Tag Along Sample Clauses
A Tag Along clause is designed to protect minority shareholders in the event that a majority shareholder decides to sell their shares. It allows minority shareholders to join, or "tag along," in the sale under the same terms and conditions as the majority, ensuring they are not left behind or disadvantaged. For example, if a majority owner finds a buyer for their stake, minority holders can require the buyer to purchase their shares as well. This clause ensures fairness and equal treatment among shareholders, preventing situations where minority interests are marginalized during significant ownership changes.
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Tag Along. 2.1. If TIC and/or any of its Subsidiaries (collectively, “the Shareholder”) proposes to sell, in one or a series of related transactions, any of its Shares and/or Convertible Securities to any person and/or any of such person’s Affiliates (other than non-prearranged sales of Shares into the market executed on any stock exchange on which the Shares are then listed for trading or submitted for quotation), such that, immediately following any such sale, the Shareholder would cease to be the largest holder of: (a) the then issued and outstanding Shares (for the avoidance of doubt, not taking into account any Convertible Securities); or (b) the Shares on a fully-diluted basis, taking into account the Convertible Securities (for the avoidance of doubt, as determined pursuant to clause 1.3 above), the Shareholder may only sell such Shares or Convertible Securities if it complies with the provisions of this clause 2.
2.2. TIC shall give written notice (“the Offer Notice”) to the Bank of such intended sale on the earlier of (i) 5 (five) days after any person or persons comprising the Shareholder enters into an agreement to effect such sale (whether or not subject to conditions) and (ii) 30 (thirty) days prior to the Proposed Sale Date (as defined below). The Offer Notice shall specify the identity of the proposed purchaser (“the Third Party Purchaser”), the purchase price (“the Purchase Price”), including the purchase price per Share (“the Per Share Price”), and other terms and conditions of payment, the proposed date of sale (“the Proposed Sale Date”), the number of Shares and/or Convertible Securities (together with details of such Convertible Securities) proposed to be purchased by the Third Party Purchaser (“the Offered Shares”) and the percentage that the Offered Shares represent of all (a) Shares owned by the Shareholder, in the event the Shareholder proposes to sell Shares only and/or only clause 2.1(a) above is applicable; or (b) the Shareholder’s Shares and Convertible Securities, in the event that the Shareholder proposes to sell both Shares and Convertible Securities or Convertible Securities only and clause 2.1(b) above is (or for the avoidance of doubt, both clauses 2.1(a) and 2.1(b) above are) applicable. For the avoidance of doubt, the Offer Notice shall describe any other transactions relating to the Shares and/or Convertible Securities with the Third Party Purchaser and/or its Affiliates that have taken place or are proposed to take place or certi...
Tag Along. Subject to Section 13.8(c), no holder of Class A Membership Interest shall Transfer Class A Membership Interest to a third party without complying with the terms and conditions set forth in this Section 13.8, as applicable.
(a) Any of the Class A Members (each, an “Initiating Member”) desiring to Transfer more than fifty percent (50%) of the total Class A Membership Interest in a single transaction or a series of similar transactions, shall give not less than ten (10) Business Days prior written notice of such intended Transfer to each Class B Member and to the Company. Such notice (the “Participation Notice”) shall set forth the terms and conditions of such proposed Transfer, including the name of the prospective Transferee, the amount of the Class A Membership Interest proposed to be Transferred by the Initiating Member (the “Participation Interest”) and the Sharing Percentage attributable thereto, the purchase price proposed to be paid therefor and the payment terms and type of Transfer to be effectuated. Within five (5) Business Days following the delivery of the Participation Notice by the Initiating Member to each Class B Member and to the Company, each Class B Member shall have the right, by notice in writing to the Initiating Member and to the Company, to elect to Transfer to the purchasers in such proposed Transfer (upon the same terms and conditions as the Initiating Member) up to the amount of the Class B Membership Interest owned by such Class B Member (each Class B Member making such election, a “Participating Offeree”) as shall equal the product of (x) a fraction, the numerator of which is the aggregate Sharing Percentage attributable to the amount of Class A Membership Interest proposed to be transferred by the Initiating Members and the denominator of which is the aggregate Sharing Percentage attributable to the Class A Membership Interest owned by the Initiating Members and (y) the aggregate Sharing Percentage attributable to the Class B Membership Interest held by such Participating Offeree. The consideration to be received by the Participating Offerees in respect of the Class B Membership Interest to be sold to the prospective Transferee shall be determined based upon (i) the deemed value of the Company implied by the price to be paid by the prospective Transferee for the Sharing Percentage attributable to the Class A Membership Interest and (ii) the resulting relative value of the Sharing Percentage attributable to the Class B Membershi...
