Approved Sale Drag Along Obligations Sample Clauses

Approved Sale Drag Along Obligations. (i) If the Board approves a Sale of the Company (an “Approved Sale”), each holder of Stockholder Shares shall vote for, consent to and raise no objections against, and not otherwise impede or delay, such Approved Sale, regardless of the consideration being paid in such Approved Sale, provided that such consideration complies with the requirements of this Section 9(b). In furtherance of the foregoing, if the Approved Sale is structured as (i) a merger or consolidation, each holder of Stockholder Shares shall vote such holder’s Stockholder Shares to approve such merger or consolidation, whether by written consent or at a stockholders meeting, and waive all dissenters rights, appraisal rights and similar rights (if any) in connection with such merger or consolidation, (ii) a sale of stock, each holder of Stockholder Shares shall agree to sell, and shall sell, all of such holder’s Stockholder Shares and rights to acquire Stockholder Shares (or, if such Sale of the Company is structured as a sale of less than all of the stock of the Company, a pro rata share of such holder’s Stockholder Shares and rights to acquire Stockholder Shares, based upon the portion of the stock of the Company being sold) on the terms and conditions approved by the Board, as applicable, or (iii) a sale of assets, each holder of Stockholder Shares shall vote such holder’s Stockholder Shares to approve such sale and any subsequent liquidation of the Company or other distribution of the proceeds therefrom, whether by written consent or at a stockholders meeting, and waive all dissenters rights, appraisal rights and similar rights (if any) in connection with such sale of assets.
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Approved Sale Drag Along Obligations. (a) If the Board (including, if required by Section 5.3(b) of this Agreement, an Investor Manager) approves a Sale of the Company and elects in writing to have such transaction governed by this Section 9.2 (as so approved, an “Approved Sale”), then each Unitholder shall vote for, consent to and raise no objections against such Approved Sale; provided, however, that the Pinnacle Members shall not be required to vote for, consent to or raise no objections against such Approved Sale if the consideration to be received by them in connection with such transaction consists of property, including equity securities, of the type that state, non-member banks incorporated in the State of Tennessee or “financial holding companies” under the rules and regulations of the Board of Governors of the Federal Reserve System (the “FRB”) may not own. If the Approved Sale is structured as a (x) merger or consolidation, each Unitholder shall waive any dissenters’ rights, appraisal rights or similar rights in connection with such merger or consolidation (except that the Pinnacle Members shall not be required to waive such rights if the consideration payable to them in such merger or consolidation is of a type that state, non-member banks incorporated in the State of Tennessee or “financial holding companies” under the rules and regulations of the FRB may not own) or (y) sale of Units, each Unitholder shall agree to sell all of his, her or its Units and other Equity Securities on the terms and conditions approved by the Board, subject to the terms and conditions of this Section 9.2; provided, however, that the Pinnacle Members shall not be required to sell their Units if the consideration they are to receive is of the type that state, non-member banks incorporated in the State of Tennessee or “financial holding companies” under the rules and regulations of the FRB may not own. Subject to the limitations set forth in the first two sentences of this Section 9.2(a) with respect to the Pinnacle Members, each Unitholder shall take all actions in connection with the consummation of the Approved Sale as may be requested by the Board, including, but not limited to, becoming party to a purchase and sale agreement, merger and/or other agreements related to the Approved Sale which may provide for any of the following (among other things): (i) representations and warranties; (ii) indemnification obligations; (iii) earn-outs and working capital, cash, debt and similar adjustments to purchase p...
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Approved Sale Drag Along Obligations. In the event that any group of Investors (including the Xxxxxx Investors for so long as they collectively own not less than 10% of the outstanding shares of Common Stock on an as-converted basis) owning in the aggregate a majority of the outstanding shares of Common Stock (on an as-converted basis) (the “Selling Investor Group”) proposes to accept a bona fide offer for (i) any corporate reorganization, merger or consolidation of the Company in which the holders of the outstanding shares of the Company immediately prior to such transaction do not retain a majority of the voting power of the Company or the surviving entity, as the case may be, following such transaction; (ii) the sale or transfer (including exclusive license) by the Company of all or substantially all of its (or its subsidiaries’) assets; or (iii) a transaction or series of related transactions resulting in the issuance or transfer of securities representing 50% or more of the then existing voting power of the Company outstanding immediately prior to such transaction (a “Proposed Sale”), such Selling Investor Group will have the right (a “Drag-Along Right”), exercisable upon 30 days’ prior written notice to the other Investors, to require the other Investors to approve or participate in the Proposed Sale and sell or exchange shares of capital stock of the Company that they then own (or the same proportion thereof as such Selling Investor Group proposes to sell) or otherwise participate in a transaction or series of related transactions (including a merger or consolidation or amalgamation of the Company with another corporation or entity); provided, however, that, the obligation of each of the Investors not part of the Selling Investor Group in connection with such Proposed Sale is subject to the condition that each such Investor will be treated similarly to all other holders of the same class of capital stock of the Company as such Investor, and if such Investor holds more than one class or series of capital stock of the Company, then within each respective class or series, and each Investor will receive the same form and amount of consideration for each share of Common Stock held or issuable upon conversion of Preferred Stock held, subject to the rights and preferences set forth in the Company’s Certificate of Incorporation, as in effect from time to time. In the event that the Selling Investor Group exercises its Drag-Along Right, each other Investor agrees to consent to and to vote all of...
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Approved Sale Drag Along Obligations. (i) If at any time the Board approves a Fundamental Change or Change in Ownership (as applicable, an “Approved Sale”), each holder of Stockholder Shares and each Person that retains voting control of any Stockholder Shares Transferred in accordance with Section 4A (each, a “Holder”) shall (and shall cause any Director(s) designated by it to) take and otherwise facilitate the following actions:
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Approved Sale Drag Along Obligations. (a) If at any time the Majority Summit Investors approve a Sale of Holdings LLC in a bona fide arms’ length transaction (an “Approved Sale”), then upon the request of the Majority Summit Investors, each Holder shall (and shall cause any Manager(s) designated by it to) take and otherwise facilitate the following actions:
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Approved Sale Drag Along Obligations 
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Related to Approved Sale Drag Along Obligations

