Common use of TAR Offer Clause in Contracts

TAR Offer. Prior to the consummation by the Selling Holder of any --------- sale or other disposition of the Selling Holder's shares of Common Stock which is subject to the provisions of Section 4(a), the Selling Holder shall cause the bona fide offer from the Buyer to purchase or otherwise acquire such Selling Holder's shares of Common Stock from the Selling Holder to be reduced to writing (the "TAR Offer") and shall deliver written notice of the TAR Offer, together with a true copy of the TAR Offer (the "TAR Notice"), to each of the Co-Sale Right Holders in the event such proposed sale or other disposition is subject to the Tag Along Rights (a "TAR Sale"). Each TAR Offer shall include an offer to purchase or otherwise acquire from each Co-Sale Right Holder (individually, a "TAR Offeree" and collectively, the "TAR Offerees"), at the same time, at the same price and on the same terms as apply to the sale or other disposition by the Selling Holder to the Buyer and according to the terms and subject to the conditions of this Agreement, not less than the amount of the shares of Common Stock held by such TAR Offeree as shall be equal to the product of (i) the total number of shares of Common Stock which the Buyer desires to purchase or otherwise acquire, times (ii) the TAR Offeree's Pro Rata Share, which is a fraction, the numerator of which is the total number of shares of shares of Common Stock subject to the TAR Offer held by such TAR Offeree on the date of the TAR Notice and the denominator of which is the total number of shares of Common Stock held on such date by the Selling Holder and all the TAR Offerees who elect, pursuant to Section 4(c) below, to accept the TAR Offer. Pursuant to Section 4(d), the Selling Holder may then sell to the Buyer the number of shares of Common Stock remaining after the shares of Common Stock to be sold by the TAR Offerees are subtracted from the number of shares of Common Stock to be sold by the Selling Holder as contained in the TAR Offer.

TAR Offer. Prior to the consummation by the Selling Holder --------- of any --------- sale or other disposition of the Selling Holder's shares of Common Stock which is subject to the provisions of Section 4(a), the Selling Holder shall cause the bona fide offer from the Buyer to purchase or otherwise acquire such Selling Holder's shares of Common Stock from the Selling Holder to be reduced to writing (the "TAR Offer") and shall deliver written notice of the TAR Offer, together with a true copy of the TAR Offer (the "TAR Notice"), to each of the Co-Sale Right Holders in the event such proposed sale or other disposition is subject to the Tag Along Rights (a "TAR Sale"). Each TAR Offer shall include an offer to purchase or otherwise acquire from each Co-Sale Right Holder (individually, a "TAR Offeree" and collectively, the "TAR Offerees"), at the same time, at the same price and on the same terms as apply to the sale or other disposition by the Selling Holder to the Buyer and according to the terms and subject to the conditions of this Agreement, not less than the amount of the shares of Common Stock held by such TAR Offeree as shall be equal to the product of (i) the total number of shares of Common Stock which the Buyer desires to purchase or otherwise acquire, times (ii) the TAR Offeree's Pro Rata Share, which is a fraction, the numerator of which is the total number of shares of shares of Common Stock subject to the TAR Offer held by such TAR Offeree on the date of the TAR Notice and the denominator of which is the total number of shares of Common Stock held on such date by the Selling Holder and all the TAR Offerees who elect, pursuant to Section 4(c) below, to accept the TAR Offer. Pursuant to Section 4(d), the Selling Holder may then sell to the Buyer the number of shares of Common Stock remaining after the shares of Common Stock to be sold by the TAR Offerees are subtracted from the number of shares of Common Stock to be sold by the Selling Holder as contained in the TAR Offer.

