Common use of Tag-Along Rights Clause in Contracts

Tag-Along Rights. (a) In the event that, at any time prior to the date on which the Company consummates a sale of shares of Common Stock in an initial public offering of shares of Common Stock registered pursuant to the Securities Act of 1933, as amended, the Acquiring Stockholder proposes to Transfer shares of Common Stock to a Third Party Purchaser, in a single Transfer or a series of related Transfers constituting a Company Sale (as defined in Section 3(f) below) then each Management Stockholder shall have the right, subject to Section 3(e) below (the “Tag-Along Right”) to require that the proposed Third Party Purchaser purchase from such Management Stockholder up to the number of whole shares of Common Stock (including any Restricted Shares issuable upon the exercise of Options that are vested as of the date of such Transfer, including any Options that vest as a result of the consummation of the Transfer to the Third Party Purchaser (collectively, the “Vested Options”)) equal to the number derived by multiplying (x) the total number of shares of Common Stock that the proposed Third Party Purchaser has agreed or committed to purchase, by (y) a fraction, the numerator of which is the total number of shares of Common Stock (including shares of Common Stock issuable upon exercise of Vested Options) owned by the Management Stockholder, and the denominator of which is the aggregate number of shares of Common Stock owned by all Acquiring Stockholders, the Management Stockholder and all other holders of Common Stock or Options (whether or not vested). The intent of this computation is to accord to the Management Stockholder the right to sell the same percentage of its holdings of Common Stock as the Acquiring Stockholder are entitled to sell in such a transaction. Any shares of Common Stock and Options purchased from the Management Stockholder pursuant to this Section 3(a) shall be purchased upon the same terms and conditions as such proposed Transfer by the selling Acquiring Stockholder(s).

Tag-Along Rights. (a) In the event that, at any time prior to the date on which the Company consummates becomes a sale of shares of Common Stock in an initial public offering of shares of Common Stock registered pursuant to the Securities Act of 1933, as amendedPublicly Listed Company, the Acquiring Stockholder proposes Carlyle Shareholders propose to Transfer shares of Common Stock to a Third Party PurchaserPurchaser (other than Transfers of shares to any affiliate of any Carlyle Shareholders, to any partner, member or shareholder of any Carlyle Shareholder upon liquidation of such Carlyle Shareholder or to any officer, employee, consultant, strategic investor or advisor of the Company or its affiliates), in a single Transfer or a series of related Transfers constituting a Company Sale (as defined in Section 3(f) below) Transfers, then each Management Stockholder Optionee shall have the right, subject to Section 3(e) below right (the “Tag-Along Right”) to require that the proposed Third Party Purchaser purchase from such Management Stockholder Optionee up to the number of whole shares of Common Stock Restricted Shares (including any Restricted Shares issuable upon the exercise in respect of all Vested Options that are vested as of the date of such Transfer, held by Optionee whether or not exercised and including any Options options that vest as a result of the consummation of the Transfer to the Third Party Purchaser (collectively, the “Vested Options”)Purchaser) equal to the number derived by multiplying (x) the total number of shares of Common Stock that the proposed Third Party Purchaser has agreed or committed to purchase, by (y) a fraction, the numerator of which is the total number of shares of Common Stock Restricted Shares (including shares any Restricted Shares issuable in respect of Common Stock issuable upon exercise all Vested Options held by Optionee whether or not exercised and including any options that vest as a result of Vested Optionsthe consummation of the Transfer to the Third Party Purchaser) owned by the Management StockholderOptionee, and the denominator of which is the aggregate number of shares of Common Stock owned by all Acquiring Stockholders, the Management Stockholder Carlyle Shareholders and all other holders of Common Stock or who have exercised a Tag-Along Right similar to the rights granted to Optionee in this Section 1 (the “Other Holders”) (including any Restricted Shares issuable in respect of all Vested Options (held by Optionee and the Other Holders whether or not vestedexercised