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.
Tag-Along Rights. (a) If (i) (A) the Liberty Parties propose to Transfer Liberty Offered Shares representing a majority of the Class B and Class C Stock then Beneficially Owned by the Liberty Parties or, when taken together with all prior Transfers of such stock other than to a Permitted Transferee or the Founders and their Designated Purchasers, a number of shares equal to a majority of such stock Beneficially Owned by the Liberty Parties as of the date hereof, in either case pursuant to a Liberty Offer Notice or Liberty Offer Notices delivered in accordance with Section 4, (B) the Founders and their Designated Purchasers fail to purchase such Liberty Offered Shares and (C) the Liberty Parties propose to Transfer the Class A Stock obtained by the conversion of such Liberty Offered Shares to a Person other than a Permitted Transferee, or (ii) (A) the Founder Parties propose to Transfer Founder Offered Shares representing a majority of the Class B Stock then Beneficially Owned by all Founder Parties, or, when taken together with all prior Transfers of such stock other than to a Permitted Transferee or the Liberty Parties, a number of shares equal to a majority of such stock Beneficially Owned by the Founders and their Permitted Transferees as of the date hereof, in either case pursuant to a Founder Offer Notice or Founder Offer Notices delivered in accordance with Section 5, (B) the Liberty Parties fail to purchase such Founder Offered Shares and (C) the Founder Parties propose to Transfer such Founder Offered Shares to a Person other than a Permitted Transferee, the proposed transferor(s) (the "Transferor") must first deliver a notice (a "Tag-Along Notice") to the Founders, if the Transferor is one or more Liberty Parties, or to the Liberty Parties, if the Transferor is one or more Founder Parties, setting forth (w) the number of shares of Class A Stock or shares of Class B Stock proposed to be Transferred (which shall be the same as the number of Subject Shares subject to the applicable First Offer Notice), (x) the price per share of Class A Stock or per share of Class B Stock at which the shares of Class A Stock or shares of Class B Stock are proposed to be Transferred (which shall be equal to or greater than the price per share set forth in the applicable First Offer Notice), (y) all Liens and Restrictions to which the shares of Class A Stock or shares of Class B Stock proposed to be Transferred will be subject, and (z) whether the shares of Class A Stock or shares of Cl...
Tag-Along Rights. (a) If at any time during the term of this Agreement, any one or more of the Majority Shareholders (individually and together, the “Tag-Along Seller”) proposes to transfer any Shares to any individual Person or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) (a “Third Party Purchaser”) which would result in a Change of Control Transaction (a “Tag-Along Sale”), then each of the Minority Shareholders shall have the right (the “Tag-Along Right”) to include a number of Shares or Warrants owned by it in the Tag-Along Sale, for the same per share consideration (in the case of Warrants, the per share consideration shall take into account the number of Shares issuable upon exercise of such Warrants) and upon substantially similar terms and conditions to be paid and given to the Tag-Along Seller for its Shares in the agreement contemplating such Tag-Along Sale, equal to the product obtained by multiplying (A) a fraction, the numerator of which is the number of issued and outstanding Shares plus the number of Shares issuable upon the exercise of Warrants owned by such Minority Shareholder and the denominator of which is the total number of issued and outstanding Shares plus the number of Shares issuable upon the exercise of Warrants owned by the Tag-Along Seller and all other shareholders and holders of Warrants of the Company participating in the contemplated Tag-Along Sale (including all Minority Shareholders exercising their Tag-Along Rights under this Section 4.5), collectively, by (B) the number of Shares proposed to be sold in the contemplated Tag-Along Sale without regard to the terms of this Section 4.5 (the product of (A) and (B), with respect to each Minority Shareholder exercising its Tag-Along Rights under this Section 4.5, the “Tag-Along Securities”). For the avoidance of doubt, Warrants, shares of Common Stock (including shares issuable upon exercise of Warrants) and Class A Stock shall be treated as a single class (without regard to differences in voting or other rights) for purposes of this Section 4.5 so that any Minority Shareholders exercising their Tag-Along Rights shall be entitled, in their sole discretion, to include their shares of Common Stock or Warrants in any Tag Along Sale regardless of the class of Shares (be they Common Stock or Class A Stock) proposed to be transferred by the Tag-Along Seller.
Tag-Along Rights. (a) At any time following the expiration of the Founder Shares Lock-Up Period with respect to any Subject Shares, if one or more of the Affiliates of Onex that own ordinary shares of Holdings from time to time (collectively, the “Onex Shareholders”) proposes to Transfer (other than a Transfer (x) to any Person that is an Affiliate of Holdings, Onex, Baring, any Founder, the Sponsor or Garden State or (y) in a Public Offering (as defined in the Registration Rights Agreement (as defined in the Merger Agreement) or in a sale to the public under Rule 144 of the Securities Act) all or any portion of the ordinary shares of Holdings then held by such Onex Shareholder and the Dragging Shareholders (as defined below) do not exercise their Drag-Along Rights (as defined below), if applicable, with respect to such Transfer (such Onex Shareholder proposing such Transfer being the “Transferring Shareholder”), then the provisions of this paragraph 26 shall apply. In such event, the Sponsor, the Founders and Garden State (the “Tag-Along Shareholders”) shall have the right (the “Tag-Along Right”) to sell in their discretion up to the same percentage of such Tag-Along Shareholders’ Subject Shares as the Transferring Shareholder is proposing to sell in such Transfer by requesting that the transferee in such Transfer purchase from each such Tag-Along Shareholder up to the number of Subject Shares equal to the number derived by multiplying (i) the total number of Subject Shares that the transferee has agreed or committed to purchase from the Transferring Shareholder by (ii) a fraction, the numerator of which is the total number of Subject Shares owned by such Tag-Along Shareholder, and the denominator of which is equal to the sum of (x) the total number of ordinary shares of Holdings then held by the Onex Shareholders plus (y) the total number of Subject Shares. Any Subject Shares purchased from Tag-Along Shareholders pursuant to this paragraph 26 shall be purchased upon the same terms and conditions (including timing of purchase and payment and the type and form of consideration) as such proposed Transfer by such Transferring Shareholder.
