Common use of Tag-Along Right Clause in Contracts

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. If the Offeree decides not to exercise its right of first offer as set forth in paragraph (ac) In addition of this Clause Fifth, the Offeree may, during the sixty (60) days period provided for in paragraph (c)(v) of Clause Fifth, elect to sell its Shares and/or its interest in the requirements of Section 2 hereof (Ownership and Voting Trust, other than those subject to the second sentence Public Placement, with the Shares of Section 1(c))the Offeror, no Stockholder shall Transfer any Common Stockprovided that the Offeree communicates such election in writing to the Offeror. If the Offeree exercises such right, in the Offeror shall, along with the offer of its Shares to a single transaction or related series of transactions, to any third party in accordance with paragraph (c)(iii) of Clause Fifth, offer the shares owned by the Offeree under the same terms and conditions, such that the Offeror may only accept offers from third parties for the total number of Shares held by itself and by the Offeree and may not sell or otherwise transfer its Shares unless (i) such sale or transfer includes the Shares of the Offeree and (ii) the price, payment conditions and other terms and conditions of such sale are identical or more convenient to the Offeror and to the Offeree than the ones indicated in the offer made to the Offeree pursuant to paragraph (c)(ii) of Clause Fifth. Any joint sale pursuant to this paragraph shall be consummated within the ninety (90) days following the date on which the Offeree gave notice to the Offeror of its decision to exercise its rights pursuant to this paragraph. In order to consummate the sale, transfer or other disposition the Offeror shall, at least fifteen (15) days before the "Third Party Disposition") sale, give written notice 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 Offeree of the Third Party Disposition date, time and place where the sale of the Shares to be reduced to a reasonably detailed writing (which writing shall identify the third party purchaser and shall include will take place. If the offer Offeree elects not sell its Shares 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 deliveron the date, written notice (time and place indicated, 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 agreementOfferor may sell or, if anyit so decides, 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 not sell 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 Shares to the third party. It is understoodThe failure by the Offeree to join the sale shall be considered a violation of this Shareholders Agreement and shall grant the Offeror with the additional right to demand the Offeree to comply with its obligation to sell plus the payment of a penalty in an amount in Pesos equivalent to US$30,000,000 for each month or partial month of delay. If, howeverafter such ninety (90) days period, that the Included Stockholder joint sale of the Shares of the Offeror and the Offeree to a third party has not been consummated, the Offeror shall not sell, assign, transfer or alienate its Shares without first again complying with the procedures relating to the exercise of the right of first offer as provided under paragraph (c) of Clause Fifth of this Shareholders Agreement. In any event, the Party wishing to sell its Shares shall not be required entitled to force the other Party to sell its shares if Shares together with the Third Shares of the Party Disposition is not consummated by the Selling Stockholderwho wishes to sell (there will be no drag-along right).

