Tagalong. Except as provided in Section 2.2 or 2.3 hereof, no Stockholder shall Transfer (in one or a series of transactions within any 24-month period) any Subject Securities representing more than ten percent (10%) of the Common Stock Equivalents held by such Stockholder on the date of execution of this Agreement by such stockholder, to a Third Party without complying with the terms and conditions set forth in this Section 2.4, as applicable; provided that this Section 2.4 shall not in any way limit or affect the restrictions of Section 2.1, and any Stockholder may be an Initiating Stockholder (as defined below) under this Section 2.4 only if such Transfer is permitted under Section 2.1: (a) Any Stockholder (the "Initiating Stockholder") desiring to Transfer such Subject Securities shall give not less than 10 days' prior written notice of such intended Transfer to each other Stockholder ("Participating Offerees") and to the Company. Such notice (the "Participation Notice") shall set forth the terms and conditions of such proposed Transfer, including the name of the prospective transferee, the number of Common Stock Equivalents proposed to be transferred (the "Participation Securities") by the Initiating Stockholder, the purchase price per share proposed to be paid therefor and the payment terms and type of Transfer to be effectuated. Within 15 days following the delivery of the Participation Notice by the Initiating Stockholder to each Participating Offeree and to the Company, each Participating Offeree shall, by notice in writing to the Initiating Stockholder and to the Company, have the opportunity and right to sell to the purchasers in such proposed Transfer (upon the same terms and conditions as the Initiating Stockholder) up to that number of Subject Securities representing Common Stock Equivalents at the time held by such Participating Offeree as shall equal the product of (i) a fraction, the numerator of which is the number of Common Stock Equivalents owned by such Participating Offeree as of the date of such proposed Transfer and the denominator of which is the aggregate number of Common Stock Equivalents owned as of the date of such Participation Notice by each Initiating Stockholder and by all Participating Offerees so electing to sell Subject Securities pursuant to this Section 2.4(a), multiplied by (ii) the number of Participation Securities. The amount of Participation Securities to be sold by any Initiating Stockholder shall be reduced to the extent ...
Tagalong. No JWC Holder shall Transfer any shares of Subject Securities to a Third Party (other than a Permitted Transferee) in one or a series of related bona fide arm's-length transactions without complying with the terms and conditions set forth in this Section 2.3; provided, however, that the JWC Holders shall be permitted to Transfer up to 5%, in the aggregate, of the number of shares of Subject Securities held by the Original JWC Holders as of the date of this Agreement without compliance with this Section 2.3; provided further, however, that this Section 2.3 shall not in any way limit or affect the restriction contained in the last sentence of Section 2.1(a).
Tagalong. Except as provided in Section 2.2 or 2.3 hereof, no -------- Stockholder shall Transfer (in one or a series of transactions within any 24- month period) any Subject Securities representing more than ten percent (10%) of the Common Stock Equivalents held by such Stockholder on the date of execution of this Agreement by such stockholder, to a Third Party without complying with the terms and conditions set forth in this Section 2.4, as applicable; provided that this Section 2.4 shall not in any way limit or affect the -------- restrictions of Section 2.1, and any Stockholder may be an Initiating Stockholder (as defined below) under this Section 2.4 only if such Transfer is permitted under Section 2.1:
Tagalong. If either HACL or Energy Investors proposes to sell any of their shares of Common Stock ("Disposing Shareholder"), then such Disposing Shareholder shall notify Xxxxx and the Xxxxx Shareholders of the terms of such sale in a written notice to Xxxxx setting forth the terms of such sale (the "Offer Notice"). Xxxxx and the Xxxxx Shareholders shall have the right within ten (10) days of such notice to elect to participate in such sale ("Accepting Shareholder") by notifying the Disposing Shareholder of such intent. Upon receipt of a notice from an Accepting Shareholder, the Disposing Shareholder shall allow such Accepting Shareholder to dispose of such Accepting Shareholder's pro rata share of Common Stock (based on the total number of shares of Common Stock owned by the Accepting Shareholder(s) and the Disposing Shareholder in relation to the total number of shares of Common Stock to be sold) on the same terms as contained in the Offer Notice. Upon delivery of the notice referred to above, each Accepting Shareholder shall be obligated to sell their pro rata share of their shares of Common Stock to the purchaser specified in the Offer Notice. The co-sale rights set forth in this Section 4.2 shall terminate on the earlier of (i) when the Xxxxx Shareholders have sold or are deemed as set forth herein to have sold one-half of the Xxxxx Stock, (ii) December 31, 2001 or (iii) upon Xxxxx or any Member of the Shareholder Group taking any actions inconsistent with or which would be in violation of Section 1.5 hereof whether or not the Standstill Period is then in effect.