  • Drag Along Right Notwithstanding any other provision hereof, if any Holder has not exercised its Tag-Along Right with respect to the maximum number of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date of the Drag-Along Notice (as defined below) and (y) the Third Party Sale Percentage, at the same price and on the same terms and conditions as such Selling Fortress Entity has agreed to with such Third Party; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable law.

  • Tag-Along Rights (a) Subject to Section 5.4, if one or more Class B Stockholders (the “Transferring Stockholders”) desire to sell any or all of their Shares, other than to a Permitted Holder or in a Market Sale, and such sale would result in a Change of Control (and has been approved as provided in Section 5.2(a)), each Class B Stockholder shall have the right to participate on the same terms and conditions and for the same per share consideration as the Transferring Stockholders in the sale in the manner set forth in this Section 5.5. If Class B Stockholders do not elect to purchase such Shares pursuant to Section 5.4, the Transferring Stockholders shall, prior to such sale, deliver to the other Class B Stockholders prompt written notice (the “Transfer Notice”), which notice shall state (i) the name of the proposed transferee, (ii) the number of Shares proposed to be transferred (the “Transferred Shares”) and the percentage (the “Tag Percentage”) that such number of Shares constitutes of the total number of Shares owned by such Transferring Stockholders, (iii) the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereof, and (iv) the other material terms and conditions of the proposed sale, including the proposed sale date (which date may not be less than 30 days after delivery of the Transfer Notice). Such notice shall be accompanied by a written offer from the proposed transferee to purchase the Transferred Shares, which offer may be conditioned upon the consummation of the sale by the Transferring Stockholders, or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders in such sale consistent with this Section 5.5.

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