Tag-Along Rights. Unless the Existing Stockholders Representative elects to exercise its rights pursuant to Section 7.14, if the Existing Stockholders Representative (solely in its capacity as an Existing Stockholder) (in such capacity, the “Transferring Stockholder”) proposes to assign a portion of its rights under this Agreement to a third-party (such Person, a “Prospective Purchaser,” and such transaction, a “Tag-Along Sale”), then, prior to proceeding with such Tag-Along Sale, the Transferring Stockholder will deliver to the other Existing Stockholders (the “Other Existing Stockholders”) a written notice stating that the Transferring Stockholder proposes to assign a portion of its rights under this Agreement and the consideration to be paid by the Prospective Purchaser. Each Other Existing Stockholder may elect to assign a portion its rights under this Agreement on the same terms and conditions as the Transferring Stockholder. Within ten (10) days after receipt of such written notice, if an Other Existing Stockholder elects to participate in such Tag-Along Sale, such Other Existing Stockholder will deliver written notice to the Transferring Stockholder stating the rights to be assigned by such Other Existing Stockholder. If the Prospective Purchaser will not acquire all of the rights of the Transferring Stockholder and the electing Other Existing Stockholders, then the rights proposed to be assigned by the Transferring Stockholder and the electing Other Existing Stockholders will be ratably reduced to that which the Prospective Purchaser is willing to acquire. Each electing Other Existing Stockholder will take all actions requested by the Transferring Stockholder in connection with the consummation of a Tag-Along Sale, including the execution of all agreements, documents and instruments in connection therewith requested by the Transferring Stockholder of such Other Existing Stockholder. The Transferring Stockholder and the electing Other Existing Stockholders will bear their Applicable Percentage of the costs of a Tag-Along Sale.
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.
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).
Tag-Along Rights. (a) If the Sponsor proposes to transfer all or a portion of the shares of Common Stock beneficially owned by it to a Third Party which would not be an Affiliate of the Sponsor immediately upon consummation of such transfer, and the Sponsor does not exercise its Drag-Along Rights in accordance with Section 7.4 (a “Tag-Along Sale”), the Sponsor shall cause you and your Permitted Transferees to have the option to exercise your rights under this Section 7.1, provided, however, that you and your Permitted Transferees, if any, shall have no rights under this Section 7.1 if the shares of Common Stock to be transferred in such transaction and any shares of Common Stock which have been transferred to any Third Party within a 90-day period preceding the date of such transfer have, in the aggregate, a Fair Market Value less than ten million dollars ($10,000,000) (a “Small Transfer”), and provided, further, that when the cumulative Fair Market Value of all such Small Transfers, the value to be calculated at the time of each such transfer, exceeds fifty million dollars ($50,000,000), the restrictions provided for in the first proviso of this Section 7.1(a) shall no longer be in effect. Moreover, you and your Permitted Transferees, if any, shall have no rights under this Section 7.1 with respect to any transfer by the Sponsor of any shares of Common Stock beneficially owned by it to any limited partner of the Sponsor.
Tag-Along Rights. (a) If any Kenner Member (as defined in the LLC Agreement) determines to sell, transfer or otherwise dispose of any shares of Common Stock or Common Stock Equivalents then owned by the Institutional Investors (the "Transfer Securities") to any Person or Persons (other than to the partners and co-investors and their respective Affiliates of the Kenner Member) and such sale, transfer or other disposition would trigger the tag-along rights provided under Section 9.3 of the LLC Agreement and/or the provisions of the Stockholders Agreement, KAT Holdings, L.P. shall cause the Kenner Member to notify the Stockholder in writing (the "Tag Along Notice") of such proposed transfer and its terms and conditions. Within 15 days of receipt of a Tag Along Notice, the Stockholder shall notify (the "Tag Along Participation Notice") the Kenner Member if it elects to participate in such transfer ("Tag Along Right") and shall state the number of Shares, Rollover Options and other Common Stock that the Stockholder desires to sell (the "Tag Along- Securities"). Upon electing to transfer, the Stockholder shall be obligated to sell, at the same price and on the same terms as the Kenner Member, the number of Tag-Along Securities stated in its notice to the Kenner Member. The Stockholder may elect to sell such number of Tag-Along Securities as is equal to the number of shares of Transfer Securities to be purchased by the proposed transferee multiplied by a fraction, the numerator of which shall be the number of Shares, Rollover Options and other Common Stock held by the Stockholder and the denominator of which shall be the aggregate number of shares of Common Stock or Common Stock Equivalents held by the Kenner Member and all other stockholders exercising tag-along rights under the LLC Agreement and/or the Stockholders Agreement and other Buy-Sell Agreements (including the Stockholder); provided, however, that the sale of the Transfer Securities contained in the Tag Along Notice is consummated within 90 days following delivery of the Tag-Along Notice. The Stockholder shall agree to enter into a purchase agreement in form and substance approved by the Kenner Member which may contain provisions requiring customary representations as to ownership of the Tag-Along Securities to be purchased and the absence of liens thereon and indemnifications from the Stockholder (provided, that the Stockholder will not be required to undertake express or contractual liability for representations, warr...
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").
