TAR Offer Clause Samples

TAR Offer. Prior to the consummation by the Selling Holder of any --------- sale or other disposition of the Selling Holder's shares of Common Stock which is subject to the provisions of Section 4(a), the Selling Holder shall cause the bona fide offer from the Buyer to purchase or otherwise acquire such Selling Holder's shares of Common Stock from the Selling Holder to be reduced to writing (the "TAR Offer") and shall deliver written notice of the TAR Offer, together with a true copy of the TAR Offer (the "TAR Notice"), to each of the Co-Sale Right Holders in the event such proposed sale or other disposition is subject to the Tag Along Rights (a "TAR Sale"). Each TAR Offer shall include an offer to purchase or otherwise acquire from each Co-Sale Right Holder (individually, a "TAR Offeree" and collectively, the "TAR Offerees"), at the same time, at the same price and on the same terms as apply to the sale or other disposition by the Selling Holder to the Buyer and according to the terms and subject to the conditions of this Agreement, not less than the amount of the shares of Common Stock held by such TAR Offeree as shall be equal to the product of (i) the total number of shares of Common Stock which the Buyer desires to purchase or otherwise acquire, times (ii) the TAR Offeree's Pro Rata Share, which is a fraction, the numerator of which is the total number of shares of shares of Common Stock subject to the TAR Offer held by such TAR Offeree on the date of the TAR Notice and the denominator of which is the total number of shares of Common Stock held on such date by the Selling Holder and all the TAR Offerees who elect, pursuant to Section 4(c) below, to accept the TAR Offer. Pursuant to Section 4(d), the Selling Holder may then sell to the Buyer the number of shares of Common Stock remaining after the shares of Common Stock to be sold by the TAR Offerees are subtracted from the number of shares of Common Stock to be sold by the Selling Holder as contained in the TAR Offer.