Drag-Along Notice Sample Clauses

Drag-Along Notice. Prior to making any Drag-Along Sale, if Parent elects to exercise the option described in this Section 2(b), Parent shall provide the Holder with written notice (the “Drag-Along Notice”) not more than sixty (60) nor less than twenty (20) days prior to the proposed date of the Drag Along Sale (the “Drag-Along Sale Date”). The Drag-Along Notice shall set forth: (i) the name and address of the Third Party; (ii) the proposed amount and form of consideration to be paid per share and the terms and conditions of payment offered by the Third Party; (iii) the aggregate number of shares of Common Stock held by Parent as of the date that the Drag-Along Notice is first delivered, mailed or sent by courier, telex or telecopy to the Holder; (iv) the sale percentage; (v) the Drag-Along Sale Date and (vi) confirmation that the proposed Third Party has agreed to purchase the Management Investor’s shares of Common Stock in accordance with the terms hereof.
Drag-Along Notice. Prior to making any Drag-Along Sale in which the Drag-Along Shareholders wish to exercise their rights under this Section 5, the Drag-Along Shareholders shall provide the Company and the Dragged Shareholders with written notice (the “Drag-Along Notice”) not less than thirty (30) days prior to the proposed date of closing of the Drag-Along Sale (the “Drag-Along Sale Date”). The Drag-Along Notice shall set forth: (a) the name and address of the purchasers; (b) the proposed amount and form of consideration to be paid, and the terms and conditions of payment offered by each of the purchasers; (c) the Drag-Along Sale Date; (d) the number of shares held of record by the Drag-Along Shareholders on the date of the Drag-Along Notice which form the subject to be transferred, sold or otherwise disposed of by the Drag-Along Shareholders; and (e) the number of Shares of the Dragged Shareholders to be included in the Drag-Along Sale, as applicable. In the event that the Drag-Along Sale Date does not occur within ninety (90) days after the date of the Drag-Along Notice, the shareholders of the Company shall have no obligations to sell their Shares unless they receive a new Drag-Along Notice or otherwise agree with the purchaser(s) in writing.
Drag-Along Notice. If any of the Investors (whether acting alone or jointly with one or more of the other Investors) intends to sell or otherwise Transfer, or enter into an agreement to sell or otherwise Transfer, for cash or other consideration (including, without limitation, by way of stock sale, merger, consolidation or otherwise), more than 50.01% of the Common Stock collectively owned by the Investors as of the Effective Date to a Third-Party Buyer and the applicable Investor(s) elects to exercise its rights under this Section 7, the Company shall deliver written notice (a “Drag-Along Notice”) to the Employee, which notice shall state (i) that the Investor(s) wishes to exercise its rights under this Section 7 with respect to such sale, (ii) the name and address of the Third-Party Buyer, (iii) the per share amount and form of consideration the applicable Investor(s) proposes to receive for its Common Stock, (iv) the material terms and conditions of payment of such consideration and all other material terms and conditions of such sale, and (v) the anticipated time and place of the closing of the purchase and sale (a “Drag-Along Closing”).
Drag-Along Notice. If the CD&R Fund intends to effect a sale or transfer for cash or other consideration of more than 50% of its shares of Common Stock to a Third-Party Buyer and the CD&R Fund elects to exercise its rights under this Article IV, the CD&R Fund shall deliver written notice (a “Drag-Along Notice”) to the Minority Stockholders, which notice shall (a) state (i) that the CD&R Fund wishes to exercise its rights under this Article IV with respect to such sale, (ii) the name and address of the Third-Party Buyer, (iii) the per share amount and form of consideration the CD&R Fund proposes to receive for its shares of Common Stock and (iv) the terms and conditions of payment of such consideration and all other material terms and conditions of such sale, (b) contain an offer (the “Drag-Along Offer”) by the Third-Party Buyer to purchase from each Minority Stockholder a percentage of such Minority Stockholder’s Covered Shares, as the case may be, equal to the percentage of the shares of Common Stock owned by the CD&R Fund that are to be sold to the Third-Party Buyer (such percentage, the “Applicable Percentage”) on and subject to the same terms and conditions offered to the CD&R Fund and (c) state the anticipated time and place of the closing of the purchase and sale of the Applicable Percentage of such Covered Shares (an “Drag-Along Closing”), which (subject to such terms and conditions) shall occur not fewer than five (5) days nor more than ninety (90) days after the date such Drag-Along Notice is delivered (subject to extension for not more than an additional 60 days to the extent reasonably required to comply with applicable laws in connection with such sale); provided that if such Drag-Along Closing shall not be scheduled to occur prior to the expiration of such 90-day period, the CD&R Fund shall be entitled to deliver additional Drag-Along Notices with respect to such Drag-Along Offer in respect of such additional 60-day period.
