Drag Along Sample Clauses
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Drag Along. (a) If (i) POI Acquisition (for purposes of this Section 4.3, the “Selling Stockholder”) receives a bona fide offer from any third party who is not an Affiliate of either the Company or POI Acquisition to purchase (including a purchase by merger, consolidation or similar transaction) 100% of the Common Shares owned by the Selling Stockholder at such time, (ii) at least 90% of the fair market value of the consideration to be received by the Selling Stockholder in such offer is in the form of cash, Cash Equivalents or Marketable Securities and (iii) such offer is accepted by the Selling Stockholder, then QDRF (for purposes of this Section 4.3, the “Other Stockholder”) hereby agrees that, if requested by the Selling Stockholder, it will transfer to such purchaser, subject to Section 4.3(b), on the terms of the offer so accepted by the Selling Stockholder, including time of payment, form of consideration and adjustments to purchase price, all of its Common Shares.
(b) The Selling Stockholder will give notice (the “Drag-Along Notice”) to the Other Stockholder of any proposed transfer giving rise to the rights of the Selling Stockholder set forth in Section 4.3(a) (a “Drag-Along Sale”) not more than 10 days after the execution and delivery by all of the parties thereto of the definitive agreement relating to the Drag-Along Sale and, in any event, no later than 20 days prior to the closing date for such Drag-Along Sale. The Drag-Along Notice will set forth the number of Common Shares proposed to be so transferred, the name of the purchaser, the proposed amount and form of consideration, the number of Common Shares sought and the other terms and conditions of the offer. The Other Stockholder shall make the same representations, warranties, covenants, indemnities and agreements as the Selling Stockholder makes in connection with the Drag-Along Sale (except that in the case of representations, warranties, covenants, indemnities and agreements pertaining specifically to the Selling Stockholder, the Other Stockholder shall make the comparable representations, warranties, covenants, indemnities and agreements pertaining specifically to itself); provided, that all representations, warranties, covenants and indemnities shall be made by the Selling Stockholder and the Other Stockholder severally and not jointly and provided further that in the event that at the time of execution of the definitive agreement relating to such Drag-Along Sale the Other Stockholder no longer r...
Drag Along. 5.1 If any of the following transactions is (or has been) approved by the Board of Directors and Investors holding at least a majority of the then-outstanding Series A-1 Shares (including Common Stock issued upon conversion of such shares), each other Investor and each Current Stockholder shall vote its Investor Shares and Current Stockholder Shares at any annual or special meeting of stockholders, and give written consent with respect to such Shares, to approve such transaction and to authorize the Company and its officers to take all other actions reasonably necessary for its completion:
(a) a Liquidating Transaction yielding proceeds per share of Common Stock, as adjusted for splits, reverse splits and the like and after payment of all obligations of the Company and liquidation preferences, of at least $8.00;
(b) a financing transaction, the principal purpose of which is to raise capital for the Company; or
(c) an amendment to the Company’s Amended and Restated Certificate of Incorporation to add a new sentence to the end of Article 5 thereof reading as follows, “Any director may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote for the election of such director.”
5.2 If the completion of any transaction subject to Section 5.1 requires the sale of outstanding capital stock to an acquirer of the Company, the Investors and Current Stockholders agree to waive any dissenters’ rights, appraisal rights or similar rights in connection with any such transaction and otherwise cooperate with and execute and deliver such other documents as may be reasonably requested in connection with the transactions contemplated thereby including, without limitation, documents containing representations and warranties as to title, power and authority and such other representations and warranties as are appropriate in transactions of this type. Each Investor and Current Stockholder agrees not to take any actions contrary to their obligations under this Agreement and, after receiving proper notice of any meeting of the Company’s stockholders relating to such transaction, to be present, in person or by proxy, as holders of shares of capital stock of the Company, at all such meetings, or adjournments thereof, such that all shares of capital stock then held by such holder may be counted for the purposes of determining the presence of a quorum at such meetings and to return any written consent relating to such transaction within two (...
