Common use of Reduction of Shares Sold Clause in Contracts

Reduction of Shares Sold. The Prospective Selling Stockholder shall attempt to obtain the inclusion in the proposed Sale of the entire number of Shares which each of the Tag Along Sellers requested to have included in the Sale (as evidenced in the case of the Prospective Selling Stockholder by the Tag Along Notice and in the case of each Participating Seller by such Participating Seller’s Tag Along Offer). In the event the Prospective Selling Stockholder shall be unable to obtain the inclusion of such entire number of Shares in the proposed Sale, the number of Shares to be sold in the proposed Sale shall be allocated among the Tag Along Sellers in proportion, as nearly as practicable, as follows:

Appears in 8 contracts

Samples: Stockholders Agreement (WMG Acquisition Corp), Stockholders Agreement (Toys R Us Inc), Management Stockholders Agreement (LCE AcquisitionSub, Inc.)

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Reduction of Shares Sold. The Prospective Selling Stockholder Shareholder shall attempt to obtain the inclusion in the proposed Sale of the entire number of Shares which each of the Tag Along Sellers requested to have included in the Sale (as evidenced in the case of the Prospective Selling Stockholder Shareholder by the Tag Along Notice and in the case of each Participating Seller by such Participating Seller’s Tag Along Offer). In the event the Prospective Selling Stockholder Shareholder shall be unable to obtain the inclusion of such entire number of Shares in the proposed Sale, the number of Shares to be sold in the proposed Sale shall be allocated among the Tag Along Sellers in proportion, as nearly as practicable, as follows:

Appears in 5 contracts

Samples: Shareholder Agreement, Shareholder Agreement (Avago Technologies LTD), Shareholder Agreement (Avago Technologies LTD)

Reduction of Shares Sold. The Prospective Selling Stockholder shall attempt to obtain the inclusion in the proposed Sale of the entire number of Tag Eligible Shares which each of the Tag Along Sellers requested to have included in the Sale (as evidenced in the case of the Prospective Selling Stockholder by the Tag Along Notice and in the case of each Participating Seller by such Participating Seller’s Tag Along Offer). In the event the Prospective Selling Stockholder shall be unable to obtain the inclusion of such entire number of Tag Eligible Shares in the proposed Sale, the number of Tag Eligible Shares to be sold in the proposed Sale shall be allocated among the Tag Along Sellers in proportion, as nearly as practicable, as follows:

Appears in 4 contracts

Samples: Stockholders Agreement (Sungard Capital Corp), Stockholders Agreement (Sungard Capital Corp Ii), Stockholders Agreement (Sungard Data Systems Inc)

Reduction of Shares Sold. The Prospective Selling Stockholder shall Investors will attempt to obtain the inclusion in the proposed Sale of the entire number of Shares which that each of the Tag Along Sellers requested to have included in the Sale (as evidenced in the case of the Prospective Selling Stockholder Investors by the Tag Along Notice and in the case of each Participating Seller by such Participating Seller’s Tag Along Offer). In the event the Prospective Selling Stockholder shall Investors will be unable to obtain the inclusion of such entire number of Shares in the proposed Sale, the number of Shares to be sold in the proposed Sale shall will be allocated among the Tag Along Sellers in proportion, as nearly as practicable, as follows:to the respective number of Shares that each Tag Along Seller requested to be included in the proposed Sale.

Appears in 3 contracts

Samples: Stockholders Agreement (Panther Expedited Services, Inc.), Stockholders Agreement (Panther Expedited Services, Inc.), Stockholders Agreement (Panther Expedited Services, Inc.)

Reduction of Shares Sold. The Prospective Selling Stockholder Investors shall attempt to obtain the inclusion in the proposed Sale of the entire number of Shares which each of the Tag Along Sellers requested to have included in the Sale (as evidenced in the case of the Prospective Selling Stockholder Investors by the Tag Along Notice and in the case of each Participating Seller by such Participating Seller’s Tag Along Offer). In the event the Prospective Selling Stockholder Investors shall be unable to obtain the inclusion of such entire number of Shares in the proposed Sale, the number of Shares of each class to be sold in the proposed Sale shall be allocated among the Tag Along Sellers in proportion, as nearly as practicable, as follows:to the respective number of Shares of such class owned by all Tag Along Sellers.

Appears in 2 contracts

Samples: Stockholders Agreement (Burlington Coat Factory Investments Holdings, Inc.), Stockholders Agreement (Burlington Coat Factory Investments Holdings, Inc.)

