Tag-Along Transaction. (i) Subject to the provisions of Section 3(a) above, prior to the consummation of a Qualified Public Offering, if Apollo desires to effect a Tag-Along Transaction, Apollo shall give written notice to the Non-Apollo Holders offering such Non-Apollo Holders the option to participate in such Tag-Along Transaction (a “Sale Notice”) on the terms and conditions set forth in the Sale Notice (and, in any event, on the same terms and conditions as Apollo). The Sale Notice shall include the name of the parties to the proposed Tag-Along Transaction, a summary of the material terms and conditions of the proposed Tag-Along Transaction, and the proposed amount and form of consideration and the terms and conditions of payment contemplated by the proposed Tag-Along Transaction. Each Non-Apollo Holder may, by written notice to Apollo delivered within ten (10) days of the date of the Sale Notice, elect to sell in such Tag-Along Transaction, on the terms and conditions approved by Apollo (which terms and conditions shall be the same as those on which Apollo’s Restricted Shares are sold and shall be consistent with the terms and conditions set forth in the Sale Notice); provided, however, that if the proposed Transferee desires to purchase an amount of Restricted Shares that is less than the aggregate amount of Restricted Shares proposed to be Transferred by Apollo and the Non-Apollo Holders in the Tag-Along Transaction, then Apollo may elect to cancel such Tag-Along Transaction, or Apollo and the Non-Apollo Holders shall be permitted to sell only that number of Restricted Shares equal to the product of (x) the total number of Restricted Shares subject to the proposed Tag-Along Transaction and (y) such Stockholder’s Proportionate Percentage. No Transfer permitted under this Section 3(b) shall be subject to the requirements of Section 2.
Tag-Along Transaction. (i) Subject to the provisions of Section 2(b), prior to the consummation of a Qualified Public Offering, if one or both Sponsors desire(s) to effect any Transfer of any of their Company Shares (the “Selling Sponsors”) (including by virtue of a Transfer of equity interests in a Person that owns Company Shares, with respect to which this Section 2(a) shall apply) (other than in a Qualified Public Offering and other than a Sponsor’s distribution or dividend of Company Shares to its stockholders, members or partners, with respect to each of which this Section 2(a) shall not apply) to any third party that is not an Affiliate of the Sponsors and the Selling Sponsors do not exercise the Drag Along Option (a “Tag-Along Transaction”), they (or a proxy holder on behalf thereof) shall give written notice to the Management Stockholders offering such Management Stockholders the option to participate in such Tag-Along Transaction (a “Sale Notice”). The Sale Notice shall set forth the material terms of the proposed Tag-Along Transaction and identify the contemplated Transferee or Group. Such written notice shall include (A) the consideration to be received by the Selling Sponsors, (B) the identity of the purchaser, (C) other material terms and conditions of the proposed Transfer and (D) the date of the proposed Transfer. For the avoidance of doubt, if only one Sponsor desires to effect a sale or Transfer of its Company Shares, the term “Selling Sponsors” shall refer only to such Sponsor engaging in such sale or Transfer.
Tag-Along Transaction. (i) Subject to the provisions of Section 2(b), prior to the consummation of a Qualified Public Offering, if the Apollo Group desires to effect a Tag Along Transaction, it shall give written notice to the Holders offering such Holders the option to participate in such Tag Along Transaction (a “Sale Notice”). The Sale Notice shall set forth the material terms of the proposed Tag Along Transaction and identify the contemplated transferee or Group.
Tag-Along Transaction. (i) Subject to the provisions of Section 2(b), prior to the consummation of a Qualified Public Offering, if the Apollo Group desires to effect any sale or transfer of greater than 5% of its shares of Common Stock in one transaction or series of related transactions for value within any six (6) month period to any third party that is not an Affiliate of the Apollo Group, other than in a Public Sale and other than a Come-Along Option transaction (a “Tag-Along Transaction”), it shall give written notice to the Management Holders offering such Management Holders the option to participate in such Tag-Along Transaction (a “Sale Notice”). The Sale Notice shall set forth in reasonable detail the material terms and conditions of the proposed Tag-Along Transaction and identify the contemplated transferee or Group.
