Selling Holders and any other party to any such transaction shall have the right, in its sole discretion, at all times prior to consummation of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tag-Along Rights in respect of such transaction pursuant to this Section 6 shall become null and void, and neither the Selling Holder nor any other such party shall have any liability or obligation to the Stockholder with respect thereto. Nothing herein shall be construed to obligate the Selling Holder to accept any offer or terms for, or to consummate, any Change in Control or other transaction.
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.
Appears in 1 contract
Tag-Along Rights. If any one or more stockholders a majority of the holders of the Company, individually or in a Group ’s outstanding voting equity (individually and collectively, as applicablethe “Majority Stockholders”) want to consummate a transaction that constitutes a Sale of Control (a “Sale of Control Transaction”), then the "Selling Holder"Majority Stockholder(s) engage in a Change in Control involving a sale of Shares (shall notify the other than any sale to an Affiliate Investors of such Selling Holderproposed Sale of Control Transaction by a date which shall be not later than fifteen (15) days prior to the Company or any such Majority Stockholder(s) entering into any definitive binding agreement in respect thereof (the “Sale Notice”). Thereafter, the each other Investor or Stockholder shall have the right (each a "“Tag-Along Right"Stockholder”) may cause the Company or such Majority Stockholder to participate effect a Transfer of such other Stockholder’s Stock; in such transaction on each case, only pursuant to and in accordance with the same material terms and conditions as the Selling Holder by including in such transaction the same percentage following provisions of the Stockholder's Shares (determined on a Fully Diluted Basis) as the percentage of Shares being sold by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), as followsthis Section 3:
(a) The Tag-Along Stockholders shall have the right, but not the obligation, to participate in the Proposed Sale of Control Transaction on the terms and conditions herein stated (the “Tag-Along Option”), which right shall be exercisable upon wrirren notice (the “Acceptance Notice”) to the Company and/or the Majority Stockholders, as the case may be, within ten (10) days of receipt of the Sale Notice. Each Acceptance Notice shall indicate the maximum amount of Notes or number of Conversion Shares that the Tag-Along Stockholder wishes to sell on the terms and conditions stated in the Sale Notice.
(b) Each Tag-Along Stockholder shall have the right to sell a portion of its Notes or Conversion Shares pursuant to the Sale of Control Transaction which is equal to that percentage equal of the Common Stock that is being sold by the Majority Stockholders in the Sale of Control Transaction.
(c) Within ten (10) days after the date by which a Tag-Along Stockholder notifies the Company or the Majority Stockholders of its intent to exercise the Tag-Along Option, the Company or the Majority Stockholders shall notify such Tag-Along Stockholder of the amount of Notes and number of Conversion Shares held by such Tag-Along Stockholder that will be included in the sale and the date on which the Sale of Control Transaction will be consummated, which shall be no later than the later of (i) twenty (20) days after the date by which each Holder was required to notify the Company or the Majority Stockholders of its intent to exercise the Tag-Along Option and (ii) five (5) days after the satisfaction of any governmental approval or filing requirements, if any.
(d) Each Tag-Along Stockholder may effect its participation in any Sale of Control Transaction, and as part of its participation in the Sale of Control Transaction pursuant to a duly exercised Tag-Along Option, shall deliver to the Stockholder Proposed Transferee at least 14 days prior a closing to consummating be held at the offices of the Company (or such Change other place as the parties agree), one or more Notes or certificates, properly endorsed for transfer, which represent all of Control a written notice (a "the Notes or Conversion Shares owned by such Tag-Along Notice"Stockholder which is to be transferred in connection with the Sale of Control Transaction, and each Tag-Along Stockholder shall make such representations and warranties, and shall enter into such agreements, as are customary and reasonable in the context of the proposed Sale of Control Transaction, including, without limitation, representations and warranties (and indemnities with respect thereto) that the Proposed Transferee of the Notes or Conversion Shares (or interests therein) is receiving good and marketable title to such transactionNotes or Conversion Shares (or interests therein), free and clear of all pledges, security interests, or other liens; provided, however, that (i) if 14 days' prior notice is not practicable, the Tag-Along Notice shall be given with respect to any matter as many days prior to such transaction as is practicable; and (ii) the Stockholder shall keep any information regarding the proposed transaction strictly confidential.
