TAGALONG RIGHTS. 3.1 If Xxxxx or any affiliate thereof ("TRANSFEROR") transfers, other than in a public offering pursuant to a registration statement, any shares of Common Stock held by such Transferor to any Person or Persons other than to an affiliate of Xxxxx (a "TRANSFEREE") in one transaction or a series of related transactions, which transfer or transfers constitute the Transfer of a majority of the shares of Xxxxx Common Stock held by Xxxxx as of the date hereof (a "TAG TRANSACTION"), then TCW or any Affiliate of TCW (the "TAGALONG PARTY") shall have the right to sell to the Transferee, at the same price per share and otherwise on the same terms and conditions as provided with respect to the sale by the Transferor to the Transferee, up to the number of shares of Common Stock (rounded to the nearest whole share) equal to the product of (i) the total number of shares of Common Stock which the Tagalong Party then owns and (ii) a fraction with a numerator equal to the number of shares of Common Stock then proposed to be sold by the Transferor and a denominator equal to the total number of shares of Common Stock owned by the Transferor as of the date hereof. 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, at the same price per share and otherwise on the same terms, such number of shares from the Tagalong Party; PROVIDED, HOWEVER, that if the Transferee is for any reason unwilling or unable to purchase the aggregate number of shares from the Transferor to be purchased together with the Tagalong Party desiring to Transfer shares in such transaction, then the number of shares to be sold by each shall be proportionally reduced (based on the total
1). Each Tagalong Party shall only be entitled to sell shares of Common Stock under this SECTION 3 that it owns as of the date hereof and any securities acquired after the date hereof concurrently with securities of the same type acquired by Xxxxx; other securities acquired after the date hereof in any manner shall not be subject to the tagalong rights provided in this SECTION 3.
3.2 The Transferor shall give written notice to TCW, and to any Affiliate of TCW to whom TCW has Transferred TCW Common Stock (notice of which such Affiliate transferees has been given to Xxxxx or any other Transferor) at least fifteen (15) business days prior to any proposed Transfer(s) of Common Stock constituti...
TAGALONG RIGHTS. In the event that the Managing Member proposes to Transfer all or any portion of its Common Percentage Interest to any person other than a Controlled Affiliate of the Managing Member (a "Tagalong Transaction"), the Tagalong Transaction shall not be permitted hereunder unless the proposed transferee ("Tagalong Purchaser") offers to purchase the entire Interest of ARCO Member if ARCO Member desires to sell such Interest to the Tagalong Purchaser at the same price and on the same terms and conditions as the Tagalong Purchaser has offered to the Managing Member (the "Transferring Member") for its Common Percentage Interest, plus an amount equal to the Preferred Capital Amount and any accrued but unpaid Preferred Return thereon to the date of purchase. Prior to effecting any Tagalong Transaction, the Transferring Member shall deliver to ARCO Member a binding, irrevocable offer (the "Tagalong Offer") by the Tagalong Purchaser to purchase the entire Interest of ARCO Member at the same price and on the same terms and conditions as the Tagalong Purchaser has offered to the Transferring Member (the "Tagalong Notice") for its Common Percentage Interest, plus an amount equal to the Preferred Capital Amount and any accrued but unpaid Preferred Return thereon to the date of purchase. The "
TAGALONG RIGHTS. (a) If any of the Vistagreen Parties or the Terremark Shareholders propose to
TAGALONG RIGHTS. Shares may be transferred pursuant to the tagalong provisions set forth in this Section 3.2.5. If any Shareholder or Shareholders (whether one or more, collectively referred to as the “Controlling Shareholders”) receive a bona fide offer (a “Purchase Offer”) to transfer, whether by sale or exchange or otherwise, that number of Shares comprising a majority of all Shares Subject to this Agreement, or if less, that number of Shares which comprises a majority of all issued and outstanding Shares of Company Stock, and who want to accept the Purchase Offer, may do so upon compliance with all of the following provisions. The Controlling Shareholders shall give notice (the “Offer Notice”) of the Purchase Offer to the Managing Shareholder and to all other Shareholders (the “Noncontrolling Shareholders”), which Offer Notice shall include a copy of the Purchase Offer and, to the extent not included in the Purchase Offer, shall describe (i) the number Shares proposed to be transferred (the “Offered Shares”); (ii) the transfer price, the form of consideration, and terms of payment; (iii) the identity of the “Purchase Offeror”; and (iv) all other material terms of the Purchase Offer. The Offer Notice shall be dated and given to all of the Noncontrolling Shareholders and to the Managing Shareholder at approximately the same time. Each Noncontrolling Shareholder shall have the right to give notice (a “Tagalong Notice”) to the Managing Shareholder and to the Controlling Shareholders requesting that the Controlling Shareholders cause a number of that Noncontrolling Shareholder’s Shares to be transferred to the Purchase Offeror at the same price and on the same terms and conditions as contained in the Offer Notice. The Tagalong Notice must be given within fifteen (15) days following the date that the Offer Notice was last given by the Controlling Shareholders to any Noncontrolling Shareholder. The Tagalong Notice must state that the Noncontrolling Shareholder is exercising the Noncontrolling Shareholder’s tagalong rights hereunder and shall set forth the number of the Noncontrolling Shareholder’s Shares which the Noncontrolling Shareholder requests the Controlling Shareholders to cause to be transferred (the “Tagalong Shares”). The number of Tagalong Shares which the Noncontrolling Shareholder may request the Controlling Shareholders to transfer to the Purchase Offeror pursuant to the Tagalong Notice shall not exceed a number equal to (i) the quotient of the number of Offere...
