Tag Units definition
Examples of Tag Units in a sentence
The exercising Tag Offerees and the Tag Seller shall sell or Transfer to the proposed third party transferee the Tag Units proposed to be Transferred by them in accordance with this Section 3.2 at the time and place provided for the closing in the Inclusion Notice, or at such other time and place as the holders of a majority of the Tag Units to be Transferred by exercising Tag Offerees, the Tag Seller, and such other Person(s) and the proposed third party transferee shall agree.
Notwithstanding the foregoing, no Tag Offeree shall be entitled to Transfer Tag Units pursuant to an Inclusion Right conferred pursuant to this Section 3.2 in the event that, notwithstanding delivery of an Inclusion Notice pursuant to this Section 3.2, the Tag Seller fails to consummate the Transfer of Tag Units which gave rise to such Inclusion Right.
A Tag-Along Rightholder’s “Tag-Along Portion” is an amount obtained by multiplying (i) the number of Offered Tag Units in a Tag-Along Sale by (ii) a fraction, the numerator of which is the number of Class A Units then held by such Tag-Along Rightholder and the denominator of which is the number of Class A Units then issued and outstanding.