Common use of TAGALONG RIGHTS Clause in Contracts

TAGALONG RIGHTS. 3.1 If Xxxxx or any affiliate thereof ("TRANSFEROR") transfers, other than in a public offering pursuant to a registration statement, any shares of Common Stock held by such Transferor to any Person or Persons other than to an affiliate of Xxxxx (a "TRANSFEREE") in one transaction or a series of related transactions, which transfer or transfers constitute the Transfer of a majority of the shares of Xxxxx Common Stock held by Xxxxx as of the date hereof (a "TAG TRANSACTION"), then TCW or any Affiliate of TCW (the "TAGALONG PARTY") shall have the right to sell to the Transferee, at the same price per share and otherwise on the same terms and conditions as provided with respect to the sale by the Transferor to the Transferee, up to the number of shares of Common Stock (rounded to the nearest whole share) equal to the product of (i) the total number of shares of Common Stock which the Tagalong Party then owns and (ii) a fraction with a numerator equal to the number of shares of Common Stock then proposed to be sold by the Transferor and a denominator equal to the total number of shares of Common Stock owned by the Transferor as of the date hereof. The right of the Transferor to sell shall be subject to the condition that the Transferor shall cause the Transferee that proposes to purchase the shares of the Transferor to offer to purchase, at the same price per share and otherwise on the same terms, such number of shares from the Tagalong Party; PROVIDED, HOWEVER, that if the Transferee is for any reason unwilling or unable to purchase the aggregate number of shares from the Transferor to be purchased together with the Tagalong Party desiring to Transfer shares in such transaction, then the number of shares to be sold by each shall be proportionally reduced (based on the total

TAGALONG RIGHTS. 3.1 4.1 If Xxxxx either Party or any affiliate Affiliate thereof ("TRANSFERORTransferor") transfers, other than in a public offering pursuant to a registration statement, any shares of Common Company Stock held by such Transferor to any Person or Persons other than to an affiliate Affiliate of Xxxxx such Party (a "TRANSFEREETransferee") in one transaction or a series of related transactions, which transfer or transfers constitute the Transfer of a majority of the shares of Xxxxx Common Company Stock held by Xxxxx as of the date hereof other Party, respectively (a "TAG TRANSACTIONTag Transaction"), then TCW the other Party or any Affiliate of TCW the other Party (the "TAGALONG PARTYTagalong Party") shall have the right to sell to the Transferee, at the same price per share and otherwise substantially on the same terms and conditions as provided with respect to the sale by the Transferor to the Transferee, up to the number of shares of Common Stock (rounded to the nearest whole share) equal to the product of (i) the total number of shares of Common Stock which the Tagalong Party then owns and (ii) a fraction with a numerator equal to the number of shares of Common Company Stock then proposed to be sold by the Transferor and a denominator equal to the total number of shares of Common Company Stock owned by the Transferor as of the date hereofTransferor. The right of the Transferor to sell shall be subject to the condition that the Transferor shall cause the Transferee that proposes to purchase the shares of the Transferor to offer to purchase, at the same price per share and otherwise substantially on the same terms, such number of shares from the Tagalong Party; PROVIDEDprovided, HOWEVERhowever, that if the Transferee is for any reason unwilling or unable to purchase the aggregate number of shares from the Transferor to be purchased together with the Tagalong Party desiring to Transfer shares in such transaction, then the number of shares to be sold by each shall be proportionally reduced (based on the totaltotal number of shares originally proposed to tag along or be sold) to such number as, when taken with the number of shares to be sold by each other such Party, shall be equal to the number of shares which such Transferee is willing or able to purchase (provided that such Transfer shall satisfy the conditions set forth in the first sentence of this Section 4.1).

