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. In the event of a Transfer (other than a Permitted Transfer or a Drag-Along Sale) of Ownership Interests (the “Tag-Along Interests”) by any member of the Colony Capital Group, or by any other holders of Ownership Interests other than Wafra Entities, together with their Affiliates and/or Related Persons (to the extent such holders of Ownership Interests, Affiliates and/or Related Persons collectively own 10% or more of the total Ownership Interests outstanding, in the aggregate, at the time of such first Transfer (but without giving effect to such Transfer)) (a “Tag-Along Seller”) to a Third-Party Purchaser (a “Purchaser”), then each Tag-Along Seller shall be required to, and CCOC shall cause (or, with respect to each Tag-Along Seller that is not a Controlled Affiliate of CCOC, take all actions within its control to cause) each Tag-Along Seller to, provide the Wafra Management Subscribers and the Wafra Representative with at least thirty (30) days’ prior written notice (or, if the Conversion has not occurred at such time, forty five (45) days’ prior written notice) of such Transfer (the “Tag-Along Notice”), which notice shall identify the Purchaser, the percentage of the Ownership Interests proposed to be Transferred by the Tag-Along Seller, the applicable percentage of the then-issued Ownership Interests of the applicable Digital Colony Management Parties that such proposed Transfer represents, a statement as to whether DCMH and CCOC would otherwise be required to issue a Drag-Along Notice under Section 4.3(a), the purchase price therefor, and a summary of the other material terms and conditions of the proposed Transfer. To the extent not previously provided, each Tag-Along Seller shall provide the Wafra Representative, on behalf of the Wafra Management Subscribers, with all material information made available to the Purchaser in connection with the proposed Transfer and any other information reasonably requested by the Wafra Representative to the extent available. Within thirty LA_LAN01:362977.13 (30) days following receipt of such Tag-Along Notice, the Wafra Management Subscribers that hold Ownership Interests may elect, by providing a written offer to the Tag-Along Sellers and the Purchaser, to Transfer to the Purchaser the Ownership Interests specified therein, up to that percentage of the Ownership Interests of such Wafra Management Subscribers (the “Tagging Interest”) equal to the percentage of the Ownership Interests of the applicable Digital Colony...
Tag-Along Sale. (a) If at any time after the expiration of the Lock-Up Period (i) the Class A Member receives, and intends to accept, a dated, bona fide third party offer ("Third Party Offer") to acquire 50% or more of the Class A Member's Class A Membership Interests, and (ii) the proposed Transfer is to be made to someone who is not an Affiliate of the Class A Member (each Transfer that meets the conditions of (i) and (ii) being called a "Tag-Along Transfer"), the Class B Member shall have the right (the "Tag-Along Right") to participate in the Tag-Along Transfer with respect to a corresponding percentage of its Class B Membership Interests (with the Class A Membership Interests proposed to be sold by the Class A Members being called the "Tagged Membership Interests" and, the Class B Membership Interests proposed to be sold by the Class B Members being called the "Tag-Along Membership Interests").
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. (a) In the event that any Stockholder or group of Stockholders (a “Proposed Seller”) proposes to Transfer Shares pursuant to one or more related transactions that would constitute a Control Transfer (if Drag-Along Rights are not exercised pursuant to Section 5.1) (any such Transfer, a “Proposed Sale”), each other Stockholder other than any Stockholder that is an officer or employee of the Company or any of its Subsidiaries (collectively, the “Eligible Participating Stockholders”) shall have the right to participate in the Proposed Sale by Transferring its pro rata portion of Shares to the Proposed Buyer in accordance with this Section 5.2. Such Proposed Seller shall give written notice of such Proposed Sale (a “Tag-Along Notice”) to each of the Eligible Participating Stockholders, with a copy to the Company. The Tag-Along Notice shall offer to each Eligible Participating Stockholder the option to participate in such Proposed Sale on the terms and conditions set forth in the Tag- Along Notice (and, in any event, on the same terms and conditions as the Proposed Seller) and shall include the following information with respect to the Proposed Sale: (i) the name of each proposed Transferee(s) (the “Proposed Buyer”), (ii) a summary of the material terms and conditions thereof, (iii) the percentage of the Proposed Seller’s Shares proposed to be Transferred therein, (iv) the proposed amount and form of consideration to be received by the Proposed Seller and (v) other such information as shall be reasonably requested.
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:
Tag-Along Sale. The term “Tag-Along Sale” shall have the meaning ascribed to it in Section 7.1(a).
Tag-Along Sale. The Exercise Notice may specify that the Receiving Party is electing to participate with the Sending Party in the sale to the proposed purchaser and such notice shall specify the number of shares of Tool held by the Receiving Party which the Receiving Party wishes to sell. Upon receipt of the Exercise Notice, the Sending Party shall arrange for the proposed purchaser to purchase the shares that the Receiving Party wishes to sell upon the same terms and conditions (including all direct and indirect compensation) as that identified in the Sale Notice; provided, however, that the Sending Party shall only be required to arrange for the sale of the same percentage of shares of Tool held by the Receiving Party as the percentage of shares in Tool held by the Sending party which are to be sold to the proposed purchaser; further provided, however, that if the proposed purchaser elects only to purchase a given amount of shares, then the total number of shares to be sold in such transfer by each of Motor Wheel and Holding shall be reduced pro rata (based upon the total shares that each party wishes to sell as compared to the given number of shares that the proposed purchaser wishes to purchase) so as to total such given amount.
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. After the Lock-Up Period and, provided that the Right of First Offer procedure provided for in Section 6.1, if any of the Shareholders expresses their intention to Transfer, directly or indirectly, part or all of their Shares of the Company (“Offering Shares”), in any form or on any basis, the other Shareholders shall be entitled to Transfer their Shares in the same proportion of the Offering Shares in relation to the Offering Shareholder’s ownership interest in the Company (for example, if the Offering Shareholder is to Transfer half of its Shares, each of the offeree Shareholders may Transfer half of their respective Shares), pursuant to the offer to acquire the Shares and together with the Offering Shares, subject to the procedure below (“Tag Along Sale Right”).
