Along Rights definition

Along Rights. If Apollo proposes to sell 50% or more of its initial ownership or 50% or more of the outstanding capital stock of the Company, Apollo may require Shareholders to sell their pro rata portion of their shares (including requiring the exercise of Options held by Shareholders and the sale of such shares) on the same terms and conditions as Apollo as set forth in the drag-along notice. If the drag-along sale would include a prohibition on Shareholders from competing in any line of business or geographic area, the Shareholders shall not be required to sell to such third party, but shall be obligated to sell their pro rata portion directly to Apollo. The drag-along rights shall not apply to a sale to an affiliate of Apollo.
Along Rights. Securityholders will have the right to tag-along on a pro-rata basis (based on the number of Common Shares held by such person) in transfers by other securityholders of Common Shares aggregating in excess of one percent of the then outstanding Common Shares (other than transfers to permitted transferees, transfers pursuant to an underwritten public offering or transfers in the public securities market following the Issuer's initial public offering.)

Examples of Along Rights in a sentence

  • If the Xxxx Investors do not exercise their rights under this Section 6, any Transfer will be subject to Section 5 (Tag Along Rights).

  • The limitations on disposition of Ordinary Shares set forth herein shall not apply to the Bring Along Rights set forth in Article 21.

  • Before the May 14, 2021 date on which Taylor stated that the Taylor Parties finalized their agreement with Rodriguez and Lore, Orbit reminded the Taylor Parties of its Tag- Along Rights and advised the Taylor Parties that Orbit intended to exercise them if the Taylor Parties went forward with an agreement with Rodriguez and Lore.

  • If, upon the occurrence of a Participation Trigger, none of the Selling XxXxx Entities invoke their Drag Along Rights pursuant to Section 6.02, then before consummating the sale, each Stockholder shall have the right (subject to the regulatory approvals) ("Tag Along Right"), exercisable upon written notice to the Selling XxXxx Entities within 10 business days after the delivery of the Drag/Tag Notice, to participate in the Selling XxXxx Entities' Transfer of Drag/Tag Shares.

  • The exercise or non-exercise of the Tag Along Rights by LLCP with respect to any sale or transfer shall not affect adversely the right of LLCP to exercise the Tag Along Rights with respect to any subsequent sale or transfer.

  • Since announcing the Proposed Transaction, the Taylor Parties have steadfastly refused to acknowledge that they have proposed to enter into a Control Sale triggering Orbit’s Tag- Along Rights under the Partnership Agreement.

  • Instead, the Taylor Parties have expressly denied that Orbit possesses any Tag- Along Rights, and have neither used commercially reasonable efforts to obtain the Buyer’s agreement to Orbit’s participation, nor offered to purchase Orbit’s Partnership Interests themselves, as the Partnership Agreement requires.

  • Therefore, Orbit seeks a declaration from this Court that the Proposed Transaction constitutes a proposal to enter into a Control Sale, thereby immediately triggering Orbit’s Tag- Along Rights under Section 10.7 of the Partnership Agreement.

  • Each Grantor and each Secured Party agree that the Term Loan Credit Agreement Agent shall act as agent for all Secured Parties with respect to all Drag Along Rights Agreements existing as of the date hereof.

  • Tag Along Rights: If at any time during the subsistence of this Agreement, the Founder proposes to sell/transfer all or any of his shares in the Company to a third party, the Founder shall also offer to allow the Employee to participate in such sale on a pro rata basis on the same terms as the Founder.

Related to Along Rights

  • Tag-Along Rights has the meaning set forth in Section 4(b).

  • Drag-Along Right has the meaning set forth in Section 8.6(a).

  • Tag-Along Right has the meaning set forth in Section 9.7(a).

  • Mining Rights means all interests in the surface of any lands, the minerals in (or that may be extracted from) any lands, all royalty agreements, water rights, patented and unpatented mining and millsite claims, fee interests, mineral leases, mining licenses, profits-a-prendre, joint ventures and other leases, rights-of-way, inurements, licenses and other rights and interests used by or necessary to mining and related processing operations.

  • Voting Rights The portion of the voting rights of all of the Certificates which is allocated to any Certificate. With respect to any date of determination, 98% of all Voting Rights will be allocated among the holders of the Class A Certificates, the Mezzanine Certificates and the Class CE Certificates in proportion to the then outstanding Certificate Principal Balances of their respective Certificates, 1% of all Voting Rights will be allocated to the holders of the Class P Certificates and 1% of all Voting Rights will be allocated among the holders of the Residual Certificates. The Voting Rights allocated to each Class of Certificate shall be allocated among Holders of each such Class in accordance with their respective Percentage Interests as of the most recent Record Date.

  • Servicing Rights Any and all of the following: (a) any and all rights to service the Mortgage Loans; (b) any payments to or monies received by the Seller for servicing the Mortgage Loans; (c) any late fees, penalties or similar payments with respect to the Mortgage Loans; (d) all agreements or documents creating, defining or evidencing any such servicing rights to the extent they relate to such servicing rights and all rights of the Seller thereunder; (e) Escrow Payments or other similar payments with respect to the Mortgage Loans and any amounts actually collected by the Seller with respect thereto; (f) all accounts and other rights to payment related to any of the property described in this paragraph; and (g) any and all documents, files, records, servicing files, servicing documents, servicing records, data tapes, computer records, or other information pertaining to the Mortgage Loans or pertaining to the past, present or prospective servicing of the Mortgage Loans.

