Tag-Along Procedures Sample Clauses

Tag-Along Procedures. The Selling Group members participating in a Tag-Along Sale shall provide each other Stockholder with notice at least twenty (20) days prior to consummation of such Tag-Along Sale. Such notice shall set forth: (i) the name and address of the proposed purchaser of the shares of Common Stock in the Tag-Along Sale; (ii) the number of shares proposed to be sold; and (iii) the proposed amount and form of consideration to be paid for such shares and the terms and conditions of payment offered by the proposed purchaser. Each Stockholder shall provide written notice (the "Tag-Along Notice") to the member(s) of the Selling Group participating in the Tag-Along Sale within ten (10) days of the date of receipt of the notice specified in the preceding sentence (the "Notice Date"). The Tag-Along Notice shall set forth the number of Stockholders' shares of Common Stock, if any, such Stockholder elects to include in the Tag-Along Sale. If the total number of shares specified in the Tag-Along Notices exceeds the Stockholders' Total Allotment, then the right to participate in the Tag-Along Sale shall be allocated pro rata among the Stockholders on the basis of their relative holdings of shares of Common Stock or as they shall otherwise agree. The Tag-Along Notices given by such Stockholders shall constitute their respective binding agreements to sell such shares on the terms and conditions applicable to such sale (including the requirements of this Section 7(b)). In the event that the proposed purchaser does not purchase such shares on the same terms and conditions applicable to the member(s) of the Selling Group, then the proposed Tag-Along Sale by the member(s) of the Selling Group to such proposed purchaser or transferee shall be invalid. If the Tag-Along Notice is not received by the member(s) of the Selling Group participating in the Tag-Along Sale from a Stockholder within the 10-day period specified above, the Selling Group member(s) shall have the right to sell or otherwise transfer the Common Stock to the proposed purchaser without any participation by such Stockholder.
Sample 1
AutoNDA by SimpleDocs
Tag-Along Procedures. For purposes of this Section "Common Stock" shall include Common Stock underlying securities convertible thereto; provided that the parties shall make such adjustments in the arrangements required by this Section 5.1 as the board of directors shall deem necessary and proper in connection with obtaining material investments from unaffiliated third parties.
Sample 1
Tag-Along Procedures. 3.1.1 If, after giving effect to any proposed Transfer, the WLR Funds and any WLR Permitted Transferees (each for the purposes of this Section 3.1, a "Transferor") would own, in the aggregate, less than fifty percent (50%) of the then issued and outstanding shares of Series A Preferred Stock, the Transferor shall not enter into such Transfer (except as set forth in Section 3.4) unless the terms and conditions of such Transfer shall include an offer (the "Offer"), at the same price and on the same terms and conditions as the Transferor transferring such Registrable Shares has agreed to sell its Registrable Shares (except that the only representation and warranty that the Stockholder shall be required to make in connection with any Transfer is a warranty with respect to its own ownership of the Registrable Shares to be sold by it and its ability to convey title thereto free and clear of any liens, encumbrances or adverse claims), to the other Stockholders (each, an "Other Stockholder"), to include, at each such Other Stockholder’s option, in the Transfer to the Third Party, additional Registrable Shares up to the Tag-Along Maximum (defined below).
Sample 1
Tag-Along Procedures. (a) Prior to any sale of Series A or Series B Preferred Stock subject to these provisions, the seller (the "Tag-Along Seller") shall deliver (by guaranteed overnight courier service, if available) to the respective Tag-Along Rights Holders written notice of the proposed sale. Such notice (the "Tag-Along Sale Notice") shall set forth (i) the number of shares of Series A or Series B Preferred Stock (the "Tag-Along Shares"), as applicable, subject to the proposed sale; (ii) the name and address of the proposed purchaser; and (iii) the proposed amount of consideration and terms and conditions of payment offered by such proposed purchaser. Each Tag-Along Right Holder shall have the right to sell a percentage of the Tag-Along Shares equal to the percentage of the outstanding shares of Preferred Stock then held by such
Sample 1
Tag-Along Procedures. (1) In the event the ROFR Member does not exercise its ROFR Right pursuant to Annex VI, and the Tag-Along Seller wishes to Transfer Common Units to a Tag-Along Purchaser, the Tag-Along Seller shall deliver written notice (the “Tag-Along Notice”) to the other Member (in such capacity, the “Tag-Along Member”) of such indicating the number of Common Units that it intends to Transfer, the Tag-Along Purchaser and the proposed per unit sale price, which must be in cash in United States dollars, and any other material terms of the proposed Transfer. The Tag-Along Member shall have the right to sell to the Tag-Along Purchaser, upon the terms set forth in the Tag-Along Notice, a number of Common Units up to the product of (a) that number of Common Units listed in the Tag-Along Notice and (b) the percentage of such Tag-Along Member’s Common Units as the percentage of the total number of outstanding Common Units (the “Tag-Along Percentage”). The Tag-Along Member shall exercise its Tag-Along Right by providing written notice (“Tag-Along Response Notice”) to the Tag-Along Seller of its election to exercise its Tag-Along Right on or prior to ROFR Purchase Notice Deadline and specifying in the Tag-Along Response Notice, the number of Common Units that the Tag-Along Member has elected to Transfer. In the event that the Tag-Along Member shall elect to exercise its Tag-Along Right in connection with a proposed Tag-Along Sale, the number of Common Units to be Transferred by the Tag-Along Seller to the Tag-Along Purchaser will be reduced by the applicable number of Common Units to be included in the Transfer by the Tag-Along Member, and the Transfer to the Tag-Along Purchaser will otherwise proceed in accordance with the terms of this Annex VIII and the Tag-Along Notice.
Sample 1
Tag-Along Procedures. (i) At the time the Existing Party proposes to transfer any Shares in a Tag-Along Sale subject to this Section, it shall notify, or cause to be notified, all Tag-Along Shareholders in writing of each such proposed transfer. Such notice shall set forth: (i) the name and address of the Third Party and the number of ESTEL Shares proposed xx xe transferred, (ii) the proposed amount and form of consideration and terms and conditions of payment offered by the Third Party (the "Third Party Terms") and (iii) that the Third Party has been informed of the tag-along right provided for in this Clause 14B, and has agreed to, purchase Shares in accordance with the terms of this Clause 14B; and
Sample 1
Tag-Along Procedures 
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs

Related to Tag-Along Procedures

  • Tag Along and Drag Along Rights (a) The Participant shall be deemed to be a Management Tag Along Holder (as such term is defined in the Articles) for purposes of the Articles, such that the Participant shall be entitled to receive a Tag Along Notice (as such term is defined in the Articles) and otherwise participate in the provisions of the Tag Along Sale as set out in the Articles with respect to (i) the vested portion of any Award and (ii) with respect to the unvested portion of any Award, the portion of such Award that would vest under Section 3(c) of the Award Agreement to which this Annex A is attached in connection with such Tag Along Sale (e.g., where such Tag Along Sale is also a Change in Control) (“Contingent Awards”), and, for purposes of the Articles, Eligible Convertible Securities shall include both vested Awards and Contingent Awards. In such event, the Shares underlying vested Awards and Contingent Awards shall be permitted to be sold pursuant to such Tag Along Sale by the Participant in its capacity as a Management Tag Along Holder. The proceeds from such Tag Along Sale with respect to Contingent Awards shall (A) be deposited into escrow, (B) vest in accordance with the terms of the Applicable Award Agreement (or otherwise) and (C) be distributed to the Participant when the underlying portion of the Award otherwise vests (or in the case of any Contingent Award that is considered to be non-qualified deferred compensation subject to Section 409A of the Code (“Section 409A Deferred Compensation”), when permitted by Section 409A without penalty to the Participant).

