Drag-Along Rights Clause Samples
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Drag-Along Rights. (a) If, at any time prior to a Qualified IPO, any Investor (the “Drag-Along Seller”) secures an irrevocable offer to acquire all share capital or assets of the Company (a “Drag-Along Sale”) with a valuation of the Company of more than US$600,000,000 with any Person (such Person, a “Drag-Along Purchaser”) upon such terms and conditions as agreed to with the Drag-Along Seller, and such Drag-Along Sale is agreed by a majority vote of the other Investors and a majority vote of the Founders, each other Investor (an “Other Investor”) agrees, at the request of the Drag-Along Seller, to participate in such Drag-Along Sale as set forth in this Section 9.1.
(b) If the Drag-Along Sale is structured as a sale of Shares, each Other Investor shall sell to the Drag-Along Purchaser all Shares then held by such Other Investor on the same terms and conditions as are applicable to the Drag-Along Seller, including the same per-share consideration with respect to a specific class of Shares, and shall execute the necessary transfer forms in favor of the Drag-Along Purchaser; provided that the proceeds from such sale of any Round C Investors shall not be less than the higher of (i) the Series A Liquidation Amount (as defined in the Memorandum and Articles) or (ii) the purchase price as stated in the offer of the Drag-Along Purchaser pro rata based on the number of Ordinary Shares held by such Round C Investors (on an as-converted basis); provided, further, that except with respect to any liability incurred by such Other Investor individually, such Other Investor shall not be liable to a Drag-Along Purchaser for an amount greater than the proceeds from such sale.
(c) If the Drag-Along Sale is structured as a merger, amalgamation or scheme of arrangement of the Company or other transaction that requires the approval of the Investors, each Investor shall vote its respective Shares (or execute and deliver any written consents in lieu thereof) in favor of any Drag-Along Sale and all actions deemed reasonably necessary by the Drag-Along Seller in connection with the Drag-Along Sale, and against any action or proposal that may prevent, hinder or impede the consummation of the Drag-Along Sale.
(d) The Drag-Along Seller shall provide written notice of a proposed Drag-Along Sale to the Other Investors (a “Drag-Along Sale Notice”) not later than ten (10) days prior to such proposed Drag-Along Sale. The Drag-Along Sale Notice shall identify the Drag-Along Purchaser, the per-Ordinary Share c...
Drag-Along Rights. (a) Subject to Sections 4.04(g) and 4.05, if a Shareholder (the “Drag-Along Seller”) proposes to Transfer (not including, however, any pledge, encumbrance or hypothecation) any shares of any class of Shares that results in a Change of Control (i) to any Third Party or Parties or (ii) to any Person in connection with a reorganization or restructuring of the Company as determined by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, and (any such Transfer, a “Drag-Along Sale”), the Drag-Along Seller may at its option require each other Stockholder to Transfer the Drag-Along Portion of the class of Shares (“Drag-Along Rights”) then held by such other Stockholder, and (subject to and at the closing of the Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, (i) for the same consideration per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, and (iii) otherwise on the same terms and conditions as the Drag-Along Seller; provided that any other Stockholder that holds options the exercise price per share of which is greater than the per share price at which the Common Shares are to be Transferred to the Drag-Along Transferee, if required by the Drag-Along Seller to exercise such options, may, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If the Drag-Along Sale is not consummated with respect to any Common Shares acquired upon exercise of such options, or the Drag-Along Sale is not consummated, such options shall be deemed not to have been exercised or canceled, as applicable.
(b) The Drag-Along Seller shall provide notice of such Drag-Along Sale to the other Stockholders (a “Drag- Along Sale Notice”) not later than twenty (20) Business Days prior to the proposed Drag-Along Sale. The Drag- Along Sale Notice shall identify the Drag-Along Transferee, the number of Shares subject to the Drag-Along Sale, the consideration for which a Transfer ...