TAGALONG RIGHTS. 3.1 4.1 If Xxxxx TCW or any affiliate Affiliate thereof ("TRANSFERORTransferor") transfers, other than in a public offering pursuant to a registration statement, any shares of Common Stock of Newco held by such Transferor to any Person or Persons other than to an affiliate Affiliate of Xxxxx TCW (a "TRANSFEREETransferee") in one transaction or a series of related transactions, which transfer or transfers constitute the Transfer of a majority of the shares of Xxxxx Common Stock of Newco held by Xxxxx TCW as of the date hereof of the Closing or the Merger, respectively (a "TAG TRANSACTIONTag Transaction"), then TCW the Xxxxx Group or any Affiliate of TCW the Xxxxx Group (the "TAGALONG PARTYTagalong Party") shall have the right to sell to the Transferee, at the same price per share and otherwise substantially on the same terms and conditions as provided with respect to the sale by the Transferor to the Transferee, up to the number of shares of Common Stock (rounded to the nearest whole share) equal to the product of (i) the total number of shares of Common Stock which the Tagalong Party then owns and (ii) a fraction with a numerator equal to the number of shares of Common Stock of Newco then proposed to be sold by the Transferor and a denominator equal to the total number of shares of Common Stock of Newco owned by the Transferor as of the date hereofof the Closing or the Merger, respectively. The right of the Transferor to sell shall be subject to the condition that the Transferor shall cause the Transferee that proposes to purchase the shares of the Transferor to offer to purchase, at the same price per share and otherwise substantially on the same terms, such number of shares from the Tagalong Party; PROVIDEDprovided, HOWEVERhowever, that if the Transferee is for any reason unwilling or unable to purchase the aggregate number of shares from the Transferor to be purchased together with the Tagalong Party desiring to Transfer shares in such transaction, then the number of shares to be sold by each shall be proportionally reduced (based on the totaltotal number of shares originally proposed to tag along or be sold) to such number as, when taken with the number of shares to be sold by each other such party, shall be equal to the number of shares which such Transferee is willing or able to purchase (provided that such Transfer shall satisfy the conditions set forth in the first sentence of this Section 4.1). The Tagalong Party shall only be entitled to sell shares of Common Stock under this Section 3 that it owns as of the date hereof and any securities acquired after the date hereof concurrently with securities of the same type acquired by TCW; other securities acquired after the date hereof in any manner shall not be subject to the tagalong rights provided in this Section 4.

TAGALONG RIGHTS. 3.1 If Xxxxx On or before the fifth business day after the Offer --------------- Date with respect to any affiliate thereof ("TRANSFEROR") transfersOffer made pursuant to Section 4.3(a), unless the Corporation or its assignees have elected to purchase the Shares Subject to the Offer, the Corporation shall deliver a copy of such Offer to each Party other than in a public offering pursuant the Offeror. Unless the Corporation or its assignees elect to a registration statementpurchase the Shares Subject to the Offer, any shares of Common Stock held by each such Transferor to any Person or Persons other than to an affiliate of Xxxxx (a "TRANSFEREE") in one transaction or a series of related transactions, which transfer or transfers constitute the Transfer of a majority of the shares of Xxxxx Common Stock held by Xxxxx as of the date hereof (a "TAG TRANSACTION"), then TCW or any Affiliate of TCW (the "TAGALONG PARTY") Party shall have the right to sell to include in the Transferee, at the same price per share and otherwise on the same terms and conditions as provided with respect to the proposed sale by the Transferor to the Transferee, up to the a number of shares of Common Stock (rounded designated by such Party not to exceed the nearest whole share) number of shares equal to the product of (ia) the total aggregate number of shares of Common Stock which to be sold by the Tagalong Party then owns Offeror to the proposed transferee and (iib) a fraction with a numerator equal to the number of shares of Fully-Diluted Common Stock then proposed to be sold held by the Transferor such other Party and a denominator equal to the number of shares of Fully-Diluted Common Stock held by all the Parties; provided that if the consideration to be received by the Offeror includes any securities, only Parties who are Accredited Investors shall be entitled to include their shares in such sale (but in such a case, each Party shall be entitled to include in such a sale a number of its shares, without duplication, equal to the total number of shares held by its Affiliates which are excluded from such sale by the operation of this proviso). Each Party who wishes to include shares of Common Stock owned in the proposed sale in accordance with the terms of this Section 5.1 shall so notify the Offeror not more than 10 business days after the Offer Date with respect to such Offer. The participation of any other Party in the sale made by the Transferor as of the date hereof. The right of the Transferor to sell Offeror shall be subject conditioned upon the Offeror's sale of shares pursuant to the condition that transactions contemplated in the Transferor Acquisition Proposal with the transferee named therein. If any other Party or other Parties have elected to participate in such sale by the Offeror, the Offeror shall cause the Transferee transferee that proposes to purchase the shares Common Stock of the Transferor Offeror to offer to purchase, at the same price per share and otherwise on the same such terms, such number of shares of Common Stock from the Tagalong Partysuch Party or Parties; PROVIDEDprovided, HOWEVERhowever, that that, if the Transferee such transferee is for any reason unwilling or unable to purchase the aggregate number of shares from the Transferor to be purchased together with the Tagalong Offeror as well as such other Party desiring to Transfer shares in such transactionor Parties, then the Offeror shall reduce to the extent necessary the number of shares it otherwise would have sold in the proposed sale so as to be sold by each permit other Parties who have elected to participate in such sale to sell the number of shares that they are entitled to sell under this Section 5.1, and the Offeror and such other Party or Parties shall be proportionally reduced (based on sell the totalnumber of shares specified in the Acquisition Proposal to the proposed transferee in accordance with the terms thereof.