TAGALONG RIGHTS. 39 7.9 Prohibited Dispositions..............................................40 7.10 Representations Regarding Acquisitions of Interests..................40 7.11 Distributions and Allocations in Respect of Transferred Interests....40
TAGALONG RIGHTS. 86 13.6 Put and Call Rights......................................87 13.7 Prohibited Dispositions..................................99 13.8
TAGALONG RIGHTS. Except as otherwise expressly provided herein and for so long as the Moorxx xxxlectively own not less than five percent (5%) of the issued and outstanding shares of the Company (the "RIGHTS PERIOD"):
(a) Other than pursuant to a public offering of its securities by Purchaser, Purchaser shall not transfer to any party that is not a Related Party of the Purchaser (the "TAG ALONG TRANSFEREE"), any of its Shares, unless the terms and conditions of such Transfer to the Tag Along Transferee shall also include an offer to purchase from each of the Moorxx x xatable portion of their Shares at the same price per Share and on the same terms as the offer made by the Tag Along Transferee to the Purchaser (the "TAG ALONG RIGHT").
(b) Each of the Moorxx xxxll be entitled to sell to the Tag Along Transferee the number of Shares held by such person equaling the number derived as follows:
TAGALONG RIGHTS. Should Allen or Allen Affiliates propose to sell or enter into an agreement xx xell, xx x single or related series of transactions (other than in unsolicited broker's transactions), in excess of more than 49.9 percent of his or their interest in Charter Holdco or in Charter, then he or they shall give notice of such proposed sale (or contract to sell) to Optionee at least ten (10) business days prior to the date of sale or contracting to sell and shall ensure that Optionee may participate in such sale on a proportional basis and on the same economic terms with Allen and such Allen Affiliates relative to all Shares owned by Optixxxx, including xxx Shares which Optionee may acquire upon exercise of this Option.
TAGALONG RIGHTS. Notwithstanding Section D.3(b) hereof,
(1) If the proposed transaction would result in the beneficial ownership by the Acquiring Persons of at least 30 percent but less than 50 percent of the outstanding Common Stock, then each Management
(2) if the proposed transaction would result in the beneficial ownership by the Acquiring Persons of at least 50 percent of the outstanding Common Stock, then each Management Stockholder shall have the right to include in the proposed transaction a number of shares equal to the total number of shares of Common Stock owned by such Management Stockholder at the time of the closing of the proposed transaction plus the number of shares of Common Stock acquirable by such Management Stockholder upon the exercise of stock options granted to such Management Stockholder under the Stock Option Plan (whether vested or not), to the extent such options are exercised at the time of the closing of the proposed transaction; provided, that, if the proposed transaction would result in the beneficial ownership by the Acquiring Persons of at least 50 percent of the outstanding Common Stock, in no event shall a Management Stockholder be entitled to sell more than the number of shares such that after such sale such Management Stockholder would beneficially own (after taking into account shares of Common Stock acquirable by such Management Stockholder upon the exercise of stock options granted to such Management Stockholder under the Stock Option Plan (whether then vested or not)) less
TAGALONG RIGHTS