Drag Along. If a Liquidating Event (as defined in the Restated Certificate) is approved by the Board of Directors of the Company and the requisite vote of the outstanding classes of stock entitled to vote on such matter, then, Subscriber agrees, as a holder of Common Stock, to vote (in person, by proxy or by action, I have by written consent, as applicable) all shares of capital stock of the Company now or hereafter directly or indirectly owned of record or beneficially by Subscriber (whether Common Stock, or any shares of the Company’s Preferred Stock) in favor of, and adopt, such Liquidating Event and to execute and deliver all related documentation and take such other action in support of the Liquidating Event as may reasonably be requested by the Company to carry out the terms and provision of this Section 6, including executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents. The obligation of any party to take the actions required by this section will not apply to a Liquidating Event if the other party involved in such Liquidating Event is an affiliate or stockholder of the Company holding more than 10% of the voting power of the Company.
Drag Along. Subject to Section 6.2, anything in this Agreement to the contrary notwithstanding, in the event that (i) the Board of Directors of the Corporation by unanimous vote or unanimous written consent and/or the holders of more than fifty percent (50%) of the then outstanding Common Stock by vote or written consent approves a transaction pursuant to which any Person or Persons not affiliated with any of the holders of any Common Stock will acquire fifty percent (50%) or more of the Common Stock of the Corporation (by stock purchase, RESTRICTED STOCK PURCHASE AGREEMENT merger or otherwise) or all or substantially all of the assets of the Corporation, upon the written request of the holders of more than fifty percent (50%) of the Common Stock, the Equity Participant agrees to offer to sell all of his Shares, and to sell all of his Shares (or, if such proposed transaction involves the sale of less than one hundred percent (100%) of the outstanding Common Stock, a proportionate amount of his Shares), to such Person or Persons or to vote all of his Shares in favor of the sale of assets, as the case may be, in either case upon the terms and conditions of the transaction approved by the Board of Directors of the Corporation and/or the holders of more than fifty percent (50%) of the Common Stock; provided, however, that the Equity Participant’s obligation to sell his Shares pursuant to this Section 6.3 shall only apply if all of the Shares are to be sold on the same terms and conditions as the shares of such other Person or Persons. For purposes of this Section 6.3, each Preferred Share shall be deemed to be the number of shares of Common Stock into which such Preferred Share is then convertible.
Drag Along. If the Investor does not exercise the rights set forth in the foregoing paragraph (a), then any Class B Entity that is Transferring Shares to a Person (other than any Class B Entity or any Qualified Parties or Controlled Subsidiaries of a Class B Entity or any Person that before entering into the definitive documentation relating to such Transfer was an Associate or Affiliate of any Class B Entity or of a Qualified Party of a Class B Entity) in a transaction or series of transactions pursuant to which such Person, together with Affiliates and Associates of such Person (excluding from such Affiliates or Associates any Class B Entity or any Qualified Parties or Controlled Subsidiaries of any Class B Entities) (a "Drag-Along Transaction"), would become the Beneficial Owner of Voting Securities of Parent that have the power to cast at least 50% of the votes entitled to be cast in elections of directors of Parent may give written notice to the Investor during the period expiring on the close of business on the tenth business day following the expiration of the five business day period set forth in the foregoing paragraph (a) requiring the Investor to Transfer such number (but no less or more than such number) of the Shares then Beneficially Owned by the Investor that is the same in proportion to the total number of Shares that are Beneficially Owned by the Investor as the proportion of the number of Shares being or to be Transferred by the Class B Entities concurrently to such Person in the transaction or series of transactions constituting the Drag-Along Transaction to the number of Shares that are Beneficially Owned by the Class B Entities on terms (including the form and amount of, and the time of receipt of, consideration therefor) and conditions no less favorable in all material respects to those applicable to such Class B Entity (and its Affiliates and Associates) in connection with such Transfer.
Drag Along. (a) In the event that the Board of Directors and the Majority Investors approve any Company Transaction, each Stockholder will vote (to the extent such Stockholder is entitled to vote) for, consent to and raise no objections to such Company Transaction. Each Stockholder will waive any dissenter’s rights, appraisal rights or similar rights, to the extent applicable, in connection with any such Company Transaction. If the Company Transaction is structured as a sale of stock, each Stockholder will agree to sell all of its Stockholder Shares and rights to acquire Stockholder Shares pursuant to the terms and conditions approved by the Board of Directors and the Majority Investors. Each Stockholder will take all necessary or desirable actions in connection with the consummation of the Company Transaction as requested by the Board of Directors and the Majority Investors including, without limitation, delivering such Stockholder’s stock certificates free and clear of all liens and encumbrances (other than those arising under applicable securities laws).