TAGALONG RIGHTS. 3.1 If Xxxxx Holdings or any affiliate thereof ("TRANSFERORTransferor") transfers, ---------- other than in a public an offering pursuant to a registration statementstatement or pursuant to Rule 144 (or any successor provision) under the Securities Act, any shares of Common Stock or Series Z Preferred Stock held by such Transferor to any Person SEP is the legal and beneficial holder of the Xxxxx Securities as set forth on Schedule A hereto next to its name. SEP has neither previously sold, assigned, conveyed, transferred or Persons otherwise disposed of, in whole or in part, its securities constituting all or a portion of the Xxxxx Securities, nor, as of the date hereof, has entered into any agreement to sell, assign, other than to an affiliate of Xxxxx Holdings (a "TRANSFEREETransferee") in one transaction or a ---------- series of related transactions, which transfer or transfers constitute the Transfer of a majority of the shares of Xxxxx Common Stock and Series Z Preferred Stock held by Xxxxx Holdings and its affiliates as of the date hereof (a "TAG TRANSACTIONTag --- Transaction"), then TCW or any Affiliate each of TCW the Xxxxx Group and JEDI (each a "Tagalong Party," ----------- -------------- and collectively, the "TAGALONG PARTYTagalong Parties") shall have the right to sell to the Transferee, at the same price per share and otherwise on the same terms and conditions as provided with respect to the sale by the Transferor to the Transferee, up to the number of shares of Common Stock (rounded to the nearest whole share) equal to the product of (i) the total number of shares of Common Stock which the such Tagalong Party then owns and (ii) a fraction with a numerator equal to the number of shares of Common Stock and Series Z Preferred Stock then proposed to be being sold by the Transferor and a denominator equal to the total number of shares of Common Stock and Series Z Preferred Stock owned by the Transferor as of the date hereofTransferor. The right of the Transferor to sell shall be subject to the condition that the Transferor shall cause the Transferee that proposes to purchase the shares of the Transferor to offer to purchase, at the same price per share and otherwise on the same such terms, such number of shares from the Tagalong PartyParties; PROVIDEDprovided, HOWEVERhowever, that if the Transferee is for any reason unwilling or unable to purchase the aggregate number of shares from the Transferor to be purchased together with the Tagalong Party Parties desiring to Transfer shares in such transaction, then the number of shares to be sold by each shall be proportionally reduced (based on the totaltotal number of shares originally proposed to tag along or be sold) to such number as, when taken with the number of shares to be sold by each other such party, shall be equal to the number of shares which such Transferee is willing or able to purchase (provided that such Transfer shall comply with the first sentence of this Section 3.1). ----------- Each Tagalong Party shall only be entitled to sell shares of Common Stock under this Section 3 that it --------- owns as of the date hereof; securities acquired after the date hereof in any manner shall not be subject to the tagalong rights provided in this Section 3. ---------

TAGALONG RIGHTS. 3.1 If Xxxxx Smith or any affiliate thereof ("TRANSFEROR") transfers, other than in a public xxxxic offering pursuant to a registration statement, any shares of Common Stock held by such Transferor to any Person or Persons other than to an affiliate of Xxxxx Smith (a "TRANSFEREE") in one transaction or a series of related transactionstransacxxxxx, which transfer or transfers constitute the Transfer of a majority of the shares of Xxxxx Smith Common Stock held by Xxxxx Smith as of the date hereof (a "TAG TRANSACTIONTRANSACTIXX"), then TCW or any Affiliate Affilxxxx of TCW (the "TAGALONG PARTY") shall have the right to sell to the Transferee, at the same price per share and otherwise on the same terms and conditions as provided with respect to the sale by the Transferor to the Transferee, up to the number of shares of Common Stock (rounded to the nearest whole share) equal to the product of (i) the total number of shares of Common Stock which the Tagalong Party then owns and (ii) a fraction with a numerator equal to the number of shares of Common Stock then proposed to be sold by the Transferor and a denominator equal to the total number of shares of Common Stock owned by the Transferor as of the date hereof. The right of the Transferor to sell shall be subject to the condition that the Transferor shall cause the Transferee that proposes to purchase the shares of the Transferor to offer to purchase, at the same price per share and otherwise on the same terms, such number of shares from the Tagalong Party; PROVIDED, HOWEVER, that if the Transferee is for any reason unwilling or unable to purchase the aggregate number of shares from the Transferor to be purchased together with the Tagalong Party desiring to Transfer shares in such transaction, then the number of shares to be sold by each shall be proportionally reduced (based on the total

