Dragging Shareholder definition

Dragging Shareholder shall have the meaning ascribed to it in Clause 5.3.1;

Dragging Shareholder has the meaning assigned to such term in Section 3.5(a).

Dragging Shareholder means the Sellers listed on Schedule 1.1(b).

Examples of Dragging Shareholder in a sentence

• No Dragged or Dragging Shareholder or any of its Affiliates shall be required to amend, extend or terminate any contractual or other relationship with the Company, the acquirer or their respective Affiliates.

• If any Dragged Shareholder does not comply with the terms of this Article 92(d), such Dragged Shareholder shall be deemed to have appointed each Dragging Shareholder its proxy to vote all securities held by such Dragged Shareholder, and to have appointed each Dragging Shareholder as such Dragged Shareholder’s attorney-in-fact with power to execute and deliver, on the Dragged Shareholder’s behalf, all such agreements, instruments and documents.

• Without prejudice to the terms of any employment or other agreement to which a Dragged Shareholder is bound, no Dragged Shareholder or Dragging Shareholder shall be required to agree to any covenant not to compete or covenant not to solicit customers, employees or suppliers of any party to the sale pursuant to exercise of the Trade Sale Right.

• The Dragged Shareholders must, if requested by the Dragging Shareholder, represent and warrant to the Third Party Purchaser that they are the legal owners of the Dragged Securities and have full power and authority to Transfer their Securities free of any Encumbrances but will not be required to provide any other representations or warranties.

• The sale and purchase of the Drag Along Shares shall be effected simultaneously with the Transfer of the Shares by the Dragging Shareholder to the Proposed Purchaser.

More Definitions of Dragging Shareholder

Dragging Shareholder shall have the meaning set forth in Section 3.4(a).

Dragging Shareholder shall have the meaning ascribed to it in Article 45.

Dragging Shareholder has the meaning set out in Clause 22.4.4(i);

Dragging Shareholder has the meaning set forth in Section 5.4 hereof.

Dragging Shareholder has the meaning given in clause 10.12(b). Amended and Restated Sequel Shareholders Agreement 58 Encumbrance means any claim, charge, mortgage, lien, option, equity, power of sale, hypothecation, usufruct, retention of title, right of pre-emption, right of first refusal or other third party rights or security interest of any kind or an agreement, arrangement or obligation to create any of the foregoing and Encumber shall be construed accordingly. Event of Default shall have the meaning given to it in clause 11.1.

Dragging Shareholder has the meaning specified in Section 2.8(a).

Dragging Shareholder has the meaning assigned to such term in Section 3.5(a). “Encumber” means, directly or indirectly, to pledge, encumber, hypothecate or otherwise restrict (including any restriction with respect to voting), either voluntarily or involuntarily, or to enter into any Contract with respect to the pledge, encumbrance, hypothecation or other restriction of, any Equity Securities beneficially owned by a Person or any interest in any Equity Securities beneficially owned by a Person.