and including any options that vest as a result of the consummation of the Transfer to the Third Party Purchaser); provided, that, unless otherwise agreed by the Company, the ratio of Restricted Shares to Vested Options that may be sold by Optionee pursuant to the Tag-Along Right shall be equal to the ratio of Restricted Shares to Vested Options held by Optionee. The intent of this computation is to accord to the Management Stockholder Optionee the right to sell the same percentage of its his or her holdings of Common Stock as the Acquiring Stockholder Carlyle Shareholders are entitled to sell in such a transaction, with such percentage being applied equally to the number of Restricted Shares and the number of Vested Options held by Optionee and the Other Holders. Any shares Restricted Shares purchased from Optionee pursuant to this Section 1 shall be purchased at the same price per share of Common Stock and Options purchased from the Management Stockholder pursuant to this Section 3(a) shall be purchased upon the same terms and conditions as such proposed Transfer by the selling Acquiring Stockholder(sCarlyle Shareholder(s).; provided that the Carlyle Shareholders or their Affiliates may be granted rights to participate on the board of directors of any successor or acquiror of the Company or any governance rights with respect thereto that are not given to Optionee. As used herein, “

Tag-Along Rights. (a) In the event that, at any time prior to the date on which the Company consummates that a sale of shares of Common Stock in an initial public offering of shares of Common Stock registered pursuant to the Securities Act of 1933, as amended, the Acquiring Carlyle Stockholder proposes to Transfer shares all or any portion of the Common Stock then held by such Carlyle Stockholder to a Third Party Purchaser, in a single Transfer or a series other than pursuant to an Exempt Transfer, each of related Transfers constituting a Company Sale the Xxxxxx Trusts and their respective Permitted Transferees (as defined in Section 3(fcollectively, the “Tag-Along Stockholders”) below) then each Management Stockholder shall have the right, subject to Section 3(e) below right (the “Tag-Along Right”) to require sell in their discretion up to the same percentage of such Tag-Along Stockholder’s Common Stock as all Carlyle Stockholders are proposing to sell in such a transaction by requesting that the proposed such Third Party Purchaser purchase from such Management Tag-Along Stockholder up to the number of whole shares of Common Stock (including any Restricted Shares issuable upon the exercise of Options that are vested as of the date of such Transfer, including any Options that vest as a result of the consummation of the Transfer to the Third Party Purchaser (collectively, the “Vested Options”)) equal to the number derived by multiplying (xi) the total number of shares of Common Stock that the proposed Third Party Purchaser has Purchaser(s) have agreed or committed to purchase, purchase by (yii) a fraction, the numerator of which is the total number of shares of Common Stock owned by such Tag-Along Stockholder (other than shares issuable upon the exercise of Vested Options of such Tag-Along Stockholder, but including unvested restricted shares of Common Stock issuable held by such Stockholder if the proposed Transfer would constitute a Company Sale and including any shares to be issued upon any exercise of Vested Options) owned by Options conditioned upon the Management Stockholderconsummation of the Transfer), and the denominator of which is the aggregate total number of shares of Common Stock owned by all Acquiring Stockholdersthen outstanding (other than shares issuable upon the exercise of then-outstanding Vested Options, the Management Stockholder and all other holders but including unvested restricted shares of Common Stock or then outstanding if the proposed Transfer would constitute a Company Sale and including any shares issuable upon the exercise of Vested Options (whether or not vestedconditioned upon the consummation of such Transfer). The intent of this computation is to accord to the Management Stockholder the right to sell the same percentage of its holdings of Common Stock as the Acquiring Stockholder are entitled to sell in such a transaction. Any shares of Common Stock and Options purchased from the Management Stockholder Tag-Along Stockholders pursuant to this Section 3(a5(a) shall be purchased upon the same terms and conditions (including timing of purchase and payment) as such proposed Transfer by the selling Acquiring Stockholder(s)such Carlyle Stockholder.

