Tag-Along Transaction. (i) Subject to the provisions of Section 3(a) above, prior to the consummation of a Qualified Public Offering, if Apollo desires to effect a Tag-Along Transaction, Apollo shall give written notice to the Non-Apollo Holders offering such Non-Apollo Holders the option to participate in such Tag-Along Transaction (a “Sale Notice”) on the terms and conditions set forth in the Sale Notice (and, in any event, on the same terms and conditions as Apollo). The Sale Notice shall include the name of the parties to the proposed Tag-Along Transaction, a summary of the material terms and conditions of the proposed Tag-Along Transaction, and the proposed amount and form of consideration and the terms and conditions of payment contemplated by the proposed Tag-Along Transaction. Each Non-Apollo Holder may, by written notice to Apollo delivered within ten (10) days of the date of the Sale Notice, elect to sell in such Tag-Along Transaction, on the terms and conditions approved by Apollo (which terms and conditions shall be the same as those on which Apollo’s Restricted Shares are sold and shall be consistent with the terms and conditions set forth in the Sale Notice); provided, however, that if the proposed Transferee desires to purchase an amount of Restricted Shares that is less than the aggregate amount of Restricted Shares proposed to be Transferred by Apollo and the Non-Apollo Holders in the Tag-Along Transaction, then Apollo may elect to cancel such Tag-Along Transaction, or Apollo and the Non-Apollo Holders shall be permitted to sell only that number of Restricted Shares equal to the product of (x) the total number of Restricted Shares subject to the proposed Tag-Along Transaction and (y) such Stockholder’s Proportionate Percentage. No Transfer permitted under this Section 3(b) shall be subject to the requirements of Section 2.
Tag-Along Transaction. (i) Subject to the provisions of Section 2(b), prior to the consummation of a Qualified Public Offering, if one or both Sponsors desire(s) to effect any Transfer of any of their Company Shares (the “Selling Sponsors”) (including by virtue of a Transfer of equity interests in a Person that owns Company Shares, with respect to which this Section 2(a) shall apply) (other than in a Qualified Public Offering and other than a Sponsor’s distribution or dividend of Company Shares to its stockholders, members or partners, with respect to each of which this Section 2(a) shall not apply) to any third party that is not an Affiliate of the Sponsors and the Selling Sponsors do not exercise the Drag Along Option (a “Tag-Along Transaction”), they (or a proxy holder on behalf thereof) shall give written notice to the Management Stockholders offering such Management Stockholders the option to participate in such Tag-Along Transaction (a “Sale Notice”). The Sale Notice shall set forth the material terms of the proposed Tag-Along Transaction and identify the contemplated Transferee or Group. Such written notice shall include (A) the consideration to be received by the Selling Sponsors, (B) the identity of the purchaser, (C) other material terms and conditions of the proposed Transfer and (D) the date of the proposed Transfer. For the avoidance of doubt, if only one Sponsor desires to effect a sale or Transfer of its Company Shares, the term “Selling Sponsors” shall refer only to such Sponsor engaging in such sale or Transfer.
Tag-Along Transaction. (i) Subject to the provisions of Section 2(b), prior to the consummation of a Qualified Public Offering, if the Apollo Group desires to effect a Tag Along Transaction, it shall give written notice to the Holders offering such Holders the option to participate in such Tag Along Transaction (a “Sale Notice”). The Sale Notice shall set forth the material terms of the proposed Tag Along Transaction and identify the contemplated transferee or Group.
Tag-Along Transaction. (i) Subject to the provisions of Section 2(b), prior to the consummation of a Qualified Public Offering, if the Parent LLC desires to effect any sale or transfer of shares of Common Stock to any Independent Third Party following which (when aggregated with all prior such sales or transfers) the Parent LLC shall have disposed of at least 10% of the number of shares of Common Stock that the Parent LLC owned as of the Original Issue Date to a transferee or Group (a “Tag Along Transaction”), it shall give written notice to the Management Holders offering such Management Holders the option to participate in such Tag Along Transaction (a “Sale Notice”). The Sale Notice shall set forth the material terms of the proposed Tag Along Transaction and identify the contemplated transferee or Group.
