Tag-Along Rights Sample Clauses
POPULAR SAMPLE Copied 600 times
Tag-Along Rights. (a) In the event that, at any time prior to the date on which the Company consummates a sale of shares of Common Stock in an initial public offering of shares of Common Stock registered pursuant to the Securities Act of 1933, as amended, the Acquiring Stockholder proposes to Transfer shares of Common Stock to a Third Party Purchaser, in a single Transfer or a series of related Transfers constituting a Company Sale (as defined in Section 3(f) below) then each Management Stockholder shall have the right, subject to Section 3(e) below (the “Tag-Along Right”) to require that the proposed Third Party Purchaser purchase from such Management Stockholder up to the number of whole shares of Common Stock (including any Restricted Shares issuable upon the exercise of Options that are vested as of the date of such Transfer, including any Options that vest as a result of the consummation of the Transfer to the Third Party Purchaser (collectively, the “Vested Options”)) equal to the number derived by multiplying (x) the total number of shares of Common Stock that the proposed Third Party Purchaser has agreed or committed to purchase, by (y) a fraction, the numerator of which is the total number of shares of Common Stock (including shares of Common Stock issuable upon exercise of Vested Options) owned by the Management Stockholder, and the denominator of which is the aggregate number of shares of Common Stock owned by all Acquiring Stockholders, the Management Stockholder and all other holders of Common Stock or Options (whether or not vested). The intent of this computation is to accord to the Management Stockholder the right to sell the same percentage of its holdings of Common Stock as the Acquiring Stockholder are entitled to sell in such a transaction. Any shares of Common Stock and Options purchased from the Management Stockholder pursuant to this Section 3(a) shall be purchased upon the same terms and conditions as such proposed Transfer by the selling Acquiring Stockholder(s).
(b) The Acquiring Stockholder(s) shall notify each Management Stockholder in writing in the event such Acquiring Stockholder(s) propose to make a Transfer or series of Transfers giving rise to the Tag-Along Right at least ten (10) business days prior to the date on which such Acquiring Stockholder(s) expect to consummate such Transfer (the “Sale Notice”) which notice shall specify the number of shares of Common Stock which the Third Party Purchaser intends to purchase in such Transfer. The ...
Tag-Along Rights. (a) Notwithstanding anything to the contrary in this Agreement, prior to the consummation of a proposed Tag-Along Sale, the Potential Tag-Along Sellers shall be afforded the opportunity to participate in such Tag-Along Sale on a pro rata basis, as provided in Section 8.5(b) below.
(b) Prior to the consummation of a Tag-Along Sale, the OZ Limited Partners participating in such Tag-Along Sale (the “Tag-Along Sellers”) shall cause the Tag-Along Purchaser to offer in writing (such offer, a “Tag-Along Offer”) to purchase each Potential Tag-Along Seller’s Tag-Along Securities. In addition, the Tag-Along Offer shall set forth the consideration for which the Tag-Along Sale is proposed to be made and all other material terms and conditions of the Tag-Along Sale. If the Tag-Along Offer is accepted by some or all of such Potential Tag-Along Sellers within five Business Days after its receipt then the number of Class A Shares and/or Class A Common Units to be sold to the Tag-Along Purchaser by the Tag-Along Sellers shall be reduced by the number of Class A Shares and/or Class A Common Units to be purchased by the Tag-Along Purchaser from such accepting Potential Tag-Along Sellers. The purchase from the accepting Potential Tag-Along Sellers shall be made on the same terms and conditions (including timing of receipt of consideration and choice of consideration, if any) as the Tag-Along Purchaser shall have offered to the Tag-Along Sellers, and the accepting Potential Tag-Along Sellers shall otherwise be required to transfer the Class A Shares and/or Class A Common Units to the Tag-Along Purchaser upon the same terms, conditions, and provisions as the Tag-Along Sellers, including making the same representations, warranties, covenants, indemnities and agreements that the Tag-Along Sellers agree to make.
(c) Each OZ Limited Partner acknowledges that, if he participates in a “Tag-Along Sale” (as defined in the DIC Sahir Transaction Agreement), DIC Sahir has certain “Tag-Along Rights” as set forth in the DIC Sahir Transaction Agreement and such OZ Limited Partner agrees that, notwithstanding anything to the contrary in this Section 8.5, in the event he does participate in such a “Tag-Along Sale” then he will act in accordance with the provisions in the DIC Sahir Transaction Agreement relating to “Tag-Along Rights” as if it were a party thereto.
