Maximum Tag Along Portion definition

Maximum Tag Along Portion means a portion of a Tag Along Participant's Limited Partnership Interest the price of which (based on the Tag Along Price of such Limited Partnership Interest) equals the total original price proposed to be paid by the transferee for the Selling Party's Limited Partnership Interest multiplied by a fraction, the numerator of which is the Tag Along Price of such portion which such Tag Along Participant desires to include in such sale and the denominator of which is the aggregate Tag Along Price of the Limited Partnership Interests that the Selling Party and each Tag Along Participant desires to include in such sale.

Maximum Tag Along Portion means a portion of the Selling Party’s or a Tag Along Participant’s Shares equal to the aggregate number of Shares the transferee actually proposes to purchase multiplied by a fraction, the numerator of which shall be the number of Shares issued and owned by such Selling Party or Tag Along Participant (including, for the avoidance of doubt, in the case of participating Option Holders, Shares to be acquired upon the exercise of any vested Options owned by such Option Holder and to be included in such Transfer) and the denominator of which shall be the aggregate number of Shares owned by the Selling Party and each Tag Along Participant exercising its rights under this Section 8.2(a) (including, for the avoidance of doubt, Shares to be acquired upon the exercise of vested Options owned by participating Option Holders and to be included in such Transfer); provided, however, that if the Selling Party proposes to Transfer Shares representing 50% or more of the issued and outstanding Shares, the Maximum Tag Along Portion for each Tag Along Participant shall be equal to all of the Shares owned by such Tag Along Participant. To the extent one or more Tag Along Participants exercise such right of participation in accordance with the terms and conditions of this Section 8.2(a), the number of shares that the Selling Party may sell in the transaction shall be correspondingly reduced if the transferee is not willing to purchase all of the shares the Selling Party and the Tag Along Participants desire to sell. For the avoidance of doubt, the Option Holders shall be treated as a single Tag Along Participant for purposes of this Section 8.2(a), and the number of Shares owned by such Option Holders and proposed to be sold by such Option Holders shall be determined by the Option Holder Representative in its reasonable discretion based on instructions received from the Option Holders.”

Maximum Tag Along Portion shall have the meaning provided in Section 7.4(c).

Examples of Maximum Tag Along Portion in a sentence

• The third-party transferee of the Selling Party shall purchase from each Tag Along Participant the portion of such Tag Along Participant’s Limited Partnership Interest that such Tag Along Participant desires to sell, provided, that the third-party may, but shall not be obligated, to purchase, such portion that exceeds the Maximum Tag Along Portion (as defined below) and, if such portion exceeds the Maximum Tag Along Portion, the transferee shall be obligated to purchase only the Maximum Tag Along Portion.

• The third-party transferee of the Selling Party shall purchase from each Tag Along Participant the portion of such Tag Along Participant's Limited Partnership Interest or Convertible Note that such Tag Along Participant desires to sell, provided that such portion does not exceed the Maximum Tag Along Portion (as defined below) and, if such portion exceeds the Maximum Tag Along Portion, the transferee shall purchase only the Maximum Tag Along Portion.

• If such portions exceed the Maximum Tag Along Portion, the third party purchaser shall be obligated to purchase only the Maximum Tag Along Portion, and the amount of Partnership Interests of each of the Selling Limited Partner and Tag Along Participants to be included in the Transfer shall be reduced pro-rata, based on the relative Percentage Interests that the Selling Limited Partner and the Tag Along Participants elect to include in the sale.

• The third-party transferee of the Selling Party shall purchase from each Tag Along Participant the portion of such Tag Along Participant's Limited Partnership Interest that such Tag Along Participant desires to sell, provided that such portion does not exceed the Maximum Tag Along Portion (as defined below) and, if such portion exceeds the Maximum Tag Along Portion, the transferee shall purchase only the Maximum Tag Along Portion.

• The third-party transferee of the Selling Party shall purchase from each Tag Along Participant the portion of such Tag Along Participant's Limited Partnership Interest that such Tag Along Participant desires to sell, provided, that the third-party may but shall not be obligated to purchase such portion that exceeds the Maximum Tag Along Portion (as defined below) and, if such portion exceeds the Maximum Tag Along Portion, the transferee shall be obligated to purchase only the Maximum Tag Along Portion.

More Definitions of Maximum Tag Along Portion

Maximum Tag Along Portion has the meaning set forth in the Holdco Agreement.

Maximum Tag Along Portion means, with respect to any Tag-Along Stockholder exercising its Tag-Along Rights, a number of Class A Shares equal to (i) the number of Class A Shares held by such Tag-Along Stockholder, multiplied by (ii) a fraction expressed as a percentage, the numerator of which is the number of Class A Shares proposed to be sold by the Tag-Along Seller in such Tag-Along Sale and the denominator of which is the aggregate number of Class A Shares held by such Tag-Along Seller.

Maximum Tag Along Portion means, with respect to any Tag-Along Stockholder exercising its Tag-Along Rights, a number of shares of Common Stock equal to

Maximum Tag Along Portion means a portion of a Tag Along Participant's Limited Partnership Interest or Convertible Note the price of which (based on the Tag Along Price of such Limited Partnership Interest or Convertible Note) equals the total original price proposed to be paid by the transferee for the Selling Party's Limited Partnership Interest or portion of a Convertible Note multiplied by a fraction, the numerator of which is the Tag Along Price of such portion which such Tag Along Participant desires to include in such sale and the denominator of which is the aggregate Tag Along Price of the Limited Partnership Interests or portion of a Convertible Note that the Selling Party and each Tag Along Participant desires to include in such sale.

Maximum Tag Along Portion attributable to a Tag Along Participant means an amount equal to (a) the total number of Units proposed to be transferred to the third-party transferee by the Selling Investor and all Tag Along Participants multiplied by (b) a fraction, the numerator of which is the number of Units held by such Tag Along Participant and the denominator of which is the number of Units held by the Selling Investor and all Tag Along Participants.

Maximum Tag Along Portion means, with respect to any Tag-Along Member exercising its Tag-Along Rights, a number of Units (of the same class as proposed to be Transferred by the Tag-Along Seller) equal to (i) the number of Units held by such Tag-Along Member, multiplied by (ii) a fraction expressed as a percentage, the numerator of which is the number of Units proposed to be sold by the Tag-Along Seller in such Tag-Along Sale and the denominator of which is the aggregate number of Units held by such Tag-Along Seller.

Maximum Tag Along Portion has the meaning ascribed to it in Clause 11.1.11;