Dragged Holders definition
Examples of Dragged Holders in a sentence
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 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.
In addition, upon demand by the Dragging Holders and in addition to any other rights or remedies of the Dragging Holders granted herein or otherwise, the relevant Group Company shall stop any subsequent Transfer of any such shares held by the Dragged Holders.
The Dragged Holders shall receive the benefits of the same terms and conditions in such Acquisition.
Prior to making any Approved Sale in which the Drag-Along Holder wishes to exercise its right under this Section 5 of Schedule 1, the Drag-Along Holder shall provide the Company and the Dragged Holders with written notice (the “Drag-Along Notice”) at least thirty (30) days prior to the proposed closing date of the Approved Sale (the “Approved Sale Date”).
If the Initial Public Offering shall not have been consummated during such period, the LLP shall return to each of the Dragged Holders the limited power-of-attorney and all certificates that such Dragged Holders have delivered for Transfer pursuant hereto, together with any other documents in the possession of the LLP executed by the Dragged Holders in connection with the proposed Drag-Along Sale.
Any such Acquisition shall be on terms that provide that the Dragged Holders shall (i) not be subject to personal liability for indemnification or otherwise beyond being required to contribute to an indemnification escrow on a pro rata basis with all other Stockholders based on consideration to be received by each and (ii) not be subject to any restrictive covenants that extend beyond the closing of such Acquisition.
Any such sale or disposition by the Dragged Holders shall be on the terms and conditions as the proposed Approved Sale by the Potential Purchaser.
The Drag-Along Notice shall set forth (i) the name of the Transferee, (ii) the proposed amount of cash and terms and conditions of payment offered by the Transferee and a detailed summary of all other material terms pertaining to the Acquisition, and (iii) the number of shares of Common Stock that the Dragged Holders are required to sell in connection with such Drag-Along Right.
If the proposed sale is not consummated in accordance with the foregoing, the Preferred Seller shall return to the Dragged Holders all stock certificates and other documents furnished by them to the Preferred Seller in contemplation of the sale of shares of Stock pursuant to the Drag-Along Right, and all restrictions on the transfer of shares of Stock by the Preferred Seller contained in this Agreement shall again be in effect.