Drag Holders definition

Drag Holders shall have the meaning ascribed to it in Section 9.2 of this Agreement.
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Drag Holders each has the meaning set forth in Section 11.1.
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Drag Holders shall have the meaning ascribed to it in the Memorandum and Articles.
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Examples of Drag Holders in a sentence

  • Restructure such Approved Sale, as and if reasonably requested by the Drag Holders, as a merger, consolidation, restructuring or similar transaction, or a sale of all or substantially all of the assets of the Company, or otherwise.

  • Accordingly and notwithstanding any provision of this Agreement to the contrary, and solely with respect to the Drag Holders, in the event that any provision of this Agreement is deemed to not comply with the provisions of Section 2 of the Voting Agreement, including the limitations specified in Section 2.3 thereof, then such provision of this Agreement shall deemed to be automatically amended, solely as to the Drag Holders, to the extent necessary comply with Section 2 of the Voting Agreement.

  • In such event, the Dragged Holders who do not wish to sell their shares shall make a matching offer to purchase from all other relevant shareholders the shares proposed to be sold by any other such shareholders on no less favorable terms than the bona fide offer within thirty (30) Business days of the request for a Drag-Along Notice issued by the Drag Holders.

  • Then if such Determined Offeror requests the execution of the Decisive Agreement, the Drag Holders shall issue a written notice of its decision to the Company and other holders of the Equity Securities to execute the Decisive Agreement with such Determined Offeror.

  • Each shareholder furthermore agrees to make other customary covenants on a several but not joint and several basis and take all necessary actions in connection with the consummation of such Deemed Liquidation Event and to effect the sale and transfer under this Article 117 as reasonably requested by the Drag Holders, provided that it shall be liable only up to the net proceeds paid to such Member in connection with such Deemed Liquidation Event.

  • If any Dragged Holder does not elect to vote, or give its written consent to the Drag-Along Sale, such Dragged Holder shall be obligated to purchase all the shares held by the Drag Holders and other Dragged Holders who has consented to participate in the Drag-Along Sale at the price upon terms offered for the Drag-Along Sale.

  • In any Drag-Along Sale approved by the Drag Holders, each Drag Holder shall severally, not jointly, join on a pro rata basis (based on the relative proceeds received in such transaction) in any indemnification obligations that are part of the terms and conditions of such Drag-Along Sale but only up to the net proceeds paid to such Drag Holder.

  • Each Shareholder furthermore agrees to make other customary covenants on a several but not joint and several basis and take all necessary actions in connection with the consummation of such Deemed Liquidation Event and to effect the sale and transfer under this Section 3 as reasonably requested by the Drag Holders, provided that it shall be liable only up to the net proceeds paid to such Shareholder in connection with such Deemed Liquidation Event.

  • The Piru basin readily accepts great volumes of recharge water from the channel of the SCR.

  • Upon delivery of a Drag-Along Notice, each of the Drag Holders shall have the obligation to transfer all securities of the Company held by such Drag Holder to the Buyer and/or vote all voting securities of the Company held such Drag Holder in favor of such Drag Transaction and shall take any and all other actions reasonably requested by the Controlling Group which are necessary or desirable to complete such Drag Transaction in a timely manner.


More Definitions of Drag Holders

Drag Holders has the meaning ascribed to it in Section 6.1.
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Drag Holders has the meaning ascribed to it in Section 5.1 of this Agreement.
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Related to Drag Holders

  • Selling Holders means, with respect to a specified registration pursuant to this Agreement, Holders whose Registrable Securities are included in such registration.

  • Acting Holders means, at the time of determination, Holders of at least 40% of the outstanding CVRs as set forth on the CVR Register.

  • Existing Holders shall have the meaning given in the Preamble.

  • Initiating Holders means, collectively, Holders who properly initiate a registration request under this Agreement.

  • Participating Holders means all Holders of Registrable Securities which are proposed to be included in any offering of Registrable Securities pursuant to Section 2.1 or Section 2.2.

  • Requesting Holders shall have the meaning given in Section 2.1.5.

  • Other Shareholders means persons who, by virtue of agreements with the Company other than this Agreement, are entitled to include their securities in certain registrations hereunder.

  • Non-Directing Holders means the holders of Certificates representing the specified interest in the class of Certificates designated as the “controlling class” or the duly appointed representative of the holders of such Certificates or such other party otherwise entitled under the Note A-2 PSA to exercise the rights granted to the Non-Directing Holders in this Agreement. If Note A-2 has not been included in a Securitization, the Non-Directing Holder with respect to such Note will be the then-current Holder of such Note.

  • Majority Participating Holders means Participating Holders holding more than 50% of the Registrable Securities proposed to be included in any offering of Registrable Securities by such Participating Holders pursuant to Section 2.1 or Section 2.2.

  • Key Holder Registrable Securities means (i) the shares of Common Stock held by the Key Holders, and (ii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of such shares.

  • Eligible Holders has the meaning set forth in Section 2.01(a).

  • Other Stockholders means persons other than Holders who, by virtue of agreements with the Company, are entitled to include their securities in certain registrations hereunder.

  • Key Holders means the persons named on Schedule B hereto, each person to whom the rights of a Key Holder are assigned pursuant to Subsection 3.1, each person who hereafter becomes a signatory to this Agreement pursuant to Subsection 6.9 or 6.17 and any one of them, as the context may require.

  • Majority Stockholders means any Stockholder or combination of Stockholders who at the date of this Agreement own shares of Company Common Stock representing more than two-thirds of the total number of shares of Company Common Stock outstanding at the date of this Agreement.

  • Initial Holders has the meaning set forth in the preamble.

  • Electing Holder means any holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(d)(ii) or 3(d)(iii) hereof.

  • Initiating Holder has the meaning set forth in Section 2.01(a).

  • Majority Holders means at any time Holders representing a majority of the Registrable Securities.

  • Preferred Holders means the record owners of outstanding Preferred Securities.

  • Registrable Securities means all of the Shares and the Warrant Shares, together with any shares of Common Stock issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing.

  • Registrable Shares means the Common Stock owned by the Holders, whether owned on the date hereof or acquired hereafter; provided, however, that shares of Common Stock that, pursuant to Section 3.1, no longer have registration rights hereunder shall not be considered Registrable Shares.

  • Existing Stockholders means the WCAS Securityholders and their Affiliates.

  • Rights Holders Special Meeting" means a meeting of the holder of Rights called by the Board of Directors for the purpose of approving a supplement or amendment to this Agreement pursuant to Subsection 5.4(c);

  • Other Holders means holders of Other Notes.

  • Controlling Shareholders means controlling shareholders of the Company, as such term is defined in the Ordinance.

  • Investor Registrable Securities means (i) any Common Equity held (directly or indirectly) by an Investor or any of its Affiliates, and (ii) any equity securities of the Company or any Subsidiary issued or issuable with respect to the securities referred to in clause (i) above by way of dividend, distribution, split or combination of securities, or any recapitalization, merger, consolidation or other reorganization.