Tag-Along Procedures Clause Samples

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Tag-Along Procedures. The Selling Group members participating in a Tag-Along Sale shall provide each other Stockholder with notice at least twenty (20) days prior to consummation of such Tag-Along Sale. Such notice shall set forth: (i) the name and address of the proposed purchaser of the shares of Common Stock in the Tag-Along Sale; (ii) the number of shares proposed to be sold; and (iii) the proposed amount and form of consideration to be paid for such shares and the terms and conditions of payment offered by the proposed purchaser. Each Stockholder shall provide written notice (the "Tag-Along Notice") to the member(s) of the Selling Group participating in the Tag-Along Sale within ten (10) days of the date of receipt of the notice specified in the preceding sentence (the "Notice Date"). The Tag-Along Notice shall set forth the number of Stockholders' shares of Common Stock, if any, such Stockholder elects to include in the Tag-Along Sale. If the total number of shares specified in the Tag-Along Notices exceeds the Stockholders' Total Allotment, then the right to participate in the Tag-Along Sale shall be allocated pro rata among the Stockholders on the basis of their relative holdings of shares of Common Stock or as they shall otherwise agree. The Tag-Along Notices given by such Stockholders shall constitute their respective binding agreements to sell such shares on the terms and conditions applicable to such sale (including the requirements of this Section 7(b)). In the event that the proposed purchaser does not purchase such shares on the same terms and conditions applicable to the member(s) of the Selling Group, then the proposed Tag-Along Sale by the member(s) of the Selling Group to such proposed purchaser or transferee shall be invalid. If the Tag-Along Notice is not received by the member(s) of the Selling Group participating in the Tag-Along Sale from a Stockholder within the 10-day period specified above, the Selling Group member(s) shall have the right to sell or otherwise transfer the Common Stock to the proposed purchaser without any participation by such Stockholder.
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Tag-Along Procedures. For purposes of this Section "Common Stock" shall include Common Stock underlying securities convertible thereto; provided that the parties shall make such adjustments in the arrangements required by this Section 5.1 as the board of directors shall deem necessary and proper in connection with obtaining material investments from unaffiliated third parties.
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Tag-Along Procedures. (i) At the time the Existing Party proposes to transfer any Shares in a Tag-Along Sale subject to this Section, it shall notify, or cause to be notified, all Tag-Along Shareholders in writing of each such proposed transfer. Such notice shall set forth: (i) the name and address of the Third Party and the number of ESTEL Shares proposed ▇▇ ▇e transferred, (ii) the proposed amount and form of consideration and terms and conditions of payment offered by the Third Party (the "Third Party Terms") and (iii) that the Third Party has been informed of the tag-along right provided for in this Clause 14B, and has agreed to, purchase Shares in accordance with the terms of this Clause 14B; and (ii) The tag-along right may be exercised by the Tag-Along Shareholders by delivery of a written notice to the Existing Party proposing the Tag-Along Sale (the "Tag-Along Notice") within thirty (30) days following receipt of the notice specified in the preceding clause. The Tag-Along Notice shall state the number of ESTEL Shares that th▇ ▇▇g-Along Shareholders collectively wish to include in such transfer to the Third Party, which number may exceed the total number of shares proposed to be transferred but which may not exceed the total number of shares owned by the Tag-Along Shareholders.
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Tag-Along Procedures. 3.1.1 If, after giving effect to any proposed Transfer, the WLR Funds and any WLR Permitted Transferees (each for the purposes of this Section 3.1, a "Transferor") would own, in the aggregate, less than fifty percent (50%) of the then issued and outstanding shares of Series A Preferred Stock, the Transferor shall not enter into such Transfer (except as set forth in Section 3.4) unless the terms and conditions of such Transfer shall include an offer (the "Offer"), at the same price and on the same terms and conditions as the Transferor transferring such Registrable Shares has agreed to sell its Registrable Shares (except that the only representation and warranty that the Stockholder shall be required to make in connection with any Transfer is a warranty with respect to its own ownership of the Registrable Shares to be sold by it and its ability to convey title thereto free and clear of any liens, encumbrances or adverse claims), to the other Stockholders (each, an "Other Stockholder"), to include, at each such Other Stockholder’s option, in the Transfer to the Third Party, additional Registrable Shares up to the Tag-Along Maximum (defined below). 3.1.2 The Third Party shall purchase from each Other Stockholder desiring to have its Registrable Shares purchased pursuant to the Offer up to the number of shares of Series A Preferred Stock equaling the number derived by multiplying (i) the total number of Registrable Shares to be purchased by the Third Party by (ii) a fraction, the numerator of which is the total number of Registrable Shares owned by such Other Stockholder, and the denominator of which is the total number of Registrable Shares owned in the aggregate by the WLR Funds, any WLR Permitted Transferees, and all Other Stockholders desiring to have their shares purchased pursuant to the Offer, in each case, on the date of the notice described in Section 3.1.3 ("Tag Along Maximum"). 3.1.3 If a Transferor proposes to Transfer any Registrable Shares in a transaction subject to this Article III, the Transferor shall notify, or cause to be notified, each Other Stockholder, in writing of each such proposed Transfer. Such notice shall set forth: (a) the name of the Third Party and the number of Registrable Shares proposed to be Transferred, (b) the address of the Third Party, (c) the proposed amount and form of consideration and terms and conditions of payment offered by the Third Party (the "Third Party Terms") and (d) that the Third Party has been informed o...
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Tag-Along Procedures. Without limiting the first offer obligations in Section 2.2, if, prior to an initial Public Offering, any CVC Stockholder or OTPP or any of their respective Affiliates (the “Selling Stockholder”) desires to effect a Transfer permitted pursuant to Section 2.1(a)(ii)(B), 2.1(a)(iii)(A) or 2.1(a)(vii) of any shares of Common Stock and/or Preferred Stock to a prospective purchaser thereof (the “Potential Purchaser”), the Selling Stockholder shall promptly give notice in writing to the Company (a “Sale Notice”) of such proposed sale (a “Proposed Sale”) (i) designating the number of shares of Common Stock and/or Preferred Stock that the Selling Stockholder proposes to sell (the “Offered Shares”), (ii) naming the Potential Purchaser and (iii) specifying the price (the “Offer Price”) and other material terms (the “Offer Terms”) upon which the Selling Stockholder desires to sell the same. The Company shall promptly, and in any event within 10 days of the Company’s receipt of the Sale Notice, deliver the Sale Notice to each Stockholder. During the 15-day period following receipt of the Sale Notice, each such Stockholder shall have the right (a “Tag-Along Right”), exercised by delivery of a written request (a “Sale Request”) to the Selling Stockholder and the Company, to participate in the Proposed Sale as provided herein. Notwithstanding the foregoing or anything else herein to the contrary, the Other Stockholders shall have no right to participate in the Proposed Sale unless the Selling Stockholder is proposing to transfer more than 50% of the outstanding shares of Common Stock and/or Preferred Stock.
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Tag-Along Procedures. (a) Prior to any sale of Series A or Series B Preferred Stock subject to these provisions, the seller (the "Tag-Along Seller") shall deliver (by guaranteed overnight courier service, if available) to the respective Tag-Along Rights Holders written notice of the proposed sale. Such notice (the "Tag-Along Sale Notice") shall set forth (i) the number of shares of Series A or Series B Preferred Stock (the "Tag-Along Shares"), as applicable, subject to the proposed sale; (ii) the name and address of the proposed purchaser; and (iii) the proposed amount of consideration and terms and conditions of payment offered by such proposed purchaser. Each Tag-Along Right Holder shall have the right to sell a percentage of the Tag-Along Shares equal to the percentage of the outstanding shares of Preferred Stock then held by such
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Tag-Along Procedures 
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Related to Tag-Along Procedures

  • Closing Procedures Subject to satisfaction or waiver by the relevant Party of the conditions of Closing, on the Closing Date, the Sellers shall deliver actual possession of the Purchased Interest to the Purchaser and upon such delivery the Purchaser shall pay and issue the Purchase Price in accordance with Section 2.3.

  • Hiring Procedures Nothing contained in this Article 4 shall impair any of the rights of the Employer to hire new or additional employees to meet the employment needs of the Employer, in accordance with the terms and provisions of this collective bargaining Agreement or to meet the obligations of the Employer under Article 2, Section H of this Agreement or to take affirmative steps to comply with any requirements under any applicable Federal or State law prohibiting discrimination in employment.

  • Operating Procedures Company shall observe and comply with the Operating Procedures. Company shall ensure that Company's Stores personnel are trained regarding the Operating Procedures and shall ensure their compliance with them. The Operating Procedures may be supplemented, amended or modified by Bank from time to time in its reasonable discretion; provided, however, a copy of any such supplement, amendment or modification shall be provided to Company at least ninety (90) days before its effective date (the "Notice Date") unless otherwise required by Applicable Law, and for those changes required by Applicable Law, notice shall be given as soon as practicable. For changes that are (A) required by Applicable Law, or (B) determined by Bank in good faith to be necessary from the standpoint of safe and sound banking practices (both (A) and (B) being referred to herein as the "Required Changes"), where Bank implements such Required Changes with all of its other clients that are also affected by such change in Applicable Law or operate in circumstances similarly requiring changes from the standpoint of safe and sound banking practices, Bank shall identify the changes as Required Changes in the notice to Company. Unless such change is a Required Change, Company shall have the right within thirty (30) days after the Notice Date to object to such change and the parties' representatives will promptly thereafter meet to discuss such change in good faith in order to agree upon such change or a mutually agreeable alternative to such change. In the event the parties are unable to agree upon such change or an alternative within sixty (60) days after the Notice Date, then a senior executive from both Company and Bank shall meet to negotiate in good faith in order to agree upon such change or a mutually agreeable alternative to such change. If the parties' senior executives are unable to mutually agree within ninety (90) days after the Notice Date, then Bank shall have the right to implement the initially proposed change so long as (i) Bank implements such change with all or substantially all of its other similar clients, (ii) such change does not change the chargebacks section of the Operating Procedures, and (iii) such change does not impose a material adverse financial or operational burden on Company.

  • Voting Procedures Subject to the cost allocation procedures set forth in Section 3 hereof, LIFE COMPANY will distribute all proxy material furnished by AVIF to Participants to whom pass-through voting privileges are required to be extended and will solicit voting instructions from Participants. LIFE COMPANY will vote Shares in accordance with timely instructions received from Participants. LIFE COMPANY will vote Shares that are (a) not attributable to Participants to whom pass-through voting privileges are extended, or (b) attributable to Participants, but for which no timely instructions have been received, in the same proportion as Shares for which said instructions have been received from Participants, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for Participants. Neither LIFE COMPANY nor any of its affiliates will in any way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Participants. LIFE COMPANY reserves the right to vote shares held in any Account in its own right, to the extent permitted by law. LIFE COMPANY shall be responsible for assuring that each of its Accounts holding Shares calculates voting privileges in a manner consistent with that of other Participating Insurance Companies or in the manner required by the Mixed and Shared Funding exemptive order obtained by AVIF. AVIF will notify LIFE COMPANY of any changes of interpretations or amendments to Mixed and Shared Funding exemptive order it has obtained. AVIF will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, AVIF either will provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or will comply with Section 16(c) of the 1940 Act (although AVIF is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, AVIF will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of trustees and with whatever rules the SEC may promulgate with respect thereto.

  • Funding Procedures Not later than 11:00 a.m. (Boston time) on ------------------ the proposed Drawdown Date of any Revolving Credit Loans, each of the Banks will make available to the Agent, at the Agent's Head Office, in immediately available funds, the amount of such Bank's Commitment Percentage of the amount of the requested Revolving Credit Loans. Upon receipt from each Bank of such amount, and upon receipt of the documents required by (S)(S)12 and 13 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans made available to the Agent by the Banks. The failure or refusal of any Bank to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Revolving Credit Loans shall not relieve any other Bank from its several obligation hereunder to make available to the Agent the amount of such other Bank's Commitment Percentage of any requested Revolving Credit Loans.