Common use of Tag-Along Right Clause in Contracts

Tag-Along Right. (a) At least 30 days prior to any Transfer of Units by any Onex Investor (the "INITIATING EQUITYHOLDER"), such Initiating Equityholder shall deliver a written notice (the "SALE NOTICE") to each other Equityholder (including any other Onex Investor), specifying in reasonable detail the identity of the prospective transferee(s), the number of Units to be transferred, the price per Unit to be paid for such Units, and the other terms and conditions of the Transfer. Each of such other Equityholders may elect to participate in the contemplated Transfer at the same price per share and on the same terms by delivering written notice to the Initiating Equityholder within 15 days after delivery of the Sale Notice (each such electing Equityholder is a "PARTICIPATING EQUITYHOLDER"). Each Participating Equityholder will be entitled and obligated to sell in the contemplated Transfer, at the price per Units and on the same terms, a number of Units equal to such Participating Equityholder's Tag-Along Percentage of the number of Units proposed to be transferred by the Initiating Equityholder and the number of Units to be transferred by the Initiating Equityholder in such contemplated Transfer shall be reduced by the number of Units to be transferred by the Participating Equityholders (unless the Initiating Equityholder purchases such Units directly from the Participating Equityholders pursuant to Section 5.1(b)), simultaneously with and conditioned upon the closing of the sale by the Initiating Equityholder. The Initiating Equityholder may abandon the contemplated Transfer at any time prior to its closing without any liability or obligation under this Section 5.1. A

Tag-Along Right. (a) At least 30 days prior In the event that the Selling Principal Stockholders propose to enter into a transaction or series of related transactions (collectively, the “Tag Along Transaction”), pursuant to which the Selling Principal Stockholders shall transfer to any Transfer transferee shares of Units Common Stock constituting more than 50% of the then outstanding shares of Capital Stock held by any Onex Investor (all the "INITIATING EQUITYHOLDER"Principal Stockholders, and the Selling Principal Stockholders do not elect, or do not have the right to elect, to require the sale of the Shares of the Purchaser pursuant to Section 5.4(a), such Initiating Equityholder Selling Principal Stockholders shall deliver a written notice (notify the "SALE NOTICE") to each other Equityholder (including any other Onex Investor), specifying Purchaser in reasonable detail writing of such proposed Transfer and its terms and conditions. Within 10 calendar days after the identity date of the prospective transferee(s)such notice, the number of Units Purchaser shall notify the Selling Principal Stockholders in writing if the Purchaser elects to be transferredparticipate in such Transfer. If the Purchaser fails to notify the Selling Principal Stockholders within such 10 calendar day period, the price per Unit Purchaser shall be deemed to be paid for such Units, and have waived its rights hereunder. If the other terms and conditions of Purchaser notifies the Transfer. Each of such other Equityholders may elect Selling Principal Stockholders that it intends to participate in the contemplated Transfer Tag Along Transaction, the Purchaser shall have the right to sell at the same price per share and on the same terms by delivering written notice to and conditions as the Initiating Equityholder within 15 days after delivery of the Sale Notice (each such electing Equityholder is a "PARTICIPATING EQUITYHOLDER"). Each Participating Equityholder will be entitled and obligated to sell in the contemplated Transfer, at the price per Units and on the same termsSelling Principal Stockholders, a number of Units shares of Common Stock equal to such Participating Equityholder's Tag-Along Percentage the shares of Common Stock the third party actually proposes to purchase from the Selling Principal Stockholders multiplied by the Proportionate Percentage. Nothing in this Section 5.5 shall be construed to limit the ability of the number Selling Principal Stockholders to complete the Transfer prior to the passage of Units proposed 15 calendar days, provided that sufficient provision is made to be transferred permit the Purchaser to complete the sale of his or her stock hereunder within 10 calendar days of the election by the Initiating Equityholder and the number of Units Purchaser to be transferred by the Initiating Equityholder in exercise such contemplated Transfer shall be reduced by the number of Units to be transferred by the Participating Equityholders (unless the Initiating Equityholder purchases such Units directly from the Participating Equityholders pursuant to Section 5.1(b)), simultaneously with and conditioned upon the closing of the sale by the Initiating Equityholder. The Initiating Equityholder may abandon the contemplated Transfer at any time prior to its closing without any liability or obligation under this Section 5.1. Arights.

