Common use of Tag-Along Right Clause in Contracts

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.

Appears in 6 contracts

Samples: Stockholders' Agreement (Estate of Betsy Magness), Stockholders' Agreement (Magness Gary D), Stockholders' Agreement (Tele Communications Inc /Co/)

AutoNDA by SimpleDocs

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 EXHIBIT 7(M) 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.

Appears in 1 contract

Samples: Stockholders' Agreement (Malone John C)

AutoNDA by SimpleDocs
Time is Money Join Law Insider Premium to draft better contracts faster.