Tag-Along Sales. Each Class D Limited Partner shall be a Potential Tag-Along Seller with respect to its Class D Common Units in connection with any proposed Tag-Along Sale and such Class D Common Units shall be deemed to be Class A Common Units for purposes of Section 8.5; provided that any consideration received by such Class D Limited Partner with respect to any such Class D Common Units shall be subject to Section 3.1(h).
Tag-Along Sales. Each Class E Limited Partner shall be a Potential Tag-Along Seller with respect to its Class E Common Units in connection with any proposed Tag-Along Sale and such Class E Common Units shall be deemed to be Class A Common Units for purposes of Section 8.5; provided that any consideration received by such Class E Limited Partner with respect to any such Class E Common Units shall be subject to Section 3.1(h).
Tag-Along Sales. Each Limited Partner that holds Class A Common Units or Class A-1 Common Units shall be a Potential Tag-Along Seller with respect to such Common Units in connection with any proposed Tag-Along Sale and any such Class A-1 Common Units shall be deemed to be Class A Common Units for purposes of Section 8.5; provided that any consideration received by such Limited Partner with respect to any Class A Common Units or Class A-1 Common Units shall be subject to Section 3.1(h).
Tag-Along Sales. (a) Subject to Clause 14B.2, in the event that a party hereto directly or indirectly at any time or from time to time, enters into an agreement (whether oral or written) to transfer Shares (the "Existing party") to any Person other than a stockholder of ESTEL (a "Third Partx") which when taken together with all prior transfers of Shares exceeds 5% (five percent) of the then outstanding Shares (a "Tag-Along Sale"), then the other remaining party (the "Other Party') shall have the right, but not the obligation, to participate in such Tag-Along Sale.
Tag-Along Sales. If a Stockholder (the "Selling Stockholder"), at any time or from time to time, in one transaction or in a series of related transactions, enters into an agreement (whether oral or written) to sell its shares of Common Stock or any part thereof to any Person(s) (other than an Exempt Transfer) (a "Tag-Along Sale"), then each of the other Stockholders (the "Tag-Along Stockholders") shall have the right, but not obligation, to include in such Tag-Along Sale a portion of the total shares of Common Stock to be sold in such Tag- Along Sale equal to the number of shares of Common Stock derived by multiplying the total number of shares of Common Stock then owned by such Tag-Along Stockholder by a fraction, the numerator of which is equal to the number of shares of Common Stock that are to be purchased by the proposed purchaser and the denominator of which is the total number of shares of Common Stock owned by the Selling Stockholder prior to such sale, with the number of shares to be included by such Tag-Along Stockholders and Selling Stockholder in such Tag-Along Sale reduced pro rata by multiplying the number of shares of Common Stock that are to be purchased by the proposed purchaser by a fraction, the numerator of which is the number of shares of Common Stock owned by such Stockholder participating in such sale and the denominator of which is the aggregate number of shares of Common Stock outstanding, in each case immediately prior to the time of such Tag-Along Sale. Any such sales by the Tag-Along Stockholders shall be on the same terms and conditions (including, without limitation, price and form of consideration), as the proposed Tag-Along Sale by the Selling Stockholder; provided, however, that no Tag-Along Stockholder may be required to make any representation or warranty in connection with the Tag-Along Sale other than as to its ownership and authority to sell the shares of Common Stock proposed to be sold by it, free and clear of any and all Adverse Rights. Notwithstanding the foregoing, each Stockholder participating in a Tag-Along Sale pursuant to the terms of this Section 2.2 that breaches any of such representations and warranties shall severally bear its proportionate share (together with such other Stockholders who have also breached their representations and warranties) of any liability or obligation to indemnify the purchaser from and against liabilities arising from a breach of the representations and warranties given by such Stockholder. Each ...
