Tag-Along Rights. (a) Subject to Section 5.4, if one or more Class B Stockholders (the “Transferring Stockholders”) desire to sell any or all of their Shares, other than to a Permitted Holder or in a Market Sale, and such sale would result in a Change of Control (and has been approved as provided in Section 5.2(a)), each Class B Stockholder shall have the right to participate on the same terms and conditions and for the same per share consideration as the Transferring Stockholders in the sale in the manner set forth in this Section 5.5. If Class B Stockholders do not elect to purchase such Shares pursuant to Section 5.4, the Transferring Stockholders shall, prior to such sale, deliver to the other Class B Stockholders prompt written notice (the “Transfer Notice”), which notice shall state (i) the name of the proposed transferee, (ii) the number of Shares proposed to be transferred (the “Transferred Shares”) and the percentage (the “Tag Percentage”) that such number of Shares constitutes of the total number of Shares owned by such Transferring Stockholders, (iii) the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereof, and (iv) the other material terms and conditions of the proposed sale, including the proposed sale date (which date may not be less than 30 days after delivery of the Transfer Notice). Such notice shall be accompanied by a written offer from the proposed transferee to purchase the Transferred Shares, which offer may be conditioned upon the consummation of the sale by the Transferring Stockholders, or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders in such sale consistent with this Section 5.5.
Tag-Along Rights. (a) So long as this Appendix A remains in effect and Blackstone Capital Partners III Merchant Banking Fund L.P. and its affiliated co-investors in the Company (collectively, "Blackstone") beneficially owns not less than one-fourth of the Common Stock owned by Blackstone on the date hereof, with respect to any proposed Transfer by Blackstone (in such capacity, a "Transferring Stockholder") of 50% or more of the shares of Common Stock then held by Blackstone, other than a Transfer (i) to any affiliate of Blackstone or any stockholder, partner or other equity owner of any such affiliate or Blackstone or (ii) pursuant to a Public Offering, the Transferring Stockholder shall have the obligation, and the Executive and the Permitted Affiliates shall have the right, to require the proposed transferee to offer to purchase from the Executive and the Permitted Affiliates (in such capacity, a "Tagging Stockholder") a number of the Executive Shares up to the product (rounded up to the nearest whole number) of (A) the quotient determined by dividing (x) the aggregate number of Shares owned by Blackstone to be included in the contemplated Transfer by (y) the aggregate number of Shares owned by Blackstone immediately prior to the contemplated Transfer and (B) the total number of Executive Shares owned by the Tagging Stockholder, and at the same price per share of Common Stock and upon the same terms and conditions (including without limitation time of payment and form of consideration) applicable to the Transferring Stockholder; provided, that in order to be entitled to exercise his right to sell shares of Common Stock to the proposed transferee pursuant to this Section 4, the Tagging Stockholder must agree to make to the transferee the same representations, warranties, covenants, indemnities and agreements that the Transferring Stockholder agrees to make in connection with the proposed Transfer of the shares of Common Stock of the Transferring Stockholder; and provided further, that all representations and warranties shall be made by the Tagging Stockholder and the Transferring Stockholder severally and not jointly and that the liability of the Transferring Stockholder and the Tagging Stockholder (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis.