Tag-Along Rights. (a) In Except as otherwise provided in Sections 4.2 and 5.2, and provided none of the event thatoptions under Section 4.4 have been exercised, at with respect to any time prior to the date on which the Company consummates a sale proposed Disposition of any shares of Common Capital Stock in an initial public offering by any Investor or Additional Stockholder or a group of shares of Common Stock registered pursuant to the Securities Act of 1933Investors and Additional Stockholders (each individually a “Transferring Shareholder” and collectively, as amended, the Acquiring Stockholder proposes to Transfer shares of Common Stock “Transferring Shareholders”) to a Third Party person (such other person being hereafter referred to as the “Proposed Purchaser”), in a single Transfer or a series such Transferring Shareholder(s) shall be required to provide that each of related Transfers constituting a Company Sale the other Investors and Additional Stockholders (referred to herein collectively as defined in Section 3(f) below) then each Management Stockholder shall have the right, subject to Section 3(e) below (the “Tag-Along RightStockholders”) shall have the right to require that the proposed Third Party Proposed Purchaser to purchase from such Management Stockholder each of them up to the number of whole shares of Common Capital Stock (including any Restricted Shares Common Stock issuable upon the exercise of Options that are vested as of the date of any warrants or options) owned by each such Transfer, including any Options that vest as a result of the consummation of the Transfer to the Third Party Purchaser (collectively, the “Vested Options”)) Tag-Along Stockholder equal to the number derived by multiplying (x) the total number of shares of Capital Stock (including Common Stock issuable upon exercise of any warrants or options) that the proposed Third Party Purchaser has agreed or committed Transferring Shareholder(s) propose to purchase, sell by (y) a fraction, the numerator of which is shall be the total number of shares of Common Capital Stock (including shares of Common Stock issuable upon exercise of Vested Optionsany warrants or options) owned by the Management such Tag-Along Stockholder, and the denominator of which is shall be the aggregate total number of shares of Capital Stock (including Common Stock issuable upon exercise of any warrants or options) owned by all Acquiring Stockholders, the Management Stockholder Transferring Shareholder(s) and all other holders of Common Stock or Options (whether or not vested). The intent of this computation is to accord to the Management Stockholder the right to sell the same percentage of its holdings of Common Stock as the Acquiring Stockholder are entitled to sell in such a transactionTag-Along Stockholders. Any shares of Common Stock and Options purchased from the Management Stockholder Tag-Along Stockholders pursuant to this Section 3(a) 5.1 shall be purchased at the same price per share and otherwise at the same time and upon the same terms and conditions as such the proposed Transfer transfer by the selling Acquiring Stockholder(sTransferring Shareholder(s). For purposes of this Agreement, all consideration received or receivable by a Transferring Shareholder from the Proposed Purchaser (and/or its affiliates) or the Company, howsoever denominated, shall be deemed payment for the shares transferred by the Transferring Shareholder.

