Tag Along Offer. The Tag Along Offer shall:
Tag Along Offer. Subject to Section 5.1, if a Shareholder or any direct or indirect transferee of a Shareholder (other than EIF or any of its Permitted Transferees) (the "SELLING HOLDER") desires to Dispose of Securities to any Person (other than an Evercore Permitted Affiliate or a Shareholder Transferee) in a single transaction or in a series of related transactions, then prior to the consummation of such Disposition (a "SALE"), the Selling Holder shall provide written notice (the "TAG ALONG NOTICE") of the proposed Sale to the Company and the other Shareholders (collectively the "TAG ALONG OFFEREES") at least 45 days prior to the proposed date of the Sale. The Tag Along Notice shall include:
Tag Along Offer. The Tag-Along Offer shall consist of a written offer to the Tag-Along Offerees to include Tag-Along Shares in the Shares proposed to be Transferred (the "Proposed Shares"). The Tag-Along Offer shall set forth (a) a statement of intention to effect such a Transfer, (b) the number and class of Proposed Shares, (c) the terms and conditions of the proposed Transfer, including the purchase price for the Proposed Shares, and (d) the desired closing date of the transaction.
Tag Along Offer. If at any time prior to an Initial Public Offering, an Equity Holder and/or any of its affiliates (collectively. the "Selling Holder") desires to sell KMOC Common Stock (i) representing more than 5% of the shares of KMOC Common Stock outstanding to any one person in a single transaction or in a series of related transactions or (ii) representing more than 7.5% of the shares of KMOC Common Stock outstanding on a cumulative basis of all sales made by such Equity Holder subsequent to the Effective Date (but excluding sales which are subject to the preceding clause (i)), then prior to the consummation of such sale (a "Sale") the Selling Holder shall provide written notice (the "Tag Along Notice") of the proposed Sale to the other Equity Holders (the "Tag Along Offerees") at least 45 days prior to the proposed date of the Sale. The Tag Along Notice shall include:
Tag Along Offer. Prior to making any transfer, the Transferor shall submit a written notice to the ITCO Stockholders (the "Transferor's Notice") (i) specifying the number of shares of Common Stock proposed to be transferred (the "Subject Shares"), the identity of the proposed transferee (if known) and the amount of consideration proposed to be received and (ii) containing the Tag-Along Offer. The Transferor shall offer (the "Tag-Along Offer") to include in the proposed transfer a number of ITCO Shares designated by the ITCO Stockholders (the "Tag-Along Shares"), provided, that the number of Tag-Along Shares shall not exceed the product of (x) the number of Subject Shares and (y) a fraction, the numerator of which is the number of ITCO Shares held by the ITCO Stockholders and the denominator of which is the number of shares of Common Stock outstanding on a fully diluted basis. The Tag-Along Offer shall be conditioned upon the Transferor consummating a transfer on substantially the terms described in the Transferor's Notice to the transferee named in the Transferor's Notice, and nothing in this Agreement shall be construed as an obligation on the part of the Transferor to consummate any such transfer.
Tag Along Offer. The Tag-Along Offer shall consist of a written offer to the Minority Shareholders to include the Tag-Along Shares in the Shares proposed to be Transferred (the "PROPOSED SHARES"). The Tag- Along Offer shall set forth (a) a statement of intention to effect such a Transfer, (b) the number and class of Proposed Shares, (c) the terms and conditions of the proposed Transfer, including (i) the purchase price and terms of payment for the Proposed Shares and (ii) the identity and beneficial ownership of the party or parties having made a bona fide offer to purchase the Proposed Shares on such terms and conditions, and (d) the desired closing date of the transaction.
Tag Along Offer. If at any time prior to the Initial Public Offering, BFTC or the Shareholders and/or any of their respective affiliates (collectively, the "Selling Holder") desires to sell any KMOC Common Stock (i) representing more than 5% (Five Percent) of the outstanding shares of KMOC Common Stock to any one person in a single transaction or in a series of related transactions or (ii) representing more than 7.5% (Seven and One Half Percent) of the shares of KMOC Common Stock outstanding on a cumulative basis of all sales of KMOC Common Stock made by such Selling Holder subsequent to the Effective Date (but excluding sales which are subject to the preceding clause (i) above), then prior to the consummation of such sale (a "Sale"), the Selling Holder shall provide written notice (the "Tag Along Notice") of the proposed Sale to BFTC or the Shareholders, as the case may be (the "Tag-Along Offerees") at least 45 days prior to the proposed date of the Sale. The Tag Along Notice shall include:
Tag Along Offer. If the Offer is not accepted for all of the --------------- Offeror's Shares and therefore expires and if the Offeror decides to continue to accept the Bona Fide Offer, than the Offeror shall give to the Corporation and the Remaining Shareholders a notice (the "Tag Along Notice") within five days after the date set forth in Section 4.2.1 above.
Tag Along Offer. In the event that the Selling Shareholders receive and wish to accept a Third Party Offer, and such Selling Shareholders do not deliver a Drag-Along Notice in accordance with Section 5.1, then such Selling Shareholders shall, within five Business Days from the receipt of a Third Party Offer, deliver written notice of the proposed sale to the Corporation and the Other Shareholders, which notice shall contain (i) all material information regarding the consideration and terms and conditions of the proposed sale, including the identity of the Third Party Purchaser(s) and the number of Shares it proposes to purchase from the Selling Shareholders, and (ii) an offer in writing to each of the Other Shareholders to purchase all the Shares held by the Other Shareholders (the “Tag-Along Offer”), on terms and conditions identical to those contained in the Third Party Offer, except that the obligations of the Third Party Purchaser under the Tag-Along Offer may be conditional upon completion of the purchase of the Shares held by the Selling Shareholders.
Tag Along Offer. If at any time prior to the Initial Public Offering, BFTC or the Shareholders and/or any of their respective affiliates (collectively, the "Selling Holder") desires to sell any KMOC Common Stock (i) representing more than 5% (Five Percent) of the outstanding shares of KMOC Common Stock to any one person in a single transaction or in a series of related transactions or (ii) representing more than 7.5% (Seven and One Half Percent) of the shares of KMOC Common Stock outstanding on a cumulative basis of all sales of KMOC Common Stock made by such Selling Holder subsequent to the Effective Date (but excluding sales which are subject to the preceding clause (i) above), then prior to the consummation of such sale (a "Sale"), the Selling Holder shall provide written notice (the "Tag Along Notice") of the proposed Sale to BFTC or the Shareholders, as the case may be (the "Tag Along Offerees") at least 45 days prior to the proposed date of the Sale. The Tag Along Notice shall include: a The principal terms of the proposed Sale, including the number of shares of KMOC Common Stock to be purchased from the Selling Holder, the percentage such shares represent of the total number of shares of KMOC Common Stock Beneficially Owned (on a fully diluted basis) by the Selling Holder (the "Sale Percentage"), the purchase price and the name and address of the proposed purchaser (the "Tag Along Purchaser"); and
