Such Drag definition

Such Drag. Along Notice will set forth the name and address of the proposed purchaser, the proposed amount and form of consideration and other terms and conditions of transfer offered by the proposed purchaser, the aggregate Shares proposed to be purchased by such purchaser, and a calculation of the purchase price applicable to the Participant. All transfers of a Participant's Shares pursuant to the Drag-Along Right will be effectuated within thirty (30) days after the date of the Drag-Along Notice. Upon the receipt of a Drag-Along Notice, the Participant will be entitled and obligated to transfer the Shares to the proposed purchaser on the terms and for the price set forth above; PROVIDED, HOWEVER, that neither the Company nor the Participant will consummate the sale of any Shares if the proposed purchaser does not purchase all of the Shares that the Company and the Participants are entitled or obligated to transfer pursuant hereto, PROVIDED, FURTHER, that in the event that the price to be paid by the Company will not be in cash or securities for which there is a public market, all payments to Participants will be in cash. STOCK INCENTIVE PLAN ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT
Sample 1
Such Drag. Along Notices shall be given as provided in Section 8.02 of this Agreement.
Sample 1
Such Drag. Along Notice shall set forth the name of the proposed transferee, the proposed amount and form of consideration and the other terms and conditions of the offer, including a copy of the definitive agreement relating to the Drag-Along Sale. Upon receipt of a Drag-Along Notice, each Shareholder shall be required to Transfer its Dragged Securities to such proposed Transferee at the same price and on the same terms as those governing the Drag-Along Sale, including making the same representations, warranties, covenants, indemnities and agreements that Blackstone agrees to make (except that, in the case of representations and warranties pertaining specifically to Blackstone, the Shareholders shall make the comparable representations and warranties pertaining specifically to itself); provided that all representations, warranties and indemnities shall be made by each Shareholder severally and not jointly and that the liability of each Shareholder thereunder shall be borne by each of them on a pro rata basis based on the number of Securities which are Transferred. Each Shareholder shall be responsible for its proportionate share of the costs and expenses incurred in connection with such Transfer to the extent not paid or reimbursed by the Company or the purchaser.
Sample 1

Examples of Such Drag in a sentence

  • Such Drag Along Notice shall (a) identify the purchaser, the purchase price per Drag Sale Interests therefor and a summary of the other material terms and conditions of the proposed Drag Along Sale and (b) be accompanied by forms of all agreements (including any schedules, exhibits and annexes thereto) to be entered into by or on behalf or for the account or otherwise for the benefit of Pattern, as applicable, in connection with the Drag Along Sale.

  • Such Drag Along Notice shall (i) identify the purchaser, the purchase price per the unit of the membership interests in Holdings and a summary of the other material terms and conditions of the proposed Drag Along Sale and (ii) be accompanied by forms of all agreements (including any schedules, exhibits and annexes thereto) to be entered into by or on behalf or for the account or otherwise for the benefit of the Pattern Seller, as applicable, in connection with the Drag Along Sale.

  • Such Drag Along Notice shall (i) identify the purchaser, the purchase price per security therefor and a summary of the other material terms and conditions of the proposed Drag Along Sale and (ii) be accompanied by forms of all agreements (including any schedules, exhibits and annexes thereto) to be entered into by or on behalf or for the account or otherwise for the benefit of the Pattern Seller, as applicable, in connection with the Drag Along Sale.

  • Such Drag Along Notice shall (i) identify the purchaser, the purchase price per Drag Sale Interests and a summary of the other material terms and conditions of the proposed Drag Along Sale and (ii) be accompanied by forms of all agreements (including any schedules, exhibits and annexes thereto) to be entered into by or on behalf or for the account or otherwise for the benefit of the Pattern Seller, as applicable, in connection with the Drag Along Sale.

  • Such Drag Along Notice shall specify in reasonable detail the identity of the prospective transferee(s), the number of Drag-Along Securities of each class or type to be transferred, and the price (including details of any non- cash consideration) and the other terms and conditions applicable to the Drag Along Sale, including copies of any definitive agreements then available.

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

  • Such Drag along Shares shall be free and clear of any Lien, and the Promoters shall so represent and warrant, and shall further represent and warrant that they are the beneficial and legal owners of such Drag along Shares.

