The Tag. Along Sale of Units collectively by the transferring Partners to the Tag-Along Transferee pursuant to this Section 9.2 shall be consummated simultaneously. The delivery by the transferring Partners of a limited partnership interest power or such other instrument of Transfer reasonably acceptable to the Tag-Along Transferee shall be made at the time such Tag-Along Sale is consummated against payment of the purchase price for such Interests to the selling Partners. The consummation of such proposed Tag-Along Sale shall occur in the sole discretion of the selling Tag-Along Sellers, who shall have no liability or obligation whatsoever to any other Partner participating therein. To the extent that the transferring Partners are to provide any indemnification or otherwise assume any other post-closing liabilities in connection with a Tag-Along Sale pursuant to this Section 9.2, the selling Partners shall do so on a pro rata basis in an amount not to exceed the proceeds received by them in such Tag-Along Sale. Any such indemnification and/or assumption of liabilities shall be several and not joint and several in nature with respect to a Tagging Partner. Furthermore, each transferring Partner shall be required to give customary representations and warranties to the Tag-Along Transferee, including, without limitation, title to Interests conveyed, legal authority, and non-contravention of other agreements to which it is a party. Each selling Partner shall be required to enter into any instrument, undertaking or obligation necessary or reasonably requested and deliver all documents necessary or reasonably requested in connection with such Tag-Along Sale in connection with this Section 9.2.
The Tag. Along Right may be exercised by ADPM, by delivering a written notice (the “Tag-Along Exercise Notice”) to the Selling Shareholder within 15 (fifteen) days (the “Tag-Along Period”) following the delivery of the Tag-Along Notice. The Tag-Along Exercise Notice shall indicate the wish of ADPM to exercise its Tag-Along Right and specify the number of Shares (up to the maximum number of Shares required to be purchased by the Purchaser) and the amount of outstanding loans granted and capital contributions made by ADPM to the Strategic Partner that it wishes to sell or transfer in the proposed transaction, and the Selling Shareholder shall be obligated to include (and the Purchaser obligated to purchase) such number of Shares and amount of outstanding loans and capital contributions as part of the proposed transaction. ADPM and the Selling Shareholder shall thereafter take all actions as may reasonably be requested in order to facilitate the closing of the applicable transaction and to effectuate the provisions of this Clause 7.4 (including the execution and delivery of the relevant purchase agreements and other instruments for the consummation of the proposed transaction) within the period not to exceed 90 (ninety) days.
The Tag. Along Sale Right may be exercised by the Non-Selling Shareholder by delivering a written notice to the Selling Shareholder (“Tag-Along Sale Notice”) no later than the expiration of the Shareholder ROFO Transfer Notice Period (in case the Shareholder ROFO is not excised by the Non-Selling Shareholder) or 30 (thirty) days of the expiry of the Shareholder ROFO Acceptance Period (in case the Shareholder ROFO is exercised by the Non-Selling Shareholder) as the case may be.
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The Tag. Along Right shall not apply to any Transfer of Securities:
The Tag. Along Right provided for in this Section 7.2 may be exercised by the Tag-Along Members by delivery of a written notice to the Manager (the "TAG-ALONG NOTICE"), within ten (10) business days following receipt by the Tag Along Members of the Offer Notice. If a Tag-Along Member does not deliver a Tag-Along Notice within such ten (10) business day period, the Tag-Along Member shall be deemed to have waived its Tag-Along Right with respect to the proposed sale by the Manager.
The Tag. Along Right provided for herein may be exercised by a Tag-Along Holder by delivery of a written notice to Yamada and the Corporation (the "Tag-Along Notice") within ten (10) Business days following its receipt of the notice specified in the last sentence of the preceding paragraph. The Tag-Along Notice shall state the amount of shares of Common Stock that the Tag-Along Holder proposes to include in such transfer to the Proposed Purchaser. In the event that the Proposed Purchaser does not purchase the shares of Common Stock from the Tag-Along Holder specified in the Tag-Along Notice on the same terms and conditions as specified in the notice referred to in the last sentence of the preceding paragraph, then Yamada, any Affiliate thereof, or Sunhorizon shall not be permitted to sell any shares of Common Stock to the Proposed Purchaser in the Proposed Disposition.
The Tag. Along Right may be exercised by the Holders by delivery of a written notice to the Principal Shareholder (the “Tag-Along Notice”) within fifteen (15) calendar days following its receipt of the notice specified in the last sentence of the preceding paragraph. The Tag-Along Notice shall state the number of Shares that the Holders propose to include in such transfer to the Proposed Purchaser determined as aforesaid, plus the number of additional Shares, if any, that the Holders would be willing to sell to the Proposed Purchaser in the event that any of the other Holders elect not to exercise their Tag-Along Rights in whole or in part. The maximum number of additional Shares that the Holders shall be entitled to sell, and the Proposed Purchaser be required to purchase, shall be determined by multiplying the total number of Shares that, under the formula described in the previous paragraph, the Holders could have elected to sell to the Proposed Purchaser but elected not to so sell, by a fraction, the numerator of which is the total number of Shares owned by the holders of Shares electing to sell additional Shares and the denominator of which is the total number of Shares owned by all holders who delivered Tag-Along Notices. In the event that the Proposed Purchaser does not purchase Shares from the Holders on the same terms and conditions as specified in the notice referred to in the last sentence of the preceding paragraph, then the Principal Shareholder shall not be permitted to sell any Shares to the Proposed Purchaser in the Proposed Transfer. If no Tag-Along Notice is received during the 15-day period referred to above (or if such Tag-Along Notice does not cover all the Shares proposed to be transferred), the Principal Shareholder shall have the right, for a period of ninety (90) days after the expiration of the 15-day period referred to above, to transfer the Shares specified in the notice referred to in the last sentence of the preceding paragraph (or the remaining Shares) on terms and conditions no more favorable than those stated in the Tag- Along Notice and in accordance with the provisions of this Section 4.
The Tag. Along Right shall be exercised by a Tag-Along Stockholder by notifying the Selling Stockholder in writing (the "Tag-Along Notice") within 10 days after its receipt of the Written Notice. The Tag-Along Notice shall state the number of Shares that such Tag-Along Stockholder proposes to include in such transfer to the Proposed Transferee, which number shall not exceed the maximum number of Shares which such Tag-Along Stockholder is entitled to include. Failure by any Tag-Along Stockholder to deliver a Tag-Along Notice during such 10 day period shall be deemed to constitute the election of such Tag-Along Stockholder not to exercise its Tag-Along Rights.
The Tag. Along Parties electing to participate in the sale of Securities to the Tag-Along Transferee (and each of them) shall execute and deliver to Holdings within fifteen (15) business days after delivery to such Tag-Along Parties for such execution, all documents required to be executed by each such Tag-Along Party in order to consummate the sale, subject to the limitations on liability contained in Section 2.4(d) above.