Drag-Along Rights. (a) At any time, at the written request of any Harvest Fund, the Optionee agrees to vote all of its Stock, at a special or annual meeting of stockholders or by written consent in lieu of a meeting, in favor of and, if applicable, shall sell its pro rata portion of the amount of any type of securities of the Company to be transferred in connection with, a "Sale of the Business" (as defined in the Stockholders Agreement). In order to effect the foregoing covenant, the Optionee hereby grants to each Harvest Fund with respect to all of Optionee's Stock an irrevocable proxy (which is deemed to be coupled with an interest) with respect to any stockholder vote or action by written consent solely to effect such Sale of the Business in compliance with this Section 7.
(b) The Company and the Optionee each hereby agree to cooperate fully (including by waiving any other appraisal rights to which the Optionee may be entitled under applicable law and the Optionee does hereby waive all such appraisal rights) with the Harvest Fund and the purchaser in any such Sale of the Business and, to execute and deliver all documents (including purchase agreements) and instruments as the applicable Harvest Fund and such purchaser request to effect such Sale of the Business including, without limitation, the making of representations and warranties as to due incorporation, existence and good standing, power and authority of the Optionee, and ownership of Stock and the granting of all indemnifications and the execution of all agreements (including, without limitation, participating in any escrow arrangements to the extent of their respective pro rata portion) and similar arrangements which the applicable Harvest Funds is making or executing, provided that the indemnification obligation of the Optionee to proposed purchaser with respect to the breach of any representation or warranty concerning the Company shall be limited to the lesser of the pro rata portion of the obligation and the net proceeds to be received by the Optionee in connection with such Sale of the Business. The Harvest Funds agree that upon such Sale of the Business the Optionee shall receive its pro rata portion of the net proceeds (taking into account transaction costs and expenses incurred by the Harvest Funds in connection with such Sale of the Business, reasonable transaction costs and expenses incurred by each other stockholder of the Company in connection with such Sale of the Business and the costs and expenses ...
Drag-Along Rights. (a) Subject to Section 5.4, if one or more Class B Stockholders (the “Drag-Along Sellers”) propose to sell, other than to a Permitted Holder or in a Market Sale, all of their Shares, and such sale would result in a Change of Control (and has been approved as provided in Section 5.2(a)), then, if requested by the Drag-Along Sellers, each other Class B Stockholder (each, a “Selling Stockholder”) shall be required to sell all of the Shares held by it in such transaction (the “Drag Transaction”).
(b) The Drag-Along Sellers shall provide written notice (the “Drag-Along Notice”) to each Selling Stockholder of any proposed Drag Transaction as soon as practicable following their compliance with Sections 5.2(a) and 5.4 and their exercise of the rights provided in Section 5.6(a). The Drag Along Notice shall set forth the consideration to be paid by the purchaser for the Shares, the identity of the purchaser and the material terms of the Drag Transaction.
(c) The consideration to be received by a Selling Stockholder shall be the same form and amount of consideration per Share to be received by the Drag-Along Sellers, and, subject to Section 5.6(d), the terms and conditions of such sale shall be the same as those upon which the Drag-Along Sellers sell their Shares.
(d) In connection with the Drag Transaction, each Selling Stockholder will agree to make or agree to the same customary representations, covenants, indemnities and agreements as the Drag-Along Sellers so long as they are made severally and not jointly and, among any Persons liable for a particular liability, such liability is borne by such Persons on a pro rata basis based on the consideration received by each such Person; provided that (i) any general indemnity given by the Drag-Along Sellers or Selling Stockholders not specific to any of them shall be shared by each of the Drag-Along Sellers and Selling Stockholders, in the case of the Selling Stockholders on a several basis according to the consideration received by such Selling Stockholder and not in excess of such Selling Stockholder’s net proceeds from the sale, (ii) any representation relating specifically to a Selling Stockholder and/or its Shares shall be made only by that Selling Stockholder, and (iii) in no event shall any Class B Stockholder be obligated to agree to any non-competition covenant or other similar agreement as a condition of participating in such sale.
