Tag-Along Right Sample Clauses
A Tag-Along Right is a contractual provision that protects minority shareholders by allowing them to join in, or "tag along" with, a sale of shares by majority shareholders to a third party. When the majority owners decide to sell their stake, minority shareholders have the right to sell their shares on the same terms and conditions as the majority. This ensures that minority investors are not left behind or forced to remain in the company under new ownership, thereby safeguarding their interests and ensuring fair treatment in exit scenarios.
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Tag-Along Right. (a) If the Controlling Shareholder is directly or indirectly transferring Offered Securities to a Third Party Purchaser pursuant to Section 4.5, then the Eligible Investor shall have the right to sell to such Third Party Purchaser that number of Shares equal to that percentage of the Offered Securities determined by dividing (i) the total number of outstanding shares of the Common Stock of the Company (the “Shares”) (on an as-converted basis) then owned by such Eligible Investor by (ii) the sum of (x) the total number of Shares (on an as-converted basis) then owned by such Eligible Investor and (y) the total number of Shares then owned by the Controlling Shareholder, at a price equal to the Offer Price, with other terms set forth in the Offering Notice. The Controlling Shareholder and Eligible Investor shall effect the sale of the Offered Securities and Eligible Investor shall sell the number of Offered Securities to be sold by them pursuant to this Section, and the number of Offered Securities to be sold to such Third Party Purchaser by the Controlling Shareholder shall be reduced accordingly.
(b) The Controlling Shareholder shall give notice to the Eligible Investor of each proposed sale by it, or any other Permitted Holder of Offered Securities which gives rise to the rights of the Eligible Investor set forth in this Section, at least thirty (30) days prior to the proposed consummation of such sale, setting forth the type and number of Offered Securities, including detailed terms of such securities (if other than Common Stock), the name and address of the proposed Third Party Purchaser, the proposed amount and form of consideration and terms and conditions of payment offered by such Third Party Purchaser, the percentage of shares of Common Stock that the Eligible Investor may sell to such Third Party Purchaser (determined in accordance with Section 4.6(a)), and a representation that such Third Party Purchaser has been informed of the “tag-along” rights provided for in this Section and has agreed to purchase Offered Securities in accordance with the terms hereof. The tag-along rights provided by this Section must be exercised by the Eligible Investor within thirty (30) days following receipt of the notice required by the preceding sentence, by delivery of a written notice to the Controlling Shareholder indicating such Eligible Investor’s election to exercise its rights and specifying the number of shares of Common Stock (up to the maximum number of share...
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. 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 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. 4.1 Tag-Along Rights on Transfers of Common Stock.
(i) Subject to Section 4.3, in the event that the Company, the Other Common Stockholders and the Preferred Stockholders do not exercise their options to purchase all of the Selling Common Stockholder's Offered Shares, such Selling Common Stockholder shall offer each Other Common Stockholder and each Preferred Stockholder (collectively for the purposes of this paragraph 4.1, the "Remaining Stockholders"), the opportunity to require that the Transfer by the Selling Common Stockholder be conditioned upon the Third Party purchasing from such Remaining Stockholders and from the Selling Common Stockholder a pro rata portion of each such Stockholder's Shares, based upon the number of Common Stock Equivalents owned by the Selling Common Stockholder and all Remaining Stockholders exercising rights pursuant to this paragraph 4.1 (a "Tag-Along Sale"). The Remaining Stockholders may exercise this right by delivering to the Company and the Selling Common Stockholder a Tag-Along Notice in accordance with paragraph 4.1(ii) below. The Remaining Stockholders delivering such a notice are hereinafter referred to as the "Tag-Along Stockholders." In connection with a Tag-Along Sale, (i) the only representations, warranties and covenants which any Tag-Along Stockholder shall be required to make in connection with any Transfer are representations and warranties with respect to its own ownership of the Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances or adverse claims, its due organization (if applicable), its due authorization, execution and delivery of definitive purchase agreements (if applicable), enforceability of such purchase agreement against it and no conflict of it with such purchase agreement, and (ii) the liability of the Tag-Along Stockholder with respect to any representation and warranty made in connection with any Transfer is the several liability of such Tag-Along Stockholder (and not joint with any other person).