Tag-Along Transaction. If at any time any one or more Investors (individually and collectively, the “Majority Stockholder”) intends to transfer shares of the Company’s capital stock representing more than fifty percent (50%) of the then outstanding capital stock of the Company or more than fifty percent (50%) of the then outstanding voting power of the capital stock of the Company in a sale consummated in a single transfer or a series of related transfers to a prospective purchaser or group of prospective purchasers as part of a single transaction or group of related transactions (the “Tag-Along Transaction”), each other Holder holding more than 300,000 shares of capital stock of the Company besides any Holder listed on Schedule 1.4 to the Purchase Agreement (each a “Major Stockholder”) will have the right, at such Holder’s discretion, (the “Tag-Along Right”) to participate in such Tag-Along Transaction by selling up to the number of shares equal to the number of shares offered to be sold in the Tag-Along Transaction (the “Offered Shares” to be sold by the Majority Stockholder multiplied by a fraction, the numerator of which is the number of shares held by such Major Holder (calculated on as converted basis), and the denominator of which is the total number of shares held by all Holders (without giving effect to any sale of the shares subject to the Tag-Along Transaction). The Majority Stockholder or the Company shall provide notice of the Tag-Along Transaction to each Major Stockholder (the “Offer Notice”). Each Major Stockholder desiring to participate in the Tag-Along Transaction shall send notice of such election to the Company and the Majority Stockholder within ten (10) business days after the date of the Offer Notice (the “Co-Sale Period”).
Tag-Along Transaction. (i) Subject to the provisions of Sections 2(a)(iv) and 2(b), prior to the consummation of a Qualified Public Offering, if IPC (the “Offerer”) desires to effect any Disposition of shares of Common Stock or Preferred Stock to any third party and Offerer shall have previously Disposed of at least 20% of the number of shares of Common Stock or Preferred Stock, as applicable, that Offerer originally owned, adjusted as required to reflect any stock splits, combinations or reclassifications (when aggregated with all prior such sales or Dispositions except those pursuant to Section 2(a)(iv)), to a transferee or Group (each a “Tag Along Transaction”), Offerer shall give written notice to the remaining Holders (the “Offerees”) at least twenty five (25) days prior to the anticipated sale date offering such Holders the option to participate in such Tag Along Transaction. The notice shall set forth the material terms of the proposed Tag Along Transaction and identify the contemplated transferee or Group (a “Sale Notice”).
Tag-Along Transaction. If any Member or Members holding, individually or in the aggregate, at least thirty three and one third percent (33 1/3%) of the then issued and outstanding Units, desires or desire to Transfer any of its or their Units to a Third Party Transferee, then the other Members shall have the option exercisable by written notice given to the transferor and the transferee to include in the sale certain of its Units in place of the Units held by the transferor that would otherwise be sold to the transferee (“Tag-Along Transaction”). Any Member who exercises this option shall have the right to include its Units on a proportionate basis.
Tag-Along Transaction. (i) Subject to the provisions of Section 2(b), prior to the consummation of a Qualified Public Offering, if BHI desires to effect any sale or transfer of shares of Common Stock to any third party following which (when aggregated with all prior such sales or transfers) BHI shall have disposed of more than 10% of the number of shares of Common Stock that BHI owned as of the Original Issue Date to a transferee or Group that is not an Affiliate of BHI (a “Tag Along Transaction”), it shall give written notice to the Management Holders offering such Management Holders the option to participate in such Tag Along Transaction (a “Sale Notice”). The Sale Notice shall set forth the material terms of the proposed Tag Along Transaction and identify the contemplated transferee or Group.
Tag-Along Transaction. (i) Subject to the provisions of Section 2(b), prior to the consummation of a Qualified Public Offering, if the Apollo Group desires to effect any sale or transfer of Class B Shares (other than any sales to an employee, consultant or director of the Company or any of its Subsidiaries in connection with the hiring of such person) to any third party other than an Affiliate of the Apollo Group or a portfolio company of any members of the Apollo Group, in one or a series of related transactions within a six-month period that represents at least 20% of its Original Shares (a “Tag-Along Transaction”), it shall give written notice to the other Class B Holders, offering them the option to participate in such Tag-Along Transaction (a “Sale Notice”). The Sale Notice shall set forth the material terms (including without limitation, the number of Class B Shares proposed to be sold, the price per share and the form of consideration if other than cash for which a sale is proposed to be made) of the proposed Tag-Along Transaction and identify the contemplated transferee and the Proportionate Percentage of each other Class B Holder.
Tag-Along Transaction. If any Series A Member or Series A Members holding, individually or in the aggregate, a majority of the then issued and outstanding Series A Units, desires or desire to Transfer any of its or their Series A Units to a Third Party Transferee, then the other Series A Members shall have the option exercisable by written notice given to the transferor and the transferee to include in the sale certain of its Series A Units in place of the Series A Units held by the transferor that would otherwise be sold to the transferee (such transaction, a “Tag-Along Transaction”). Any Series A Member who exercises this option shall have the right to include its Series A Units on a proportionate basis based on such Series A Member’s relative Fully-Funded Percentage Interest.
