A Drag Sample Clauses
A Drag clause, often referred to as a "drag-along" provision, allows majority shareholders to compel minority shareholders to join in the sale of a company on the same terms and conditions. In practice, if a majority owner decides to sell their stake to a third party, minority owners are required to sell their shares as well, ensuring the buyer can acquire 100% ownership. This clause is primarily used to facilitate smoother company sales by preventing minority shareholders from blocking or complicating a transaction, thereby ensuring deal certainty for potential buyers.
A Drag. Along Holder who has elected to sell the Drag Default Shares shall deliver to the Defaulting Holder an instrument of transfer and one or more certificates representing the Drag Default Shares, each to be properly endorsed for transfer, or an affidavit of lost certificate representing the same. The Defaulting Holder shall, upon receipt of the foregoing, pay the aggregate purchase price for the Drag Default Shares and the amount of reimbursable fees and expenses, in cash by wire transfer of immediately available funds or by other means acceptable to the Drag-Along Holders. The Company shall concurrently therewith record such transfer on its books and update its register of members and will, to the extent applicable, promptly thereafter and in any event within five (5) days reissue certificates to the Drag-Along Holders representing the Shares held by them giving effect to the sale of Drag Default Shares to the Defaulting Holder contemplated in this Section 12.4. For the avoidance of doubt, notwithstanding anything to the contrary contained herein and therein, none of the Transfer restrictions set forth in this Agreement or in the Other Restriction Agreements shall apply in connection with a Drag-Along Sale.
A Drag. Along Notice or a Tag-Along Notice shall state the Membership Interest that TTP and/or ACI must or that they elect to include in such sale to the Control Block Purchaser. If a Drag Along Notice or Tag Along Notice is delivered as provided for above, then TTP and ACI shall (i) prior to closing of any such transaction, execute and deliver (or cause to be executed and delivered) any purchase agreement or other documentation required by the Control Block Purchaser to consummate the sale (including without limitation all purchase agreements, cross-receipts and certificates), which purchase agreement and other documentation shall be on terms no less favorable in respect of any material term to TTP and ACI than those executed by Torvec and (ii) at the closing of any such sale, deliver to the Control Block Purchaser an assignment and conveyance of TTP’s and ACI’s Membership Interests being sold in the same form as that being provided by Torvec with respect to Control Block Membership Interest, against receipt of the purchase price therefor. If Torvec requests, TTP and ACI shall deliver to Torvec’s attorneys in escrow for sale or return upon the terms of this Article XII, the assignment and conveyance of their Membership Interests to be sold pursuant hereto, duly signed or accompanied by an executed limited power-of-attorney authorizing Torvec to sell such Membership Interests in accordance with the terms hereof.
A Drag. Along Grantee may assign its rights pursuant to this Article II to Seller or any affiliate or successor of Seller.
A Drag. Along Sale may also be affected by a merger or other corporate transaction and each Stockholder agrees to vote his, her or its Company Securities that are entitled to vote or execute proxies or written consents, as the case may be, and to take all other actions necessary in order to approve the consummation of the Drag-Along Sale.