Drag-Along Notice. The rights set forth in this Section 6.02 will be exercised by Parent or ECP, as applicable, giving written notice (the “Drag-Along Notice”) to each other Partner, at least 30 days prior to the date on which Parent or ECP, as applicable, expect to consummate the Drag-Along Sale. In the event that the material terms and/or conditions set forth in the Drag-Along Notice are thereafter amended in any material respect, Parent or ECP, as applicable, will give written notice (an “Amended Drag-Along Notice”) of the amended terms and conditions of the proposed Transfer to each other Partner. Each Drag-Along Notice and Amended Drag-Along Notice will set forth: (i) the name and address of the Drag-Along Transferee, (ii) the proposed amount and form of consideration and terms and conditions of payment offered by the Drag-Along Transferee, and (iii) the material terms of the proposed transaction including the expected closing date of the transaction.
Drag-Along Notice. A notice regarding any Drag-Along Sale (a "DRAG-ALONG NOTICE") shall be delivered within two Business Days following approval of any Drag-Along Sale by Newco or the PCA Holders to each Stockholder. The Drag-Along Notice shall include a copy of a bona fide offer from the intended buyer, which shall set forth the principal terms of the Drag-Along Sale, including the name and address of the intended buyer.
Drag-Along Notice. The Selling Partners shall give the Holder at least twenty day’s prior written notice (the “Drag-Along Notice”) of (i) the time and place designated for the closing of any Drag-Along Transaction and (ii) the number of Subject Units the Holder shall be required to Transfer at the closing of such Drag-Along Transaction.
Drag-Along Notice. The Drag-Along Notice shall set forth (a) the name and address of the transferee and (b) a copy of the written proposal pursuant to which the transfer will be effected, containing all of the material terms and conditions thereof, including (i) the number of Shares proposed to be transferred by HWH, (ii) the percentage of the Shares being sold by HWH vis-a-vis all the Shares owned by HWH in the case of a transfer under Section 3.01(b), (iii) the price per Share to be paid, (iv) the terms and conditions of payment offered by the transferee, (v) whether HWH has determined to exercise the Drag-Along Right, (vi) if HWH has determined to exercise the Drag-Along Right, that the transferee has been informed of the Drag-Along Right provided for in this Article III and has agreed to purchase the applicable Drag-Along Amount of each Dragged-Along Seller in accordance with the terms hereof, and (vii) the date and location of and procedures for selling the Shares to the transferee.
Drag-Along Notice. In order to exercise its Drag-Along Right, Metretek shall give written notice to the Employee Shareholders at least fifteen (15) days prior to the proposed date of Transfer (the "Drag-Along Notice"). The Drag-Along Notice shall set forth in reasonable detail the terms and conditions of the Transfer, the date on which such Transfer is to be consummated, and the name and address of the Drag-Along Purchaser.
Drag-Along Notice. The Dragging Stockholder shall exercise its rights pursuant to this Section 3.04 by delivering a written notice (the “Drag-along Notice”) to the Company and each Drag-along Stockholder no more than ten (10) Business Days after the execution and delivery by all of the parties thereto of the definitive agreement entered into with respect to the Drag-along Sale and, in any event, no later than ten (10) Business Days prior to the closing date of such Drag-along Sale. The Drag-along Notice shall make reference to the Dragging Stockholdersrights and obligations hereunder and shall describe in reasonable detail: