Tag-Along Rights Sample Clauses
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Tag-Along Rights. (a) In the event of a proposed Transfer of Shares by a Stockholder (a “Transferring Stockholder”) other than (x) to a Permitted Transferee or (y) in connection with a Public Offering (including a shelf takedown) in accordance with the Registration Rights Agreement (with respect to which each Stockholder’s right to participate in such Public Offering will be governed by the terms thereof), each Stockholder (other than the Transferring Stockholder) shall have the right to participate on the same terms and conditions and for the same per Share consideration as the Transferring Stockholder in the Transfer in the manner set forth in this Section 3.3. Prior to any such Transfer, the Transferring Stockholder shall deliver to the Company prompt written notice (the “Transfer Notice”), which the Company will forward to the Stockholders (other than the Transferring Stockholder, the “Tag-Along Participants”) within 5 days of receipt thereof, which notice shall state (i) the name of the proposed Transferee, (ii) the number of Shares proposed to be Transferred (the “Transferred Securities”) and the percentage (the “Tag Percentage”) that such number of Shares constitute of the total number of Shares owned by such Transferring Stockholder, (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 Transfer, including the proposed Transfer date (which date may not be less than 35 days after delivery to the Tag-Along Participants of the Transfer Notice). Such notice shall be accompanied by a written offer from the proposed Transferee to purchase the Transferred Securities, which offer may be conditioned upon the consummation of the sale by the Transferring Stockholder, or the most recent drafts of the purchase and sale documentation between the Transferring Stockholder and the Transferee which shall make provision for the participation of the Tag-Along Participants in such sale consistent with this Section 3.3.
(b) Each Tag-Along Participant may elect to participate in the proposed Transfer to the proposed Transferee identified in the Transfer Notice by giving written notice to the Company and to the Transferring Stockholder within the 15 day period after the delivery of the Transfer Notice to such Tag-Along Participant, which notice shall state that such Tag-Along Participant elects to e...
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. (a) After the fifth anniversary of the date of this Agreement, MSG may Transfer its Interests in compliance with this Section 6.4 after it satisfies its ROFO Obligations (it is understood that in the event MSG is not required to comply with clauses (b)-(d) of Section 6.3 (Right of First Offer) pursuant to the proviso in clause (ii) of Section 6.3(a), then it is deemed to have satisfied its ROFO Obligations).
(b) MSG may Transfer its Interests pursuant to this Section 6.4 by providing the Rollover Holdco Members with at least 10 days prior written notice of the Transfer, together with a description of the price and other material terms and conditions of the offer to Transfer such Interests (the “Tag-Along Sale Notice”); provided, however, that in the event MSG is required pursuant to Section 6.3(a)(ii) to give the Principals a right of first offer in order to Transfer its Interests pursuant to Section 6.3, then MSG may not Transfer any Interests under this Section 6.4 unless the ROFO Period shall have expired and the ROFO Party(ies) have not exercised their rights to purchase such Offered Securities. Each Member who is a Principal and each Rollover Holdco Member shall have the right, by delivering to the Company and MSG a written notice within such 10-day period, in the case of a Member who is a Principal, to sell Interests, and in the case of a Rollover Holdco Member, to direct Rollover Holdco to sell Attributable Interests pursuant to Section 6.11(b) that correspond with the Rollover Holdco Interests owned by such Rollover Holdco Member, in each case, on the same terms and conditions as the sale by MSG (with (1) the price per Unit to MSG, on the one hand, and a Principal and Rollover Holdco, on the other hand, being determined in accordance with the Distribution Priorities, and (2) the Principals and the Rollover Holdco Members, as applicable, mutatis mutandis making the same representations and warranties, agreeing to the same covenants and agreeing to the same indemnification obligations as MSG) a number of (i) a Principal’s: (A) Class A Common Units equal to the product of: (1) the number of Class A Common Units owned by such Principal, and (2) the quotient obtained by dividing the number of Class A Common Units being sold by MSG and the number of Class A Common Units owned by MSG at such time (and if the transferee of such Class A Common Units is not willing to purchase such number of Class A Common Units from the other Members, the number of Class A ...
