Bring-Along Rights Sample Clauses
Bring-Along Rights, also known as drag-along rights, are provisions that allow 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 of shareholders agree to sell their shares to a third party, minority shareholders are required to sell their shares as well, ensuring the buyer can acquire 100% ownership without resistance. This clause is essential for facilitating smooth company sales, preventing minority shareholders from blocking or complicating major transactions, and providing certainty to potential buyers.
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Bring-Along Rights. (a) If any Acquiring Stockholder at any time, or from time to time, in one transaction or a series of related transactions, proposes to Transfer shares of Common Stock to one or more Persons that is (i) not an Affiliate of such Acquiring Stockholder or (ii) is an Operating Affiliate (for such purposes an Operating Affiliate will not be deemed to be an Affiliate) (both (i) and (ii) being a “Third Party Purchaser”), then the Acquiring Stockholder(s) shall have the right (a “Bring-Along Right”), but not the obligation, and subject to the provision of Section 2(e) below, to require each Management Stockholder to tender for purchase to the Third Party Purchaser, on the same terms and conditions as apply to the selling Acquiring Stockholder(s), all or any portion of a number of shares of Common Stock and Options (including any Options that vest as a result of the consummation of the Transfer to the Third Party Purchaser) that, in the aggregate, equal the lesser of (A) the number derived by multiplying (1) the total number of shares of Common Stock owned by the Management Stockholder (including shares of Common Stock issuable in respect of all Options held by any Management Stockholder, whether or not exercised, and including any Options that vest as a result of the consummation of the Transfer to the Third Party Purchaser); by (2) a fraction, the numerator of which is the total number of shares of Common Stock to be sold by the Acquiring Stockholder(s) in connection with the transaction or series of related transactions and the denominator of which is the total number of the then outstanding shares of Common Stock held by all Acquiring Stockholder(s); or (B) the number of shares of Common Stock as the Acquiring Stockholder(s) shall designate in the Bring-Along Notice (as defined below); provided, however, all Bring-Along Rights will be exercised on a pro rata basis among the Management Stockholders based upon their relative holdings of Common Stock and Options.
(b) If any Acquiring Stockholder elects to exercise its Bring-Along Right under this Section 2 with respect to the Restricted Shares held by the Management Stockholders and/or Options held by the Management Stockholders, the Acquiring Stockholder shall notify each Management Stockholder in writing (collectively, the “Bring-Along Notices”). Each Bring-Along Notice shall set forth: (i) the name of the Third Party Purchaser(s) and the number of shares of Common Stock proposed to be sold by the Acquiring Stoc...
Bring-Along Rights. (a) Except pursuant to, or following the consummation of, an IPO, if any shareholder or group of shareholders of the Company holding more than the Designated Percentage of the issued and outstanding Shares of the Company (the “Selling Shareholders”) intend to effect a Transfer of all of such Selling Shareholders’ Shares to any Person (a “Bring-Along Buyer”), the Selling Shareholders shall have the right (the “Bring-Along Right”) to require the Participant (in such capacity, the “Bring-Along Shareholder”) to Transfer all of the Shares owned by the Participant to the Bring-Along Buyer (a “Bring-Along Disposition Transaction”). If the Selling Shareholders elect to exercise their Bring-Along Right, the Selling Shareholders shall deliver written notice (a “Bring-Along Notice”) to the Participant, which notice shall state (i) that the Selling Shareholders wish to exercise their Bring-Along Right with respect to such Transfer, (ii) the name and address of the Bring-Along Buyer, (iii) the amount and form of consideration the Selling Shareholders propose to receive for their Shares (and if such consideration consists in part or in whole of property other than cash, the Selling Shareholders will provide such information, to the extent reasonably available to such Selling Shareholders, relating to such non-cash consideration as each Bring-Along Shareholder may reasonably request in order to evaluate such non-cash consideration), (iv) the terms and conditions of payment of such consideration and all other material terms and conditions of such Transfer and (v) the anticipated time and place of the closing of such Transfer (a “Bring-Along Transaction Closing”). If such Bring-Along Transaction Closing does not occur prior to the expiration of the later of (x) 75 days following the delivery of such Bring-Along Notice, which 75 day period shall be extended until all necessary consents from applicable Governmental Authorities to the proposed sale have been received (but in no event more than 90 days after the expiration of such 75 day period) and (y) the date which is 15 days following the final determination of the Bring-Along Contingent Acquisition Price Adjustment pursuant to Section 2.4(f) of the Primary Shareholders Agreement, the Participant shall be released from its obligations under this Section 2.3 with respect to such Bring-Along Notice. The Selling Shareholders shall also furnish to the Participant copies of all transaction documents relating to the Bring-Along ...
