Drag-Along Agreement. The Drag-Along Agreement, not as part of this Agreement, is to be presented separately to all Series A Convertible Preferred Investors.
Drag-Along Agreement. The Drag-Along Agreement substantially in the form attached hereto as Exhibit C shall have been executed and delivered by the parties thereto.
Drag-Along Agreement. In accordance with Section 9 of the Drag-Along Agreement, the parties hereto consent to an amendment of the Drag-Along Agreement to add each Noteholder as a party thereto. By executing the Adoption Agreement each Noteholder shall be added as a party to and shall be bound by the terms and conditions of the Drag-Along Agreement and for all purposes shall be deemed to be a “Holder” thereunder, it being understood and agreed that, upon signing the Adoption Agreement, each Noteholder shall be entitled to all the benefits of the Drag-Along Agreement and shall be bound by all the obligations of the Drag-AlongAgreement, as if it were an original party thereto. The list of Investors attached as Schedule A to the Drag-Along Agreement shall be amended to reflect the names of the Noteholders.
Drag-Along Agreement. If the share holders (the “Drag-Along Shareholders”) of (1) a majority (67% or more) of Series A Preferred Shares or (2) a majority (67% or more) of all Shareholders including Common and Preferred Shares, approve a Transfer of all Shares held by them to a purchaser, or approve a proposed Trade Sale (each, a “Drag-Along Sale”), then, in any such event, upon written notice from such holders of Series A Preferred Shares requesting them to do so, each of the other shareholders of the Company (the “Dragged Shareholders”) shall (i) vote, or give its written consent with respect to, all the Shares held by them in favor of such proposed Drag-Along Sale and in opposition of any proposal that could reasonably be expected to delay or impair the consummation of any such proposed Drag-Along Sale; (ii) transfer all of their Shares in such Drag-Along Sale to such purchaser; (iii) refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to or in connection with such proposed Drag-Along Sale; and (iv) take all actions reasonably necessary to consummate the proposed Drag-Along Sale, including without limitation amending the then existing Amended M&AA. The drag-along rights as provided in this Section 6 shall not be exercised unless the proposed amount of consideration to be paid by the purchaser(s) is not less than US$80,000,000, the Drag- Along Shareholders shall still be entitled to exercise such drag-along rights pursuant to the provisions hereunder. Notwithstanding any provision to the contrary, the share transfer restrictions of Section 5 of this Agreement shall not apply to any transfers made pursuant to this Section 6.
(i) Representation and Undertaking Any such sale or disposition by the Dragged Shareholders shall be on the terms and conditions as the proposed Drag-Along Sale by the Drag-Along Shareholders. Such Dragged Shareholders shall be required to make customary and usual representations and warranties in connection with the Drag-Along Sale, including, without limitation, as to their ownership and authority to sell, free of all liens, claims and encumbrances of any kind, the shares proposed to be transferred or sold by such persons or entities; and any violation or breach of or default under (with or without the giving of notice or the lapse of time or both) any law or regulation applicable to such Dragged Shareholders or any material contract to which such Dragged Shareholders is a party or by which t...
Drag-Along Agreement. In the event that the Board of Directors of the Company has approved and the Holders holding a majority of Registrable Securities (collectively, the "Proposing Stockholders") request in writing that the Company effect (i) any merger, liquidation, dissolution or sale of all or a portion of the Company's capital stock or assets or (ii) a sale of shares of capital stock of the Company then held by the Proposing Stockholders and any other participating Investors to any third party in a transaction in which the stockholders of the Company shall own less than 50% of the voting securities of the acquiring or surviving corporation (each such transaction an "Exit Transaction"), each Common Holder, Series A Holder, Series B Holder, Series C Holder and Series D Holder agrees that it shall (a) vote any and all shares of capital stock of the Company having the right to vote held by it, or as to which it has voting power, in favor of the consummation of the Exit Transaction proposed by the Proposing Stockholders, at any meeting of stockholders of the Company at which such transactions are considered, or in any written consent of stockholders of the Company relating thereto, (b) if applicable, tender all shares of capital stock of the Company held by it, or as to which it has power of disposition, which are the subject of such proposed Exit Transaction in accordance with the terms of the proposed Exit Transaction, (c) if applicable, waive any dissenters' rights, preemptive rights or appraisal rights, as the case may be, and (d) take all other actions reasonably required in order to effectuate fully the Exit Transaction proposed by the Proposing Stockholders.
Drag-Along Agreement. (a) If shareholder(s) owning a majority of the common stock of Company (the “Majority Shareholder”) desire(s) to sell, transfer or otherwise dispose of all of the shares of Company to a third person or entity (the “Buyer”) for valuable consideration, the Majority Shareholder will have the option to compel the holder of the Shares (“Seller”) to sell, transfer, or otherwise dispose of all of the Seller’s Shares based upon the same terms and conditions. The Seller will receive for each of the Shares so sold the same consideration that the Majority Shareholder receives for each share of the same class and series sold by the Majority Shareholder. The Majority Shareholder may elect to compel the Seller to so sell, transfer, or otherwise dispose of Shares, by giving the Seller a written notice (the “Drag Along Notice”) at least fifteen (15) days prior to the closing of the sale or transfer. The Drag Along Notice must set forth the terms and conditions of the proposed sale or transfer, the consideration to be paid, and the name and address of each prospective Buyer.
(b) Upon receipt of the Drag Along Notice, the Seller will deliver to the Majority Shareholder, one or more certificates representing the Shares properly endorsed for transfer at or prior to the closing of the sale or transfer. The Majority Shareholder will transfer the certificates to the prospective Buyer in consummation of the sale of the Shares pursuant to the terms and conditions specified in the Drag Along Notice, and the Majority Shareholder will concurrently therewith remit to the Seller that portion of the sale proceeds to which the Seller is entitled by reason of his participation in such sale.
Drag-Along Agreement. The Company and each of the stockholders of the Company other than ICF that holds greater than 1% of the outstanding Company Common Stock as of immediately prior to the Closing and is not selling all of its shares of Company Common Stock under this Agreement shall have executed and delivered to the Purchaser the Drag-Along Agreement in substantially the form of EXHIBIT I hereto (the “Drag-Along Agreement”), and the Drag-Along Agreement shall be in full force and effect as of the Closing and shall not have been amended or modified as of the Closing.
Drag-Along Agreement. In the event that the board of directors of the Company submits a proposal for approval by the stockholders of the Company, which if approved by the required vote of stockholders under the Company's Certificate of Incorporation, as then amended and restated, and the applicable law would authorize the board of directors to effect a merger or consolidation of the Company with or into another entity or a sale of all or substantially all of the Company's assets, all parties to this Agreement agree that they will vote in favor of such transaction and will not exercise any rights which would otherwise accrue to dissenting stockholders upon the effectiveness of such transaction if the holders of 75% of the outstanding voting stock of the Company of each class or series entitled to vote on such transaction approve such transaction. This Section 4 shall terminate on the effective date of the registration statement filed by the Company with the SEC in connection with the Company's initial registered public offering.
Drag-Along Agreement. Princeton Security will take steps to assure that the existing shareholders of Princeton Security ("PS Shareholders") enter into an Agreement with the majority shareholder of Princeton Gamma ("Xxxx") pursuant to which the PS Shareholders will agree that if Xxxx proposes to sell all of Xxxx'x shares in Princeton Security to a third party in an arms-length, fair market value transaction in which the consideration to be received for such shares consists of cash and/or marketable securities, then Xxxx may require the PS Shareholders to sell all of the Princeton Security shares owned by them to the third party for the same consideration per share and otherwise on the same terms and conditions upon which Xxxx is selling its Princeton Security shares. Upon Princeton Security becoming listed on a public market or exchange, the agreement with Xxxx shall be void and the PS Shareholders shall be under no further obligation to sell their shares in a transaction with Xxxx.
Drag-Along Agreement
