Drag-Along Rights Sample Clauses

Drag-Along Rights. (a) If the Sponsor and its Affiliates propose to transfer all or any portion of the shares of Common Stock beneficially owned by them to a Third Party (a “Drag-Along Sale”), you and your Permitted Transferees shall, at the Sponsor’s option and in the Sponsor’s sole discretion, upon your receipt of written notice from the Sponsor, sell the Drag-Along Portion of your Award Shares to such Third Party for the same consideration and otherwise on the same terms and conditions on which the Sponsor and its Affiliates sell their shares of Common Stock in such Drag-Along Sale (the “Drag-Along Rights”).The “Drag-Along Portion” of your Award Shares means, at any time, the number of Award Shares beneficially owned by you and your Permitted Transferees, multiplied by a fraction, the numerator of which is the number of shares of Common Stock proposed to be sold on behalf of the Sponsor in such Drag-Along Sale and the denominator of which is the total number of shares of Common Stock then beneficially owned by the Sponsor.(b) The Sponsor shall provide written notice of such Drag-Along Sale to you (a “Drag-Along Notice”) not less than 20 days prior to the consummation of such proposed Drag-Along Sale which notice shall state that the Sponsor proposes to effect a transfer of a certain number of shares of Common Stock, the number of shares of Common Stock proposed to be transferred, the purchase price, the proposed transferee, the number of Award Shares which you are required to transfer in such Drag-Along Sale (based on the methodology set forth in Section 7.4(a)), and all other material terms and conditions of the Drag-Along Sale. Subject to Section 7.4(c), you shall be required to participate in the Drag-Along Sale on the terms and conditions set forth in the Drag-Along Notice. Not later than the tenth day following the date of the Drag-Along Notice (the “Drag-Along Notice Period”), you shall deliver to a representative of the Sponsor designated in the Drag-Along Notice certificates representing all the Award Shares beneficially owned and held by you, duly endorsed, together with all other documents required to be executed in connection with such Drag-Along Sale, or, if such delivery is not permitted by applicable law, an unconditional agreement to deliver such Award Shares pursuant to this Section 7.4 at the closing for such Drag-Along Sale against delivery to you of the consideration therefor. If you should fail to deliver such certificates to the Sponsor in a Drag-Alon...
Drag-Along Rights. If one or more Majority Stockholder desires to (i) sell, prior to the Agreement Termination Date, forty percent (40%) or more of its direct or indirect pecuniary interest (as defined in Rule 16a-1 under the Exchange Act) in any Shares of Common Stock (including through the disposition of interests in LVB Acquisition Holding, LLC (“LVB LLC”)), in a single transaction or a series of related transactions, to a good faith independent purchaser (a “Purchaser”) (other than any other Majority Stockholder, other investment partnership, limited liability company or other entity established for investment purposes and controlled by one or more of the members (other than passive investors) or the principals of the Majority Stockholder or any of their Affiliates and other than any Employees of the Majority Stockholder or their Affiliates, hereinafter referred to as a “Permitted Transferee”) upon such terms and conditions as agreed to with the Majority Stockholder, the Management Stockholder or Transferee agrees, at the request of the Majority Stockholder, to sell to such Purchaser a number of its Shares of Common Stock, not to exceed (a) the number of Shares of Common Stock held by such Management Stockholder or Transferee multiplied by (b) a fraction, the numerator of which is the aggregate number of Shares of Common Stock in which the Majority Stockholder has a pecuniary interest that such Majority Stockholder has proposed to be transferred, and the denominator of which is the aggregate number of Shares of Common Stock in which the Majority Stockholder has a pecuniary interest (or to vote such number of Shares in favor of any merger or other transaction which would effect a sale of such Shares) at the same price per share of Common Stock and pursuant to the same terms and conditions with respect to payment for the Shares as agreed to by the Majority Stockholder; provided that, except with respect to any liability incurred by such Management Stockholder or any Transferee individually, the Management Stockholders and any Transferees shall not be liable to a Purchaser for an amount greater than the proceeds from the sale. In such case, the Majority Stockholder shall give written notice of such sale to the Management Stockholder or Transferee at least fifteen (15) days prior to the consummation of such sale, setting forth (i) the consideration to be received by the holders of shares of Common Stock, (ii) the identity of the Purchaser, (iii) any other material terms and ...
