Bring-Along Right Clause Samples
A Bring-Along Right, also known as a drag-along right, allows majority shareholders to compel minority shareholders to join in the sale of a company on the same terms and conditions. In practice, if a majority owner decides to sell their shares to a third party, minority owners are required to sell their shares as well, ensuring the buyer can acquire full ownership without minority holdouts. This clause is primarily used to facilitate smoother company sales and prevent minority shareholders from blocking or complicating major transactions.
POPULAR SAMPLE Copied 2 times
Bring-Along Right. (a) If at any time on or after the first anniversary of the Effective Date and prior to the consummation of an Initial Public Offering, ▇▇▇▇▇▇ and/or LBHI (and/or their Permitted Transferees) proposes to sell Shares to a Third Party other than an Affiliate in any bona fide arm's-length transaction or series of related transactions and as a result of such sale ▇▇▇▇▇▇ and LBHI with their Permitted Transferees would cease to own at least 35% of the issued and outstanding Common Stock, then ▇▇▇▇▇▇ shall have the right to deliver a written notice (a "Buyout Notice") to each Management Investor (with a copy to Lockheed ▇▇▇▇▇▇) which shall state (i) that ▇▇▇▇▇▇ proposes to effect such transaction, (ii) the identity of the Third Party, the number of Shares to be sold and the proposed purchase price per Share to be paid and any other terms and conditions, and (iii) the projected closing date of such sale. Each such Management Investor agrees that, upon receipt of a Buyout Notice, each such Management Investor (and his Permitted Transferees) shall be obligated to sell in such transaction that percentage of the total number of Shares held by such Management Investor (determined on the basis set forth in Section 2.6(e)) equal to the percentage of the total number of Shares then held by ▇▇▇▇▇▇ and LBHI and their Permitted Transferees to be sold in such transaction upon the terms and conditions of such transaction (and otherwise take all necessary action to cause consummation of the proposed transaction; provided, however, that each such Management Investor shall only be obligated as provided above in this Section 2.7 if each such Management Investor receives the same per Share consideration as ▇▇▇▇▇▇ and LBHI (and/or their Permitted Transferees); and provided further that in no event shall any Management Investor be required to make any representations or provide any indemnities other than on a proportionate basis and other than with respect to matters relating solely to ▇▇▇▇▇▇ and LBHI (and/or its Permitted Transferees), such as representations as to title to Shares to be transferred by ▇▇▇▇▇▇ and LBHI or their Permitted Transferees.
(b) At any time that ▇▇▇▇▇▇ exercises its rights under this Section 2.7, Lockheed ▇▇▇▇▇▇ shall have the right, but not the obligation, to sell in the transaction specified in the Buyout Notice at the same price and upon the same terms and conditions as ▇▇▇▇▇▇ and/or LBHI (and/or their Permitted Transferees) and the Management Investors th...
Bring-Along Right. (a) In the event that either the 1947/1945 Holders or the Hicks Holders propose an Eligible Bring-Along Transaction, and such Off▇▇▇▇▇ Holder is entitled to Transfer all of its Company Common Shares in a transaction with a Third-Party Acquiror pursuant to Section 4.1(b), then such Offering Holder shall also have the right (a "Bring-Along Right"), upon notice no less than 10 business days to the other Holder, the Company and any other party that has become bound by this Section 4.2 (as and to the extent set forth in Section 4.4) (the "Bring-Along Notice"), to require all of such parties (other than the Company and not including the Founders or CEC) (the "Bring-Along Shareholders") to participate in such a transaction and thus cause each Bring-Along Shareholder to dispose of 100% of its Company Common Shares in such transaction on the terms set forth in this Section 4.2 (the "Bring-Along Transaction"), the consideration for which shall be cash and/or Marketable Securities. Notwithstanding the foregoing, no Holder may exercise the Bring-Along Right prior to June 30, 2005, and notice of a Holder's exercise of the Bring-Along Right may not be given after December 31, 2007.
