Common use of Proposed Transfer Clause in Contracts

Proposed Transfer. If one or more Shareholders ("Sellers") propose to Transfer Stock representing fifty-one percent (51%) or more of the then outstanding Stock, and provided that the Transfer is not a Permitted Transfer (as defined in Section 3.07 hereof), then each of the Shareholders other than the Sellers ("Tag-Along Shareholders") shall have the right ("Tag-Along Right") to require the proposed purchaser(s) to purchase from such Tag-Along Shareholder up to the number of whole shares of Stock not to exceed the number derived by multiplying the total number of shares of Stock to be purchased by the proposed purchaser(s) in such transaction(s) by a fraction, the numerator of which is the total number of shares of Stock owned by such