Tag-Along Rights. (a) In Subject to the event thatprior exercise of the Company's Call Right pursuant to Section 2(b), if the Seller Party at any time prior to the date on which the Company consummates a sale of shares of Common Stock in an initial public offering of shares of Common Stock registered pursuant to the Securities Act of 1933, as amended, the Acquiring Stockholder proposes to Transfer shares of Common Dex Capital Stock (or rights to acquire Dex Capital Stock) to a Third Party Purchaser, in a single Transfer or a series of related Transfers constituting a Company Sale (as defined Change in Section 3(f) below) Control, then each Management Stockholder shall have the right, subject to Section 3(e) below right (the “"Tag-Along Right”") to require that the proposed Third Party Purchaser purchase from such Management Stockholder up to the number of whole shares of Common Stock Restricted Shares (including any Restricted Shares issuable upon the exercise of Vested Options that are vested as of the date of such Transfer, including or any Options options that vest as a result of the consummation of the Transfer to the Third Party Purchaser (collectively, the “Vested Options”)Purchaser) equal to the number derived by multiplying (x) the total number of shares of Common Dex Capital Stock that the proposed Third Party Purchaser has agreed or committed to purchase, by (y) a fraction, the numerator of which is the total number of shares of Common Stock Restricted Shares (including shares of Common Stock any Restricted Shares issuable upon the exercise of Vested OptionsOptions (including options that vest as a result of the consummation of the Transfer to the Third Party Purchaser)) owned by the Management Stockholder, and the denominator of which is the aggregate number of shares of Common Dex Capital Stock owned by all Acquiring Stockholdersthe Seller Party, the Management Stockholder and all other holders of Common Dex Capital Stock or who have exercised a Tag-Along Right similar to the rights granted to the Management Stockholder in this Section 4 (including any Restricted Shares issuable upon the exercise of all Vested Options (whether or not vestedincluding options that vest as a result of the consummation of the Transfer to the Third Party Purchaser)). The intent of this computation is to accord to the Management Stockholder the right to sell the same percentage of its holdings of Common Dex Capital Stock as the Acquiring Stockholder are Seller Party is entitled to sell in such a transaction. Any shares of Common Stock and Options Restricted Shares purchased from the Management Stockholder pursuant to this Section 3(a4(a) shall be purchased upon the same terms and conditions as such proposed Transfer by the selling Acquiring Stockholder(s)Seller Party.

Tag-Along Rights. (a) In the event that, If a Principal Stockholder at any time prior to the date on which the Company consummates a sale of shares of Common Stock in an initial public offering of shares of Common Stock registered pursuant to the Securities Act of 1933, as amended, the Acquiring Stockholder proposes to Transfer shares of Common Stock (or rights to acquire Common Stock) to a Third Party PurchaserPurchaser (other than a Principal Stockholder), in a single Transfer or a series of related Transfers constituting a Company Sale (as defined Change in Section 3(f) below) Control, then each the Management Stockholder shall have the right, subject to Section 3(e) below right (the “Tag-Along Right”) to require that the Principal Stockholder may not consummate such Transfer unless the proposed Third Party Purchaser purchase purchases from such the Management Stockholder Stockholder, on the same terms and conditions as apply to the Principal Stockholder, up to the number of whole shares of Common Stock (including any Restricted Shares shares of Common Stock issuable upon the exercise of vested Options that are vested as of to the date extent the per share consideration offered by the Third Party Purchaser(s) is greater than the exercise price of such Transfer, rights to acquire Common Stock) (including any Options such options that vest as a result of the consummation of the Transfer to the Third Party Purchaser (collectively, the “Vested Options”Purchaser)) equal to the number derived by multiplying (x) the total number of shares of Common Stock that the proposed Third Party Purchaser has agreed or committed to purchase, by (y) a fraction, the numerator of which is the total number of shares of Common Stock (including any shares of Common Stock issuable upon the exercise of Vested vested Options) (including options that vest as a result of the consummation of the Transfer to the Third Party Purchaser)) owned by the Management Stockholder, and the denominator of which is the aggregate number of shares of Common Stock owned by all Acquiring Stockholdersthe Principal Stockholder (including shares issuable upon the exercise of rights to acquire Common Stock), the Management Stockholder and all other holders of Common Stock or Options (whether or not vested). The intent of this computation is who have exercised a Tag-Along Right similar to accord the rights granted to the Management Stockholder the right to sell the same percentage of its holdings of Common Stock as the Acquiring Stockholder in this Section 4 or are entitled to sell otherwise participating in such a transaction. Any transaction (including any shares of Common Stock and Options purchased from the Management Stockholder pursuant to this Section 3(a) shall be purchased issuable upon the same terms and conditions as such proposed Transfer exercise of vested Options to the extent the per share consideration offered by the selling Acquiring Stockholder(sThird Party Purchaser(s) is greater than the exercise price of such rights to acquire Common Stock) (including such options that vest as a result of the consummation of the Transfer to the Third Party Purchaser)).