(e) The fees and expenses incurred in connection with a sale under this Section ...
Drag-Along Rights. A. In the event of an Approved Sale, the Partners who approved the Approved Sale (the “Approving Partners”) have the right to require each other Partner (the “Non-Approving Partners”) to transfer all Partnership Units then held by such Non-Approving Partner, free and clear of all liens, security interests or other restrictions of any kind, in accordance with this Section 11.6.
B. In the event of an Approved Sale, the General Partner shall notify each Non-Approving Partner no more than 10 Business Days after the execution and delivery by all of the parties thereto of the definitive agreement entered into with respect to the Approved Sale and, in any event, no later than 20 Business Days prior to the closing date of such Approved Sale, and each Non-Approving Partner will, subject to satisfaction of the conditions in Section 11.6(C), (i) if such transaction requires approval by the Partners, with respect to all Partnership Units that such Partner owns or over which such Partner otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all such Partnership Units in favor of, and adopt, such Approved Sale, and to vote in opposition to any and all other proposals that could reasonably be expected to delay or impair the ability of the Partnership to consummate such Sale of the Partnership, (ii) refrain from exercising any dissenter’s rights or rights of appraisal under applicable law at any time with respect to such Approved Sale, and (iii) if the Approved Sale is structured as a sale of Partnership Units, each Non-Approving Partner will agree to sell the same proportion of Partnership Units beneficially held by such Partner as is being sold by the Approving Partners to the Person(s) to whom the Approving Partners propose to sell their Partnership Units, on the same terms and conditions as the Approving Partners.
C. The obligations of the Partners pursuant to this Section 11.6 with respect to an Approved Sale are subject to the following conditions: (i) the aggregate consideration payable upon consummation of such Approved Sale to all of the Partners (the “Aggregate Consideration”) shall be allocated among the Partners as set forth in Section 5.3, (ii) upon the consummation of the Approved Sale, all of the Partners shall receive the same form of consideration per Partnership Unit of the same class or other equity interest, as allocated pursuant to subsection (i) hereof (except that a member of management may, w...
Drag-Along Rights. (a) Prior to the consummation of a proposed Drag-Along Sale, the Drag-Along Sellers may, at their option, require each other OZ Limited Partner to sell its Drag-Along Securities to the Drag-Along Purchaser by giving written notice (the “Notice”) to such other OZ Limited Partners not later than ten Business Days prior to the consummation of the Drag-Along Sale (the “Drag-Along Right”); provided, however, that if the Drag Along Right is exercised by the Drag-Along Sellers, all OZ Limited Partners shall sell their Drag-Along Securities to the Drag-Along Purchaser on the same terms and conditions, including the class of security, the consideration per Company Security and the date of sale, as applicable to the Drag-Along Sellers. The Notice shall contain written notice of the exercise of the Drag-Along Right pursuant to this Section 8.6, setting forth the consideration to be paid by the Drag-Along Purchaser and the other material terms and conditions of the Drag-Along Sale.
(b) Within five Business Days following the date of the Notice, the Drag-Along Sellers shall have delivered to them by the other OZ Limited Partners their Drag-Along Securities together with a limited power-of-attorney authorizing such Drag-Along Sellers to sell such other OZ Limited Partner’s Drag-Along Securities pursuant to the terms of the Drag-Along Sale and such other transfer instruments and other documents as are reasonably requested by the Drag-Along Sellers in order to effect such sale.
(c) Each OZ Limited Partner agrees that, notwithstanding anything to the contrary in this Section 8.6, it shall participate in a “Drag-Along Sale” (as defined in the DIC Sahir Transaction Agreement) in accordance with, and to the extent required by, the provisions in the DIC Sahir Transaction Agreement relating to “Drag-Along Rights” as if it were a party thereto.
