Tag and Drag Along Rights Sample Clauses

Tag and Drag Along Rights. (a) Tag-Along Rights. Endo LLC shall not, in any one transaction or ---------------- any series of similar transactions not effected through a broker or over a national securities exchange, Transfer more than 25% of the shares of Common Stock it owns as of the date of the Merger, except pursuant to Section 5.6(b) hereof, to any third party or parties unaffiliated with Endo LLC (a "Third ----- Party") unless the Employee Stockholders (collectively, the "Offerees"), are ----- -------- offered the right, at the option of each Offeree, to include in such Transfer to the Third Party such number of shares of Common Stock then owned by each such Offeree, as determined in accordance with this Section 5.6(a). If Endo LLC receives from a Third Party a bona fide offer or offers to Transfer which it intends to accept, or proposes to Transfer to a Third Party, shares of its Common Stock, Endo LLC shall provide written notice (the "Tag-Along Notice") to ---------------- each of the Offerees, setting forth the consideration per share to be paid by such Third Party and the other material terms and conditions of such transaction. The Tag-Along Notice shall offer the Offerees the opportunity to participate in the proposed Transfer of shares to the Third Party according to the terms and conditions of this Section 5.6(a) and for the same type of consideration and for an amount of consideration per share not less than that offered to Endo LLC by the Third Party. At any time within 20 days after its receipt of the Tag-Along Notice, each of the Offerees may irrevocably accept the offer included in the Tag-Along Notice for up to such number of shares of Common Stock as is determined in accordance with the provisions of this Section 5.6(a) by furnishing written notice of such acceptance to Endo LLC. Promptly following such acceptance by an Offeree, each such Offeree shall deliver to Endo LLC the certificate or certificates representing the shares of Common Stock to be Transferred pursuant to such offer by such Offeree, together with a limited power-of-attorney authorizing Endo LLC to sell or otherwise dispose of such shares of Common Stock pursuant to the proposed Transfer to the Third Party. Each Offeree shall have the right to participate in the proposed Transfer to the Third Party by Transferring in connection therewith shares of Common Stock equal to the product of (x) the total number of shares to be acquired by the Third Party, times (y) a fraction, the numerator of which sh...
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Tag and Drag Along Rights. In the case that (i) the Company converts into or is merged with a corporation and the Securityholders receive shares of Common Stock as a result thereof, (ii) the Company distributes shares of Holdings Stock to the Securityholders, or (iii) a Covered Sale is intended, the following provisions of Section 6.4(a) shall apply to the Common Stock or Subject Units (as defined below), as the case may be, held by the Securityholders. In the case that events set forth in clauses (i) or (ii) above occur, the following provisions of Section 6.4(b) shall apply to the Common Stock held by the Securityholders. A "Covered Sale" shall mean a Transfer for value by a member of the THL Group to an Excluded Permitted Transferee of Class B Units (or any other type of securities into which the Class B Units have been converted) in an amount which when taken together with all previous (or substantially simultaneous) Transfers of Class B Units or such other type of securities by all of the members of the THL Group would exceed 5% of the Class B Units or such other type of securities held by all such members of the THL Group at the time of the transaction in question (which in the case of a series of related transactions is the most current transaction in such series).
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Tag and Drag Along Rights. Item 22 The standard IGS Proprietors Agreement contains Pre-emptive Rights that require a Proprietor who wishes to sell their Equity to offer to sell it to the other Proprietors, before they can try to sell it to a Third Party. The Pre-Emptive Rights are drafted as a Call Option that enables the Purchasers to force the Vendor to sell their Equity on the terms specified in the Agreement. The standard Agreement also contains "Tag and Drag Along Rights" that might be triggered when a Proprietor wishes to sell their Equity to a Third Party (subject to the other Proprietors' Pre- emptive Rights). These rights apply if a pre-defined percentage or number of Equity Holders (the Vendors) wish to sell their Equity to a Third Party.
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Tag and Drag Along Rights. Item 22 The standard Clover Law Proprietors Agreement contains Pre- emptive Rights that require a Proprietor who wishes to sell their Equity to offer to sell it to the other Proprietors, before they can try to sell it to a Third Party. The Pre-Emptive Rights are drafted as a Call Option that enables the Purchasers to force the Vendor to sell their Equity on the terms specified in the Agreement. The standard Agreement also contains "Tag and Drag Along Rights" that might be triggered when a Proprietor wishes to sell their Equity to a Third Party (subject to the other Proprietors' Pre- emptive Rights). These rights apply if a pre-defined percentage or number of Equity Holders (the Vendors) wish to sell their Equity to a Third Party.
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Tag and Drag Along Rights 
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Related to Tag and Drag Along Rights

