Common use of Tag Along Clause in Contracts

Tag Along. If either Xxxxx or Xxxxxx (for purposes of this Section 8.4, a “Tag-Along Member”) receives a bona-fide offer from a third party (a “Tag-Along Transferee”) to effect a Transfer of all or a portion of its Interest (which such Transfer shall otherwise satisfy the terms of this Agreement) (such Transfer, a “Tag-Along Transfer”) and such Tag-Along Member (the “Tag-Along Seller”) desires to effect such Tag-Along Transfer, then prior to consummation thereof, the Tag-Along Seller or its Affiliate shall cause the Tag-Along Transferee to offer (the "Tag-Along Offer") in writing to the Tag-Along Member that is not the Tag-Along Seller (the “Tag-Along Optionor”) to purchase that portion of the Tag-Along Optionor’s and/or its Affiliates’ Interest equivalent to the portion of the Tag-Along Seller’s aggregate Interest proposed to be the subject of the Tag-Along Transfer for the Tag-Along Purchase Price and otherwise on the same terms and conditions on which the Tag-Along Transferee has agreed to acquire, and the Tag-Along Seller or its Affiliate has agreed to sell, such portion of the Tag-Along Seller’s or such Affiliate’s Interest (the "Tag-Along Terms"). The Tag-Along Optionor shall have ten (10) Business Days from the date of receipt of the Tag Along Offer in which to accept such Tag Along Offer, and the closing of such purchase shall occur within fifteen (15) calendar days after such acceptance or at such other time as the Tag-Along Seller and the Tag-Along Transferee may agree. The Tag-Along Optionor shall be deemed to have rejected such Tag Along Offer if such offer is not affirmatively accepted, in writing, by the Tag-Along Optionor within such ten (10) Business-Day period, and the Tag-Along Seller or its Affiliate, shall for one hundred twenty (120) days thereafter, be permitted to proceed with the Transfer on the Tag Along Terms without again obtaining a Tag Along Offer as above-provided.

Tag Along. If either Xxxxx (a) Prior to an Initial Public Offering, in the event that the Apax Holders intend to Transfer to any Person (other than transfers to Affiliates or Xxxxxx (sales to one or more co-investors in transactions that are customary for purposes the syndication of this Section 8.4investments by private equity funds of the size and type of the Apax Investors), in one or a “Tag-Along Member”) receives a bona-fide offer from a third party series of related transactions (a “Tag-Along TransfereeSale”), any Units, the Apax Holders shall give not less than ten (10) days prior written notice of such intended Transfer to effect a Transfer of all or a portion of its Interest (which such Transfer shall otherwise satisfy the terms of this Agreement) (such Transfer, a “Tag-Along Transfer”) Partnership and such Tag-Along Member to the Common Series B Limited Partners (the “Tag-Along SellerOfferees”) desires to effect such Tag-Along Transfer, then prior to consummation thereof, the Tag-Along Seller or its Affiliate shall cause the Tag-Along Transferee to offer (the "Tag-Along Offer") in writing to the Tag-Along Member that is not the Tag-Along Seller ). Such notice (the “Tag-Along OptionorNotice”) shall set forth all material terms and conditions of such proposed Transfer, including the name of the prospective transferee, the number of Units proposed to be Transferred to the extent known (the “Tag-Along Securities”) by the Apax Holders, the aggregate purchase that portion price proposed to be paid therefor and the payment terms and type of Transfer to be effectuated. Within five (5) days following the delivery of the Tag-Along Optionor’s and/or its Affiliates’ Interest equivalent Notice by the Apax Holders to the portion of the Tag-Along Seller’s aggregate Interest proposed Offerees and to be the subject of the Partnership, each Tag-Along Transfer for Offeree shall, by notice in writing to the Tag-Along Purchase Price Apax Holders and otherwise on the Partnership, have the opportunity and right to sell to the purchaser (upon the same terms and conditions on as the Apax Holders, including with respect to representations, warranties, covenants and indemnities (each of which the would be made severally by each such Tag-Along Transferee has agreed to acquireOfferee, and the based on such Tag-Along Seller or its Affiliate has agreed to sell, such portion Offeree’s pro rata share of the aggregate consideration to be paid by the purchaser) the same percentage of Common Series B Units held by such Tag-Along Seller’s or Offeree as such Affiliate’s Interest (Transfer represents with respect to the "Units proposed to be sold by the Apax Holders. No Partner shall have the right to sell any Common Series C Units in any Tag-Along