Drag-Along Rights. For so long as Heartland is entitled to the right to designate directors as set forth in Section 6.3 of the Existing Stockholders Agreement, in the event that one or more of the Heartland Entities (the "Drag-Along Rightholders") receive a bona fide offer from a Tag-Along Third Party Purchaser to purchase (including a purchase by merger) all or substantially all of the Shares held by the Heartland Entities or all or a substantial portion of the Common Stock or consolidated assets of the Company, the Drag-Along Rightholders may send written notice (the "Drag-Along Notice") to the Company and the other Stockholders (the "Drag-Along Sellers") notifying them they will be required to sell all (but not less than all) of their Shares in such sale (or, in the case of a merger or asset sale, vote as stockholders in favor of such sale). Upon receipt of a Drag-Along Notice, each Drag-Along Seller receiving such notice shall be obligated to (i) sell all of its Shares in the transaction (including a sale by merger or asset sale) contemplated by the Drag-Along Notice for the same consideration per Share and otherwise on the same terms and conditions as the Drag-Along Rightholders (including payment of its pro rata share of all costs associated with such transaction) and (ii) otherwise take all necessary action in its capacity as a stockholder to cause the consummation of such transaction, including voting its Shares in favor of such transaction and not exercising any appraisal rights in connection therewith. The obligations of the Drag-Along Sellers in respect of a transaction under this Section 3.1(g) are subject to the satisfaction of the following conditions: (i) upon the consummation of any such transaction, each Drag-Along Seller shall have the right to receive cash and/or other consideration in the same form and amount per share of consideration paid to Drag-Along Rightholders in such transaction or any other transaction related thereto (such as a payment for consulting or management services or non-compete payments); (ii) if any Drag-Along Seller is given an option as to the form and amount of consideration to be received, each other Drag-Along Seller will be given the same option with respect to its applicable pro rata share; and (iii) no Drag-Along Seller shall be obligated under the terms of any agreement respecting any transaction subject to this Section 3.1(g) to indemnify any person in an amount greater than the proceeds to be received by such Drag-Along Sel...
Drag-Along Rights i) Subject to the provisions of Section 13.12 ("Right of First Offer"), in the event that at any time any Kelso Member (A) proposes to Transfer Interests or Special Membership Interests in the Company, other than any Transfer to an Affiliate of Kelso, and such Interests or Special Membership Interests would represent, together with all Interests and Special Membership Interests previously Transferred by the Kelso Members, more than 75% of the aggregate Interests and Special Membership Interests, taken together, held by the Kelso Members or (B) desires to effect an Exit Event, the Kelso Members shall have the right (the "Drag-Along Right"), upon written notice to the other Members, to require that each other Member join pro rata in such sale on substantially the same terms (including with respect to representations, warranties and indemnification) as the selling Kelso Members, provided, however, that any representations and warranties relating specifically to any Member shall only be made by that Member and any indemnification provided by the Members shall be based on the relative purchase price being received by each Member in the proposed sale, either on a several, not joint, basis or solely with recourse to an escrow established for the benefit of the proposed purchaser; provided, further, however, that the form or forms of consideration to be received by Kelso or any Kelso Member in connection with the proposed sale may be different from that received by the other Members so long as the value of the consideration to be received by Kelso or any Kelso Member is the same or less (with respect to each of the Interests and Special Membership Interests being sold) than what they would have received had they received the same form or forms of consideration as the other Members (as reasonably determined by the Board in good faith). Notwithstanding the foregoing, the Kelso Members shall not be permitted to exercise the Drag-Along Right for a period of 18 months following the date hereof (the "Kelso Restriction Period") unless (x) the Company or any of its Subsidiaries is in default under any Financing Document or (y) for any fiscal quarter, in the good faith reasonable judgment of the Board, the Company and its Subsidiaries have failed to meet or exceed 75% of targeted EBITDA (as set forth in most recently business plan approved by the Board) for such period as set forth in the most recent business plan approved by the Board for such period. For purposes of this...