Tag-Along Rights. 14.1 Subject to prior compliance with Clause 13 and in circumstances where a Required Sale Notice has not been provided in accordance with and pursuant to Clause 15.1, if any AHG Shareholders, group of AHG Shareholders or members of their respective AHG Shareholder Group (each, a “Selling AHG Shareholder”) propose to Transfer Securities in a single transaction or series of related transactions (other than with respect to a Transfer permitted by Clauses 11.1.1 and 11.1.3) to a Prospective Buyer (such Prospective Buyer, the “Tag Along Purchaser”) that would result in the Tag Along Purchaser owning or controlling more than fifty per cent. (50%) of the Voting Shares in issue (a “Proposed Sale”), then each Selling AHG Shareholder shall procure that the Tag Along Purchaser sends to each other AHG Shareholder that is not a Selling AHG Shareholder (each, a “Non-Selling AHG Shareholder”), an unconditional offer complying with the provisions of Clause 14.2 (a “Tag Along Offer”) for the Tag Along Purchaser to purchase all (but not a portion only) of the Voting Shares and other Securities held by such Non-Selling AHG Shareholder (“Tag Along Securities”), copied to the Company.
14.2 The Tag Along Offer shall:
14.2.1 be open for acceptance for a period of no less than ten (10) Business Days following the date of the Tag Along Offer (the last date of such period being the “Tag Along Offer Closing Date”);
14.2.2 set out the final material terms and conditions of the Tag Along Offer, which shall reflect the final terms and conditions of the Proposed Sale and be no less favourable than the terms and conditions of the Proposed Sale, including:
(a) the Securities proposed to be so Transferred by each Selling AHG Shareholder (“Selling AHG Shareholders’ Securities”);
(b) the name and address of the Tag Along Purchaser;
(c) the proposed amount and form of consideration per Security, which shall be the same as the amount and form of consideration per Security to be paid to each Selling AHG Shareholder (and if such consideration consists in part or in whole of assets other than cash, each Selling AHG Shareholder will provide such information, to the extent reasonably available to such Selling AHG Shareholder, relating to such assets as the other AHG Shareholders may reasonably request in order to evaluate the value of such assets);
(d) any representations and warranties which a Selling AHG Shareholder has agreed to make to the Tag Along Purchaser (with such representations an...
Tag-Along Rights. (a) If at any time following the Lock-up Period a Shareholder (the “Selling Shareholder”) proposes to Transfer any shares of its Common Shares to a Third Party Purchaser (the “Proposed Transferee”) (and if the Selling Shareholder is the Enstar Shareholder and it cannot or has not elected to exercise its drag-along rights set forth in Section 3.03), each other Shareholder (each, a “Tag-along Shareholder”) shall be permitted to participate in such Transfer (a “Tag-along Sale”) on the terms and conditions set forth in this Section 3.04.
(b) Prior to the consummation of any such Transfer of Common Shares described in Section 3.04(a), and after satisfying its obligations pursuant to Section 3.02, the Selling Shareholder shall deliver to the Company and each other Shareholder a written notice (a “Sale Notice”) of the proposed Tag-along Sale subject to this Section 3.04 no later than 20 Business Days prior to the closing date of the Tag-along Sale. The Sale Notice shall make reference to the Tag-along Shareholders’ rights hereunder and shall describe in reasonable detail:
(i) the aggregate number of Common Shares the Proposed Transferee has offered to purchase.
(ii) the identity of the Proposed Transferee;
(iii) the proposed date, time and location of the closing of the Tag-along Sale;
(iv) the per share purchase price and the other material terms and conditions of the Transfer, including a description of any non-cash consideration in sufficient detail to permit the valuation thereof; and
(v) a copy of any form of agreement proposed to be executed in connection therewith.
