Tag Along and Drag Along Rights. (a) The Participant shall be deemed to be a Management Tag Along Holder (as such term is defined in the Articles) for purposes of the Articles, such that the Participant shall be entitled to receive a Tag Along Notice (as such term is defined in the Articles) and otherwise participate in the provisions of the Tag Along Sale as set out in the Articles with respect to (i) the vested portion of any Award and (ii) with respect to the unvested portion of any Award, the portion of such Award that would vest under Section 3(c) of the Award Agreement to which this Annex A is attached in connection with such Tag Along Sale (e.g., where such Tag Along Sale is also a Change in Control) (“Contingent Awards”), and, for purposes of the Articles, Eligible Convertible Securities shall include both vested Awards and Contingent Awards. In such event, the Shares underlying vested Awards and Contingent Awards shall be permitted to be sold pursuant to such Tag Along Sale by the Participant in its capacity as a Management Tag Along Holder. The proceeds from such Tag Along Sale with respect to Contingent Awards shall (A) be deposited into escrow, (B) vest in accordance with the terms of the Applicable Award Agreement (or otherwise) and (C) be distributed to the Participant when the underlying portion of the Award otherwise vests (or in the case of any Contingent Award that is considered to be non-qualified deferred compensation subject to Section 409A of the Code (“Section 409A Deferred Compensation”), when permitted by Section 409A without penalty to the Participant).
Tag Along and Drag Along Rights. Members, the proceeds will be distributed to the Westxxxxx Xxxbers and the Tagging Members exercising their Tag-Along Rights using an implied valuation of the Company determined by the Executive Committee in good faith. The rights of the Tagging Members to require a purchase of any of their Units pursuant to this Section 9.2(a) are collectively referred to herein, as applicable, as the "Tag-Along Rights". In order to be entitled to exercise its Tag-Along Rights, a Tagging Member must agree to make, severally but not jointly, the same representations, warranties, covenants and indemnities and other similar agreements as the Westxxxxx Xxxber agrees to make in connection with the proposed Transfer of its Units. Each Westxxxxx Xxxber shall give notice to each Tagging Member of each proposed Transfer by such Westxxxxx Xxxber giving rise to the Tag-Along Rights of such Tagging Member at least 20 days prior to the proposed consummation of such Transfer, setting forth the name and address of the proposed transferee, the proposed amount of consideration therefor and terms and conditions agreed to by the proposed transferee, and the number of Units such Tagging Member may sell to such proposed transferee (in accordance with the first two sentences of this Section 9.2(a)). The Tag-Along Rights must be exercised by each Tagging Member within 15 days following receipt of the notice required by the preceding sentence, by delivery of a written irrevocable notice to the relevant Westxxxxx Xxxber indicating the exercise by such Tagging Member of its rights and specifying the Units it desires to sell. If the proposed transferee fails to purchase the interest of any Tagging Member after it has properly exercised its Tag-Along Rights, then such Westxxxxx Xxxber shall not be permitted to make the proposed Transfer, and any such attempted Transfer shall be void and of no effect. If any Tagging Member exercises its Tag-Along Rights, the closing of the purchase of its Units with respect to which such Tag-Along Rights have been exercised shall take place concurrently with the closing of the sale of the Westxxxxx Xxxber's Units.
Tag Along and Drag Along Rights. Shares owned by the Executive shall be subject to the applicable tag-along and drag-along provisions of the Stockholders Agreement, provided that the applicable thresholds shall be reduced from 50% to 25%.
Tag Along and Drag Along Rights. If, prior to the time that equity securities of Associated (of the same class as the Contributor Registrable Securities) are publicly traded, the Original Shareholders shall sell to a third party (other than an Affiliate of such Original Shareholder) any of their equity interests in Associated at a time when Contributor holds any equity interest in the Company (an "Equity Interest"):
Tag Along and Drag Along Rights. In the event of a sale of the majority of the common stock of NBC Holdings Corp., all shares of Common Stock of NBC Holdings Corp. owned by Executive (including shares hereafter acquired) shall be subject to tag-along and drag-along rights, entitling and obligating Executive to sell his shares ratably with, and on the same terms and conditions as, other selling shareholders.
Tag Along and Drag Along Rights. The Limited Partners shall have the following rights in connection with a sale of Units of the Partnership:
Tag Along and Drag Along Rights. (a) In the event that the Board of Directors of Managing Member votes to approve any Transaction or to recommend that the stockholders of Managing Member consider any Transaction, Managing Member shall, at the written election of Non-Managing Member given within five (5) business days of the later of the date of the applicable Sale Notice or the date on which Non-Managing Member learns of the Transaction (in which case Managing Member shall promptly deliver a Sale Notice to Non-Managing Member), use its best efforts to cause the terms and conditions of the proposed Transaction to include an offer to purchase Non-Managing Member's Interest in accordance with the provisions set forth below. In the event that Managing Member is unable to cause the terms and conditions of the Transaction to include an offer to purchase Non-Managing Member's Interest in accordance with the provisions set forth below, Managing Member shall be deemed to have elected to purchase Non-Managing Member's Interest on the terms set forth below.
Tag Along and Drag Along Rights. Grantee shall be considered to be a “Tag Along Holder” and a “Stockholder” (as defined in the Stockholders Agreement) for purposes of Section 4 of the Stockholders Agreement only and shall be entitled to the benefits, and subject to the obligations, set forth therein (it being understood and agreed that unvested Restricted Stock held by Grantee shall be ineligible to be “Tag Eligible Shares” (as defined in the Stockholders Agreement)). The eligibility of Grantee to receive consideration for unvested Restricted Stock pursuant to Section 4.2 of the Stockholder Agreement shall be subject to the [vesting and other terms of the Restricted Stock set forth herein.
Tag Along and Drag Along Rights. (a) El Paso GP Holdco Tag-Along Rights. If either or both of Enterprise Parent 1 or Enterprise Parent 2 (or a Transferee thereof admitted as a Substituted Member pursuant to Section 9.02) (singly or collectively, the "TAG-INITIATING MEMBER") proposes to Dispose of any of their Membership Interests, other than to a Permitted Transferee pursuant to Section 9.02 or in a transaction subject to Section 9.05(b) (such proposed Disposal is referred to herein as a "PROPOSED TAG-ALONG DISPOSITION"), the Tag-Initiating Member shall offer (the "TAG-ALONG OFFER") to El Paso GP Holdco (or its Transferees admitted as Substituted Members pursuant to Section 9.02) (the "TAG-ALONG MEMBER") to include in the Proposed Tag-Along Disposition a pro rata portion of the Membership Interests owned by the Tag-Along Member (the "PRO RATA TAG-ALONG MEMBERSHIP INTEREST"). The mechanics for a Tag-Along Offer are as follows:
Tag Along and Drag Along Rights. (a) In the event a Member elects to transfer all or a portion of its LLC Interest (the “Selling Member”) to an unaffiliated third party (“Third Party”), all remaining Members (“Non-Selling Members”) shall have the right to cause the Selling Member to effect the transfer of such Non-Selling Members’ respective LLC Interest to such Third Party at an incremental price and on the same terms and conditions (the “Offer”) as the Selling Member proposes to transfer its LLC Interest to such Third Party (the “Tag-Along Right”).