  • Tag-Along Rights (a) Subject to Section 5.4, if one or more Class B Stockholders (the “Transferring Stockholders”) desire to sell any or all of their Shares, other than to a Permitted Holder or in a Market Sale, and such sale would result in a Change of Control (and has been approved as provided in Section 5.2(a)), each Class B Stockholder shall have the right to participate on the same terms and conditions and for the same per share consideration as the Transferring Stockholders in the sale in the manner set forth in this Section 5.5. If Class B Stockholders do not elect to purchase such Shares pursuant to Section 5.4, the Transferring Stockholders shall, prior to such sale, deliver to the other Class B Stockholders prompt written notice (the “Transfer Notice”), which notice shall state (i) the name of the proposed transferee, (ii) the number of Shares proposed to be transferred (the “Transferred Shares”) and the percentage (the “Tag Percentage”) that such number of Shares constitutes of the total number of Shares owned by such Transferring Stockholders, (iii) the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereof, and (iv) the other material terms and conditions of the proposed sale, including the proposed sale date (which date may not be less than 30 days after delivery of the Transfer Notice). Such notice shall be accompanied by a written offer from the proposed transferee to purchase the Transferred Shares, which offer may be conditioned upon the consummation of the sale by the Transferring Stockholders, or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders in such sale consistent with this Section 5.5.

  • Offering Procedures (a) The following terms have the specified meanings for purposes of this Agreement:

  • 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.

  • Closing Procedures Subject to satisfaction or waiver by the relevant Party of the conditions of Closing set forth herein, at the Time of Closing the Vendors shall deliver actual possession of the Purchased Shares and the requisite instruments of conveyance and upon such delivery the Purchaser shall pay or satisfy the Purchase Price in accordance with Section 2.03. The transfer of possession of the Purchased Shares shall be deemed to take effect as at the Time of Closing.

  • Operating Procedures The Service Provider intends to clear trades for Fund Shares through, and make use of, the National Securities Clearing Corporation’s (“NSCC’s”) Fund/Serv and, in connection therewith, agrees to follow and comply with the procedures, terms and conditions set forth in the operating procedures set forth in Exhibit A hereto, as supplemented or amended from time to time by the mutual agreement of the parties hereto (the “Operating Procedures”).

  • Tag-Along Right (a) If, at any time prior to a Qualified IPO, one or more Sponsor Members propose to Transfer, in a single transaction or a series of related transactions, a number of Units representing at least 30% of the Sponsor Members' aggregate Initial Equity Stakes (as defined in the LLC Agreement) to any Person (other than a Transfer to a Permitted Transferee (as defined in the LLC Agreement) of any such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Member) (a "Tag-Along Purchaser"), then, unless such transferring Sponsor Member(s) are entitled to give and do give a Drag-Along Sale Notice (as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to Section 2.04(a) of the Sponsor Agreement, the Company shall first provide written notice to each of the Management Members, which notice (the "Tag-Along Notice") shall state: (i) the maximum number of Units proposed to be Transferred (the "Tag-Along Securities"); (ii) the purchase price per Unit (the "Tag-Along Price") for the Tag-Along Securities and (iii) any other material terms and conditions of such sale, including the proposed transfer date (which date will be within 60 business days after the termination of the Election Period (defined below), subject to extension for any required regulatory approvals). Each of the Management Members that has been provided with the Tag-Along Notice (each, a "Tag-Along Manager") shall have the right to sell to such Tag-Along Purchaser, upon the terms set forth in the Tag-Along Notice, up to the aggregate number of Units which are held by such Tag-Along Manager multiplied by a fraction, the numerator of which is the aggregate number of Units proposed to be sold by the transferring Sponsor Member as reflected in the Tag-Along Notice and the denominator of which is the total number of Units which are held by the transferring Sponsor Member. If the number of Units elected to be sold by the Tag-Along Managers and any other individuals identified from time to time on Exhibit A to the LLC Agreement, the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than the number of Tag-Along Securities specified in the Tag-Along Notice, the number of Units being sold by each such seller shall be reduced such that the applicable seller shall be entitled to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all of such electing sellers). The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights pursuant to this Section 2.04 shall effect the sale of the Tag-Along Securities, and such Tag-Along Manager(s) shall sell the number of Tag-Along Securities required to be sold by such Tag-Along Manager(s) pursuant to this Section 2.04(a) within 60 business days after the expiration of the Election Period, subject to extension for any required regulatory approvals.

