Right to Participate in Sale. If GEI enters into an agreement to transfer, sell or otherwise dispose of (such transfer, sale or other disposition being referred to as a "Tag-Along Sale") a majority of its shares of Common Stock of the Company held on the date hereof, then GEI shall afford the Holder the opportunity to participate proportionately in such Tag-Along Sale in accordance with this Section 8. The Holder shall have the right, but not the obligation (except as provided in Section 9), to participate in such Tag-Along Sale. The number of shares of Common Stock that the Holder will be entitled to include in such Tag-Along Sale (the "Management Investor's Allotment") shall be determined by multiplying (i) the number of shares of Common Stock held by the Holder on the Tag-Along Sale Date (as defined below), by (ii) a fraction, the numerator or which shall equal the number of shares of Common Stock proposed by GEI to be sold or otherwise disposed of pursuant to the Tag-Along Sale and the denominator of which shall equal the total number of shares of Common Stock that are beneficially owned by (a) GEI and (b) any holder of shares of Common Stock (including the Holder) that has the right to "tag-along" in the Tag-Along Sale on the Tag-Along Sale Date. The "Tag Along Notice Date" shall be the date that the Tag-Along Sale Notice (as defined below) is first delivered, mailed or sent by courier, Telex or telecopy to the Holder.
Right to Participate in Sale. (a) Subject to Section 4.6, if MW (or any Permitted Transferee) or any GEI Party (a “Transferring Party”) proposes to Transfer shares of Common Stock or Junior Preferred Stock (a “Tag-Along Sale”) to a third party that is (i) in the case of a GEI Party, not an Affiliate of the Transferring Party or (ii) in the case of MW, a Permitted Transferee or another Executive Stockholder who continues to be employed by the Company or a Subsidiary, then the Transferring Party shall afford MW (and his Permitted Transferees), the other Executive Stockholders and the GEI Parties, as applicable (the “Tag-Along Stockholders”), the opportunity to participate proportionately in such Tag-Along Sale in accordance with this Article IV. Each Tag-Along Stockholder shall have a proportionate right, but not the obligation (except as provided in Section 1.5), to participate in such Tag-Along Sale. The number of shares of Common Stock or Junior Preferred Stock, as applicable (the “Tag-Along Allotment”), that each Tag-Along Stockholder will be entitled to include in such Tag-Along Sale shall be determined by multiplying (a) the number of shares of Common Stock and/or Junior Preferred Stock, as applicable, beneficially owned by such Tag-Along Stockholder as of the close of business on the day immediately prior to the Tag-Along Notice Date by (b) a fraction (the “Tag-Along Fraction”), the numerator of which shall equal the number of shares of Common Stock and/or Junior Preferred Stock, as applicable, proposed by the Transferring Party to be sold or otherwise disposed of pursuant to the Tag-Along Sale and the denominator of which shall equal the total number of shares of Common Stock and/or Junior Preferred Stock, as applicable, that are beneficially owned (which, for purposes of this Article IV, shall include all shares of Junior Preferred Stock issuable upon exercise of the MW Options then outstanding) by the Transferring Party (and its Permitted Transferees or Affiliates, as applicable) as of the close of business on the day immediately prior to the Tag-Along Notice Date. For the avoidance of doubt, the tag-along rights provided in this Section 4.1(a) shall apply only with respect to those classes of Capital Stock to be transferred by the Transferring Party in any particular transaction and shall not be triggered with respect to a particular class of Capital Stock as a result of Transfers of any other class of Capital Stock.
