Common use of Tag Along and Drag Along Rights Clause in Contracts

Tag Along and Drag Along Rights. Members, the proceeds will be distributed to the Westxxxxx Xxxbers and the Tagging Members exercising their Tag-Along Rights using an implied valuation of the Company determined by the Executive Committee in good faith. The rights of the Tagging Members to require a purchase of any of their Units pursuant to this Section 9.2(a) are collectively referred to herein, as applicable, as the "Tag-Along Rights". In order to be entitled to exercise its Tag-Along Rights, a Tagging Member must agree to make, severally but not jointly, the same representations, warranties, covenants and indemnities and other similar agreements as the Westxxxxx Xxxber agrees to make in connection with the proposed Transfer of its Units. Each Westxxxxx Xxxber shall give notice to each Tagging Member of each proposed Transfer by such Westxxxxx Xxxber giving rise to the Tag-Along Rights of such Tagging Member at least 20 days prior to the proposed consummation of such Transfer, setting forth the name and address of the proposed transferee, the proposed amount of consideration therefor and terms and conditions agreed to by the proposed transferee, and the number of Units such Tagging Member may sell to such proposed transferee (in accordance with the first two sentences of this Section 9.2(a)). The Tag-Along Rights must be exercised by each Tagging Member within 15 days following receipt of the notice required by the preceding sentence, by delivery of a written irrevocable notice to the relevant Westxxxxx Xxxber indicating the exercise by such Tagging Member of its rights and specifying the Units it desires to sell. If the proposed transferee fails to purchase the interest of any Tagging Member after it has properly exercised its Tag-Along Rights, then such Westxxxxx Xxxber shall not be permitted to make the proposed Transfer, and any such attempted Transfer shall be void and of no effect. If any Tagging Member exercises its Tag-Along Rights, the closing of the purchase of its Units with respect to which such Tag-Along Rights have been exercised shall take place concurrently with the closing of the sale of the Westxxxxx Xxxber's Units.

Tag Along and Drag Along Rights. Members(a)(i) In the event that Chartwell (or any of its Affiliates) desires to Transfer (in one or a series of related transactions), after the date hereof, a portion of the Voting Common Stock which is indirectly economically beneficially owned by Chartwell or its Affiliates (or any portion of its interest in any Person in respect thereof) which, when added to the portion thereof which has been previously Transferred by Chartwell or its Affiliates (other than to entities, all of the equity interests of which are directly or indirectly owned by the ultimate parent of Chartwell, L.P. or to another similar investment fund, the proceeds will be distributed to the Westxxxxx Xxxbers and the Tagging Members exercising their Tag-Along Rights using an implied valuation principal partners or managers of which are Xxxx X. Xxxxxx or Xxxxxxx X. Xxxxx, hereinafter, a "Chartwell Fund"), constitutes more than 15% of the Company determined Voting Common Stock owned by the Executive Committee in good faith. The rights Chartwell or its Affiliates, as of the Tagging Members date hereof, to require an unaffiliated third party (for purposes hereof, being a purchase Person as to which Chartwell and its Affiliates own, directly or indirectly, less than 10% of any the capital stock, membership interests or partnership interests or is not otherwise Affiliated with Chartwell), it shall provide not less than 30 days prior written notice to each Holder, setting forth therein in detail the terms and conditions of their Units pursuant to this Section 9.2(a) are collectively referred to hereinsuch sale, as applicableand each Holder shall, as upon not less than 10 days notice after receipt of the "Tag-Along Rights". In order to Chartwell notice, be entitled to exercise sell its Tag-Along Rights, a Tagging Member must agree to make, severally but not jointly, same Pro Rata Share of Unit Shares or Registrable Securities (treated for purposes of such calculation as if the same