Tag-Along Option Clause Samples
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Tag-Along Option. Subject to Section 13.1(c) hereof, in the event that ▇▇▇▇▇▇ De Leeuw intends to voluntarily Transfer to another Person (other than to a Permitted Transferee or pursuant to a public offering) (such Person being the "Purchaser") any of its Class A Units, then ▇▇▇▇▇▇ De Leeuw shall deliver to the Company and each other Member a written notice (the "Tag Notice") stating that it intends to make such a Transfer and setting forth the terms and conditions of such proposed Transfer. During the 30-day period (the "Tag-Along Period") from and after the delivery of such notice to the Company and such other Members, each Member shall have the right to elect to sell to the Purchaser, and the Purchaser shall have the obligation to purchase from such Member, (i) such Member's Proportionate Percentage of the Class A Units being proposed to be sold pursuant to the notice on the terms and conditions set forth in the Tag Notice; and (ii) any Class B Units such Member elects to sell to the Purchaser up to such Member's Proportionate Percentage of the Class B Units at the fair market value of such Class B Units as interpolated based upon the price of the Class A Units set forth in the Tag Notice. In addition, if the proposed Transfer will result in a Change of Control (as defined in Schedule B to this Agreement), each Member shall have the right to elect to sell to the Purchaser, and the Purchaser shall have the obligation to purchase from such Member, any Class C Units and Class D Units such Member elects to sell to the Purchaser up to such Member's Proportionate Percentage of the Class C Units or Class D Units, as the case may be, at the fair market value of such Class C or D Units, as the case may be, as interpolated based on the price of the Class A Units set forth in the Tag Notice, provided that the aggregate price for all such Class C and Class D Units which Members shall have a right to sell pursuant to this Section 14.1 shall not exceed that percentage of the value that the Purchaser would have paid for all Class A and B Units which would have been sold pursuant to this Section 14.1 but for the provisions of this sentence as (x) the fair market value of all Class C and D Units bears to (y) the fair market value of all Units of all classes, in each case as interpolated based on the value of the Class A Units as set forth in the Tag Notice. In the event that the value of the Class C and D Units that Members wish to sell exceeds the value that is permitted to be sold purs...
Tag-Along Option. 12.1 If, as at the date of the Transfer Notice, the Remaining Shares constitute not less than fifty point one percent (50.1%) of the Shares then in issue, prior to selling the Remaining Shares to the Third-Party Buyer, the Seller must offer a right to all other Shareholders to sell their Shares to the Third-Party Buyer on the same terms (the “Tag-Along Option”) by issuing a notice in writing (the “Tag-Along Notice”). The Seller must specify in the Tag-Along Notice:
(a) the total number and class of the Remaining Shares proposed to be sold;
(b) the identity of the Third-Party Buyer;
(c) the terms of sale, including the price at which the Sale Shares are proposed to be sold; and
(d) the period during which the Tag-Along Option may be exercised, which must be not less than ten (10) Business Days from the date of the Tag-Along Notice.
12.2 A Shareholder who wishes to exercise the Tag-Along Option must give notice in writing (the “Tag-Along Exercise Notice”) to the Board setting out the number of Shares that it wishes to sell within the timeframe specified in the Tag-Along Notice. The Tag-Along Exercise Notice will constitute a binding offer by the Shareholder to sell such number of Shares to the Third-Party Buyer on the same terms and conditions as set out in the Tag-Along Notice.
12.3 The Seller must not sell any Shares to the Third-Party Buyer unless the Third-Party Buyer simultaneously buys the Shares specified in the Tag-Along Exercise Notice on the same terms and conditions.
12.4 If no Tag-Along Exercise Notice has been received by the end of the exercise period as specified in the Tag-Along Notice, the Seller will be free to complete the sale of the Remaining Shares to the Third-Party Buyer.