Drag-Along Rights. So long as this Agreement shall remain in effect, if any of Vestar and its Affiliates receives an offer from a Third Party to purchase all or any portion of the outstanding shares of Common Stock and such offer is accepted by Vestar or such Affiliate, as the case may be, then each other Stockholder hereby agrees that it will, if requested in writing not less than 15 days' prior to the requested Transfer date by Vestar or such Affiliate, Transfer a pro rata number of Securities beneficially owned by it to such Third Party on the terms of the offer so accepted by Vestar or such Affiliate, as the case may be; including making the same representations, warranties, covenants, indemnities and agreements that Vestar or such Affiliate, as the case may be, agrees to make (except that, in the case of representations and warranties pertaining specifically to Vestar or such Affiliate, as the case may be, each other Stockholder shall make the comparable representations and warranties pertaining specifically to itself); provided that all representations, warranties and indemnities shall be made by Stockholders severally and not jointly and that the liability of Stockholders (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) shall be evidenced in writings executed by them and the transferee and shall be borne by each of them on a pro rata basis; and provided further that the terms of such offer applicable to any Common Stock beneficially owned by such other Stockholder are no less favorable than the terms of such offer applicable to the Common Stock beneficially owned by Vestar or such Affiliate, as the case may be, and their respective Affiliates (including with respect to the amount and nature of consideration and time of receipt thereof); and provided further that the first shares of Common Stock Transferred by such other Stockholder must be Vested Purchased Shares until such other Stockholder owns no more Vested Purchased Shares, then the Option Shares until such other Stockholder owns no more Option Shares, then the portion of any Options then held by such other Stockholder that are then vested and exercisable (provided in the case of a Transfer of any such portion of the Options that the Company shall have made acceptable arrangements with the transferee for the same per share consideration to be paid to such Stockholder for such portion of the Option as the transferee pays for the shares of Common Stock to be purchas...
Drag-Along Rights. (a) Each holder of Minority Shares hereby agrees that if at any time the Board or Sun elects to enter into a transaction which is likely to result in a Sale of the Company to a Person (upon such election, an “Approved Sale”), each holder of Minority Shares will vote for, consent to and raise no objections against such Approved Sale, regardless of the consideration being paid in such Approved Sale, so long as such Approved Sale complies with this Section 3.2. Subject to the provisions of Section 3.2(b), if the Approved Sale is structured (x) as a merger or consolidation, each such holder will waive any dissenters rights, appraisal rights or similar rights in conjunction with such merger or consolidation, (y) as a sale of equity, each such holder of Minority Shares will agree to sell up to all of such holder’s Minority Shares on the terms and conditions approved by Sun, or (z) as a sale of assets, each such holder will vote in favor of any subsequent liquidation or other distribution of the proceeds therefrom in accordance with the Company’s Certificate of Incorporation as approved by Sun. The Company and each holder of Minority Shares will take all actions requested by Sun in connection with the consummation of an Approved Sale, including the execution of all agreements, documents and instruments in connection therewith requested of the Company or such holder by Sun or of such holder by the Company.
(b) Upon the consummation of the Approved Sale, each holder of Minority Shares participating in such Approved Sale will receive the same portion of the aggregate consideration available to be distributed to the stockholders of the Company (in their capacity as such) that such Stockholders participating in such sale (in their capacity as stockholders of the Company) would have received if such aggregate consideration had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in the Certificate of Incorporation as in effect immediately before such Approved Sale; provided, however, that in the case of a Stockholder who holds options or warrants exercisable into Common Stock which have not yet been exercised, the consideration received shall be deemed to be reduced (for purposes of such Stockholder’s consideration only) by such option’s and/or warrant’s exercise price.
(c) Each holder of Minority Shares participating in such Approved Sale will be obligated to join on a pro rata basis (applied such that after giving e...
