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 “Approving Shareholders” shall mean the all of (i) holders of at least two-thirds (2/3) of the then issued and outstanding Series A+ Preferred Shares and the outstanding Series A Pref...
Drag Along. 5.1 If any of the following transactions is (or has been) approved by the Board of Directors and Investors holding at least a majority of the then-outstanding Series A-1 Shares (including Common Stock issued upon conversion of such shares), each other Investor and each Current Stockholder shall vote its Investor Shares and Current Stockholder Shares at any annual or special meeting of stockholders, and give written consent with respect to such Shares, to approve such transaction and to authorize the Company and its officers to take all other actions reasonably necessary for its completion:
(a) a Liquidating Transaction yielding proceeds per share of Common Stock, as adjusted for splits, reverse splits and the like and after payment of all obligations of the Company and liquidation preferences, of at least $8.00;
(b) a financing transaction, the principal purpose of which is to raise capital for the Company; or
(c) an amendment to the Company’s Amended and Restated Certificate of Incorporation to add a new sentence to the end of Article 5 thereof reading as follows, “Any director may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote for the election of such director.”
5.2 If the completion of any transaction subject to Section 5.1 requires the sale of outstanding capital stock to an acquirer of the Company, the Investors and Current Stockholders agree to waive any dissenters’ rights, appraisal rights or similar rights in connection with any such transaction and otherwise cooperate with and execute and deliver such other documents as may be reasonably requested in connection with the transactions contemplated thereby including, without limitation, documents containing representations and warranties as to title, power and authority and such other representations and warranties as are appropriate in transactions of this type. Each Investor and Current Stockholder agrees not to take any actions contrary to their obligations under this Agreement and, after receiving proper notice of any meeting of the Company’s stockholders relating to such transaction, to be present, in person or by proxy, as holders of shares of capital stock of the Company, at all such meetings, or adjournments thereof, such that all shares of capital stock then held by such holder may be counted for the purposes of determining the presence of a quorum at such meetings and to return any written consent relating to such transaction within two (...
Drag Along. (a) If a Majority Sponsor (the Initiating Majority Sponsor) proposes to Sell any Shares (other than pursuant to an Affiliate Transfer), then such Majority Sponsor shall require its respective Drag-Along Parties to Sell, at the same economic terms and conditions that apply to the Sale by such Majority Sponsor, a number of their Shares equal to the product of (i) the total number of Shares held by such Drag-Along Party (or, in the case of the GS Syndicatees only, the relevant Majority Sponsor’s Aggregation Pro Rata Share of the total number of Shares held by the GS Syndicatees) multiplied by (ii) a fraction, the numerator of which is the number of Shares that the Majority Sponsor proposes to Sell and the denominator of which is the total number of Shares held by such Majority Sponsor.
(b) With respect to any Sale of Shares pursuant to Section 3.2(a), the Initiating Majority Sponsor shall deliver a written notice (a Drag-Along Notice) to each of its respective Drag-Along Parties no later than 2 Business Days prior to the consummation of the proposed Sale, setting forth the name and address of the purchaser (other than in the event of a Public Sale), the number of Shares to be Sold by each of the Majority Sponsor and the Drag-Along Party, the amount and form of the consideration, and all other material terms and conditions offered by the purchaser (other than in the event of a Public Sale). Upon delivery of a Drag-Along Notice, the relevant Drag-Along Party shall be required to Sell that number of Shares required to be Sold by it pursuant to Section 3.2(a), subject to the consummation of the proposed Sale at the same price and on the same terms and conditions as set forth in the Drag-Along Notice. Each relevant Drag-Along Party shall (i) take all such actions in such manner as may be necessary and appropriate to ensure that the Sale is consummated and (ii) shall bear its proportionate share of all Third Party transaction fees and expenses in connection with such Sale.
(c) No Syndicatee shall Sell any Shares (other than a Sale pursuant Article 3.3, 4.1 or 4.2 of this Agreement or an Affiliate Transfer) except in accordance with the provisions of this Section 3.2. A Majority Sponsor may agree with any of its Drag-Along Parties that the number of Shares to be Sold by that Drag-Along Party shall be increased or decreased provided the number of Shares to be Sold by the Majority Sponsor is also adjusted so that the total aggregate number of Shares to be Sold by the ...