Tag-Along Right. (a) In addition to the requirements of Section 2 hereof (and subject to the second sentence of Section 1(c)), no No Existing Stockholder shall Transfer any directly or indirectly sell, transfer or otherwise dispose of Stock, which after giving effect to all prior sales, transfers or other dispositions from and after the date hereof by the Existing Stockholder constitutes more than twenty percent (20%) of the Common StockStock owned by all Existing Stockholders on the date hereof, 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")Purchaser, to include in such Third Party Disposition such number of shares of Common Stock or Convertible Preferred Stock as is determined in accordance with Section 3(b1(b) below. At least 5 Business Days 45 days prior to effecting any Third Party Disposition, such selling Existing Stockholder (the "Selling Existing 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 Purchaser to purchase or otherwise acquire its shares of Common Stock or Convertible Preferred Stock, as the case may be, according to the terms and subject to the conditions of this Section 31), 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 StockholderPurchaser. 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 10 Business Days after receipt), each Included Stockholder Purchaser may accept the offer included in the Notice for up to such number of its shares of Common Stock or Convertible Preferred Stock, as the case may be, as determined in accordance with the provisions of Section 3(b1(b) below, by furnishing irrevocable written notice of such acceptance to the Selling Existing 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. (a) In addition Prior to the requirements consummation by FSEP IV of any sale of all or any portion of its interest in the Company (the "FS Shares") to any person (other than a Permitted Transferee) (a "Third Party"), FSEP IV and/or Xxxxxx Xxxxxxx shall cause each bona fide offer from such Third Party to purchase such FS Shares from FSEP IV (an "FS Third-Party Offer") to be reduced to writing and shall send written notice of such FS Third-Party Offer (the "FS Initial Offer Notice") to Optionee. Each FS Third-Party Offer shall include an offer to purchase Shares from Optionee in the amounts determined in accordance with Section 2 hereof (9(b), at the same time, at the same price and subject on the same terms as the sale by FSEP IV and, if applicable, Xxxxxx Xxxxxxx, to the second sentence of Section 1(c))Third Party, no Stockholder shall Transfer any Common Stock, in a single transaction or related series of transactions, and according 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 StockholderAgreement. The FS Initial Offer Notice shall be accompanied by a true and correct copy of the agreementFS Third-Party Offer. If any Optionee desires to accept the offer contained in the FS Initial Offer Notice, if anysuch Optionee shall furnish written notice to FSEP IV, embodying the terms and conditions of the proposed Third Party Disposition or such written summary thereof if there is no agreement. At any time within 20 days after its receipt of the Notice (but in no event later than 5 Business Days after receipt)FS Initial Offer Notice, each Included Stockholder may accept indicating such Optionee's irrevocable acceptance of the offer included in the FS Initial Offer Notice for up and setting forth the maximum number of Shares such Optionee agrees to sell to the Third Party (the "FS Acceptance Notice"). If such Optionee does not furnish an FS Acceptance Notice to FSEP IV in accordance with these provisions by the end of such 20-day period, such Optionee shall be deemed to have irrevocably rejected the offer contained in the FS Initial Offer Notice. All Shares set forth in the FS Acceptance Notice of such Optionee together with the Shares proposed to be sold by FSEP IV and, if applicable, Xxxxxx Xxxxxxx to the Third Party are referred to collectively as "All Offered Shares". Within three days after the date on which the Third Party informs FSEP IV of the total number of Shares which such Third Party has agreed to purchase in accordance with the terms specified in the FS Initial Offer Notice, FSEP IV shall send written notice (the "FS Final Notice") to such Optionee setting forth the number of its shares of Common Stock, Shares such Optionee shall sell to the Third Party as determined in accordance with Section 9(b), which number shall not exceed the provisions maximum number specified by such Optionee in its FS Acceptance Notice. Within five days after the date of Section 3(bthe FS Final Notice (or such shorter period as may reasonably be requested by FSEP IV to facilitate the sale), such Optionee shall furnish to FSEP IV (i) belowa written undertaking to deliver, upon the consummation of the sale of Shares to the Third Party as indicated in the FS Final Notice, the certificates representing the Shares held by furnishing irrevocable written notice such Optionee which will be transferred pursuant to such FS Third-Party Offer (such shares shall be referred to herein as the "Optionee Included Shares") and (ii) a limited power-of-attorney authorizing FSEP IV to transfer the Optionee Included Shares pursuant to the terms of such acceptance to the Selling Stockholder FS Third- Party Offer. Each of FSEP IV, Xxxxxx Xxxxxxx, if applicable, and to the third party. It is understood, however, that the Included Stockholder such Optionee shall not be required to sell make representations and warranties in connection with such transfer with respect to its shares own authority to transfer and its title to the Shares transferred. In any such transaction, such Optionee will cooperate with FSEP IV, Xxxxxx Xxxxxxx, if applicable, and the Third Party Disposition is not consummated by Company to facilitate the Selling Stockholdertransaction.

Tag-Along Right. If a Stockholder or group of Stockholders (a“Seller”) In addition receives and wishes to the requirements of Section 2 hereof accept a bona fide written offer (and subject “Third Party Offer”) from an unrelated third party (“Buyer”) to the second sentence of Section 1(c)), no Stockholder shall Transfer any Common Stock, purchase in a single transaction or related a series of related transactions, to any third party unless all or a part of the terms shares of Common Stock owned by Seller (“Offered Shares”), and conditions the Offered Shares constitute a majority of such salethe outstanding shares of Common Stock of the Company, transfer or other disposition Seller shall deliver notice (the "Third Party Disposition"“Tag Notice”) to such third party shall contain an offer to each other Stockholder (each, an "Included “Optionee Stockholder"”), with a copy to include in such Company, setting forth the name and address of Buyer, the purchase price, all other terms of the Third Party Disposition Offer, and a description of the Optionee Stockholders’ rights pursuant to the next sentence. Any Optionee Stockholder may, by notice given to Seller within 10 days after delivery of the Tag Notice, require Seller (“Participation Right”) to reject the Third Party Offer, unless Buyer agrees with such Optionee Stockholder to purchase from such Optionee Stockholder, at the same price per share and otherwise on the same terms as Seller, in lieu of an equal number of the Offered Shares, a number of shares of Common Stock owned by such Optionee Stockholder bearing the same proportion to the number of Offered Shares 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 number of Optionee 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 ’s shares of Common Stock, according Stock bears 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") sum of the terms number of such Third Party Disposition to each Included Stockholdershares of Common Stock owned by Seller and all Optionee Stockholders exercising the Participation Right. The Tag 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.Offer