Tag Along. With the exception of Transfers by the Oaktree Entities of an aggregate of twenty-five percent (25%) or less of the aggregate number of shares of Common Stock held by the Oaktree Entities on the date hereof as set forth on Schedule 1 hereto, at least twenty (20) days prior to any subsequent Transfer by any Oaktree Entities (the "Selling Oaktree Entity") to any person or entity other than (a) partners of any Oaktree Entity pursuant to in-kind distributions (so long as no sale of such shares is then contemplated), (b) pursuant to a sale on a national securities exchange, an automated quotation system or over the counter system, or (c) an Affiliate of such Oaktree Entity if such Affiliate has first agreed in writing to be bound by the terms of this Agreement, the Selling Oaktree Entity shall provide to Prudential/Gateway a Transfer Notice explaining the terms of such Transfer and identifying the name and address of the potential Acquiror. Upon receipt of such Transfer Notice, each of Prudential and Gateway shall have the right, upon delivery of a written request to the Selling Oaktree Entity within twenty (20) days of the date the Transfer Notice is received by Prudential/Gateway, to cause to be sold to the potential Acquiror its Pro-Rata Portion of the total number of shares of Common Stock which are proposed to be sold by the Selling Oaktree Entity in the Transfer Notice at the same price and on the same terms and conditions contained in the Transfer Notice delivered in connection with such proposed transaction, simultaneously with (and conditioned upon) the Transfer described in the Transfer Notice. The rights and obligations set forth in this Section 3 shall terminate concurrent with any termination of the agreements of Prudential/Gateway set forth in Section 5 resulting from an election to terminate the agreement of Prudential/Gateway set forth in Section 5 hereof permitted pursuant to the terms of Section 5 hereof.
Tag Along. 9.6.1. If the Fortress Holders desire to Transfer 25% or more of their collective Class A Units in a Series (a “Class A Transfer”), or more than 50% of their collective Class C Preferred Units or Class D Preferred Units (a “Preferred Transfer”), for value to any Prospective Buyer, whether in one bona fide, arm’s length transaction or a series of related contemporaneous or contemporaneously agreed upon transactions and whether to one Prospective Buyer or more than one Prospective Buyer (a “Sale”) such Fortress Holders may only do so in the manner and on the terms set forth in this Section 9.6. Any attempted Transfer of Units subject to this Section 9.6 and not permitted by this Section 9.6 shall be null and void, and the Company and such Series shall not in any way give effect to any such impermissible Transfer.