Reduction of Shares Sold. The Prospective Selling Stockholder Shareholder shall attempt to obtain the inclusion include in the proposed Sale of the entire number of Shares which each of the Tag Along Sellers requested to have included in the Sale (as evidenced in the case of the Prospective Selling Stockholder Shareholder by the Tag Along Notice and in the case of each Participating Seller by such Participating Seller’s Tag Along Offer)) subject to reduction as set forth in this Section 4.1.4. In the event the Prospective Selling Stockholder Shareholder shall be unable to obtain the inclusion of such entire number of Shares in the proposed Sale, the number of Shares to be sold in the proposed Sale shall be allocated among the Tag Along Sellers in proportion, as nearly as practicable, as follows:

Appears in 2 contracts

Samples: Shareholders’ Agreement (Travelport LTD), Shareholders’ Agreement (Travelport LTD)

Reduction of Shares Sold. The Prospective Selling Stockholder Class B Stockholders shall attempt to obtain the inclusion in the proposed Sale of the entire number of Shares which each of the Tag Along Sellers requested to have included in the Sale (as evidenced in the case of the Prospective Selling Stockholder Class B Stockholders by the Tag Along Notice and in the case of each Participating Seller by such Participating Seller’s 's Tag Along Offer). In the event the Prospective Selling Stockholder Class B Stockholders shall be unable to obtain the inclusion of such entire number of Shares in the proposed Sale, the number of Shares to be sold in the proposed Sale shall be allocated among the Tag Along Sellers in proportion, as nearly as practicable, as follows:to the respective number of Shares which each Tag Along Seller requested to be included in the proposed Sale.

Appears in 2 contracts

Samples: Voting and Tag Along Agreement (Aab Richard I), Voting and Tag Along Agreement (Us Lec Corp)

Reduction of Shares Sold. The Prospective Selling Stockholder Investors shall attempt to obtain the inclusion in the proposed Sale of the entire number of Common Shares which each of the Tag Along Sellers requested to have included in the Sale (as evidenced in the case of the Prospective Selling Stockholder Investors by the Tag Along Notice and in the case of each Participating Seller by such Participating Seller’s Tag Along Offer). In the event the Prospective Selling Stockholder Investors shall be unable to obtain the inclusion of such entire number of Common Shares in the proposed Sale, the number of Common Shares to be sold in the proposed Sale shall be allocated among the Tag Along Sellers in proportion, as nearly as practicable, as follows:

Appears in 2 contracts

Samples: Unanimous Shareholders Agreement, Unanimous Shareholders Agreement (BRP Japan Co. Ltd.)

Reduction of Shares Sold. The Prospective Selling Stockholder shall attempt to obtain the inclusion in the proposed Sale of the entire number of Tag Eligible Shares which each of the Tag Along Sellers requested to have included in the Sale (as evidenced in the case of the Prospective Selling Stockholder by the Tag Along Notice and in the case of each Participating Seller by such Participating Seller’s Tag Along Offer). In the event the Prospective Selling Stockholder shall be unable to obtain the inclusion of such entire number of Tag Eligible Shares in the proposed Sale, the number of Tag Eligible Shares to be sold in the proposed Sale shall be allocated among the Tag Along Sellers in proportionSellers, as nearly as practicable, as follows:

Appears in 2 contracts

Samples: Stockholders Agreement (Univision Holdings, Inc.), Stockholders Agreement (Grupo Televisa, S.A.B.)

Reduction of Shares Sold. The Prospective Selling Stockholder Investors shall attempt to obtain the inclusion in the proposed Sale of the entire number of Shares which that each of the Tag Along Sellers requested to have included in the Sale (as evidenced in the case of the Prospective Selling Stockholder Investors by the Tag Along Notice and in the case of each Participating Seller by such Participating Seller’s Tag Along Offer). In the event the Prospective Selling Stockholder shall Investors will be unable to obtain the inclusion of such entire number of Shares in the proposed Sale, the number of Shares of each class to be sold in the proposed Sale shall will be allocated among the Tag Along Sellers in proportion, as nearly as practicable, as follows:to the respective number of Shares of such class held by each Tag Along Seller, excluding for purposes of such calculation all Shares underlying any outstanding Options or Warrants.

Appears in 2 contracts

Samples: Stockholders Agreement (Gymboree Corp), Stockholders Agreement (Gym-Card, LLC)

Reduction of Shares Sold. The Prospective Selling Stockholder Investors shall attempt to obtain the inclusion in the proposed Sale of the entire number of Shares which each of the Tag Along Sellers requested to have included in the Sale (as evidenced in the case of the Prospective Selling Stockholder Investors by the Tag Along Notice and in the case of each Participating Seller by such Participating Seller’s Tag Along Offer). In the event the Prospective Selling Stockholder Investors shall be unable to obtain the inclusion of such entire number of Shares in the proposed Sale, the number of Shares of each class to be sold in the proposed Sale shall be allocated among the Tag Along Sellers in proportion, as nearly as practicable, as follows:to the respective number of Shares of such class purchased by each Tag Along Seller.

Appears in 1 contract

Samples: Stockholders Agreement (Transcultural Health Develpment, Inc.)

