Take-Along Notice Sample Clauses

Take-Along Notice. If the Fund intends to effect a sale (a ----------------- "Take-Along Sale") prior to a Public Offering of not less than 90% of the shares ---------------- of Common Stock it then holds to a non-Affiliate third party (a "Take-Along ---------- Buyer") and elects to exercise its rights under this Section 4, the Fund shall ----- deliver written notice (a "Take-Along Notice") to the Company and the Employee, ----------------- which notice shall (i) state (w) that the Fund wishes to exercise its rights - - under this Section 4 with respect to such transfer, (x) the name and address of - the Take-Along Buyer, (y) the per share amount and form of consideration the - Fund proposes to receive for its shares of Common Stock and the percentage of its Common Stock proposed to be sold by the Fund (the "Sale Percentage") and (z) --------------- - drafts of purchase and sale documentation setting forth the terms and conditions of payment of such consideration and all other material terms and conditions of such transfer (the "Draft Sale Agreement"), (ii) contain an offer (the "Take- -------------------- -- ---- Along Offer") by the Take-Along Buyer to purchase from the Employee a percentage ----------- of the Shares equal to the Sale Percentage, on and subject to the same price, terms and conditions offered to the Fund and (iii) state the anticipated time --- and place of the closing of such transfer (a "Section 4 Closing"), which ----------------- (subject to such terms and conditions) shall occur not fewer than 15 days nor more than 90 days after the date such Take-Along Notice is delivered, provided -------- that if such Section 4 Closing shall not occur prior to the expiration of such 90-day period, the Fund shall be entitled to deliver another Take-Along Notice with respect to such Take-Along Offer. Upon request of the Fund, the Company shall provide the Fund with a current list of the names and addresses of each employee of the Company or a Subsidiary who is party to a management equity agreement.
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Take-Along Notice. If the Initiating Seller elects to exercise its rights under Section 12.3.1 (the “Take-Along Right”), a notice (a “Take-Along Notice”) shall be furnished by the Initiating Seller to NBPCo Holdings (for purposes of this Section 12.3, the “Selling Member”). A Take-Along Notice shall set forth the principal terms of the proposed Sale insofar as it relates to the Interest to be purchased from the Initiating Seller, the Sale Percentage, the per Unit purchase price with respect to each Class and the name and address of the Proposed Transferee. If the Initiating Seller consummates the Sale referred to in the Take-Along Notice, the Selling Member shall be bound and obligated to sell the appropriate proportion of such Selling Member’s Units of each Class in the Sale on the same terms and conditions as the Initiating Seller shall sell its Units of such Class in the Sale. If at the end of 120 days following the date of the effectiveness of the Take-Along Notice the Initiating Seller has not completed the Sale, the Selling Member shall be released from its obligation under the Take-Along Notice, and it shall be necessary for a new and separate Take-Along Notice to be furnished and the terms and provisions of this Section 12.3.2 to be separately complied with in order to consummate such Sale pursuant to this Section 12.3, unless the failure to complete such Sale resulted from any failure by the Selling Member to comply in any material respect with the terms of this Section 12.3.
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Take-Along Notice. If the Proposed Sellers elect to exercise their rights under this Section 3, a written notice (the “Take Along Notice”) shall be furnished by the Proposed Sellers to the other Stockholders. The Take Along Notice may consist of the offer received by the Proposed Sellers for the purchase of their Shares. The Take Along Notice shall set forth the principal terms of the proposed sale insofar as it relates to the Shares, including the maximum and minimum purchase price, and the name and address of the Proposed Buyer. If at the end of the one hundred eightieth (180th) day following the date of receipt by such other Stockholders of the Take Along Notice the Proposed Sellers have not completed the proposed sale, the other Stockholders shall be released from their obligations under this Section 3 as it relates to the proposed sale, the Take Along Notice shall be null and void, and it shall be necessary for a separate Take Along Notice to be furnished and the terms and provisions of this Section 3 separately complied with, in order to consummate such sale pursuant to this Section 3.
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Take-Along Notice. If the Initiating Seller elects to exercise its rights under Section 12.1.1 (the “Take-Along Right”), a notice (a “Take-Along Notice”) shall be furnished by the Initiating Seller to the other Members (for purposes of this Section 12.1, the “Selling Members”). A Take-Along Notice shall set forth the principal terms of the proposed Sale insofar as it relates to the Interest to be purchased from the Initiating Seller, the Sale Percentage, the per Unit purchase price and the name and address of the
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Take-Along Notice. If the Initiating Seller elects to exercise its rights under
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Take-Along Notice. To exercise the Take-Along Right, the Take-Along Transferor shall deliver to each Stockholder a written notice (a “Take-Along Notice”) specifying (A) the name and address of the proposed Take-Along Transferee, (B) the proposed purchase price, terms of payment and other material terms and conditions of the proposed Take-Along Transferee’s offer, and (C) that the proposed Take-Along Transferee has been informed of the Take-Along Rights provided for in this Section 3.3(b) and has agreed to purchase Shares in accordance with the terms thereof. Each Stockholder shall thereafter be obligated to sell the Shares subject to such Take‑Along Notice, provided that the sale to the proposed Take-Along Transferee is consummated within ninety (90) calendar days of delivery of the Take-Along Notice, unless such sale cannot be completed within such ninety (90) day period as a result of delays in obtaining necessary regulatory approvals, in which case such sale shall, in any event be completed within one hundred and fifty (150) calendar days of delivery of such notice. If such sale is not consummated within such ninety (90) day period (or such one hundred and fifty (150) day period, as applicable), then each Stockholder shall no longer be obligated to sell its Shares pursuant to that specific Take-Along Right but shall remain subject to the provisions of this Section 3.3(b).
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Take-Along Notice. Subject to the prior application of the provisions of Section 5(a), if the holders of at least 51% of the shares of Common Stock owned from time to time by any of the Investors (a "Controlling Group"), acting jointly, intend to effect a sale of all of their shares of Common Stock to a third party (a "100% Buyer") and elect to exercise their rights under this Section 8, such Controlling Group shall deliver written notice (a "Take-Along Notice") to the Purchaser, which notice shall (a) state (i) that the Controlling Group wishes to exercise its rights under this Section 8 with respect to such transfer, (ii) the name and address of the 100% Buyer, (iii) the per share amount and form of consideration the Controlling Group proposes to receive for its shares of Common Stock and (iv) the terms and conditions of payment of such consideration and all other material terms and conditions of such transfer, (b) contain an offer (the "Take-Along Offer") by the 100% Buyer to purchase from the Purchaser all of his Shares on and subject to the same terms and
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Take-Along Notice. If the C&D Fund intends to effect a sale of all of its shares of common stock of the Company to a third party (a "100% Buyer") and elects to exercise its rights under this Section 8, the C&D Fund shall deliver written notice (a "Take-Along Notice") to the Purchaser, which notice shall (i) state (w) that the C&D Fund wishes to exercise its rights under this Section 8 with respect to such transfer, (x) the name and address of the 100% Buyer, (y) the per share amount and form of consideration the C&D Fund proposes to receive for its shares of common stock of the Company and (z) drafts of purchase and sale documentation setting forth the terms and conditions of payment of such considera-
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Related to Take-Along Notice

