Drag-Along Sale means any proposed transfer (other than a pledge, hypothecation, mortgage or encumbrance) pursuant to a bona fide offer from a Drag-Along Purchaser, in one or a series of related transactions, by any OZ Limited Partner or a group of OZ Limited Partners of Company Securities representing in the aggregate at least 50% of all then-outstanding Company Securities (calculated as if all Related Securities had been converted into, exercised or exchanged for, or repaid with, Class A Shares).
Drag-Along Sale means any transaction or series of related transactions pursuant to which an Independent Purchaser will acquire, whether by merger, liquidation, consolidation, reorganization, combination, recapitalization, or a sale, exchange, or other transfer, (A) all or substantially all of the assets of the Company determined on a consolidated basis, or (B) both a majority of the Class A Common Stock and a majority of the Class B Common Stock (or any securities issued in respect of, or in exchange or substitution for, any of those shares in connection with any stock split, dividend, or combination, or any reclassification, recapitalization, merger, consolidation, exchange, or similar reorganization).
Drag-Along Sale means a transaction or series of related transactions involving the direct or indirect Transfer to a Person or Persons not constituting Permitted Transferees or otherwise not affiliated with any Dragging Stockholders (including pursuant to a stock sale, merger, business combination, recapitalization, consolidation, reorganization, restructuring or similar transaction) in which the aggregate number of shares of Common Stock to be transferred (whether by the Dragging Stockholders, the Drag-Along Sellers or by others, including pursuant to the Charter) would exceed 50% of the total number of outstanding shares of Common Stock on a Fully Diluted Basis.
Drag-Along Sale means any sale, merger, consolidation or other business combination consisting of a Transfer by the Preferred Members of all of the Interests or other issued and outstanding Equity Interests then held by the Preferred Members.
Drag-Along Sale means the transfer of all Equity Securities of the Company held by (i) the holder(s) of at least a majority of the outstanding Preferred Shares, and (ii) the holder(s) of at least a majority of the outstanding Ordinary Shares (excluding Ordinary Shares issued upon the Conversion of the Preferred Shares) to a bona fide third party purchaser, or a Trade Sale (as defined below).
Drag-Along Sale means (a) the sale by the Charter Member of Units beneficially owned by it in a private offering that results in a Change of Control or (b) a merger or consolidation involving the Issuer, wherein the Holders will receive consideration for their Units, in each case in a bona fide arm's length transaction to or with a Third Party (the "THIRD PARTY PURCHASER") and in each case occurring after the fifth anniversary of the date hereof.
Drag-Along Sale means (i) any sale of a majority of all interests to any Person (or group of Persons) who is not an Affiliate of HC2, (ii) any merger, consolidation or other combination of the Company with any Person (or group of Persons) who is not an Affiliate of HC2, if the Members, as determined immediately prior to the relevant transaction, would own less than fifty percent (50%) (as measured immediately after the consummation of the relevant transaction in terms of either voting power or fair market value) of the equity interests of the surviving Person; or (iii) any sale or exchange of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person (or group of Persons) who is not an Affiliate of HC2.
Drag-Along Sale means a single bona fide arm’s length transaction or a series of related bona fide arm’s length transactions: (i) pursuant to which one or more Persons (who are not Affiliates or Permitted Transferees of any Stockholder) acquire Shares representing a majority of the outstanding Stock on a fully diluted basis (whether by merger, consolidation, recapitalization, reorganization, purchase of the outstanding Stock or otherwise), or all or substantially all of the consolidated assets of the Company and its subsidiaries, (ii) that has been approved by the Board, and (iii) pursuant to which all Stockholders will receive the same form of consideration and the same portion of the aggregate net consideration (net of any adjustments or provision for indemnities and following the payment of the reasonable expenses incurred by the Company in connection with such Drag-Along Sale).
Drag-Along Sale means a transaction in which one or more Beckett Entities propose to transfer any Membership Interests representing more than 50% of all of the Membership Interests to any Person(s) that are not Affiliates of Barnes&Noble (other than in connection with a Qualified Distribution) and which transaction is a Change of Control, but excluding a transaction that is subject to the provisions of Section 9.01. A Drag Along Sale shall include a merger or consolidation of the Company.5