  • Voting Procedures Subject to the cost allocation procedures set forth in Section 3 hereof, LIFE COMPANY will distribute all proxy material furnished by AVIF to Participants to whom pass-through voting privileges are required to be extended and will solicit voting instructions from Participants. LIFE COMPANY will vote Shares in accordance with timely instructions received from Participants. LIFE COMPANY will vote Shares that are (a) not attributable to Participants to whom pass-through voting privileges are extended, or (b) attributable to Participants, but for which no timely instructions have been received, in the same proportion as Shares for which said instructions have been received from Participants, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for Participants. Neither LIFE COMPANY nor any of its affiliates will in any way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Participants. LIFE COMPANY reserves the right to vote shares held in any Account in its own right, to the extent permitted by law. LIFE COMPANY shall be responsible for assuring that each of its Accounts holding Shares calculates voting privileges in a manner consistent with that of other Participating Insurance Companies or in the manner required by the Mixed and Shared Funding exemptive order obtained by AVIF. AVIF will notify LIFE COMPANY of any changes of interpretations or amendments to Mixed and Shared Funding exemptive order it has obtained. AVIF will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, AVIF either will provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or will comply with Section 16(c) of the 1940 Act (although AVIF is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, AVIF will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the SEC may promulgate with respect thereto.

  • Tag-Along Notice If the Holder wishes to participate in the Tag-Along Sale, the Holder shall provide written notice (the “Tag-Along Notice”) to Parent no less than ten (10) days prior to the Tag-Along Sale Date. The Tag-Along Notice shall set forth the number of shares of Common Stock that such Holder elects to include in the Tag-Along Sale, which shall not exceed the Management Investor’s Allotment. The Tag-Along Notice shall also specify the aggregate number of additional shares of Common Stock owned of record as of the close of business on the day immediately preceding the Tag-Along Notice Date by such Holder, if any, which such Holder desires also to include in the Tag-Along Sale (“Additional Shares”) in the event there is any under-subscription for the entire amount of all Management Investors’ Allotments of all shares that may be included by persons having, and pursuant to, tag-along rights relative to Parent (collectively, the “Management Investors’ Allotments”). In the event there is an under-subscription by all holders of Management Investors’ Allotments for the entire amount of the Management Investors’ Allotments, Parent shall apportion the unsubscribed Management Investors’ Allotments to such holders whose tag-along apportionment shall be on a pro rata basis among such holders in accordance with the number of Additional Shares specified by all such holders in their Tag-Along Notice. The Tag-Along Notices given by the Holder shall constitute the Holder’s binding agreement to sell such shares of Common Stock on the terms and conditions applicable to the Tag-Along Sale, subject to the provisions of Section 2(c)(ii) above; provided, however, that in the event that there is any material change in the terms and conditions of such Tag Along Sale applicable to the Holder after the Holder gives the Tag-Along Notice, then, notwithstanding anything herein to the contrary, the Holder shall have the right to withdraw from participation in the Tag-Along Sale with respect to all of its shares of Common Stock affected thereby. If the purchaser does not consummate the purchase of all of such shares on the same terms and conditions applicable to Parent (except as otherwise provided herein) then Parent shall not consummate the Tag-Along Sale of any of its shares to such transferee or purchaser, unless the shares of the Holder and Parent are reduced or limited pro rata in proportion to the respective number of shares actually sold in any such Tag-Along Sale. If a Tag-Along Notice is not received by Parent from the Holder prior to the ten-day period specified above, Parent shall have the right to sell or otherwise transfer the number of shares specified in the Tag-Along Notice to the proposed purchaser or transferee without any participation by such Holder, but only on terms and conditions which are no more favorable in any material respect to Parent than as stated in the Tag-Along Notice to the Holder and only if such Tag-Along Sale occurs on a date within sixty (60) business days of the Tag-Along Sale Date.

  • Funding Procedures Not later than 11:00 a.m. (Boston time) on ------------------ the proposed Drawdown Date of any Revolving Credit Loans, each of the Banks will make available to the Agent, at the Agent's Head Office, in immediately available funds, the amount of such Bank's Commitment Percentage of the amount of the requested Revolving Credit Loans. Upon receipt from each Bank of such amount, and upon receipt of the documents required by (S)(S)12 and 13 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans made available to the Agent by the Banks. The failure or refusal of any Bank to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Revolving Credit Loans shall not relieve any other Bank from its several obligation hereunder to make available to the Agent the amount of such other Bank's Commitment Percentage of any requested Revolving Credit Loans.

Time is Money Join Law Insider Premium to draft better contracts faster.