representations, warranties, covenants and indemnities and other similar agreements as the Westxxxxx Xxxber agrees to make in connection with the proposed Transfer of its Units. Each Westxxxxx Xxxber shall give notice to each Tagging Member of each proposed Transfer by such Westxxxxx Xxxber giving rise were Voting Shares) to the Tag-Along Rights of such Tagging Member at least 20 days prior to buyer thereof on the proposed consummation of such Transfer, setting forth the name and address of the proposed transferee, the proposed amount of consideration therefor and same terms and conditions agreed as the Chartwell sale; provided, that each Holder shall be required only to by the proposed transfereerepresent and warrant on a several, but not joint basis, title to their respective Unit Shares or Registrable Securities, due authorization and no conflicts, legal compliance and similar representations as to such Holder and its status ("Holder Representations"), and the number of Units such Tagging Member may sell to such proposed transferee (in accordance with the first two sentences of this Section 9.2(a)). The Tag-Along Rights must be exercised by each Tagging Member within 15 days following receipt of the notice required by the preceding sentence, by delivery of a written irrevocable notice to the relevant Westxxxxx Xxxber indicating the exercise by such Tagging Member of its rights and specifying the Units it desires to sell. If the proposed transferee fails to purchase the interest of any Tagging Member after it has properly exercised its Tag-Along Rights, then such Westxxxxx Xxxber shall not be permitted required to make enter into any covenants or agreements other than (i) indemnities as to such Holder's Representations and other indemnities as to which the proposed Transfer, and any such attempted Transfer shall be void and of no effect. If any Tagging Member exercises its Tag-Along Rights, the closing purchaser's recourse is solely to a pro rata escrowed hold back of the purchase of price determined by Chartwell; (ii) as to Persons within such Holder who have access to confidential information concerning the Issuer or its Units with respect Affiliates received from the Issuer or its subsidiaries or Chartwell and/or its Affiliates or their respective subsidiaries, to which such Tag-Along Rights have been exercised shall take place concurrently with maintain the closing confidentiality thereof on terms deemed reasonable to Chartwell in light of the sale nature of the Westxxxxx Xxxber's Units.transaction; and (iii) the use of commercially reasonable efforts to take such actions as are deemed necessary or appropriate by Chartwell to obtain regulatory consents or

Tag Along and Drag Along Rights. Members, the proceeds will be distributed to the Westxxxxx Xxxbers and the Tagging Members exercising their Tag-Along Rights using an implied valuation of the Company determined by the Executive Committee in good faith. The rights of the Tagging Members to require a purchase of any of their Units pursuant to this Section 9.2(a(a) are collectively referred to herein, as applicable, as the "Tag-Along Rights". In order the event of any proposed transfer, sale or other disposition (collectively, a "Transfer") of Common Stock by any of the Existing Shareholders (as defined below) in any transaction, or a series of related transactions involving shares of Common Stock aggregating at least 15% of the total shares of Common Stock then collectively owned by the Existing Shareholders to a Person (such other Person being hereinafter referred to as the "Proposed Purchaser"), other than pursuant to an Exempt Transfer (as defined below), each holder of Warrants or Warrant Shares shall have the right to require the Existing Shareholders to cause the Proposed Purchaser to purchase from each of them a number of Warrant Shares (and/or Warrants exercisable for a number of Warrant Shares) owned by such holder equal to (1) the total number of shares of Common Stock to be entitled sold by the Existing Shareholders to exercise its Tag-Along Rights, a Tagging Member must agree to make, severally but not jointlythe Proposed Purchaser (collectively, the "Transfer Interests"), multiplied by (2) a fraction, the numerator of which is the number