Tag-Along Shares definition

Tag-Along Shares has the meaning ascribed to such term in Section 4.4(a).

Tag-Along Shares has the meaning ascribed to such term in Section 3.3(a).

Tag-Along Shares shall have the meaning ascribed to it in Section 2.4.2 hereof.

Examples of Tag-Along Shares in a sentence

• The Tag-Along Shares shall either (i) be purchased by the Proposed Transferee in addition to the Selling Stockholder's shares, or (ii) be purchased by the Proposed Transferee in lieu (and reduction) of the number of shares being sold by the Selling Stockholder.

• In the event that you become a Tag-Along Stockholder pursuant to Section 4.4 of the Stockholders Agreement, any Shares issuable in respect of vested Options held by you whether or not exercised (including any Options that would vest as a result of the consummation of the Transfer to the Proposed Transferee) shall, at your sole discretion, be Tag-Along Shares and shall constitute Shares Beneficially Owned by you for purposes of determining your Tag-Along Pro Rata Portion.

• The Tag-Along Notice shall state the number of Tag-Along Shares that the Tag-Along Stockholder wishes to include in such Transfer to the Transferee, which number may exceed the total number of Transfer Shares proposed to be transferred but which may not exceed the total number of shares of Company Stock owned or controlled by the Tag-Along Stockholder.

• Such notice (the "Tag-Along Notice") shall set forth the terms and conditions of such proposed Transfer, including the name of the proposed transferee, the number of shares proposed to be transferred by the Tag-Along Initiator (the "Tag-Along Shares"), the purchase price per share proposed to be paid therefor and the payment terms and type of transfer to be effectuated.

• Delivery of the Tag-Along Notice by any Tag-Along Investor shall constitute an agreement by such Tag-Along Investor to sell, on the terms and conditions specified in the Transfer Notice, the Tag-Along Shares to the proposed purchaser specified in the Transfer Notice.

More Definitions of Tag-Along Shares

Tag-Along Shares shall have the meaning set forth in Section 5.1(b). ----------------

Tag-Along Shares has the meaning set forth in Section 2C.

Tag-Along Shares has the meaning ascribed to it in Clause 14.1;

Tag-Along Shares shall have the meaning set forth in Section 8(a).

Tag-Along Shares has the meaning assigned to it in Section 6.2.

Tag-Along Shares means, for a Shareholder, the number of Shares equal to the product of (i) the number of Shares Owned by such Shareholder multiplied by (ii) a fraction, the numerator of which is the number of Shares the Transferring Shareholder(s) propose(s) to sell or otherwise dispose of to the Tag Along Transferee, and the denominator of which is the total number of issued and outstanding Shares Owned by the Transferring Shareholder(s) prior to the proposed Transfer of Tag Along Shares of the Company.

Tag-Along Shares has the meaning provided in Section 2.5(a).