Common use of Number of Shares to be Sold Clause in Contracts

Number of Shares to be Sold. If a Tag-Along Notice is received pursuant to Section 2(a)(ii), the Oaktree Investors shall be permitted to sell to the Proposed Purchaser up to the number of Oaktree Shares determined as set forth in Section 2(a)(i) above (the "Proposed Oaktree Shares"), and the KKR Holder shall be permitted to sell to the Proposed Purchaser up to a number of shares of Common Stock (the "Proposed KKR Shares") equal to the Proposed Number of Shares, less the aggregate number of Proposed Oaktree Shares and all other shares of Common Stock being sold to such Proposed Purchaser in such transaction pursuant to tag-along rights arising as a result of such sale; PROVIDED that the KKR Holder shall have the right to sell a number of additional shares of Common Stock up to the excess of the Proposed Number of Shares over the number of Proposed KKR Shares, if the Proposed Purchaser wants to purchase such additional shares. If no Tag-Along Notice is received by the KKR Holder pursuant to Section 2(a)(ii), the KKR Holder shall have the right for a 120-day period to sell to the Proposed Purchaser up to the Proposed Number of Shares on terms and conditions no more favorable in any material respect to the KKR Holder than those stated in the Tag-Along Notice.

Appears in 2 contracts

Samples: Stockholders' Agreement (TCW Group Inc), Stockholders' Agreement (TCW Group Inc)

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Number of Shares to be Sold. If a Tag-Along Notice is received pursuant to Section 2(a)(ii), the Oaktree Investors shall be permitted to sell to the Proposed Purchaser up to the number of Oaktree Shares determined as set forth in Section 2(a)(i) above (the "Proposed Oaktree Shares"), and the KKR Holder shall be permitted to sell to the Proposed Purchaser up to a number of shares of Common Stock (the "Proposed KKR Shares") equal to the Proposed Number of Shares, less the aggregate number of Proposed Oaktree Shares and all other shares of Common Stock being sold to such Proposed Purchaser in such transaction pursuant to tag-along rights arising as a result of such sale; PROVIDED provided that the KKR Holder shall have the right to sell a number of additional shares of Common Stock up to the excess of the Proposed Number of Shares over the number of Proposed KKR Shares, if the Proposed Purchaser wants to purchase such additional shares. If no Tag-Along Notice is received by the KKR Holder pursuant to Section 2(a)(ii), the KKR Holder shall have the right for a 120-day period to sell to the Proposed Purchaser up to the Proposed Number of Shares on terms and conditions no more favorable in any material respect to the KKR Holder than those stated in the Tag-Along Notice.

Appears in 2 contracts

Samples: Voting Agreement (KCLC Acquisition Corp), Stockholders' Agreement (Kindercare Learning Centers Inc /De)

Number of Shares to be Sold. If a Tag-Along Notice is received pursuant to Section 2(a)(ii), the Oaktree Investors each Minority Investor shall be permitted to sell to the Proposed Purchaser up to the number of Oaktree Minority Shares determined as set forth in Section 2(a)(i) above (the "Proposed Oaktree Minority Shares"), and the KKR Holder shall be permitted to sell to the Proposed Purchaser up to a number of shares of Common Stock (the "Proposed KKR Shares") equal to the Proposed Number of Shares, less the aggregate number of Proposed Oaktree Minority Shares and all other shares of Common Stock being sold to such Proposed Purchaser in such transaction pursuant to tag-along rights arising as a result of such sale; PROVIDED provided that the KKR Holder shall have the right to sell a number of additional shares of Common Stock up to the excess of the Proposed Number of Shares over the number of Proposed KKR Shares, if the Proposed Purchaser wants to purchase such additional shares. If no Tag-Along Notice is received by the KKR Holder pursuant to Section 2(a)(ii), the KKR Holder shall have the right for a 120-day period to sell to the Proposed Purchaser up to the Proposed Number of Shares on terms and conditions no more favorable in any material respect to the KKR Holder than those stated in the Tag-Along Notice.