Tag-Along Rights. (a) In Except as otherwise provided in Sections 9.2 or in the event thatPlan[, at and for so long (and only for so long) as the Recipient is employed by the Company], with respect to any time prior to the date on which the Company consummates a sale proposed Disposition of any shares of Common Capital Stock in an initial public offering by any Stockholder or a group of shares of Common Stock registered pursuant to the Securities Act of 1933, as amended, the Acquiring Stockholder proposes to Transfer shares of Common Stock Stockholders to a Third Party person (such other person being hereafter referred to as the “Proposed Purchaser”), such transferring Stockholder(s) shall be required to provide that the Recipient along with each of the other Stockholders having tag-along rights as provided in a single Transfer or a series of related Transfers constituting a Company Sale the Stockholders’ Agreement (referred to herein collectively as defined in Section 3(f) below) then each Management Stockholder shall have the right, subject to Section 3(e) below (the “Tag-Along RightStockholders”) shall have the right to require that the proposed Third Party Proposed Purchaser to purchase from such Management Stockholder each of them up to the number of whole shares of Common Capital Stock (including any Restricted Shares Common Stock issuable upon the exercise of Options that are vested as of the date of any warrants or options) owned by each such Transfer, including any Options that vest as a result of the consummation of the Transfer to the Third Party Purchaser (collectively, the “Vested Options”)) Tag-Along Stockholder equal to the number derived by multiplying (x) the total number of shares of Capital Stock (including Common Stock issuable upon exercise of any warrants or options) that the proposed Third Party Purchaser has agreed or committed transferring Stockholders propose to purchase, sell by (y) a fraction, the numerator of which is shall be the total number of shares of Common Capital Stock (including shares of Common Stock issuable upon exercise of Vested Optionsany warrants or options) owned by the Management such Tag-Along Stockholder, and the denominator of which is shall be the aggregate total number of shares of Capital Stock (including Common Stock issuable upon exercise of any warrants or options) owned by all Acquiring Stockholders, the Management Stockholder transferring Stockholders and all other holders of Common Stock or Options (whether or not vested). The intent of this computation is to accord to the Management Stockholder the right to sell the same percentage of its holdings of Common Stock as the Acquiring Stockholder are entitled to sell in such a transactionTag-Along Stockholders. Any shares of Common Stock and Options purchased from the Management Stockholder Tag-Along Stockholders pursuant to this Section 3(a) 10.1 shall be purchased at the same price per share and otherwise at the same time and upon the same terms and conditions as such the proposed Transfer transfer by the selling Acquiring Stockholder(s)transferring Stockholders. For purposes of this Agreement, all consideration received or receivable by a transferring Stockholder from the Proposed Purchaser (and/or its affiliates) or the Company, howsoever denominated, shall be deemed payment for the shares transferred by the transferring Stockholders.

Tag-Along Rights. (ai) In Except as otherwise provided in Sections 9.2 or in the event thatPlan, at or as may be prohibited by applicable law, with respect to any time prior to the date on which the Company consummates a sale proposed Disposition of any shares of Common Capital Stock in an initial public offering by any Stockholder or a group of shares of Common Stock registered pursuant to the Securities Act of 1933, as amended, the Acquiring Stockholder proposes to Transfer shares of Common Stock Stockholders to a Third Party person (such other person being hereafter referred to as the “Proposed Purchaser”), such transferring Stockholder(s) shall be required to provide that the Executive along with each of the other Stockholders having tag-along rights as provided in a single Transfer or a series of related Transfers constituting a Company Sale the Stockholders’ Agreement (referred to herein collectively as defined in Section 3(f) below) then each Management Stockholder shall have the right, subject to Section 3(e) below (the “Tag-Along RightStockholders”) shall have the right to require that the proposed Third Party Proposed Purchaser to purchase from such Management Stockholder each of them up to the number of whole shares of Common Capital Stock (including any Restricted Shares Common Stock issuable upon the exercise of Options that are vested as of the date of any warrants or options) owned by each such Transfer, including any Options that vest as a result of the consummation of the Transfer to the Third Party Purchaser (collectively, the “Vested Options”)) Tag-Along Stockholder equal to the number derived by multiplying (x) the total number of shares of Capital Stock (including Common Stock issuable