Tag-Along Sales a. Notwithstanding any other provision hereof, if at any time AMCON desires to Transfer its Shares to an unaffiliated third party, AMCON shall give notice to the Trinity Shareholder(s) of its intention to Transfer any or all of its Shares to the buyer, and AMCON undertakes to procure that the buyer shall make an offer (the "Tag Along Offer") to each of the Trinity Shareholder(s). If AMCON fails to procure that the buyer makes an offer to acquire Shares of the Trinity Shareholder(s) in accordance herewith, AMCON shall be required to buy Shares from the Trinity Shareholder(s) in accordance with the terms set out herein.
Tag-Along Sales. Except for an Investor Permitted Transfer (for the purpose of this Section 3, however, "Investor Permitted Transfer" shall not include clause (a) of the definition thereof), if any Securityholder, including, for all purposes of this Section 3, their Permitted Transferees (the "Initiating Transferor"), at any time desires to effect a Transfer (a "Tag-Along Sale") of any PML Securities (the "Tag-Along Securities") to any Person, then each other PML Investor (collectively, the "Other PML Investor") and Holdco Investor (collectively, the "Other Holdco Investors") shall have the right, but not the obligation, to sell its Pro Rata Portion of the Securities to be sold to the purchaser in such Tag-Along Sale on the same terms and conditions. Each Other PML Investor or Other Holdco Investor whose Securities are sold in a Tag-Along Sale shall be required to bear a proportionate share of the expenses of the transaction. For all purposes of this Section 3, any proposed Transfer of Securities, other than PML Securities, shall be deemed a proposed Transfer of the underlying PML Securities corresponding to such Securities, and shall be subject to this Section 3 on that basis. Notwithstanding the foregoing, if an Initiating Transferor does not own at least ten percent (10%) of the outstanding PML Securities on a fully diluted basis (directly or indirectly), then the tag-along rights described in this Section 3 shall not be applicable to its proposed Transfer. A party entitled to exercise rights under Section 2.4 (right of first refusal) and this Section 3.1 may exercise either of the rights (i.e., failing to exercise rights under one Section does not cause a forfeiture of rights under the other Section).
Tag-Along Sales. Other than as permitted by this Agreement, no Shareholder (or his or her or its successors or transferees) shall Transfer any Shares (other than to a Permitted Transferee) unless each Founding Shareholder, each Initial Shareholder and each other Shareholder is offered a 15-day opportunity to sell a pro rata share (based on Percentage Interests) of his or her or its Shares to the Transferee on the same terms and conditions and at the same time. Such opportunity shall be provided by delivery of a written notice (the “Tag Along Notice”) to each Founding Shareholder, each Initial Shareholder and each other Shareholder setting forth the identity of the proposed Transferee, the number of Offered Shares, the proposed consideration therefor and the expected timing of the transaction. Such notice shall not bind the Transferring Shareholder to complete any transaction or be responsible for any breach by the Transferee. Within 15 days following the receipt of the Tag Along Notice, any Founding Shareholder, any Initial Shareholder and/or any Shareholder may deliver a written response committing to sell his or her or its Percentage Interest of the Offered Shares. Such response shall be a binding commitment to execute the sale documents with the Transferee and sell his or her or its Percentage Interest of the Offered Shares provided the Transfer is completed within 60 days. No Transfer may be made after the expiration of said 60-day period, nor shall any change in the terms of Transfer more favorable to the Transferring Shareholder be made, without a new notice to the Founding Shareholders, the Initial Shareholders and the other Shareholders and compliance with the provisions of this Section 3.
Tag-Along Sales. (a) In the event any of the parties to the Operating Agreement (the "Founding Members") acting individually or in concert in connection with one transaction or series of transactions, agree to sell all or any portion of their equity interest and/or rights in Seller (such Founding Members are referred to herein as "Selling Founders"), including, but not limited to, a sale of equity to a third party (a "Founders' Sale"), then Purchaser or Parent, as the case may be (a "Tag-Along Right Holder"), shall have the right, but not the obligation, to participate in such Founders' Sale on a pari passu basis (the "Tag-Along Right").
Tag-Along Sales