(b) If the Stockholder desires to participate in such transaction, the Stockholder must deliver to the Selling Holder, within 7 days of receiving which a Tag-Along Rights NoticeStockholder shall agree to provide indemnification (other than its own title to such Notes or Conversion Shares), written notice (a "Participation Notice") of the Stockholder's desire to participate in such transaction. If the Stockholder does not deliver to the Selling Holder a Participation Notice with respect to such Tag-Along Right within the applicable time period, the Stockholder shall in no event be treated as having waived his right required to participate provide indemnification in an amount that would exceed its pro rata portion of the total liability for which such indemnification is sought, which pro rata portion shall be determined on the basis of the percentage of the total Notes or Conversion Shares involved in such transaction. The Participation Notice shall constitute an irrevocable commitment transfer that are represented by the Stockholder to participate in the transaction on the terms contained in the Notes or Conversion Shares owned by such Tag-Along Rights Notice
(c) The Stockholder. In addition, each Tag-Along Stockholder and the Majority Stockholders shall reasonably cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request consult with each other in order to consummate effect the transaction. The Stockholder shallSale of Control Transaction, if provided an opportunity to do so, consent to and vote in favor of the Change of Control.
(d) Each of the Selling Holders and any other party to any such transaction shall have the right, in its sole discretion, at all times prior to consummation of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all each Tag-Along Rights in respect of such transaction pursuant to this Section 6 Stockholder shall become null and void, and neither the Selling Holder nor any other such party shall have any liability or obligation provide reasonable assistance to the Stockholder Majority Stockholders in connection with respect thereto. Nothing herein shall the preparation of disclosure schedules relating to representations and warranties to be construed made to obligate the Selling Holder to accept any offer or terms forProposed Transferee in connection with such Sale of Control Transaction and in the determination of the appropriate scope of, or to consummatelimitations or exceptions to, any Change in Control or other transaction.
(e) This Section 6 shall terminate immediately after such representations and warranties. At the time of consummation of a Change the Sale of Control Transaction, the Proposed Transferee shall remit directly to each such Tag-Along Stockholder that portion of the sale proceeds to which such Tag-Along Stockholder is entitled by reason of its participation therein (less any adjustments due to the conversion of any convertible securities or an Initial Public Offering.the exercise of any exercisable securities)
Appears in 1 contract
Samples: Investor Rights and Lock Up Agreement (Nelson Daniel D)
Tag-Along Rights. If Subject to Clause 17.3, a Shareholder (the "Transferring Shareholder") shall not Transfer (either directly or indirectly), in any one transaction or more stockholders series of related transactions, to any Person or group of Persons, any Shares, unless the Company, individually or in a Group terms and conditions of such Transfer shall include an offer to the other Shareholders (individually and collectively, as applicable, the "Selling HolderRemaining Shareholders") engage in a Change in Control involving a sale of Shares (other than any sale to an Affiliate of such Selling Holder), to sell Shares at the Stockholder shall have the right (a "Tag-Along Right") to participate in such transaction same price and on the same material terms and conditions as the Selling Holder by including Transferring Shareholder has agreed to sell its Shares (the "Tag Along Right"). In the event a Transferring Shareholder proposes to Transfer any Shares in a transaction subject to this Clause 17.4, it shall notify, or cause to be notified, the Remaining Shareholders in writing of each such transaction proposed Transfer. Such notice shall set forth: (i) the same percentage name of the Stockholder's Shares (determined on a Fully Diluted Basis) as transferee and the percentage amount of Shares being sold proposed to be transferred, (ii) the proposed amount and form of consideration and terms and conditions of payment offered by the Selling Holder transferee (the "Transferee Terms") and (iii) that the transferee has been informed of the Tag Along Right provided for in this Clause 17, if such Change right is applicable, and the total number of Control (determined on a Fully Diluted Basis), as follows:
(a) Shares the transferee has agreed to purchase from the Shareholders in accordance with the terms hereof. The Company shall deliver to Tag Along Right may be exercised by each of the Stockholder at least 14 days prior to consummating such Change Remaining Shareholders by delivery of Control a written notice to the Transferring Shareholder (a the "Tag-Along Co- sale Notice") within 10 business days following receipt of the notice specified in the preceding subsection. The Co-sale Notice shall state the number of Shares owned by such transactionRemaining Shareholder which the Remaining Shareholder wishes to include in such Transfer; provided, however, that (i) if 14 days' prior notice is not practicablewithout the written consent of the Transferring Shareholder, the Tagamount of such securities belonging to the Remaining Shareholder included in such Transfer may not be greater than such Remaining Shareholder's percentage beneficial ownership of Fully Diluted Common Shares multiplied by the total number of shares of 7 Diluted Common Shares to be sold by both the Transferring Shareholder and all Remaining Shareholders. Upon receipt of a Co-Along Notice sale Notice, the Transferring Shareholder shall be given as many days prior obligated to such transaction as is practicable; and (ii) transfer at least the Stockholder shall keep any information regarding entire number of Shares set forth in the proposed transaction strictly confidential.
(b) If the Stockholder desires to participate in such transaction, the Stockholder must deliver Co-sale Notice to the Selling Holder, within 7 days of receiving a Tag-Along Rights Notice, written notice (a "Participation Notice") of the Stockholder's desire to participate in such transaction. If the Stockholder does not deliver to the Selling Holder a Participation Notice with respect to such Tag-Along Right within the applicable time period, the Stockholder shall be treated as having waived his right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction transferee on the terms contained in Transferee Terms; provided, however, that the Tag-Along Rights Notice
(c) The Stockholder Transferring Shareholder shall cooperate in such transaction by providing not consummate the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as of any Shares hereunder if the Selling Holder may reasonably request transferee does not purchase all such Shares specified in order all Co-sale Notices. If no Co-sale Notice has been delivered to consummate the transaction. The Stockholder shall, if provided an opportunity Transferring Shareholder prior to do so, consent to and vote in favor the expiration of the Change 10 business day period referred to above and if the provisions of Control.
(d) Each of this Section have been complied with in all respects, the Selling Holders and any other party to any such transaction Transferring Shareholder shall have the rightright for a 45 day calendar day period to Transfer Shares to the transferee on the Transferee Terms without further notice to any other party, but after such 45-day period, no such Transfer may be made without again giving notice to the Remaining Shareholders of the proposed Transfer and complying with the requirements of this Clause 17. At the closing of any Transfer of Shares subject to this Clause 17, the Transferring Shareholder, and the Remaining Shareholder, in its sole discretionthe event such Tag Along Right is exercised, at all times prior shall deliver certificates evidencing such securities as have been Transferred by each, duly endorsed, or accompanied by written instruments of transfer in form reasonably satisfactory to consummation the transferee, free and clear of such transaction any adverse claim, against payment of the purchase price therefor. Notwithstanding the foregoing, this Clause 17 shall not apply to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tag-Along Rights in respect any sale of such transaction Common Shares pursuant to this Section 6 shall become null and void, and neither an effective registration statement under the Selling Holder nor any other such party shall have any liability or obligation to the Stockholder with respect thereto. Nothing herein shall be construed to obligate the Selling Holder to accept any offer or terms for, or to consummate, any Change Securities Act in Control or other transactiona bona fide public offering.
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.