of Warrant Shares (including the number of Warrant Shares issuable upon the exercise of Warrants) owned by such holder, and the denominator of which is the total number of shares of Common Stock and Warrant Shares (including the number of Warrant Shares issuable upon the exercise of Warrants) owned by the Existing Shareholders and by all of the holders of Warrant Shares. Any Warrants or Warrant Shares purchased from the holders of Warrants pursuant to such provision shall be paid for at the same representationsprice per security and upon the same terms and conditions of such proposed transfer by such Existing Shareholders; provided, warrantiesthat the price to be paid by the Proposed Purchaser shall equal the price proposed to be paid per Warrant Share for which such Warrant is exercisable less the exercise price of such Warrant. The Company or the Existing Shareholder proposing to engage in such Transfer shall notify, covenants and indemnities and other similar agreements as the Westxxxxx Xxxber agrees or cause to make be notified, each holder of Warrants in connection with the writing of each such proposed Transfer of its Units. Each Westxxxxx Xxxber shall give notice to each Tagging Member of each proposed Transfer by such Westxxxxx Xxxber giving rise to the Tag-Along Rights of such Tagging Member at least 20 15 days prior to the date thereof. Such notice shall set forth (1) the name of the Proposed Purchaser and the number of shares of Common Stock proposed consummation of such Transferto be transferred, setting forth (2) the name and address of the proposed transferee, Proposed Purchaser; (3) the proposed amount of consideration therefor and terms and conditions of payment offered by such Proposed Purchaser (if the proposed consideration is not cash, the notice shall describe the terms of the proposed consideration) and (4) that either the Proposed Purchaser has been informed of the "Tag-Along Right" and has agreed to by the proposed transferee, and the number of Units such Tagging Member may sell to such proposed transferee (purchase Warrants or Warrant Shares in accordance with the first two sentences terms of this Section 9.2(a))the Agreement or that the selling Existing Shareholders will make such purchase. The Tag-Along Rights must may be exercised by each Tagging Member within 15 days following receipt any holder of the notice required by the preceding sentence, Warrants by delivery of a written irrevocable notice to the relevant Westxxxxx Xxxber indicating Company (the exercise by such Tagging Member of its rights and specifying the Units it desires to sell. If the proposed transferee fails to purchase the interest of any Tagging Member after it has properly exercised its "Tag-Along RightsNotice"), then such Westxxxxx Xxxber shall not be permitted to make within five days following his receipt from the proposed Transfer, and any such attempted Transfer shall be void and Company of no effectthe notice specified in the preceding paragraph. If any Tagging Member exercises its The Tag-Along RightsNotice shall state the number of Warrants or Warrant Shares that such holder proposes to include in such transfer to the proposed purchaser determined as aforesaid. Failure to provide a Tag-Along Notice within the five-day notice period shall be deemed to constitute an election by such holder not to exercise its tag-along rights. In the event that the Proposed Purchaser does not purchase Warrants or Warrant Shares from the holders on the same terms and conditions as purchased from the Existing Shareholders, then the closing of Existing Shareholders making such Transfer shall purchase such Warrants or Warrant Shares if the purchase of its Units with respect to which such Transfer occurs. Tag-Along Rights have been exercised shall take place concurrently terminate upon the effectiveness of any registration statement filed with the closing SEC with respect to Common Stock in an initial public equity offering or subsequent public equity offering if, after giving effect so such offering, at least 50% of the sale Fully Diluted Number of shares of Common Stock would be held by Persons unaffiliated with the Westxxxxx Xxxber's UnitsCompany and without restriction on transfer under the Securities Act.

