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 Sales and Tag-Along Sales. ------------------------------------
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; TAG-ALONG 34
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 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. (i) The Parties agree that, subject to compliance with the requirements under applicable Laws on and after the IPO Effective Date if any of QMT or SFL (each, a “Post IPO Dragging Shareholder”) desires to Transfer the QM Yum Lock-in Shares or the SFL Yum Lock-in Shares respectively, then such Post IPO Dragging Shareholder shall have the right to require the other Shareholder (being the non- selling Shareholder among QMT and SFL) (a “Post IPO Dragged Shareholder”) to sell all but not less than all of the QM Yum Lock-in Shares or the SFL Yum Lock- in Shares, as the case may be (in either case, the “Post IPO Dragged Shares”), to a third party (“Post IPO Drag Right”). Provided that, if the Post IPO Dragging Shareholder desires to (A) Transfer the QM Yum Lock-in Shares or the Creador SFL Drag Price Restricted Shares, as the case may be, at any time prior to the expiry of 6 (six) years from the Closing Date, it shall be entitled to exercise the Post IPO Drag Right only if the per share price at which the such drag occurs is the higher of (X) an IRR of at least 20% on the Creador Per Share Price, or (Y) 2.5 times the Creador Per Share Price; or (B) Transfer the SFL New Investor Shares at any time prior to the expiry of 6 (six) years from the date of the SFL New Investment, it shall be entitled to exercise the Post IPO Drag Right only if the per share price at which the such drag occurs is the higher of (X) an IRR of at least 20% on the SFL New Investor Per Share Price, or (Y) 2.5 times the SFL New Investor Per Share Price.
Drag. ALONG 5.1.
