Common use of Tag and Drag Along Rights Clause in Contracts

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 6.4(b) hereof, to any third party or parties unaffiliated with Endo LLC (a "Third ----- Party") unless the Management 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 6.4(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 6.4(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 6.4(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 shall be the total number of shares of Common Stock then owned by such Offeree, and the denominator of which shall be the number of shares of Common Stock then owned by Endo LLC plus the total number of shares of Common Stock then owned by the Offerees. The maximum number of shares of Common Stock that may be Transferred by each Offeree to the Third Party in accordance with this Section 6.4(a) shall be the total number of shares of Common Stock then owned by such Offeree. If within 20 days after the receipt of the Tag-Along Notice, any Offeree has not accepted the offer contained in the Tag-Along Notice, such Offeree will be deemed to have waived any and all rights with respect to, or to participate in, the Transfer of Common Stock described in the Tag-Along Notice and Endo LLC shall have 45 days in which to Transfer not more than the amount of Common Stock described in the Tag-Along Notice, for an amount and type of consideration per share not materially more favorable to Endo LLC than was set forth in the Tag-Along Notice. If, at the end of 65 days following the receipt of the Tag-Along Notice, Endo LLC has not completed the Transfer of Common Stock of Endo LLC and Common Stock of any Offeree, Endo LLC shall return to such Offeree all certificates representing shares of Common Stock which such Offeree delivered for Transfer pursuant to this Section 6.4(a), and all the restrictions on sale or other disposition contained in this Agreement with respect to Common Stock then or thereafter owned by the Offeree shall again be in effect. As promptly as practicable (but in no event later than 5 days) after the consummation of the Transfer of Common Stock of Endo LLC and Common Stock of the Offerees to the Third Party in accordance with this Section 6.4(a), Endo LLC shall notify the Offerees thereof, shall remit to each of the Offerees the total consideration in respect of the shares of Common Stock of such Offeree which were so Transferred, and shall furnish such other evidence of the completion and time of 14 completion of such Transfer and the terms thereof as may be reasonably requested by the Offerees.

Tag and Drag Along Rights. (a) Tag-Along Rights. Endo LLC shall not, in any one transaction or ---------------- 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 6.4(b5.6(b) hereof, to any third party or parties unaffiliated with Endo LLC (a "Third ----- Party") unless the Management 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 6.4(a5.6(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 6.4(a5.6(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 6.4(a5.6(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 shall be the total number of shares of Common Stock then owned by such Offeree, and the denominator of which shall be the number of shares of Common Stock then owned by Endo LLC plus the total number of shares of Common Stock then owned by the OffereesOfferees (plus offerees of tag-along rights under that certain Amended and Restated Stockholders Agreement, dated as of July 14, 2000 (the "Principal --------- Stockholders Agree- ------------------ ment"), among the Company, Endo LLC and certain other stockholders of the ---- Company with respect to the Common Stock), subject to the allocations under the Principal Stockholders Agreement. The maximum number of shares of Common Stock that may be Transferred by each Offeree to the Third Party in accordance with this Section 6.4(a5.6(a) hereof shall be the total number of shares of Common Stock then owned by such Offeree. If within 20 days after the receipt of the Tag-Along Notice, any Offeree has not accepted the offer contained in the Tag-Along Notice, such Offeree will be deemed to have waived any and all rights with respect to, or to participate in, the Transfer of Common Stock described in the Tag-Along Notice and Endo LLC shall have 45 days in which to Transfer not more than the amount of Common Stock described in the Tag-Along Notice, for an amount and type of consideration per share not materially more favorable to Endo LLC than was set forth in the Tag-Along Notice. If, at the end of 65 days following the receipt of the Tag-Along Notice, Endo LLC has not completed the Transfer of Common Stock of Endo LLC and Common Stock of any Offeree, Endo LLC shall return to such Offeree all certificates representing shares of Common Stock which such Offeree delivered for Transfer pursuant to this Section 6.4(a5.6(a), and all the restrictions on sale or other disposition contained in this Agreement with respect to Common Stock then or thereafter owned by the Offeree shall again be in effect. As promptly as practicable (but in no event later than 5 days) after the consummation of the Transfer of Common Stock of Endo LLC and Common Stock of the Offerees to the Third Party in accordance with this Section 6.4(a5.6(a), Endo LLC shall notify the Offerees thereof, shall remit to each of the Offerees the total consideration in respect of the shares of Common Stock of such Offeree which were so Transferred, and shall furnish such other evidence of the completion and time of 14 completion of such Transfer and the terms thereof as may be reasonably requested by the Offerees.