Terms")Sale. The Apax Holders and/or each Tag-Along Optionor Offeree shall have ten (10) Business Days from Transfer to the date of receipt purchaser all of the Tag Along Offer in which Units proposed to accept be sold by them at not less than the price (subject, to the last sentence of this Section 9.3(a)) and upon other terms and conditions, if any, not more favorable to the purchaser than those originally offered. The Apax Holder shall not Transfer any Units to such Tag Along Offer, and purchaser if such purchaser declines to permit the closing of such purchase shall occur within fifteen (15) calendar days after such acceptance or at such other time as the participating Tag-Along Seller and Offerees to participate pursuant to the Tag-Along Transferee may agreeterms of this Section 9.3. The Tag-Along Optionor shall consideration to be deemed to have rejected such Tag Along Offer if such offer is not affirmatively accepted, in writing, received by the Tag-Along Optionor within such ten (10) Business-Day period, and Offerees in the Tag-Along Seller or its Affiliate, Sale in respect of their Common Series B Units shall be the same form of consideration and the same per Unit price as the price paid to the Apax Holders for one hundred twenty (120) days thereafter, be permitted to proceed with their Common Series A Units in the Transfer on the Tag Tag-Along Terms without again obtaining a Tag Along Offer as above-providedSale.

Tag Along. If either Xxxxx or Xxxxxx Upon thirty (for purposes 30) days written notice from the other owners of this Section 8.4the Company stating that (a) they have entered into an agreement to sell all, a “Tag-Along Member”) receives a bona-fide offer from a third party (a “Tag-Along Transferee”) to effect a Transfer of all or a portion part of its Interest (their stock to a third-party buyer, which such Transfer notice shall otherwise satisfy state the terms percentage of this Agreement) (such Transfer, a “Tag-Along Transfer”) and such Tag-Along Member (the “Tag-Along Seller”) desires their stock that they have agreed to effect such Tag-Along Transfer, then prior to consummation thereof, the Tag-Along Seller or its Affiliate shall cause the Tag-Along Transferee to offer sell (the "Tag-Along OfferSelling Percentage"), and (b) in writing that they give to the Tag-Along Member that is not the Tag-Along Seller (the “Tag-Along Optionor”) Grantee to purchase that portion of the Tag-Along Optionor’s and/or its Affiliates’ Interest equivalent right to the portion of the Tag-Along Seller’s aggregate Interest proposed to be the subject of the Tag-Along Transfer for the Tag-Along Purchase Price and otherwise on "tag along" by selling the same terms and conditions on which the Tag-Along Transferee has agreed to acquire, and the Tag-Along Seller or its Affiliate has agreed to sell, such portion Selling Percentage of the Tag-Along Seller’s or such Affiliate’s Interest Shares (the "TagTag Along Shares") to the third-Along Terms"). The Tag-Along Optionor party buyer, Grantee shall have ten (10) Business Days from the date of receipt of right to exercise his Option rights so that he has exercised and owns, in the aggregate, the Tag Along Offer in which to accept such Tag Along OfferShares, and Grantee shall give the closing of such purchase shall occur other owners, within fifteen (15) calendar days after such acceptance receiving the "Tag Along Notice", his written notice of his election to either (x) decline from participating in the sale of the Tag Along Shares or (y) accept the right to participate in the sale of the Tag Along Shares. If Grantee accepts the right to participate, and does not at such other that time own any or all of the Tag Along Shares, then unless Grantee exercises the Option, in the manner described in subsection (C), above, and at the same time as he accepts the Tag-right to participate, so that he owns the Tag Along Seller and the Tag-Along Transferee may agree. The Tag-Along Optionor Shares, Grantee shall be deemed to have rejected such Tag Along Offer if such offer is not affirmatively acceptedexercised the Option to purchase Option Shares, first with respect to the Phase I Option Shares and thereafter with respect to the Phase II Option Shares, in writingnumber so that he owns, by in the Tag-Along Optionor within such ten (10) Business-Day periodaggregate, and the Tag-Along Seller or its Affiliate, shall for one hundred twenty (120) days thereafter, be permitted to proceed with the Transfer on the Tag Along Terms without again obtaining a Shares and shall thereafter make payment therefor, and Grantee shall be bound to sell the Tag Along Offer as above-providedShares in the manner described in the Shareholders' Agreement.

