Common use of Tag-Along Procedures Clause in Contracts

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.

Tag-Along Procedures. The Selling Group members participating in In the event the ROFR Member does not exercise its ROFR Right pursuant to Annex VI, and the Tag-Along Seller wishes to Transfer Common Units to a Tag-Along Sale Purchaser, the Tag-Along Seller shall provide each deliver written notice (the “Tag-Along Notice”) to the other Stockholder with notice at least twenty Member (20in such capacity, the “Tag-Along Member”) days prior of such indicating the number of Common Units that it intends to consummation Transfer, the Tag-Along Purchaser and the proposed per unit sale price, which must be in cash in United States dollars, and any other material terms of the proposed Transfer. The Tag-Along Member shall have the right to sell to the Tag-Along Purchaser, upon the terms set forth in the Tag-Along Notice, a number of Common Units up to the product of (a) that number of Common Units listed in the Tag-Along Notice and (b) the percentage of such Tag-Along Sale. Such notice shall set forth: (i) Member’s Common Units as the name and address percentage of the proposed purchaser total number of outstanding Common Units (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"Percentage”). The Tag-Along Member shall exercise its Tag-Along Right by providing written notice (“Tag-Along Response Notice”) to the Tag-Along Seller of its election to exercise its Tag-Along Right on or prior to ROFR Purchase Notice shall set forth the number of Stockholders' shares of Common Stock, if any, such Stockholder elects to include Deadline and specifying in the Tag-Along Sale. If Response Notice, the total number of shares specified in Common Units that the Tag-Along Notices exceeds the Stockholders' Total Allotment, then the right Member has elected 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))Transfer. In the event that the proposed purchaser does not purchase such shares on the same terms and conditions applicable Tag-Along Member shall elect to the member(s) of the Selling Group, then the exercise its Tag-Along Right in connection with a proposed Tag-Along Sale Sale, the number of Common Units to be Transferred 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 Seller to the Tag-Along Sale from a Stockholder within Purchaser will be reduced by the 10applicable number of Common Units to be included in the Transfer by the Tag-day period specified aboveAlong Member, and the Selling Group member(s) shall have the right to sell or otherwise transfer the Common Stock Transfer to the proposed purchaser without any participation by such StockholderTag-Along Purchaser will otherwise proceed in accordance with the terms of this Annex VIII and the Tag-Along Notice.