Tag-Along Right. (a) At least 30 days prior to any Transfer of Units Shares by any Onex Investor (the "INITIATING EQUITYHOLDER"“Initiating Stockholder”), such Initiating Equityholder Stockholder shall deliver a written notice (the "SALE NOTICE"“Sale Notice”) to each other Equityholder Stockholder (including any other Onex Investor), specifying in reasonable detail the identity of the prospective transferee(s), the number and type of Units Shares to be transferred, the price per Unit Share to be paid for such UnitsShares, and the other terms and conditions of the Transfer. Each of such other Equityholders Stockholders who own Shares of the type identified in the Sale Notice may elect to participate in the contemplated Transfer at the same price per share Share and on the same terms by delivering written notice to the Initiating Equityholder Stockholder within 15 days after delivery of the Sale Notice (each such electing Equityholder Stockholder is a "PARTICIPATING EQUITYHOLDER"“Participating Stockholder”). Each Participating Equityholder Stockholder will be entitled and obligated to sell in the contemplated Transfer, at the price per Units Share and on the same terms, a number and type of Units Shares up to or equal to such Participating Equityholder's Stockholder’s Tag-Along Percentage of the number of Units Shares proposed to be transferred by the Initiating Equityholder Stockholder and the number of Units Shares to be transferred by the Initiating Equityholder Stockholder in such contemplated Transfer shall be reduced by the number of Units Shares to be transferred by the Participating Equityholders Stockholders (unless the Initiating Equityholder Stockholder purchases such Units Shares directly from the Participating Equityholders Stockholders pursuant to Section 5.1(b)), simultaneously with and conditioned upon the closing of the sale by the Initiating EquityholderStockholder). However, the contemplated Transfer may provide for payment in securities, or a combination of cash and securities, to all Participating Stockholders that are accredited investors within the meaning of Regulation D under the Securities Act and in cash to Participating Stockholders that are not accredited investors or may provide Participating Stockholders that are accredited investors with the option to receive securities, or a combination of cash and securities, or cash while Participating Stockholders that are not accredited investors receive cash. The Initiating Equityholder Stockholder may abandon the contemplated Transfer at any time prior to its closing without any liability or obligation under this Section 5.1. AA Participating Stockholder’s “

Tag-Along Right. (a) At least 30 20 days prior to any Transfer of Units (other than an Exempt Transfer) by any Onex Investor of 10% or more of the aggregate number of Shares owned by the Onex Investor as of the date of this Agreement in a single transaction or series of related transactions (the "INITIATING EQUITYHOLDERSTOCKHOLDER"), such Initiating Equityholder Stockholder shall deliver a written notice (the "SALE NOTICE") to each other Equityholder (including any other Onex Other Investor), specifying in reasonable detail the identity of the prospective transferee(spurchaser(s), the number of Units Shares to be transferred, the price per Unit Share to be paid for such UnitsShares, and and, in reasonable detail, the other terms and conditions of the Transfer. Each of such other Equityholders Other Investor may elect to participate in the contemplated Transfer at the same price per share and on the same terms by delivering written notice to the Initiating Equityholder Stockholder within 15 ten days after delivery of the Sale Notice (each such electing Equityholder Other Investor is a "PARTICIPATING EQUITYHOLDERSTOCKHOLDER"). Each Participating Equityholder Stockholder will be entitled and obligated to sell in the contemplated Transfer, at the price per Units Share and on the same termsterms and conditions, a number of Units Shares equal to such Participating EquityholderStockholder's Tag-Along Percentage (as defined below) of the number of Units Shares proposed to be transferred by the Initiating Equityholder Stockholder and the number of Units Shares to be transferred by the Initiating Equityholder Stockholder in such contemplated Transfer shall be reduced by the number of Units Shares to be transferred by the Participating Equityholders Stockholders (unless the Initiating Equityholder Stockholder purchases such Units Shares directly from the Participating Equityholders Stockholders pursuant to Section 5.1(b)), simultaneously with and conditioned upon the closing of the sale by the Initiating EquityholderStockholder. However, the contemplated Transfer may provide for payment in securities, or a combination of cash and securities, to all Stockholders that are accredited investors within the meaning of Regulation D under the Securities Act and in cash to Stockholders that are not accredited investors or may provide Stockholders that are accredited investors with the option to receive Securities, or a combination of cash and securities, or cash while Stockholders that are not accredited investors receive cash. The Initiating Equityholder Stockholder may abandon the contemplated Transfer at any time prior to its closing without any liability or obligation under this Section 5.1. AA Participating Stockholder's "TAG-ALONG PERCENTAGE" is the quotient obtained by dividing (i) the number of Shares owned by such Participating Stockholder at the time of such Transfer, by (ii) the sum of the aggregate number of Shares owned by the Stockholders at the time of such Transfer (including the Initiating Stockholder) and, without duplication, all other holders having co-sale rights with respect to such Transfer.