Tag-Along Rights. (a) If the Selling Party receives a bona fide offer to Transfer Shares (whether or not such offer is solicited) that the Selling Party wishes to accept (an “Offer”), the Selling Party shall include in the Offer Notice delivered pursuant to Section 3.03(a), or in an updated Offer Notice subsequently delivered to the Rights Party, information concerning (i) the identity of the Person (including all of its Controlling Persons) from whom the Selling Party received the Offer (the “Offeror”) and (ii) the purchase price per Share in cash of the Offer (or, if the Offer consists in whole or in part of Non-Cash Consideration, a description of such Non-Cash Consideration together with the determination of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice and any valuation by the Offeror of such Non-Cash Consideration) and (iii) the terms and conditions of the proposed Transfer (including the proposed time, date and place for it and the total number of Shares that the Offeror is willing to purchase). If the purchase price specified in the Offer includes unlisted securities (the “Unlisted Securities”), the Offer Notice, or the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock exchange, or a combination of the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the determination of the Fair Market Values of the Unlisted Securities and (if relevant) any freely tradable securities, on the date of the Offer Notice. At any time after the Rights Party receives an Offer Notice until the date that is five (5) days after the last Tag Trigger to occur, the Rights Party may deliver a notice (a “Tag Notice”) to the Selling Party stating the Rights Party’s intention to Transfer all or part of their Shares to the Offeror in accordance with this Section 3.04 pro-rata with the Selling Party (the “Tag Right”), in an amount not greater than the total number of Shares owned by the Rights Party multiplied by a fraction, the numerator of which is the total number of Shares proposed to be transferred by the Selling Party and the denominator of which is the total number of Shares owned by the Selling Party. The Tag Notice shall state the total number of Shares the Rights Party wishes to be included in the proposed...
Tag-Along Rights. (a) So long as this Agreement remains in effect, with respect to any proposed Transfer by the AEA Investors of the shares of Company Common Stock held by the AEA Investors to any Person other than an Affiliate of AEA or another AEA Investor (other than in an IPO, which shall be subject to the Registration Rights Agreement contemplated in Article III hereof), whether pursuant to a stock sale, merger, consolidation, a tender or exchange offer or any other transaction (any such transaction, an “AEA Sale”), the AEA Investors will have the obligation, and each of the Minority Investors will have the right, to require the proposed transferee or acquiring Person to purchase from each of the Minority Investors who exercises its rights under Section 2.3(b) (a “Tagging Stockholder”) (x) in the case of the first such proposed Transfer following which the AEA Investors, after giving effect to such AEA Sale, would not either hold a majority of the outstanding shares of Company Common Stock or have the ability to elect or appoint a majority of the members of the Board, all shares of Company Common Stock owned by such Tagging Stockholder and (y) in all other cases, a number of shares of Company Common Stock up to the product (rounded up to the nearest whole number) of (i) the quotient determined by dividing (A) the aggregate number of outstanding shares of Company Common Stock owned by such Tagging Stockholder by (B) the aggregate number of outstanding shares of Company Common Stock and (ii) the total number of shares of Company Common Stock proposed to be directly or indirectly Transferred to the transferee or acquiring Person by the AEA Investors in the contemplated AEA Sale (a “Proposed Transferee”), at the same price per share and upon substantially the same terms and conditions (including, without limitation, time of payment and form of consideration) as to be paid by and given to the AEA Investors. In order to be entitled to exercise its right to sell shares of Company Common Stock to the Proposed Transferee pursuant to this Section 2.3, each Tagging Stockholder must agree to make to the Proposed Transferee the same covenants, indemnities (with respect to all matters other than the AEA Investors’ or other Tagging Stockholders’ ownership of Company Common Stock) and agreements as the AEA Investors agree to make in connection with the AEA Sale and only such representations and warranties (and related indemnification) as to its ownership of its Company Common Stock as...
Tag-Along Rights. (a) If at any time the Company receives a Tag-Along Notice, the Company shall promptly (and, in any event, within five (5) days of the Company’s receipt of such Tag-Along Notice) deliver to each Member holding Class A Units a written notice setting forth the date the Tag-Along Notice was received by the Company and the Tag-Along Terms and the Company’s Maximum Tag-Along Portion, and attaching a copy of the Tag-Along Notice. Each Member holding Class A Units shall have the right and option (“Tag-Along Rights”), but not the obligation, to cause the Company to repurchase, at the same price per Class A Unit as the Tag-Along Seller, up to such Member’s Percentage Interest of the Company’s Maximum Tag-Along Portion, by delivering written notice to the Company, which notice shall specify the number of Class A Units which such Member wishes to cause the Company to repurchase, by the date that is ten (10) days after the date of receipt by such Member of the notice referred to in the immediately preceding sentence (each Member delivering such notice, a “Tag-Along Member”). The rights of the Members pursuant to this Section 8.02(a) shall terminate with respect to such proposed Tag-Along Sale if not exercised by such date. The exercise by a Tag-Along Member of its Tag-Along Rights as set forth in such Member’s notice to the Company shall be irrevocable; provided, however, that if the principal Tag-Along Terms change with the result that the per Unit price shall be less than the per Unit price set forth in the Tag-Along Notice or the other terms and conditions shall be less favorable to the Company than those set forth in the Tag-Along Notice, the Company shall promptly notify each Tag-Along Member thereof and each such Tag-Along Member shall have five (5) Business Days to consider such changes and shall be permitted to withdraw its exercise of its Tag-Along Rights by written notice to the Company and upon such withdrawal shall be released from its obligations thereunder.
