The Drag. Along Sellers shall deliver to each Drag-Along Shareholder written notice (the “Drag-Along Notice”) of any Transfer proposed to be made pursuant to Clause 4.6.1 not later than the twentieth day prior to the proposed Drag-Along Sale, which notice shall set out:
The Drag. Along Seller shall have a period of 180 days from the date of receipt of the Drag-Along Sale Notice to enter into a definitive agreement providing for the Drag-Along Sale on the terms and conditions set forth in such Drag-Along Sale Notice, which Drag-Along Sale shall be promptly consummated, subject to fulfilling any closing conditions and obtaining any required regulatory approvals. If the Drag-Along Seller has not entered into a definitive agreement providing for the Drag-Along Sale within such 180-day period and the Drag-Along Seller proposes to effect a Drag-Along Sale after such 180-day period, the Drag-Along Seller shall again comply with the procedures set forth in this Article 84.
The Drag. Along Offer shall be irrevocable. For the purposes of this Agreement, a "QUALIFYING OFFER" is a Third Party Offer: (i) received before April 22, 2006; and (ii) pursuant to which the holders of the Series A Shares purchased by EdgeStone pursuant to the Subscription Agreement (including any Series A Shares purchased pursuant to the EdgeStone Purchase Option) would be entitled to receive aggregate proceeds, payable in cash, equal to not less than two (2) times the aggregate amount of the Issue Price for each Series A Share held by such Persons.
The Drag. Along Members shall be given written notice stating that the Selling Members are exercising their rights under this Section 9.03 and setting forth the total consideration to be paid by the Purchaser, and the other terms and conditions of the proposed purchase by the Purchaser. Simultaneously with or reasonably promptly after receipt of such notice, the Drag-Along Members will be provided with such documents reasonably necessary to transfer the Interests of the Drag-Along Members to the Purchaser (the "Transfer Documents"). Within ten (10) calendar days following the delivery of the Transfer Documents, the Drag-Along Members shall deliver to the Selling Members the Transfer Documents duly executed, together with all other documents required to be executed in connection with the proposed purchase. In the event that the Drag-Along Members have failed to deliver the Transfer Documents to the Selling Members as required by the foregoing sentence, the Company shall cause its books and records to show that the Purchaser, upon payment of the consideration, has succeeded to the appropriate portion of the Capital Accounts and Interests of the Drag-Along Members in the Company.
The Drag. Along Members shall give each Obligated Member written notice (the “Drag-Along Notice”) of any Sale of the Company transaction at least twenty (20) calendar days prior to the date on which such transaction shall be consummated, including the terms and conditions thereof, and each Obligated Member shall have the obligation to sell its Units on such same terms and conditions in accordance with the instructions set forth in such notice. If the Transfer referred to in the Drag-Along Notice is not consummated within ninety (90) calendar days from the date of the Drag-Along Notice, the Drag-Along Members must deliver another Drag-Along Notice in order to exercise its rights pursuant to this with respect to such Transfer or any other Transfer.
The Drag. Along Seller shall provide notice of such Qualifying Drag-Along Sale to the Company and MDZ (a “Qualifying Drag-Along Sale Notice”) not later than 30 days prior to the proposed Qualifying Drag-Along Sale. The Qualifying Drag-Along Sale Notice shall contain the following: (i) the number of Shares owned by NewCo; (ii) the identity of the Third Party to whom the Transfer is to be made, if then known (the “Qualifying Drag-Along Transferee”); (iii) the consideration per Share for which a Transfer is proposed to be made (the “Target Qualifying Drag-Along Sale Price”), as well as the aggregate consideration to be paid for all Shares to be sold (provided, that in the case of any non-cash consideration, such consideration consists of marketable securities of public companies that are traded on the New York Stock Exchange, NASDAQ, London Stock Exchange or Toronto Stock Exchange, and whose average daily trading volume for the six months prior to the date of the Qualifying Drag-Along Sale Notice is at least 7.5% of the amount of securities that would be given to MDZ as consideration); (iv) a copy of any purchase contract with the Qualifying Drag-Along Transferee and (v) all other material terms and conditions of the Qualifying Drag-Along Sale, to the extent then determined.
The Drag. Along Seller shall promptly give written notice (a “Drag-Along Notice”) to the Drag-Along Stockholders not later than five (5) Business Days prior to the consummation of the Drag-Along Transfer of any election by the Drag-Along Seller to exercise its drag-along rights under this Section 4.03, setting forth, the total number of Class B Shares and Related Voteco Interests proposed to be Transferred by the Drag-Along Seller, the proposed amount of consideration (which shall be only in the form of cash consideration and can be at a price that is no less than 95% of the price specified in the Offer Notice) for such Company Shares and all other material terms and conditions of the Drag-Along Transfer. The Drag-Along Notice shall also specify each Drag-Along Stockholder’s pro rata portion of the Company Shares to be Transferred and the estimated amount of the proceeds to be received by such Drag-Along Stockholder by the Company upon completion of the Drag-Along Transfer. Each Drag-Along Stockholder must make to the Drag-Along Buyer the same representations, warranties, covenants, indemnities and agreements as those made by the Drag-Along Seller in connection with the Drag-Along Transfer (other than any non-competition, non-solicitation or similar agreements or covenants that would bind the Drag-Along Stockholder, its Affiliates or any of their respective portfolio companies), and enter into agreements containing the same conditions to the Drag-Along Buyer as the Drag-Along Seller agrees, it being understood that all such representations, warranties, covenants, indemnities and agreements shall be made by the Drag-Along Seller and each Drag-Along Stockholder severally and not jointly and that the aggregate amount of the liability of the Drag-Along Stockholder shall not exceed, except with respect to individual representations, warranties, covenants, indemnities and other agreements of the Drag-Along Stockholder as to the unencumbered title to its Company Shares and the power, authority and legal right to Transfer such Company Shares, such Drag-Along Stockholder’s proratashare of any such liability to be determined in accordance with such Drag-Along Stockholder’s portion of the total number of Company Shares included in such Transfer; providedthat, in any event, the amount of liability of any Drag-Along Stockholder shall not exceed the aggregate proceeds such Drag-Along Stockholder received in connection with such Transfer. Each Drag-Along Stockholder shall be resp...
The Drag. Along Right shall terminate upon a Qualified Initial Public Offering.
The Drag. Along Right must be exercised prior to or within ten (10) Business Days after a purchase or contribution agreement has been entered into with the potential purchaser by written notice (the “Drag Along Notice”) to the other Shareholders.
The Drag. Along Offer shall be irrevocable. For the purposes of this Agreement, a "QUALIFYING OFFER" means a Third Party Offer: (i) received within two years from the date hereof, and (ii) pursuant to which the holders of the Class 1 Shares purchased by the Investors pursuant to the Subscription Agreement would be entitled to receive aggregate proceeds, payable in cash, equal to not less than $2,000 for each Class 1 Share held by such Persons.