Tag-Along Rights. (a) If GSCP and/or Onex propose to Transfer (each, a “Disposing Shareholder”) (other than Transfers permitted pursuant to Section 3.2(a)(i),(ii) or (iv)), its or their issued and outstanding Shares or securities convertible into, or exchangeable or exercisable for Shares at the right of the holder (the “Tag-Along Securities”), such Shareholder shall refrain from effecting such transaction or transactions unless, prior to the consummation thereof, the other Shareholders who are holders of the same class or series of shares as the Tag-Along Securities that are proposed to be Transferred, shall have been afforded the opportunity to join in such transaction or transactions on a pro rata basis, as hereinafter provided.
(b) Prior to consummation of any proposed Transfer of shares of the Tag-Along Securities described in Section 4.6(a), the Disposing Shareholder or Shareholders shall cause the Person or group of Persons that proposes to acquire such shares (the “Proposed Purchaser”) to offer (the “Purchase Offer”) in writing to each other Shareholder who holds the same class or series of shares as the Tag-Along Securities owned or acquirable by such Shareholder, such that the number of Tag-Along Securities so offered to be purchased from such Shareholder shall be equal to the product of (i) the total number of shares of the same class or series of shares as the Tag-Along Securities then owned by such Shareholder multiplied by (ii) a fraction, the numerator of which is the aggregate number of shares of the same class or series of shares as the Tag-Along Securities proposed to be purchased by the Proposed Purchaser from all Shareholders and the denominator of which is the aggregate number of shares of the same class or series of securities as the Tag-Along Securities then issued and outstanding (for these purposes, all securities convertible into or exchangeable or exercisable for a class of Shares shall be deemed to have been so converted, exchanged, or exercised). Such purchase shall be made at the highest price per share and on such other terms and conditions as the Proposed Purchaser has offered to purchase shares of the same class or series of shares as the Tag-Along Securities to be sold by the Disposing Shareholder or Shareholders. Each Shareholder shall have 30 calendar days from the date of receipt of the Purchase Offer to accept such Purchase Offer, and the closing of such purchase shall occur within 30 calendar days after such acceptance or at such other...
Tag-Along Rights. (a) After compliance with Section 4.03 (if applicable and if the right specified therein is not exercised), if a Stockholder (the “Transferring Stockholder”) proposes to Transfer all or any portion of its Common Shares (a “Proposed Transfer”) (other than (i) to a Permitted Transferee, (ii) pursuant to or consequent upon the exercise of the drag-along rights set forth in Section 4.05, (iii) pursuant to Rule 144, (iv) pursuant to a registered offering or (v) any Transfers made by such Sponsor after an IPO if such Transferring Stockholder, together with its Affiliates, owns or holds of record less than 5% of the outstanding Common Shares), each other Stockholder shall have the right to participate in the Transferring Stockholder’s Transfer by Transferring up to its Pro Rata Portion to the proposed transferee (the “Proposed Transferee”) (each Stockholder who exercises its rights under this Section 4.04(a), a “Tagging Stockholder”).
(b) The Transferring Stockholder shall give written notice (a “Tag-Along Notice”) to each other Stockholder of a Proposed Transfer, setting forth the number and class(es) of Common Shares proposed to be so Transferred, the name and address of the Proposed Transferee, the proposed amount and form of consideration and other terms and conditions of payment offered by the Proposed Transferee. The Transferring Stockholder shall deliver or cause to be delivered to each other Stockholder copies of all transaction documents relating to the Proposed Transfer as the same become available. The tag-along rights provided by this Section 4.04 must be exercised by a Stockholder within a period of three (3) Business Days from the date of the Tag-Along Notice, by delivery of a written notice to the Transferring Stockholder indicating its desire to exercise its rights and specifying the number and class(es) of Common Shares it desires to Transfer. With respect to each class of Common Shares proposed to be Transferred, if the Transferring Stockholder is unable to cause the Proposed Transferee to purchase all the Common Shares of such class proposed to be Transferred by the Transferring Stockholder and the Tagging Stockholders, then the number of Common Shares of such class that each such Stockholder is permitted to sell in such Proposed Transfer shall be reduced pro rata based on the number of Common Shares of such class proposed to be Transferred by such Stockholder relative to the aggregate number of Common Shares of such class proposed to be Transf...
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) Prior to making any Transfer of Common Stock (other than a Transfer described in Section 8(b)), Investors shall give at least 30 days prior written notice to Participant and the Company, which notice (for purposes of this Section 8, the "Sale Notice") shall identify the type and amount of Common Stock to be sold (for purposes of this Section 8, the "Offered Securities"), describe in reasonable detail the terms and conditions of such proposed Transfer and identify each prospective Transferee. Participant may, within 15 days of the receipt of the Sale Notice, give written notice (the "Tag-Along Notice") to Investors that Participant wishes to participate in such proposed Transfer upon the terms and conditions set forth in the Sale Notice, which Tag-Along Notice shall specify the Option Shares such Participant desires to include in such proposed Transfer; provided, however, that (1) none of Participant's rights to Option Shares subject to the exercise of Options shall be entitled to be sold pursuant to this Section 8(a) unless such Options have fully vested and the Options have been exercised and (2) to exercise its tag-along rights hereunder, Participant must agree to make to the Transferee the same representations, warranties, covenants, indemnities and agreements as Investors agrees to make in connection with the Transfer of the Offered Securities (except that in the case of representations and warranties pertaining specifically to, or covenants made specifically by, Investors, Participant shall make comparable representations and warranties pertaining specifically to (and, as applicable, covenants by) himself), and must agree to bear his ratable share (which shall be proportionate based on the value of Option Shares and Offered Securities that are Transferred but shall not exceed the amount of proceeds received in connection with such Transfer) of all liabilities to the Transferees arising out of representations, warranties and covenants (other than those representations, warranties and covenants that pertain specifically to a given stockholder, who shall bear all of the liability related thereto), indemnities or other agreements made in connection with the Transfer. Each stockholder will bear (x) its or his own costs of any sale of shares of Common Stock pursuant to this Section 8(a) and (y) its or his pro-rata share (based upon the relative amount of shares of Common Stock sold) of any of the other costs of any reasonable and customary sale of share...
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. 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. (a) Except as set forth in Section 6(d), in the event that any Stockholder (a “Selling Stockholder”) proposes to Transfer Stock to one or more Persons, prior to effecting such Transfer of Stock, the Selling Stockholder shall give not less than ten (10) days’ prior written notice (the “Tag-Along Notice”) of such intended Transfer to each other Stockholder that is not an Affiliate of the Selling Stockholder (the “Tag-Along Stockholders”), which shall specifically identify the identity of the proposed transferee or transferees (together, the “Tag-Along Offeror”), the number of shares of Stock as is proposed to be Transferred by the Selling Stockholder(s) to the Tag-Along Offeror (the “Tag-Along Sale Number”), the maximum number of shares of Stock that the Tag-Along Offeror is willing to purchase (the “Maximum Tag-Along Sale Number”), the purchase price therefor, and a summary of the other material terms and conditions of the proposed Transfer. For a period ending on the later of ten (10) days after the later of delivery of the Tag-Along Notice or the expiration of the Additional ROFR Acceptance Period, to the extent applicable (the “Tag-Along Period”) each Tag-Along Stockholder shall have the right (the “Tag-Along Right”), at the same price per share to be paid to and upon the same terms offered to the Selling Stockholder, to sell to the Tag-Along Offeror, that number of shares of Stock of such Tag-Along Stockholder as is equal to the product of (x) a fraction, the numerator of which is the Tag-Along Sale Number and the denominator of which is the aggregate number of shares of Stock owned as of the date of the Tag-Along Notice by the Selling Stockholder and its Affiliates and (y) the number of shares of Stock owned by such Tag-Along Stockholder as of the date of the Tag-Along Notice; provided that the number of shares of Stock required to be purchased from such Tag-Along Stockholder by the Tag-Along Offeror shall be subject to reduction in accordance with the last sentence of this Section 6(a). A copy of the Tag-Along Notice shall promptly be sent to the Company. The Tag-Along Rights may be exercised in whole or in part at the option of each of the Tag-Along Stockholders (all Tag-Along Stockholders who exercise such Tag-Along Rights, together with the Selling Stockholder, the “Tagging Stockholders”). Notice of any Tag-Along Stockholder’s intention to exercise such Tag-Along Rights, in whole or in part, shall be evidenced by a writing signed by such Tag-Along ...