Appears in 1 contract

Samples: Stockholders’ Agreement (Sealy Texas Holdings LLC)

Number of Shares to be Sold. If a Tag-Along Notice is received pursuant to Section 2(a)(ii4(a)(ii), the Oaktree Investors Stockholder shall be permitted to sell to the Proposed Purchaser up to the number of Oaktree Shares determined as set forth in Section 2(a)(i4(a)(i) above (the "Proposed Oaktree Shares"), and the KKR Holder shall be permitted to sell to the Proposed Purchaser up to a number of shares of Common Stock (the "Proposed KKR Buyer Shares") equal to the Proposed Number of Shares, Shares less the aggregate number of Proposed Oaktree Shares and all other shares of Common Stock being sold to such Proposed Purchaser in such transaction pursuant to tag-along rights arising as a result of such sale; PROVIDED provided, that the KKR Holder shall have the right to sell a number of additional shares of Common Stock up to the excess of the Proposed Number of Shares over the number of Proposed KKR Buyer Shares, if the Proposed Purchaser wants wishes to purchase such additional shares. If no Tag-Along Notice is received by the KKR Holder pursuant to Section 2(a)(ii4(a)(ii), the such KKR Holder shall have the right for a 120-120- day period to sell to the Proposed Purchaser up to the Proposed Number of Shares on terms and conditions no more favorable in any material respect to the KKR Holder than those stated in the Tag-Along Notice.

Appears in 1 contract

Samples: Stockholder Agreement (Randalls Food Markets Inc)

Number of Shares to be Sold. If a Tag-Along Notice is received pursuant to Section 2(a)(ii), the Oaktree Investors Bain shall be permitted to sell to the Proposed Purchaser up to the number of Oaktree Bain Shares determined as set forth in Section 2(a)(i) above (the "Proposed Oaktree Bain Shares"), and the KKR Holder shall be permitted to sell to the Proposed Purchaser up to a number of shares of Common Stock (the "Proposed KKR Shares") equal to the Proposed Number of Shares multiplied by a fraction, the numerator of which is the total number of KKR Shares held by the KKR Holder, and the denominator of which is the sum of the total number of Bain Shares, less the aggregate number of Proposed Oaktree Shares KKR Shares, and all other shares of Common Stock being sold to such Proposed Purchaser in such transaction pursuant to tag-along rights arising as a result of such saleOther Tag Shares; PROVIDED provided that the KKR Holder and Bain shall each have the right to sell a number of additional shares of Common Stock up to the excess of the Proposed Number of Shares over the sum of the number of Proposed KKR SharesShares and Proposed Bain Shares and the number of Other Tag Shares being sold in such transaction pursuant to other tag-along rights arising as a result of such sale, if the Proposed Purchaser wants to purchase such additional shares. If both the KKR Holder and Bain desire to sell such additional shares to the Proposed Purchaser, the number of such additional shares of Common Stock to be sold by each of Bain and the KKR Holder shall be determined on a pro rata basis based on the total number of shares owned by the KKR Holder and its Affiliates on the one hand and Bain and its Affiliates on the other hand. If no Tag-Along Notice is received by the KKR Holder pursuant to Section 2(a)(ii), the KKR Holder shall have the right for a 120-day period to sell to the Proposed Purchaser up to the Proposed Number of Shares on terms and conditions no more favorable in any material respect to the KKR Holder than those stated in the Tag-Along NoticeNotice within 90 days after the expiration of the notice period. Any securities not transferred during such 90-day period shall again be subject to the tag-along rights pursuant to the terms of this paragraph.