Reduction of Shares Sold. The Prospective Selling Stockholder shall attempt to obtain the inclusion in the proposed Sale of the entire number of Vested Shares which each of the Tag Along Sellers requested to have included in the Sale (as evidenced in the case of the Prospective Selling Stockholder by the Tag Along Notice and in the case of each Participating Seller by such Participating Seller’s Tag Along Offer). In the event the Prospective Selling Stockholder shall be unable to obtain the inclusion of such entire number of Vested Shares in the proposed Sale, the number of Vested Shares to be sold in the proposed Sale shall be allocated among the Tag Along Sellers in proportion, as nearly as practicable, as follows:

Appears in 1 contract

Samples: Stockholders Agreement (SolarWinds, Inc.)

Reduction of Shares Sold. The Prospective Selling Stockholder Investors shall attempt to obtain the inclusion in the proposed Sale of the entire number of Shares which each of the Tag Along Sellers requested to have included in the Sale (as evidenced in the case of the Prospective Selling Stockholder Investors by the Tag Along Notice and in the case of each Participating Seller by such Participating Seller’s Tag Along Offer). In the event the Prospective Selling Stockholder Investors shall be unable to obtain the inclusion of such entire number of Shares in the proposed Sale, the number of Shares to be sold in the proposed Sale shall be allocated among the Tag Along Sellers in proportion, as nearly as practicable, as follows:

Appears in 1 contract

Samples: Stockholders Agreement (Houghton Mifflin Co)

Reduction of Shares Sold. The Prospective Selling Stockholder shall attempt to obtain the inclusion in the proposed Sale of the entire number of Shares which each of the Tag Along Sellers requested to have included in the Sale (as evidenced in the case of the Prospective Selling Stockholder by the Tag Along Notice and in the case of each Participating Seller by such Participating Seller’s 's Tag Along Offer). In the event the Prospective Selling Stockholder shall be unable to obtain the inclusion of such entire number of Shares in the proposed Sale, the number of Shares to be sold in the proposed Sale shall be allocated among the Tag Along Sellers in proportion, as nearly as practicable, as follows:

Appears in 1 contract

Samples: Investor Agreement (UGS PLM Solutions Asia/Pacific INC)

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Reduction of Shares Sold. The Prospective Selling Stockholder shall Investors must attempt to obtain the inclusion in the proposed Sale of the entire number of Shares which that each of the Tag Along Sellers requested requests to have included in the Sale (as evidenced in the case of the Prospective Selling Stockholder Investors by the Tag Along Notice and in the case of each Tag Along Participating Seller by such Tag Along Participating Seller’s Tag Along Offer). In the event the Prospective Selling Stockholder shall be Investors are unable to obtain the inclusion of such entire number of Shares in the proposed Sale, the number of Shares to be sold in the proposed Sale shall will be allocated among the Tag Along Sellers in proportion, as nearly as practicable, as follows:to the respective number of Shares which each Tag Along Seller properly requested to be included in the proposed Sale. - 14 - 4.1.5.

Appears in 1 contract

Samples: sec.report

Reduction of Shares Sold. The Prospective Selling Stockholder Investors shall attempt to obtain the inclusion in the proposed Sale of the entire number of Shares which each of the Tag Along Sellers requested to have included in the Sale (as evidenced in the case of the Prospective Selling Stockholder Investors by the Tag Along Notice and in the case of each Participating Seller by such Participating Seller’s Tag Along Offer). In the event the Prospective Selling Stockholder Investors shall be unable to obtain the inclusion of such entire number of Shares in the proposed Sale, the number of Shares of each class to be sold in the proposed Sale by each Tag Along Seller shall be allocated among the Tag Along Sellers reduced in proportion, as nearly as practicable, as follows:to the respective number of Shares of such class owned by such Tag Along Seller.

Appears in 1 contract

Samples: Stockholders Agreement (Music123, Inc.)

Reduction of Shares Sold. The Prospective Selling Stockholder Shareholder shall attempt to obtain the inclusion include in the proposed Sale of the entire number of Shares which each of the Tag Along Sellers requested to have included in the Sale (as evidenced in the case of the Prospective Selling Stockholder Shareholder by the Tag Along Notice and in the case of each Participating Seller by such Participating Seller’s Tag Along Offer)) subject to reduction as set forth in this Section 4.1.4. In the event the Prospective Selling Stockholder Shareholder shall be unable to obtain the inclusion of such entire number of Shares in the proposed Sale, the number of Shares to be sold in the proposed Sale shall be allocated among the Tag Along Sellers in proportion, as nearly as practicable, as follows:

Appears in 1 contract

Samples: Shareholders’ Agreement (Travelport LTD)

Reduction of Shares Sold. The Prospective Selling Stockholder Investors shall attempt to obtain the inclusion in the proposed Sale of the entire number of Shares which that each of the Tag Along Sellers requested requests to have included in the Sale (as evidenced in the case of the Prospective Selling Stockholder Investors by the Tag Along Notice and in the case of each Tag Along Participating Seller by such Tag Along Participating Seller’s Tag Along Offer). In the event the Prospective Selling Stockholder shall be Investors are unable to obtain the inclusion of such entire number of Shares in the proposed Sale, the number of Shares to be sold in the proposed Sale shall will be allocated among the Tag Along Sellers in proportion, as nearly as practicable, as follows:to the respective number of Shares which each Tag Along Seller properly requested to be included in the proposed Sale.

