Common use of Tag-Along Transaction Clause in Contracts

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 If Apollo receives a bona fide offer made by a third party, as contemplated in Section 4(a)(v), to purchase all but not less than all of the provisions Equity Securities held by the members of the Apollo Group for cash, and does not elect to exercise its rights pursuant to Section 3(a) above, prior to the consummation of a Qualified Public Offering, if Apollo desires to effect a Tag-Along Transaction4(c), Apollo shall give written notice (a “Sale Notice”) to the Non-Apollo Holders offering such the Non-Apollo Holders the option to participate in such transaction (a “Tag-Along Transaction (a “Sale NoticeTransaction”) on the terms and conditions set forth in the Sale Notice (and, in any event, on which shall be the same terms and conditions as Apolloapplicable to Apollo in such Tag-Along Transaction, subject to the first proviso contained in the immediately succeeding sentence). 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, the proposed cash purchase price and the proposed amount and form of consideration and the material terms and conditions of payment of such cash purchase price contemplated by the proposed Tag-Along Transaction. Each The Non-Apollo Holder Holders may, by written notice to Apollo delivered within ten sixty (1060) days of the date of the Sale Notice, elect to sell in such Tag-Along Transaction, on the same terms and conditions approved by Apollo (which terms and conditions shall be the same as those on which Apollothe Apollo Group’s Restricted Shares Equity Securities 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 aggregate amount of Restricted Shares Equity Securities that is less than the aggregate amount of Restricted Shares Equity Securities proposed to be Transferred by the Apollo Group and the Non-Apollo Holders in the Tag-Along Transaction, then Apollo may elect to cancel (A) terminate such Tag-Along Transaction, Transaction as to all Shareholders (including the sale by any member of the Apollo Group as contemplated by Section 4(a)(v)) or (B) on behalf of Apollo and the Non-Apollo Holders, sell that agreed portion of the Equity Securities held by the members of the Apollo Group and the Non-Apollo Holders shall be permitted to sell only that number of Restricted Shares is equal to the product of (x) the total number of Restricted Shares Equity Securities subject to the proposed Tag-Along Transaction that the proposed Transferee is willing to purchase and (y) such StockholderShareholder’s Proportionate Percentage. No Transfer permitted under this Section 3(b4(b) shall be subject to the requirements of Section 22 hereof.

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 Cypress Holders offering such Non-Apollo Cypress 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 Cypress 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 Cypress Holders in the Tag-Along Transaction, then Apollo may elect to cancel such Tag-Along Transaction, or Apollo and the Non-Apollo Cypress 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. (ia) Subject to Section 4.1 and, with respect to a Non-HPS Shareholder, following the provisions application of the procedures set forth in Section 3(a) above4.2, prior except for Transfers made pursuant to the consummation of a Qualified Public OfferingSection 2.2, if Apollo desires one or more Shareholders desire to effect a Tag-Along TransactionTransaction (the “Tag-Along Rightholders”), Apollo such Tag-Along Rightholders 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”) to each other Shareholder (the “Tag-Along Sellers”) offering such Tag-Along Sellers the option to sell to such third party in such Tag-Along Transaction a number (and not less than such number) of Common Stock held by such Tag-Along Seller equal to the percentage of Common Stock held by such Tag-Along Seller determined by dividing the total number of Common Stock proposed to be sold by the Tag-Along Rightholders in such Tag-Along Transaction by the total number of Common Stock then owned by the Tag-Along Rightholders on the terms and conditions set forth in the Sale Notice (and, in any event, on the same terms and conditions as Apollo)Notice. The Sale Notice shall include the name of the parties to In connection with the proposed Tag-Along Transaction, the Sale Notice shall include in reasonable detail: (i) the identity of the parties, (ii) a summary of the material terms and conditions of such transaction, including the aggregate number of Common Stock the proposed Tag-Along TransactionTransferee has offered to purchase, and (iii) the proposed amount and form of consideration and the terms and conditions of payment contemplated by the proposed payment. Subject to Section 4.3(b), each Tag-Along Transaction. Each Non-Apollo Holder Seller may, by written notice to Apollo the Tag-Along Rightholders delivered within ten (10) days of after the date of receipt of the Sale NoticeNotice (for purposes of this Section 4.3, the “Tag Election Period”), irrevocably elect to sell participate in such Tag-Along Transaction, on the same terms and conditions approved by Apollo (which as the Tag-Along Rightholders, with such terms and conditions shall be the same as those on which Apollo’s Restricted Shares are sold and shall be being consistent with the terms and conditions those set forth in the Sale Notice)Notice and this Agreement; providedprovided that any Tag-Along Seller may waive its rights under this Section 4.3 prior to the expiration of the Tag Election Period by giving written notice to the Tag-Along Rightholders, howeverwith a copy to the Company. The failure of a Tag-Along Seller to respond in accordance with this Section 4.3 within such Tag Election Period shall be deemed to be a waiver of such Tag-Along Seller’s rights under this Section 4.3. Notwithstanding anything contained herein, that if the proposed Transferee desires in such Tag-Along Transaction has offered to purchase an amount aggregate number of Restricted Shares Common Stock that is less than the aggregate amount number of Restricted Shares Common Stock proposed to be Transferred by Apollo and the Non-Apollo Holders Shareholders in the Tag-Along Transaction, then Apollo then, at the election of the Tag-Along Rightholders: (A) the Tag-Along Rightholders may elect to cancel such Tag-Along Transaction, or Apollo and the Non-Apollo Holders (B) each Shareholder shall be permitted to sell only that number of Restricted Shares Common Stock equal to the product of (x) the total aggregate number of Restricted Shares subject Common Stock such proposed Transferee has offered to the proposed purchase in such Tag-Along Transaction and (y) such StockholderShareholder’s Proportionate PercentagePercentage (based on the group of Shareholders electing to participate in such Tag-Along Transaction). No Transfer permitted under this Section 3(b) 4.3 shall be subject to the requirements of Section 2.