Appears in 1 contract
Samples: Subscription, Joint Development and Operating Agreement (Ribozyme Pharmaceuticals Inc)
Tag-Along Rights. If Within two business days after entering into a binding agreement to sell all or any one or more stockholders part of its interest in the Company, individually or in a Group (individually and collectively, as applicable, the "Selling Holder") engage in a Change in Control involving a sale of Shares Company (other than any sale sales or other dispositions to an Affiliate Affiliates of such Selling HolderMember), the Stockholder Soliciting Member shall deliver a copy of such binding agreement to the Notified Member and if MCNIC is the Soliciting Member, such binding agreement shall indicate whether the purchaser intends to retain Crown as the Operator. The Notified Member shall have twenty business days to elect, by providing written notice to the right Soliciting Member, to require the purchaser of the Soliciting Member's interest to purchase a percentage of the Notified Member's interest (a determined as set forth below) in the Company on the same terms and conditions (including, without limitation, the same purchase price per percentage point of ownership interest in the Company) set forth in the agreement between the Soliciting Member and the purchaser ("Tag-Along RightRights"). For purposes of the preceding sentence, in #325596.v2 71 connection with any proposed sale the Notified Member may exercise Tag-Along Rights with respect to a percentage of its membership interest equal to the product of (i) to participate in such transaction on the same material terms and conditions as the Selling Holder by including in such transaction the same percentage of the StockholderSoliciting Member's Shares (determined on a Fully Diluted Basis) as membership interest to be sold in the percentage of Shares being sold by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), as follows:
(a) The Company shall deliver to the Stockholder at least 14 days prior to consummating such Change of Control a written notice (a "Tag-Along Notice") of such transaction; provided, however, that (i) if 14 days' prior notice is not practicable, the Tag-Along Notice shall be given as many days prior to such transaction as is practicable; contemplated transfer and (ii) the Stockholder shall keep any information regarding Notified Member's Sharing Ratio (e.g., if the proposed transaction strictly confidential.
Soliciting Member has a 70% Sharing Ratio and is selling all of its membership interest, 100% of the Soliciting Member's membership interest is being sold, and the Notified Member is entitled to sell its entire 30% membership interest (b) 30% Sharing Ratio multiplied by 100%)). If the Stockholder desires to participate in such transactionpayment for the Soliciting Member's interest includes consideration other than cash, the Stockholder must deliver Soliciting Member, the Notified Member and the purchaser shall agree upon the cash value of the sale and all consideration paid from the purchaser to the Selling Holder, within 7 days Notified Member for the Notified Member's interest shall be in cash. Any disagreement between the Soliciting Member and the Notified Member concerning the cash value of receiving a the sale shall be resolved in accordance with Section 13.4. In the event the Notified Member elects to exercise its Tag-Along Rights Notice, written notice (a "Participation Notice") of the Stockholder's desire to participate in such transaction. If the Stockholder does not deliver to the Selling Holder a Participation Notice with respect to such Tag-Along Right within the applicable time period, the Stockholder shall be treated as having waived his right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction on the terms contained in the Tag-Along Rights Notice
(c) The Stockholder shall cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor of the Change of Control.
(d) Each of the Selling Holders and any other party to any such transaction shall have the right, in its sole discretion, at all times prior to consummation of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tag-Along Rights in respect of such transaction pursuant to this Section 6 13.3 and the purchaser refuses to purchase the Notified Member's interest in the Company as provided above, the Soliciting Member shall become null and void, and neither the Selling Holder nor any other such party shall have any liability or obligation not sell its interest to the Stockholder with respect thereto. Nothing herein shall purchaser without the written consent of the Notified Member, which consent may be construed to obligate withheld in the Selling Holder to accept any offer or terms for, or to consummate, any Change in Control or other transactionsole discretion of the Notified Member.
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.
Appears in 1 contract
Tag-Along Rights. If any one or more stockholders of the Company, individually or in a Group (individually and collectively, as applicable, the "Selling Holder") engage in a Change in Control involving a sale of Shares (other than any sale to an Affiliate of such Selling Holder), the Stockholder shall have the right (a "Tag-Along Right") to participate in such transaction on the same material terms and conditions as the Selling Holder by including in such transaction the same percentage of the Stockholder's Shares (determined on a Fully Diluted Basis) as the percentage of Shares being sold by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), as follows:
(a) The Company shall deliver to In the Stockholder at least 14 days prior to consummating such Change event of Control a written notice (a "Tag-Along Notice") of such transaction; provided, however, that (i) if 14 days' prior notice is not practicable, Permitted Transfer by WS and/ or the Tag-Along Notice shall be given as many days prior to such transaction as is practicable; and Investor under Article 6.3 (ii) or any Transfer of its Shareholder Interest post the Stockholder shall keep any information regarding Restriction Period by WS and/ or the proposed transaction strictly confidential.