  • Tag-Along Notice If the Holder wishes to participate in the Tag-Along Sale, the Holder shall provide written notice (the “Tag-Along Notice”) to Parent no less than ten (10) days prior to the Tag-Along Sale Date. The Tag-Along Notice shall set forth the number of shares of Common Stock that such Holder elects to include in the Tag-Along Sale, which shall not exceed the Management Investor’s Allotment. The Tag-Along Notice shall also specify the aggregate number of additional shares of Common Stock owned of record as of the close of business on the day immediately preceding the Tag-Along Notice Date by such Holder, if any, which such Holder desires also to include in the Tag-Along Sale (“Additional Shares”) in the event there is any under-subscription for the entire amount of all Management Investors’ Allotments of all shares that may be included by persons having, and pursuant to, tag-along rights relative to Parent (collectively, the “Management Investors’ Allotments”). In the event there is an under-subscription by all holders of Management Investors’ Allotments for the entire amount of the Management Investors’ Allotments, Parent shall apportion the unsubscribed Management Investors’ Allotments to such holders whose tag-along apportionment shall be on a pro rata basis among such holders in accordance with the number of Additional Shares specified by all such holders in their Tag-Along Notice. The Tag-Along Notices given by the Holder shall constitute the Holder’s binding agreement to sell such shares of Common Stock on the terms and conditions applicable to the Tag-Along Sale, subject to the provisions of Section 2(c)(ii) above; provided, however, that in the event that there is any material change in the terms and conditions of such Tag Along Sale applicable to the Holder after the Holder gives the Tag-Along Notice, then, notwithstanding anything herein to the contrary, the Holder shall have the right to withdraw from participation in the Tag-Along Sale with respect to all of its shares of Common Stock affected thereby. If the purchaser does not consummate the purchase of all of such shares on the same terms and conditions applicable to Parent (except as otherwise provided herein) then Parent shall not consummate the Tag-Along Sale of any of its shares to such transferee or purchaser, unless the shares of the Holder and Parent are reduced or limited pro rata in proportion to the respective number of shares actually sold in any such Tag-Along Sale. If a Tag-Along Notice is not received by Parent from the Holder prior to the ten-day period specified above, Parent shall have the right to sell or otherwise transfer the number of shares specified in the Tag-Along Notice to the proposed purchaser or transferee without any participation by such Holder, but only on terms and conditions which are no more favorable in any material respect to Parent than as stated in the Tag-Along Notice to the Holder and only if such Tag-Along Sale occurs on a date within sixty (60) business days of the Tag-Along Sale Date.

