Tag-Along Sale definition

Tag-Along Sale has the meaning set forth in Section 3.04(a).

Tag-Along Sale has the meaning set forth in Section 9.5(a).

Tag-Along Sale has the meaning set forth in Section 4(c)(i).

Examples of Tag-Along Sale in a sentence

• In connection with any Tag-Along Sale, subject to Section 8.11, each Tagging Member shall receive the same per unit consideration (including in respect of the amount and form of consideration) for any of its Class A Units that are actually included in the Tag-Along Sale pursuant to this Section 8.9. Each Tagging Member shall otherwise be entitled to participate in such Tag-Along Sale on terms and conditions no less favorable in any material respect than those that apply to the Tag-Along Seller.

• Each Tag-Along Rightholder who does not timely deliver a Tag-Along Election Notice shall be deemed to have waived its right to participate in such Tag-Along Sale.

• The Tag-Along Seller shall have sixty (60) days following the expiration of the Tag‑Along Period in which to consummate the Tag-Along Sale, on terms not more favorable to the Tag-Along Seller than those set forth in the Sale Notice (which such 60-day period may be extended for a reasonable time, not to exceed ninety (90) days to the extent reasonably necessary to obtain required approvals or consents from any Governmental Authority).

• Any Tag-Along Rightholder may waive its rights under this Section 8.9 with respect to any Tag-Along Sale prior to the expiration of such fifteen (15) Business Day period by giving written notice to the Tag-Along Seller, with a copy to the Company.

• The Tag-Along Seller shall attempt to obtain the inclusion in the proposed Tag-Along Sale of the entire number of Class A Units which each of the Tagging Members shall have requested to be included in the Tag-Along Sale (as evidenced, in the case of the Tag-Along Seller, by the Sale Notice and, in the case of each Tagging Member, by such Tagging Member’s Tag-Along Election Notice).

More Definitions of Tag-Along Sale

Tag-Along Sale has the meaning ascribed to such term in Section 4.4(a).

Tag-Along Sale means any transfer (other than a pledge, hypothecation, mortgage or encumbrance), in one or a series of related transactions, by any OZ Limited Partner or group of OZ Limited Partners to a single Person or group of Persons (other than Related Trusts or Permitted Transferees of such OZ Limited Partners) pursuant to any transaction exempt from registration under the Securities Act and any similar applicable state securities laws of Class A Shares and/or Class A Common Units representing in the aggregate at least 5% of the Class A Shares (calculated as if all Class A Common Units held by each Limited Partner had been exchanged for Class A Shares) then held by all of the Limited Partners, but only in the event that (i) such Person or group of Persons to which such transfer is made is a strategic buyer, or (ii) the OZ Limited Partners participating in such transfer include Xxxxxx X. Och or any of his Related Trusts. For the avoidance of doubt, sales of Class A Shares pursuant to the provisions of Rule 144 shall not constitute a Tag-Along Sale or any part thereof.

Tag-Along Sale has the meaning set forth in Section 6.5(a).

Tag-Along Sale is defined in Section 7.6(a).

Tag-Along Sale means any transfer (other than a pledge, hypothecation, mortgage or encumbrance), in one or a series of related transactions, by any Limited Partner or group of Limited Partners to a single Person or group of Persons (other than Related Trusts or Permitted Transferees of such Limited Partners) pursuant to any transaction exempt from registration under the Securities Act and any similar applicable state securities laws of Class A Shares and/or Class A Common Units representing in the aggregate at least 5% of the Class A Shares (calculated as if all Class A Common Units held by each Limited Partner had been exchanged for Class A Shares) then held by all of the Limited Partners, but only in the event that (i) such Person or group of Persons to which such transfer is made is a strategic buyer, or (ii) the Limited Partners participating in such transfer include Xxxxxx X. Och or any of his Related Trusts. For the avoidance of doubt, sales of Class A Shares pursuant to the provisions of Rule 144 shall not constitute a Tag-Along Sale or any part thereof.

Tag-Along Sale has the meaning given such term in Section 12.4.

Tag-Along Sale has the meaning set forth in Section 7.6;