Investor (b) If the Stockholder desires to participate in such transaction“Selling Shareholder”), each of which is a “Tag Sale”, the Stockholder must deliver to the remaining Shareholder (‘Non-Selling Holder, within 7 days of receiving a Tag-Along Rights Notice, written notice (a "Participation Notice"Shareholder”) of the Stockholder's desire to participate in such transaction. If the Stockholder does not deliver to the Selling Holder a Participation Notice with respect to such Tag-Along Right within the applicable time period, the Stockholder shall be treated as having waived his right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction on the terms contained in the Tag-Along Rights Notice
(c) The Stockholder shall cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor of the Change of Control.
(d) Each of the Selling Holders and any other party to any such transaction shall have the right, exercisable as set forth below, to participate in its sole discretionthe Tag Sale on the same terms and conditions received by the Selling Shareholders and, at all times prior to consummation if the Tag Sale is structured as a sale of such transaction to abandonShares, rescind, annul, withdraw or otherwise terminate such transaction whereupon all in the same proportion of Shares as the proportion of the Shares being Transferred by the Selling Shareholders in the Tag Sale (“Tag-Along Rights Right”).
b) The Company or the Selling Shareholders shall notify the Non-Selling Shareholders in respect writing not less than thirty (30) days prior to the proposed consummation of a Tag Sale, which notice shall describe in reasonable detail all of the material terms of the Tag Sale, including, without limitation, the name and address of the prospective purchaser(s), the purchase price and other terms and conditions of the Tag Sale and the date on or about which the Tag Sale is to be made. Within twenty-one (21) days after delivery of such transaction pursuant notice, the Non-Selling Shareholder desiring to this Section 6 exercise its Tag-Along Right shall become null provide written notice to the Company and void, and neither the Selling Holder nor any other Shareholders of such party Non-Selling Shareholder’s intentions to participate in the Tag Sale.
c) Each Non-Selling Shareholder exercising a Tag-Along right shall have any liability promptly take all actions reasonably necessary or obligation to reasonably desirable (in the Stockholder with respect thereto. Nothing herein shall be construed to obligate judgment of the Selling Holder Shareholders) to accept any offer or terms for, or to consummate, any Change in Control or other transaction.
(e) This Section 6 shall terminate immediately after facilitate the consummation of any Tag Sale (whether in such Non-Selling Shareholder’s capacity as a Change Shareholder, Director, officer of Control the Company or an Initial Public Offeringotherwise). Without limiting the foregoing, if the Tag Sale is structured as a sale or exchange of Shareholder Interest, each such Non-Selling Shareholder shall sell or exchange the Shareholder Interest held by such Non-Selling Shareholder on the terms and conditions approved by the Selling Shareholder.
Appears in 1 contract
Samples: Joint Venture Agreement (Windstream Technologies, Inc.)