Tag Along and Drag Along Rights. (a) With respect to ------------------------------- any proposed Transfer subject to Tag-Along Rights pursuant to Section 9.1(b) hereof by one or more of the Xxxxxxxxx Members of part (but not all) of the Units held by the Xxxxxxxxx Members, each Xxxxxxxxx Member shall have the obligation, and each of the Alter Member, Biederman Member and each Employee Member (the "Tagging Members") shall have the right, to require the proposed --------------- transferee to purchase from any Tagging Member, at the same price and upon the same terms and conditions as to be paid and given to such Xxxxxxxxx Member, a number of Class B Units equal to the number of Class B Units owned by such Tagging Member multiplied by a fraction, the numerator of which is the number of Class B Units being sold by the Xxxxxxxxx Members and the denominator of which is the total number of Class B Units held by all the Xxxxxxxxx Members. With respect to any proposed Transfer subject to Tag-Along Rights pursuant to Section 9.1(b) hereof by the Xxxxxxxxx Members of all the Units held by the Xxxxxxxxx Members, each Xxxxxxxxx Member shall have the obligation, and each Tagging Member shall have the right, to require the proposed transferee to purchase from such Tagging Member all Class B Units, Class C Units and Class D Units held by such Tagging Member in each case for the consideration described in the following sentence and upon the same terms and conditions as to be given to the Xxxxxxxxx Members. The gross proceeds to be paid to the Members as consideration in the event of a Transfer of all the Units in accordance with the preceding sentence shall be distributed among the Members in accordance with the provisions of Section 6.4, in the same manner as if such proceeds were distributed as Available Cash hereunder. In the event some but not all of the Tagging Members exercise their Tag-Along Rights with respect to a Transfer by the Xxxxxxxxx Members of all the Units held by the Xxxxxxxxx Members, the proceeds will be distributed to the Westxxxxx Xxxbers Xxxxxxxxx Members and the Tagging Members exercising their Tag-Along Rights using an implied valuation of the Company determined by the Executive Committee in good faith. The rights of the Tagging Members to require a purchase of any of their Units pursuant to this Section 9.2(a) are collectively referred to herein, as applicable, as the "Tag-Along Rights". In order to be entitled to exercise its Tag-Along Rights, a ---------------- Tagging Member must agree to make, severally but not jointly, the same representations, warranties, covenants and indemnities and other similar agreements as the Westxxxxx Xxxber Xxxxxxxxx Member agrees to make in connection with the proposed Transfer of its Units. Each Westxxxxx Xxxber Xxxxxxxxx Member shall give notice to each Tagging Member of each proposed Transfer by such Westxxxxx Xxxber Xxxxxxxxx Member giving rise to the Tag-Along Rights of such Tagging Member at least 20 days prior to the proposed consummation of such Transfer, setting forth the name and address of the proposed transferee, the proposed amount of consideration therefor and terms and conditions agreed to by the proposed transferee, and the number of Units such Tagging Member may sell to such proposed transferee (in accordance with the first two sentences of this Section 9.2(a)). The Tag-Along Rights must be exercised by each Tagging Member within 15 days following receipt of the notice required by the preceding sentence, by delivery of a written irrevocable notice to the relevant Westxxxxx Xxxber Xxxxxxxxx Member indicating the exercise by such Tagging Member of its rights and specifying the Units it desires to sell. If the proposed transferee fails to purchase the interest of any Tagging Member after it has properly exercised its Tag-Along Rights, then such Westxxxxx Xxxber Xxxxxxxxx Member shall not be permitted to make the proposed Transfer, and any such attempted Transfer shall be void and of no effect. If any Tagging Member exercises its Tag-Along Rights, the closing of the purchase of its Units with respect to which such Tag-Along Rights have been exercised shall take place concurrently with the closing of the sale of the Westxxxxx XxxberXxxxxxxxx Member's Units.

