Tag-Along Right Sample Clauses

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 pr...

Tag-Along Right a) In the event the Government decides not to exercise its right of first refusal pursuant to a Sale Notice sent by Strategic Partner as the Offeror, Government may instead of exercising its right to purchase the Offer Shares, send a tag along notice (the "Tag Along Notice") to the Strategic Partner, requiring the Strategic Partner (as the Offeror) to ensure that the proposed third party purchaser of the Offer Shares also purchases all of the Equity Shares held by the Government at the same price and on the same terms as the Offer Shares. It is hereby expressly agreed that if the Offeror under Clause 5.3(a) is Government, the Strategic Partner shall not have any corresponding right to issue the Tag Along Notice and the provisions of this Clause 5.4 shall not apply in such case. b) In the event that the proposed third party purchaser is unwilling or unable to acquire all of the Offer Shares and Government's Equity Shares mentioned in the Tag Along Notice, upon such terms, then the Strategic Partner may elect either to cancel such proposed transfer or to allocate the maximum number of Equity Shares which the proposed third party purchaser is willing to purchase among the Offer Shares and the Equity Shares mentioned in the Tag Along Notice pro-rata in the ratio of equity shareholding of the Strategic Partner and the Government in the Company and to complete such transfer in accordance with the revised terms. c) The Strategic Partner shall not be entitled to sell or transfer any of the Offer Shares to any proposed purchaser/ transferee unless the proposed purchaser/ transferee simultaneously purchases and pays for the required number of Equity Shares mentioned in the Tag Along Notice or a proportionate number of Equity Shares, as the case may be, in accordance with the provisions of this Clause 5.4.

Tag-Along Right. If the Approved Sale Notice indicates that the Majority Holders are not exercising the Drag-Along Right, then Participant may elect to participate in the contemplated Approved Sale by delivering irrevocable written notice to the Majority Holders within fifteen days after delivery of the Approved Sale Notice; provided, however, that, in the event that the Morgans Parties then own any Membership Interests, then, as a condition to Participant’s right to participate in such sale, the Morgans Parties must have similar rights (or must have waived any such rights) to participate in the sale of a proportionate share of their Membership Interests in the Approved Sale (the “Morgans Group Tag Condition”). If Participant elects to participate in the Approved Sale, then he or she will be entitled to sell, on the same terms and conditions specified in the Approved Sale Notice, a portion of his or her Membership Interests represented by Class C Units equal to the proportionate share of Membership Interests being sold by the Majority Holders and all other Members (based upon the total Membership Interests held by the Majority Holders and all other Members at such time). The Majority Holders shall use their commercially reasonable efforts to obtain the agreement of the prospective transferee to the participation of Participant in the contemplated Approved Sale. If, within fifteen days after delivery of the Approved Sale Notice, Participant does not provide the Majority Holders irrevocable notice of its election to participate in the Approved Sale, then the Majority Holders shall be entitled to Transfer to the prospective transferee the amount of Membership Interests specified in the Approved Sale Notice on substantially the same terms and conditions specified therein.

Tag-Along Right. (i) If Corinthian desires to Transfer in a single, bona fide, arm’s length transaction or a series of related transactions, more than 10% of its shares of Common Stock and/or Common Stock Equivalents owned at such time to an Independent Third Party or group of Independent Third Parties (the “Tag-Along Offer”), Corinthian shall promptly give notice thereof to the other Securityholders (the “Tag-Along Notice”). The Tag-Along Notice shall identify the consideration per share and the other material terms and conditions of the Tag-Along Offer and, in the case of a Tag-Along Offer in which the consideration payable for the Common Stock and/or Common Stock Equivalents consists in part or in whole of consideration other than cash, such information relating to such consideration as the other Securityholders may reasonably request as being necessary to evaluate such non-cash consideration (it being understood that such request shall not obligate Corinthian to deliver any information to the other Securityholders not available to Corinthian). Each of the other Securityholders shall have the right to Transfer to such transferees an amount of Common Stock and/or Common Stock Equivalents up to the number of shares of Common Stock and Common Stock Equivalents then owned by such Securityholder at the time of the Transfer (after application of Section 16(o)), multiplied by a fraction (A) the numerator of which is the number of shares of Common Stock and Common Stock Equivalents desired to be acquired by the transferee, and (B) the denominator of which is the total number of outstanding shares of Common Stock and Common Stock Equivalents at the time of the Transfer. The Securityholder’s rights under this Section 4(a)(i) may be exercised by giving notice to Corinthian within ten (10) days after the delivery to the Securityholders of the Tag-Along Notice. The failure by any Securityholder to so notify Corinthian within such 10-day period shall be deemed an election by such Securityholder not to exercise its rights under this Section 4(a)(i). (ii) Notwithstanding anything contained in Section 4(a)(i), there shall be no liability on the part of Corinthian to the other Securityholders if the Transfer of Common Stock and/or Common Stock Equivalents pursuant to Section 4(a)(i) is not consummated by Corinthian, regardless of whether Corinthian has delivered a Tag-Along Notice. Whether or not to effect a Transfer of Common Stock and/or Common Stock Equivalents pursuant to Section 4(a...