Drag Along. (a) If one or more Class A Members elect to Transfer to any Person or Persons in a bona fide arms’-length transaction or series of related transactions more than 50% of the total Class A Membership Interest, pursuant to which each Class A Member receives the consideration in accordance with Section 13.9(d) (a “Sale Event”), then, upon ten (10) Business Days written notice from such Class A Members to the Class B Members, which notice shall include reasonable details of the proposed Transfer, including the proposed time and place of closing, the consideration to be received and the percentage of the Class A Membership Interest to be Transferred (the “Sale Request”), each Class B Member shall be obligated to, and shall (i) Transfer and deliver, or cause to be Transferred and delivered, to such Person the same percentage of the Class B Membership Interest held by such Class B Member as the percentage of the Class A Membership Interest such Class A Members are Transferring in the same transaction at the closing thereof (and will deliver certificates for all of such Class B Membership Interest, if any and as applicable, at the closing, free and clear of all Claims and Encumbrances, together with unit powers duly endorsed); (ii) execute, deliver and agree to be bound by the terms of any agreement for the Transfer of such Class B Membership Interest and any other agreement, instrument or certificates necessary to effectuate such Transfer; provided, however, that, the terms and conditions agreed to by the Class B Members shall be substantially the same as the terms and conditions agreed to by such Class A Members.
(b) The provisions of Section 13.9(a) shall not apply to any other Permitted Transfer.
(c) If the Sale Event has not occurred within 90 Days of the date of the Sale Request, the provisions of Section 13.9(a) applicable to such Sale Event shall, if such Sale Event is thereafter sought to be completed, be reapplied to such Sale Event.
(d) If a Sale Event occurs, the Class A Members may exercise their right under Section 13.9(a) only if the consideration to be received in respect of the Class B Membership Interest to be sold to the prospective Transferee shall be determined based upon (i) the deemed value of the Company implied by the price to be paid by the prospective Transferee for the Sharing Percentage attributable to the Class A Membership Interest and (ii) the resulting relative value of the Sharing Percentage attributable to the Class B Membership I...
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. 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. (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 Demand” means that if the Selling Member agrees to effect a Drag-Along Sale (in any single or series of related transactions) to a non- affiliated Third Party (the “Drag-Along Buyer”), the Selling Member may at any time, pursuant to a Transfer or otherwise (a “Drag-Along Transfer”), exercise drag-along rights in accordance with the terms, conditions and procedures set forth herein.
Drag Along. (a) Definitions in this Section are as set out in the shareholders’ agreement amongst the Company and certain of its shareholders dated April 14, 2020, as amended from time to time.
(b) If:
(i) Shareholders of the Company (the “Selling Shareholders”), holding not less than 75% of the Equity Securities (calculated on a Fully Diluted Basis) that are subject to the SHA, approve the Transfer to a Person or Persons acting jointly or in concert (a “Drag Along Purchaser”) of all of their Equity Securities, including their Shares and/or Awards; and
(ii) the Drag Along Purchaser offers to acquire the Award(s) of Award Holders on equivalent terms and conditions as those agreed to by the Selling Shareholders; (the “Drag Along Offer”), then the Award Holder must Transfer this Award to the Drag Along Purchaser in accordance with the terms and conditions of the Drag Along Offer. Notwithstanding the foregoing: (A) if the Transfer of the Equity Securities of the Selling Shareholders and the Other Securityholders to the Drag Along Purchaser pursuant to the Drag Along Offer will result in a change of control, the accelerated vesting provision in Article 13.10 will be deemed to have occurred immediately prior to the change of control; and (B) the Selling Shareholders will provide the Award Holder with at least fifteen (15) days’ notice prior to the Transfer requirement being effective, in order that the Award Holder may exercise any vested portion of this Award (including the amount that would vest through accelerated vesting) prior to the requirement to Transfer this Award.
Drag Along. A Management Stockholder may Transfer such Management Stockholder’s Shares to the extent required pursuant to Section 4(b) below.
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.