Tag-Along Rights. If CSMC shall have tag-along rights with respect to the CSMC Shares in the event that the Company proposes to sell, transfer or otherwise dispose of any one or more stockholders of the Company’s shares of Synbiomics’ capital stock. If the Company proposes to engage, individually directly or indirectly, in a Group sale, transfer or other disposition (individually a “Sale”) of any shares of Synbiomics’ capital stock (the “Offered Shares”), and collectivelythe Company receives a bona fide written offer (the “Purchase Offer”) from a person (the “Offeror”) to purchase the Offered Shares for a purchase price (the “Offer Price”) denominated and payable in United States dollars at closing or according to specified terms, as applicablewith or without interest before making such a transfer, the "Selling Holder") engage in a Change in Control involving a sale of Shares (other than any sale to an Affiliate of such Selling Holder)Company shall, the Stockholder shall have the right (a "Tag-Along Right") to participate in such transaction on the same material terms and conditions as the Selling Holder by including in such transaction the same percentage of the Stockholder's Shares (determined on a Fully Diluted Basis) as the percentage of Shares being sold by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), as follows:
(a) The Company shall deliver to the Stockholder at least 14 days prior to consummating such Change of Control a any Sale contemplated by this Section 1.3, immediately give to CSMC written notice (a "Tag-Along Notice"such notice being referred to herein as the “Notice of Transfer”) setting froth the price and the terms of payment, and any other material terms of such transaction; provided, however, that (i) if 14 days' prior notice is not practicable, the Tag-Along Notice shall be given as many days prior to such transaction as is practicable; and (ii) the Stockholder shall keep any information regarding the proposed transaction strictly confidential.
(b) If the Stockholder desires to participate in such transaction, the Stockholder must deliver to the Selling Holder, within 7 days of receiving a Tag-Along Rights Notice, written notice (a "Participation Notice") of the Stockholder's desire to participate in such transaction. If the Stockholder does not deliver to the Selling Holder a Participation Notice with respect to such Tag-Along Right within the applicable time period, the Stockholder shall be treated as having waived his right to participate in such transactionSale. The Participation Notice of Transfer shall constitute an irrevocable commitment offer by the Stockholder Company to CSMC to permit CSMC to sell its shares of Synbiomics in the proposed Sale, for the same price and form of consideration to be received by the Company and otherwise upon the terms and subject to the conditions set forth in the Notice of Transfer, on a pro rata basis with the Company (based on respective shares of Synbiomics capital stock). For a period of twenty (20) days following receipt of the Notice of Transfer, CSMC may, by delivering to the Company written notice of its election, elect irrevocably to participate as a seller in such proposed Sale on a pro rata basis with the Company. If CSMC fails to respond within such 20-day period, CSMC shall be deemed to have elected not to participate in the transaction on the terms contained in the Tag-Along Rights Notice
(c) The Stockholder shall cooperate in such transaction by providing the Selling Holder all materials (including executed purchase proposed Sale and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor of the Change of Control.
(d) Each of the Selling Holders and any other party to any such transaction shall have the right, in its sole discretion, at waived any and all times prior to consummation of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tag-Along Rights in respect of such transaction pursuant to rights under this Section 6 shall become null and void, and neither the Selling Holder nor any other such party shall have any liability or obligation to the Stockholder with respect thereto. Nothing herein Within ten (10) days of the expiration of such 20-day period, the Company may consummate the transaction proposed in the applicable Purchase Offer and Notice of Transfer. Any such Synbiomics capital stock not so ttransferred during such 10-day period shall thereafter again be construed subject to obligate the Selling Holder to accept any offer or terms for, or to consummate, any Change tag-along rights of CSMC set forth in Control or other transactionthis Section 1.3.
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.
Appears in 1 contract
Samples: Stock Purchase Agreement (Synthetic Biologics, Inc.)