Tag-Along Right. (a) If the Offeree fails to exercise the right of first refusal, the Transferring Shareholder shall send to the Offeree a written notice specifying that tag-along right may be exercised, within 5 business days from the expiration date of the Right of First Refusal Exercising Period. (b) Subject to Article 8.1 of this Agreement, any Offeree (referred to “Tag-along Right Holder” at that time) shall be entitled (“tag-along right”) to exercise its right, by delivering written notice to the Transferring Shareholder, within 20 business days after the date when the notice specified in Article 8.3 (a) is delivered, to require the Transferee or the Offeree exercising the right of first refusal (if applicable) to buy a certain number of shares from such Tag-along Right Holder at such same price and on such same terms and conditions as proposed to be offered to the Transferring Shareholder. The maximum of such number shall be: the number of Sales Shares * (total shares in New Ruipeng Group held by such Tag-along Right Holder on the Transfer Notice date/sum of the total shares in New Ruipeng Group held by all the Tag-along Right Holders exercising the tag-along right and by Transferring Shareholder on the Transfer Notice date). (c) If Tag-along Right Holder has exercised tag-along right, but the Transferee or the Offeree exercising the right of first refusal (if applicable) fails to purchase relevant shares from the Tag-along Right Holder, the Transferring Shareholder shall not make a proposed transfer.

Tag-Along Right. 7.1. Should NF and/or TEP intend to sell partially or all of their Binding Shares ("Assignor Shareholder") in view of receiving a call offer ("Offer"), submitted by any third party ("Potential Buyer"), A&A shall be entitled to tag‑along right related to the Binding Shares held thereby ("Tag‑Along Right"), as provided for hereinbelow. 7.1.1. In this case, the lot of Binding Shares to be sold to the Potential Buyer for the same price per share and under same conditions provided for in the Offer, shall be divided between the Binding Shares of Assignor Shareholder and the Binding Shares of A&A, pro rata to the set of corresponding interest in the Binding Shares tendered on the exercise date of Tag‑Along Right. 7.2. The Assignor Shareholder may only validly sell the Binding Shares should the Potential Buyer (i) acquire said shares concurrently with the acquisition of A&A's Binding Shares, for the same price per share and under same conditions of the operation provided for in the offer; and (ii) firstly acquire the Assignor Shareholder's Binding Shares, should said Assignor Shareholder be holder of common shares rather than Binding Shares. 7.3. The Offer, in writing, from a Potential Buyer shall be immediately announced by the Assignor Shareholder to A&A and to the Company, in the form and for the purposes laid down in this Chapter ("Announcement of the Offer"), informing (i) the amount of Binding Shares tendered; (ii) the price and payment conditions offered by Potential Buyer for each Binding Share tendered; and (iii) the name and qualification of Potential Buyer. The Announcement of the Offer shall be accompanied by a certified copy of the Offer. 7.4. A&A shall have no later than fifteen (15) days as of the date of receipt of Announcement of the Offer to express if it does not intend to exercise its Tag‑Along Right. 7.5. A&A's failure to express its intention within the term mentioned in 7.4. above shall be deemed by Assignor Shareholder as intent to exercise the Tag‑Along Right of A&A, presupposing the inclusion of A&A's Binding Shares in the Offer. 7.6. NF and/or TEP shall arrange that the Potential Buyer acknowledges A&A's rights provided for herein. 7.7. Once exercised the Tag‑Along Right, A&A upon request of NF and/or TEP, shall be required to sell the Binding Shares, unless terms and conditions of the Offer are amended, assumption in which, a new Announcement of the Offer shall be forwarded to A&A with a view to resuming the procedures provided for in t...

Tag-Along Right. (a) If at any time after the Closing the Investor proposes to make a transfer of all or part of the Equity Securities held by them to a third party transferee (other than to an Affiliate), then the Investor shall send a written notice (the Tag Along Notice) to the Promoter. The Tag Along Notice shall state: (i) the intention of the Investor to transfer such Equity Securities, (ii) the name and address and identity of the proposed transferee, (iii) the number of Equity Securities to be transferred by the Investor, and (iv) the amount and form of the proposed consideration for the transfer and the price per Equity Security (Tag-Along Price). (b) The Promoter may require the Investor to cause the transferee to purchase from the Promoter (Tag Along Right), for the Tag Along Price, up to such number of Equity Securities as would constitute an equivalent percentage of Promoter’s shareholding in the Company on a Fully Diluted Basis as the percentage represented by the Equity Securities being transferred by the Investor in relation to the Investor’s total holding of Equity Securities in the Company. (i) Within 30 (thirty) Business Days (Tag Period) following the receipt of the Tag Along Notice, in the event the Promoter exercises the Tag Along Right, the Promoter shall deliver a written notice of such election to the Investor (Tag Acceptance Notice) and the maximum number of Equity Securities (calculated in accordance with sub-clause (ii) above that the Promoter proposes to transfer to such transferee (Tag Along Securities). Such notice shall be irrevocable and shall constitute a binding agreement by the Promoter to sell such Equity Securities and on the Investor to cause such transfer.

