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
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Such Drag. Along Notices shall be given as provided in Section 8.02 of this Agreement.
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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.
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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 Right shall be exercisable by such Key Holder including in its Purchase Offer Notice a statement to the effect that such Key Holder elects to exercise its Drag Along Right in connection with the proposed sale.

  • Such Drag Along Right shall be exercisable by Acorn Energy including in its Purchase Offer Notice a statement to the effect that Acorn Energy elects to exercise its Drag Along Right in connection with the proposed 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 (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 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.

  • 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 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.

  • Such Drag Holders may be added as parties hereto without obtaining the signature, consent or permission of any of the other Sellers.