9.6.2. A written notice (the “Tag Along Notice”) shall be furnished by the Fortress Holders to (i) in the case of a Class A Transfer, each other holder of a Class A Unit of the Series proposed to be sold, and (ii) in the case of a Preferred Transfer, each other holder of a Class C Preferred Unit or Class D Preferred Unit, as the case may be (collectively, the “Tag Along Offerors”), at least 20 business days prior to such Transfer. The Tag Along Notice shall include:
(a) The principal terms of the proposed Sale insofar it relates to the Units proposed to be so sold (the “Affected Units”) including the number of Units to be purchased from the Fortress Holders, the percentage of all Affected Units held by the Fortress Holders which such number of Units proposed to be so purchased constitutes the “Tag Along Sale Percentage,” the expected per Unit purchase price (which, in the case of Class C Preferred Units or Class D Preferred Units, shall be expressed as a specified percentage of the Series 1 Class C Preferred Priority Return (in the case of Class C Preferred Units) or Series 1 Class D Preferred Priority Return (in the case of Class D Preferred Units) of the Units to be sold), the name and address of the Prospective Buyer, a good-faith estimate of the amounts described in Section 9.8.4; and
(b) An invitation to each Tag Along Offeror to make an offer to include in the proposed Sale to the Prospective Buyer an additional number of Affected Units, but only including the vested portion of any Company Match Class A Units of such Series (not in any event to exceed the Tag Along Sale Percentage of the Affected Units owned by such Tag Along Offeror) owned by...
Tag Along. 4.1 Except as provided in Section 4.8, at any time that one or more Management Holders desires to transfer shares of Common Stock of the Company representing more than half of one percent (1/2%) of the outstanding Common Stock of the Company to a third party or parties, the Management Holders shall first deliver written notice of their desire to do so (the “Co-Sale Notice”) to the Company and each Investor. The Co-Sale Notice must specify: (i) the name and address of the Person to which the Management Holders propose to transfer the shares of Common Stock (the “Offeror”), (ii) the number of shares of Common Stock the Management Holders propose to transfer (the “Co-Sale Offered Shares”), (iii) the total consideration to be delivered to the Management Holders for the proposed transfer and the consideration for each Co-Sale Offered Share the Management Holders propose to transfer, and (iv) all other material terms and conditions of the proposed transaction.
4.2 Each Investor may within the 30-day period after delivery of the Co-Sale Notice (the “Option Period”) notify the Management Holders of such Investor’s desire to participate, on a pro-rata basis, in the sale of the Co-Sale Offered Shares and the number of shares of Common Stock such Investor desires to sell, at the price per share of Common Stock and on the terms set forth in the Co-Sale Notice. Each Investor which has so notified the Management Holders within the Option Period of its desire to sell shares of Common Stock of the Company in the transaction (a “Participating Investor”) shall be entitled to do so, subject to cut-back as set forth in Section 4.3.
4.3 The Management Holders shall use commercially reasonable efforts to interest the Offeror in purchasing, in addition to the Co-Sale Offered Shares, the shares of Common Stock of the Company which the Participating Investors wish to sell. If the Offeror does not wish to purchase all of the shares of Common Stock of the Company made available by the Management Holders and the Participating Investors (the Management Holders and the Participating Investors being hereinafter referred to collectively as “Co-Sale Right Investors”), then each Co-Sale Right Investor shall be entitled to sell a portion of the shares of Common Stock being sold to the Offeror obtained by multiplying the number of shares of Common Stock that the Offeror is willing to purchase by a fraction, the numerator of which is the number of shares of Common Stock such Co-Sale Right Inv...
Tag Along. (a) If at any time any member of the Onex Group proposes to sell any Shares except for (i) sales to another member of the Onex Group that becomes bound by the terms of this Agreement (an "Onex Group Member"), (ii) sales to a Management Holder or other management employee or directors of the Corporation or a Subsidiary, (iii) sales of the 500 Shares purchased by Onex on June 30, 1992 for later disposition to persons providing services to the Corporation or any of the Corporation's subsidiaries (the "500 Shares"), (iv) sales effected on a national securities exchange in the regular way or in the over-the-counter market, or (v) pursuant to an offering of securities registered under the 1933 Act (a "Tag Along Disposition"), each of the Management Holders shall have the right to sell to the proposed purchaser a number of his Management Shares equal to the total number of his Management Shares multiplied by a ratio, the numerator of which is the number of Shares to be sold by the Onex Group Member to the proposed purchaser and the denominator of which is the total number of Shares then owned by the Onex Group. Such ratio is referred to herein as the "Share Ratio." A sale of Management Shares pursuant to this Section shall be made at the same price, upon the same terms, and at the same time as the sale by the Onex Group Member of its Shares.
