Drag Sample Clauses

Drag. Along Sales and Tag-Along Sales. ------------------------------------ (a) Drag-Along Sales. ---------------- (i) Notwithstanding any other provision hereof, if GEI agrees to sell Securities held by it pursuant to a transaction in which more than 75% of the then-outstanding Common Stock of the Company will be sold to or acquired by a Third Party (either of such sales, a "DRAG-ALONG SALE"), then upon the demand of GEI, (i) in the case of Occidental and the Class II Stockholders, made at any time after the Closing Date and (ii) in the case of the HPA Group, made at any time after the fourth anniversary of the Closing Date (the HPA Group and the Class II Stockholders being collectively referred to for this purpose as "DRAG-ALONG SELLERS"), each Drag-Along Seller hereby agrees to sell to such Third Party the same percentage of the total number of Securities held by such Drag-Along Seller on the date of the Drag-Along Notice, as the number of Securities GEI is selling in the Drag-Along Sale bears to the total number of shares held by GEI as of the date of the Drag-Along Notice (the "SALE PERCENTAGE"), at the same price and form of consideration and on the same terms and conditions as GEI has agreed to with such Third Party. If the Drag-Along Sale is in the form of a merger transaction, the Drag-Along Seller agrees to vote his or her Securities in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable law. The provisions of this Section 7 shall apply regardless of the form of consideration received in the Drag-Along Sale. For purposes of Drag-Along Sales, the number of shares owned by each Drag-Along Seller shall include all shares underlying NQ Options, which NQ Options will be exercised by the Drag-Along Sellers immediately prior to and contingent upon consummation of the Drag-Along Sale. (ii) Prior to making any Drag-Along Sale, if GEI elects to exercise the option described in this Section 7, GEI shall provide the Drag-Along Seller to whom this Section 7 then applies with written notice (the "DRAG-ALONG NOTICE") not more than 60 nor less than 15 days prior to the proposed date of the Drag-Along Sale (the "DRAG-ALONG SALE DATE"). The Drag-Along Notice shall set forth: (i) a general description of the transaction and the proposed amount and form of consideration to be paid per share offered by the Third Party; (ii) the aggregate number of Securities held by GEI as of the date that the Drag-Along Notice is first giv...

Drag. Along (obligation to sell in case of an exit):

Drag. Along Membership Interests have not been completed in accordance with the terms of the Drag-Along Notice, all the restrictions on sale, transfer or assignment contained in this Agreement with respect to Membership Interests owned by the Section 9.10 Selling Members shall again be in effect.

Drag. Along Rights shall terminate upon the effectiveness of any registration statement filed with the SEC with respect to Common Stock in an initial Public Equity Offering or subsequent Public Equity Offering if, after giving effect to such offering, at least 50% of the Fully Diluted Number of shares of Common Stock would be held by Persons unaffiliated with the Company and without restriction on transfer under the Securities Act.

Drag along Upon expiry of the Lock-up Period, if the majority shareholder reaches an agreement with a third party for the transfer of a quota representing in aggregate at least 50% of the share capital of the Company, the majority shareholder shall have the right to require the other shareholders to transfer to the third party the entire quota held by each of them at the same price and under the same conditions, provided that the equity value offered by the third parties is at least EUR 35,000,000 for the entire share capital of the Company. To this end, upon completion of the Third Closing, the minority shareholder shall grant to the majority shareholder an irrevocable power of attorney in notarial form in respect of the sale of its quota, which shall guarantee the proper exercise of the drag-along right.

Drag. Along Right shall continue to be applicable to any proposed subsequent Transfer of the Units of any Drag-Along Seller.

Drag offer In case of a Sale, the proposed seller or sellers may, upon agreement of the terms and conditions of a bona fide offer by a third party purchaser for one or more of its or their Ordinary Shares (a Drag Offer) require each (other) holder of Ordinary Shares to transfer all (but not less than all) of such shares (the Drag Shares) on the same terms and conditions as those offered in the Drag.

Drag. ALONG; TAG-ALONG 34 Section 5.1 Drag-Along Sale 34 Section 5.2 Tag-Along Sale 35 ARTICLE 6. ADDITIONAL AGREEMENTS 37 Section 6.1 Access to Information; Reports 37 Section 6.2 Certificate of Incorporation and Bylaws 38 Section 6.3 No Other Voting Agreements 38 Section 6.4 Confidentiality 39 Section 6.5 Preemptive Rights 39 Section 6.6 Debt Preemptive Rights 41 ARTICLE 7. MISCELLANEOUS 42 Section 7.1 Survival of Agreement; Term 42 Section 7.2 Notices 42 Section 7.3 Binding Effect 42 Section 7.4 Entire Agreement 42 Section 7.5 Amendment 42 Section 7.6 Third-Party Beneficiary 43 Section 7.7 Counterparts 44 Section 7.8 Headings 44 Section 7.9 Governing Law; Consent to Jurisdiction and Service of Process 44 Section 7.10 Injunctive Relief 44 Section 7.11 Severability 44 Section 7.12 Recapitalization and Similar Events 45 Exhibit A Form of Joinder Agreement This Stockholders Agreement ( this “Agreement”) is made as of July 29, 2016, by and among Dex Media, Inc., a Delaware corporation (the “Company”), each of the Stockholders (as defined below) named on the signature pages hereto, and each Person (as defined below) that hereafter becomes a Stockholder.

Drag. Along Rights 10

Drag. If Reserves receives at any time an offer, whether or not solicited, for the purchase or exchange of any of its Sponsor Common or Sponsor Subordinated Units which it proposes to accept, then Xxxxx or the Transferee Entity (as the case may be) shall have the right to participate in the transaction on the same terms and conditions as Reserves proposes to accept and sell an identical pro rata percentage of his/its Sponsor Common and Sponsor Subordinated Units as Reserves proposes to transfer.