(b) Notwithstanding the foregoing Section 2.4(a), a Stockholder will not be required to comply with Section 2.4(a) in connection with any Company Transaction unless:
(i) any representations and warranties to be made by such Stockholder in connection with the Company Transaction are limited to representations and warranties related to authority, ownership and the ability to convey title to such Stockholder Shares, including but not limited to representations and warranties that: (w) the Stockholder holds all right, title and interest in and to the Stockholder Shares such Stockholder purports to hold, free and clear of all liens and encumbrances; (x) the obligations of the Stockholder in connection with the Company Transaction have been duly authorized, if applicable; (y) the documents to be entered into by the Stockholder have been duly executed by the Stockholder and delivered to the acquirer and are enforceable against the Stockholder in accordance with their respective terms; and (z) neither the execution and delivery of documents to be entered into in connection with the Company Transaction, nor the performance of the Stockholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency;
(ii) the Stockholder shall not be liable for the inaccuracy of any representation or warranty made by any other individual or e...
Drag Along. (a) If holders owning a majority of the outstanding equity securities of the Company (on an as‐converted basis) (the “Approving Stockholders”) approve a transaction that would result in the acquisition of equity securities of the Company by a party that is not an Approving Stockholder or an affiliate thereof, by means of any transaction or series of related transactions (including, without limitation, any merger, consolidation, sale, assignment, transfer, distribution or issuance of stock with respect to the Company) and pursuant to such transaction the holders of the equity securities of the Company immediately prior to such transaction will not hold, directly or indirectly, at least a majority of the voting power of the surviving or continuing entity (a “Drag‐Along Transaction”), then, upon thirty (30) days’ written notice to Methodist (the “Drag‐Along Notice”), which notice shall include substantially all of the details of the proposed transaction, including the proposed time and place of closing and the consideration to be received by selling stockholders in such transaction, and provided the terms of such transaction as they apply to Methodist are the same terms as they apply to the other holders of Common Stock, Methodist shall raise no objection to such Drag‐Along Transaction and be obligated to, and shall sell, transfer and deliver, or cause to be sold, transferred and delivered, to such party, all of its shares of Common Stock then held by Methodist in the same transaction at the closing thereof (and will deliver such shares of Common Stock free and clear of all liens, claims, or encumbrances).
(b) Methodist shall not be required to comply with Section 9(a) above in connection with a Drag-Along Transaction unless:
(i) Methodist is not required to make any representations or warranties, or to provide indemnification, in connection with any Drag‐Along Transaction, other than to that: (A) Methodist holds all right, title and interest in and to the shares of Common Stock Methodist purports to hold, free and clear of all liens and encumbrances, (B) the obligations of Methodist in connection with the transaction have been duly authorized, if applicable, and (C) the documents to be entered into by Methodist have been duly executed by Methodist and delivered to the acquirer and are enforceable (subject to customary limitations) against Methodist in accordance with their respective terms;
(ii) Methodist is not required to agree to any restrictive covenant ...
Drag Along. (a) At any time prior to the Junior Preferred Payment, (A) with respect to the FRBNY Member, for as long as the FRBNY Member owns any Junior Preferred Units, the FRBNY Member shall, at any time (i) during the Initial Period, upon prior consultation with, and during the 12-month period following the date of this Agreement the prior concurrence of, the AIG Credit Facility Trust, be entitled to make a Drag-Along Demand and (ii) following the Initial Period, in its sole discretion, be entitled to make a Drag-Along Demand and (B) with respect to the Majority Junior Preferred Members, (i) during the Initial Period, will not be entitled to make a Drag-Along Demand and (ii) following the Initial Period, shall, in their sole discretion, be entitled to make a Drag-Along Demand (each of the FRBNY Member with respect to Section 8.05(a)(A) and the Majority Junior Preferred Members with respect to Section 8.05(a)(B), a “Selling Member”). A “Drag-Along Demand” means that if the Selling Member agrees to effect a Drag-Along Sale (in any single or series of related transactions) to a non- affiliated Third Party (the “Drag-Along Buyer”), the Selling Member may at any time, pursuant to a Transfer or otherwise (a “Drag-Along Transfer”), exercise drag-along rights in accordance with the terms, conditions and procedures set forth herein.