(c) Each Tag-along Shareholder shall exercise its right to participate in a Transfer of Common Shares by the Selling Shareholder subject to this Section 3.04 by delivering to the Selling Shareholder a written notice (a “Tag-along Notice”) stating its election to do so and specifying the number of Common Shares to be Transferred by it no later than five Business Days after receipt of the Sale Notice (the “Tag-along Period”). The offer of each Tag-along Shareholder set forth in a Tag-along Notice shall be irrevocable, and, to the extent such offer is accepted, such Tag-along Shareholder shall be bound and obligated to Transfer in the proposed Transfer on the terms and conditions set forth in this Section 3.04. The Selling Shareholder and each Tag-along Shareholder shall have the right to Transfer in a Transfer subject to this Section 3.04 the number of Common Shares equal to the product of (x) the...
Tag-Along Rights. (a) Notwithstanding anything to the contrary in this Agreement, neither Member (“Selling Member”) may Transfer any or all of its Units to a Person other than to a Permitted Transferee unless the other Member has the right to sell, in the same transaction, its Units to such Person, on a pro-rata basis based on each Member’s Profit Interest, for a purchase price determined in the identical manner, after giving effect to any adjustments made pursuant to Section 3.4(b) hereof to the Profit Interest corresponding to such Member’s Units, to the Profit Interest attach, as the purchase price of the Selling Member’s Units shall have been determined (and subject to identical method of payment and other terms).
(b) As soon as practicable after the Selling Member decides or proposes to sell any or all of its Units, but at least ninety (90) days before the proposed date of a sale of the Selling Member’s Units, the Selling Member shall give a written notice (the “Tag-Along Notice”) to the other Member at each Member’s address as shown on the Company’s records. The Tag-Along Notice shall describe in detail the proposed sale, including the proposed price or consideration to be paid, the name and address of the proposed transferee, and if the Selling Member is proposing to sell less than all of its Units, the proportion of their total Units that they intend to sell. The non-Selling Member (“Tagging Member”) shall have the right to sell to the proposed transferee the same proportion, based on such Member’s Profit Interest, of such Member’s Units on the terms, subject to adjustments in the price based on any adjustments to each Member’s Profit Interest previously made pursuant to this Section 3.4(b) hereof, set forth in the Tag-Along Notice. Other than as set forth herein, the terms of the Tag-Along Notice shall not be more burdensome to the Tagging Member than the terms applicable to the Selling Member in the purchase transaction with the transferee.
(c) The Tagging Member shall exercise the rights under this Section 11.7 by delivering a notice of exercise to the Selling Member, with a copy to the Company, within thirty (30) days after the delivery of the Tag-Along Notice to the Tagging Member.
(d) No later than one hundred eighty (180) days following delivery of the Tag Along Notice to the Company, the Selling Members shall conclude the sale of its Units on the terms and conditions described in the Tag Along Notice, and the Tagging Member shall simultaneously sell its Unit...
Tag-Along Rights. This Section 1.1 shall apply to a Transfer (each a "Tag-Along Transfer" and, together, "Tag-Along Transfers") by either or both of the Shareholders of any number of shares of Common Stock or Other Securities owned of record or beneficially by either of such Shareholders (each a "Seller" and, together, the "Sellers"). No Shareholder shall engage in any Tag-Along Transfer without complying with the terms and conditions set forth in this Section 1.1; provided, that the requirements of this Section 1.1 shall not apply to any Transfer pursuant to, or consummated through, an effective registration statement filed pursuant to the Securities Act of 1933, as amended, with respect to such sale.
(a) If any Shareholder (a "Tag-Along Initiator") desires to engage in a Tag-Along Transfer, it shall give not less than twenty (20) days' prior written notice of such intended Transfer to Warrantholder (for purposes of this Section 1.1, the "Tag-Along Offeree") and to the Company. Such notice (the "Tag-Along Notice") shall set forth the terms and conditions of such proposed Transfer, including the name of the proposed transferee (the "Transferee"), the number of shares of Common Stock or Other Securities proposed to be transferred by the Tag-Along Initiator, the purchase price per share proposed to be paid therefor and the payment terms and type of transfer to be effectuated. Within ten (10) days after delivery of the Tag-Along Notice by the Tag-Along Initiator (the "Tag-Along Acceptance Period") to the Tag-Along Offeree and to the Company, the Tag-Along Offeree shall, by written notice (the "Offeree Notice") to the Tag-Along Initiator and the Company, have the opportunity and right to sell to such Transferee in such proposed Transfer (upon the same terms and conditions as the Tag-Along Initiator) up to that number of shares of Common Stock or Other Securities owned by the Tag-Along Offeree as shall be determined under Section 1.1(c). The failure of the Tag-Along Offeree to deliver an Offeree Notice to the Tag-Along Initiator within the Tag-Along Acceptance Period shall be deemed to be an automatic refusal of the Tag-Along Offer.