Tag-Along Right. (a) At least 30 days prior If any Stockholder proposes to transfer shares of Equity Securities to any Transfer of Units by any Onex Investor Person or Persons (the "INITIATING EQUITYHOLDER"), such Initiating Equityholder shall deliver “Selling Stockholder”) (other than pursuant to an effective registration statement under the Securities Act or Rule 144 and other than a written notice (the "SALE NOTICE") disposition to each other Equityholder (including any other Onex Investor), specifying in reasonable detail the identity of the prospective transferee(san Affiliate), the number Selling Stockholder shall notify each other Stockholder (each a “Tag Along Stockholder”) in writing (the “Tag Along Notice”) of Units to be transferred, the price per Unit to be paid for such Units, proposed transfer and the other its terms and conditions conditions. Within thirty (30) days of receipt of a Tag Along Notice, each Tag Along Stockholder shall notify the Transfer. Each of such other Equityholders may elect Selling Stockholder if it elects to participate in such transfer (“Tag Along Right”) and shall state the contemplated Transfer 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 per share and on the same terms by delivering written as the Selling Stockholder, the number of shares stated in its notice to the Initiating Equityholder 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 15 thirty (30) days after following the delivery of the Sale Notice (Tag Along Right, then each such electing Equityholder is a "PARTICIPATING EQUITYHOLDER"). Each Participating Equityholder will Tag Along Stockholder shall no longer be entitled and 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 contemplated Transfer, at event that the price per Units and 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 termsterms and conditions as the securities purchased from the Selling Stockholder, a number of Units equal then the Selling Stockholder shall not be permitted to such Participating Equityholder's Tag-sell any securities to the proposed transferee. If no Tag Along Percentage Right is delivered by the end of the number 30 days referred to above and provided that no Stockholder Notice is delivered in accordance with section 4.02 above, the Selling Stockholder shall have the right for a 30 (thirty) day period thereafter to transfer the securities to the proposed transferee on the terms and conditions stated in the Tag Along Notice and in accordance with the provisions of Units proposed to be transferred by the Initiating Equityholder and the number of Units to be transferred by the Initiating Equityholder in such contemplated Transfer shall be reduced by the number of Units to be transferred by the Participating Equityholders (unless the Initiating Equityholder purchases such Units directly from the Participating Equityholders pursuant to Section 5.1(b)), simultaneously with and conditioned upon the closing of the sale by the Initiating Equityholder. The Initiating Equityholder may abandon the contemplated Transfer at any time prior to its closing without any liability or obligation under this Section 5.1. A4.03.