Tag Along and Drag Along Rights. Members, the proceeds will be distributed to the Westxxxxx Xxxbers and the Tagging Members exercising their Tag-Along Rights using an implied valuation of the Company determined by the Executive Committee in good faith. The rights of the Tagging Members to require a purchase of any of their Units pursuant to this Section 9.2(a(a) are collectively referred to herein, as applicable, as the "Tag-Along Rights". In order the event of any proposed transfer, sale or other disposition (collectively, a "Transfer") of Common Stock by any of the Existing Shareholders (as defined below) in any any transaction, or a series of related transactions involving shares of Common Stock aggregating at least 15% of the total shares of Common Stock then collectively owned by the Existing Shareholders to a Person (such other Person being hereinafter referred to as the "Proposed Purchaser"), other than pursuant to an Exempt Transfer (as defined below), each holder of Warrants or Warrant Shares shall have the right to require the Existing Shareholders to cause the Proposed Purchaser to purchase from each of them a number of Warrant Shares (and/or Warrants exercisable for a number of Warrant Shares) owned by such holder equal to (1) the total number of shares of Common Stock to be entitled sold by the Existing Shareholders to exercise its Tag-Along Rights, a Tagging Member must agree to make, severally but not jointlythe Proposed Purchaser (collectively, the "Transfer Interests"), multiplied by (2) a fraction, the numerator of which is the number of Warrant Shares (including the number of Warrant Shares issuable upon the exercise of Warrants) owned by such holder, and the denominator of which is the total number of shares of Common Stock and Warrant Shares (including the number of Warrant Shares issuable upon the exercise of Warrants) owned by the Existing Shareholders and by all of the holders of Warrant Shares. Any Warrants or Warrant Shares purchased from the holders of Warrants pursuant to such provision shall be paid for at the same representationsprice per security and upon the same terms and conditions of such proposed transfer by such Existing Shareholders; provided, warrantiesthat the price to be paid by the Proposed Purchaser shall equal the price proposed to be paid per Warrant Share for which such Warrant is exercisable less the exercise price of such Warrant. The Company or the Existing Shareholder proposing to engage in such Transfer shall notify, covenants and indemnities and other similar agreements as the Westxxxxx Xxxber agrees or cause to make be notified, each holder of Warrants in connection with the writing of each such proposed Transfer of its Units. Each Westxxxxx Xxxber shall give notice to each Tagging Member of each proposed Transfer by such Westxxxxx Xxxber giving rise to the Tag-Along Rights of such Tagging Member at least 20 15 days prior to the date thereof. Such notice shall set forth (1) the name of the Proposed Purchaser and the number of shares of Common Stock proposed consummation of such Transferto be transferred, setting forth (2) the name and address of the proposed transferee, Proposed Purchaser; (3) the proposed amount of consideration therefor and terms and conditions of payment offered by such Proposed Purchaser (if the proposed consideration is not cash, the notice shall describe the terms of the proposed consideration) and (4) that either the Proposed Purchaser has been informed of the "Tag-Along Right" and has agreed to by the proposed transferee, and the number of Units such Tagging Member may sell to such proposed transferee (purchase Warrants or Warrant Shares in accordance with the first two sentences terms of this Section 9.2(a))the Agreement or that the selling Existing Shareholders will make such purchase. The Tag-Along Rights must may be exercised by each Tagging Member within 15 days following receipt any holder of the notice required by the preceding sentence, Warrants by delivery of a written irrevocable notice to the relevant Westxxxxx Xxxber indicating Company (the exercise by such Tagging Member of its rights and specifying the Units it desires to sell. If the proposed transferee fails to purchase the interest of any Tagging Member after it has properly exercised its "Tag-Along RightsNotice"), then such Westxxxxx Xxxber shall not be permitted to make within five days following his receipt from the proposed Transfer, and any such attempted Transfer shall be void and Company of no effectthe notice specified in the preceding paragraph. If any Tagging Member exercises its The Tag-Along RightsNotice shall state the number of Warrants or Warrant Shares that such holder proposes to include in such transfer to the proposed purchaser determined as aforesaid. Failure to provide a Tag-Along Notice within the five-day notice period shall be deemed to constitute an election by such holder not to exercise its tag-along rights. In the event that the Proposed Purchaser does not purchase Warrants or Warrant Shares from the holders on the same terms and conditions as purchased from the Existing Shareholders, then the closing of Existing Shareholders making such Transfer shall purchase such Warrants or Warrant Shares if the purchase of its Units with respect to which such Transfer occurs. Tag-Along Rights have been exercised shall take place concurrently terminate upon the effectiveness of any registration statement filed with the closing SEC with respect to Common Stock in an initial public equity offering or subsequent public equity offering if, after giving effect so such offering, at least 50% of the sale Fully Diluted number of shares of Common Stock would be held by Persons unaffiliated with the Westxxxxx Xxxber's UnitsCompany and without restriction on transfer under the Securities Act.