Appears in 1 contract

Samples: Stockholders’ Agreement (Signify Health, Inc.)

Reduction of Shares Sold. The Prospective Selling Stockholder shall attempt to obtain the inclusion in the proposed Sale of the entire number of Vested Shares which each of the Tag Along Sellers requested to have included in the Sale (as evidenced in the case of the Prospective Selling Stockholder by the Tag Along Notice and in the case of each Participating Seller by such Participating Seller’s 's Tag Along Offer). In the event the Prospective Selling Stockholder shall be unable to obtain the inclusion of such entire number of Vested Shares in the proposed Sale, the number of Vested Shares to be sold in the proposed Sale shall be allocated among the Tag Along Sellers in proportion, as nearly as practicable, as follows:

Appears in 1 contract

Samples: Stockholders Agreement (UGS PLM Solutions Asia/Pacific INC)

Reduction of Shares Sold. The Prospective Selling Stockholder shall Investors must attempt to obtain the inclusion in the proposed Sale of the entire number of Shares which that each of the Tag Along Sellers requested requests to have included in the Sale (as evidenced in the case of the Prospective Selling Stockholder Investors by the Tag Along Notice and in the case of each Tag Along Participating Seller by such Tag Along Participating Seller’s Tag Along Offer). In the event the Prospective Selling Stockholder shall be Investors are unable to obtain the inclusion of such entire number of Shares in the proposed Sale, the number of Shares to be sold in the proposed Sale shall will be allocated among the Tag Along Sellers in proportion, as nearly as practicable, as follows:to the respective number of Shares which each Tag Along Seller properly requested to be included in the proposed Sale.

Appears in 1 contract

Samples: Stockholders’ Agreement (SolarWinds Corp)

Reduction of Shares Sold. The Prospective Selling Stockholder Investors shall attempt to obtain the inclusion in the proposed Sale of the entire number of Shares which each of the Tag Along Sellers requested to have included in the Sale (as evidenced in the case of the Prospective Selling Stockholder Investors by the Tag Along Notice and in the case of each Participating Seller by such Participating Seller’s 's Tag Along Offer). In the event the Prospective Selling Stockholder Investors shall be unable to obtain the inclusion of such entire number of Shares in the proposed Sale, the number of Shares to be sold in the proposed Sale shall be allocated among the Tag Along Sellers in proportion, as nearly as practicable, as follows:

Appears in 1 contract

Samples: Stockholders Agreement (Houghton Mifflin Co)

Reduction of Shares Sold. The Prospective Selling Stockholder Investor shall attempt to obtain the inclusion in the proposed Sale of the entire number of Shares which each of the Tag Along Sellers requested to have included in the Sale (as evidenced in the case of the Prospective Selling Stockholder Investor by the Tag Along Notice and in the case of each Participating Seller by such Participating Seller’s 's Tag Along Offer). In the event the Prospective Selling Stockholder Investor shall be unable to obtain the inclusion of such entire number of Shares in the proposed Sale, the number of Shares to be sold in the proposed Sale shall be allocated among the Tag Along Sellers in proportion, as nearly as practicable, as follows:to the respective number of Shares which each Tag Along Seller requested to be included in the proposed Sale.

Appears in 1 contract

Samples: Stockholders Agreement (Eschelon Telecom Inc)

Reduction of Shares Sold. The Prospective Selling Stockholder Stockholders shall attempt to obtain the inclusion in the proposed Sale of the entire number of Shares which each of the Tag Along Sellers requested to have included in the Sale (as evidenced in the case of the Prospective Selling Stockholder Stockholders by the Tag Along Notice and in the case of each Participating Seller by such Participating Seller’s Tag Along Offer). In the event the Prospective Selling Stockholder Stockholders shall be unable to obtain the inclusion of such entire number of Shares in the proposed Sale, the number of Shares to be sold in the proposed Sale shall be allocated among the Tag Along Sellers in proportion, as nearly as practicable, as follows:to the respective number of Shares which each Tag Along Seller properly requested to be included in the proposed Sale.

Appears in 1 contract

Samples: Stockholders Agreement (Triple Crown Media, Inc.)

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