Tag-Along Right. (a) At least 30 days prior to any Transfer of Units Shares by any Onex Investor (the "INITIATING EQUITYHOLDERSTOCKHOLDER"), such Initiating Equityholder Stockholder shall deliver a written notice (the "SALE NOTICE") to each other Equityholder Stockholder (including any other Onex Investor), specifying in reasonable detail the identity of the prospective transferee(s), the number and type of Units Shares to be transferred, the price per Unit Share to be paid for such UnitsShares, and the other terms and conditions of the Transfer. Each of such other Equityholders Stockholders who own Shares of the type identified in the Sale Notice may elect to participate in the contemplated Transfer at the same price per share Share and on the same terms by delivering written notice to the Initiating Equityholder Stockholder within 15 days after delivery of the Sale Notice (each such electing Equityholder Stockholder is a "PARTICIPATING EQUITYHOLDERSTOCKHOLDER"). Each Participating Equityholder Stockholder will be entitled and obligated to sell in the contemplated Transfer, at the price per Units Share and on the same terms, a number and type of Units Shares equal to such Participating EquityholderStockholder's Tag-Along Percentage of the number of Units Shares proposed to be transferred by the Initiating Equityholder Stockholder and the number of Units Shares to be transferred by the Initiating Equityholder Stockholder in such contemplated Transfer shall be reduced by the number of Units Shares to be transferred by the Participating Equityholders Stockholders (unless the Initiating Equityholder Stockholder purchases such Units Shares directly from the Participating Equityholders Stockholders pursuant to Section 5.1(b)), simultaneously with and conditioned upon the closing of the sale by the Initiating EquityholderStockholder). However, the contemplated Transfer may provide for payment in securities, or a combination of cash and securities, to all Participating Stockholders that are accredited investors within the meaning of Regulation D under the Securities Act and in cash to Participating Stockholders that are not accredited investors or may provide Participating Stockholders that are accredited investors with the option to receive securities, or a combination of cash and securities, or cash while Participating Stockholders that are not accredited investors receive cash. The Initiating Equityholder Stockholder may abandon the contemplated Transfer at any time prior to its closing without any liability or obligation under this Section 5.1. AA Participating Stockholder's "TAG-ALONG PERCENTAGE" is the quotient obtained by dividing the number of Shares of the type identified in the Sale Notice owned by such Participating Stockholder by the sum of the aggregate number of Shares of the type identified in the Sale Notice owned by the Stockholders (including the Initiating Stockholder) and, without duplication, all other holders having co-sale rights with respect to such Transfer.

Tag-Along Right. (a) At least 30 days prior If any Stockholder proposes to transfer shares of Equity Securities to any Transfer of Units by any Onex Investor Person or Persons (the "INITIATING EQUITYHOLDERSelling Stockholder") (other than pursuant to an effective registration statement under the Securities Act or Rule 144 and other than a disposition to an Affiliate), such Initiating Equityholder the Selling Stockholder shall deliver notify each other Stockholder (each a written notice "Tag Along Stockholder") in writing (the "SALE NOTICETag 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 each other Equityholder participate in such transfer (including any other Onex Investor), specifying in reasonable detail the identity of the prospective transferee(s), "Tag Along Right") and shall state the number of Units shares of Equity Securities that such Tag Along Stockholder desires to sell. Upon electing to transfer, each Tag Along Stockholder shall be transferredobligated to sell, the price per Unit to be paid for such Units, and the other terms and conditions of the Transfer. Each of such other Equityholders may elect to participate in the contemplated Transfer at the same price per share and on the same terms by delivering written as the Selling Stockholder, the number of shares stated in its notice to the Initiating Equityholder 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 15 thirty (30) days after following the delivery of the Sale Notice (Tag Along Right, then each such electing Equityholder is a "PARTICIPATING EQUITYHOLDER"). Each Participating Equityholder will Tag Along Stockholder shall no longer be entitled and 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 contemplated Transfer, at event that the price per Units and 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 termsterms and conditions as the securities purchased from the Selling Stockholder, a number of Units equal then the Selling Stockholder shall not be permitted to such Participating Equityholder's Tag-sell any securities to the proposed transferee. If no Tag Along Percentage Right is delivered by the end of the number 30 days referred to above and provided that no Stockholder Notice is delivered in accordance with section 4.02 above, the Selling Stockholder shall have the right for a 30 (thirty) day period thereafter to transfer the securities to the proposed transferee on the terms and conditions stated in the Tag Along Notice and in accordance with the provisions of Units proposed to be transferred by the Initiating Equityholder and the number of Units to be transferred by the Initiating Equityholder in such contemplated Transfer shall be reduced by the number of Units to be transferred by the Participating Equityholders (unless the Initiating Equityholder purchases such Units directly from the Participating Equityholders pursuant to Section 5.1(b)), simultaneously with and conditioned upon the closing of the sale by the Initiating Equityholder. The Initiating Equityholder may abandon the contemplated Transfer at any time prior to its closing without any liability or obligation under this Section 5.1. A4.03.