Bring-Along Rights. 2.1 Subject to the rights set forth in Section 4 hereof, each Shareholder agrees that, from and after December 9, 1998, in the event that Shareholders owning at least seventy five percent (75%) of the total number of shares of capital stock of the Company held by all Shareholders (on a fully diluted basis) (the "PROPOSING SHAREHOLDERS") shall have approved in writing a transaction or series of related transactions with any person or persons regarding a sale of all Shares held by such Proposing Shareholders, such Proposing Shareholders shall be entitled, at their option, to require each other Shareholder to include all of its Shares in such transfer by providing each such other Shareholder with a notice (the "BRING-ALONG NOTICE"), at least thirty (30) days prior to the consummation of the proposed transaction, setting forth in reasonable detail the material terms and conditions of the proposed transaction and the price per share at which such other Shareholders shall be required to sell their Shares (which price shall be equal to the price at which such Proposing Shareholders have agreed to sell their shares). (Such entitlement shall be referred to herein as the "BRING-ALONG RIGHTS".) Upon receipt of the Bring-Along Notice, each such other Shareholder shall 110 be obligated to sell all its Shares in connection with such proposed transaction.
(a) At the closing of the proposed transaction (which date, place and time shall be designated by the Proposing Shareholders and provided to each other Shareholder in writing at least five (5) business days prior thereto), each such other Shareholder shall deliver certificates evidencing all its Shares, duly endorsed, or accompanied by written instruments of transfer in form satisfactory to the proposed purchaser, duly executed, by such Shareholder, free and clear of any liens, against delivery of the purchase price therefor.
(b) The Bring-Along Rights shall not apply to a disposition by any Shareholder to (a) any other shareholder of the Company or (b) an affiliate of the disposing Shareholder (including any family member of a Shareholder or trust for the benefit of a Shareholder or family members), provided the transferee agrees in writing to be subject to the terms and conditions of this Agreement as if it were an original party thereto.
Bring-Along Rights. The terms and provisions of Section 6 of ------------------ the Shareholders Agreement are incorporated herein by reference as if set forth in haec verba. Optionee agrees that he or she will vote his or her shares of -- ---- ----- Class B Common Stock in accordance with the terms and provisions of Section 6 of the Shareholders Agreement, and take all actions necessary to satisfy any and all obligations contemplated by Section 6 of the Shareholders Agreement.
Bring-Along Rights. On or prior to November 1, 1997, Anth▇▇▇ ▇▇▇▇▇ ▇▇▇ll become a party to that certain Amended and Restated Shareholders Agreement of BackWeb Parent dated as of December 9, 1996, as a Shareholder thereunder, and as such shall be subject to the provisions of Section 2 (Bring Along Rights) thereof. Mr. ▇▇▇▇▇ ▇▇▇ll not be a "Founder" or "Major Holder" under such agreement. As a condition to Mr. ▇▇▇▇▇ ▇▇▇oming subject to such agreement, the agreement shall be amended by the Shareholders thereunder to permit the inclusion of Mr. ▇▇▇▇▇ ▇▇▇hin such agreement. The parties shall also use all commercially reasonable efforts to include other Major Shareholders of Lanacom as Shareholders under such agreement on similar terms as Mr. ▇▇▇▇▇.
Bring-Along Rights. In the event that Management proposes to enter into one or more agreements to sell to any person or persons (referred to herein collectively as the “purchaser”) all or substantially all of the membership interests in the Company in a single transaction or related series of transactions in lieu of a sale of all or a substantial part of the assets of the Company, all of the Members hereby agree to sell their respective interests in the Company to the purchaser on the terms set forth in such agreements. The agreements shall provide for the payment to the Members for their interests in the Company amounts equal to the amounts that they would have received had the Company (a) sold all of its assets at the price implicit in the price to be paid by the purchaser for the membership interests in the Company, (b) satisfied all of its obligations and (c) made liquidating distributions to the Members in accordance with Article 16. The costs associated with the sale shall, in general, be borne by the Members in the same proportion as they shared the considerations received in accordance with the preceding sentence. Management may reallocate among the Members so much of the considerations that a Member would be entitled to receive as equals the amounts that such Member then owes to the Company or to another Member. Management is hereby granted by each Member a power of attorney, coupled with an interest, to execute in the name of the Member any and all agreements, contracts, documents and other instruments (including instruments of assignment) that Management deems necessary or useful in order to consummate these transactions. These instruments shall be deemed to have been executed on behalf of the Members as if signed by the Members themselves.
Bring-Along Rights. 9.4.1 Subject to Section 9.1, if at any time (i) Members owning Interests representing at least seventy (70%) of the aggregate Interests then outstanding propose to sell all of their Interests or to cause the Company to sell all or substantially all of its assets to a bona fide third party Person or (ii) the Company ((i) or (ii), as applicable, the “Bring-Along Transferors”) has proposed to enter into an arms-length transaction involving the acquisition of the Company or all or substantially all of its assets by a bona fide third party Person (i.e., a Person who is not an Affiliate of the Company or a Member of the Company) by means of any transaction or series of related transactions (including, without limitation, any Interest purchase, reorganization, merger or consolidation, but excluding any merger effected exclusively for the purpose of changing the domicile of the Company), then the Bring-Along Transferors shall have the right (the “Bring- Along Right”), but not the obligation, to cause each Member to approve or to cause its designee(s) on the Board to approve such transaction and (if applicable) to tender to the third party for purchase, on the same terms and conditions as apply to the other Members, up to a percentage of Interests (pro rata among all Members) not to exceed the total percentage of the aggregate Interest to be purchased by the proposed purchaser(s) in such transaction(s).
9.4.2 If any Bring-Along Transferors elect to exercise their Bring-Along Right under this Section 9.4, then such Bring-Along Transferor shall so notify each applicable Member in writing (the “Bring-Along Notice”). Each Bring-Along Notice shall set forth (i) the name of the third party and the assets or percentage of Interests proposed to be Transferred, (ii) the address of the third party, (iii) the proposed amount and form of consideration and terms and conditions of payment offered by the third party, and any other material terms pertaining to the sale (provided, that such terms shall require the Members to be subject to joint and several liability in connection with such sale), and (iv) that the third party has been informed of the rights provided for in this Section 9.4 and has agreed to purchase assets or Interests in accordance with the terms hereof. The Bring-Along Notice shall be given at least thirty (30) days before the closing of the proposed sale.
9.4.3 At the closing of any Transfer pursuant to this Section 9.4, the third party shall remit to the selli...
Bring-Along Rights. 2.7.1. In the event that a Shareholder holding more than 15% of Ormat Technologies issued and outstanding share capital On An As Adjusted Basis (the "Proposing Shareholder") wishes to accept an offer to sell all of Ormat Technologies’ shares it holds to any third party (the "Buyer") at a price per share of not less than the Trigger Price (as adjusted for dividend distributions, stock splits and consolidations, bonus shares, and any other similar recapitalization event following the Effective Date), by way of a share sale, merger or otherwise, and such Buyer has made its offer contingent upon the sale to such Buyer of all of Ormat Technologies' shares held by the other Shareholder (the "Sale Transaction"), then, at the closing of such Sale Transaction, the other Shareholder shall be obligated to (i) sell all of Ormat Technologies’ shares it holds to the Buyer at the same price per share and upon the same terms and conditions as the Proposing Shareholder, and/or (ii) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Shareholder’s shares of Common Stock in favor of any Sale Transaction proposed by the Proposing Shareholder and executing any purchase agreements, or related documents, as such Proposing Shareholder and the Buyer execute that are reasonably required in order to carry out the terms and provisions of this Section 2.7, provided that no Shareholder shall be required to undertake or be obligated to terms and conditions which do not similarly apply to the Proposing Shareholder.
Bring-Along Rights. If in a Sale Event where the aggregate proceeds to be received by the Investors on a per share basis is greater than or equal to the original purchase price paid by such Investors with respect to any shares being sold in such Sale Event, a Majority Interest does not exercise the Drag-Along Right, any Existing Stockholder may, by delivering written notice to the Investors and the Company within ten (10) days of its receipt of the notice provided in Section 4.2, elect to sell his, her or its Shares as part of the Sale Event on substantially the same terms applicable to the Investors.
Bring-Along Rights. Prior to the initial public offering of the Company, in the event that the shareholders of the Company holding together more than two thirds of the voting power of the Company accept an offer to sell all of their shares to a third party, and such sale is conditioned upon the sale of all remaining shares of the Company to such third party, all other shareholders shall be required to sell their shares in such transaction on the same terms and conditions.