Tagalong Clause Samples
Tagalong. Except as provided in Section 2.2 or 2.3 hereof, no Stockholder shall Transfer (in one or a series of transactions within any 24-month period) any Subject Securities representing more than ten percent (10%) of the Common Stock Equivalents held by such Stockholder on the date of execution of this Agreement by such stockholder, to a Third Party without complying with the terms and conditions set forth in this Section 2.4, as applicable; provided that this Section 2.4 shall not in any way limit or affect the restrictions of Section 2.1, and any Stockholder may be an Initiating Stockholder (as defined below) under this Section 2.4 only if such Transfer is permitted under Section 2.1: (a) Any Stockholder (the "Initiating Stockholder") desiring to Transfer such Subject Securities shall give not less than 10 days' prior written notice of such intended Transfer to each other Stockholder ("Participating Offerees") and to the Company. Such notice (the "Participation Notice") shall set forth the terms and conditions of such proposed Transfer, including the name of the prospective transferee, the number of Common Stock Equivalents proposed to be transferred (the "Participation Securities") by the Initiating Stockholder, the purchase price per share proposed to be paid therefor and the payment terms and type of Transfer to be effectuated. Within 15 days following the delivery of the Participation Notice by the Initiating Stockholder to each Participating Offeree and to the Company, each Participating Offeree shall, by notice in writing to the Initiating Stockholder and to the Company, have the opportunity and right to sell to the purchasers in such proposed Transfer (upon the same terms and conditions as the Initiating Stockholder) up to that number of Subject Securities representing Common Stock Equivalents at the time held by such Participating Offeree as shall equal the product of (i) a fraction, the numerator of which is the number of Common Stock Equivalents owned by such Participating Offeree as of the date of such proposed Transfer and the denominator of which is the aggregate number of Common Stock Equivalents owned as of the date of such Participation Notice by each Initiating Stockholder and by all Participating Offerees so electing to sell Subject Securities pursuant to this Section 2.4(a), multiplied by (ii) the number of Participation Securities. The amount of Participation Securities to be sold by any Initiating Stockholder shall be reduced to the extent ...
Tagalong. If either HACL or Energy Investors proposes to sell any of their shares of Common Stock ("Disposing Shareholder"), then such Disposing Shareholder shall notify ▇▇▇▇▇ and the ▇▇▇▇▇ Shareholders of the terms of such sale in a written notice to ▇▇▇▇▇ setting forth the terms of such sale (the "Offer Notice"). ▇▇▇▇▇ and the ▇▇▇▇▇ Shareholders shall have the right within ten (10) days of such notice to elect to participate in such sale ("Accepting Shareholder") by notifying the Disposing Shareholder of such intent. Upon receipt of a notice from an Accepting Shareholder, the Disposing Shareholder shall allow such Accepting Shareholder to dispose of such Accepting Shareholder's pro rata share of Common Stock (based on the total number of shares of Common Stock owned by the Accepting Shareholder(s) and the Disposing Shareholder in relation to the total number of shares of Common Stock to be sold) on the same terms as contained in the Offer Notice. Upon delivery of the notice referred to above, each Accepting Shareholder shall be obligated to sell their pro rata share of their shares of Common Stock to the purchaser specified in the Offer Notice. The co-sale rights set forth in this Section 4.2 shall terminate on the earlier of (i) when the ▇▇▇▇▇ Shareholders have sold or are deemed as set forth herein to have sold one-half of the ▇▇▇▇▇ Stock, (ii) December 31, 2001 or (iii) upon ▇▇▇▇▇ or any Member of the Shareholder Group taking any actions inconsistent with or which would be in violation of Section 1.5 hereof whether or not the Standstill Period is then in effect.
Tagalong. (a) Trigger of Tag-Along Right. No JWC Holder shall Transfer any Common Stock Equivalents to a Third Party (other than a Permitted Transferee and other than pursuant to Section 3.4 or the demand sale and registration rights granted under Article IV of this Agreement) in one or a series of related transactions without complying with the terms and conditions set forth in this Section 3.3; provided, however, that the JWC Holders shall be permitted to Transfer up to 5%, in the aggregate, of the number of Common Stock Equivalents held by the Original JWC Holders as of the date of this Agreement without compliance with this Section 3.3; provided further, however, that this Section 3.3 shall not in any way limit or affect the restriction contained in Section 3.1(c).
Tagalong