Tag-Along Notice. If the Holder wishes to participate in the Tag-Along Sale, the Holder shall provide written notice (the “Tag-Along Notice”) to Parent no less than ten (10) days prior to the Tag-Along Sale Date. The Tag-Along Notice shall set forth the number of shares of Common Stock that such Holder elects to include in the Tag-Along Sale, which shall not exceed the Management Investor’s Allotment. The Tag-Along Notice shall also specify the aggregate number of additional shares of Common Stock owned of record as of the close of business on the day immediately preceding the Tag-Along Notice Date by such Holder, if any, which such Holder desires also to include in the Tag-Along Sale (“Additional Shares”) in the event there is any under-subscription for the entire amount of all Management Investors’ Allotments of all shares that may be included by persons having, and pursuant to, tag-along rights relative to Parent (collectively, the “Management Investors’ Allotments”). In the event there is an under-subscription by all holders of Management Investors’ Allotments for the entire amount of the Management Investors’ Allotments, Parent shall apportion the unsubscribed Management Investors’ Allotments to such holders whose tag-along apportionment shall be on a pro rata basis among such holders in accordance with the number of Additional Shares specified by all such holders in their Tag-Along Notice. The Tag-Along Notices given by the Holder shall constitute the Holder’s binding agreement to sell such shares of Common Stock on the terms and conditions applicable to the Tag-Along Sale, subject to the provisions of Section 2(c)(ii) above; provided, however, that in the event that there is any material change in the terms and conditions of such Tag Along Sale applicable to the Holder after the Holder gives the Tag-Along Notice, then, notwithstanding anything herein to the contrary, the Holder shall have the right to withdraw from participation in the Tag-Along Sale with respect to all of its shares of Common Stock affected thereby. If the purchaser does not consummate the purchase of all of such shares on the same terms and conditions applicable to Parent (except as otherwise provided herein) then Parent shall not consummate the Tag-Along Sale of any of its shares to such transferee or purchaser, unless the shares of the Holder and Parent are reduced or limited pro rata in proportion to the respective number of shares actually sold in any such Tag-Along Sale. If a Tag-Along Notice ...
Tag-Along Notice. Each Tag-Along Notice shall set forth: (i) the name and address of the Third Party; (ii) the proposed amount and form of consideration to be paid per share of Common Stock and the terms and conditions of payment offered by the Third Party; (iii) the aggregate number of shares of Common Stock held by the Selling Fortress Entities as of the date that the Tag-Along Notice is first delivered, mailed or sent by courier or facsimile to the Management Investor and each Related Transferee (or if any such individual is deceased, the decedent’s personal representative); (iv) the Tag-Along Sale Percentage (as defined below); (v) the proposed date of the Third Party Sale (the “Third Party Sale Date”); and (vi) confirmation that the proposed Third Party has agreed to purchase the Holder’s Shares in accordance with the terms hereof.
Tag-Along Notice. If an Offeree elects to exercise its Tag-Along Right (the “Tag-Along Offeree”), such Offeree shall deliver a written notice (the “Tag-Along Notice”) of such election to the Transferring Shareholder within the Offer Period, specifying the number of Shares with respect to which it wishes to sell pursuant to the Tag-Along Right, subject to the maximum number of Shares calculated pursuant to Section 3.5(a). Such notice shall be irrevocable and shall constitute a binding agreement by such Shareholder to Transfer up to such number of Shares on the terms and conditions set forth in the Transfer Notice. The failure of the Tag-Along Offeree to give a Tag-Along Notice within the Offer Period shall be deemed to be a waiver of such Tag-Along Offeree’s Tag Along Right.
Tag-Along Notice. The term “Tag-Along Notice” shall have the meaning ascribed to it in Section 7.1.
Tag-Along Notice. The Selling Member shall deliver to the Company and each Tag-along Member a written notice (a “Tag-along Notice”) of the proposed Tag-along Sale within 20 Business Days before the consummation of any Tag-along Sale. The Tag-along Notice shall make reference to each Tag-along Member’s rights hereunder and shall describe in reasonable detail:
Tag-Along Notice. The Selling Stockholder shall deliver to the Company and each other Tag-along Stockholder a written notice (a “Tag-along Notice”) of the proposed Tag-along Sale within (i) five (5) Business Days following the expiration of the Applicable ROFR Rightholder Option Period or, if applicable, the Exercising Applicable ROFR Rightholder Option Period, in the event that the Applicable ROFR Rightholders shall not have, in the aggregate, exercised their respective rights to purchase all and not less than all of the Offered Stock pursuant to Section 4.03, or (ii) twenty (20) Business Days prior to the consummation of any Tag-along Sale which was not subject to Section 4.03. The Tag-along Notice shall make reference to the Tag-along Stockholders’ rights hereunder and shall describe in reasonable detail:
Tag-Along Notice. A written notice (the “Tag Along Notice”) shall be furnished by the Selling Limited Partner to each other Limited Partner at least 10 business days prior to such Transfer. The Tag Along Notice shall include:
Tag-Along Notice. Within 30 days after receiving the Transfer Notice with respect to a Significant Transfer, each Offeree who elects to exercise its Tag-Along Right shall deliver a written notice of such election to the Transferring Party, specifying the number of shares with respect to which it has elected to exercise its Tag-Along Right.
Tag-Along Notice. The Selling Group shall promptly notify the Company and the Tag-Along Group in the event they propose to make a Transfer giving rise to Tag-Along Rights, and shall furnish the Tag-Along Group with the Transfer Terms and a copy of any written offer or agreement pertaining thereto. The Tag-Along Right may be exercised by any Tag-Along Shareholder by delivery of a written notice to the Selling Group (the "Tag-Along Notice") within twenty (20) days following such Tag-Along Shareholder's receipt of such notice from the Selling Group. The Tag-Along Notice shall state the number of shares of Common Stock that such Tag-Along Shareholder proposes to include in the Transfer to the proposed purchaser (not to exceed the number determined in accordance with Section 2.1 above). In the event that the proposed purchaser does not purchase the specified number of shares from the Tag-Along Shareholders on the Transfer Terms, then the Selling Group shall only be permitted to sell any other number of shares of Common Stock to the proposed purchaser (an "Alternate Transfer") if: (a) the number of shares to be sold in the Alternate Transfer is less than five percent (5%) of the then-issued and outstanding common stock of the Company; or (b) the Tag-Along Shareholders are given five (5) days written notice of the proposed Alternate Transfer and the right to participate pro rata in the Alternate Transfer (calculated using the formula set forth in Section 2.1) under the same terms and conditions as the Selling Group.
Tag-Along Notice. If an Offeree elects to exercise its Tag-Along Right (the “Tag-Along Shareholder”), the Offeree shall deliver a written notice of such election to the Transferring Shareholder within the Offer Period, specifying the number of Shares with respect to which it has elected to exercise its Tag-Along Right. Subject to Section 2.6, such notice shall be irrevocable and shall constitute a binding agreement by such Shareholder to Transfer such Shares on the terms and conditions set forth in the Transfer Notice. The failure of the Tag-Along Shareholder to give an Acceptance Notice within the Offer Period shall be deemed to be a waiver of such Tag-Along Shareholder’s Tag Along Right.