Drag-Along Rights. ( a) If, at any time following the date hereof, the Lead Trivest Investor shall enter into an agreement to sell, in a single transaction or a series of transactions, any of the Company Securities at the time owned by (and/or purchasable by) the Lead Trivest Investor to any Person or group of Persons who is not a Trivest Affiliate or an Affiliate of the Company (the "Buyer") (including, without limitation, a sale of the Company by merger, consolidation, sale of all or substantially all of its assets, sale of all of the outstanding Common Stock or otherwise), then the Lead Trivest Investor may require each holder of Shareholder Stock to sell all of the Shareholder Stock owned by (and/or purchasable by) such holders to the Buyer contemporaneously with the sale by the Lead Trivest Investor and at the same price per share and on the same terms and conditions as are applicable to the Company Securities to be sold by the Lead Trivest Investor; provided, that if the Lead Trivest Investor is selling less than all of Company Securities owned by (and/or purchasable by) it, each holder of Shareholder Stock shall sell an Applicable Percentage of the Shareholder Stock owned by (and/or purchasable by) such holder. Without limitation as to the foregoing, each holder of Shareholder Stock shall consent to and raise no objections against such a sale. If such sale is structured as a merger or consolidation, each such holder shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation to the fullest extent permitted by law. ( b) If the Lead Trivest Investor wishes to exercise the right granted pursuant to Section 5(a), the Lead Trivest Investor must give written notice to such effect to each holder of Shareholder Stock (a "Drag Along Notice") not less than 20 nor more than 60 days prior to the date upon which such sale is scheduled to close. Each Drag Along Notice shall (i) specify in reasonable detail all of the terms and conditions upon which such sale is to occur (including a description of all consideration payable in connection with the sale) and (ii) make explicit reference to this Section 5 and state that each such holder is obligated to sell its Shareholder Stock pursuant to such sale. ( c) If the Lead Trivest Investor exercises the right granted pursuant to Section 5(a), subject to the consummation of the sale of all Shareholder Stock to the Buyer and subject to compliance with the other applicable terms of this...
Drag-Along Rights. If at any time prior to a Qualifying Public Equity Offering, Sponsor and its Affiliates intend to effect a Substantial Change of Control, Sponsor shall have the right to require the other Shareholders (the "Drag-Along Shareholders") to sell the same percentage of Common Stock held by them relative to such Shareholder's ownership of Common Stock as Sponsor and its Affiliates are selling in such transaction in connection with such Substantial Change of Control; to vote such Common Stock, whether by proxy, voting agreement or otherwise in favor of the transactions constituting a Substantial Change of Control; to waive their appraisal or dissenters' rights with respect to such transaction; or otherwise, participate in such Substantial Change of Control and each other Shareholder agrees to take any and all reasonably necessary action in furtherance of the foregoing; provided that (a) the consideration to be received by the other Shareholders shall be for the same type and amount per share of consideration received by Sponsor, and (b) after giving effect to such transaction, Sponsor and its Direct Permitted Transferees shall have sold the same percentage of their holdings of Common Stock of the Company as sold by the Drag-Along Shareholders; provided, however, that CSFB will not be obligated to participate in such transaction if the consideration per share in such transaction is less than $16.90 per share (as adjusted for Adjustments) of the Common Stock of the Company paid by CSFB in connection with the Transactions and provided, further, that if Sponsor and its Affiliates are selling all of their shares of Common Stock in connection with such Substantial Change of Control, the Drag-Along Shareholders will be required to sell all of their shares pursuant to this Section 4.03. In connection with the sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders shall not be required to make any representations and warranties other than the Shareholder Representations. In addition, no Drag-Along Shareholder shall be liable in respect of any indemnification in connection with a transaction effected pursuant to this Section 4.03 (a "Drag-Along Transaction") (with respect to such Shareholder's Shareholder Representations) in excess of the consideration received by such Drag-Along Shareholder in such Drag-Along Transaction and no such Drag-Along Shareholder shall be required to participate in any escrow relating to such Drag-Along Tra...
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 32 16 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 p...
Drag-Along Rights. If the holders of a majority of the outstanding shares of Series AA Preferred Stock and Common Stock (including the Converted Common), each voting as a separate class, approve (i) an acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation) that would result in the transfer of fifty percent (50%) or more of the outstanding voting power of the Company or in which the stockholders of the Company immediately prior to such transaction would own, as a result of such transaction, less than a majority of the voting securities, in the same relative proportions, of the successor or surviving corporation immediately thereafter or a sale of all or substantially all of Company’s assets, whether by means of a merger, consolidation, sale of stock or assets or otherwise (a “Sale of the Company”) or (ii) a proposed round of equity financing by the Company (the “Equity Financing”), then all Common Holders shall consent to and vote their shares of Common Stock in favor of the Equity Financing or the Sale of the Company, and if the Sale of the Company is structured as (a) a merger or consolidation of the Company, or a sale of all or substantially all of the Company’s assets, each Common Holder shall waive any dissenters’ rights, appraisal rights or similar rights in connection with such merger, consolidation or asset sale, or (b) a sale of the stock of the Company, the Common Holders shall agree to sell their shares of Common Stock on the terms and conditions approved by the holders of a majority of the outstanding shares of Preferred Stock and Common Stock, each voting as a separate class. Each Common Holder hereby irrevocably constitutes and appoints the Company and any representative or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Common Holder and in the name of such Common Holder or in its own name, for the purpose of carrying out the terms of this Section 5, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Section 5. Such Common Holder hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. The rights under this Section 5 shall expire upon the Company’s Initial Public Offering.