upon exercise of any warrants or options) that the proposed Third Party Purchaser has agreed or committed transferring Stockholders propose to purchase, sell by (y) a fraction, the numerator of which is shall be the total number of shares of Common Capital Stock (including shares of Common Stock issuable upon exercise of Vested Optionsany warrants or options) owned by the Management such Tag-Along Stockholder, and the denominator of which is shall be the aggregate total number of shares of Capital Stock (including Common Stock issuable upon exercise of any warrants or options) owned by all Acquiring Stockholders, the Management Stockholder transferring Stockholders and all other holders of Common Stock or Options (whether or not vested). The intent of this computation is to accord to the Management Stockholder the right to sell the same percentage of its holdings of Common Stock as the Acquiring Stockholder are entitled to sell in such a transactionTag-Along Stockholders. Any shares of Common Stock and Options purchased from the Management Stockholder Tag-Along Stockholders pursuant to this Section 3(a) 10.1 shall be purchased at the same price per share and otherwise at the same time and upon the same terms and conditions as such the proposed Transfer transfer by the selling Acquiring Stockholder(s)transferring Stockholders. For purposes of this Agreement, all consideration received or receivable by a transferring Stockholder from the Proposed Purchaser (and/or its affiliates) or the Company, howsoever denominated, shall be deemed payment for the shares transferred by the transferring Stockholders.

Tag-Along Rights. (a) In Except as otherwise provided by Section 7(d), the event that, Frio Stockholders at any time prior to the date on which the Company consummates a sale of shares of Common Stock in an initial public offering of shares of Common Stock registered pursuant to the Securities Act of 1933, as amended, the Acquiring Stockholder proposes propose to Transfer shares any class of Common Stock Equity Securities (or rights to acquire Equity Securities ) to a Third Party PurchaserPurchaser (other than a Principal Stockholder), in a single Transfer or a series of related Transfers constituting a Company Sale (as defined in Section 3(f) below) more than 10% of the Equity Securities of such class held by the Frio Stockholders on the date immediately following the date this Agreement is first entered into, then each Management Stockholder shall have the right, subject to Section 3(e) below right (the “Tag-Along Right”) to require that the proposed Third Party Purchaser purchase from such Management Stockholder Stockholder, on the same terms and conditions as apply to the Frio Stockholders, up to the number of whole shares Restricted Shares of such class (including, in the case of a Transfer of Common Stock, any Common Stock (including any Restricted Shares issuable upon the exercise of Vested Options that are vested as of the date of such Transfer, (including any Options options that vest as a result of the consummation of the Transfer to the Third Party Purchaser (collectively, the “Vested Options”Purchaser)) equal to the number derived by multiplying (x) the total number of shares Equity Securities of Common Stock such class that the proposed Third Party Purchaser has agreed or committed to purchase, by (y) a fraction, the numerator of which is the total number of shares Restricted Shares of such class (including in the case of a Transfer of Common Stock (including Stock, any shares of Common Stock issuable upon the exercise of Vested OptionsOptions (including options that vest as a result of the consummation of the Transfer to the Third Party Purchaser)) owned by the Management Stockholder, and the denominator of which is the aggregate number of shares Equity Securities of Common Stock such class owned by all Acquiring Stockholdersthe Frio Stockholders (including shares issuable upon the exercise of rights to acquire Equity Securities of such class), the Management Stockholder and all other holders of Equity Securities of such class who have exercised a Tag-Along Right similar to the rights granted to the Management Stockholder in this Section 7 (including in the case of a Transfer of Common Stock, any shares of Common Stock or issuable upon the exercise of all Vested Options (whether or not vestedincluding options that vest as a result of the consummation of the Transfer to the Third Party Purchaser)). The For the avoidance of doubt, it is intended that the Tag-Along Right always be exercised on a class by class basis, and the intent of this computation is to accord to the Management Stockholder the right to sell the same percentage of its his or her direct and indirect holdings of Common Stock Equity Securities of such class as the Acquiring Stockholder Frio Stockholders are entitled to sell in such a transaction. Any shares of Common Stock and Options purchased from the Management Stockholder pursuant to this Section 3(a) shall be purchased upon the same terms and conditions as such proposed Transfer by the selling Acquiring Stockholder(s).

