Drag-Along Sale. If the Persons holding Ownership Interests in the Company representing (i) 50% or more of the voting power of all such outstanding Ownership Interests, in the aggregate, and (ii) the entitlement to receive 50% or more of all distributions, including distributions of Carried Interest, individually or in the aggregate (the “Drag-Along Sellers”) desire to Transfer to any Purchaser, Ownership Interests in the Company representing (1) 50% or more of the voting power of all such outstanding Ownership Interests, in the aggregate, and (2) the entitlement to receive 50% or more of all distributions, including distributions of Carried Interest, whether in one transaction or a series of related transactions (any such transaction or series of related transactions, a “Drag-Along Sale”), then the Company and DBOC shall or shall cause the Drag-Along Sellers to give thirty (30) days’ prior written notice to the Wafra Representative of the Drag-Along Sale (a “Drag-Along Notice”) which notice shall identify the Purchaser, the percentage of its Ownership Interests proposed to be Transferred in the Drag-Along Sale, the applicable percentage of the then-issued Ownership Interests (including the corresponding percentages of Carried Interest with respect to the Digital Colony Funds to be Transferred as a result of the proposed Transfer of such Ownership Interests) that such proposed Transfer represents and a summary of the other material terms and conditions of the proposed Drag-Along Sale. To the extent not previously provided, each Drag-Along Seller shall make available to the Wafra Participation Entity all material information made available to the Purchaser in connection with the Drag-Along Sale and any other information reasonably requested by the Wafra Representative to the extent available, and (subject to the Wafra Participation Entity’s rights under Section 10 and Section 11) require the Wafra Participation Entity(s) holding Ownership Interests to sell to the Purchaser at the same price per Ownership Interest and otherwise on the same terms and conditions as those being offered to the Drag-Along Sellers (except as set forth in Section 10 and Section 11) that percentage of their Ownership Interests (including the corresponding percentages of Carried Interest with respect to the Digital Colony Funds to be Transferred as a result of the proposed Transfer of such Ownership Interests) (the “Wafra Dragged Interests”) as is equal to the percentage of the then issued Ownership ...
Drag-Along Sale. 5.1 Each Shareholder shall take all actions reasonably requested by Parent in order to consummate the Transactions as a Drag-Along Sale (as defined below) in accordance with Article 6.4 of the Company’s Second Amended and Restated Memorandum and Articles of Association (the “Articles”), including (i) executing and delivering all such other agreements, notices, certificates, instruments or documents as Parent may reasonably request in order to consummate such Drag-Along Sale and (ii) allowing Parent to execute and deliver, in each such Shareholder’s name and on its behalf, any notice of such Drag-Along Sale required under Article 6.2 of the Articles.
Drag-Along Sale. (a) In the event that the sale process set forth in Section 8.3 hereof does not result in a Company Sale, then at any time within sixty (60) days of the end of such process, if either Initial Member (or any transferee of an Initial Member's entire fifty percent (50%) Percentage Interest in the Company) (any such Person, the "Transferring Member") has received a bona-fide offer consisting of Permitted Consideration from a third party (which is not an Affiliate of the Transferring Member) regarding the Transfer of all of the Membership Units owned by the Transferring Member to such third party (the "Drag Transferee"), then the Transferring Member may, at its option and without the approval of any of any of the other Members (the "Remaining Members"), require each of the Remaining Members to include in any such Transfer to a Drag Transferee all, but not less than all, of the Membership Units (and, if applicable, any other securities of the Company) owned by each Remaining Member, as determined in accordance with this Section 8.4. In such event, the Transferring Member shall send written notice (the "Drag-Along Notice") of the exercise of its rights pursuant to this Section 8.4 to each Remaining Member, setting forth the sales price consideration per Membership Unit to be paid by the Drag Transferee and the other material terms and conditions of such transaction (such transaction, a "Drag-Along Sale"). The Drag-Along Notice shall state that the Remaining Members shall be required to participate in the Drag-Along Sale according to the terms and conditions of this Section 8.4. Within sixty (60) days following the receipt of the Drag-Along Notice, the Remaining Members shall deliver to a representative of the Transferring Member designated in the Drag-Along Notice all documents required to be executed in connection with the Drag-Along Sale and, upon consummation of the Transfer of Membership Units by the Transferring Member and the Drag-Along Sale, shall cause the transfer all of such Remaining Member's Membership Units to be recorded in the books of the Company in the name of the Drag Transferee. In the event that any Remaining Holder should fail to deliver any such documents or cause the Company to record the transfer of the Remaining Member's Membership Units, then the Transferring Member shall be authorized to unilaterally cause the books and records of the Company to show that such Membership Units are bound by the provisions of this Section 8.4 and may be T...