Tag-Along Right. (ai) In addition to the requirements of Section 2 hereof (and subject to the second sentence of Section 1(c)), no Stockholder If Investor Holdco shall Transfer any Common Stock, propose or offer in a single transaction or related series of transactions, transactions to Transfer any Company Shares to any third party unless Third Party, Investor Holdco shall promptly and acting in good faith (A) cause the terms and conditions of such sale, transfer or other disposition (the "Third Party Disposition") Offer to such third party shall contain an offer be reduced to each other Stockholder (eachwriting, an "Included Stockholder")specifying the Third Party, the proportion of Company Shares held by Investor Holdco proposed to include in such be transferred by Investor Holdco to the Third Party, the price to be paid by the 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 (for the "Selling Stockholder") shall promptly cause the Company Shares and all other material terms and conditions of the Third Party Disposition Offer, and (B) provide written notice (the “Tag-Along Notice”) of such Third Party Offer to be reduced to a reasonably detailed writing all of the Other Stockholders. The Tag-Along Notice shall (which writing shall identify the third party purchaser and shall include the w) contain an unconditional offer to each Included Stockholder by such Third Party to purchase or otherwise acquire its shares from each Other Stockholder such Other Stockholders’ Company Shares (which offer shall apply to such percentage of Common Stock, according such Company Shares held in the aggregate by each Other Stockholder that is equal to the terms relationship between (1) the Company Shares proposed to be Transferred by the Investor Holdco and subject to (2) the conditions aggregate number of this Section 3Company Shares held by Investor Holdco), and shall deliver, or cause simultaneously with the third party to deliver, written notice (the "Notice") of the terms of purchase by such Third Party Disposition of the applicable percentage of Investor Holdco’s Company Shares, on the same terms and conditions as the Third Party Offer, provided, that (A) no Other Stockholder shall be required to each Included make any representations or warranties other than representations, warranties or agreements regarding such Other Stockholder. The Notice ’s title to such Company Shares, and such Other Stockholder’s authority to sell such Company Shares, and (B) the aggregate amount of the liability of such Other Stockholder shall not exceed such Other Stockholder’s net proceeds from such proposed Transfer of Company Shares to such Third Party, (x) 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 Offer, (y) specify the Notice total Company Shares then owned by Investor Holdco and (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(bz) below, by furnishing irrevocable written notice of such acceptance to the Selling Stockholder and to the third party. It is understood, however, indicate that the Included Stockholder shall not be required to sell its shares if the Third Party Disposition Notice is not consummated by being delivered to the Selling StockholderOther Stockholders pursuant to this Section 2.03(g).

Tag-Along Right. (a) In addition to the requirements of Section 2 hereof (and subject to the second sentence of Section 1(c)), no No Initial Stockholder shall Transfer any Common Stock, in a single transaction or related series of transactions, to any third party unless the Transfer is a bona fide sale to a party which is not an Affiliate of Barneys or any Stockholder which was negotiated on an arms-length basis, and 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"), Socol to include in such Third Party Disposition such number of shares of Common Stock as is determined in accordance with Section 3(b2(b) below. At least 5 Business Days prior to effecting any Third Party Disposition, such Initial 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 Socol to purchase or otherwise acquire its his shares of Common Stock, according to the terms and subject to the conditions of this Section 32), 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 StockholderSocol. 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 Socol may accept the offer included in the Notice for up to such number of its his shares of Common Stock, as determined in accordance with the provisions of Section 3(b2(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 Socol shall not be required to sell its his shares if the Third Party Disposition is not consummated by the Selling Stockholder. If either Initial Stockholder is considering a possible Third Party Disposition pursuant to which Socol would have rights under this Section 2, such Initial Stockholder agrees that, as soon as reasonably possible after its receipt of an offer or proposal (other than ordinary broker inquiries) relating to such potential Third Party Disposition, it will forward information relating thereto to Socol. The Initial Stockholders further agree to discuss with and, to the extent in writing and requested by Socol, provide copies of their assessments and evaluations of such potexxxxx Third Party Disposition to Socol. Socol agrees that he will not effectuate any sale of his shares of Commxx Xxock to such potential purchaser other than in accordance with the provisions of this Section 2, unless the Initial Stockholders elect not to proceed with such Third Party Disposition.

Tag-Along Right. (a) In addition to the requirements of Section 2 hereof (and subject to the second sentence of Section 1(c)), no No Existing Stockholder shall Transfer any Common directly or indirectly sell, transfer or otherwise dispose of Stock, in a single transaction or related series of transactions, to any third party (other than those Transfers permitted by Section 1(b) hereof) 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")Purchaser, to include in such Third Party Disposition such number of shares of Common Stock or Convertible Preferred Stock as is determined in accordance with Section 3(b2(b) below; provided, however, that Section 1 and this Section 2 shall not apply to any public sales by an Existing Stockholder on the NASDAQ Stock Market or other securities exchange on which the Common Stock may be listed or any redemptions of Stock by Company. At least 5 Business Days 15 days prior to effecting any Third Party Disposition, such selling Existing Stockholder (the "Selling Existing 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 Purchaser to purchase or otherwise acquire its shares of Common Stock or Convertible Preferred Stock, as the case may be, according to the terms and subject to the conditions of this Section 32), 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 StockholderPurchaser. 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 10 Business Days after receipt), each Included Stockholder Purchaser may accept the offer included in the Notice for up to such number of its shares of Common Stock or Convertible Preferred Stock, as the case may be, as determined in accordance with the provisions of Section 3(b2(b) below, by furnishing irrevocable written notice of such acceptance to the Selling Existing 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.