Tag-Along Sale Sample Clauses

Tag-Along Sale. (a) If the Company wants to consummate a transaction that constitutes a Change of Control (a “Change of Control Transaction”) other than pursuant to Section 3.3, the Company must first give written notice of such intent to the other Shareholders of such proposed Change of Control Transaction by a date which shall not be later than fifteen (15) days prior to the Company entering into any definitive binding agreement in respect thereof (the “Sale Notice”). Thereafter, each other Shareholder (a “Tag-Along Shareholder”) may cause the Company to effect a Disposition of such other Shareholder’s Shares; in each case, only pursuant to and in accordance with the following provisions of this Section 3.7: (b) The Tag-Along Shareholders shall have the right, but not the obligation, to participate in the proposed Change of Control Transaction on the terms and conditions herein stated (the “Tag-Along Option”) which right shall be exercisable upon such written notice (the “Acceptance Notice”) to the Company within ten (10) days of receipt of the Sale Notice. Each Acceptance Notice shall indicate the maximum number of Shares that the Tag-Along Shareholder wishes to sell on the terms and conditions stated in the Sale Notice. (c) Each Tag-Along Shareholder shall have the right to sell a portion of its Shares pursuant to the Change of Control Transaction which is equal to such Shareholder’s pro rata percentage of shares being sold in the Change of Control Transaction. (d) Within ten (10) days after the date by which a Tag-Along Shareholder notifies the Company of its intent to exercise the Tag-Along Option, the Company shall notify such Tag-Along Shareholder of the amount of Shares held by such Tag-Along Shareholder that will be included in the sale and the date on which the Change 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 Shareholder was required to notify the Company 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. (e) Each Tag-Along Shareholder may effect its participation in any Change of Control Transaction, and as part of its participation in the Change of Control Transaction pursuant to a duly exercised Tag-Along Option, shall deliver to the proposed transferee at a closing to be held at the offices of the Company (or such other place as the parties agree), one or more cer...

Tag-Along Sale. If at any time prior to a Qualified IPO of the Partnership (or any successor thereto) EIG or Tailwater (or any Transferee(s) thereof) (the “Tag-Along Seller”) elects to Transfer to any Person or Persons other than to a Permitted Transferee or existing holder of Class A Units (collectively, a “Tag-Along Transferee”), in a transaction or series of related transactions (including by way of a purchase agreement, tender offer, merger or other business combination transaction or otherwise) Class A Units in excess of 15% of the then-outstanding Class A Units (a “Tag-Along Sale”), then each of the other holders of Class A Units may, subject to the other provisions of this Section 3.7, require such Tag-Along Seller to include in the Tag-Along Sale a number of its Class A Units (such number not to exceed a number of Class A Units in excess of such Partner’s Class A Units multiplied by the Tag-Along Sale Percentage) on the terms set forth in this Section 3.7, subject to proportionate reduction in the event that the Tag-Along Transferee is unwilling to acquire all of the Class A Units offered to it.

Tag-Along Sale. (a) Tag-Along Obligations. If at any time an Investor or any Affiliate of an Investor ("Tag-Along Seller") shall, in one or in a series of transactions, enter into an agreement to effect, or effect or propose to effect, a Disposition to any transferee (a "Tag-Along Sale"), the other Investor (the "Tag-Along Investor") shall have the right, but not the obligation, to participate in such Tag-Along Sale by selling up to the number of shares of VTX Common Stock into which the Equity Securities beneficially owned by the Tag-Along Investor are convertible and shares of VTX Common Stock owned by such Tag-Along Investor equal to the product of (i) the total number of shares of VTX Common Stock proposed to be sold in the proposed Tag-Along Sale multiplied by (ii) a fraction, the numerator of which is equal to the number of shares of VTX Common Stock into which the Equity Securities beneficially owned by the Tag-Along Investor are convertible and shares of VTX Common Stock owned by such Tag-Along Investor together with the number of shares of VTX Common Stock owned by any holder thereof who is entitled to so called "Tag along" rights and elects to exercise such rights in connection with the Tag-Along Sale, in each case immediately prior to the Tag-Along Sale, and the denominator of which is equal to (A) the number of shares of VTX Common Stock owned by the Tag-Along Seller immediately prior to the Tag-Along Sale plus (B) the number of shares (on an aggregate basis) of VTX Common Stock into which the Equity Securities beneficially owned by the Tag-Along Investor are convertible and shares of VTX Common Stock owned by such Tag-Along Investor together with the number of shares of VTX Common Stock owned by any holder thereof who is entitled to so called "Tag along" rights and elects to exercise such rights in connection with the Tag Along Sale, in each case immediately prior to the Tag-Along Sale. Any such sales by the Tag-Along Investor shall be on the same terms and conditions as the proposed Tag-Along Sale by the Tag-Along Seller, except the Tag-Along Investor shall not be required to make any representations or warranties except as to (x) its title to the shares of VTX Common Stock to be sold by it, (y) such holder's power and authority to effect such transfer and (z) such matters pertaining to compliance with securities law as the transferee may reasonably require.

Tag-Along Sale. The term “Tag-Along Sale” shall have the meaning ascribed to it in Section 7.1 (a).

