Common use of Exercise of Tag-Along Right Clause in Contracts

Exercise of Tag-Along Right. (i) The Selling Member or the Affiliate Selling Member and each Tag-along Member timely electing to participate in the Tag-along Sale pursuant to Section 10.05(d)(ii) shall have the right to Transfer in the Tag-along Sale the number of Common Units and/or Preferred Units, as the case may be and with the Common Units and Preferred Units treated as separate classes for purposes of this calculation, equal to the product of (x) the aggregate number of Common Units or Preferred Units, as the case may be, that the Proposed Transferee proposes to buy as stated in the Sale Notice and (y) a fraction (A) the numerator of which is equal to the number of Common Units or Preferred Units, as the case may be, then held by the applicable Member, and (B) the denominator of which is equal to the number of Common Units or Preferred Units, as the case may be, then held by the Selling Member or the Affiliate Selling Member and all of the Tag-along Members timely electing to participate in the Tag-along Sale pursuant to Section 10.05(d)(ii) (such amount with respect to the Common Units, the "Common Tag-along Portion", and with respect to the Preferred Units, the "Preferred Tag-along Portion").

Exercise of Tag-Along Right. (i) The Selling Member or the Affiliate Selling Member and each Tag-along Along Member timely electing to participate in the Tag-along Along Sale pursuant to Section 10.05(d)(ii10.04(d)(ii) shall have the right to Transfer in the Tag-along Along Sale the number of Common Units and/or Preferred Units, Warrants or other Common Unit Equivalents, if any, as the case may be be, and with the Common Units Units, Warrants and Preferred Units other Common Unit Equivalents treated as separate classes for purposes of this calculation, equal to the product of (x) the aggregate number of Common Units Units, Warrants or Preferred Unitsother Common Unit Equivalents, as the case may be, that the Proposed Transferee proposes to buy as stated in the Sale Notice and Notice, multiplied by (y) a fraction (A) the numerator of which is equal to the number of Common Units or Preferred Units, as the case may be, on a Fully Diluted Basis then held by the applicable Member, Tag-Along Member and (B) the denominator of which is equal to the number of Common Units or Preferred Units, as the case may be, on a Fully Diluted Basis then held by the Selling Member or the Affiliate Selling Member and all of the Tag-along Along Members timely electing to participate in the Tag-along Along Sale pursuant to Section 10.05(d)(ii10.04(d)(ii) (such amount with respect to the Common Units, the "Common “Tag-along Along Portion", and with respect to the Preferred Units, the "Preferred Tag-along Portion"”).

Exercise of Tag-Along Right. (i) The Selling Member or the Affiliate i)The Selling Member and each Tag-along Member timely electing to participate in the Tag-along Sale pursuant to Section 10.05(d)(iiX.5(d)(ii) shall have the right to Transfer in the Tag-along Sale the number of Common Units and/or Preferred UnitsUnits (and applicable Unit Equivalents, if any), as the case may be and with the Common Units and Preferred Units units treated as separate classes for purposes of this calculation, equal to the product of (x) the aggregate number of Common Units or Preferred UnitsUnits (and applicable Unit Equivalents), as the case may be, that the Proposed Transferee proposes to buy as stated in the Sale Notice and (y) a fraction (A) the numerator of which is equal to the number of Common Units or Preferred Units, as the case may be, on a Fully Diluted Basis then held by the applicable Member, and (B) the denominator of which is equal to the number of Common Units or Preferred Units, as the case may be, on a Fully Diluted Basis then held by the Selling Member or the Affiliate Selling Member and all of the Tag-along Members timely electing to participate in the Tag-along Sale pursuant to Section 10.05(d)(iiX.5(d)(ii) (such amount with respect to the Common UnitsUnits (and applicable Unit Equivalents, if any), the "“Common Tag-along Portion"”, and with respect to the Preferred UnitsUnits (and applicable Unit Equivalents, if any), the "“Preferred Tag-along Portion"”).

Exercise of Tag-Along Right. (i) The Selling Member or the Affiliate Selling Member and each Tag-along Member timely electing to participate in the Tag-along Sale pursuant to Section 10.05(d)(ii) shall have the right to Transfer in the Tag-along Sale the number of Common Units and/or Preferred UnitsUnits (and applicable Unit Equivalents, if any), as the case may be and with the Common Units and Preferred Units units treated as separate classes for purposes of this calculation, equal to the product of (x) the aggregate number of Common Units or Preferred UnitsUnits (and applicable Unit Equivalents), as the case may be, that the Proposed Transferee proposes to buy as stated in the Sale Notice and (y) a fraction (A) the numerator of which is equal to the number of Common Units or Preferred Units, as the case may be, on a Fully Diluted Basis then held by the applicable Member, and (B) the denominator of which is equal to the number of Common Units or Preferred Units, as the case may be, on a Fully Diluted Basis then held by the Selling Member or the Affiliate Selling Member and all of the Tag-along Members timely electing to participate in the Tag-along Sale pursuant to Section 10.05(d)(ii) (such amount with respect to the Common UnitsUnits (and applicable Unit Equivalents, if any), the "“Common Tag-along Portion"”, and with respect to the Preferred UnitsUnits (and applicable Unit Equivalents, if any), the "“Preferred Tag-along Portion"”).

Exercise of Tag-Along Right. (i) The Selling Member or the Affiliate Selling Member and each Tag-along Member timely electing to participate in the Tag-along Sale pursuant to Section 10.05(d)(ii11.05(d)(ii) shall have the right to Transfer in the Tag-Tag along Sale the number of Common Units and/or Preferred Units(and applicable Unit Equivalents, if any), as the case may be and with the Common Units and Preferred Units treated as separate classes for purposes of this calculationbe, equal to the product of (x) the aggregate number of Common Units or Preferred Units(and applicable Unit Equivalents), as the case may be, that the Proposed Transferee proposes to buy as stated in the Sale Notice and (y) a :fraction (A) the numerator of which is equal to the number of Common Units or Preferred Units, as the case may be, on a Fully Diluted Basis then held by the applicable Member, and (B) the denominator of which is equal to the number of Common Units or Preferred Units, as the case may be, on a Fully Diluted Basis then held by the Selling Member or the Affiliate Selling Member and all of the Tag-along Members timely electing to participate in the Tag-along Sale pursuant to Section 10.05(d)(ii11.05(d)(ii) (such amount with respect to the Common UnitsUnits (and applicable Unit Equivalents, if any), the "“Common Tag-along Portion", and with respect to the Preferred Units, the "Preferred Tag-along Portion").”

Exercise of Tag-Along Right. (i) The Selling Member or the Affiliate Selling Member and each Tag-along Member timely electing to participate in the Tag-along Sale pursuant to Section 10.05(d)(ii) shall have the right to Transfer in the Tag-along Sale the number of Common Units and/or Preferred UnitsUnits (and applicable Unit Equivalents, if any), as the case may be and with the Common Units and Preferred Units treated as separate classes for purposes of this calculationbe, equal to the product of (x) the aggregate number of Common Units or Preferred UnitsUnits (and applicable Unit Equivalents), as the case may be, that the Proposed Transferee proposes to buy as stated in the Sale Notice and (y) a fraction (A) the numerator of which is equal to the number of Common Units or and Preferred Units, as the case may be, Units on a Fully Diluted Basis then held by the applicable Member, and (B) the denominator of which is equal to the number of Common Units or and Preferred Units, as the case may be, on a Fully Diluted Basis then held by the Selling Member or the Affiliate Selling Member and all of the Tag-along Members timely electing to participate in the Tag-along Sale pursuant to Section 10.05(d)(ii) (such amount with respect to the Common Unitsamount, the "Common “Tag-along Portion", and with respect to the Preferred Units, the "Preferred Tag-along Portion"”).