  • Drag-Along Notice Prior to making any Drag-Along Sale, if Parent elects to exercise the option described in this Section 2(b), Parent shall provide the Holder with written notice (the “Drag-Along Notice”) not more than sixty (60) nor less than twenty (20) days prior to the proposed date of the Drag Along Sale (the “Drag-Along Sale Date”). The Drag-Along Notice shall set forth: (i) the name and address of the Third Party; (ii) the proposed amount and form of consideration to be paid per share and the terms and conditions of payment offered by the Third Party; (iii) the aggregate number of shares of Common Stock held by Parent as of the date that the Drag-Along Notice is first delivered, mailed or sent by courier, telex or telecopy to the Holder; (iv) the sale percentage; (v) the Drag-Along Sale Date and (vi) confirmation that the proposed Third Party has agreed to purchase the Management Investor’s shares of Common Stock in accordance with the terms hereof.

  • Take-Along Rights If an offeror desires to purchase all of the outstanding shares of Common Stock and if the owners of at least 50% of the outstanding shares desire to make such sale, the Optionee agrees to sell all of his or her shares to such offeror on the terms and conditions approved by the owners of at least 50% of the outstanding shares.

  • Tag-Along Right (a) If, at any time prior to a Qualified IPO, one or more Sponsor Members propose to Transfer, in a single transaction or a series of related transactions, a number of Units representing at least 30% of the Sponsor Members' aggregate Initial Equity Stakes (as defined in the LLC Agreement) to any Person (other than a Transfer to a Permitted Transferee (as defined in the LLC Agreement) of any such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Member) (a "Tag-Along Purchaser"), then, unless such transferring Sponsor Member(s) are entitled to give and do give a Drag-Along Sale Notice (as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to Section 2.04(a) of the Sponsor Agreement, the Company shall first provide written notice to each of the Management Members, which notice (the "Tag-Along Notice") shall state: (i) the maximum number of Units proposed to be Transferred (the "Tag-Along Securities"); (ii) the purchase price per Unit (the "Tag-Along Price") for the Tag-Along Securities and (iii) any other material terms and conditions of such sale, including the proposed transfer date (which date will be within 60 business days after the termination of the Election Period (defined below), subject to extension for any required regulatory approvals). Each of the Management Members that has been provided with the Tag-Along Notice (each, a "Tag-Along Manager") shall have the right to sell to such Tag-Along Purchaser, upon the terms set forth in the Tag-Along Notice, up to the aggregate number of Units which are held by such Tag-Along Manager multiplied by a fraction, the numerator of which is the aggregate number of Units proposed to be sold by the transferring Sponsor Member as reflected in the Tag-Along Notice and the denominator of which is the total number of Units which are held by the transferring Sponsor Member. If the number of Units elected to be sold by the Tag-Along Managers and any other individuals identified from time to time on Exhibit A to the LLC Agreement, the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than the number of Tag-Along Securities specified in the Tag-Along Notice, the number of Units being sold by each such seller shall be reduced such that the applicable seller shall be entitled to (and obligated to) sell only their pro rata share of Units (based on the aggregate number of Units held by such seller to the total number of Units held by all of such electing sellers). The transferring Sponsor Member(s), the Sponsor Members electing to participate in such sale and the Tag-Along Manager(s) exercising their rights pursuant to this Section 2.04 shall effect the sale of the Tag-Along Securities, and such Tag-Along Manager(s) shall sell the number of Tag-Along Securities required to be sold by such Tag-Along Manager(s) pursuant to this Section 2.04(a) within 60 business days after the expiration of the Election Period, subject to extension for any required regulatory approvals.