Tag-Along Rights. If Subject to Clause 17.3, a Shareholder (the "Transferring Shareholder") shall not Transfer (either directly or indirectly), in any one transaction or more stockholders series of related transactions, to any Person or group of Persons, any Shares, unless the Company, individually or in a Group terms and conditions of such Transfer shall include an offer to the other Shareholders (individually and collectively, as applicable, the "Selling HolderRemaining Shareholders") engage in a Change in Control involving a sale of Shares (other than any sale to an Affiliate of such Selling Holder), to sell Shares at the Stockholder shall have the right (a "Tag-Along Right") to participate in such transaction same price and on the same material terms and conditions as the Selling Holder by including Transferring Shareholder has agreed to sell its Shares (the "Tag Along Right"). In the event a Transferring Shareholder proposes to Transfer any Shares in a transaction subject to this Clause 17.4, it shall notify, or cause to be notified, the Remaining Shareholders in writing of each such transaction proposed Transfer. Such notice shall set forth: (i) the same percentage name of the Stockholder's Shares (determined on a Fully Diluted Basis) as transferee and the percentage amount of Shares being sold proposed to be transferred, (ii) the proposed amount and form of consideration and terms and conditions of payment offered by the Selling Holder transferee (the "Transferee Terms") and (iii) that the transferee has been informed of the Tag Along Right provided for in this Clause 17, if such Change right is applicable, and the total number of Control (determined on a Fully Diluted Basis), as follows:
(a) Shares the transferee has agreed to purchase from the Shareholders in accordance with the terms hereof. The Company shall deliver to Tag Along Right may be exercised by each of the Stockholder at least 14 days prior to consummating such Change Remaining Shareholders by delivery of Control a written notice to the Transferring Shareholder (a the "Tag-Along Co- sale Notice") within 10 business days following receipt of the notice specified in the preceding subsection. The Co-sale Notice shall state the number of Shares owned by such transactionRemaining Shareholder which the Remaining Shareholder wishes to include in such Transfer; provided, however, that (i) if 14 days' prior notice is not practicablewithout the written consent of the Transferring Shareholder, the Tagamount of such securities belonging to the Remaining Shareholder included in such Transfer may not be greater than such Remaining Shareholder's percentage beneficial ownership of Fully Diluted Common Shares multiplied by the total number of shares of 7 Diluted Common Shares to be sold by both the Transferring Shareholder and all Remaining Shareholders. Upon receipt of a Co-Along Notice sale Notice, the Transferring Shareholder shall be given as many days prior obligated to such transaction as is practicable; and (ii) transfer at least the Stockholder shall keep any information regarding entire number of Shares set forth in the proposed transaction strictly confidential.
(b) If the Stockholder desires to participate in such transaction, the Stockholder must deliver Co-sale Notice to the Selling Holder, within 7 days of receiving a Tag-Along Rights Notice, written notice (a "Participation Notice") of the Stockholder's desire to participate in such transaction. If the Stockholder does not deliver to the Selling Holder a Participation Notice with respect to such Tag-Along Right within the applicable time period, the Stockholder shall be treated as having waived his right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction transferee on the terms contained in Transferee Terms; provided, however, that the Tag-Along Rights Notice
(c) The Stockholder Transferring Shareholder shall cooperate in such transaction by providing not consummate the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as of any Shares hereunder if the Selling Holder may reasonably request transferee does not purchase all such Shares specified in order all Co-sale Notices. If no Co-sale Notice has been delivered to consummate the transaction. The Stockholder shall, if provided an opportunity Transferring Shareholder prior to do so, consent to and vote in favor the expiration of the Change 10 business day period referred to above and if the provisions of Control.
(d) Each of this Section have been complied with in all respects, the Selling Holders and any other party to any such transaction Transferring Shareholder shall have the rightright for a 45 day calendar day period to Transfer Shares to the transferee on the Transferee Terms without further notice to any other party, but after such 45-day period, no such Transfer may be made without again giving notice to the Remaining Shareholders of the proposed Transfer and complying with the requirements of this Clause 17. At the closing of any Transfer of Shares subject to this Clause 17, the Transferring Shareholder, and the Remaining Shareholder, in its sole discretionthe event such Tag Along Right is exercised, at all times prior shall deliver certificates evidencing such securities as have been Transferred by each, duly endorsed, or accompanied by written instruments of transfer in form reasonably satisfactory to consummation the transferee, free and clear of such transaction any adverse claim, against payment of the purchase price therefor. Notwithstanding the foregoing, this Clause 17 shall not apply to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tag-Along Rights in respect any sale of such transaction Common Shares pursuant to this Section 6 shall become null and void, and neither an effective registration statement under the Selling Holder nor any other such party shall have any liability or obligation to the Stockholder with respect theretoSecurities Act in a bona fide public offering. Nothing herein shall be construed to obligate the Selling Holder to accept any offer or terms for, or to consummate, any Change in Control or other transaction.
