Common use of Tag Along Clause in Contracts

Tag Along. With the exception of Transfers by the Oaktree Entities of an aggregate of twenty-five percent (25%) or less of the aggregate number of shares of Common Stock held by the Oaktree Entities on the date hereof as set forth on Schedule 1 hereto, at least twenty (20) days prior to any subsequent Transfer by any Oaktree Entities (the "Selling Oaktree Entity") to any person or entity other than (a) partners of any Oaktree Entity pursuant to in-kind distributions (so long as no sale of such shares is then contemplated), (b) pursuant to a sale on a national securities exchange, an automated quotation system or over the counter system, or (c) an Affiliate of such Oaktree Entity if such Affiliate has first agreed in writing to be bound by the terms of this Agreement, the Selling Oaktree Entity shall provide to Prudential/Gateway a Transfer Notice explaining the terms of such Transfer and identifying the name and address of the potential Acquiror. Upon receipt of such Transfer Notice, each of Prudential and Gateway shall have the right, upon delivery of a written request to the Selling Oaktree Entity within twenty (20) days of the date the Transfer Notice is received by Prudential/Gateway, to cause to be sold to the potential Acquiror its Pro-Rata Portion of the total number of shares of Common Stock which are proposed to be sold by the Selling Oaktree Entity in the Transfer Notice at the same price and on the same terms and conditions contained in the Transfer Notice delivered in connection with such proposed transaction, simultaneously with (and conditioned upon) the Transfer described in the Transfer Notice. The rights and obligations set forth in this Section 3 shall terminate concurrent with any termination of the agreements of Prudential/Gateway set forth in Section 5 resulting from an election to terminate the agreement of Prudential/Gateway set forth in Section 5 hereof permitted pursuant to the terms of Section 5 hereof.

Tag Along. With the exception of Transfers by the Oaktree Entities of an aggregate of twenty-five percent (25%) or less of the aggregate number of shares of Common Stock held by the Oaktree Entities on the date hereof as set forth on Schedule 1 hereto, at least twenty (20) days prior to any subsequent Transfer by any Oaktree Entities (the "Selling Oaktree Entity") to any person or entity other than (a) partners If, at any time before the fulfillment of the Conditions Precedent or the lapse of one year from the Closing, whichever is earlier, the Company offers to sell any Oaktree Entity of its shares, whether in a registered offering on TASE or otherwise, other than offerings otherwise relating to employee benefit plans or corporate acquisitions or reorganizations (an “Offering”), whether by means of the publication of a prospectus, shelf offering report or private placement report, as such document may be amended or supplemented (the “Offering Document”), it shall give notice to the Purchasers of such intention, including the material terms of the Offering and the number of number of issued and outstanding Ordinary Shares of the Company at such time (“Offering Notice”). Following receipt of such Offering Notice, each Purchaser shall have the right to exercise its pre-emption rights pursuant to in-kind distributions (so long as no sale Section 8.5 below or, in the alternative, sell its Issued Shares, Warrant Shares and any Ordinary Shares that may be issued by the Company to the Purchaser in respect of such shares is then contemplated)in connection with any share split, combination of shares, reclassification, recapitalization and distribution of bonus shares by the Company (bthe “Tag Along Shares”) within the framework of such Offering, pursuant to a sale on a national securities exchange, an automated quotation system or over the counter system, or (c) an Affiliate terms and conditions of such Oaktree Entity if such Affiliate has first agreed in writing Offering, up to be bound that number of Tag Along Shares determined by the terms of this Agreement, the Selling Oaktree Entity shall provide to Prudential/Gateway a Transfer Notice explaining the terms of such Transfer and identifying the name and address of the potential Acquiror. Upon receipt of such Transfer Notice, each of Prudential and Gateway shall have the right, upon delivery of a written request to the Selling Oaktree Entity within twenty (20) days of the date the Transfer Notice is received by Prudential/Gateway, to cause to be sold to the potential Acquiror its Pro-Rata Portion of multiplying the total number of shares Tag Along Shares held by such Purchaser times a fraction, the numerator of Common Stock which are proposed to be sold is the number of Tag Along Shares held by such Purchaser, and the Selling Oaktree Entity in denominator of which is the Transfer Notice at the same price total number of issued and on the same terms and conditions contained in the Transfer Notice delivered in connection with such proposed transaction, simultaneously with (and conditioned upon) the Transfer described in the Transfer Notice. The rights and obligations set forth in this Section 3 shall terminate concurrent with any termination outstanding Ordinary Shares of the agreements Company at such time. Upon the written request of Prudential/Gateway set forth any Purchaser given within three (3) Business Days after receipt of the Offering Notice, the Company shall include in Section 5 resulting from an election such Offering all of the Tag Along Shares indicated in such request, so as to terminate permit the agreement sale of Prudential/Gateway set forth in Section 5 hereof permitted pursuant to the terms of Section 5 hereofTag Along Shares so requested.