Right to Participate in Sale. At least twenty (20) days prior to the consummation of any sale subject to this Section 2 (the "Notice Period"), the Selling Investors shall notify in writing the Company (which writing shall also be signed by the Proposed Purchaser), and the Company shall notify in writing the Co-Sellers, of the number of shares of Common Stock and the terms and conditions (collectively, the "Offering Terms") upon which the Proposed Purchaser has offered to purchase shares of Common Stock (the "Purchase Notice"). Each Co-Seller shall have the right to participate in the proposed sale at the same price per share (treating options, warrants and convertible securities on an as converted basis, and adjusting for any consideration payable upon exercise or conversion thereof) and on the same Offering Terms as those offered to the Selling Investors subject to the following terms and conditions:
Right to Participate in Sale. Upon receipt of a Tag-Along Sale Notice, each Non-Disposing Stockholder shall have the right to sell to the Buyer (the “Tag-Along Sale”), on the same terms and conditions applicable to the Disposing Tag-Along Stockholder, in lieu of the sale to the Buyer by the Disposing Tag-Along Stockholder, that number of shares of the Securities proposed to be sold equal to the product obtained by multiplying (a) the number of shares of such Securities to be sold to the Buyer and (b) the quotient derived by dividing (i) the number of shares of Common Stock held (or deemed to be held) on an as-converted basis by such Non-Disposing Stockholder by (ii) the total number of shares of Common Stock held (or deemed to be held) on an as-converted basis by each such Non-Disposing Stockholder and the Disposing Tag-Along Stockholder. The Non-Disposing Stockholders’ rights to sell pursuant to this Section 6 can be exercised by delivery of a written notice to the Disposing Tag-Along Stockholder within thirty (30) days following the delivery of the Tag-Along Sale Notice to the Non-Disposing Stockholders of the proposed sale to the Buyer by the Disposing Tag-Along Stockholder.
Right to Participate in Sale. Purchaser, its affiliates and its limited partner transferees are sometimes referred to in this Agreement, collectively, as the "PURCHASER PARTIES" and, individually, as a "PURCHASER PARTY." The VCA Co-Investment Funds and their respective affiliates are sometimes referred to in this Agreement, collectively, as the "CO-INVESTOR PARTIES" and, individually, as a "CO-INVESTOR PARTY." The Purchaser Parties and the Co-Investor Parties are sometimes referred to in this Agreement, collectively, as the "INVESTOR PARTIES" and, individually, as an "INVESTOR PARTY." The Mezzanine Purchasers and their respective affiliates are sometimes referred to in this Agreement, collectively, as the "MEZZANINE PARTIES" and, individually, as a "MEZZANINE PARTY." The Management Stockholders and their respective spouses, descendants and ancestors and any trusts solely for the benefit of any or all of the foregoing are sometimes referred to in this Agreement, collectively, as the "MANAGEMENT PARTIES" and, individually, as a "MANAGEMENT PARTY." The Investor Parties, the Mezzanine Parties and the Management Parties are sometimes referred to in this Agreement, collectively, as the "STOCKHOLDER PARTIES" and, individually, as a "STOCKHOLDER PARTY." As used in this Section 2.4.1, (i) the "TRIGGERING TRANSACTION" shall mean the transaction representing a sale or other disposition of Shares by an Investor Party other than one or more Exempt Transactions, and (ii) "EXEMPT TRANSACTIONS" shall mean any sale or other disposition of Shares by an Investor Party as set forth in Section 2.4.5. If at any time any Investor Party or Investor Parties propose to enter into an agreement (or substantially contemporaneous agreements, whether or not with the same or affiliated parties) to sell or otherwise dispose of for value any Common Shares or Preferred Shares in one or more related transactions that will result in the transfer of any of the outstanding Common Shares or Preferred Shares, as the case may be, other than in one or more related Exempt Transactions (such sale or other disposition for value being referred to as a "TAG-ALONG SALE," and such Investor Parties being referred to, collectively, as "SELLING STOCKHOLDERS"), then the Selling Stockholders shall afford the Stockholder Parties who are not Selling Stockholders (each individually a "TAG-ALONG STOCKHOLDER" and, collectively, the "TAG-ALONG STOCKHOLDERS") the opportunity to participate proportionately in such Tag-Along Sale in accordance with...