(b) At the closing of any proposed Transfer in respect of which a Tag-Along Notice has been delivered, the Tag-Along Initiator together with the Tag-Along Offeree, if it has elected to sell shares of Common Stock or Other Securities, shall deliver, free and clear of all liens, to the proposed Transferee certificates evidencing the shares of Common St...
Tag-Along Rights. If any Stockholder (each, a "Selling Stockholder") has received a bona fide written offer (an "Offer") to purchase a majority of its Corporation Securities in a private transaction from any person other than a Permitted Transferee (the "PROPOSED TRANSFEREE"), and such Selling Stockholder desires to accept such Offer, each Stockholder shall have the right to elect to participate in the contemplated transaction. The Selling Stockholder shall give the Corporation and each Stockholder written notice of the Offer within three days of receipt of the Offer, and each Stockholder shall have thirty (30) days from the date of receipt of such notice to notify the Selling Shareholder of its election to participate. If any Stockholders elect to participate in the proposed sale, such Stockholder shall have the right to sell, at the same price and on the same terms as set forth on the Offer, that number of shares of Corporation Securities equal to the product of (i) the number of shares of Corporation Securities owned by it, and (ii) the number obtained by dividing (A) the number of shares of Corporation Securities to be sold to the Proposed Transferee pursuant to the Offer by (B) the aggregate number of shares owned by the Selling Stockholder (the "TAG-ALONG SHARES"). The Tag-Along Shares shall either (i) be purchased by the Proposed Transferee in addition to the Selling Stockholder's shares, or (ii) be purchased by the Proposed Transferee in lieu (and reduction) of the number of shares being sold by the Selling Stockholder. The Selling Stockholder will use his best efforts to obtain the agreement of the Proposed Transferee to the participation of the electing Stockholders in such sale. The Selling Stockholder will be prohibited from transferring any of his shares of Corporation Securities to the Proposed Transferee if the Proposed Transferee declines to allow the participation of the other Stockholders.
Tag-Along Rights. (a) Subject to the terms and conditions of this Section 7 and notwithstanding Section 2(b) herein, if the Trust proposes to sell twenty-five percent (25%) or more of the Shares it then holds to a bona fide unaffiliated third party or parties on an arm's length basis in a single transaction or a series of related transactions, and the Trust did not elect its drag-along right pursuant to Section 6(a) above, the Trust shall provide to the Holder, at least thirty (30) days prior to the closing of such sale, written notice, in accordance with Section 15 herein, of its intention to sell the shares of Common Stock, the name of the Proposed Transferee, the price and other material terms under which the sale is proposed to be made and that the Holder is entitled to immediately exercise a certain portion of the Warrant, if any portion thereof is still outstanding and unexpired hereunder, and to sell the Shares obtained through such exercise, if any (the "Optional Exercise Shares"), as well as a certain number of the Shares then held by the Holder to the Proposed Transferee on the terms and conditions contained therein ("Tag-Along Notice").
