Tag-Along Right. (a) If, at any time prior to a Qualified IPO, one or more Sponsor Members propose to Transfer, in a single transaction or a series of related transactions, a number of Units representing at least 30% of the Sponsor Members' aggregate Initial Equity Stakes (as defined in the LLC Agreement) to any Person (other than a Transfer to a Permitted Transferee (as defined in the LLC Agreement) of any such Sponsor Member and other than a Transfer in accordance with the Registration Rights Agreement and other than to another Sponsor Member) (a "Tag-Along Purchaser"), then, unless such transferring Sponsor Member(s) are entitled to give and do give a Drag-Along Sale Notice (as defined in the LLC Agreement) and no other Sponsor Member(s) has elected to purchase its pro rata share of such Units pursuant to Section 2.04(a) of the Sponsor Agreement, the Company shall first provide written notice to each of the Management Members, which notice (the "Tag-Along Notice") shall state: (i) the maximum number of Units proposed to be Transferred (the "Tag-Along Securities"); (ii) the purchase price per Unit (the "Tag-Along Price") for the Tag-Along Securities and (iii) any other material terms and conditions of such sale, including the proposed transfer date (which date will be within 60 business days after the termination of the Election Period (defined below), subject to extension for any required regulatory approvals). Each of the Management Members that has been provided with the Tag-Along Notice (each, a "Tag-Along Manager") shall have the right to sell to such Tag-Along Purchaser, upon the terms set forth in the Tag-Along Notice, up to the aggregate number of Units which are held by such Tag-Along Manager multiplied by a fraction, the numerator of which is the aggregate number of Units proposed to be sold by the transferring Sponsor Member as reflected in the Tag-Along Notice and the denominator of which is the total number of Units which are held by the transferring Sponsor Member. If the number of Units elected to be sold by the Tag-Along Managers and any other individuals identified from time to time on Exhibit A to the LLC Agreement, the transferring Sponsor Member and any other Sponsor Members electing to participate in such sale is greater than the number of Tag-Along Securities specified in the Tag-Along Notice, the number of Units being sold by each such seller shall be reduced such that the applicable seller shall be entitled to (and obligated to) sell only their pr...
Tag-Along Right. Except in the case of a proposed transfer by HF of all of its shares, which shares constitute in excess of 10% of the outstanding shares of Common Stock, in which case this Section 4.2 shall not be operative, in the event that the Right of First Offer set forth in Section 4.1 is not exercised, each of the Stockholders not a Selling Stockholder (the "TAG-ALONG STOCKHOLDERS") shall have the right (the "TAG-ALONG RIGHT") to include up to the following number of its Shares in the Proposed Sale: the total number of Shares proposed to be sold by the Selling Stockholder in the Proposed Sale MULTIPLIED BY a fraction the numerator of which is the number of Shares owned by such Tag-Along Stockholder and the denominator of which is the aggregate number of Shares owned by such Selling Stockholder and by all Tag-Along Stockholders exercising their Tag-Along Rights hereunder. Any shares of Tag-Along Stockholders so included will reduce the number of shares to be sold by the Selling Stockholder. Any Shares purchased from such Stockholders pursuant to this Section 4.2 shall be at the same price per Share and upon the same terms and conditions as such Proposed Sale. Prior to making any Transfer pursuant to Section 4.1(b) hereof, the Selling Stockholder shall give written notice to the Company and all other Stockholders of such Stockholders' right to exercise their Tag-Along Right in accordance herewith (the "Tag-Along Announcement"). The Tag-Along Announcement shall indicate, in a schedule attached thereto, the maximum number of shares of Common Stock that each such other Stockholder may sell pursuant to its exercise of its Tag-Along Right pursuant to this Section 4.2. Any Stockholder delivering a written notice to the Selling Stockholder (the "TAG-ALONG NOTICE") within 10 days following its receipt of the Tag-Along Announcement shall be entitled to exercise the Tag-Along Right. The Tag-Along Notice shall state the number of Shares that such Stockholder proposes to include in such Transfer to the proposed purchaser determined as aforesaid. The Company agrees not to effect any transfer of Shares by any Stockholder until it has received evidence reasonably satisfactory to it that the Tag-Along Right, if applicable to such transfer, has been complied with.