Tag-Along Right. (a) Subject to prior compliance with the right of first refusal set forth in Section 6.4 (Right of First Refusal), if any Shareholder wishes to effect a Transfer of its ROFR Shares, other than to a Permitted Transferee, each Non-Transferring Shareholder shall have the right, but not the obligation (a “Tag-Along Right”), to Transfer to the Buyer, for the same price per share consideration (including any premium or non-cash, deferred, contingent or any other consideration or value) applicable to such other Transferring Shareholder (but subject to Section 6.5(d) below), a maximum number of Shares in the Company equal to such Non-Transferring Shareholder’s Tag Pro Rata Share (such Transfer by the Transferring Shareholder together with the Transfer by each applicable Non-Transferring Shareholder exercising its Tag-Along Right, a “Tag-Along Transfer”). (b) A Non-Transferring Shareholder may exercise such Tag-Along Right by delivering a written notice to the Transferring Shareholder indicating its intention to exercise its Tag-Along Right and specifying the amount of Shares in the Company that such Non-Transferring Shareholder desires to include in the Tag-Along Transfer up to the maximum number of Shares determined pursuant to Section 6.5(a) (the “Tag-Along Shares”) no later than fifteen (15) Business Days after expiration of (i) the ROFR Acceptance Period, or (ii) the ninety (90)-day period or the Extension Period set forth in Section 6.4(c), as applicable. Upon exercise of its Tag-Along Right by a Non-Transferring Shareholder, the Transferring Shareholder shall cause the Buyer to deliver to such Non-Transferring Shareholder a written bona fide offer to purchase the Tag-Along Shares for the same price per share consideration (including any premium or non-cash, deferred, contingent or any other consideration or value) and on the same terms and conditions applicable to the Transferring Shareholder; provided that, if any deferred consideration (including any in-kind benefits, if any) is part of the purchase price for the Tag-Along Transfer, then the Non-Transferring Shareholder shall be entitled to receive its Tag Pro Rata Share of such deferred consideration, in the same terms and conditions applicable to the Transferring Shareholder. (c) If the Buyer fails to purchase the Tag-Along Shares from the Non-Transferring Shareholder or Non-Transferring Shareholders, as applicable, then the Transferring Shareholder shall not be permitted to consummate the proposed Trans...

Tag-Along Right. (a) In connection with any direct or indirect Transfer (other than (x) a Public Offering pursuant to Article V, which shall be governed by the provisions of Article V, (y) a distribution of Equity Securities of the Company by any Institutional Stockholder to its members, partners, unitholders or stockholders, and (z) an Exchange) for value of any Class A Shares (including any Class A Shares issuable or issued upon conversion or exchange of other securities of the Company or any of its Subsidiaries) by (i) a GA Stockholder that, together with all other GA Stockholders, beneficially owns at least 5% of the outstanding Shares immediately prior to such Transfer, to any Person other than a GA Permitted Transferee or (ii) an HF Stockholder that, together with all other HF Stockholders, beneficially owns at least 5% of the outstanding Shares immediately prior to such Transfer, to any Person other than an HF Permitted Transferee (such proposed Transferor, in either case, a “Tag-Along Seller” and such proposed Transfer, a “Tag-Along Sale Transaction”), each other Institutional Stockholder, each Management Stockholder and each eRx Stockholder (an “Other Stockholder”) shall have the right to sell a proportionate amount of its vested Class A Shares (including any Class A Shares issuable or issued upon conversion or exchange of vested other securities of the Company or any of its Subsidiaries) based on the relative number of such Class A Shares owned by such Other Stockholder, subject to the priorities set forth in Article IV with respect to the GA Stockholders and HF Stockholders, to such third party for the same price per Class A Share and on the same other terms and conditions as are applicable to the Tag-Along Seller, including that any such Other Stockholder will be required to make the same representations, warranties or indemnifications (and, if necessary, to contribute proceeds to an escrow account to secure any such indemnification claims) on a several and pro rata basis (in proportion to the number of Shares being Transferred by each) with all other participating Stockholders with respect to its Class A Shares, and to take on any other recourse or liability, as applicable to the Tag-Along Seller in connection with such Tag-Along Sale Transaction (a “Tag-Along Right”); provided, however, that no Other Stockholder will be required to enter into non-competition or similar agreements or take on any other recourse, indemnification obligations or liability, other t...