Tag Along. If either Xxxxx (a) Each of the Shareholders hereby agrees that, unless otherwise specifically permitted in this Agreement, it shall not, in any one transaction or Xxxxxx any series of similar transactions, directly or indirectly, sell or otherwise dispose of any Shares to any person (for purposes of this Section 8.4, a an “Tag-Along MemberAcquirer”) receives a bona-fide unless the terms and conditions of such sale or other disposition to the Acquirer shall include an offer from a third party by the Acquirer to all other Shareholders (a the “Tag-Along TransfereeIncluded Offerees”) to effect include, at the option of each Included Offeree, in the sale or other disposition to the Acquirer, such number of Shares beneficially owned by such Included Offeree as determined in accordance with this Section 10.2. If a Transfer of all Shareholder receives a bona fide offer to purchase or a portion of its Interest otherwise acquire (which such Transfer shall otherwise satisfy the terms of this Agreement) (such Transfer, a an “Tag-Along TransferIncluded Offer”) and any Shares held by such Tag-Along Member Shareholder which it desires to accept (the “Tag-Along SellerIncluded Shares”) desires to effect from an Acquirer, such Tag-Along Transfer, Shareholder shall then prior to consummation thereof, the Tag-Along Seller or its Affiliate shall cause the Tag-Along Transferee Included Offer to offer (the "Tag-Along Offer") in be reduced to writing to the Tag-Along Member that is not the Tag-Along Seller and shall provide written notice (the “Tag-Along OptionorIncluded Notice”) of such Included Offer to the Included Offerees in the manner set forth in this Section 10.2. The Included Notice shall contain an offer by the Acquirer to purchase that portion of the Tag-Along Optionor’s and/or its Affiliates’ Interest equivalent or otherwise acquire, in addition to the portion Included Shares being acquired from such Shareholder, Shares from the Included Offeree at a price equal to the higher of (x) the Tag-Along Seller’s aggregate Interest proposed price at which such acquisition is to be made or (y) the subject of highest price the Tag-Along Transfer Acquirer or persons acting together with it has paid for any Shares in the Tag-Along Purchase Price 12 months prior to the date the Included Offer was made, and otherwise on the same terms and conditions on as contained in the Included Offer and shall be accompanied by a true and correct copy of the Included Offer (which shall identify the Acquirer, the number of Shares which the Tag-Along Transferee has agreed Acquirer is seeking to purchase or otherwise acquire, the price contained in the Included Offer and all the other terms and conditions of the Included Offer). Each of the Included Offerees shall, within 10 days after the date the Included Notice is received by such Included Offeree (the “Included Notice Period”), deliver a written notice to the Shareholder that was the initial recipient of the Included Offer (the “Tag Along Notice”), which notice shall specify the number of Shares held by such Included Offeree which it wishes to sell pursuant to the Included Offer (the “Tag Along Shares”) and the Tag-Along Seller or its Affiliate has agreed total number of Shares then beneficially owned by such Included Offeree. In the event the Acquirer shall modify the Included Offer in any way, the Acquirer shall send an amended Included Notice to the Included Offerees. Each Included Offeree shall, if it so desires to sell, exchange, transfer or otherwise dispose of Tag Along Shares pursuant to the Included Notice, as so amended, prior to the later of five days after the date such portion amended Included Notice is received by the Included Offeree or the end of the Tag-Along Seller’s or such Affiliate’s Interest (the "Tag-Along Terms"). The Tag-Along Optionor shall have ten (10) Business Days from the date of receipt of the original Included Notice Period, deliver an amended Tag Along Offer in which to accept such Notice specifying the amended number of Tag Along Offer, and the closing of such purchase shall occur within fifteen (15) calendar days after such acceptance or at such other time as the Tag-Along Seller and the Tag-Along Transferee may agree. The Tag-Along Optionor shall be deemed to have rejected such Tag Along Offer if such offer is not affirmatively accepted, in writing, by the Tag-Along Optionor within such ten (10) Business-Day period, and the Tag-Along Seller or its Affiliate, shall for one hundred twenty (120) days thereafter, be permitted to proceed with the Transfer on the Tag Along Terms without again obtaining a Tag Along Offer as above-providedShares.

Tag Along. If either Xxxxx or Xxxxxx (for purposes of this Section 8.4, a “Tag-Along Member”) receives a bona-fide offer from a third party (a “Tag-Along Transferee”) to effect a Transfer of all or a portion of its Interest (which such Transfer shall otherwise satisfy 9.4.1 In the terms of this Agreement) (such Transfer, a “Tag-Along Transfer”) and such Tag-Along Member event any Investor (the “Tag-Along Seller”) desires proposes to effect such Transfer any of its Units (other than (x) any Permitted Transfer (other than a Permitted Transfer pursuant to Article 9.2.3) or (y) any Transfer to Luxco) (a “Tag-Along TransferSale”) to any Person (a “Tag-Along Purchaser”), then prior to consummation thereof, the Tag-Along Seller or its Affiliate shall cause the give written notice (a “Tag-Along Transferee Notice”) to offer each other Investor (the "collectively, “Tag-Along Offer"Beneficiaries”) in writing within 5 Business Days after the execution of the definitive agreement relating to the Tag-Along Member Sale, which notice shall (x) indicate that is not the Tag-Along Seller is notifying each such Tag-Along Beneficiary of the opportunity to Transfer its Units to the Tag-Along Purchaser in connection with the Tag-Along Sale pursuant to the provisions hereof and (y) provide the name of the Tag-Along Purchaser, specify the number of Units proposed to be purchased by the Tag-Along Purchaser and the number of Units proposed to be Transferred by the Tag-Along Seller and describe the principal terms and conditions of the Tag-Along Sale (the “Tag-Along OptionorOffer”) ), including the proposed price thereof and a description of any non-cash consideration. Subject to purchase that portion the provisions of Article 9.4.2, each Tag-Along Beneficiary shall be entitled to require the Tag-Along Optionor’s and/or its Affiliates’ Interest equivalent Seller to the portion of procure that the Tag-Along Seller’s aggregate Interest proposed to be the subject of the Purchaser purchases from such Tag-Along Transfer for Beneficiary the number of Units equal to its Tag-Along Purchase Price and otherwise Portion, as described below, on the same terms and conditions on which that apply to the Tag-Along Transferee has agreed to acquire, and Transfer by the Tag-Along Seller or its Affiliate has agreed pursuant to sell, such portion of the Tag-Along Seller’s or such Affiliate’s Interest Sale (the "Tag-Along Terms"). The Tag-Along Optionor including purchase price per Unit, purchase price adjustments, form of consideration, time of payment, escrow funding arrangements, representations, warranties, covenants, indemnities and other agreements in each case that pertain specifically to itself, provided that all representations, warranties and indemnities shall have ten (10) Business Days from the date of receipt of the Tag Along Offer in which to accept such Tag Along Offer, and the closing of such purchase shall occur within fifteen (15) calendar days after such acceptance or at such other time as be made by the Tag-Along Seller and the Tag-Along Transferee may agreeTagging Persons (as defined below) severally and not jointly). The Tag-Along Optionor shall Seller will deliver or cause to be deemed delivered to have rejected such Tag each Tag-Along Offer if such offer is not affirmatively accepted, in writing, by Beneficiary copies of all transaction documents relating to the Tag-Along Optionor within such ten (10) Business-Day period, and Sale promptly after the Tag-Along Seller or its Affiliate, shall for one hundred twenty (120) days thereafter, be permitted to proceed with the Transfer on the Tag Along Terms without again obtaining a Tag Along Offer as above-providedsame become available.

Tag Along. If either Xxxxx or Xxxxxx (for purposes of this Section 8.4, a “Tag-Along Member”) receives a bona-fide offer from a third party (a “Tag-Along Transferee”) to effect a Transfer of all or a portion of its Interest (which such Transfer shall otherwise satisfy 9.4.1 In the terms of this Agreement) (such Transfer, a “Tag-Along Transfer”) and such Tag-Along Member event any Investor (the “"Tag-Along Seller”") desires proposes to effect such Transfer any of its Units (other than (x) any Permitted Transfer (other than a Permitted Transfer pursuant to Article 9.2.4) or (y) any Transfer to Luxco) (a "Tag-Along TransferSale") to any Person (a "Tag-Along Purchaser"), then prior to consummation thereof, the Tag-Along Seller or its Affiliate shall cause give written notice (a "Tag-Along Notice") to each other Investor (collectively, "Tag-Along Beneficiaries") within 5 Business Days after the execution of the definitive agreement relating to the Tag-Along Transferee Sale, which notice shall (x) indicate that the Tag-Along Seller is notifying each such Tag-Along Beneficiary of the opportunity to offer Transfer its Units to the Tag-Along Purchaser in connection with the Tag-Along Sale pursuant to the provisions hereof and (y) provide the name of the Tag-Along Purchaser, specify the number of Units proposed to be purchased by the Tag-Along Purchaser and the number of Units proposed to be Transferred by the Tag-Along Seller and describe the principal terms and conditions of the Tag-Along Sale (the "Tag-Along Offer") in writing ), including the proposed price thereof and a description of any non-cash consideration. Subject to the provisions of Article 9.4.2, each Tag-Along Member that is not Beneficiary shall be entitled to require the Tag-Along Seller (the “Tag-Along Optionor”) to purchase procure that portion of the Tag-Along Optionor’s and/or its Affiliates’ Interest equivalent to the portion of the Purchaser purchases from such Tag-Along Seller’s aggregate Interest proposed Beneficiary the number of Units equal to be the subject of the its Tag-Along Transfer for the Tag-Along Purchase Price and otherwise Portion, as described below, on the same terms and conditions on which that apply to the Tag-Along Transferee has agreed to acquire, and Transfer by the Tag-Along Seller or its Affiliate has agreed pursuant to sell, such portion of the Tag-Along Seller’s or such Affiliate’s Interest Sale (the "Tag-Along Terms"). The Tag-Along Optionor including purchase price per Unit, purchase price adjustments, form of consideration, time of payment, escrow funding arrangements, representations, warranties, covenants, indemnities and other agreements in each case that pertain specifically to itself, provided that all representations, warranties and indemnities shall have ten (10) Business Days from the date of receipt of the Tag Along Offer in which to accept such Tag Along Offer, and the closing of such purchase shall occur within fifteen (15) calendar days after such acceptance or at such other time as be made by the Tag-Along Seller and the Tag-Along Transferee may agreeTagging Persons (as defined below) severally and not jointly). The Tag-Along Optionor shall Seller will deliver or cause to be deemed delivered to have rejected such Tag each Tag-Along Offer if such offer is not affirmatively accepted, in writing, by Beneficiary copies of all transaction documents relating to the Tag-Along Optionor within such ten (10) Business-Day period, and Sale promptly after the Tag-Along Seller or its Affiliate, shall for one hundred twenty (120) days thereafter, be permitted to proceed with the Transfer on the Tag Along Terms without again obtaining a Tag Along Offer as above-providedsame become available.

Tag Along. If either Xxxxx or Xxxxxx (for purposes of this Section 8.4, a “Tag-Along Member”) receives a bona-fide offer from a third party (a “Tag-Along Transferee”) to effect a Transfer of all or a portion of its Interest (which such Transfer shall otherwise satisfy the terms of this Agreement) (such Transfer, a “Tag-Along Transfer”) and such Tag-Along Member (the “Tag-Along Seller”) desires to effect such Tag-Along Transfer, then prior to consummation thereof, the Tag-Along Seller or its Affiliate shall cause the Tag-Along Transferee to offer (the "Tag-Along Offer") in writing to the Tag-Along Member that is not the Tag-Along Seller (the “Tag-Along Optionor”) to purchase that portion of the Tag-Along Optionor’s and/or its Affiliates’ Interest equivalent to the portion of the Tag-Along Seller’s aggregate Interest proposed to be the subject of the Tag-Along Transfer for the Tag-Along Purchase Price and otherwise on the same terms and conditions on which the Tag-Along Transferee has agreed to acquire, and the Tag-Along Seller or its Affiliate has agreed to sell, such portion of the Tag-Along Seller’s or such Affiliate’s Interest (the "Tag-Along Terms"). The Tag-Along Optionor ACTIVE 202923160v.13 shall have ten (10) Business Days from the date of receipt of the Tag Along Offer in which to accept such Tag Along Offer, and the closing of such purchase shall occur within fifteen (15) calendar days after such acceptance or at such other time as the Tag-Along Seller and the Tag-Along Transferee may agree. The Tag-Along Optionor shall be deemed to have rejected such Tag Along Offer if such offer is not affirmatively accepted, in writing, by the Tag-Along Optionor within such ten (10) Business-Day period, and the Tag-Along Seller or its Affiliate, shall for one hundred twenty (120) days thereafter, be permitted to proceed with the Transfer on the Tag Along Terms without again obtaining a Tag Along Offer as above-provided.