(ii) The Tag-Along Stockholders may exercise their rights pursuant to clause (i) above by providing written notice (the "Tag-Along Notice") to the Company and the Selling Common Stockholder no less than thirty (30) days after the expiration of the final option election period in Section 3.1
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. (a) Other than in connection with an IPO as contemplated by Section 4.4 and in connection with a Foreclosure Transfer, if at any time after the third (3rd) anniversary of the Effective Date and prior to an IPO of such Party (as defined herein), a Party proposes to Transfer all or any portion of its Asset Interests, whether in a single or series of related transactions, that constitute greater than thirty-five percent (35%) of such Party’s total Asset Interests held as of the Effective Date to a Third Party purchaser or purchasers (a “Proposed Sale”), after complying with Section 4.3, the Transferring Party shall furnish to the other Parties (the “Non-Initiating Parties”) a written notice of such Proposed Sale (the “Tag-Along Notice”) and provide the Non- Initiating Parties the opportunity to participate in such Proposed Sale on the terms described in this Section 4.2 to the extent of their respective ownership interests in the assets to be transferred in such Proposed Sale. The Tag-Along Notice will include:
(i) the material terms and conditions of the Proposed Sale, including (A) the Asset Interests to be Transferred, (B) the name of the proposed transferee (the “Proposed Transferee”), (C) the proposed amount and form of consideration (including the proposed price on a per Working Interest percentage basis based on an allocation of value by applicable Leases, Wellpads, and other applicable Assets, which will include an allocation to individual producing ▇▇▇▇▇ and undeveloped acreage based on the bona fide third party offer), and (D) the proposed Transfer date, if known, which date shall not be less than forty-five (45) Business Days after delivery of such Tag-Along Notice; and
(ii) an invitation to the Non-Initiating Party to participate in such Proposed Sale at the same per Working Interest percentage price per applicable Asset, for the same form of consideration and on the same terms and conditions as those offered to the Transferring Party in the Proposed Sale. The Transferring Party will deliver or cause to be delivered to the Non-Initiating Party copies of all transaction documents relating to the Proposed Sale as promptly as practicable after they become available.
(b) A Non-Initiating Party must exercise the tag-along rights provided by this Section 4.2 within twenty (20) Business Days following delivery of the Tag-Along Notice by delivering a notice (the “Tag-Along Offer”) to the Transferring Party indicating its desire to exercise its tag-along r...
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. The Company shall ensure that if at any time either ▇▇▇▇▇▇ ▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇ (each a “Founder”) enters into an agreement to sell all or any portion of such Founder’s Common Stock to any person or entity other than a transfer made without consideration for bona fide estate planning purposes, Methodist shall have the right to transfer to the proposed transferee a number of the Shares equal to (a) the number of shares of Common Stock proposed to be transferred by such Founder multiplied by (b) the percentage of issued and outstanding Common Stock of the Company then owned by Methodist, at the same price per share and on the same terms and conditions as are applicable to the proposed transfer by the Founder (the “Tag-Along Right”). Prior to any sale of a Founder’s Common Stock subject to these provisions, the Founder shall notify Methodist and the Company in writing (the “Seller’s Notice”) of the proposed sale, which notice shall set forth: (i) the number of shares of Common Stock proposed to be transferred by such Founder, (ii) the name and address of the proposed transferee, and (iii) the proposed consideration and terms and conditions of payment offered by such proposed transferee. Methodist may exercise its Tag-Along Right by delivering a written notice (the “Tag‐Along Notice”) to the Founder within fifteen (15) days of the date the Founder delivered or caused to be delivered the Seller’s Notice. The Tag‐Along Notice shall state the number of shares of Common Stock that Methodist proposes to include in the proposed sale. If Methodist delivers a Tag‐Along Notice, Methodist shall be obligated to sell the number of shares of Common Stock specified in the Tag‐Along Notice upon the same terms and conditions as those under which the Founder is selling its shares of Common Stock, conditioned upon and contemporaneously with, the Founder’s sale of its shares of Common Stock in the proposed transfer. If any proposed sale by a Founder is not consummated within forty-five (45) days after receipt of the Seller’s Notice by Methodist, the Founder proposing the sale may not sell any Company securities unless he first complies in full with each provision of this Section 8. The exercise or election not to exercise any right by Methodist hereunder shall not adversely affect its right to participate in any other sales of Company securities subject to this Section 8.
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...