Drag Along. If a Liquidating Event (as defined in the Restated Certificate) is approved by the Board of Directors of the Company and the requisite vote of the outstanding classes of stock entitled to vote on such matter, then, Subscriber agrees, as a holder of Common Stock, to vote (in person, by proxy or by action, I have by written consent, as applicable) all shares of capital stock of the Company now or hereafter directly or indirectly owned of record or beneficially by Subscriber (whether Common Stock, or any shares of the Company’s Preferred Stock) in favor of, and adopt, such Liquidating Event and to execute and deliver all related documentation and take such other action in support of the Liquidating Event as may reasonably be requested by the Company to carry out the terms and provision of this Section 6, including executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents. The obligation of any party to take the actions required by this section will not apply to a Liquidating Event if the other party involved in such Liquidating Event is an affiliate or stockholder of the Company holding more than 10% of the voting power of the Company.
Drag Along. If (a) any person or entity makes a bona fide offer to acquire all or substantially all of the stock, assets or business of the Company, by merger, sale of assets or otherwise, (b) such transaction is approved by the Company’s Board of Directors (the “Board”) and (c) the holders of a majority of the outstanding shares of all classes of the Company’s preferred stock par value, par value $0.00001 per share (collectively, the “Requisite Parties”) consent in writing to such transaction (including by means of a proxy or stockholder consent voting in favor of such transaction), then the Subscriber shall be obligated to (i) vote all of his, her or its Securities and any other capital stock of the Company held by them, in favor of such transaction, to the extent any such vote is required for the consummation of such transaction, (ii) if applicable, sell, transfer or exchange all of his, her or its shares of capital stock of the Company in connection with such transaction on the terms consented to by the Board and Requisite Parties, and (iii) execute and deliver such instruments of sale, transfer and exchange and take such other action, including executing any purchase agreement, merger agreement, escrow agreement or related documents, as may be reasonably required by the Company in order to carry out the terms and provisions of this Section 7. At the closing of such transaction, the Subscriber shall deliver, against receipt of the consideration payable in such transaction, certificates representing the shares of capital stock of the Company which such party holds of record or beneficially, with all endorsements necessary for transfer. In the event that the Subscriber fails or refuses to comply with the provisions of this Section 6, the Company, the other holders of the Company’s capital stock and the purchaser in such transaction, at their option, may elect to proceed with such transaction notwithstanding such failure or refusal and, in such event and upon tender of the specified consideration to the Subscriber, the rights of the Subscriber with respect to the shares of capital stock of the Company held by such Subscriber shall cease.
Drag Along. Subject to Section 6.2, anything in this Agreement to the contrary notwithstanding, in the event that (i) the Board of Directors of the Corporation by unanimous vote or unanimous written consent and/or the holders of more than fifty percent (50%) of the then outstanding Common Stock by vote or written consent approves a transaction pursuant to which any Person or Persons not affiliated with any of the holders of any Common Stock will acquire fifty percent (50%) or more of the Common Stock of the Corporation (by stock purchase, RESTRICTED STOCK PURCHASE AGREEMENT merger or otherwise) or all or substantially all of the assets of the Corporation, upon the written request of the holders of more than fifty percent (50%) of the Common Stock, the Equity Participant agrees to offer to sell all of his Shares, and to sell all of his Shares (or, if such proposed transaction involves the sale of less than one hundred percent (100%) of the outstanding Common Stock, a proportionate amount of his Shares), to such Person or Persons or to vote all of his Shares in favor of the sale of assets, as the case may be, in either case upon the terms and conditions of the transaction approved by the Board of Directors of the Corporation and/or the holders of more than fifty percent (50%) of the Common Stock; provided, however, that the Equity Participant’s obligation to sell his Shares pursuant to this Section 6.3 shall only apply if all of the Shares are to be sold on the same terms and conditions as the shares of such other Person or Persons. For purposes of this Section 6.3, each Preferred Share shall be deemed to be the number of shares of Common Stock into which such Preferred Share is then convertible.
