Examples of Tagging Investor in a sentence
Notwithstanding anything to the contrary contained in this Article III, there shall be no liability on the part of the Selling Investor to the Tagging Investor (other than the obligation to return any certificates evidencing Common Shares and limited powers- of-attorney received by the Tagging Investor) if the Transfer of Common Shares pursuant to this Article III is not consummated for whatever reason.
Following such five (5) or ten (10) Business Day period, as applicable, each Tagging Investor that has delivered a Tag-Along Participation Notice shall be entitled to sell to such Proposed Transferee on the same terms and conditions as and, concurrently with, the Selling Silver Lake Investor and the other Tag-Along Sellers, such Tagging Investor’s Tag-Along Shares.
With respect to any Shares for which a Tagging Investor holds exercisable and vested but unexercised Options, to the extent that such Shares are to be sold pursuant to this Section 3.6, such Tagging Investor must exercise the relevant Option (which exercise may be conditioned upon the closing of the Tag-Along Sale) and transfer the relevant Shares (rather than the Option) (in each case, net of any amounts required to be withheld by the Company in connection with such exercise).
The Tag-Along Right may be exercised in whole or in part at the option of each Tagging Investor; provided that notice of each Tagging Investor’s intention to exercise its Tag-Along Right, in whole or in part, shall be evidenced by the written notice delivered in compliance with Section 3.3(a) within the Offer Acceptance Period.
Each Tagging Investor shall pay its pro rata share (based on the amount of consideration received) of the reasonable out-of-pocket expenses incurred by the Participating Equityholders in connection with such Transfer and shall take all reasonably necessary and desirable actions as reasonably directed by the applicable Transferring Equityholder in connection with the consummation of such Transfer.
The Selling Holder will deliver or cause to be delivered to each Tagging Investor copies of all transaction documents relating to the Proposed Sale as the same become available.
There shall be no liability on the part of the Selling Investor to any Tagging Investor if the sale of Shares pursuant to this Section 2.2(d) is not consummated for whatever reason.
For the avoidance of doubt, it is understood that in order to be entitled to exercise its right to sell shares of Common Stock in a Public Sale pursuant to this Section 3, the Public Tagging Investor must agree to make the same representations, warranties, covenants, indemnities and agreements, if any, as the Public Selling Investor agrees to make in connection with the Public Sale.
The sale of the Shareholder Instruments by each Tagging Investor shall be completed at the same time as the sale of all relevant Tag Along Shareholder Instruments.
The exercise or non-exercise of the Tag-Along Right hereunder shall not adversely affect the right of any Tagging Investor to participate in subsequent sales of shares of Series A Preferred Stock by Transferring Investors granted under Section 8.2(a) hereof.