Tag-Along Option. If after the rights of pre-emption mentioned in clause 10 have been exhausted a Shareholder (Vendor) is entitled to transfer Shares to a third party (Third Party) under clause 10.12, then any other Shareholder will have the option (Tag Along Option) to require the Vendor to cause the Third Party or its nominee to purchase a proportion of Shares held by that other Shareholder, up to a maximum of that proportion of its Shares as equal to the proportion of the total number of Shares held by the Vendor which are purchased by the Third Party. The price per Share at which the Vendor must cause the Third Party or its nominee to purchase the Shares shall be the same as those referable to the sale of the Vendor’s Shares to that Third Party.
Tag-Along Option. 9.6.1 If a Seller is permitted to Dispose unallocated Sale Securities to another party pursuant to clause 9.4 and the unallocated Sale Securities total 50% or more of the total issued Shares, the Seller must give each other Shareholder a notice (Tag Along Notice) of their intention.
9.6.2 A Tag Along Notice gives each other Shareholder the right (Tag Along Option) to require the Seller, subject to clause 5.3, to procure the purchase by the proposed purchaser of all of the Securities held by the other Shareholders and must include details of:
(i) the name of the purchaser;
(ii) the number of Securities in the proposed Disposal to the third party;
(iii) the sale price and any other terms of the proposed Disposal to the purchaser; and
(iv) the period during which a Tag Along Option may be exercised, which must be a period of not less than 15 Business Days from the date of service of the Tag Along Notice (Exercise Period).
Tag-Along Option. Subject to Sections 2.04 and 6.03 of this Agreement, if a Shareholder (a "Disposing Shareholder") (i) decides to sell Shares and (ii) either (x) any one or more of the other Shareholders have not exercised their right of first refusal as provided in Article V and purchased the Offered Shares or (y) the Shares in question are not subject to Article V, the Disposing Shareholder will cause the intended purchaser of such Disposing Shareholder's Shares to afford to each party hereto that is a Shareholder for purposes of this Article VI (each, a "Non-Exercising Shareholder"), at its option, the opportunity to sell (and will require the prospective purchaser to purchase) the Shares held by such remaining Shareholders in the same proportion to the number of shares sought to be disposed of by the Disposing Shareholder and Non-Exercising Shareholders and on the same terms and conditions as those to be sold by the Disposing Shareholder, and for the same consideration per share. The Disposing Shareholder's obligation to afford the Non-Exercising Shareholders, or cause the Non-Exercising Shareholders to be afforded, the opportunity and rights set forth in this Article VI, shall be discharged if the Non-Exercising Shareholders are given written notice which allows such Shareholder thirty (30) days to elect to avail themselves of such rights by written notice to the Disposing Shareholder. If any Non-Exercising Shareholder elects to not participate or 16 20 otherwise does not affirmatively respond within such thirty (30) day period, the Disposing Shareholders and such Non-Exercising Shareholders who have made an affirmative election to sell their Shares may proceed with the sale, without regard to the application of this Article VI to the non-electing remaining Shareholder(s).
Tag-Along Option. At the option of each Member other than the Transferring Holder (collectively, the "Remaining Members"), the Transferring Holder agrees to condition its sale to the proposed transferee upon the transferee's acquisition of a "proportionate share" of the Units of Membership Interest of the Remaining Members who exercise this Tag-Along Option, at the same per-Unit price and under the same terms and conditions involved in the sale of the Affected Interests by the Transferring Holder. For purposes of this Section 17.10.1, a "proportionate share" shall mean the percentage equal to the number of Units of Membership Interest that are Affected Interests divided by the total number of Units of Membership Interest held by the Transferring Holder. Remaining Members shall exercise this option by complying with the provisions of Section 17.5 with respect to the exercise period and manner of notification; and
Tag-Along Option. The Offering Member shall be entitled to Transfer the Transfer Units to a third party in accordance with the terms of this SECTION 7.3; provided, that at the option of each Remaining Member, the Offering Member agrees to condition its Transfer to the proposed transferee upon acquisition by the proposed transferee of a “proportionate share” of the Units of each such electing Remaining Member, at the same per unit price and under the same terms and conditions involved in the sale of the Transfer Units by the Offering Member. For purposes of this SECTION 7.3, a “proportionate share” shall be the percentage equal to the ratio of (i) the number of Units to be sold by the Offering Member to the proposed transferee, divided by (ii) the total number of Units owned by the Offering Member prior to such sale. Each Remaining Member may exercise this option only by providing the Offering Member with a written notice specifying the number of Units that such Remaining Member desires to Transfer to the proposed transferee within sixty (60) days from receipt of the Transfer Notice. If the proposed transferee is unwilling to purchase any Units from any Remaining Member exercising its option pursuant to this SECTION 7.3(a), then the Offering Member shall be required to reduce the number of Units being Transferred by the Offering Member to allow for the Transfer to the proposed transferee of the proportionate share of Units of each such Remaining Member desiring to exercise such option.
Tag-Along Option. (a) If a Selling Shareholder that holds at least 75% of the Shares issued by the Company is entitled to sell its Shares under this Agreement, as a result of the Continuing Shareholder not exercising its option under clause 22.2(a)(iii) in accordance with clause 22.4(a), to a Third Party Buyer then the Selling Shareholder must notify the Company and the Continuing Shareholder in writing (Tag Along Notice of Sale) of:
(i) its intention to sell some or all of the Sale Shares to a Third Party Buyer;
(ii) the sale price per Share that the Selling Shareholder has been offered by the Third Party Buyer for the Sale Shares (Tagged Share Sale Price);
(iii) the name of the Third Party Buyer;
(iv) subject to clause 24.1(b), the date on which the sale to the Third Party Buyer is proposed to be completed (Tag Along Sale Date); and
(v) any other material terms of the proposed transfer.
(b) The Selling Shareholder must wait 10 Business Days from the date of service of the Tag Along Notice of Sale (Tag Along Option Period) before selling or agreeing to sell the Sale Shares.
Tag-Along Option. If a Selling Shareholder wishes to transfer such number of Shares to a third party (which does not include any Affiliate of the Selling Shareholder) through a transaction or series of related transactions and such transaction is not a Liquidity Event (Selling Shareholder Transfer), then the Selling Shareholder must, not less than the date 20 Business Days prior to the proposed date of completion of the Selling Shareholder Transfer, notify each other Shareholder in writing of the proposed sale and provide the following information (Notice of Sale):
(1) the class and number of Shares proposed to be transferred (Sale Shares);
(2) the identity of the Person and its ultimate holding company (if relevant) to whom the Sale Shares are to be transferred (Third Party Purchaser);
(3) the sale price per share of the Sale Shares (Sale Price);
(4) the proposed date for completion of the Selling Shareholder Transfer;
(5) the percentage of the total number of Shares collectively held by the Selling Shareholder proposed to be sold to the Third Party Purchaser (Tag Along Proportion); and
(6) any other material terms and conditions of the proposed transfer.
Tag-Along Option. From and after the date hereof until the ---------------- earlier of (i) the occurrence of an IPO or (ii) March 1, 1999, if the Controlling Stockholder (as defined in paragraph (g)) enters into a binding agreement (the "Sale Agreement") to sell any Common Stock pursuant to a Control Offer (as defined in paragraph (g)) but excluding any Permitted Transfer (as defined in paragraph (g)), it shall promptly forward a copy thereof to the Company, which in turn shall promptly forward a copy to Optionee, and shall not Transfer any outstanding Common Stock pursuant to the Sale Agreement unless (i) in accordance with the terms hereof, the Sale Agreement extends the opportunity to participate in such transaction to Optionee with respect to all of Optionee's outstanding Common Stock, at the same price and on the same terms and conditions as those on which the Controlling Stockholder is making a Transfer of its Common Stock in such transaction, or (ii) if the Sale Agreement pertains to less than 100% of such outstanding Common Stock, Optionee is entitled to sell to the offeror pursuant to the Sale Agreement up to the same percentage of outstanding Common Stock of Optionee as is being sold by the Controlling Stockholder, at the same price and on the same terms and conditions as those on which the Controlling Stockholder is making a Transfer of its Common Stock in such transaction. Each exercise notice evidencing Optionee's election to participate in a Transfer pursuant to this paragraph (e) shall be delivered to the offeror, the Controlling Stockholder and the Company before the later to occur of the 15th day after mailing of such offer by the Company and the last day for acceptance of such offer as set forth in such notice.