Tag-Along Rights. (a) In the event that, at any time prior to the date on which the Company consummates a sale of shares of Common Stock in an initial public offering of shares of Common Stock registered pursuant to the Securities Act of 1933, as amended, the Acquiring Stockholder proposes Carlyle Stockholders propose to Transfer shares of Common Stock to a Third Party Purchaser, in a single Transfer or a series of related Transfers constituting a Company Sale (as defined in Section 3(f4(d) below) ), then each Management Stockholder shall have the right, subject to Section 3(e) below right (the “Tag"TAG-Along Right”ALONG RIGHT") to require that the proposed Third Party Purchaser purchase from such Management Stockholder up to the number of whole shares of Common Stock (including any Restricted Shares issuable upon the exercise of Options that are vested as of the date of such Transfer, including any Options that vest as a result of the consummation of the Transfer to the Third Party Purchaser (collectively, the “Vested Options”)) equal to the number derived by multiplying (x) the total number of shares of Common Stock that the proposed Third Party Purchaser has agreed or committed to purchase, by BY (y) a fraction, the numerator of which is the total number of Restricted Shares (other than shares of Common Stock (including shares of Common Stock issued or issuable upon the exercise of Vested Optionsoptions) owned by the Management Stockholder, and the denominator of which is the aggregate number of shares of Common Stock (other than shares issued or issuable upon the exercise of options) owned by all Acquiring Carlyle Stockholders, the Management Stockholder and all other holders of Common Stock or Options who have exercised a Tag-Along Right similar to the rights granted to the Management Stockholder in this Section 4. (whether or not vested). The intent of this computation is to accord to the Management Stockholder the right to sell the same percentage of its holdings of Common Stock as the Acquiring Stockholder Carlyle Stockholders are entitled to sell in such a transaction). Any shares of Common Stock and Options Restricted Shares purchased from the Management Stockholder pursuant to this Section 3(a4(a) shall be purchased upon the same terms and conditions as such proposed Transfer by the selling Acquiring Carlyle Stockholder(s).

Tag-Along Rights. (a) In the event that, at any time prior to the date on which the Company consummates a sale of shares of Common Stock in an initial public offering of shares of Common Stock registered pursuant to the Securities Act of 1933, as amended, the Acquiring Stockholder proposes Tenaska Stockholders propose to Transfer shares of Common Stock (or shares of preferred stock convertible into Common Stock) to a Third Party PurchaserPurchaser (a “Tag-Along Transfer”), in a single Transfer or a series of related Transfers constituting a Company Sale (as defined in Section 3(f) below) then each Management Stockholder shall have the right, subject to Section 3(e) below right (the “Tag-Along Right”) to require that the proposed Third Party Purchaser purchase from such Management Stockholder up to the number of whole shares of Common Stock Restricted Securities (including any Restricted Shares Securities issuable upon the exercise of Options that are vested as of the date of such Transfer, including Vested Awards or any Options RSUs or SARs that vest as a result of the consummation of the Transfer to the Third Party Purchaser (collectively, the “Vested Options”)Purchaser) equal to the number derived by multiplying (x) the total number of shares of Common Stock (and/or shares of preferred stock convertible into Common Stock, measured on an as-if converted basis) that the proposed Third Party Purchaser has agreed or committed to purchase, by (y) a fraction, the numerator of which is the total number of shares of Common Stock Restricted Securities (including shares of Common Stock any Restricted Securities issuable upon exercise of Vested OptionsAwards (including SARs and RSUs that vest as a result of the consummation of the Transfer to the Third Party Purchaser)) owned by the Management Stockholder, and the denominator of which is the aggregate number of shares of Common Stock and preferred stock convertible into Common Stock (measured on an as-if converted basis) owned by all Acquiring Tenaska Stockholders, the Management Stockholder and all other holders of Common Stock or Options and/or preferred stock convertible into Common Stock that have exercised a Tag-Along Right similar to the rights granted to the Management Stockholder in this Section 4 (whether or not vestedincluding any Restricted Securities issuable upon exercise of all Vested Awards (including RSUs and SARs that vest as a result of the consummation of the Transfer to the Third Party Purchaser)). The intent of this computation is to accord to the Management Stockholder the right to sell the same percentage of its holdings of Common Stock as the Acquiring Stockholder Tenaska Stockholders are entitled to sell in such a transactiontransaction (including shares of preferred stock convertible into Common Stock, measured on an as-if converted basis). Any shares of Common Stock and Options Restricted Securities purchased from the Management Stockholder pursuant to this Section 3(a4(a) shall be purchased upon the same terms and conditions as such proposed Transfer by the selling Acquiring Tenaska Stockholder(s).

Tag-Along Rights. (a) In Except as otherwise provided in Section 11.2 or in the event thatPlan, at with respect to any time prior to the date on which the Company consummates a sale proposed Disposition of any shares of Common Capital Stock in an initial public offering by any Stockholder or a group of shares of Common Stock registered pursuant to the Securities Act of 1933, as amended, the Acquiring Stockholder proposes to Transfer shares of Common Stock Stockholders to a Third Party person (such other person being hereafter referred to as the “Proposed Purchaser”), such transferring Stockholder(s) shall be required to provide that the Recipient along with each of the other Stockholders having tag-along rights as provided in a single Transfer or a series of related Transfers constituting a Company Sale the Stockholders’ Agreement (referred to herein collectively as defined in Section 3(f) below) then each Management Stockholder shall have the right, subject to Section 3(e) below (the “Tag-Along RightStockholders”) shall have the right to require that the proposed Third Party Proposed Purchaser to purchase from such Management Stockholder each of them up to the number of whole shares of Common Capital Stock (including any Restricted Shares Common Stock issuable upon the exercise of Options that are vested as of the date of any warrants or options) owned by each such Transfer, including any Options that vest as a result of the consummation of the Transfer to the Third Party Purchaser (collectively, the “Vested Options”)) Tag-Along Stockholder equal to the number derived by multiplying (x) the total number of shares of Capital Stock (including Common Stock issuable upon exercise of any warrants or options) that the proposed Third Party Purchaser has agreed or committed transferring Stockholders propose to purchase, sell by (y) a fraction, the numerator of which is shall be the total number of shares of Common Capital Stock (including shares of Common Stock issuable upon exercise of Vested Optionsany warrants or options) owned by the Management such Tag-Along Stockholder, and the denominator of which is shall be the aggregate total number of shares of Capital Stock (including Common Stock issuable upon exercise of any warrants or options) owned by all Acquiring Stockholders, the Management Stockholder transferring Stockholders and all other holders of Common Stock or Options (whether or not vested). The intent of this computation is to accord to the Management Stockholder the right to sell the same percentage of its holdings of Common Stock as the Acquiring Stockholder are entitled to sell in such a transactionTag-Along Stockholders. Any shares of Common Stock and Options purchased from the Management Stockholder Tag-Along Stockholders pursuant to this Section 3(a) 12.1 shall be purchased at the same price per share and otherwise at the same time and upon the same terms and conditions as such the proposed Transfer transfer by the selling Acquiring Stockholder(s)transferring Stockholders. For purposes of this Agreement, all consideration received or receivable by a transferring Stockholder from the Proposed Purchaser (and/or its affiliates) or the Company, howsoever denominated, shall be deemed payment for the shares transferred by the transferring Stockholders.