Tag and Drag Along Rights. (a) Tag-Along Rights. Endo LLC shall notNone of KIA VI, KEP VI and their Permitted ---------------- Transferees (collectively, the "Xxxxx Group") shall, individually or collectively, in any one transaction ---------------- or any series of similar transactions not effected through a broker or over a national securities exchangerelated transactions, Transfer more than 25% of the any shares of Common Stock it owns as in an amount which when taken together with all previous Transfers by them would exceed 10% of the date Common Stock held by them at the time of the Mergertransaction in question(which in the case of a series of related transactions is the most current transaction in such series), except pursuant to an Excluded Transaction or pursuant to Section 6.4(b) hereof6.5(b), to any third party or parties unaffiliated with Endo LLC that are not affiliates of Xxxxx & Company, L.P or any investment fund organized by or at the direction of Xxxxx & Company, L.P. (a "Third ----- Party") ), unless the Management Stockholders Stockholders, the Third Party Investors, and their respective Permitted Transferees (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, Offeree as determined in accordance with this Section 6.4(a6.5(a). If Endo LLC any member of the Xxxxx Group receives from a Third Party a bona fide offer or offers to Transfer which it intends to acceptTransfer, or proposes to Transfer to a Third Party, shares of its or their Common Stock, Endo LLC such member (the "Transferor") 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 6.4(a6.5(a) and for the same type of consideration and for an amount of consideration per share not less than that offered to Endo LLC the Transferor by the Third Party. At any time within 20 15 days after its receipt of the Tag-Along Notice, each of the Offerees may irrevocably (but subject to the terms and conditions of such offer) 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 6.4(a6.5(a) by furnishing written notice of such acceptance to Endo LLCthe Transferor. Promptly following such acceptance by an Offeree, each such Offeree shall deliver to Endo LLC the Transferor 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 the Transferor 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 shall be the total number of shares of Common Stock then owned by such Offeree, and the denominator of which shall be the number of shares of Common Stock then owned by Endo LLC the Xxxxx Group plus the total number of shares of Common Stock then owned by all Offerees in the Offereesaggregate. The maximum number of shares of Common Stock that may be Transferred by each Offeree to the Third Party in accordance with this Section 6.4(a6.5(a) shall be the total number of shares of Common Stock then owned by such Offeree. If within 20 15 days after the receipt delivery of the Tag-Along Notice, any Offeree has not accepted the offer contained in the Tag-Along Notice, such Offeree will be deemed to have waived any and all rights with respect to, or to participate in, the Transfer of Common Stock described in the Tag-Along Notice and Endo LLC Notice. The Transferor shall have 45 days following such delivery in which to Transfer Common Stock held by it plus any Common Stock of any Offerees who accept the offer described in the Tag-Along Notice in accordance with the provisions of this Section 6.5(a), in the aggregate not more than the amount of Common Stock described in the Tag-Along Notice, for an amount and type of sales price consideration per share not more favorable to the Transferor than was set forth in the Tag-Along Notice, provided that the type of consideration to be received -------- by the Transferor may be different than the type set forth in the Tag-Along Notice so long as it is not materially more favorable to Endo LLC than was set forth the Transferor. The number of shares of Common Stock held by the Transferor which the Transferor is entitled to transfer pursuant to this Section 6.5(a) shall not be subject to reduction by reason of any Offeree who has not accepted the offer described in the Tag-Along Notice. If, at the end of 65 60 days following the receipt delivery of the Tag-Along Notice, Endo LLC the Transferor has not completed the Transfer of Common Stock of Endo LLC the Transferor and Common Stock of any Offeree, Endo LLC the Transferor shall return to such Offeree all certificates representing shares of Common Stock which such Offeree delivered for Transfer pursuant to this Section 6.4(a6.5(a), and all the restrictions on sale or other disposition contained in this Agreement with respect to Common Stock then or thereafter owned by the Offeree Transferor shall again be in effect. As To the extent practicable, all Offerees whose shares of Common Stock are to be Transferred in accordance with this Section 6.5(a) shall receive the consideration in respect of their shares substantially simultaneously with the receipt by the Transferor of the consideration in respect of the shares of Common Stock of the Transferor. In the event that the Offerees do not receive their consideration substantially simultaneously with the Transferor, as promptly as practicable (but in no event later than 5 10 days) after the consummation of the Transfer of Common Stock of Endo LLC the Transferor and Common Stock of the Offerees to the Third Party in accordance with this Section 6.4(a6.5(a), Endo LLC the Transferor shall notify the Offerees thereof, shall remit to each of the Offerees the total consideration in respect of the shares of Common Stock of such Offeree which were so Transferred, and shall furnish such other evidence of the completion and time of 14 completion of such Transfer and the terms thereof as may be reasonably requested by the Offerees.

Tag and Drag Along Rights. (a) Tag-Along Rights. Endo LLC shall not, in any one transaction or ---------------- 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 6.4(b5.6(b) hereof, to any third party or parties unaffiliated with Endo LLC (a "Third ----- Party") unless the Management 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 6.4(a5.6(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 6.4(a5.6(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 6.4(a5.6(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 shall be the total number of shares of Common Stock then owned by such Offeree, and the denominator of which shall be the number of shares of Common Stock then owned by Endo LLC plus the total number of shares of Common Stock then owned by the OffereesOfferees (plus offerees of tag-along rights under that certain Amended and Restated Stockholders Agreement, dated as of ________ __, 2000 (the "Principal Stockholders Agreement"), among the Company, Endo LLC -------------------------------- and certain other stockholders of the Company with respect to the Common Stock), subject to the allocations under the Principal Stockholders Agreement. The maximum number of shares of Common Stock that may be Transferred by each Offeree to the Third Party in accordance with this Section 6.4(a5.6(a) hereof shall be the total number of shares of Common Stock then owned by such Offeree. If within 20 days after the receipt of the Tag-Along Notice, any Offeree has not accepted the offer contained in the Tag-Along Notice, such Offeree will be deemed to have waived any and all rights with respect to, or to participate in, the Transfer of Common Stock described in the Tag-Along Notice and Endo LLC shall have 45 days in which to Transfer not more than the amount of Common Stock described in the Tag-Along Notice, for an amount and type of consideration per share not materially more favorable to Endo LLC than was set forth in the Tag-Along Notice. If, at the end of 65 days following the receipt of the Tag-Along Notice, Endo LLC has not completed the Transfer of Common Stock of Endo LLC and Common Stock of any Offeree, Endo LLC shall return to such Offeree all certificates representing shares of Common Stock which such Offeree delivered for Transfer pursuant to this Section 6.4(a5.6(a), and all the restrictions on sale or other disposition contained in this Agreement with respect to Common Stock then or thereafter owned by the Offeree shall again be in effect. As promptly as practicable (but in no event later than 5 days) after the consummation of the Transfer of Common Stock of Endo LLC and Common Stock of the Offerees to the Third Party in accordance with this Section 6.4(a5.6(a), Endo LLC shall notify the Offerees thereof, shall remit to each of the Offerees the total consideration in respect of the shares of Common Stock of such Offeree which were so Transferred, and shall furnish such other evidence of the completion and time of 14 completion of such Transfer and the terms thereof as may be reasonably requested by the Offerees.

Tag and Drag Along Rights. (a) Tag-Along Rights. Endo LLC shall not, in any one transaction or ---------------- 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 6.4(b) hereof, to any third party or parties unaffiliated with Endo LLC (a "Third ----- Party") unless the Management 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 6.4(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 6.4(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 6.4(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 shall be the total number of shares of Common Stock then owned by such Offeree, and the denominator of which shall be the number of shares of Common Stock then owned by Endo LLC plus the total number of shares of Common Stock then owned by the Offerees. The maximum number of shares of Common Stock that may be Transferred by each Offeree to the Third Party in accordance with this Section 6.4(a) shall be the total number of shares of Common Stock then owned by such Offeree. If within 20 days after the receipt of the Tag-Along Notice, any Offeree has not accepted the offer contained in the Tag-Along Notice, such Offeree will be deemed to have waived any and all rights with respect to, or to participate in, the Transfer of Common Stock described in the Tag-Along Notice and Endo LLC shall have 45 days in which to Transfer not more than the amount of Common Stock described in the Tag-Along Notice, for an amount and type of consideration per share not materially more favorable to Endo LLC than was set forth in the Tag-Along Notice. If, at the end of 65 days following the receipt of the Tag-Along Notice, Endo LLC has not completed the Transfer of Common Stock of Endo LLC and Common Stock of any Offeree, Endo LLC shall return to such Offeree all certificates representing shares of Common Stock which such Offeree delivered for Transfer pursuant to this Section 6.4(a), and all the restrictions on sale or other disposition contained in this Agreement with respect to Common Stock then or thereafter owned by the Offeree shall again be in effect. As promptly as practicable (but in no event later than 5 days) after the consummation of the Transfer of Common Stock of Endo LLC and Common Stock of the Offerees to the Third Party in accordance with this Section 6.4(a), Endo LLC shall notify the Offerees thereof, shall remit to each of the Offerees the total consideration in respect of the shares of Common Stock of such Offeree which were so Transferred, and shall furnish such other evidence of the completion and time of 14 completion of such Transfer and the terms thereof as may be reasonably requested by the Offerees.