  • Drag-Along Sellers shall have the meaning set forth in Section 4.2.1.

  • Tag-Along Shares has the meaning ascribed to such term in Section 4.4(a).

  • Drag-Along Sale has the meaning set forth in Section 3.03(a).

  • Expiring Rights means any rights, options or warrants to purchase Ordinary Shares or ADSs that expire on or prior to the Maturity Date.

  • Tag means the RMS device installed in the Vehicle to enable the payment of Tolls by electronic means.

  • Drag-Along Notice has the meaning set forth in Section 3.03(b).

  • Tag-Along Portion means, with respect to you and your Permitted Transferees, the number of shares of Common Stock beneficially owned by you and your Permitted Transferees on the date of the Tag-Along Notice multiplied by a fraction, the numerator of which is the maximum number of shares of Common Stock which can be sold in the Tag-Along Sale and the denominator of which is the aggregate number of shares of Common Stock beneficially owned by the Participants, collectively.

  • Tag-Along Seller has the meaning set forth in Section 8.5(b).

  • Limited rights means the rights to use, modify, reproduce, release, perform, display, or disclose technical data, in whole or in part, within the Government. The Government may not, without the written permission of the party asserting limited rights, release or disclose the technical data outside the Government, use the technical data for manufacture, or authorize the technical data to be used by another party, except that the Government may reproduce, release, or disclose such data or authorize the use or reproduction of the data by persons outside the Government if—

  • Drag-Along Transaction means (a) any Disposition, consolidation, merger or other business combination involving the Company in which Membership Interests are exchanged or converted into cash, securities of another corporation or business organization or other property, (b) the Disposition of all or substantially all of the assets of the Company to be followed promptly by a liquidation of the Company or a distribution to the Members of all or substantially all of the proceeds of such Disposition, or (c) the Disposition by all the Members of all their Membership Interests.

  • Membership Rights means all of the rights of a Member in the Company, including a Member’s: (a) Interest; (b) right to inspect the Company’s books and records; (c) right to participate in the management of and vote on matters coming before the Company; and (d) unless this Operating Agreement or the Certificate of Formation provide to the contrary, right to act as an agent of the Company.

  • Call Rights As defined in Section 9.01(e).

  • Permitted Transfers means (a) Dispositions of inventory in the ordinary course of business; (b) Dispositions of property to the Borrower or any Subsidiary; provided, that if the transferor of such property is a Loan Party then the transferee thereof must be a Loan Party; (c) Dispositions of accounts receivable in connection with the collection or compromise thereof; (d) licenses, sublicenses, leases or subleases granted to others not interfering in any material respect with the business of the Borrower and its Subsidiaries; and (e) the sale or disposition of Cash Equivalents for fair market value.

  • Tag-Along Offer has the meaning set forth in Section 8.5(b).

  • Exempt Rights means any rights to purchase shares of Common Stock or other Voting Stock of the Company if at the time of the issuance thereof such rights are not separable from such Common Stock or other Voting Stock (i.e., are not transferable otherwise than in connection with a transfer of the underlying Common Stock or other Voting Stock) except upon the occurrence of a contingency, whether such rights exist as of the Agreement Effective Date or are thereafter issued by the Company as a dividend on shares of Common Stock or other Voting Securities or otherwise.

  • Tag-Along Sale has the meaning set forth in Section 3.04(a).

  • Distribution Rights Section 2.1 "Effective Date" Preamble "Party" Preamble "PRC" Preamble "Term" Section 4.1

  • Non-transferability means the occurrence of any event that makes it impossible for the Issuer to deliver Renminbi between accounts inside Hong Kong or from an account inside Hong Kong to an account outside Hong Kong, other than where such impossibility is due solely to the failure of the Issuer to comply with any law, rule or regulation enacted by any Governmental Authority (unless such law, rule or regulation is enacted after the Issue Date and it is impossible for the Issuer, due to an event beyond its control, to comply with such law, rule or regulation).

  • Direct Rights means the rights referred to in Clause 2.1 (Direct Rights - Creation);

  • RMB Non-Transferability means the occurrence of any event that makes it impossible for the Bank to deliver RMB between accounts inside the applicable RMB Settlement Centre(s) or from an account inside the applicable RMB Settlement Centre(s) to an account outside the applicable RMB Settlement Centre(s) (including where the RMB clearing and settlement system for participating banks in the applicable RMB Settlement Centre(s) is disrupted or suspended), other than where such impossibility is due solely to the failure of the Bank to comply with any law, rule or regulation enacted by any Governmental Authority (unless such law, rule or regulation is enacted after the Issue Date of the first Tranche of the relevant Series and it is impossible for the Bank, due to an event beyond its control, to comply with such law, rule or regulation);