Tag-Along Sale. (a) Where Cirrata is proposing a Proposed Transfer and the Drag Along Option is not exercised pursuant to clause 13.4, then before making the Proposed Transfer, Cirrata shall procure that the Proposed Buyer makes an offer ("Tag Along Offer") to each of the other Shareholders (the "Remaining Shareholders") to purchase all of the Tagging Shares held by the Remaining Shareholders on the same terms and conditions as Cirrata is proposing to sell its Shares(subject always to paragraph (b) below) and the same relative proportion of cash and non-cash consideration (if relevant) as offered to Cirrata, provided that any non-cash consideration shall be paid in Liquid Securities (subject to a lockup period of no longer than three months), for a consideration per Share that reflects the Transfer Value of those Shares held by the Remaining Shareholders. (b) No Remaining Shareholder shall be required to agree to any terms in respect of a Tag Along Offer except those specifically set out in this clause 13.5.2(b). (i) To the extent reasonably required, Remaining Shareholders who accept the Tag Along Offer and who are employees of any Group Company at the time of the Tag Along Offer will provide customary business warranties subject to customary limitations provided that any exposure is fully insured with no recourse other than to the insurance and the cost of the policy being met by the Company or the buyer; (ii) where BCC is a Remaining Shareholder and accepts the Tag Along Offer, BCC will not provide customary business warranties; (iii) Other than as set out above, no Remaining Shareholder who accepts the Tag Along Offer shall be obliged to make any representation or warranty or to incur any liability to the Proposed Buyer other than warranting to the Proposed Buyer that: (A) such Remaining Shareholder has the requisite power and authority to enter into and perform the Transfer of its Shares and the Transfer shall constitute a valid, legal and binding obligation on such Remaining Shareholder; (B) such Remaining Shareholder is the sole legal and beneficial owner of its Shares and is entitled to Transfer the legal and beneficial title to its Shares to the Proposed Buyer free from all Encumbrances, without the consent of any other person; (C) such Remaining Shareholder is selling its relevant Shares with full title guarantee; and (iv) Any liability of any Remaining Shareholder shall be several (and not joint or joint and several), and no Remaining Shareholders will be requi...

Tag-Along Sale. In the event that any Tag-Along Sale Notice is served on the Proposing Transferor by any Other Shareholder, provided that no First Refusal Responses have been received, the Proposing Transferor shall procure that the Proposed Transferee enters into an agreement with such Other Shareholder to purchase from such Other Shareholder such number of Shares stated in the Tag-Along Sale Notice and upon the same terms as the Offer Price of the Other Shareholder and, unless otherwise agreed between the Proposed Transferee and the Other Shareholder, for completion to take place at the same time as the Proposing Transferor's sale of the Subject Shares to the Proposed Transferee. Should the Proposing Transferor fail to procure that the Proposed Transferee enters into such an agreement with such Other Shareholder, the Proposing Transferor shall, notwithstanding any provision herein, not have the right to sell the Subject Shares to the Proposed Transferee. For the avoidance of doubt, the obligations of the Proposing Transferor under this CLAUSE 10.10 extend only to procuring the Proposed Transferee to enter into an agreement to purchase the Shares of the Other Shareholder(s) in accordance with the provisions of this CLAUSE 10.10 and it does not extend to procuring the Proposed Transferee to perform the agreement to purchase the said Shares.

Tag-Along Sale. In connection with and immediately prior to consummation of a Tag-Along Sale (as such term is defined in the Securityholders Agreement), the Company shall issue to the Executive, in respect of his then unexercised Deferred Stock Units, a number of shares of Common Stock equal to that proportion of the shares subject to the unexercised Deferred Stock Units that the Executive would be entitled to sell in connection with the such Tag-Along Sale as determined pursuant to Section 6.1 of the Securityholders Agreement; provided, however, that such issuance shall be contingent upon (i) the consummation of the Tag-Along Sale and (ii) the satisfaction of any required tax withholding obligations as set forth in Section 5 hereof.

Tag-Along Sale. 33 SECTION 7.01. Tag-Along Obligations..................................33 SECTION 7.02. Procedures.............................................34 ARTICLE XIII

Tag-Along Sale. If any holder of Class B Shares (a “Class B Selling Shareholder”) proposes to enter into an agreement to Transfer or otherwise dispose of for value Class B Shares representing two percent (2%) or more of the issued and outstanding Ordinary Shares (on a fully diluted and as converted basis) (“Tag-Along Stock”) to a Person who is not a Permitted Transferee of such Class B Selling Shareholder (any such Person, a “Tag-Along Purchaser”) in one or a series of related transactions pursuant to which the Tag-Along Purchaser will purchase such Class B Shares on a fully diluted and as converted basis, then such Class B Selling Shareholder shall promptly give written notice (the “Tag-Along Notice”) simultaneously to the Company and to each of the other Shareholders at least thirty (30) calendar days prior to the closing of such Transfer. Simultaneously with delivery of the Tag-Along Notice the Class B Selling Shareholder shall deliver to the Company an opinion of counsel satisfactory to the Company that no registration is required under the Securities Act or any applicable state securities law to effectuate the Transfer. The Tag-Along Notice shall describe in reasonable detail the proposed Transfer, including the number of shares of Tag-Along Stock to be Transferred, the nature of such Transfer, the total consideration to be paid to the Class B Selling Shareholder, and the name and address of each prospective Tag-Along Purchaser.

Tag-Along Sale. Subject to Section 4.4, no Stockholder may, alone or in concert with any Other Stockholder, in any transaction or series of related transactions, Sell any Stock to another Person or Persons if, after giving effect to such Sale of Stock (whether as a result of such Sale or otherwise), such Person or Persons together with their Affiliates would own in the aggregate an amount of Common Stock greater than 10% of the outstanding Common Stock (such Sale being referred to herein as a "TAG ALONG SALE"), except in accordance with the procedures of this Article IV.