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.CLAUSE 18
Appears in 1 contract
Samples: Subscription, Joint Development and Operating Agreement (Ribozyme Pharmaceuticals Inc)
Tag-Along Rights. If any Prior to the initial Public Offering by the Company, in the event that the Fortress Shareholders (as defined in this Section) shall propose to transfer, in one or more stockholders transactions, more than 50% of the Company, individually Shares they collectively own to a third party or in a Group (individually and collectively, as applicable, the "Selling Holder") engage in a Change in Control involving a sale of Shares third parties (other than any sale to an Affiliate of such Selling Holderanother Fortress Shareholder) (a "Proposed Purchaser"), the Stockholder Participant shall have the right and option (a the "Tag-Tag Along Right") ), but not the obligation, to participate in such transaction sale, at the same price (which shall take into account all consideration proposed to be paid by the Proposed Purchaser to the Fortress Shareholders in such sale) and on the same terms and subject to the same conditions as the sale proposed by the Fortress Shareholders, by transferring up to the same proportion of the Purchased Restricted Shares acquired by the Participant pursuant to this Agreement as the proportion of Fortress Shareholders' Shares that shall be transferred in such sale. Fortress Shareholders shall notify the Company and the Participant in writing of any such proposed sale at least thirty (30) days prior to the proposed effective date of such proposed sale, which notice shall specify the name and address of the Proposed Purchaser in such sale, (ii) the proposed purchase price to be paid by the Proposed Purchaser in such sale, (iii) the other material terms and conditions as of such proposed sale, (iv) the Selling Holder by including in such transaction the same percentage proposed effective date of the Stockholderproposed sale and (vi) that the Proposed Purchaser has been informed of the Tag Along Right and has agreed to purchase the Participant's Shares Shares. The Participant may exercise the Tag Along Right in respect of any such sale by notifying the Company and the Fortress Shareholders in writing within ten (determined on a Fully Diluted Basis10) as days following notice from the percentage of Shares being sold by Fortress Shareholders described in the Selling Holder preceding sentence, but in such Change of Control any event no later than fifteen (determined on a Fully Diluted Basis), as follows:
(a15) The Company shall deliver to the Stockholder at least 14 days prior to consummating such Change of Control a written notice (a "Tag-Along Notice") the proposed effective date of such transaction; providedproposed sale, howeverand, that thereafter, shall be irrevocably bound to participate in such sale on such terms and shall execute and deliver any purchase agreement or other certificate, instrument or other agreement required by the Proposed Purchaser to consummate the proposed sale. For purposes of this Agreement, (i) if 14 days' prior notice "Fortress Shareholder" shall have the same meaning as Permitted Transferee, and shall include the FIG Funds, as each such term is not practicabledefined in the Plan, the Tag-Along Notice shall be given as many days prior to such transaction as is practicablethat currently own Shares; and (ii) the Stockholder "Public Offering" shall keep any information regarding the proposed transaction strictly confidential.
(b) If the Stockholder desires to participate in such transaction, the Stockholder must deliver to the Selling Holder, within 7 days mean an offering of receiving a Tag-Along Rights Notice, written notice (a "Participation Notice") equity securities of the Stockholder's desire to participate in such transaction. If the Stockholder does not deliver to the Selling Holder a Participation Notice with respect to such Tag-Along Right within the applicable time period, the Stockholder shall be treated as having waived his right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction on the terms contained in the Tag-Along Rights Notice
(c) The Stockholder shall cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor of the Change of Control.
(d) Each of the Selling Holders and any other party to any such transaction shall have the right, in its sole discretion, at all times prior to consummation of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tag-Along Rights in respect of such transaction Company pursuant to this Section 6 shall become null and voidan effective registration statement under the Securities Act, and neither including an offering in which the Selling Holder nor any other such party shall have any liability or obligation Fortress Stockholders are entitled to the Stockholder with respect thereto. Nothing herein shall be construed to obligate the Selling Holder to accept any offer or terms for, or to consummate, any Change in Control or other transactionsell Shares.
(e) This Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering.
Appears in 1 contract
