Tag-Along Portion definition

Tag-Along Portion means, with respect to you and your Permitted Transferees, the number of shares of Common Stock beneficially owned by you and your Permitted Transferees on the date of the Tag-Along Notice multiplied by a fraction, the numerator of which is the maximum number of shares of Common Stock which can be sold in the Tag-Along Sale and the denominator of which is the aggregate number of shares of Common Stock beneficially owned by the Participants, collectively.

Tag-Along Portion means, with respect to any Tagging Seller, a number of shares of Common Stock equal to (A) the number of Registrable Securities owned by such Tagging Seller at such time, multiplied by (B) a fraction, (1) the numerator of which is the number of shares of Common Stock proposed to be registered in the Demand Registration by the Blackstone Holders, and (2) the denominator of which is the aggregate number of shares of Registrable Securities held by all Blackstone Holders prior to giving effect to any Exchange associated with such Demand Registration or any sales of Registrable Securities pursuant to such Demand Registration.

Tag-Along Portion means, for any Tagging Person in a Tag-Along Sale, that number of securities equal to the Aggregate Ownership of Common Shares by such Tagging Person immediately prior to such Transfer multiplied by a fraction the numerator of which is the maximum number of Common Shares, on a Fully-Diluted basis, proposed to be Transferred by all selling Shareholders in such Tag-Along Sale and the denominator of which is the Aggregate Ownership of Common Shares by all such Shareholders at such time.

Examples of Tag-Along Portion in a sentence

• Each Tagging Person shall have the right (a "Tag-Along Right"), exercisable by irrevocable written notice (a "Section 4.01 Response Notice") given within 10 Business Days from receipt of the Tag-Along Notice (the "Tag-Along Notice Period") to participate in such Tag-Along Sale on the same terms and conditions as set forth in the Tag-Along Notice and to sell all or any portion of its Tag-Along Portion.

• In the event the DLJ Entities shall propose to transfer a number of Shares in excess of the Free Percentage, the Tag-Along Portion shall be calculated with respect to all of the Shares proposed to be transferred by the DLJ Entities.

• In response to the Tag-Along Notice delivered by (the “Tagging Seller”) on or about , 200 , regarding a proposed Tag-Along Sale (the “Tag-Along Sale”), the undersigned Tagging Person hereby requests that such Tagging Seller include % of the undersigned Tagging Person’s Tag-Along Portion, in accordance with the Stockholders Agreement.

• The Tag-Along Notice shall identify the number of Equity Units subject to the offer (the “Tag-Along Offer”), and the Tag-Along Portion of such other Member assuming that all other Members exercise their Tag-Along Rights, the consideration at which the Transfer is proposed to be made and all other material terms and conditions including copies of definitive agreements of the Tag-Along Offer, including the form of the proposed agreement, if any.

• The Tag-Along Notice shall contain written notice of such Stockholder's offer to Motorola to sell the Tag-Along Portion of its Shares setting forth the consideration per share to be paid by the Buyer and the other terms and conditions of the Purchase Offer.

More Definitions of Tag-Along Portion

Tag-Along Portion has the meaning set forth in Section 10.5(d)(i). “Tag-along Sale” has the meaning set forth in Section 10.5(a). “Tax Advances” has the meaning set forth in Section 7.1.

Tag-Along Portion means for any Tagging Person in a Tag-Along Sale, the total number of Class A Units owned by the Tagging Person immediately prior to such Tag-Along Sale multiplied by the Tag-Along Pro Rata Share.

Tag-Along Portion means the number of Shares held by the Tagging Person or the Selling Person, as the case may be, multiplied by a fraction, the numerator of which is the number of Shares proposed to be sold by the Selling Person pursuant to Section 4.01, and the denominator of which is the aggregate number of Shares, on a Fully Diluted basis, then owned by the Selling Person.

Tag-Along Portion means, for any Tag-Along Sale, (i) the total number of Shares proposed to be Transferred by the Tag-Along Seller in such Tag Along Sale multiplied by (ii) a fraction the numerator of which is the total number of Shares held by the Tagging Person immediately prior to such Transfer and the denominator of which is the total aggregate number of Shares held by the Shareholders immediately prior to such Transfer.

Tag-Along Portion means, for any Tagging Person, that number of securities equal to the product of (i) the aggregate number of Securities owned by the Tagging Person immediately prior to the applicable Tag-Along Sale and (ii) a fraction the numerator of which is the maximum number of Securities proposed by the Tag-Along Seller to be Transferred in such Tag-Along Sale and the denominator of which is the aggregate number of Securities owned by all Stockholders at such time.

Tag-Along Portion means, with respect to each Tagging Shareholder, such Tagging Shareholder’s Aggregate Ownership Percentage (disregarding the proviso in the definition thereof) of the Company Securities proposed to be Transferred by the Tag-Along Seller.

Tag-Along Portion means, with respect to any class of Equity Securities, the number of shares of such class held (or, without duplication, that such Shareholder has the right to acquire from any Person) by the Tag-Along Person or THL, as the case may be, multiplied by a fraction, the numerator of which is the maximum number of shares of such class subject to the Tag-Along Offer and the denominator of which is the aggregate number of shares of such class on a Fully Diluted basis owned by all Shareholders. In the event the THL Entities shall propose to Transfer a number of shares of such class in excess of the Threshold Percentage, the Tag-Along Portion shall be calculated with respect to all of the shares proposed to be Transferred by the THL Entities. To the extent that the Tag-Along Notice provides that shares of Common Stock and Equity Warrants will be transferred (i) the Equity Warrants and the Common Stock shall be treated as part of a single class of Equity Securities and, if applicable, Equity Warrants are referred to in this Section 4.1 as "shares" of such class, (ii) the calculations described in this Section 4.1 with respect to such Tag-Along Notice shall include the number of shares of Common Stock issuable upon exercise of such Equity Warrants and (iii) the allocation between Equity Warrants and shares of Common Stock subject to the Tag-Along Rights will be proportional to the allocation of the number of Shares subject to the Tag-Along Notice as compared with the number of Equity Warrants subject to the Tag-Along Notice.