Dragged Member definition
Examples of Dragged Member in a sentence
In addition, within one Business Day following the consummation of a Drag-Along Sale, the Drag-Along Sellers shall remit to each Dragged Member the total consideration (any cash portion of which is to be paid by wire transfer in accordance with each Dragged Member’s wire transfer instructions) for the Units (or Echo Shares) of such Dragged Member Transferred pursuant hereto.
Notwithstanding the foregoing, if such Series C Shareholder votes for the Drag-Along Sale, such Series C Shareholder (as the case may be) shall be deemed to have forfeited rights not to be a Dragged Member for this particular Drag-along Sale only.
The Drag Notice shall also specify the number of Ordinary Shares required to be Transferred by the Dragged Member.
Any sale of Units by a Dragged Member pursuant to this Section 12.05 shall be for the same price and form of consideration per Unit (subject to Section 12.07) to be paid to the Dragging Member or the Company, as the case may be.
In the event that a Dragged Member should fail to deliver the Units or documents described herein, the Company shall cause the books and records of the Company to show that such Units are bound by the provisions of this Section 9.6 and that such Units may only be Transferred to the purchaser in such Drag Transaction.
The consideration to be received by a Dragged Member shall be (i) the same form and amount of consideration per Unit (by class of Unit) to be received by the Dragging Member and (ii) in the form of cash and/or Marketable Securities.
Upon the consummation of the Drag Transaction, the acquiring Person shall pay directly to each Dragged Member, by wire transfer of immediately available funds, the purchase price for the Units sold by such Dragged Member pursuant thereto.
In connection with any Unit Drag Sale, each Dragged Member shall take such actions as may be reasonably required by the Dragging Members and shall otherwise cooperate in good faith with the Dragging Members.
Any Drag-Along Notice may be rescinded by the Drag-Along Sellers at any time prior to consummation of the Drag-Along Sale by Drag-Along Sellers delivering written notice thereof to each Dragged Member.
If the Drag-Along Sellers consummate the Drag-Along Sale to which reference is made in the Drag-Along Notice, each Dragged Member shall be bound and obligated to Transfer the applicable Drag-Along Portion of its Units (the “Drag-Along Units”) in such Drag-Along Sale subject to the terms and conditions set forth in this Section 8.10 and Section 8.11.