Tagalong. 14.1 After going through the pre-emption procedure set out in Clause 11, the provisions of this Clause 14 shall apply if a Shareholder proposes to transfer all of its Shares (“a Proposed Transfer”) to a bona fide arm’s length purchaser (“a Proposed Buyer”). •
Tagalong. No JWC Holder (unless such JWC Holder shall be participating in a Transfer as a Participating Offeree under and in accordance with the provisions of this Section 2.2) shall Transfer any Subject Securities to a Third Party without complying with the terms and conditions set forth in this Section 2.2, as applicable.
Tagalong. No Stockholder shall Transfer any Subject Securities to a Third Party without complying with the terms and conditions set forth in this Section 2.2, as applicable, provided that any Stockholder may be an Initiating Stockholder (as defined below) under this Section 2.2 only if such Transfer is permitted under Section 2.1(a).
Tagalong. (a) Trigger of Tag-Along Right. No JWC Holder shall Transfer any Common Stock Equivalents to a Third Party (other than a Permitted Transferee and other than pursuant to Section 3.4 or the demand sale and registration rights granted under Article IV of this Agreement) in one or a series of related transactions without complying with the terms and conditions set forth in this Section 3.3; provided, however, that the JWC Holders shall be permitted to Transfer up to 5%, in the aggregate, of the number of Common Stock Equivalents held by the Original JWC Holders as of the date of this Agreement without compliance with this Section 3.3; provided further, however, that this Section 3.3 shall not in any way limit or affect the restriction contained in Section 3.1(c).
Tagalong. (a) If Pengo or any affiliate of Pengo (a "Transferor") sells, other than in an offering pursuant to a registration statement or pursuant to Rule 144 under the Securities Act of 1933, any shares of Common Stock owned by the Transferor to any individual or entity (a "Transferee") in one transaction or a Series of related transactions which constitute a majority of the shares of Common Stock owned by Pengo and its affiliates (collectively, the "Xxxxx Group"), Purchaser shall have the right to sell to the Transferee, on the same terms and conditions as provided with respect to the sale by the Transferor to such Transferee the number of shares of Common Stock (rounded to the newest whole share) equal to the product of (i) the total number of shares of Common Stock which Purchaser then owns that were acquired upon conversion of the Series C Cumulative Convertible Preferred Stock and the number of shares Purchaser may acquire upon conversion of the Series C Cumulative Convertible Preferred Stock Purchaser then owns and (ii) a fraction with a numerator equal to the number of shares of Common Stock then being sold by the Transferor and a denominator equal to the total number of shares of Common Stock owned by the Transferor and the other members of the Xxxxx Group. The right of the Transferor to sell shall be subject to the condition that the Transferor shall cause the Transferee that proposes to purchase the shares of the Transferor to offer to purchase, on such terms (including closing date), such number of shares from Purchaser; provided, however, that if the Transferee is for any reason unwilling or unable to purchase the aggregate number of shares from the Transferor and Purchaser contemplated by the foregoing, the number of shares to be sold by each shall be reduced to such number as, when taken with the numbers of shares to be sold by each other such party, shall be equal to the number of shares which such Transferee is willing or able to purchase and shall comply with the first sentence of this Section 1 (a). Purchaser may only sell shares of Common Stock hereunder that it has acquired upon conversion of Series C Cumulative Convertible Preferred Stock.
Tagalong. Notwithstanding anything to the contrary contained in Section 2.1 hereof, any Transfer of Subject Securities which would not be permitted under Section 2.1 hereof may nonetheless be consummated if, but only if, the JWC Equity Partners Holder proposing to make such transfer shall fully comply with the terms and conditions set forth in this Sections 2.2, as applicable.
