Drag-Along Obligation. The Holder agrees that the Shares shall be subject to, and the Holder shall be fully bound as a “Stockholder” by the terms of the Drag-Along provision set forth below. In the event of an Approved Sale (as defined below) of the Company, the Stockholders will consent to and raise no objections (including seeking appraisal or similar rights) with respect to the Approved Sale and the process thereof and, if the Approved Sale is structured as a sale of capital stock and if the Selling Stockholders (as defined below) so request, the Stockholders will agree to sell all of their shares of Common Stock and rights to acquire Common Stock on the terms and conditions of the Approved Sale (including as to provisions regarding representations, warranties and indemnification). The Stockholders will use their best efforts to cooperate in the Approved Sale (including voting in favor of the Approved Sale, if necessary) and will take all necessary and desirable actions in connection with the consummation of the Approved Sale as are reasonably requested by the Company or the Selling Stockholders. For purposes of this Section, “Approved Sale” means the sale of the Company and its subsidiaries, if any, in a single transaction or in a series of related transactions, to a third party (a) pursuant to which such third party proposes to acquire one hundred percent (100%) of the outstanding Common Stock (whether by merger, consolidation, recapitalization, reorganization or otherwise) or all or substantially all of the assets of the Company and its subsidiaries, (b) which has been approved by the board of directors of the Company and the holders of a majority of Common Stock (the “Selling Stockholders”) and (c) pursuant to which all holders of Common Stock receive (whether in such transaction or, with respect to an asset sale, upon a subsequent liquidation) the same form and amount of consideration per share of Common Stock or, if any holders are given an option as to the form and amount of consideration to be received, all holders are given the same option. ECOTALITY, INC. 2007 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT
Drag-Along Obligation. Management equity is subject to pro rata drag-along rights of Apax (i.e., the right of Apax to compel the sale of equity held by all other holders in connection with a sale by Apax at the same price and on substantially the same other terms). Customary provisions would apply to limit a dragged holder’s liability for representations, warranties and indemnities related to New Holdings and its subsidiaries in the drag-along sale to no more than that holder’s pro rata share of the aggregate liability (but not in excess of the net proceeds received by the holder in the sale). The drag-along rights will terminate if Apax, Xxxxxx Xxxxxxx and their affiliates (including for this purpose other stockholders acting with them) collectively hold less than 50% of the voting shares.
Drag-Along Obligation. 9.1 Drag-Along Rights 20 9.2 Termination of Drag-Along Rights 22 ARTICLE X.
Drag-Along Obligation. If the Founders find a third party buyer for all or any portion of their Units (whether such sale is by way of purchase of assets or Units, merger, recapitalization or other form of transaction), then, at the request of the Founders, Rennxx xxxll sell the same percentage of the Units then held by him to such third party on the same terms and conditions as apply to the sale by the Founders. Rennxx xxxees timely to take such other actions as the Founders may reasonably request in connection with the approval of the consummation of such sale, including, without limitation, voting all Units in favor of such sale and waiving any dissenters' rights, executing such agreements, powers of attorney, voting proxies or other documents and instruments as may be necessary or desirable to consummate such sale, and, in the event that such sale is structured as a recapitalization, transferring and retaining such percentages of Units as may be requested by the Founders. The foregoing obligation shall survive the Company's initial public offering.
Drag-Along Obligation. If at any time after the fourth anniversary of the Series H Original Issue Date, holders representing at least sixty-six and two-thirds percent (66-2/3%) of the Investor Preferred Stock then outstanding (the “Selling Investors”) shall approve (a) a proposal from a Person for the transfer, directly or indirectly, of a majority of the Company’s stock to such Person (a “Stock Sale”), (b) the merger or consolidation of the Company with or into another Person in which the Company’s stockholders will receive cash or securities of any other Person for their shares or (c) the sale by the Company or its Subsidiaries of all or substantially all of their assets to a Person, in each of the above cases for a specified price payable in cash or otherwise and on specified terms and conditions (a “Sale Proposal”), then the Company shall deliver a written notice (a “Required Sale Notice”) with respect to such Sale Proposal to each Stockholder stating that the Selling Investors have approved a Sale Proposal and proposes to effect the Sale Proposal and providing the identity of the Persons involved in such Sale Proposal and the terms thereof. Each such Stockholder, upon receipt of a Required Sale Notice, shall be obligated, which obligation shall be enforceable by the Selling Investors and the Company, to participate in the transaction (a “Required Sale”) contemplated by the Sale Proposal, and agrees as follows:
Drag-Along Obligation. Notwithstanding anything to the contrary contained herein, if the Managers find an acquirer for all or any portion of their interest in the Company (whether such acquisition is by way of purchase of assets or Common Units or successor equity securities, merger, recapitalization or other form of transaction, and including, without limitation, a roll-up transaction that is for the purpose of a reorganization among the Company and its Affiliates), then, at the request of the Managers, Merchandiser shall sell or otherwise transfer a corresponding portion of any Common Units (or successor equity securities) then held by Merchandiser to such acquirer on the same terms and conditions as apply to the sale or other transfer by the Managers. Merchandiser further agrees timely to take such other actions as the Managers may reasonably request in connection with the approval of the consummation of such sale or other transfer, including, without limitation, voting in favor of such sale or other transfer and waiving any dissenters' rights, executing such agreements, powers of attorney, voting proxies or other documents and instruments as may be necessary or desirable to consummate such sale or other transfer, and, in the event that such sale or other transfer is structured as a recapitalization, transferring and retaining such portion of Common Units (or successor equity securities) and rights under this Warrant as may be requested by the Managers.
Drag-Along Obligation. 80. If, at any time prior to a Qualified IPO, any Investor (the “Drag-Along Seller”) secures an irrevocable offer to acquire all share capital or assets of the Company (a “Drag-Along Sale”) with a valuation of the Company of more than US$600,000,000, with any Person (such Person, a “Drag-Along Purchaser”) upon such terms and conditions as agreed to with the Drag-Along Seller, and such Drag-Along Sale is agreed by a majority vote of the other Investors and a majority vote of the Founders, each other Investor (an “Other Investor”) agrees, at the request of the Drag-Along Seller, to participate in such Drag-Along Sale as set forth in Article 80 to Article 86.
Drag-Along Obligation. Purchaser shall be subject to Section --------------------- 3 of the Stockholders Agreement with respect to all of Purchaser's Shares and any shares of Class A Common Stock issued upon the conversion thereof.
Drag-Along Obligation. In the event that any Person or group (as such term is defined in Section 13(d) of the Exchange Act) desires to acquire at least 90% of the capital stock of the Company, whether directly or indirectly, and the Board of Directors of the Company and the holders of at least 66-2/3% of the voting power of the outstanding shares of capital stock of the Company approve of such acquisition, each ITCO Stockholder agrees to sell to such Person or group all of the shares of capital stock of the Company owned by such ITCO Stockholder and to execute and deliver all such documents and instruments and take all such other actions as may be reasonably necessary to effectuate such sale, provided that the ITCO Stockholders receive in connection with such acquisition the same price per share and form of consideration (including any consideration allocated to employment, consulting or non-competition agreements) as all of the other holders of shares of Common Stock (including the Class A Stock) on a pro rata basis (without regard to any control premium or minority discount that may be applied); provided, further, that the provisions of this Section 1.3 shall terminate and be of no further force and effect from and after the consummation of an Initial Public Offering. The parties intend this Section 1.3 to inure to the benefit of, and be enforceable against the ITCO Stockholders by, the Principal Stockholders.
Drag-Along Obligation. Rollover equity is subject to drag-along rights pursuant to which, if Fenway proposes to sell in excess of 70% of the outstanding equity interests of Holdings to an unaffiliated third party, Fenway may require each other holder of equity to transfer the same percentage of its equity at the same price and upon substantially the same other terms and conditions. Customary provisions would apply to limit a dragged holder’s liability for representations, warranties and indemnities related to Holdings and its subsidiaries in the drag-along sale to no more than that holder’s pro rata share of the aggregate liability (but not in excess of the gross proceeds received by the holder in the sale). The drag-along rights will terminate upon an IPO. If the consideration to be paid in respect of such transfer includes any securities that are not freely transferable, the holders of Rollover equity, collectively as a group, shall be entitled to the same rights as Fenway has with respect to such retained equity, including the right to have a board seat if Fenway has a board seat; provided that, such group of holders shall only be entitled to such a board seat if such group holds at least 5% of the outstanding equity of any successor. All holders of Rollover equity will vote their interests as directed by Fenway in connection with a transaction with respect to which Fenway has exercised its drag-along rights.