Drag Along. 4.1 If the Initiating Sellers approve an Approved Sale, then all Shareholders shall approve, consent to and participate in the Approved Sale, and if the Approved Sale is structured as a sale of issued Shares (whether by merger, recapitalization, consolidation or other Disposal), then each Shareholder shall waive all first refusal and other rights in connection with the Approved Sale.
4.2 Each Shareholder shall take all necessary and desirable actions in connection with the completion of an Approved Sale, including executing agreements and instruments and taking other actions as may be reasonably necessary to provide the representations, warranties, indemnities, covenants, conditions and other provisions and agreements, as the case may be, required to complete the Approved Sale.
4.3 If a Shareholder fails for any reason to take any of the actions described above, it shall be deemed to have appointed any Director as its attorney, on its behalf and in its name, with full power, to execute, complete and deliver any document or instrument or to take any other action, including to receive the proceeds of the sale and to give good quittance for the sale price, in order to complete the Approved Sale. The Shareholder further agrees to confirm and ratify the acts of any Director acting as its attorney under this Clause 4.3 (Drag- Along).
4.4 An Approved Sale shall not be subject to Clause 3 (Rights of First Refusal).
4.5 The Initiating Sellers shall deliver written notice to each other Shareholder setting out in reasonable detail the terms (including price, time and form of payment) of any Approved Sale (“Drag-Along Notice”).
4.6 Without limiting the generality of the provisions above, each Shareholder shall, on or before the date falling [*****] after the date of the Drag-Along Notice, deliver to the Company written notice:
(a) setting out its agreement to the Approved Sale (including waiving all first refusal and similar rights); and
(b) if the Approved Sale is structured as a sale of Shares, enclosing share certificates representing its Shares and a transfer form duly executed in blank.
Drag Along. (a) Notwithstanding any other provision of this Agreement, with respect to any Approved Sale, each VB Shareholder hereby agrees to (i) vote for and/or consent to and raise no objection to such Approved Sale (and hereby waives, to the extent permitted by law, all rights to object to or dissent from such Approved Sale), (ii) otherwise cooperate fully in such Approved Sale and not take any action prejudicial to or inconsistent with such Approved Sale. The obligations of the VB Shareholders with respect to any Approved Sale are subject to the satisfaction of the conditions that (A) upon the consummation of such Approved Sale, all of the sellers of Common Stock and of each series of Preferred Stock, respectively, will receive (I) the amount of consideration to which such sellers are entitled pursuant to a Liquidation under the Charter and (II) the same form and amount of consideration per share of Common Stock or Preferred Stock of such series, as applicable, or if any such sellers are given an option as to the form and amount of consideration to be received per share of Common Stock or Preferred Stock of such series, all holders of Common Stock and Preferred Stock of such series, as applicable, will be given the same option, (B) the representations and warranties to be made by any VB Shareholder shall be limited to enforceability of its obligations and title to its Shares, (C) any indemnification obligations of a VB Shareholder shall be several, not joint, and shall (other than with respect to representations and warranties with respect to enforceability of such Shareholder’s obligations and title to Shares) be pro rata based on the value of the proceeds received by the sellers in connection with such Approved Sale, and (D) the aggregate liability of a VB Shareholder with respect to indemnification obligations in connection with such Approved Sale shall be limited to the proceeds paid to such VB Shareholder in connection with such Approved Sale.
(b) Each VB Shareholder hereby appoints the Company as such VB Shareholder’s true and lawful proxy and attorney in connection with any Approved Sale satisfying the conditions set forth in this Section 3.4 herein, with full power of substitution, to vote all Shares owned by such VB Shareholder or over which such VB Shareholder has voting control to effectuate the agreements set forth in this Section 3.4 in the event of any breach by such VB Shareholder of its obligations under this Section 3.4. The proxies and powers gr...