upon subsequent Transfer. If one or more Other Holders give the Selling Vestar Holder a timely Tag-Along Notice, then the Selling Vestar Holder shall use all reasonable efforts to obtain the agreement of the prospective Transferee(s) to the participation of the Other Holders in any contemplated Transfer, on the same terms and conditions as are applicable to the Offered Securities, and no Selling Vestar Holder shall transfer any of its units or shares, as the case may be, to any prospective Transferee if such prospective Transferee(s) declines to allow the participation of the Other Holders, unless Vestar agrees to purchase the Units that such Other Holders are entitled to sell and have elected to sell in connection with such Transfer. If the prospective Transferee(s) is unwilling or unable to acquire all of the Offered Securities and all of the Employee Securities, TCW Securities and NYLIM Securities specified in a timely Tag-Along Notice upon such terms, then the Selling Vestar Holder may elect either to cancel such proposed Transfer or to allocate the maximum number of each class of Securities that the prospective Transferees are willing to purchase (the “Allocable Shares”) among the Selling Vestar Holder and the Other Holders giving timely Tag-Along Notices as follows (it being understood that the prospective Transferees shall be required to purchase Securities of the same class on the same terms and conditions taking into account the provisions of clause (1) of the first paragraph of this Section 3.3(a), and to consummate such Transfer on those terms and conditions):
upon subsequent Transfer. If one or more Other Holders give the Selling Holder a timely Tag-Along Notice, then the Selling Holder shall use all reasonable efforts to obtain the agreement of the prospective Transferee(s) to the participation of the Other Holders in any contemplated Transfer, on the same terms and conditions as are applicable to the Offered Securities, and no Selling Holder shall transfer any of its shares to any prospective Transferee if such prospective Transferee(s) declines to allow the participation of the Other Holders. If the prospective Transferee(s) is unwilling or unable to acquire all of the Offered Securities and all of the Marathon Securities, Xxxxxxx Family Securities and Employee Securities specified in a timely Tag-Along Notice upon such terms, then the Selling Holder may elect either to cancel such proposed Transfer or to allocate the maximum number of each class of Securities that the prospective Transferees are willing to purchase (the "Allocable Shares") among the Selling Holder and the Other Holders giving timely Tag-Along Notices as follows (it being understood that the prospective Transferees shall be required to purchase Securities of the same class on the same terms and conditions taking into account the provisions of clause (1) of the first paragraph of this Section 3.2(a), and to consummate such Transfer on those terms and conditions):
(i) each participating Securityholder (including the Selling Holder) shall be entitled to sell a number of shares of each class of Securities (taking into account the provisions of clause (1) of the first paragraph of this Section 3.2(a)) (not to exceed, for any Other Holder, the number of shares of such class of Securities identified in such Other Holder's Tag-Along Notice) equal to the product of (A) the number of Allocable Shares of such class of Securities and (B) a fraction, the numerator of which is such Securityholder's Ownership Percentage of such class of Securities and the denominator of which is the aggregate Ownership Percentage for all participating Securityholders of such class of Securities; and
(ii) if after allocating the Allocable Shares of any class of Securities to such Securityholders in accordance with clause (i) above, there are any Allocable Shares of such class that remain unallocated, then they shall be allocated (in one or more successive allocations on the basis of the allocation method specified in clause (i) above) among the Selling Holder and each such Other Holder that has elec...
upon subsequent Transfer. If one or more Other Holders give the Selling Holder a timely Tag-Along Notice, then the Selling Holder shall use all reasonable efforts to obtain the agreement of the prospective Transferee(s) to the participation of such Other Holders in any contemplated Transfer, on the same terms and conditions as are applicable to the Co-Sale Offered Securities, and no Selling Holder shall transfer any of its Securities to any prospective Transferee if such prospective Transferee(s) declines to allow the participation of such Other Holders.
upon subsequent Transfer. If Participant gives Investors a timely Tag-Along Notice, then Investors shall use all reasonable efforts to obtain the agreement of the prospective Transferee(s) to the participation of Participant in any contemplated Transfer, on the same terms and conditions as are applicable to the Offered Securities, and Investors shall not transfer any of its shares to any prospective Transferee if such prospective Transferee(s) declines to allow the participation of Participant. If the prospective Transferee(s) is unwilling or unable to acquire all of the Offered Securities and all of the Option Shares specified in a timely Tag-Along Notice upon such terms, then Investors may elect either to cancel such proposed Transfer or to allocate the maximum number of shares of Common Stock that the prospective Transferees are willing to purchase (the "Allocable Shares") among Investors, Participant and such other participants giving timely Tag-Along Notices as follows:
upon subsequent Transfer. This Section 8.2(b) shall terminate upon the consummation of an Initial Public Offering.
upon subsequent Transfer. If one or more Other Stockholder(s) give the Majority Seller(s) a timely Come Along Notice, then the Majority Sellers shall use all reasonable efforts to obtain the agreement of the prospective transferee(s) to the participation of the Other Stockholders in any contemplated transfer, on the same terms and conditions as set forth in the Sale Notice.
upon subsequent Transfer. If any Participation Securityholders have elected to participate in such Transfer, the Participation Securityholders shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms as the Section 3(c) Transferring Securityholder, a portion of the total number of each class of Securityholder Shares to be sold in the Transfer, to be calculated according to the following formula: Number of Securityholder Shares of such class that a participating Participation Securityholder may sell equals the total number of Securityholder Shares of such class to be sold in the Transfer, multiplied by a fraction (1) the numerator of which is the number of Securityholder Shares of such class owned by such Participation Securityholder, and (2) the denominator of which is the number of Securityholder Shares of such class owned, in the aggregate, by the Section 3(c) Transferring Securityholder and all participating Participation Securityholders.
upon subsequent Transfer. The election (or failure to elect) by any Tag Along Rights Holder to sell or not to sell all or any portion of such Tag Along Rights Holder’s Membership Interests or Equity Securities in any Tag Along Sale shall not adversely affect such Tag Along Rights Holder’s right to participate in any future Tag Along Sale.
upon subsequent Transfer. Transfer; and provided further that notwithstanding anything to the contrary in this Agreement, no Shareholder may Transfer any Shares to a Competitor of the LLC or GT Equipment Technologies or any of their Subsidiaries pursuant to this Section 9.3.
upon subsequent Transfer. In the event the ROFR Price payable by the Prospective Transferee is in Liquid Shares (“ROFR Liquid Share Price”), in determining whether the ROFR Liquid Share Price payable by the Prospective Transferee is no more favourable to the Prospective Transferee than the ROFR Price payable in cash as reflected in the ROFR Notice (the “ROFR Cash Price”), reference shall be made to the volume weighted average price of each Liquid Share calculated for the five (5) trading days immediately preceding the date of the announcement of sale and purchase agreement between the ROFR Shareholder and the Prospective Transferee. In this connection, if the ROFR Liquid Share Price is in a currency other than the currency of the ROFR Cash Price, the exchange rate to be used to convert the ROFR Liquid Share Price into the currency of the ROFR Cash Price shall be the daily rates of such currencies published on xxxxx://xxxxxx.xxx.xxx.xx/msb/ExchangeRates.aspx on the trading day immediately preceding the date of the sale and purchase agreement between the ROFR Shareholder and the Prospective Transferee.