  • Drag-Along Rights If at any time prior to a Qualifying Public Equity Offering, Sponsor and its Affiliates intend to effect a Substantial Change of Control, Sponsor shall have the right to require the other Shareholders (the "Drag-Along Shareholders") to sell the same percentage of Common Stock held by them relative to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction in connection with such Substantial Change of Control; to vote such Common Stock, whether by proxy, voting agreement or otherwise in favor of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwise, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) the consideration to be received by the other Shareholders shall be for the same type and amount per share of consideration received by Sponsor, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold by the Drag-Along Shareholders; provided, however, that CSFB will not be obligated to participate in such transaction if the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) of the Common Stock of the Company paid by CSFB in connection with the Transactions and provided, further, that if Sponsor and its Affiliates are selling all of their shares of Common Stock in connection with such Substantial Change of Control, the Drag-Along Shareholders will be required to sell all of their shares pursuant to this Section 4.03. In connection with the sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders shall not be required to make any representations and warranties other than the Shareholder Representations. In addition, no Drag-Along Shareholder shall be liable in respect of any indemnification in connection with a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction") (with respect to such Shareholder's Shareholder Representations) in excess of the consideration received by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Transaction in excess of such Drag-Along Shareholder's Pro Rata Portion.

  • Tag-Along Right (a) If, at any time prior to a Qualified IPO, one or more Sponsor Members propose to Transfer, in a single transaction or a series of related transactions, a number of Units representing at least 30% of the Sponsor Members' aggregate Initial Equity Stakes (as defined in the LLC Agreement) to any Person (other than a Transfer to a Permitted Transferee (as defined in the LLC Agreement) of any such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Member) (a "Tag-Along Purchaser"), then, unless such transferring Sponsor Member(s) are entitled to give and do give a Drag-Along Sale Notice (as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to Section 2.04(a) of the Sponsor Agreement, the Company shall first provide written notice to each of the Management Members, which notice (the "Tag-Along Notice") shall state: (i) the maximum number of Units proposed to be Transferred (the "Tag-Along Securities"); (ii) the purchase price per Unit (the "Tag-Along Price") for the Tag-Along Securities and (iii) any other material terms and conditions of such sale, including the proposed transfer date (which date will be within 60 business days after the termination of the Election Period (defined below), subject to extension for any required regulatory approvals). Each of the Management Members that has been provided with the Tag-Along Notice (each, a "Tag-Along Manager") shall have the right to sell to such Tag-Along Purchaser, upon the terms set forth in the Tag-Along Notice, up to the aggregate number of Units which are held by such Tag-Along Manager multiplied by a fraction, the numerator of which is the aggregate number of Units proposed to be sold by the transferring Sponsor Member as reflected in the Tag-Along Notice and the denominator of which is the total number of Units which are held by the transferring Sponsor Member. If the number of Units elected to be sold by the Tag-Along Managers and any other individuals identified from time to time on Exhibit A to the LLC Agreement, the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than the number of Tag-Along Securities specified in the Tag-Along Notice, the number of Units being sold by each such seller shall be reduced such that the applicable seller shall be entitled to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all of such electing sellers). The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights pursuant to this Section 2.04 shall effect the sale of the Tag-Along Securities, and such Tag-Along Manager(s) shall sell the number of Tag-Along Securities required to be sold by such Tag-Along Manager(s) pursuant to this Section 2.04(a) within 60 business days after the expiration of the Election Period, subject to extension for any required regulatory approvals.

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