Drag-Along Terms definition
Examples of Drag-Along Terms in a sentence
At the closing of such Transfer (which anticipated date, place and time shall be designated in the Drag-Along Terms), the Drag-Along Party shall deliver an assignment agreement transferring all of its Voting Stock, duly executed, free and clear of any Liens, against delivery of the purchase price therefor.
Upon the giving of the Drag-Along Notice, each of the Drag-Along Stockholders shall be entitled and obligated to sell the number of Stockholder Shares set forth therein to the third party on the Drag-Along Terms; provided, however that neither the Drag-Along Sellers nor the Drag-Along Stockholders shall be obligated to consummate the sale of their Stockholder Shares if the third party does not purchase all of the Stockholder Shares that are specified in the Drag-Along Notice.
At the closing of such Transfer (which anticipated date, place and time shall be designated in the Drag-Along Terms), each of MTVN Sub and RN Sub shall deliver an assignment agreement Transferring all of its and its Affiliates’ respective Interests, duly executed by MTVN Sub or RN Sub and their respective applicable Affiliates, as applicable, free and clear of any Liens, against delivery of the respective purchase price therefor.
If the per Share appraisal of such Shares exceeds 10% of the per Share price set forth in the Drag-Along Terms, the Company shall pay or cause to be paid to such Remaining Shareholder such per Share price as determined by the appraisal and reimburse such Remaining Shareholder for the expense of the appraiser’s fee and otherwise the expense of such appraisal shall be paid by such Shareholder.
Such notice shall specify in reasonable detail the Drag-Along Terms.