Right to Participate in Sale. Certain Releases from Standstill. (a) Notwithstanding the provisions of Section 3.01, during the Standstill Period, the Company shall provide each member of the Investor Group with the opportunity to participate in any bidding process sponsored by the Company or its representatives in connection with any transaction which could result in a Change in Control or constitute a Third Party Bid. In connection therewith, the Company shall (i) notify a designated representative of the Investor Group promptly of (but no later than five (5) business days after) (A) its receipt of any offer or proposal relating to a Change in Control transaction or a Third Party Bid and (B) the Company or its representatives soliciting, initiating or encouraging any offer or proposal relating to a Change in Control transaction or a Third Party Bid, (ii) promptly upon request provide the Investor Group detail as to the status of any such bidding process or any negotiations or discussions with any other Person in connection with a Change in Control or a Third Party Bid (except that the Company shall not be required to provide any member of the Investor Group any information as to the identity of, or the terms and conditions (including price) being discussed with or offered by, any other Person), (iii) provide the members of the Investor Group the opportunity to participate in any bidding process relating to such transaction on terms no less favorable than those applicable to any other potential bidder and (iv) provide members of the Investor Group access and information relating to such transaction on a basis no less favorable than the access and information provided to any other potential bidder.
Right to Participate in Sale. (a) Subject to Section 4.6, if any Executive Stockholder or GEI Party (a “Transferring Party”) proposes to Transfer shares of Common Stock (a “Tag-Along Sale”) to a third party that is not a Permitted Transferee and such shares are not acquired pursuant to Section 3.1 or Section 3.2, then the Transferring Party shall afford the relevant Tag-Along Stockholders (as hereinafter defined) the opportunity to participate proportionately in such Tag-Along Sale in accordance with this Article IV. “
Right to Participate in Sale. In the event that the Majority Stockholder shall determine to sell Shares Beneficially Owned by it to a third party or third parties excluding any member of the JGD Group, each Management Stockholder shall have the right to sell in such transaction, on the same terms and conditions as apply to the sale of the Majority Stockholder's Shares (a "Tag-Along Sale"), a number of such Management Stockholder's Shares not to exceed such Management Stockholder's Tag-Along Allotment.
Right to Participate in Sale. Subject to Section 3, if SCP enters into an agreement to Transfer any of its Series C Preferred Shares to a third party who is not an Affiliate of SCP (such Transfer being referred to as a "Tag-Along Sale"), then the Stockholder shall have the right, but not the obligation (except as provided in Section 3), to participate in such Tag-Along Sale. The number of Series C Preferred Shares that the Stockholder will be entitled to include in such Tag-Along Sale (the "Stockholder's Allotment") shall be determined by multiplying (i) the number of Series C Preferred Shares held by the Stockholder by (ii) a fraction, the numerator of which shall equal the number of shares of Series C Preferred Shares proposed by SCP to be sold or otherwise disposed of pursuant to the Tag-Along Sale and the denominator of which shall equal the total number of shares of Series C Preferred Shares held by SCP.
Right to Participate in Sale. If a Selling Shareholder, at any ---------------------------- time or from time to time, enters into an agreement (whether oral or written) to make a Transfer of any shares of Stock (a "TAG-ALONG SALE"), then each Tag-Along Seller shall have the right, but not the obligation, to participate in such Tag- Along Sale by selling up to the number of its shares of Stock (the "TAG-ALONG ALLOTMENT") equal to the product of (A) the total number of shares of Stock proposed to be sold by the Selling Shareholder in the Tag-Along Sale times (B) a fraction, the numerator of which is equal to the number of shares of Stock owned by such Tag-Along Seller immediately prior to the Tag-Along Sale and the denominator of which is equal to the sum of the aggregate number of shares of Stock owned by the Shareholders immediately prior to the Tag-Along Sale. Any such sales by the Tag-Along Sellers shall be on the same terms and conditions as the proposed Tag-Along Sale by the Selling Shareholder. For purposes of this calculation, Preference Shares or shares of any other preferred stock shall be treated as the equivalent of the number of Common Shares into which such Preference Shares or preferred stock could be converted.