Tag-Along Rights. (a) Notwithstanding anything to the contrary in this Agreement, prior to the consummation of a proposed Tag-Along Sale, the Potential Tag-Along Sellers shall be afforded the opportunity to participate in such Tag-Along Sale on a pro rata basis, as provided in Section 8.5(b) below.
Tag-Along Rights. Unless the Existing Stockholders Representative elects to exercise its rights pursuant to Section 7.14, if the Existing Stockholders Representative (solely in its capacity as an Existing Stockholder) (in such capacity, the “Transferring Stockholder”) proposes to assign a portion of its rights under this Agreement to a third-party (such Person, a “Prospective Purchaser,” and such transaction, a “Tag-Along Sale”), then, prior to proceeding with such Tag-Along Sale, the Transferring Stockholder will deliver to the other Existing Stockholders (the “Other Existing Stockholders”) a written notice stating that the Transferring Stockholder proposes to assign a portion of its rights under this Agreement and the consideration to be paid by the Prospective Purchaser. Each Other Existing Stockholder may elect to assign a portion its rights under this Agreement on the same terms and conditions as the Transferring Stockholder. Within ten (10) days after receipt of such written notice, if an Other Existing Stockholder elects to participate in such Tag-Along Sale, such Other Existing Stockholder will deliver written notice to the Transferring Stockholder stating the rights to be assigned by such Other Existing Stockholder. If the Prospective Purchaser will not acquire all of the rights of the Transferring Stockholder and the electing Other Existing Stockholders, then the rights proposed to be assigned by the Transferring Stockholder and the electing Other Existing Stockholders will be ratably reduced to that which the Prospective Purchaser is willing to acquire. Each electing Other Existing Stockholder will take all actions requested by the Transferring Stockholder in connection with the consummation of a Tag-Along Sale, including the execution of all agreements, documents and instruments in connection therewith requested by the Transferring Stockholder of such Other Existing Stockholder. The Transferring Stockholder and the electing Other Existing Stockholders will bear their Applicable Percentage of the costs of a Tag-Along Sale.
Tag-Along Rights. (a) In the event that, at any time prior to the date on which the Company consummates a sale of shares of Common Stock in an initial public offering of shares of Common Stock registered pursuant to the Securities Act of 1933, as amended, the Acquiring Stockholder proposes to Transfer shares of Common Stock to a Third Party Purchaser, in a single Transfer or a series of related Transfers constituting a Company Sale (as defined in Section 3(f) below) then each Management Stockholder shall have the right, subject to Section 3(e) below (the “Tag-Along Right”) to require that the proposed Third Party Purchaser purchase from such Management Stockholder up to the number of whole shares of Common Stock (including any Restricted Shares issuable upon the exercise of Options that are vested as of the date of such Transfer, including any Options that vest as a result of the consummation of the Transfer to the Third Party Purchaser (collectively, the “Vested Options”)) equal to the number derived by multiplying (x) the total number of shares of Common Stock that the proposed Third Party Purchaser has agreed or committed to purchase, by (y) a fraction, the numerator of which is the total number of shares of Common Stock (including shares of Common Stock issuable upon exercise of Vested Options) owned by the Management Stockholder, and the denominator of which is the aggregate number of shares of Common Stock owned by all Acquiring Stockholders, the Management Stockholder and all other holders of Common Stock or Options (whether or not vested). The intent of this computation is to accord to the Management Stockholder the right to sell the same percentage of its holdings of Common Stock as the Acquiring Stockholder are entitled to sell in such a transaction. Any shares of Common Stock and Options purchased from the Management Stockholder pursuant to this Section 3(a) shall be purchased upon the same terms and conditions as such proposed Transfer by the selling Acquiring Stockholder(s).