  • Such Drag Along Notice shall specify the price per Share at which the Majority Shareholders and each Participant shall sell their Shares (which shall be the same for all parties).

  • Such Drag Along Notice shall (i) identify the purchaser, the purchase price per Drag Sale Interests and a summary of the other material terms and conditions of the proposed Drag 1557237.09-WASSR01A - MSW Along Sale and (ii) be accompanied by forms of all agreements (including any schedules, exhibits and annexes thereto) to be entered into by or on behalf or for the account or otherwise for the benefit of the Pattern Seller, as applicable, in connection with the Drag Along Sale.

Related to Such Drag

  • Replacement Candidate means any Candidate Introduced by the Agency to the Client to fill the Engagement following the Introduction of another Candidate whose Engagement either did not commence or was terminated during the first 12 weeks of the Engagement;

  • Approved school means a school approved and authorized

  • Massive Multiauthor Collaboration Site (or “MMC Site”) means any World Wide Web server that publishes copyrightable works and also provides prominent facilities for anybody to edit those works. A public wiki that anybody can edit is an example of such a server. A “Massive Multiauthor Collaboration” (or “MMC”) contained in the site means any set of copyrightable works thus published on the MMC site.

  • Step therapy means a protocol or

  • Collaborative drug therapy management means participation by an authorized pharmacist and a physician in the management of drug therapy pursuant to a written community practice protocol or a written hospital practice protocol.

  • Step therapy protocol means a protocol or program that establishes the specific

  • Biochemical Oxygen Demand (BOD means the quantity of oxygen utilized in the biochemical oxidation of organic matter under standard laboratory procedure in five (5) days at 20 degrees C, expressed in milligrams per liter.

  • Companion Diagnostic means a device which is essential for the safe and effective use of a corresponding medicinal product to:

  • Development Candidate means a Collaboration Compound designated by Biogen Idec as a Development Candidate in accordance with Section 2.6.

  • Drug therapy management means the review of a drug therapy regimen of a patient by one or more pharmacists for the purpose of evaluating and rendering advice to one or more practitioners regarding adjustment of the regimen.

  • Biochemical Oxygen Demand (BOD) shall mean the quantity of oxygen utilized in the biochemical oxidation of organic matter under standard laboratory procedure in five (5) days at 20 degrees Centigrade, expressed in milligrams per liter.

  • Participating Home Infusion Therapy Provider means a Home Infusion Therapy Provider who has a written agreement with the Claim Administrator or another Blue Cross and/or Blue Shield Plan to provide services to you at the time services are rendered.

  • Therapeutic diet means meals served that are soft, low-fat, low-sodium or controlled calorie.

  • Modern biotechnology means the application of:

  • Initiating Member shall have the meaning provided in Section 15.2(a).

  • Physical therapy licensing board or "licensing board" means the agency of a state that is responsible for the licensing and regulation of physical therapists and physical therapist assistants.

  • Antipsychotic medications means that class of drugs

  • Manufactured dwelling park means a place where four or more manufactured dwellings

  • Brexit means withdrawal of the United Kingdom from the European Union;

  • Non-Administrator Ambulatory Surgical Facility means an Ambulatory Surgical Facility which does not meet the definition of an Administrator Ambulatory Surgical Facility.

  • Replacement Product means electric generating capacity, capacity-related benefits, environmental attributes, Energy or other electric products from a generation resource other than the Facility that are provided or delivered to replace or substitute for Contract Capacity or Storage Capacity (or any Capacity-Related Benefit, Environmental Attribute, Other Electric Product, Contract Energy, or Storage Energy associated therewith), in each case, in whole or in part, pursuant to Section 4.6.

  • Collaborating physician means the physician who,

  • Disposing Member is defined in Section 4.1.

  • Collaboration Compound means any of the following: (a) FG-4592, (b) any HIF Compound (other than FG-4592) that is added to this Agreement pursuant to Section 3.6, and (c) any salts, esters, complexes, chelates, crystalline and amorphous morphic forms, pegylated forms, enantiomers (excluding regioisomers), prodrugs, solvates, metabolites and catabolites of any of the foregoing ((a) or (b)).

  • Modular building manufacturer means a person or corporation who owns or operates a

  • Therapeutic school means a residential group living facility: