text_combined: fw hanover gkh drag alone rights extend stock actually owned jedi subsequent purchaser non exempt transaction extent disposed part interest public sale exempt transaction rights attach shares jedi sells third party non public transaction non exempt transaction stock would subject drag along tag along conditions provisions stockholders agreement restrictions restrict partial sales non exempt transaction less 50 original share ownership enron valued hanover investment screen price mark market accounting based upon free disposition public transaction question restriction private sales theoretically impacts value negatively hand tag along rights theoretically positive impact value example gkh sells xyz subsequent completion enron sale abc case gkh could require abc sell xyz 20 hand gkh cuts deal sell xyz 60 abc would tag along rights inclusion 60 original message kitchen louise sent thursday june 21 2001 2 03 pm lydecker jr richard subject fw hanover saying scenario ene sells abc inc 40 gkh sells xyz inc 20 xyz right buy abc shares 20 right selling shares drag along right therefore heavily discounted richard lydecker enron enronxgate 06 21 2001 01 10 pm louise kitchen hou ect ect cc subject fw hanover sales 33 act registration rule 144 exempt transactions per jedi gkh hanover stockholders agreement several months ago confirmed ray bowen agreements would restrict dispositions via public sale prior actually starting 144 process would advise gkh hanover plans original message richard lydecker corp enron sent thursday march 08 2001 2 31 pm dan boyle corp enron subject hanover dan although seems secondary offering lockup requirements rule type transaction discussed morning issue restrictions jedi right sell introduced gkh drag along jedi tag along rights agreement among company gkh jedi restricts preclude disposition transfers affiliates ok registered offering rule 144 disposition ok sales involve rofr written notice company 30 days prior proposed disposition bona fide purchaser company 20 days respond buy portion proposed disposition terms conditions company take shares remaining offered shareholder within 2 days shareholder 7 days respond primary provisions would need detailed assessment issue specific structure proposed accepted let know help dick