(b) The Onex Group Member shall give notice (the "Tag Along Notice") to each Management Holder of the proposed Tag Along Disposition at least 20 days prior to the same. The Tag Along Notice shall be in writing and shall describe the terms of the Tag Along Disposition in reasonable detail, the identity of the proposed purchaser, the proposed date of sale, the purchase price per Share, and the Share Ratio and shall state that (i) the Management Holder has the option to sell to the proposed purchaser a number of Management Shares equal to the total number of Management Shares then owned by such Holder multiplied by the Share Ratio, (ii) the sale, if made, shall be made at the same price per share, upon the same terms, and at the same time as the sale by the Onex Group Member of its Shares to the proposed purchaser, and (iii) the sale by Management Holders will be conditioned upon a sale of Shares by the Onex Group Member pursuant to this Section.
(c) A Management Holder may exercise its sale option pursuant to Section 4.1 by delivering to the Onex Group Member, within ten days after such Management Holder receives the Tag Along ...
Tag Along. If either ▇▇▇▇▇ or ▇▇▇▇▇▇ (for purposes of this Section 8.4, a “Tag-Along Member”) receives a bona-fide offer from a third party (a “Tag-Along Transferee”) to effect a Transfer of all or a portion of its Interest (which such Transfer shall otherwise satisfy the terms of this Agreement) (such Transfer, a “Tag-Along Transfer”) and such Tag-Along Member (the “Tag-Along Seller”) desires to effect such Tag-Along Transfer, then prior to consummation thereof, the Tag-Along Seller or its Affiliate shall cause the Tag-Along Transferee to offer (the "Tag-Along Offer") in writing to the Tag-Along Member that is not the Tag-Along Seller (the “Tag-Along Optionor”) to purchase that portion of the Tag-Along Optionor’s and/or its Affiliates’ Interest equivalent to the portion of the Tag-Along Seller’s aggregate Interest proposed to be the subject of the Tag-Along Transfer for the Tag-Along Purchase Price and otherwise on the same terms and conditions on which the Tag-Along Transferee has agreed to acquire, and the Tag-Along Seller or its Affiliate has agreed to sell, such portion of the Tag-Along Seller’s or such Affiliate’s Interest (the "Tag-Along Terms"). The Tag-Along Optionor shall have ten (10) Business Days from the date of receipt of the Tag Along Offer in which to accept such Tag Along Offer, and the closing of such purchase shall occur within fifteen (15) calendar days after such acceptance or at such other time as the Tag-Along Seller and the Tag-Along Transferee may agree. The Tag-Along Optionor shall be deemed to have rejected such Tag Along Offer if such offer is not affirmatively accepted, in writing, by the Tag-Along Optionor within such ten (10) Business-Day period, and the Tag-Along Seller or its Affiliate, shall for one hundred twenty (120) days thereafter, be permitted to proceed with the Transfer on the Tag Along Terms without again obtaining a Tag Along Offer as above-provided.
Tag Along. If one or more holders of Investor Shares (each such holder, a “Prospective Selling Investor”) proposes to Sell any such Shares to any Prospective Purchaser in a transaction (a) not constituting a Transfer pursuant to the terms of Sections 3.1 or 3.2(a)(iii) and (b) in connection with which the Majority Investors have not elected to exercise their “drag along” rights under Section 4.2:
Tag Along. A Participating Seller may Transfer Shares pursuant to and in accordance with the provisions of Section 4(a) below. Shares Transferred pursuant to this Section 3(b)(ii) shall conclusively be deemed thereafter not to be Shares under this Addendum.
Tag Along. Subject to prior compliance with Section 4.4, if applicable, if any Prospective Selling Stockholder proposes to Sell any Shares to any Prospective Buyer(s) that is not a Permitted Transferee (including a First Offer Purchaser pursuant to Section 4.4) in a Transfer that is subject to Section 3.1.5: