Drag Along and Tag Along Rights. (a) If the Purchaser elects to sell (either in a single or a series of related transactions) shares representing 25% or more of the Purchaser Shares (such Purchaser Shares desired to be so Transferred, the “Transferor Shares”)) to an unaffiliated third party (a “Drag-Tag Buyer”), then, at least 30 days prior to the date upon which the Purchaser intends to consummate such Transfer, the Purchaser shall give written notice thereof which notice shall set forth the consideration to be paid by the Drag-Tag Buyer, and the other material terms and conditions of such transaction (such notice, the “Transferor Notice”) to each Seller, and such notice may also include notice to the Sellers that the Purchaser desires (the “Drag-Along Right”) that each such Seller Transfer in the transaction the percentage of his, her or its Seller Shares equal to the percentage of the Transferor Shares being Transferred in the transaction compared to all of Purchaser Shares owned by the Purchaser at that time (the “Ratable Percentage Shares”) and on the same terms and conditions, including price, upon which the Purchaser is Transferring the Transferor Shares. The Sellers shall, subject to the provisions of this Section 2.06, consent to and raise no objections against such Transfer by the Purchaser and, if requested to do so by the Purchaser in the Transferor Notice, Transfer their respective Ratable Percentage Shares, subject to the provisions of this Section 2.06, on the same terms and conditions upon which the Purchaser is Transferring the Transferor Shares.
(b) If the Purchaser proposes to sell Transferor Shares pursuant to any transaction or series of related transactions as to which the Purchaser would be entitled to exercise the Drag-Along Right but the Purchaser does not so elect to exercise the Drag-Along Right, then, as a condition to such Transfer, each Seller shall have the right (the “Tag-Along Right”) to sell to the Drag-Tag Buyer, at such Seller’s option, such Seller’s Ratable Percentage Shares (as calculated in the same manner as set forth in Section 2.06(a)), on the same terms and conditions and at the same price as are applicable to the Transferor Shares. In the event that the Tag-Along Right applies with respect to a proposed Transfer of Transferor Shares, then (i) the Purchaser shall provide notice thereof in the Transferor Notice and (ii) each Seller shall have 30 days following receipt of the Transferor Notice to elect to sell all or a portion of such Seller’s Rata...
Drag Along and Tag Along Rights. If the Class A Members propose to Transfer all or a portion of their Class A Membership Interests such that, following such Transfer, the Class A Members, together with their Affiliates and family members, would beneficially own less than 50% of the outstanding Class A Membership Interests (an “Eligible Transfer”), then the Class A Members shall have the right (a “Drag Right”) to require that the Class B Member join in such sale by selling a pro rata portion of such Class B Member’s Class B Membership Interest at the same time; provided that if the Class A Members elect not to exercise their Drag Right, the Class A Members must allow the Class B Member to elect to participate (a “Tag Right”) in such sale by selling a pro rata portion of such Class B Member’s Class B Membership Interest at the same time. The Class B Member shall provide written notice (a “Transfer Notice”) to the Class B Member not less than 30 days prior to the proposed closing of any Eligible Transfer, which Transfer Notice shall state either (a) that the Class A Members are exercising their Drag Right or (b) that the Class A Members are not exercising their Drag Right, but that the Class B Member may exercise his Tag Right. To exercise his Tag Right, the Class B Member must provide written notice to the Class A Members at the address specified in the Transfer Notice within 10 days of the Class B Member’s receipt of such Transfer Notice. The Class B Member shall forfeit his Tag Right upon failure to provide timely notice in the manner set forth in the immediately preceding sentence. Upon exercise by the Class A Members of their Drag Right or by the Class B Member of his Tag Right, in connection with an Eligible Transfer, the terms and conditions of the sale of the Class B Membership Interest shall be no less favorable to the Class B Member as those of the sale of the Class A Interests by the Class A Members; provided that the consideration to be received by the Class B Member in respect of the Class B Interest, or portion thereof, sold shall be in the same form as received by the Class A Members, whether cash or other property, but in the amount specified in Section 5.1(b)(ii); and provided, further, (x) all representations, warranties, covenants and indemnities provided by the Class B Member, if any, shall be several and not joint with the Class A Members, (y) the Class B Member shall not be liable for the breach of any representation, warranty or covenant by a Class A Member and (z) the...
Drag Along and Tag Along Rights. 3.1 NOTICE OF SALE In the event any Investor has received a bona fide third-party offer for the transfer of two-thirds or more of the outstanding shares of capital stock of the Company that it intends to accept for which the consideration to be received by the Investor is cash or substantially all cash (a "Qualified Offer"), such Investor shall promptly deliver to the Company, the Employees and the other Investor written notice of the sale ("Notice of Sale") and the basic terms and conditions thereof, including the identity of the proposed purchaser.
Drag Along and Tag Along Rights. LMI will be subject to drag along rights in the event the Founders and their Permitted Transferees sell at least a majority of the Class B Stock beneficially owned by them in a transaction with an unaffiliated third party provided that they have first complied with paragraph 2 of this Exhibit. In such event, LMI may elect that either its proportionate number of shares or all of its shares will be subject to the drag along right, provided that if in such transaction Gene Xxxxxxxxx xxd G. Sxxxxxxxx Xxldings, LLP sell all of the shares of Class B Stock beneficially owned by them (without regard to beneficial ownership arising solely as a result of the Stockholder Agreement or Standstill Agreement) and those shares represent at least 40% of the shares beneficially owned by Gene Xxxxxxxxx xxx G. Sxxxxxxxx Xxxdings, LLP in the aggregate at the time of the signing of the Stockholders Agreement, all of LMI's shares will be subject to the drag along right. LMI will be entitled to tag along rights upon any sale by Founders of at least a majority of their Class B Stock. Founders will have tag along rights upon a sale by LMI of at least a majority of its Class B Stock. LMI may require that any transaction with respect to which the Founders exercise their drag along rights be structured as a transaction in which all holders of Class B Stock are treated equally and that is a tax-free transaction for LMI and Liberty. The provisions of this paragraph will not apply to transfers to Permitted Transferees as set forth in paragraph 3 above.
Drag Along and Tag Along Rights. 14.1 If at any time after expiration of the three (3) year period starting on the date hereof any Shareholder receives a bona fide at arm’s length offer from a third party (not affiliated with any Investor) to purchase 100% of the issued and outstanding Shares, and that Shareholder would be willing to tender its Shares and accept the offer, it shall give notice thereof to the other Shareholders. The notice shall state all terms and conditions of the offer whereupon all Shareholders shall be required, within fifteen (15) days of such notice, at their discretion:
(a) to offer all Shares held by them to such third party on the terms and conditions stated in the notice referred to above and to cooperate to the subsequent transfer of their Shares; or
(b) to make a matching offer for all of the Shares to the other Shareholders or otherwise to enable those Shareholders who are willing to accept the offer to sell their Shares at terms and conditions which are the same as those of the third party offer, provided that:
(i) completion of such acquisition and the payment of the purchase price can be accomplished within 3 months from the date of the original notice; failing which
(ii) the Shareholders shall cooperate, if so required by the Shareholder that made the notice, to offer the Shares to the original third party offeror; provided that any Investor shall not be bound to offers its Shares under this clause 14.1 if the net cash proceeds received by CF based on the total investments made by CF in respect of the Company do not result in an IRR of at least 30%.
14.2 Shareholders may, at their discretion, decide which form the consideration for the sale of the Shares shall have and the terms of the payment thereof, provided that, in case of a non-cash consideration, such consideration is, in their opinion, sufficiently liquid.
14.3 If at any time a Shareholder receives a bona fide at arm’s length offer from a third party (not affiliated with any Investor) for some but not all of the Shares and wishes to sell his Shares to that third party who has indicated, such Shareholder may do so subject to each of the following conditions having been satisfied:
(a) the Shareholder shall notify as soon as practically possible the other Shareholders of the offer received, including all details thereof relevant for the other Shareholders to assess whether they wish to sell their Shares;
(b) together with the notification provided for in paragraph (a), the Shareholder must offer his ...
Drag Along and Tag Along Rights. In connection with any proposed sale or transfer of shares of Common Stock by the Purchaser, if the Shareholders do not exercise their right of first refusal with respect to such sale, the Purchaser shall have "drag-along" rights with respect to the Shareholders' shares and the Shareholders shall have "tag-along" rights with respect to the Purchaser's shares.
Drag Along and Tag Along Rights. In the event the Company agrees to sell all or a portion of the Company’s Joint Interests in an area or play (a “Sale Transaction’), the Company may also include the Founder Affiliates’ Joint Interests in the sale (the “Drag Right”) and, if the Company does not elect to include the Founder Affiliates’ Joint Interests in the sale by exercising the Drag Right, any of the Founder Affiliates may include the applicable Founder Affiliates’ Joint Interests included in such sale (the “Tag Right”). The Company will use all commercially reasonable efforts to provide the Founder Affiliates with written notice at least 30 days prior to any proposed closing date of a pending Sale Transaction specifying whether the Company has elected to exercise the Drag Right, the purchaser, the estimated purchase price, the property or properties expected to be sold and, as soon as available, the estimated allocation of the purchase price: (i) between the Company and the Founder Affiliates; and (ii) among the proved and unproved assets and furnish to the Founder Affiliates (a) at the time of giving such
Drag Along and Tag Along Rights. Xx. Xxxxxxxxxxx will have drag along and tag along rights with respect to the Option Shares as per the stockholders agreement in effect among the Company and its stockholders (the “Stockholders Agreement”), and, for purposes of clarity, Xx. Xxxxxxxxxxx shall be deemed a “Stockholder” as defined in the Stockholders Agreement. In addition, in the event of an initial public offering of the Company’s capital stock under the Securities Act of 1933, as amended, on or prior to August 13, 2012, Xx. Xxxxxxxxxxx will have the right, at his choosing, to sell, offer for sale, or otherwise dispose of all or any portion of the Option Shares in the registration statement covering the shares to be issued in such initial public offering. The Company agrees that it will not request, and the Company and Xxxxx Partners agree that they will waive and not enforce any requirement, that Xx. Xxxxxxxxxxx enter into a lockup or any similar agreement precluding Xx. Xxxxxxxxxxx from selling his Option Shares, including such provisions that are included in Section 14 of the Option Agreement and Section 3.3 of the Stockholders Agreement.
Drag Along and Tag Along Rights. 5.1. Exclusively after the end of the Regulated Transfer Period or the NET’s Exclusive Rights Period, as applicable, NET and Mr. Xxxxxxx shall have, each, tag along and drag along rights in transactions of purchase and sale of shares issued by BTVC, in accordance with the following terms and conditions.
Drag Along and Tag Along Rights