Tag-Along Right. If the Approved Sale Notice indicates that the Majority Holders are not exercising the Drag-Along Right, then Participant may elect to participate in the contemplated Approved Sale by delivering irrevocable written notice to the Majority Holders within fifteen days after delivery of the Approved Sale Notice; provided, however, that, in the event that the Morgans Parties then own any Membership Interests, then, as a condition to Participant’s right to participate in such sale, the Morgans Parties must have similar rights (or must have waived any such rights) to participate in the sale of a proportionate share of their Membership Interests in the Approved Sale (the “Morgans Group Tag Condition”). If Participant elects to participate in the Approved Sale, then he or she will be entitled to sell, on the same terms and conditions specified in the Approved Sale Notice, a portion of his or her Membership Interests represented by Class C Units equal to the proportionate share of Membership Interests being sold by the Majority Holders and all other Members (based upon the total Membership Interests held by the Majority Holders and all other Members at such time). The Majority Holders shall use their commercially reasonable efforts to obtain the agreement of the prospective transferee to the participation of Participant in the contemplated Approved Sale. If, within fifteen days after delivery of the Approved Sale Notice, Participant does not provide the Majority Holders irrevocable notice of its election to participate in the Approved Sale, then the Majority Holders shall be entitled to Transfer to the prospective transferee the amount of Membership Interests specified in the Approved Sale Notice on substantially the same terms and conditions specified therein.
Tag-Along Right. (a) In connection with any direct or indirect Transfer (other than (x) a Public Offering pursuant to Article V, which shall be governed by the provisions of Article V, (y) a distribution of Equity Securities of the Company by any Institutional Stockholder to its members, partners, unitholders or stockholders, and (z) an Exchange) for value of any Class A Shares (including any Class A Shares issuable or issued upon conversion or exchange of other securities of the Company or any of its Subsidiaries) by (i) a GA Stockholder that, together with all other GA Stockholders, beneficially owns at least 5% of the outstanding Shares immediately prior to such Transfer, to any Person other than a GA Permitted Transferee or (ii) an HF Stockholder that, together with all other HF Stockholders, beneficially owns at least 5% of the outstanding Shares immediately prior to such Transfer, to any Person other than an HF Permitted Transferee (such proposed Transferor, in either case, a “Tag-Along Seller” and such proposed Transfer, a “Tag-Along Sale Transaction”), each other Institutional Stockholder, each Management Stockholder and each eRx Stockholder (an “Other Stockholder”) shall have the right to sell a proportionate amount of its vested Class A Shares (including any Class A Shares issuable or issued upon conversion or exchange of vested other securities of the Company or any of its Subsidiaries) based on the relative number of such Class A Shares owned by such Other Stockholder, subject to the priorities set forth in Article IV with respect to the GA Stockholders and HF Stockholders, to such third party for the same price per Class A Share and on the same other terms and conditions as are applicable to the Tag-Along Seller, including that any such Other Stockholder will be required to make the same representations, warranties or indemnifications (and, if necessary, to contribute proceeds to an escrow account to secure any such indemnification claims) on a several and pro rata basis (in proportion to the number of Shares being Transferred by each) with all other participating Stockholders with respect to its Class A Shares, and to take on any other recourse or liability, as applicable to the Tag-Along Seller in connection with such Tag-Along Sale Transaction (a “Tag-Along Right”); provided, however, that no Other Stockholder will be required to enter into non-competition or similar agreements or take on any other recourse, indemnification obligations or liability, other t...
Tag-Along Right. Notwithstanding any other provision hereof, prior to one or more Fortress Entities selling more than fifty percent (50%) of the outstanding Common Stock (such selling entities, the “Selling Fortress Entities”) to one or more third persons who are not a Fortress Entity (collectively, a “Third Party”) pursuant to a single transaction or a series of related transactions (such sale, a “Third Party Sale”), the Selling Fortress Entities shall deliver a written notice (a “Tag-Along Notice”) to the Management Investor and each Related Transferee (or if any such individual is deceased, to the decedent’s personal representative) which satisfies the requirements of Section 2(b)(ii)(A) below. Such Tag-Along Notice shall be so delivered not less than forty (40) days prior to the respective Third Party Sale.
Tag-Along Right. (a) In addition to the requirements of Section 2 hereof (and subject to the second sentence of Section 1(c)), no Stockholder shall Transfer any Common Stock, in a single transaction or related series of transactions, to any third party unless the terms and conditions of such sale, transfer or other disposition (the "Third Party Disposition") to such third party shall contain an offer to each other Stockholder (each, an "Included Stockholder"), to include in such Third Party Disposition such number of shares of Common Stock as is determined in accordance with Section 3(b) below. At least 5 Business Days prior to effecting any Third Party Disposition, such Stockholder (the "Selling Stockholder") shall promptly cause the terms and conditions of the Third Party Disposition to be reduced to a reasonably detailed writing (which writing shall identify the third party purchaser and shall include the offer to each Included Stockholder to purchase or otherwise acquire its shares of Common Stock, according to the terms and subject to the conditions of this Section 3), and shall deliver, or cause the third party to deliver, written notice (the "Notice") of the terms of such Third Party Disposition to each Included Stockholder. The Notice shall be accompanied by a true and correct copy of the agreement, if any, embodying the terms and conditions of the proposed Third Party Disposition or such written summary thereof if there is no agreement. At any time after receipt of the Notice (but in no event later than 5 Business Days after receipt), each Included Stockholder may accept the offer included in the Notice for up to such number of its shares of Common Stock, as determined in accordance with the provisions of Section 3(b) below, by furnishing irrevocable written notice of such acceptance to the Selling Stockholder and to the third party. It is understood, however, that the Included Stockholder shall not be required to sell its shares if the Third Party Disposition is not consummated by the Selling Stockholder.
