Common use of Drag-Along Notice Clause in Contracts

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, 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 Director, 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”).

Appears in 2 contracts

Samples: Restricted Stock Agreement (Servicemaster Global Holdings Inc), Director Stock Subscription Agreement (Servicemaster Co, LLC)

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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, more than 50.0130% of the Common Stock Shares collectively owned by the Investors as of the Effective Closing Date to a Third-Party Buyer and the applicable Investor(s) elects to exercise its rights under this Section 79, the Company shall deliver written notice (a “Drag-Along Notice”) to the DirectorEmployee, which notice shall state (i) that the Investor(s) wishes to exercise its rights under this Section 7 9 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 StockShares, (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”).

Appears in 2 contracts

Samples: Employee Stock Subscription Agreement (RSC Equipment Rental, Inc.), Employee Stock Subscription Agreement (RSC Holdings Inc.)

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, more than 50.0130% of the Common Stock Shares collectively owned by the Investors as of the Effective Closing Date to a Third-Party Buyer and the applicable Investor(s) elects to exercise its rights under this Section 79, the Company shall deliver written notice (a "Drag-Along Notice") to the DirectorEmployee, which notice shall state (i) that the Investor(s) wishes to exercise its rights under this Section 7 9 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 StockShares, (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").

Appears in 2 contracts

Samples: Employee Stock Subscription Agreement (RSC Holdings Inc.), Employee Stock Subscription Agreement (RSC Holdings III, LLC)

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, more than 50.01% of the Common Stock Shares 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 76, the Company shall deliver written notice (a “Drag-Along Notice”) to the DirectorEmployee, which notice shall state (i) that the Investor(s) wishes to exercise its rights under this Section 7 6 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 StockShares, (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”).

Appears in 1 contract

Samples: Employee Stock Subscription Agreement (Hertz Corp)

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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, more than 50.01% of the Common Stock Shares 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 DirectorEmployee, 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 StockShares, (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”).

Appears in 1 contract

Samples: Employee Stock Subscription Agreement (Hertz Corp)

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