Drag Along. 4.1 If Transferor sells, other than in a public offering pursuant to a registration statement or pursuant to Rule 144 (or any successor provision) under the Securities Act, shares of Common Stock and/or Series Z Preferred Stock held by such Transferor to a Transferee in one transaction or a series of related transactions which constitute the transfer of a majority of the then outstanding shares of Common Stock and Series Z Preferred Stock of the Issuer, Holdings and/or its affiliates may, at their option, cause each of the members of the Smitx Xxxup and JEDI (either party, and any affiliate thereof, being a "Drag-Along Party" and collectively, the "Drag-Along Parties") to sell to the Transferee, on the same terms and conditions as provided with respect to the sale by Transferor to such Transferee, up to the number of shares of Common Stock (rounded to the nearest whole share) equal to the product of (i) the total number of shares of Common Stock which such Drag-Along Party then owns and (ii) a fraction with a numerator equal to the number of shares of Common Stock and Series Z Preferred Stock then being sold by the Transferor and a denominator equal to the total number of shares of Common Stock and Series Z Preferred Stock owned by the Transferor (such shares being "Drag-Along Shares" and such transaction being a "Drag-Along Transaction"); provided however, that: (v) Transferor shall only be entitled to drag along shares of Common Stock under this Section 4 that the Drag-Along Party or Parties own as of the date hereof (securities acquired after the date hereof in any manner shall not be subject to the drag-along rights provided in this Section 4); (w) Transferor may not receive more than the liquidation preference, plus accrued dividends thereon, for the Series D Preferred Stock sold in a Drag-Along Transaction; (x) the price for the Drag-Along Shares may not be lower than the price paid to other common stockholders in the same or related transaction; (y) the consideration for the Drag-Along Shares shall be paid in cash unless the relevant Drag-Along Party consents to payment in a form other than cash; and (z) if the Drag-Along Transaction is a Merger Transaction, the provisions of this Section 4.1 shall not apply to the Common Stock held by JEDI unless the Series E Preferred Stock then held by JEDI is redeemed in cash as of or prior to the effective date of the Merger Transaction.
Drag Along. 2.1. In the event that (i) the Board, (ii) the holders of a majority of the outstanding shares of Common Stock then held by the Founders and (iii) the holders of a majority of the outstanding shares of Series A Preferred Stock and any other classes of shares provided for in the Company’s Third Amended and Restated Articles of Incorporation, as amended or restated (together, the “Requisite Holders”) approve any act or transaction described in Section 3.3 of the Company’s Third Amended and Restated Certificate of Incorporation (the “Restated Certificate”), as amended or restated (an “Approved Sale”), (x) if the Approved Sale is structured as a merger or consolidation of the Company, or a sale of all or substantially all of the Company’s assets, the Investor agrees to be present, in person or by proxy, at all meetings for the vote thereon, to vote all shares of capital stock held by such person for, or in connection with any solicitation of written consents from the stockholders of the Company, and raise no objections to such Approved Sale, and to waive and refrain from exercising any dissenters rights, appraisal rights or similar rights in connection with such merger, consolidation or asset sale or (y) if the Approved Sale is structured as a sale of the stock of the Company, the Investor agrees to sell the Series B Stock and any other shares held by such Investor on the terms and conditions approved by the Requisite Holders. Subject to the foregoing, the Investor shall each take all necessary and desirable actions approved by the Requisite Holders in connection with the consummation of the Approved Sale, including the execution of such agreements and such instruments and other actions reasonably necessary to (1) provide the representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such Approved Sale and (2) effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale.
Drag Along. (a) At any time prior to the Junior Preferred Payment, (A) with respect to the FRBNY Member, for as long as the FRBNY Member owns any Junior Preferred Units, the FRBNY Member shall, at any time (i) during the Initial Period, upon prior consultation with, and during the 12-month period following the date of this Agreement the prior concurrence of, the AIG Credit Facility Trust, be entitled to make a Drag-Along Demand and (ii) following the Initial Period, in its sole discretion, be entitled to make a Drag-Along Demand and (B) with respect to the Majority Junior Preferred Members, (i) during the Initial Period, will not be entitled to make a Drag-Along Demand and (ii) following the Initial Period, shall, in their sole discretion, be entitled to make a Drag-Along Demand (each of the FRBNY Member with respect to Section 8.05(a)(A) and the Majority Junior Preferred Members with respect to Section 8.05(a)(B), a “Selling Member”). A “
Drag Along. (a) If the GM Investor proposes to Transfer more than fifty percent (50%) of the issued and outstanding Equity Securities to an Independent Third Party prior to an IPO (other than any Transfer (i) as provided in Section 9.08, (ii) in connection with Section 9.10, or (iii) pursuant to Section 9.12), the GM Investor shall have the right (but not the obligation) to deliver a written notice (such notice, the “Drag-Along Notice”) of its intention to do so to each other Member (the “Dragees”). The Drag-Along Notice shall set forth the aggregate consideration to be paid by the Independent Third Party and the other material terms and conditions of such transaction (a “Drag-Along Sale Transaction”), which shall be the same (in all but de minimis and immaterial respects) for the GM Investor and the other Members except as otherwise contemplated by this Agreement. Upon receipt of the Drag-Along Notice, each Dragee shall be required to participate in the proposed Transfer in accordance with the terms and conditions of this Section 9.09; provided, that if such Drag-Along Sale Transaction involves less than one hundred percent (100%) of the Shares held by the GM Investor, then each Dragee will only be required to participate in the proposed Transfer to the Independent Third Party with respect to such percentage of each class of its Shares as equals the percentage of the GM Investor’s total Shares being sold in such Drag-Along Sale Transaction (the “Drag Percentage”). If the GM Investor is given an option as to the form and amount of consideration to be received under this Section 9.09, all Dragees shall be given the same option and, otherwise, the ratio of both (i) any cash to any non-cash consideration and (ii) among any type of non-cash property or asset consideration to any other type of non-cash property or asset consideration shall be equal (to the extent reasonably practicable) for each of the GM Investor and the Dragees. Within ten (10) Business Days following receipt of the Drag-Along Notice, each Dragee shall deliver to a representative of the Company or the GM Member designated in the Drag-Along Notice such certificates (if certificated) representing all Shares (or the Drag Percentage of each class of its Shares, as applicable) held by such Dragee or in other cases mutually acceptable instruments of transfer duly endorsed, together with a limited power-of-attorney authorizing the Company and the GM Investor to sell or otherwise dispose of such Shares pursuant ...