TAR Offer. Prior At least fifteen (15) days prior to the consummation of any sale or other Transfer by the a Selling Holder of any --------- sale or other disposition of the Selling Holder's shares of Common Stock which is subject to the provisions of Section 4(a)Stock, the Selling Holder shall cause the bona fide offer from the Buyer to purchase or otherwise acquire such Selling Holder's ’s shares of Common Stock from the Selling Holder to be reduced to a writing (the "“TAR Offer"”) and shall deliver to LLCP written notice of the TAR Offer, together with a true copy of the TAR Offer (the "“TAR Notice"), to each of the Co-Sale Right Holders in the event such proposed sale or other disposition is subject to the Tag Along Rights (a "TAR Sale"”). Each TAR Offer shall include an require the Buyer to offer to purchase or otherwise acquire from each Co-Sale Right Holder (individually, a "TAR Offeree" and collectively, the "TAR Offerees")LLCP, at the same time, at the same price and on the same terms as apply to the sale or other disposition by the Selling Holder to the Buyer and according to the terms and subject to the conditions of this Agreement, not less than the amount number of the shares of Common Stock LLCP Shares held by such TAR Offeree LLCP as shall be equal to the product of (i) the total number of shares of Common Stock which the Buyer desires to purchase or otherwise acquire, times multiplied by (ii) the TAR Offeree's Pro Rata Share, which is a fraction, the numerator of which is the total number of shares of shares of Common Stock subject to the TAR Offer held Deemed Owned by such TAR Offeree LLCP on the date of the TAR Notice and the denominator of which is the total number of shares of Common Stock held on such date by the Selling Holder and all plus the TAR Offerees who elect, pursuant to Section 4(c) below, to accept the TAR Offertotal number of shares of Common Stock Deemed Owned by LLCP. Pursuant to Section 4(d)3.4, the Selling Holder may then sell to the Buyer the number of shares of Common Stock remaining after the shares of Common Stock to be sold by the TAR Offerees LLCP are subtracted from the total number of shares of Common Stock which the Buyer desires to purchase or otherwise acquire. For example, and without limiting the generality of the foregoing, if a Buyer offers to purchase 100,000 shares of Common Stock from the Selling Holder and he desires to accept such offer, then the aggregate number of shares of Common Stock which LLCP shall be entitled to sell to the Buyer upon the exercise of the Tag Along Rights shall be equal to 100,000, multiplied by the total number of shares of Common Stock Deemed Owned by LLCP, divided by the sum of the total number of shares of Common Stock Deemed Owned by LLCP, plus the total number of shares of Common Stock held by the Selling Holder. In no event shall LLCP be required to make any representation or warranty in connection with the sale to any Buyer other than as to organization and authority of LLCP, title to the shares of Common Stock to be sold by LLCP, and the Selling Holder as contained in the TAR Offerabsence of conflict with laws or material agreements of LLCP.

TAR Offer. Prior At least 15 days prior to the consummation of any sale or other transfer by the a Selling Holder of any --------- sale or other disposition of the Selling Holder's shares of Common Stock which is subject to the provisions of Section 4(a)Stock, the Selling Holder shall cause the bona fide offer from the Buyer to purchase or otherwise acquire such Selling Holder's shares of Common Stock from the Selling Holder to be reduced to writing (the "TAR OfferOFFER") and shall deliver written notice of the TAR Offer, together with a true copy of the TAR Offer (the "TAR NoticeNOTICE"), to each of the Co-Sale Right Holders in the event such proposed sale or other disposition is subject to the Tag Along Rights LLCP (a "TAR SaleSALE"). Each TAR Offer shall include an require the Buyer to offer to purchase or otherwise acquire from each Co-Sale Right Holder (individually, a "TAR Offeree" and collectively, the "TAR Offerees")LLCP, at the same time, at the same price and on the same terms as apply to the sale or other disposition by the Selling Holder to the Buyer and according to the terms and subject to the conditions of this Agreement, not less than the amount number of the shares of Common Stock Warrant Shares held by such TAR Offeree LLCP as shall be equal to the product of (i) the total number of shares of Common Stock which the Buyer desires to purchase or otherwise acquire, times multiplied by (ii) the TAR Offeree's Pro Rata Share, which is a fraction, the numerator of which is the total number of shares of shares of Common Stock subject to the TAR Offer Warrant Shares held by such TAR Offeree LLCP (collectively, the "LLCP SHARES") on the date of the TAR Notice and the denominator of which is the total number of shares of Common Stock held on such date by the Selling Holder and all plus the TAR Offerees who elect, pursuant to Section 4(c) below, to accept the TAR Offernumber of LLCP Shares. Pursuant to Section 4(d)SECTION 2.4, the Selling Holder may then sell to the Buyer the number of shares of Common Stock remaining after the shares of Common Stock to be sold by the TAR Offerees LLCP are subtracted from the total number of shares of Common Stock which the Buyer desires to purchase or otherwise acquire. For example, if a Buyer offers to purchase 100,000 shares of Common Stock from X. X. Xxxxxxx, Xx., and he desires to accept such offer, then the aggregate number of Shares which LLCP shall be entitled to sell to the Buyer upon the exercise of the Tag Along Rights shall be equal to 100,000 multiplied by the number of LLCP Shares divided by the sum of the number of LLCP Shares plus the number of shares of Common Stock held by X.X. Xxxxxxx, Xx. In no event shall LLCP be required to make any representation or warranty in connection with the sale to any Buyer other than as to organization and authority of LLCP, title to the shares of Common Stock to be sold by LLCP, and the Selling Holder as contained in the TAR Offerabsence of conflict with laws or material agreements of LLCP.

