Terms of Tag-Along. The terms of the Tag-Along Right shall be the same consideration per Share and otherwise the same terms and conditions as applicable to the selling Party.
Terms of Tag-Along. The terms of the Tag-Along Right shall be the same consideration per Share and otherwise the same terms and conditions as applicable to the selling Shareholder(s).
Terms of Tag-Along. The Transferring Holder and each Participant shall bear, and shall not be required to bear more than, his, her or its proportional share (based upon the consideration to be received for its Capital Stock to be Transferred) of the costs of such Transfer to the extent such costs are incurred for the collective benefit of the Transferring Holder and all Participants and are not otherwise paid by the Company or the acquiring party. Costs incurred by the Transferring Holder or a Participant on its own behalf will not be considered costs of the Transfer and shall be borne entirely by such Persons. Costs incurred by the Company shall be borne by the Company except as otherwise agreed by the Company and the applicable Stockholders. The Transferring Holder and each Participant shall be obligated to join on a proportional share basis (based on the consideration to be received for its Capital Stock to be Transferred) in any indemnification or other obligations that are part of the terms and conditions of such Transfer (other than any such obligations that relate specifically to the Transferring Holder or a Participant, such as indemnification with respect to representations and warranties given by the Transferring Holder or a Participant regarding such Person’s title to and ownership of Capital Stock, organization, authority and enforceability). Notwithstanding the foregoing, neither the Transferring Holder nor any Participant shall be obligated in connection with such Transfer to agree (a) to indemnify or hold harmless the transferees in an amount in excess of the net proceeds paid or payable to the Transferring Holder or such Participant in connection with such Transfer or (b) to be subject to any non-competition or other provision that restrict such Stockholder’s ability to invest in any Person.