Drag Along. At any time prior to the time the Principal Stockholders cease to own less than forty (40%) percent of the issued and outstanding shares of Common Stock of the Corporation, the Principal Stockholders may, if they elect (the "Drag Along Election") at any time during such period to sell all of their shares of Common Stock to a bona fide third-party purchaser not related to, controlled by or under common control with the Principal Stockholders, cause a sale of all of the then issued and outstanding shares of Common Stock of the Corporation owned by the Other Stockholder to be made to such third-party purchaser in an arm's-length transaction for cash and/or registered, freely marketable securities. Any such sale of all of the issued and outstanding shares of the Corporation held by the Other Stockholder must be made on the same terms and conditions, including the price per share, upon which the Principal Stockholders have agreed to sell all of their shares of Common Stock to the third-party purchaser. The Principal Stockholders can trigger a Drag Along Election by providing a written notice of such election (the "Drag Along Notice") to the Other Stockholder, such Drag Along Notice to include the price per share being paid to the Principal Stockholders by such third-party purchaser and the other material terms and conditions of such sale. Upon the Other Stockholder's receipt of a Drag Along Notice, the Other Stockholder shall fully cooperate with the Principal Stockholders and shall take all actions and steps to effect such sale as the Principal Stockholders may deem necessary, desirable or appropriate, including, without limitation, the prompt delivery to the Principal Stockholders of duly endorsed stock powers with respect to all of the shares of Common Stock at such time owned by the Other Stockholder.
Drag Along. A Management Stockholder may Transfer such Management Stockholder’s Shares to the extent required pursuant to Section 4(b) below.
Drag Along. 9.1. So long as the Company has not consummated a Qualified IPO within sixty (60) months after the Closing, if (i) the Approving Shareholders vote in favor of or otherwise consent in writing to sell or transfer all or substantially all of the shares, assets or business of the Company in any transaction or a series of transactions that would qualify as a Liquidation Event (a “Change of Control”) with the amount of gross proceeds derived therefrom of at least USD125,000,000 and (ii) if such transaction values the Company or the relevant assets or business of the Company at a valuation below USD300,000,000, it has been approved by Xxxxxxx Education Asia Limited (for so long as it has not transferred any Series C Preferred Shares purchased by it under the Series C Share Purchase Agreement), then the Company shall promptly notify each of the remaining shareholders of the Company (the “Remaining Shareholders” and each a “Remaining Shareholder”, including without limitation, each of the holders of Ordinary Shares and Preferred Shares who are not Approving Shareholders) in writing of such vote, consent or agreement and the material terms and conditions of such Change of Control, whereupon each Remaining Shareholder shall, in accordance with instructions received from the Company (the “Drag Along Instructions”), vote all of its voting securities of the Company in favor of, otherwise consent in writing to, or otherwise sell or transfer all of their shares in such Change of Control (including without limitation tendering original share certificates for transfer, signing and delivering share transfer certificates, share sale or exchange agreements, and certificates of indemnity relating to any shares in the capital of the Company in the event that such Remaining Shareholder has lost or misplaced the relevant share certificate) on the same terms and conditions as were agreed to by the Approving Shareholders (and if applicable, Xxxxxxx Education Asia Limited), provided, however, that such terms and conditions, including with respect to price paid or received per share, may differ between the Ordinary Shares and the Preferred Shares (including without any limitation, in order to reflect any liquidation preference of the Preferred Shares and participation rights of the Preferred Shares). The “
