Tag-Along Portion definition
Tag-Along Portion means, with respect to you and your Permitted Transferees, the number of shares of Common Stock beneficially owned by you and your Permitted Transferees on the date of the Tag-Along Notice multiplied by a fraction, the numerator of which is the maximum number of shares of Common Stock which can be sold in the Tag-Along Sale and the denominator of which is the aggregate number of shares of Common Stock beneficially owned by the Participants, collectively.
Tag-Along Portion means, with respect to any Tagging Seller, a number of shares of Common Stock equal to (A) the number of Registrable Securities owned by such Tagging Seller at such time, multiplied by (B) a fraction, (1) the numerator of which is the number of shares of Common Stock proposed to be registered in the Demand Registration by the Blackstone Holders, and (2) the denominator of which is the aggregate number of shares of Registrable Securities held by all Blackstone Holders prior to giving effect to any Exchange associated with such Demand Registration or any sales of Registrable Securities pursuant to such Demand Registration.
Tag-Along Portion means the product of the Aggregate Ownership of Ordinary Shares by the Tagging Person immediately prior to such Transfer and a fraction the numerator of which is the maximum number of Ordinary Shares that the buyer in the Tag-Along Sale is willing to purchase, and the denominator of which is the Aggregate Ownership of Ordinary Shares by all Shareholders.
Examples of Tag-Along Portion in a sentence
The Tag-Along Election Notice shall specify the Tag-Along Portion and specify whether the Tag-Along Investor disagrees with the Indirect Transfer Allocation (if applicable), in which case the procedure set forth in Section 11.6(h) shall apply.
Progress Energy Seller shall procure that the Third-Party Purchaser purchases such Tag-Along Investor’s Tag-Along Portion in addition to the Units proposed to be Transferred by the Progress Energy Seller to the Third-Party Purchaser.
More Definitions of Tag-Along Portion
Tag-Along Portion has the meaning set forth in Section 10.5(d)(i). “Tag-along Sale” has the meaning set forth in Section 10.5(a). “Tax Advances” has the meaning set forth in Section 7.1.
Tag-Along Portion means for any Tagging Person in a Tag-Along Sale, the total number of Class A Units owned by the Tagging Person immediately prior to such Tag-Along Sale multiplied by the Tag-Along Pro Rata Share.
Tag-Along Portion means the number of Shares held by the Tagging Person or the Selling Person, as the case may be, multiplied by a fraction, the numerator of which is the number of Shares proposed to be sold by the Selling Person pursuant to Section 4.01, and the denominator of which is the aggregate number of Shares, on a Fully Diluted basis, then owned by the Selling Person.
Tag-Along Portion means, with respect to any Tagging Stockholder in any Proposed Sale that is subject to Section 5.2, a number of Shares, rounded down to the nearest whole Share, equal to (i) the total number of Shares proposed to be Transferred by the Proposed Seller in such Proposed Sale multiplied by (ii) a fraction the numerator of which is the total number of Shares held by such Tagging Stockholder immediately prior to such Transfer and the denominator of which is the total number of Shares outstanding immediately prior to such Transfer.
Tag-Along Portion means, with respect to each Tagging Shareholder, such Tagging Shareholder’s Aggregate Ownership Percentage (disregarding the proviso in the definition thereof) of the Company Securities proposed to be Transferred by the Tag-Along Seller.
Tag-Along Portion has the meaning set forth in Section 10.05(d)(i).
Tag-Along Portion means, with respect to any class of Equity Securities, the number of shares of such class held (or, without duplication, that such Shareholder has the right to acquire from any Person) by the Tag-Along Person or THL, as the case may be, multiplied by a fraction, the numerator of which is the maximum number of shares of such class subject to the Tag-Along Offer and the denominator of which is the aggregate number of shares of such class on a Fully Diluted basis owned by all Shareholders. In the event the THL Entities shall propose to Transfer a number of shares of such class in excess of the Threshold Percentage, the Tag-Along Portion shall be calculated with respect to all of the shares proposed to be Transferred by the THL Entities. To the extent that the Tag-Along Notice provides that shares of Common Stock and Equity Warrants will be transferred (i) the Equity Warrants and the Common Stock shall be treated as part of a single class of Equity Securities and, if applicable, Equity Warrants are referred to in this Section 4.1 as "shares" of such class, (ii) the calculations described in this Section 4.1 with respect to such Tag-Along Notice shall include the number of shares of Common Stock issuable upon exercise of such Equity Warrants and (iii) the allocation between Equity Warrants and shares of Common Stock subject to the Tag-Along Rights will be proportional to the allocation of the number of Shares subject to the Tag-Along Notice as compared with the number of Equity Warrants subject to the Tag-Along Notice.