Drag Along Sample Clauses
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Drag Along. (a) If the GM Investor proposes to Transfer more than fifty percent (50%) of the issued and outstanding Equity Securities to an Independent Third Party prior to an IPO (other than any Transfer (i) as provided in Section 9.08, (ii) in connection with Section 9.10, or (iii) pursuant to Section 9.12), the GM Investor shall have the right (but not the obligation) to deliver a written notice (such notice, the “Drag-Along Notice”) of its intention to do so to each other Member (the “Dragees”). The Drag-Along Notice shall set forth the aggregate consideration to be paid by the Independent Third Party and the other material terms and conditions of such transaction (a “Drag-Along Sale Transaction”), which shall be the same (in all but de minimis and immaterial respects) for the GM Investor and the other Members except as otherwise contemplated by this Agreement. Upon receipt of the Drag-Along Notice, each Dragee shall be required to participate in the proposed Transfer in accordance with the terms and conditions of this Section 9.09; provided, that if such Drag-Along Sale Transaction involves less than one hundred percent (100%) of the Shares held by the GM Investor, then each Dragee will only be required to participate in the proposed Transfer to the Independent Third Party with respect to such percentage of each class of its Shares as equals the percentage of the GM Investor’s total Shares being sold in such Drag-Along Sale Transaction (the “Drag Percentage”). If the GM Investor is given an option as to the form and amount of consideration to be received under this Section 9.09, all Dragees shall be given the same option and, otherwise, the ratio of both (i) any cash to any non-cash consideration and (ii) among any type of non-cash property or asset consideration to any other type of non-cash property or asset consideration shall be equal (to the extent reasonably practicable) for each of the GM Investor and the Dragees. Within ten (10) Business Days following receipt of the Drag-Along Notice, each Dragee shall deliver to a representative of the Company or the GM Member designated in the Drag-Along Notice such certificates (if certificated) representing all Shares (or the Drag Percentage of each class of its Shares, as applicable) held by such Dragee or in other cases mutually acceptable instruments of transfer duly endorsed, together with a limited power-of-attorney authorizing the Company and the GM Investor to sell or otherwise dispose of such Shares pursuant ...
Drag Along. (i) Each Member hereby agrees, if requested after the Flip Point by one or more Members holding an aggregate percentage of the Company’s total Membership Interests exceeding thirty-four percent (34%), or such percentage as agreed by all Members (whether one or more, a “Drag Along Seller”), to participate in a bona fide, arm’s length sale for cash (a “Drag Along Sale”) of 100% of the Membership Interests of the Company to any Person not an Affiliate of the Drag Along Seller and with whom the Drag Along Seller has no familial relationship by blood or by marriage or any direct or indirect affiliation, either through ownership entities (other than public companies) or otherwise (the “Drag Along Purchaser”) in the manner and on the terms set forth in this Section 3.03(d).
(ii) If the Drag Along Seller elects to exercise its rights under this Section 3.03(d), a notice (the “Drag Along Notice”) shall be furnished by the Drag Along Seller to the non-Disposing Members. The Drag Along Notice shall set forth the principal terms of the Drag Along Sale, the purchase price, and the name and address of the Drag Along Purchaser. If the Drag Along Seller proceeds with the Drag Along Purchaser to closing, the non-Disposing Members shall be bound and obligated to sell all of their respective Membership Interests to the Drag Along Purchaser on the same terms and conditions as those under which the Drag Along Seller sold its Membership Interest. If at the end of the sixtieth (60th) day following the effective date of the Drag Along Notice the Drag Along Seller has not completed the Drag Along Sale, the non-Disposing Members shall be released from their obligations under the Drag Along Notice, the Drag Along Notice shall be null and void, and it shall be necessary for a new Drag Along Notice to be furnished and the provisions of this Section 3.03(d) separately complied with in order to consummate any such Drag Along Sale.
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. 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. 4.1 In the event that the Requisite Parties (as defined in the Memorandum and Articles) approve a Sale of the Company (as defined in the Memorandum and Articles) and such proposed approved Sale of the Company implies a valuation of the Company of at least an amount equal to the Drag Threshold Valuation (as defined in the Memorandum and Articles), then each other shareholder of the Company (each, a “Dragged Shareholder”) hereby agrees with respect to all Shares which he, she or it own(s) or over which he, she or it otherwise exercises voting or dispositive authority:
(i) in the event such transaction is to be brought to a vote at a shareholder meeting, after receiving proper notice of any meeting of shareholders of the Company, to vote on the approval of a Sale of the Company, to be present, in person or by proxy, as a holder of voting shares, at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings;
(ii) to vote (in person, by proxy or by action by written resolution or consent, as applicable) all Shares in favor of such Sale of the Company and in opposition to any and all other proposals that could reasonably be expected to delay or impair the Sale of the Company;
(iii) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale of the Company;
(iv) to execute and deliver all related documentation and take such other action in support of the Sale of the Company as shall reasonably be requested by the Company or the Requisite Parties;
(v) if the Sale of the Company is structured as a Share Sale, to sell the same proportion of his, her or its Shares as is being sold by the Requisite Parties who are shareholders of the Company, and, except as permitted in Section 4.2 below, on the same terms and conditions as approved by the Requisite Parties;
(vi) not to deposit, and to cause their Affiliates not to deposit, except as provided in the Memorandum and Articles, any Shares owned by such Dragged Shareholder or Affiliate in a voting trust or subject any such Shares to any arrangement or agreement with respect to the voting of such Shares, unless specifically requested to do so by the acquirer in connection with the Sale of the Company;
(vii) if the consideration to be paid in exchange for the Shares includes any securities and due receipt thereof by any Dragged Shareholder would require under applicable law (a) the registration or qualifica...
Drag Along. A Management Stockholder may Transfer such Management Stockholder’s Shares to the extent required pursuant to Section 4(b) below.
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. 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) Definitions in this Section are as set out in the Shareholder Agreement (defined in Article 9.1 of the Company’s articles (the “Articles”)) amongst the Company and certain of its shareholders dated April 14, 2020, as amended from time to time.
(b) If:
(i) Bound Shareholders (the “Selling Shareholders”), holding not less than 75% of the Equity Securities (calculated on a Fully Diluted Basis) that are subject to the SHA, approve the Transfer to a Person or Persons acting jointly or in concert (a “Drag Along Purchaser”) of all of their Equity Securities; and
(ii) the Drag Along Purchaser offers to acquire all of the remaining outstanding Equity Securities of all other kinds or classes from each of the other securityholders of the Company on equivalent terms and conditions for each kind or class of security, mutatis mutandis, as those agreed to by the Selling Shareholders; (the “Drag Along Offer”), then the Award Holder must Transfer this Award to the Drag Along Purchaser in accordance with the terms and conditions of the Drag Along Offer. Notwithstanding the foregoing: (A) if the Transfer of the Equity Securities of the Selling Shareholders and the Other Securityholders to the Drag Along Purchaser pursuant to the Drag Along Offer will result in a Change of Control, the accelerated vesting provision in Section I. Notice of Award will be deemed to have occurred immediately prior to the change of control; and (B) the Selling Shareholders will provide the Award Holder with at least fifteen (15) days’ notice prior to the Transfer requirement being effective, in order that the Award Holder may exercise any vested portion of this Award (including the amount that would vest through accelerated vesting) prior to the requirement to Transfer this Award.