Tag-Along Rights. (a) If the Sponsor proposes to transfer all or a portion of the shares of Common Stock beneficially owned by it to a Third Party which would not be an Affiliate of the Sponsor immediately upon consummation of such transfer, and the Sponsor does not exercise its Drag-Along Rights in accordance with Section 7.4 (a “Tag-Along Sale”), the Sponsor shall cause you and your Permitted Transferees to have the option to exercise your rights under this Section 7.1, provided, however, that you and your Permitted Transferees, if any, shall have no rights under this Section 7.1 if the shares of Common Stock to be transferred in such transaction and any shares of Common Stock which have been transferred to any Third Party within a 90-day period preceding the date of such transfer have, in the aggregate, a Fair Market Value less than ten million dollars ($10,000,000) (a “Small Transfer”), and provided, further, that when the cumulative Fair Market Value of all such Small Transfers, the value to be calculated at the time of each such transfer, exceeds fifty million dollars ($50,000,000), the restrictions provided for in the first proviso of this Section 7.1(a) shall no longer be in effect. Moreover, you and your Permitted Transferees, if any, shall have no rights under this Section 7.1 with respect to any transfer by the Sponsor of any shares of Common Stock beneficially owned by it to any limited partner of the Sponsor.
Tag-Along Rights. (a) If any Kenner Member (as defined in the LLC Agreement) determines to sell, transfer or otherwise dispose of any shares of Common Stock or Common Stock Equivalents then owned by the Institutional Investors (the "Transfer Securities") to any Person or Persons (other than to the partners and co-investors and their respective Affiliates of the Kenner Member) and such sale, transfer or other disposition would trigger the tag-along rights provided under Section 9.3 of the LLC Agreement and/or the provisions of the Stockholders Agreement, KAT Holdings, L.P. shall cause the Kenner Member to notify the Stockholder in writing (the "Tag Along Notice") of such proposed transfer and its terms and conditions. Within 15 days of receipt of a Tag Along Notice, the Stockholder shall notify (the "Tag Along Participation Notice") the Kenner Member if it elects to participate in such transfer ("Tag Along Right") and shall state the number of Shares, Rollover Options and other Common Stock that the Stockholder desires to sell (the "Tag Along- Securities"). Upon electing to transfer, the Stockholder shall be obligated to sell, at the same price and on the same terms as the Kenner Member, the number of Tag-Along Securities stated in its notice to the Kenner Member. The Stockholder may elect to sell such number of Tag-Along Securities as is equal to the number of shares of Transfer Securities to be purchased by the proposed transferee multiplied by a fraction, the numerator of which shall be the number of Shares, Rollover Options and other Common Stock held by the Stockholder and the denominator of which shall be the aggregate number of shares of Common Stock or Common Stock Equivalents held by the Kenner Member and all other stockholders exercising tag-along rights under the LLC Agreement and/or the Stockholders Agreement and other Buy-Sell Agreements (including the Stockholder); provided, however, that the sale of the Transfer Securities contained in the Tag Along Notice is consummated within 90 days following delivery of the Tag-Along Notice. The Stockholder shall agree to enter into a purchase agreement in form and substance approved by the Kenner Member which may contain provisions requiring customary representations as to ownership of the Tag-Along Securities to be purchased and the absence of liens thereon and indemnifications from the Stockholder (provided, that the Stockholder will not be required to undertake express or contractual liability for representations, warr...