Appears in 1 contract

Samples: Stockholders’ Agreement (Brimfield Precision LLC)

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Number of Shares to be Sold. If a Tag-Along Notice is received pursuant to Section 2(a)(ii4(a)(ii), the Oaktree Investors Shareholder shall be permitted to sell to the Proposed Purchaser up to the number of Oaktree Shares determined as set forth in Section 2(a)(i4(a)(i) above (the "Proposed Oaktree SharesPROPOSED SHARES"), and the KKR Holder shall be permitted to sell to the Proposed Purchaser up to a number of shares of Common Stock (the "Proposed KKR SharesPROPOSED BUYER SHARES") equal to the Proposed Number of Shares, Shares less the aggregate number of Proposed Oaktree Shares and all other shares of Common Stock being sold to such Proposed Purchaser in such transaction pursuant to tag-along rights arising as a result of such sale; PROVIDED PROVIDED, that the KKR Holder shall have the right to sell a number of additional shares of Common Stock up to the excess of the Proposed Number of Shares over the number of Proposed KKR Buyer Shares, if the Proposed Purchaser wants wishes to purchase such additional shares. If no Tag-Along Notice is received by the KKR Holder pursuant to Section 2(a)(ii4(a)(ii), the such KKR Holder shall have the right for a 120-day period to sell to the Proposed Purchaser up to the Proposed Number of Shares on terms and conditions no more favorable in any material respect to the KKR Holder than those stated in the Tag-Along Notice.

Appears in 1 contract

Samples: Stockholder's Agreement (Randalls Food Markets Inc)

Number of Shares to be Sold. If a Tag-Along Notice is received pursuant to Section 2(a)(ii5.02(a)(ii), the Oaktree Investors each Shareholder shall be permitted to sell to the Proposed Purchaser up to the number of Oaktree Shares determined as set forth in Section 2(a)(i5.02(a)(i) above (with respect to each Shareholder, the "Proposed Oaktree Shares"), and the KKR Holder shall be permitted to sell to the Proposed Purchaser up to a number of shares of Common Stock (the "Proposed KKR Buyer Shares") equal to the Proposed Number of Shares, Shares less the aggregate number of Proposed Oaktree Shares and all other shares of Common Stock being sold to such Proposed Purchaser in such transaction pursuant to tag-along rights arising as a result of such sale; PROVIDED provided, that the KKR Holder shall have the right to sell a number of additional shares of Common Stock up to the excess of the Proposed Number of Shares over the number of Proposed KKR Buyer Shares, if the Proposed Purchaser wants wishes to purchase such additional shares. If no Tag-Along Notice is received by the KKR Holder pursuant to Section 2(a)(ii5.02(a)(ii), the such KKR Holder shall have the right for a 120-day period to sell to the Proposed Purchaser up to the Proposed Number of Shares on terms and conditions no more favorable in any material respect to the KKR Holder than those stated in the Tag-Along Notice.

Appears in 1 contract

Samples: Voting, Repurchase and Shareholders Agreement (Randalls Food Markets Inc)

Number of Shares to be Sold. If a Tag-Along Notice is received pursuant to Section 2(a)(ii), the Oaktree Investors each Minority Investor shall be permitted to sell to the Proposed Purchaser up to the number of Oaktree Minority Shares determined as set forth in Section 2(a)(i) above (the "Proposed Oaktree Minority Shares"), and the KKR Holder shall be permitted to sell to the Proposed Purchaser up to a number of shares of Common Stock (the "Proposed KKR Shares") equal to the Proposed Number of Shares, less the aggregate number of Proposed Oaktree Minority Shares and all other shares of Common Stock being sold to such Proposed Purchaser in such transaction pursuant to tag-along rights arising as a result of such sale; PROVIDED provided that the KKR Holder and each Minority Investor shall have the right to sell their pro rata share of a number of additional shares of Common Stock up to the excess of the Proposed Number of Shares over the number of Proposed KKR Shares, if the Proposed Purchaser wants to purchase such additional shares. If no Tag-Along Notice is received by the KKR Holder pursuant to Section 2(a)(ii), the KKR Holder shall have the right for a 120-day period to sell to the Proposed Purchaser up to the Proposed Number of Shares on terms and conditions no more favorable in any material respect to the KKR Holder than those stated in the Tag-Along Notice.

Appears in 1 contract

Samples: Stockholders’ Agreement (Sealy Corp)

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