Tag-Along Transaction. (i) Subject If the Investor receives a bona fide offer made by a third party, as contemplated in Section 4(a)(v), to purchase all but not less than all of the provisions Equity Securities held by the members of the Investor Group for cash, and does not elect to exercise its rights pursuant to Section 3(a) above4(c), prior to the consummation of a Qualified Public Offering, if Apollo desires to effect a Tag-Along Transaction, Apollo Investor shall give written notice (a “Sale Notice”) to the Non-Apollo Investor Holders offering such the Non-Apollo Investor Holders the option to participate in such transaction (a “Tag-Along Transaction (a “Sale NoticeTransaction”) on the terms and conditions set forth in the Sale Notice (and, in any event, on which shall be the same terms and conditions as Apolloapplicable to the Investor in such Tag-Along Transaction, subject to the first proviso contained in the immediately succeeding sentence). 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, the proposed cash purchase price and the proposed amount and form of consideration and the material terms and conditions of payment of such cash purchase price contemplated by the proposed Tag-Along Transaction. Each The Non-Apollo Holder Investor Holders may, by written notice to Apollo the Investor delivered within ten sixty (1060) days of the date of the Sale Notice, elect to sell in such Tag-Along Transaction, on the same terms and conditions approved by Apollo (which terms and conditions shall be the same as those on which Apollothe Investor Group’s Restricted Shares Equity Securities 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 aggregate amount of Restricted Shares Equity Securities that is less than the aggregate amount of Restricted Shares Equity Securities proposed to be Transferred by Apollo the Investor Group and the Non-Apollo Investor Holders in the Tag-Along Transaction, then Apollo the Investor may elect to cancel (A) terminate such Tag-Along Transaction, Transaction as to all Shareholders (including the sale by any member of the Investor Group as contemplated by Section 4(a)(v)) or Apollo (B) on behalf of the Investor and the Non-Apollo Investor Holders, sell that agreed portion of the Equity Securities held by the members of the Investor Group and the Non-Investor Holders shall be permitted to sell only that number of Restricted Shares is equal to the product of (x) the total number of Restricted Shares Equity Securities subject to the proposed Tag-Along Transaction that the proposed Transferee is willing to purchase and (y) such StockholderShareholder’s Proportionate Percentage. No Transfer permitted under this Section 3(b4(b) shall be subject to the requirements of Section 22 hereof.

Tag-Along Transaction. (ia) Subject to the provisions of Section 3(a) above3.1 and Section 3.2(d), if, at any time 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)Notice. The Sale Notice shall include the name of the parties to In connection with the proposed Tag-Along Transaction, the Sale Notice shall include: (i) the identity of the parties, (ii) a summary of the material terms and conditions of such transaction, including the aggregate number of Restricted Shares the proposed Tag-Along TransactionTransferee has offered to purchase, and (iii) the proposed amount and form of consideration and the terms and conditions of payment contemplated by the proposed Tag-Along Transactionpayment. Each Subject to Section 3.2(b), each Non-Apollo Holder may, by written notice to Apollo delivered within ten (10) days of the date of the Sale Notice, irrevocably elect to sell participate 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 those set forth in the Sale Notice); provided, however, that if the proposed Transferee desires has offered to purchase an amount aggregate number of Restricted Shares that is less than the aggregate amount number of Restricted Shares proposed to be Transferred by Apollo and the Non-Apollo Holders in the Tag-Along Transaction, then at the election of Apollo: (A) Apollo may elect to cancel such Tag-Along Transaction, or (B) each of 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 aggregate number of Restricted Shares subject such proposed Transferee has offered to the proposed purchase in such Tag-Along Transaction and (y) such Stockholder’s Proportionate Percentage. No Transfer permitted under this Section 3(b) 3.2 shall be subject to the requirements of Section 2.