(b) In the event that the Offering Holder exercises the Bring-Along Right in accordance with the terms of Section 4.2(a) above, subject to Sections 4.2(c) and 4.2(d) below, each of the Bring-Along Shareholders shall promptly Transfer all of its Company Common Shares to the Third-Party Acquiror on the same terms and conditions that apply to the Offering Holder in connection with the Bring-Along Transaction. Each of the Bring-Along Shareholders and each 3% Company Transferee further agrees to timely take such other actions as the Offering Holder may reasonably request in connection with the approval and consummation of such Bring-Along Transaction, including, without limitation, causing its designees on the Board to approve such transaction, voting all of its Company Common Shares in favor of such transaction, waiving any dissenters' rights, and executing such agreements, powers of attorney, voting proxies, consents or other documents and instruments as may be necessary or desirable to consummate such Bring-Along Transaction.
(c) In the event that a Bring-Along Transaction is proposed, the Third-Party Acquiror shall, as a condition to the consummation of the Bring-Along Transaction, agree that, if a majority of the Board (or a special committee thereof) so approves, the Third-Party Acquiror wil...
Bring-Along Right. In the event that (i) an acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation) that would result in the transfer of fifty percent (50%) or more of the outstanding voting power of the Company or in which the shareholders of the Company immediately prior to such transaction would own, as a result of such transaction, less than a majority of the voting securities, in the same relative proportions, of the successor or surviving corporation immediately thereafter; or (ii) a sale of all or substantially all of the assets of this corporation (such events described in subsections (i) and (ii) are referred to herein as a “Sale of the Company”) is approved by the Board and the holders of two-thirds of the outstanding shares of Series E Preferred Stock, then each Investor and Founder hereby agree(s) with respect to all securities of the Company which they own or otherwise exercise voting or dispositive authority:
(i) in the event such transaction is to be brought to a vote at a shareholder meeting, after receiving proper notice of any meeting of shareholders of the Company to vote on the approval of a Sale of the Company, to be present, in person or by proxy, as a holder of shares of voting securities, at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings;
(ii) to vote (in person, by proxy or by action by written consent, as applicable) all shares of the capital stock of the Company as to which it has beneficial ownership in favor of such Sale of the Company and in opposition of any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Sale of the Company;
(iii) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale of the Company; and
(iv) to execute and deliver all related documentation and take such other action in support of the Sale of the Company as shall reasonably be requested by the Company. Except for this Agreement, neither any of the parties hereto nor any affiliates thereof shall deposit any shares of capital stock beneficially owned by such person in a voting trust or subject any such shares of capital stock to any arrangement or agreement with respect to the voting of such shares of capital stock.
Bring-Along Right. From and after the date forty-five (45) days after the date hereof, if any Holder of Fund Shares proposes to make a bona fide sale (a "Bring-Along Sale") of any Restricted Securities held by such Holder to a third party that is not, and following such sale will not be, an Affiliate of the Fund, and such sale is at a price that, in such Holder's reasonable judgment, is a fair market value price, such Holder shall have the right, exercisable upon fifteen (15) days' prior written notice to the each of other Holders, to require each of such other Holders to sell such Holder's Proportionate Share of Restricted Securities to such third party on the same terms as the Holder of Fund Shares.
Bring-Along Right. For so long as the Company owns at least 33.33% of E-Wash or Limited, if the Company or E-Wash proposes to make a bona fide sale in a private offering of all of its E-Wash shares or of Limited units, the Company and/or E-Wash shall have the right (the "Bring-Along Right"), but not the obligation, exercisable upon 15 days' prior written notice, to require the Employee to sell his Units to such third party upon terms no less favorable to the Employee than those that apply to the Company or E-Wash with respect to such third party sale. In such case, so long as the Employee has not been terminated immediately prior to the closing of the proposed sale, all restrictions contained in Sections 2 and 4 applicable to any Restricted Units shall lapse. The Employee hereby agrees to cooperate with the Company or E-Wash and to take any and all action reasonably required in connection with the consummation of such third party sale. Without limiting the foregoing, at the closing of any sale under this Section, the Employee shall represent and warrant that he is the beneficial owner of such Units free and clear of any liens or encumbrances with full power and authority to transfer such shares. 2.
Bring-Along Right. For so long as the Company owns at least 33.33% of E-Wash or Limited, if the Company or E-Wash proposes to make a bona fide sale in a private offering of all of its E-Wash shares or of Limited units, the Company and/or E-Wash shall have the right (the "Bring-Along Right"), exercisable upon 15 days' prior written notice, to require the Employee to sell his Units to such third party upon terms no less favorable to the Employee than those that apply to the Company or E-Wash with respect to such third party sale. In such case all restrictions contained in Sections 2 and 4 applicable to any Restricted Units shall lapse. The Employee hereby agrees to cooperate with the Company or E-Wash and to take any and all action reasonably required in connection with the consummation of such third party sale. Without limiting the foregoing, at the closing of any sale under this Section, the Employee shall represent and warrant that he is the beneficial owner of such Units free and clear of any liens or encumbrances with full power and authority to transfer such shares.
Bring-Along Right. In the event that Stockholders (the "Proposing Stockholders") holding stock comprising at least seventy-five percent (75%) of the Company's voting securities (the "Threshold Percent") propose to Transfer their stock to a third party (the "Offeror") pursuant to a merger, consolidation, reorganization or sale of shares, the remaining Stockholders will be required to sell their stock to such Offeror at the same price and upon the same terms and conditions as in the offer made to the Proposing Stockholders or vote in favor of the transaction, in the case of a merger, consolidation or reorganization; provided, however, that the Series B Investors shall not be required to sell their shares or vote in favor of the transaction, as applicable, unless such transaction reflects a pre-money valuation of at least $80,000,000.
Bring-Along Right. If Berg or Tessier, or both (collectively, the "Principals") receive a b▇▇▇ fide ▇▇▇▇▇ from an unaffiliated third party (the "Third Party Offer") to purchase (for cash or securities) all of the then outstanding shares of Common Stock and the Principals wish to accept such offer, then the Principals shall, within ten (10) days of accepting the Third Party Offer, notify Purchaser, in writing, of such offer. Upon receipt of such notice, Purchaser shall then sell shares of Common Stock, pro rata with Berg and/or Tessier, at the same price per share and upon the same te▇▇▇ and cond▇▇▇▇▇▇ of the Third Party Offer. However, the bring along rights granted hereunder shall not be available to Berg or Tessier unless, the exercise of such right, would cause the P▇▇▇▇aser ▇▇ ▇▇▇eive an amount from the unaffiliated party equal to at least four (4) times the Purchase Price. The "bring along" rights granted in this Section 7.2 shall expire on the third anniversary hereof.
Bring-Along Right. If the Fund or Permitted Transferees holding (in the aggregate with the Fund) a majority of the Fund Shares (collectively, the “Bring-Along Holders”) proposes to make a bona fide sale, whether by merger, consolidation, share exchange, or otherwise, (a “Bring-Along Sale”) of any Restricted Securities held by the Bring-Along Holder(s) to a third party that is not, and following such sale will not be, an Affiliate of the Fund, and such sale is at a price that, in such the Bring-Along Holder’s(s’) reasonable judgment, is a fair market value price, then the Bring-Along Holder(s) shall have the right, exercisable upon thirty (30) days’ prior written notice to the each of other Holders, to require each of such other Holders to sell such Holder’s Proportionate Share of Restricted Securities to such third party on the same terms as the Holder of Fund Shares and to refrain from exercising any appraisal or dissenter’s rights with respect to such Bring-Along Sale.
Bring-Along Right. 6.3.1 Subject to clause 6.4 below, if one or more of the Shareholders (the “Proposing Shareholder(s)”) propose to effect a sale of not less than a majority of the outstanding Shares (other than pursuant to an underwritten public offering) the Proposing Shareholders shall have the right (the “Bring- Along Right”), exercisable upon 10 (ten) days’ prior written notice to the other Shareholders, to require the other Shareholders to sell all their Shares to such third party upon the same terms and conditions as the Proposing Shareholders propose to sell their Shares.
6.3.2 If any other Shareholder shall not, within five Business Days of being required to do so, execute and deliver transfers in respect of the Shares held by him and deliver the certificate(s) in respect of the same (or a suitable indemnity in lieu thereof), then any Proposing Shareholder shall be entitled to execute, and shall be entitled to authorise and instruct such person as he thinks fit to execute, the necessary transfer(s) and indemnities on the other Shareholder’s behalf and, against receipt by Bus (on trust for such Shareholder) of the consideration payable for the relevant Shares, deliver such transfer(s) and certificate(s) or indemnities to the Purchaser (or his nominee) and register such Purchaser (or his nominee) as the holder thereof. After such registration, the validity of such proceedings shall not be questioned by any person.