Tag Along. With In the exception event that Holdco 1 or any Affiliate of Transfers Holdco 1 (as the case may be, a "Transferor") proposes to Sell any of the Units owned by it to any Person other than Holdco 1 or an Affiliate of Holdco 1 (a "Proposed Purchaser"), then the Oaktree Entities Transferor will promptly provide each Minority Investor written notice (a "Sale Notice") of an aggregate such proposed Sale (a "Proposed Sale") and the material terms of twenty-five percent (25%) or less the Proposed Sale as of the date of such Sale Notice, including the aggregate number of shares Units the Proposed Purchaser is willing to purchase. If within ten (10) business days of Common Stock held by the Oaktree Entities on receipt of the date hereof as set forth on Schedule 1 heretoSale Notice, at least twenty the Transferor receives a written request (20) days prior to any subsequent Transfer by any Oaktree Entities (the a "Selling Oaktree EntitySale Request") to include the Units held, directly or indirectly, by any person or entity other than (a) partners of any Oaktree Entity pursuant to in-kind distributions (so long as no sale of Minority Investor in the Proposed Sale, such shares is then contemplated), (b) pursuant to a sale on a national securities exchange, an automated quotation system or over the counter system, or (c) an Affiliate of such Oaktree Entity if such Affiliate has first agreed in writing to be bound by the terms of this Agreement, the Selling Oaktree Entity shall provide to Prudential/Gateway a Transfer Notice explaining the terms of such Transfer and identifying the name and address of the potential Acquiror. Upon receipt of such Transfer Notice, each of Prudential and Gateway Minority Investor shall have the rightright to Sell, upon delivery of a written request to the Selling Oaktree Entity within twenty (20) days of the date the Transfer Notice is received by Prudential/Gateway, to cause to be sold to the potential Acquiror its Pro-Rata Portion of the total number of shares of Common Stock which are proposed to be sold by the Selling Oaktree Entity in the Transfer Notice at the same price and price, on the same terms and pursuant to the same conditions as the Proposed Sale, up to such number of Units as shall equal the aggregate number of Units proposed to be Sold in such transaction multiplied by a fraction, the numerator of which is the aggregate number of Units owned by such Minority Investor and the denominator of which is the aggregate number of Units owned by the Transferor and its Affiliates and all other Members participating in such transaction. If a Minority Investor wishes to Sell a number of Units which is less than its share as determined pursuant to the preceding sentence, the maximum number of Units such Minority Investor wishes to Sell must be explicitly set forth in the Sale Request. If any such Minority Investor has not accepted the offer contained in the Transfer Sale Notice delivered by delivering the Sale Request to the Transferor in the required time, such Minority Investor shall be deemed to have irrevocably waived its rights under this Section 7.7(a) with respect to such Proposed Sale, and the Transferor shall thereafter be free, for a period of one hundred and eighty (180) days from the date of the Sale Notice, to transfer the Units specified in the Sale Notice upon the same terms and conditions set forth in the Sale Notice (other than the price, which may be higher). Any Sale Request shall be irrevocable, and once received by the Transferor, such Minority Investor shall be obligated to Sell to the Proposed Purchaser such Minority Investor's Units in accordance with this Section 7.7(a). In connection with the delivery of the Sale Request, a Minority Investor shall deliver to the Transferor the certificates for the Units to be sold by it in connection with the Proposed Sale. If a Minority Investor should fail to deliver such proposed transactioncertificates to the Transferor, simultaneously the Company shall cause its books and records to show that such Units are bound by the provisions of this Section 7.7(a) and that such Units shall be transferred to the transferee identified in the Sale Notice immediately upon surrender for transfer by such holder. The Transferor shall not consummate any Proposed Sale without compliance with this Section 7.7(a), and the Company shall not recognize or give effect to any purported transfer of Units not made in compliance with this Section 7.7(a). Units subject to a Sale Request will be included in a Proposed Sale pursuant hereto and to any agreement with the Proposed Purchaser relating thereto, on the same terms and subject to the same conditions applicable to the Units which the Transferor proposes to sell in the Proposed Sale. Such terms and conditions shall include, without limitation, (and conditioned uponi) the Transfer described Sale consideration and (ii) the provision of information, representations, warranties, covenants and requisite indemnifications; provided, however, that any representations and warranties relating specifically to any Member shall only be made by that Member and any indemnification provided by the Members shall be based on the number of Units being Sold by each Member in the Transfer NoticeProposed Sale, either on a several, not joint, basis or solely with recourse to an escrow established for the benefit of the Proposed Purchaser. The rights In addition, each participating Minority Investor and obligations set forth the Transferor shall bear its proportionate share (based on consideration received) of the out-of-pocket costs and expenses incurred in this Section 3 shall terminate concurrent connection with any termination of the agreements of Prudential/Gateway set forth in Section 5 resulting from an election to terminate the agreement of Prudential/Gateway set forth in Section 5 hereof permitted pursuant to the terms of Section 5 hereofsuch transaction.