(b) Subject to the terms and conditions of this Section 7, upon receipt of the Tag-Along Notice, the Holder shall have the right, exercisable upon written notice in accordance with Section 15 herein to the Trust, sent within twenty (20) days after the Holder's receipt of the Tag-Along Notice (the "Participation Notice"), to exercise a portion of the Warrant, if still outstanding and unexpired hereunder, and to sell to the Proposed Transferee the Optional Exercise Shares, if any, and a certain number of Shares then held by the Holder (collectively, the "Tag Shares"), such that in the aggregate the number of Shares to be sold by the Holder to the Proposed Transferee shall be no greater than:
Tag-Along Rights. (i) If, at any time, one or more Shareholders (the “Selling Shareholders”) propose to Transfer to any Person or group of Persons (the “Proposed Purchaser”) in any transaction or series of related transactions a number of Common Shares equal to (x) prior to an Initial Public Offering, 5% or more of the then outstanding Common Shares, and (y) following an Initial Public Offering, 10% or more of the then outstanding Common Shares, the Selling Shareholders shall afford each other Shareholder the opportunity to participate proportionately in such Transfer in accordance with this Section 2(b). At least 20 days prior to the date proposed for such sale, the Selling Shareholders shall give notice to the Company, which shall provide a copy to each other Shareholder with a notice of the proposed Transfer, stating such Selling Shareholders’ intent to make such sale, the number of Common Shares proposed to be transferred, the kind and amount of consideration to be paid for such Common Shares and the name of the Proposed Purchaser (the “Purchase Offer”). Each other Shareholder shall have the right to Transfer to the Proposed Purchaser a number of Common Shares equal to such Shareholder’s Allotment. Such Shareholder’s “Allotment” shall be equal to (A) the total number of Common Shares proposed to be Transferred by the Selling Shareholders multiplied by (B) a fraction, the numerator of which is the number of Common Shares then owned by such Shareholder and the denominator of which is the total number of Common Shares then outstanding (assuming, for purposes of all calculations of outstanding Common Shares in this clause (i), the exercise of all then outstanding Warrants).
(ii) Each Shareholder shall have 10 days from the receipt of the Purchase Offer in which to accept such Purchase Offer by written notice to the Selling Shareholders. Contemporaneously with the sale by the Selling Shareholders, each other Shareholder so electing to participate shall, on the date of the closing, sell the Common Shares indicated in its written notice for the same consideration and on the same terms as those provided by the Proposed Purchaser to the Selling Shareholders as specified in the Purchase Offer.
(iii) Notwithstanding the foregoing, this Section 2(b) shall not apply to any Transfer permitted (or, in the event that such provisions shall have terminated in accordance with Section 10 hereof, that would have been permitted) by subsections (iii) through (viii) of the first sentence of Se...
Tag-Along Rights. (a) If the members of the TW Stockholder Group (the "TW Selling Stockholders") propose to sell to an unaffiliated third party (the "Tag Offeror") (i) all but not less than all of the shares of Class B Common Stock and (ii) shares of Class A Common Stock beneficially owned by them which collectively represent greater than 33% of the issued and outstanding shares of Common Stock (the "TW Shares) or to effect an Indirect Transfer of such shares (in which case the "TW Shares" shall be all the shares of Common Stock owned by the TW Selling Stockholders) (such proposed sale being a "Tag Offer"), then, as a condition to effecting such sale or Indirect Transfer, the TW Selling Stockholders shall cause proper provisions to be made so that each other Principal Stockholder (each, a "Tag Stockholder") shall have the right to participate in such Tag Offer and sell to the Tag Offeror a number of shares of Common Stock owned by it equal to the product of (x) the number of shares of Common Stock owned by such Tag Stockholder multiplied by (y) a fraction, the numerator of which is the number of TW Shares and the denominator of which is the number of issued and outstanding shares of Common Stock owned by the TW Stockholder Group (collectively, with respect to all Tag Stockholders, the "Tag Shares"); provided, however, that if a Tag Stockholder owns both shares of Class B Common Stock and Class A Common Stock, the shares of Class B Common Stock owned by such Tag Stockholder shall be included in the Tag Shares prior to the inclusion of any shares of Class A Common Stock owned by such Tag Stockholder. In connection with a Tag Offer, the TW Selling Stockholders shall cause the Tag Offeror to deliver to each Tag Stockholder a notice (a "Tag Notice of Sale") containing a copy of the Tag Offer, the identity of the Tag Offeror and an offer to purchase all of the Tag Shares owned by such Tag Stockholder on the same terms and conditions (including as to price and form of consideration) as the terms and conditions contained in the Tag Offer. The Tag Notice of Sale shall specify the price at which the Tag Shares are to be purchased, as provided in the preceding sentence. If the Tag Offer also constitutes a Third Party Offer pursuant to Section 3.4, the TW Selling Stockholders shall deliver the Tag Notice of Sale at the same time that the First Refusal Notice of Sale is delivered. The Tag Stockholders shall enter into an appropriate confidentiality agreement relating to the Tag Offer on...