  • Tag-Along Rights (a) Subject to Section 5.4, if one or more Class B Stockholders (the “Transferring Stockholders”) desire to sell any or all of their Shares, other than to a Permitted Holder or in a Market Sale, and such sale would result in a Change of Control (and has been approved as provided in Section 5.2(a)), each Class B Stockholder shall have the right to participate on the same terms and conditions and for the same per share consideration as the Transferring Stockholders in the sale in the manner set forth in this Section 5.5. If Class B Stockholders do not elect to purchase such Shares pursuant to Section 5.4, the Transferring Stockholders shall, prior to such sale, deliver to the other Class B Stockholders prompt written notice (the “Transfer Notice”), which notice shall state (i) the name of the proposed transferee, (ii) the number of Shares proposed to be transferred (the “Transferred Shares”) and the percentage (the “Tag Percentage”) that such number of Shares constitutes of the total number of Shares owned by such Transferring Stockholders, (iii) the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereof, and (iv) the other material terms and conditions of the proposed sale, including the proposed sale date (which date may not be less than 30 days after delivery of the Transfer Notice). Such notice shall be accompanied by a written offer from the proposed transferee to purchase the Transferred Shares, which offer may be conditioned upon the consummation of the sale by the Transferring Stockholders, or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders in such sale consistent with this Section 5.5.

  • Tag Along and Drag Along Rights (a) The Participant shall be deemed to be a Management Tag Along Holder (as such term is defined in the Articles) for purposes of the Articles, such that the Participant shall be entitled to receive a Tag Along Notice (as such term is defined in the Articles) and otherwise participate in the provisions of the Tag Along Sale as set out in the Articles with respect to (i) the vested portion of any Award and (ii) with respect to the unvested portion of any Award, the portion of such Award that would vest under Section 3(c) of the Award Agreement to which this Annex A is attached in connection with such Tag Along Sale (e.g., where such Tag Along Sale is also a Change in Control) (“Contingent Awards”), and, for purposes of the Articles, Eligible Convertible Securities shall include both vested Awards and Contingent Awards. In such event, the Shares underlying vested Awards and Contingent Awards shall be permitted to be sold pursuant to such Tag Along Sale by the Participant in its capacity as a Management Tag Along Holder. The proceeds from such Tag Along Sale with respect to Contingent Awards shall (A) be deposited into escrow, (B) vest in accordance with the terms of the Applicable Award Agreement (or otherwise) and (C) be distributed to the Participant when the underlying portion of the Award otherwise vests (or in the case of any Contingent Award that is considered to be non-qualified deferred compensation subject to Section 409A of the Code (“Section 409A Deferred Compensation”), when permitted by Section 409A without penalty to the Participant).

  • Sale Notice Parent shall provide the Holder with written notice (the “Tag-Along Sale Notice”) not more than sixty (60) nor less than twenty (20) days prior to the proposed date of the Tag-Along Sale (the “Tag-Along Sale Date”). Each Tag-Along Sale Notice shall set forth: (i) the name and address of each proposed transferee or purchaser of shares in the Tag-Along Sale; (ii) the number of shares proposed to be transferred or sold by Parent; (iii) the proposed amount and form of consideration to be paid for such shares and the terms and conditions of payment offered by each proposed transferee or purchaser; (iv) the aggregate number of shares of Common Stock held of record as of the close of business on the day immediately preceding the Tag-Along Notice Date by Parent; (v) the Management Investor’s Allotment assuming the Holder elected to sell the maximum number of shares of Common Stock possible; (vi) confirmation that the proposed purchaser or transferee has been informed of the “Tag-Along Rights” provided for herein and has agreed to purchase shares of Common Stock in accordance with the terms hereof and (vii) the Tag-Along Sale Date.

  • Offer Notice (i) The Company shall give written notice (the “Offering Notice”) to the Purchaser and the other Forward Contract Parties stating its bona fide intention to offer the New Equity Securities and specifying the number of New Equity Securities and the material terms and conditions, including the price, pursuant to which the Company proposes to offer the New Equity Securities and the applicable pro rata share of such New Equity Securities offered to the Purchaser pursuant to such Offering Notice.

  • Transfer Notice At least two (2) Business Days before each Acquisition Date, the Administrator shall deliver to the Depositor, the Issuer and the Indenture Trustee a Transfer Notice for the Additional Receivables to be transferred and absolutely assigned on that Acquisition Date, which will specify the Additional Receivables Transfer Amount, and will have delivered with it an electronic file containing the Schedule of Receivables; and

  • Tag Along A Participating Seller may Transfer Shares pursuant to and in accordance with the provisions of Section 4(a) below. Shares Transferred pursuant to this Section 3(b)(ii) shall conclusively be deemed thereafter not to be Shares under this Addendum.

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