TAGALONG RIGHTS. 3.1 If Xxxxx Holdings or any affiliate thereof ("TRANSFERORTransferor") transfers, other than in a public an offering pursuant to a registration statementstatement or pursuant to Rule 144 (or any successor provision) under the Securities Act, any shares of Common Stock or Series Z Preferred Stock held by such Transferor to any Person or Persons other than to an affiliate of Xxxxx Holdings (a "TRANSFEREETransferee") in one transaction or a series of related transactions, which transfer or transfers constitute the Transfer of a majority of the shares of Xxxxx Common Stock and Series Z Preferred Stock held by Xxxxx Holdings and its affiliates as of the date hereof (a "TAG TRANSACTIONTag Transaction"), then TCW or any Affiliate each of TCW the Smitx Xxxup and JEDI (each a "Tagalong Party," and collectively, the "TAGALONG PARTYTagalong Parties") shall have the right to sell to the Transferee, at the same price per share and otherwise on the same terms and conditions as provided with respect to the sale by the Transferor to the Transferee, up to the number of shares of Common Stock (rounded to the nearest whole share) equal to the product of (i) the total number of shares of Common Stock which the such Tagalong Party then owns and (ii) a fraction with a numerator equal to the number of shares of Common Stock and Series Z Preferred Stock then proposed to be being sold by the Transferor and a denominator equal to the total number of shares of Common Stock and Series Z Preferred Stock owned by the Transferor as of the date hereofTransferor. The right of the Transferor to sell shall be subject to the condition that the Transferor shall cause the Transferee that proposes to purchase the shares of the Transferor to offer to purchase, at the same price per share and otherwise on the same such terms, such number of shares from the Tagalong PartyParties; PROVIDEDprovided, HOWEVERhowever, that if the Transferee is for any reason unwilling or unable to purchase the aggregate number of shares from the Transferor to be purchased together with the Tagalong Party Parties desiring to Transfer shares in such transaction, then the number of shares to be sold by each shall be proportionally reduced (based on the totaltotal number of shares originally proposed to tag along or be sold) to such number as, when taken with the number of shares to be sold by each other such party, shall be equal to the number of shares which such Transferee is willing or able to purchase (provided that such Transfer shall comply with the first sentence of this Section 3.1). Each Tagalong Party

TAGALONG RIGHTS. 3.1 If Xxxxx Holdings or any affiliate thereof ("TRANSFEROR") transfers, other than in a public an offering pursuant to a registration statementstatement or pursuant to Rule 144 (or any successor provision) under the Securities Act, any shares of Common Stock or Series Z Preferred Stock held by such Transferor to any Person or Persons other than to an affiliate of Xxxxx Holdings (a "TRANSFEREE") in one transaction or a series of related transactions, which transfer or transfers constitute the Transfer of a majority of the shares of Xxxxx Common Stock and Series Z Preferred Stock held by Xxxxx Holdings and its affiliates as of the date hereof (a "TAG TRANSACTION"), then TCW or any Affiliate each of TCW the Xxxxx Group and JEDI (each a "TAGALONG PARTY," and collectively, the "TAGALONG PARTYPARTIES") shall have the right to sell to the Transferee, at the same price per share and otherwise on the same terms and conditions as provided with respect to the sale by the Transferor to the Transferee, up to the number of shares of Common Stock (rounded to the nearest whole share) equal to the product of (i) the total number of shares of Common Stock which the such Tagalong Party then owns and (ii) a fraction with a numerator equal to the number of shares of Common Stock and Series Z Preferred Stock then proposed to be being sold by the Transferor and a denominator equal to the total number of shares of Common Stock and Series Z Preferred Stock owned by the Transferor as of the date hereofTransferor. The right of the Transferor to sell shall be subject to the condition that the Transferor shall cause the Transferee that proposes to purchase the shares of the Transferor to offer to purchase, at the same price per share and otherwise on the same such terms, such number of shares from the Tagalong PartyParties; PROVIDEDprovided, HOWEVERhowever, that if the Transferee is for any reason unwilling or unable to purchase the aggregate number of shares from the Transferor to be purchased together with the Tagalong Party Parties desiring to Transfer shares in such transaction, then the number of shares to be sold by each shall be proportionally reduced (based on the totaltotal number of shares originally proposed to tag along or be sold) to such number as, when taken with the number of shares to be sold by each other such party, shall be equal to the number of shares which such Transferee is willing or able to purchase (provided that such Transfer shall comply with the first sentence of this SECTION 3.1). Each Tagalong Party shall only be entitled to sell shares of Common Stock under this SECTION 3 that it owns as of the date hereof; securities acquired after the date hereof in any manner shall not be subject to the tagalong rights provided in this SECTION 3.