Drag-Along Sale. (a) If, at any time prior to an Qualified Initial Public Offering and starting from the fifth (5th) anniversary of the date hereof, the holder(s) of at least two-thirds (2/3) of the outstanding Preferred Shares voting together as a single class and the Ordinary Majority (collectively the “Accepting Shareholders”) approve (i) a merger, consolidation or other business combination of the Company with or into any other business entity in which the Shareholders immediately before such merger, consolidation or business combination hold shares representing less than a majority of the voting power of the outstanding share capital of the surviving business entity, or (ii) the sale, lease, transfer or other disposition of all or substantially all of the assets of the Group Companies (taken as a whole), to a third party (each such transaction duly approved by the Accepting Shareholders in accordance with the terms hereof, a “Drag-Along Sale”), provided that the pre-money valuation of the Company immediately prior to the Drag Along Sale is in excess of US$15,000,000,000, then the other Shareholders and their respective assignees shall agree to, and shall vote in favor of, such Drag-Along Sale and shall Transfer their shares or ownership interest in the Group Companies involved in such Drag-Along Sale as required to effect the Drag-Along Sale. The Parties shall also procure all other shareholders of the relevant Group Companies to vote in favor of such Drag-Along Sale and to Transfer their shares or ownership interest in the Group Companies involved in such Drag-Along Sale as required to effect the Drag-Along Sale.
Drag-Along Sale. If a sale of all or substantially all of Newco's assets determined on a consolidated basis or a sale of all or substantially all of Newco's outstanding capital stock (whether by merger, recapitalization, consolidation, reorganization, combination or otherwise) to any Independent Third Party or group of Independent Third Parties is approved by the Board or the holders of a majority of the Shares of Common Stock held by the PCA Holders (a "DRAG-ALONG SALE"), each Stockholder will consent to raise no objections against such Drag-Along Sale on the terms and subject to the conditions set forth in the remaining provisions of this SECTION 6.4.
Drag-Along Sale. If at any time prior to a Qualified IPO of the Partnership (or any successor thereto) any holder(s) of Class A Units holding greater than 50% of the then-outstanding Class A Units (the “Drag-Along Seller”) elects to Transfer to any Person or Persons other than to a Permitted Transferee (the “Drag-Along Transferee”), in a transaction or series of related transactions (including by way of a purchase agreement, tender offer, merger or other business combination transaction or otherwise) all of the Units then-held by such Drag-Along Seller (a “Drag-Along Sale”), then such Drag-Along Seller may, at its option and subject to the other provisions of this Section 3.8, require all, but not less than all, of the other holders of Interests (each, a “Drag-Along Participant”) to participate in such Transfer on the terms set forth in this Section 3.8.
Drag-Along Sale. If a sale of all or substantially all of Boise Holdings’ assets determined on a consolidated basis or a sale of all or substantially all of Boise Holdings’ outstanding capital equity (whether by merger, recapitalization, consolidation, reorganization, combination or otherwise) to any Independent Third Party or group of Independent Third Parties (a “Sale of the Company”) is approved by the Board or the holders of a majority of the Units of Series B Common held by the FPH Holders (a “Drag-Along Sale”), each Securityholder will consent to and raise no objections against such Drag-Along Sale on the terms and subject to the conditions set forth in the remaining provisions of this Section 5.4.
Drag-Along Sale. The term “Drag-Along Sale” shall have the meaning ascribed to it in Section 7.4(a).
Drag-Along Sale. From the date of the fifth (5th) anniversary of all Closings, if a sale (a “Drag-Along Sale”) of the Group (wholly or partially) to any Person which is a bona fide third party and not an Affiliate to any Investor (the “Offeror”) where whether by a sale of equity, merger or consolidation, in excess of fifty percent (50%) of the Company’s voting power outstanding before such transaction will be transferred, or all or substantially all of the assets of the Group will be sold or disposed at a post-money valuation of the Company of no less than US$1,886,852,161 has been approved by (i) the Investors holding at least two-thirds (2/3) of then outstanding Preferred Shares, and (ii) only if in such Drag-Along Sale each of the Series C Preferred Shares receives less than 1.25 times the Applicable Issue Price (as defined in the Amended M&AA) of the Series C Preferred Shares, the Requisite Series C Holders (collectively, the “Drag Holders”), then at the request of the Drag Holders, the Company shall promptly notify in writing (the “Drag-Along Sale Notice”) each other Shareholder of the material terms and conditions of such proposed Drag-Along Sale, and each such Shareholder shall, in accordance with instructions received from the Company at the direction of the Drag Holders:
Drag-Along Sale. (i) If any time after the Closing Date (as defined under the Purchase Agreement), (A) any of the Founder, Shunwei, SIG, Morningside and Coatue (together, the “Drag-Along Holders”) receives a written bona fide offer for a Trade Sale under which the valuation of the Company shall not be less than US$1,500,000,000, and the Drag-Along Holders jointly approve and agree to such Trade Sale, or (B) in the event that the Company fails to complete the redemption pursuant to Article 8.5 under the Memorandum and Articles at any valuation (each, a “Drag-Along Sale”), then the Drag-Along Holders shall have the right to effect the Drag-Along Sale pursuant to Articles 123 to 127.
