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 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 (obligation to sell in case of an exit):
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 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 Right shall continue to be applicable to any proposed subsequent Transfer of the Units of any Drag-Along Seller.
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.
Drag. Along Rights 10
Drag. ALONG Subject to customary limitations and conditions, in the event that, prior to satisfaction of the Qualified IPO Condition, the Investor holds Shares representing at least 50% of the New Common Stock (including Series A Preferred on an as converted basis but excluding the Equity Plan (as defined below)) and agrees to a Sale of the Company, upon the Investor’s request, all other Stockholder Parties (the “Dragged Stockholders”) shall be required to consent to, and raise no objection against, such Sale of the Company, and to reasonably cooperate with the Investor in the negotiation, documentation and consummation of such Sale of the Company, which may include (x) selling a percentage of such Dragged Stockholder’s Shares to the purchaser in such Sale of the Company corresponding to the aggregate percentage of the Shares held by the Investor that are proposed to be included in such Sale of the Company at the per Share price negotiated by and applicable to the Investor and (y) signing all documents reasonably necessary to consummate such Sale of the Company. Dragged Stockholders shall receive the same amount of consideration per Share that is being paid to the Investor in connection with the Sale of the Company and shall otherwise participate on the same terms and conditions as the Investor (in each case, subject to any differences between the Series A Preferred and the New Common Stock to take into account any liquidation value). No Dragged Stockholder shall be liable for any indemnification, or be required to participate in any escrow arrangement, relating to the Sale of the Company in excess of the amount of proceeds payable to such Dragged Stockholder in connection with such Sale of the Company (or in an amount that is disproportionate to the Investor or the other Dragged Stockholders, other than with respect to representations, warranties or covenants that are individual to such Dragged Stockholder).