Drag-Along Rights. (a) If at any time the Special Limited Partner and/or its Affiliates desire to Transfer in one or more transactions all or any portion of its and/or their Partnership Interests (or any beneficial interest therein) in an arm’s-length transaction to a bona fide third party that is not an Affiliate of the Special Limited Partner (an “Applicable Sale”), the Special Limited Partner can require each other Partner and Assignee to sell the same ratable share of its Partnership Interests as is being sold by the Special Limited Partner and such Affiliates (based upon the total Partnership Interests held by the Special Limited Partner and its Affiliates at such time) on the same terms and conditions (“Drag-Along Right”). The Special Limited Partner may in its sole discretion elect to cause the General Partner and/or the Partnership to structure the Applicable Sale as a merger or consolidation or as a sale of the Partnership’s assets. If such Applicable Sale is structured (i) as a merger or consolidation, then no Limited Partner or Assignee shall have any dissenters’ rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) as a sale of assets, then no Limited Partner may object to any subsequent liquidation or other distribution of the proceeds therefrom. Each Limited Partner and Assignee agrees to consent to, and raise no objections against, an Applicable Sale. In the event of the exercise by the Special Limited Partner of its Drag-Along Right pursuant to this Section 7.4, each Limited Partner and Assignee shall take all reasonably necessary and desirable actions approved by the Special Limited Partner in connection with the consummation of the Applicable Sale, including the execution of such agreements and such instruments and other actions reasonably necessary to provide customary and reasonable representations, warranties, indemnities, covenants, conditions and other agreements relating to such Applicable Sale and to otherwise effect the transaction; provided, however, that (A) such Limited Partners and Assignees shall not be required to give disproportionately greater or more onerous representations, warranties, indemnities or covenants than the Special Limited Partner or its Affiliates, (B) such Limited Partners and Assignees shall not be obligated to bear any share of the out-of-pocket expenses, costs or fees (including attorneys’ fees) incurred by the Partnership or its Affiliates in connection with such Applicable Sal...
Drag-Along Rights. (a) If BLUM and/or its Affiliates (in such capacity, ▇▇▇ "Dragging Party") agree to Transfer to a Third Party or a group of Third Parties (other than in a Public Offering) a majority of the shares of Common Stock beneficially owned by BLUM and its Affiliates at the time of such Tr▇▇▇▇er, then each of the Non-BLUM Parties hereby agrees that, if requested ▇▇ ▇he Dragging Party, it will Transfer to such Third Party on the same terms and conditions (including, without limitation, time of payment and form of consideration, but subject to Section 2.5(b)) as to be paid and given to the Dragging Party, the same portion (as determined by the immediately succeeding sentence) of such Non-BLUM Party's Restricted Securities as is being ▇▇▇nsferred by BLUM and its Affiliates. Each Non-BLUM Party ▇▇▇ be required to sell pursuant to ▇▇▇s Section 2.5 that number of Restricted Securities equal to the product obtained by multiplying (i) a fraction, (A) the numerator of which is the aggregate number of shares of Common Stock to be Transferred by BLUM and its Affiliates and (B) the denominato▇ ▇▇ which is the aggregate number of shares of Common Stock owned by BLUM and its Affiliates at the time of the Tra▇▇▇▇r by (ii) the aggregate number of shares of Common Stock owned by such Non-BLUM Party (including for these purposes all s▇▇▇▇s of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities).
(b) The Dragging Party will give notice (the "Drag- Along Notice") to each of the Non-BLUM Parties of any proposed Transfer giving r▇▇▇ to the rights of the Dragging Party set forth in Section 2.5(a) at least ten (10) calendar days prior to such Transfer. The Drag-Along Notice will set forth the number of shares of Common Stock proposed to be so Transferred, the name of the Proposed Transferee, the proposed amount and form of consideration (and if such consideration consists in part or in whole of property other than cash, the Dragging Party will provide such information, to the extent reasonably available to the Dragging Party, relating to such consideration as the Non-BLUM Parties may reasonably request in order t▇ ▇▇aluate such non-cash consideration), the number of Restricted Securities sought and the other terms and conditions of the proposed Transfer. In connection with any such Transfer, such Non-BLUM Parties shall be obligated only to (i) ma▇▇ ▇epresentations and warranties (and provide related indemnification) as to their respective individual Owne...