Tag-Along Transaction. (i) Subject to the provisions of Section 2(b), prior to the consummation of a Qualified Public Offering, if any Bear Group Holder (the "Offeror") desires to effect any Disposition of shares of Common Stock or Preferred Stock to any third party following which such Offeror shall have Disposed of at least 5% of the number of shares of Common Stock or Preferred Stock, as applicable (when aggregated with all prior such sales or Dispositions), that such Offeror originally owned to a transferee or Group (each a "Tag Along Transaction"), such Holder shall give written notice to the remaining Holders (the "Offerees") at least fifteen (15) days prior to the anticipated sale date offering such Holders the option to participate in such Tag Along Transaction. The notice shall set forth the material terms of the proposed Tag Along Transaction and identify the contemplated transferee or Group (a "Sale Notice").
Tag-Along Transaction. If any Member or Members holding, individually or in the aggregate, at least thirty three and one third percent (33 1/3%) of the then issued and outstanding Units, desires or desire to Transfer any of its or their Units to a Third Party Transferee, then the other Members shall have the option exercisable by written notice given to the transferor and the transferee to include in the sale certain of its Units in place of the Units held by the transferor that would otherwise be sold to the transferee (“Tag-Along Transaction”). Any Member who exercises this option shall have the right to include its Units on a proportionate basis.
Tag-Along Transaction. If any Series A Member or Series A Members holding, individually or in the aggregate, a majority of the then issued and outstanding Series A Units, desires or desire to Transfer any of its or their Series A Units to a Third Party Transferee, then the other Series A Members shall have the option exercisable by written notice given to the transferor and the transferee to include in the sale certain of its Series A Units in place of the Series A Units held by the transferor that would otherwise be sold to the transferee (such transaction, a “Tag-Along Transaction”). Any Series A Member who exercises this option shall have the right to include its Series A Units on a proportionate basis based on such Series A Member’s relative Fully-Funded Percentage Interest.
Tag-Along Transaction. (i) Subject to the provisions of Section 2(b), prior to the consummation of a Qualified Public Offering, if the Apollo Group desires to effect any sale or transfer of shares of Common Stock (other than (x) one or more sales or transfers of shares of Common Stock made within six (6) months following the date hereof of up to 25%, in the aggregate, of the Apollo Group’s Original Shares, to third party co-investors in which the Apollo Group will remain the controlling person with respect to such shares of Common Stock, or (y) any sales to an employee, consultant or director of the Company or any of its Subsidiaries in connection with the hiring of such person) to any third party other than an Affiliate of the Apollo Group, in one or a series of related transactions that represents at least 5% of its Original Shares (a “Tag-Along Transaction”), it shall give written notice to the Other Holders, offering them the option to participate in such Tag-Along Transaction (a “Sale Notice”). The Sale Notice shall set forth the material terms (including without limitation, the number of shares of Common Stock proposed to be sold, the price per share and the form of consideration if other than cash for which a sale is proposed to be made) of the proposed Tag-Along Transaction and identify the contemplated transferee and the Proportionate Percentage of each Other Holder.
Tag-Along Transaction. (a) If, prior to the consummation of a QPO, any Hillside Investor, Designated Holder or any transferee of any Hillside Investor or Designated Holder (each, a “Tag Transferor”) desires to effect a Tag-Along Transaction, the Tag Transferor shall give written notice to the Non-Hillside Holders with a copy to the Corporation, offering Non-Hillside Holders the option to participate in such Tag-Along Transaction (a “Sale Notice”) on the terms and conditions set forth in the Sale Notice (and, in any event, on the same terms and conditions as the
Tag-Along Transaction. (i) Subject to the provisions of Section 2(b), prior to the consummation of a Qualified Public Offering or Qualified Preferred Public Offering, if the Apollo Group desires to effect any sale or transfer of shares of Common Stock or Preferred Stock to any third party following which (when aggregated with all prior such sales or transfers) the Apollo Group shall have disposed of at least 10% of number of shares of Common Stock or Preferred Stock, as applicable, that the Apollo Group owned as of the time Original Issue Date to a transferee or Group (a “Tag Along Transaction”), it shall give written notice to the Non-Apollo Group Holders offering such Non-Apollo Group Holders the option to participate in such Tag Along Transaction. The notice shall set forth the material terms of the proposed Tag Along Transaction and identify the contemplated transferee or Group (a “Sale Notice”).