TAR Offer. Prior At least fifteen (15) days prior to the consummation of any sale or other transfer by the a Selling Holder of any --------- sale or other disposition of the Selling Holder's shares of Common Stock which is subject to the provisions of Section 4(a)Stock, the Selling Holder shall cause the bona fide offer from the Buyer to purchase or otherwise acquire such Selling Holder's shares of Common Stock from the Selling Holder to be reduced to a writing (the "TAR Offer") and shall deliver to LLCP written notice of the TAR Offer, together with a true copy of the TAR Offer (the "TAR Notice"), to each of the Co-Sale Right Holders in the event such proposed sale or other disposition is subject to the Tag Along Rights (a "TAR Sale"). Each TAR Offer shall include an require the Buyer to offer to purchase or otherwise acquire from each Co-Sale Right Holder (individually, a "TAR Offeree" and collectively, the "TAR Offerees")LLCP, at the same time, at the same price and on the same terms as apply to the sale or other disposition by the Selling Holder to the Buyer and according to the terms and subject to the conditions of this Agreement, not less than the amount number of the shares of Common Stock LLCP Shares held by such TAR Offeree LLCP as shall be equal to the product of (i) the total number of shares of Common Stock which the Buyer desires to purchase or otherwise acquire, times multiplied by (ii) the TAR Offeree's Pro Rata Share, which is a fraction, the numerator of which is the total number of shares of shares of Common Stock subject to the TAR Offer held by such TAR Offeree LLCP Shares on the date of the TAR Notice and the denominator of which is the total number of shares of Common Stock held on such date by the Selling Holder and all plus the TAR Offerees who elect, pursuant to Section 4(c) below, to accept the TAR Offertotal number of LLCP Shares. Pursuant to Section 4(d)2.4, the Selling Holder may then sell to the Buyer the number of shares of Common Stock remaining after the shares of Common Stock to be sold by the TAR Offerees LLCP are subtracted from the total number of shares of Common Stock which the Buyer desires to purchase or otherwise acquire. For example, if a Buyer offers to purchase 100,000 shares of Common Stock from X. X. Xxxxxxx, Xx., and he desires to accept such offer, then the aggregate number of Shares which LLCP shall be entitled to sell to the Buyer upon the exercise of the Tag Along Rights shall be equal to 100,000, multiplied by the total number of LLCP Shares, divided by the sum of the total number of LLCP Shares plus the total number of shares of Common Stock held by X.X. Xxxxxxx, Xx. In no event shall LLCP be required to make any representation or warranty in connection with the sale to any Buyer other than as to organization and authority of LLCP, title to the shares of Common Stock to be sold by LLCP, and the Selling Holder as contained in the TAR Offerabsence of conflict with laws or material agreements of LLCP.

TAR Offer. Prior At least fifteen (15) days prior to the consummation of any sale or other transfer by the a Selling Holder of any --------- sale or other disposition of the Selling Holder's shares of Common Stock which is subject to the provisions of Section 4(a)Stock, the Selling Holder shall cause the bona fide offer from the Buyer to purchase or otherwise acquire such Selling Holder's ’s shares of Common Stock from the Selling Holder to be reduced to a writing (the "“TAR Offer"”) and shall deliver to LLCP written notice of the TAR Offer, together with a true copy of the TAR Offer (the "“TAR Notice"), to each of the Co-Sale Right Holders in the event such proposed sale or other disposition is subject to the Tag Along Rights (a "TAR Sale"”). Each TAR Offer shall include an require the Buyer to offer to purchase or otherwise acquire from each Co-Sale Right Holder (individually, a "TAR Offeree" and collectively, the "TAR Offerees")LLCP, at the same time, at the same price and on the same terms as apply to the sale or other disposition by the Selling Holder to the Buyer and according to the terms and subject to the conditions of this Agreement, not less than the amount number of the shares of Common Stock LLCP Shares held by such TAR Offeree LLCP as shall be equal to the product of (i) the total number of shares of Common Stock which the Buyer desires to purchase or otherwise acquire, times multiplied by (ii) the TAR Offeree's Pro Rata Share, which is a fraction, the numerator of which is the total number of shares of shares of Common Stock subject to the TAR Offer held by such TAR Offeree LLCP Shares on the date of the TAR Notice and the denominator of which is the total number of shares of Common Stock held on such date by the Selling Holder and all plus the TAR Offerees who elect, pursuant to Section 4(c) below, to accept the TAR Offertotal number of LLCP Shares. Pursuant to Section 4(d)2.4, the Selling Holder may then sell to the Buyer the number of shares of Common Stock remaining after the shares of Common Stock to be sold by the TAR Offerees LLCP are subtracted from the total number of shares of Common Stock which the Buyer desires to purchase or otherwise acquire. For example, and without limiting the generality of the foregoing, if a Buyer offers to purchase 100,000 shares of Common Stock from X. X. Xxxxxxx, Xx., and he desires to accept such offer, then the aggregate number of Shares which LLCP shall be entitled to sell to the Buyer upon the exercise of the Tag Along Rights shall be equal to 100,000, multiplied by the total number of LLCP Shares, divided by the sum of the total number of LLCP Shares plus the total number of shares of Common Stock held by X. X. Xxxxxxx, Xx. In no event shall LLCP be required to make any representation or warranty in connection with the sale to any Buyer other than as to organization and authority of LLCP, title to the shares of Common Stock to be sold by LLCP, and the Selling Holder as contained in the TAR Offerabsence of conflict with laws or material agreements of LLCP.