Tag-Along Right. Subject to the foregoing, after the expiration of the Offer Period, if none of the Offeree Partners have accepted the Offer and the Offering Partner should desire to Transfer its Interest (which may be Transferred in whole but not in part) to a Transferee, other than a Transfer to an Affiliate of such Partner, if the Offering Partner wishes to Transfer its Interest to any Person (other than an Affiliate of such Offering Partner) (a “Tag Along Transfer”), the Offering Partner shall comply with the requirements of this Section 8.1(d).
Tag-Along Right. If Xxxxxxx X. Xxxxxxx or any affiliate thereof (collectively, "Xxxxxxx") proposes to sell, to a Third Party Purchaser (as defined below) in one transaction or in a series of related transactions ( a "Tag Along Sale") either (i) more than 50% of his equity interest in the Company or (ii) control of the Company, then the Participant shall have the right (the "Tag Along Right") to participate in such Tag Along Sale on the following terms:
Tag-Along Right. (a) Subject to the terms and conditions set forth in this Section 4.1, if, at any time after the date of this Agreement, any member of the Xxxxxx Group (a "Selling Stockholder") proposes to Transfer to any Person(s), including TCI or any of its Affiliates (the "Prospective Purchaser"), any TCI High Vote Shares of any class or series, other than in an Exempt Transfer, such Selling Stockholder shall not consummate or enter into a binding agreement to consummate such sale unless the Prospective Purchaser, one or more members of the Xxxxxx Group, any other Person or Persons designated by JCM or any combination of the foregoing (in any such case, the "Buyers") shall offer to purchase TCI High Vote Shares of the same class or series that were Beneficially Owned by any one or more members of the Xxxxxxx Group as of the date of the applicable Tag-Along Notice and that at all times thereafter continue to be owned by one or more members of the Xxxxxxx Group until sold pursuant to this Section ("Eligible Shares"). In no event will Eligible Shares include any TCI High Vote Shares the Beneficial Ownership of which is acquired after the date the Tag-Along Notice is given or which cease to be Beneficially Owned by a member of the Xxxxxxx Group at any time prior to the sale and purchase of such TCI High Vote Shares pursuant to this Section 4.1.
Tag-Along Right. If any Stockholder proposes to transfer shares of Equity Securities to any Person or Persons (the "Selling Stockholder") (other than pursuant to an effective registration statement under the Securities Act or Rule 144 and other than a disposition to an Affiliate), the Selling Stockholder shall notify each other Stockholder (each a "Tag Along Stockholder") in writing (the "Tag Along Notice") of such proposed transfer and its terms and conditions. Within thirty (30) days of receipt of a Tag Along Notice, each Tag Along Stockholder shall notify the Selling Stockholder if it elects to participate in such transfer ("Tag Along Right") and shall state the number of shares of Equity Securities that such Tag Along Stockholder desires to sell. Upon electing to transfer, each Tag Along Stockholder shall be obligated to sell, at the same price and on the same terms as the Selling Stockholder, the number of shares stated in its notice to the Selling Stockholder. Each Tag Along Stockholder may elect to sell such number of shares of Equity Securities as is equal to the aggregate number of shares of Equity Securities to be transferred in such transaction multiplied by a fraction, the numerator of which shall be the aggregate number of shares of Equity Securities held by such Tag Along Stockholder (calculated on a fully diluted basis) and the denominator of which shall be the aggregate number of shares of Equity Securities held by all transferors (calculated on a fully diluted basis). Each such Tag Along Stockholder shall agree to enter into a purchase agreement in form and substance approved by the Selling Stockholder to the extent such agreement shall contain customary representations and warranties. If the sale is not consummated within thirty (30) days following the delivery of the Tag Along Right, then each Tag Along Stockholder shall no longer be obligated to sell its shares of Equity Securities pursuant to such Tag Along Right but shall remain subject to the provisions of this Section 4.03 with respect to any subsequent proposed transfer described in this Section 4.03. In the event that the proposed transferee does not purchase all the shares of Equity Securities that the Tag Along Stockholder elects to sell pursuant to the foregoing on the same terms and conditions as the securities purchased from the Selling Stockholder, then the Selling Stockholder shall not be permitted to sell any securities to the proposed transferee. If no Tag Along Right is delivered by the ...