Drag-Along Rights. (a) If the KPS Funds desire to sell or transfer more than 10% of the Common Stock or Preferred Stock held by the KPS Funds (the “KPS Sale”) to a third party (“Acquiror”) not an Affiliate of the KPS Funds, or to effect a sale of all or substantially all of the assets of the Company and its subsidiaries on a consolidated basis, then the KPS Funds shall have the right, subject to all of the provisions of this Section 4.7 (“Drag-Along Right”) and to the extent permitted by applicable law, to require each of the other Shareholders to (a) if such KPS Sale is structured as a sale of Capital Stock, sell, transfer and deliver or cause to be sold, transferred and delivered to such Acquiror the same percentage of Common Stock or Preferred Stock owned by such Shareholders, or (b) if such KPS Sale is structured as a merger, consolidation, sale of all or substantially all assets or other transaction requiring the consent or approval of the Company’s stockholders, vote such Shareholder’s shares of Voting Stock in favor thereof, and otherwise consent to and raise no objection to such transaction, and waive any dissenters’ rights, appraisal rights or similar rights which such Shareholder may have in connection therewith; and, in any such event, subject to the provisions of subsection (c) of this Section 4.7, each such other Shareholder shall agree to and shall be bound by the same terms, provisions and conditions in respect of the KPS Sale as are applicable to the Shareholders. The provisions of Sections 4.1 through 4.5, inclusive, shall not apply to any transaction to which this Section 4.7 applies to the extent the KPS Funds shall have in fact exercised their “Drag-Along Right” under this Section 4.7.(b) If the KPS Funds desire to exercise their Drag-Along Rights, they shall give written notice to the other Shareholders (“Drag-Along Notice”) of the KPS Sale, setting forth the name and address of the Acquiror, the date on which such transaction is proposed to be consummated (which shall be not less than 15 calendar days after the date such Drag-Along Notice is given) and the proposed amount of consideration and copies of any form of agreement proposed to be included by the KPS Funds and the other Shareholders. The KPS Funds shall not be entitled to exercise their Drag-Along Rights under this Section 4.7 unless all of the consideration to be paid to the other Shareholders is in the form of cash or readily marketable securities or as the other Shareholders shall reasonably ...
Drag-Along Rights. (a) In the event Goode desires to accept a bona fide, written offer from a Person who is not a Disqualified Drag-Along Participant (a “Proposed Drag-Along Transferee”) for the Transfer (pursuant to an arm’s length transaction) of all of the Series A Stock and Series X Stock held by Goode and such Transfer would not result in Goode or any Affiliate of Goode receiving any brokerage, finders, consulting or other similar fees in connection with the transactions contemplated by such Transfer (a “Drag-Along Disposition”), Goode will have the right (a “Drag-Along Right”) to require each other Stockholder to participate in such Drag-Along Disposition with such Proposed Drag-Along Transferee by selling its Securities on the same terms and conditions as are set forth in the written notice provided to each of the other Stockholders given not less than 20 days prior to the closing of the transactions contemplated by the proposed Drag-Along Disposition in accordance with Section 2.4(b) (the “Drag-Along Notice”). Each Stockholder, including Goode, transferring Securities pursuant to this Section 2.4 will pay its pro rata share (based on the total proceeds allocable to such Stockholder from the sale pursuant to Section 2.5) of the expenses incurred in connection with such Drag-Along Disposition. Goode may only transfer and assign its rights and obligations under this Section 2.4 if such transfer and assignment covers all of its rights and obligations under this Section 2.4 and such transfer and assignment is made to a Person who, at the same time, acquires a majority of the Series A Stock of the Company held by Goode on the date hereof. (b) Drag-Along Notice. The Drag-Along Notice will set forth: (i) the name and address of the Proposed Drag-Along Transferee, (ii) the proposed terms and conditions of the Drag-Along Disposition, and (iii) the allocation of the proposed purchase price as among the Stockholders with respect to each of their holdings of Securities, it being understood and agreed that such proposed purchase price and proposed terms and conditions may change in the course of negotiations and Goode will use reasonable efforts to keep the Stockholders apprised of any such changes. (c) Cooperation of Other Stockholders. The Stockholders other than Goode will cooperate in effecting any Drag-Along Disposition in which any of them participates, and, if requested by the Proposed Drag-Along Transferee, will enter into agreements with the Proposed Drag-Along Transferee...