Tag-Along Rights. (a) So long as this Agreement shall remain in effect, with respect to any proposed Transfer by any of Vestar and its Affiliates (in such capacity, a "Transferring Stockholder") of Common Stock permitted hereunder, other than as provided in Section 3.2(b) and 3.6, the Transferring Stockholder shall have the obligation, and each other Stockholder (other than Vestar or any of its Affiliates) shall have the right, to require the proposed transferee to purchase from each such other Stockholder having and exercising such right (each a "Tagging Stockholder") a number of shares of Common Stock up to the product (rounded up to the nearest whole number) of (i) the quotient determined by dividing (A) the aggregate number of shares of Common Stock beneficially owned on a fully diluted basis by such Tagging Stockholder and sought by the Tagging Stockholder to be included in the contemplated Transfer by (B) the aggregate number of shares of Common Stock beneficially owned on a fully diluted basis by the Transferring Stockholder and all Tagging Stockholders and sought by the Transferring Stockholder and all Tagging Stockholders to be included in the contemplated Transfer and (ii) the total number of shares of Common Stock proposed to be directly or indirectly Transferred to the transferee in the contemplated Transfer, and at the same price per share of Common Stock and upon the same terms and conditions (including without limitation time of payment and form of consideration) as to be paid and given to the Transferring Stockholder; provided that a Stockholder shall not be deemed to beneficially own any shares underlying unexercised Options unless such Options are vested and exercisable as of the date of the Tag Notice described in Section 3.5(b); and provided further that in order to be entitled to exercise its right to sell shares of Common Stock to the proposed transferee pursuant to this Section 3.5(a), a Tagging Stockholder must agree to make to the transferee the same representations, warranties, covenants, indemnities and agreements as the Transferring Stockholder agrees to make in connection with the proposed Transfer of the shares of Common Stock of the Transferring Stockholder (except that in the case of representations and warranties pertaining specifically to the Transferring Stockholder a Tagging Stockholder shall make the comparable representations and warranties pertaining specifically to itself); and provided further that all representations, warranties and...
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. In the event that a Selling Investor Member proposes to Transfer Interests, other than any Transfer to an Affiliate of such Selling Investor Member, and such Interests would represent, together with all Interests previously Transferred by such Selling Investor Member to non-Affiliates of such Selling Investor Member, more than 10% of such Selling Investor Member’s Common Units held on the date hereof, then at least thirty (30) days prior to effecting such Transfer, such Selling Investor Member shall give each other Member written notice of such proposed Transfer. Each other Member shall then have the right (the “Tag-Along Right”), exercisable by written notice to the Selling Investor Member, to participate pro rata in such sale by selling a pro rata portion of such other Member’s Common Units on substantially the same terms (including with respect to representations, warranties and indemnification) as the Selling Investor Member; provided, however, that (x) any representations and warranties relating specifically to any Member shall only be made by that Member; (y) any indemnification provided by the Members (other than with respect to the representations referenced in the foregoing subsection (x)) shall be based on the relative Interests being sold by each Member in the proposed sale, either on a several, not joint, basis or solely with recourse to an escrow established for the benefit of the proposed purchaser (the Members’ contributions to such escrow to be on a pro-rata basis in accordance with the proceeds received from such sale), it being understood and agreed that any such indemnification obligation of an Member shall in no event exceed the net proceeds to such Member from such proposed Transfer; and (z) the form of consideration to be received by the Selling Investor Member in connection with the proposed sale may be different from that received by the other Members so long as the value of the consideration to be received by the Selling Member is the same or less than what they would have received had they received the same form of consideration as the other Members. In the event that a sale by the Selling Member does not constitute an Exit Event then, unless otherwise determined by the Override Unit Committee in its sole discretion, Management Members may only participate in such sale with respect to their Common Units.
Tag-Along Rights. If any one or more stockholders of the Company, individually or in a Group (individually and collectively, as applicable, the "Selling Holder") engage in a Change in Control involving a sale of Shares (other than any sale to an Affiliate of such Selling Holder), the Stockholder shall have the right (a "Tag-Along Right") to participate in such transaction on the same material terms and conditions as the Selling Holder by including in such transaction the same percentage of the Stockholder's Shares (determined on a Fully Diluted Basis) as the percentage of Shares being sold by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), as follows:
(a) The Company shall deliver to the Stockholder at least 14 days prior to consummating such Change of Control a written notice (a "Tag-Along Notice") of such transaction; provided, however, that (i) if 14 days' prior notice is not practicable, the Tag-Along Notice shall be given as many days prior to such transaction as is practicable; and (ii) the Stockholder shall keep any information regarding the proposed transaction strictly confidential.
(b) If the Stockholder desires to participate in such transaction, the Stockholder must deliver to the Selling Holder, within 7 days of receiving a Tag-Along Rights Notice, written notice (a "Participation Notice") of the Stockholder's desire to participate in such transaction. If the Stockholder does not deliver to the Selling Holder a Participation Notice with respect to such Tag-Along Right within the applicable time period, the Stockholder shall be treated as having waived his right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction on the terms contained in the Tag-Along Rights Notice
(c) The Stockholder shall cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer documentation), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor of the Change of Control.
(d) Each of the Selling Holders and any other party to any such transaction shall have the right, in its sole discretion, at all times prior to consummation of such transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tag-Along Rights...
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. (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. If Insight desires at any time to sell to any other Person (the "Third-Party Purchaser") all or any part of any Common Interest held by Insight, Insight shall send Central and the Principals a written notice of the proposed sale and shall afford Central the opportunity to sell to the Third-Party Purchaser, for the type of consideration provided in Section 9.6(d), on terms equivalent as to purchase price per Unit (subject to Section 9.6(g)) and otherwise identical (subject to Section 9.6(f)) to those applicable to the sale of the Common Interest proposed to be sold by Insight, that percentage of its Common Interest equal to a fraction, the numerator of which is the number of Units assigned to the Common Interest proposed to be sold by Insight and the denominator of which is the number of Units assigned to all of the Common Interests of Insight. For purposes of this Section 9.6(a), Central shall have been afforded the opportunity to sell its Common Interest if Central and the Principals shall have received, at least thirty days prior to the sale by Insight, the notice from Insight referred to in the first sentence of this Section 9.6(a), specifying the material terms of the proposed sale, the purchase price and other terms and conditions of payment, and the anticipated date on or about which the proposed sale is to be made, and accompanied by an offer from the Third-Party Purchaser to purchase Central's Common Interest on the terms described in this Section 9.6(a). Central shall accept the offer to sell its Common Interest pursuant to this Section 9.6(a) if the Principals so elect, and Insight's notice to Central and the Principals pursuant to this Section 9.6(a) shall specify the deadline before which the Principals must notify Insight of their election that Central sell any of its Common Interest pursuant to this Section 9.6(a), which deadline may not be before the later of (1) the fifteenth day after the Principals' receipt of Insight's notice or (2) the fifth day after the amount of consideration allocable to Insight's Common Interest is agreed to between Insight and the Principals or otherwise determined pursuant to Section 9.6(e). Any purchase and sale of any part of Central's Common Interest pursuant to this Section 9.6(a) shall be conditioned on the consummation of the purchase and sale of Insight's Common Interest to which this Section 9.6(a) applies.
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. (a) For purposes of this Agreement, the following shall constitute a "Triggering Event": The receipt by Xxxx X. Xxxxxxxx, Xxxxxxxxx X. Xxxxxxx or SCF (the "Potential Sellers") from any person or entity of a bona fide written offer to purchase or otherwise acquire for a valuable consideration any Common Stock held by Xxxx X. Xxxxxxxx, Xxxxxxxxx X. Xxxxxxx or SCF, respectively, that such person desires to accept (a "Purchase Offer"). Upon the occurrence of a Triggering Event, the recipient of a Purchase Offer shall promptly give notice to the other Potential Sellers of the occurrence of the Triggering Event together with a copy of the offer executed by the offeror (a "Trigger Notice").
(b) Upon the occurrence of a Triggering Event, the following provisions shall apply.
(i) If Xxxx X. Xxxxxxxx and/or Xxxxxxxxx X. Xxxxxxx is the recipient of a Purchase Offer, SCF shall have the right and option to participate along with either or both of Xx. Xxxxxxxx or Xx. Xxxxxxx, as sellers, in the sale of Common Stock pursuant to a Purchase Offer received by Xx. Xxxxxxxx or Xx. Xxxxxxx or both, which right and option shall be exercised by delivering written notice to such effect to the Potential Seller(s) that provided the Trigger Notice within 15 days after the date of the Trigger Notice. SCF and each of the Potential Sellers that provided the Trigger Notice shall be entitled to sell shares of Common Stock pursuant to the Purchase Offer on the terms and conditions set forth on the Purchase Offer and in a quantity calculated by multiplying (X) the total number of shares of Common Stock that are subject to the Purchase Offer by (Y) a fraction, the numerator of which is equal to the number of shares of Common Stock owned by such Potential Seller and the denominator of which is equal to the number of shares of Common Stock owned by all the Potential Sellers desiring to sell in the Purchase Offer. In such circumstances, the Potential Seller(s) providing the Trigger Notice shall not sell any of the Common Stock which it owns pursuant to the Purchase Offer unless SCF is permitted to participate in the sale as provided herein.
(ii) If SCF, in compliance with its other contractual obligations hereunder, including restrictions on the transfer of its Common Stock, is the recipient of a Purchase Offer, Xxxx X. Xxxxxxxx and Xxxxxxxxx X. Xxxxxxx shall have the right and option to participate along with SCF in the sale of the Common Stock pursuant to the Purchase Offer, which right and ...
Tag-Along Rights. In the event a Stockholder is permitted, pursuant to Section 4.01(a)(iv) hereof (but subject to the provisions of Section 4.03(f)), to Transfer any or all of its Restricted Securities, other than pursuant to an Excused Transfer, such Stockholder shall deliver a written notice (the “Sale Notice”) to each other Stockholder and the Company. Such Sale Notice shall contain a complete description of the terms of the proposed Transfer, including without limitation the number of shares of Common Stock and/or Preferred Stock to be transferred, identity of the proposed transferee, purchase price offered, terms of payment and time for performance, as well as copies of any document, including if applicable any letter of intent, relating to such proposed Transfer. Each Stockholder may elect to participate in the contemplated Transfer by delivering written notice to the Stockholder(s) initiating the Sale Notice (the “Selling Stockholder(s)”) and the Company within 30 days after receipt by the Stockholders of the Sale Notice, which notice shall indicate the number of Restricted Securities desired to be sold by such electing Stockholder (the “Participating Tag-along Stockholder”); provided that if the Selling Stockholder is selling both Preferred Stock and Common Stock, then each Participating Tag-along Stockholder must offer to sell both Preferred Stock and Common Stock, with the number of shares of Preferred Stock and Common Stock being offered being in the same proportion to his total ownership of Preferred Stock and Common Stock, respectively (e.g., if the Participating Tag-along Stockholder desires to sell 10% of his Preferred Stock, then he must also offer to sell 10% of his Common Stock). Each Selling Stockholder and each Participating Tag-along Stockholder will be entitled to sell in the contemplated sale, at the same price and on the same terms (including the making of the same representations and warranties but no Stockholder will be required to enter into indemnification or contribution obligations that are joint and several with any other Person), the number of Restricted Securities equal to the product of (i) the quotient determined by dividing the number of Restricted Securities desired to be sold by such Stockholder by the aggregate number of Restricted Securities desired to be sold by the Selling Stockholder(s) and all Participating Tag-along Stockholders, and (ii) the number of Restricted Securities to be sold in the contemplated Transfer; provided that i...
