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.
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. In the event of a sale of a majority of the shares of EFX Brasil to a bona fide unaffiliated third party, EFX Brasil Parent (as defined below) shall have drag-along rights allowing EFX Brasil Parent to force all minority shareholders to sell their shares on a pro rata basis, up to all of such shares held by minority shareholders (and each of the minority shareholders shall have the right to force EFX Brasil Parent to drag all of the shares held by minority shareholders), at the same price and on the same terms and conditions as agreed by EFX Brasil Parent; provided, however, that: (a) the minority shareholders shall not be required to provide representations other than fundamental representations with respect to itself, nor assume any indemnification obligations with respect to EFX Brasil, the Company or their businesses nor be subject to any hold-backs, escrow or other similar arrangements to secure such indemnification obligations; and (b) if the consideration offered by the buyer is anything other than cash or cash equivalents, at the request of the relevant minority shareholder, EFX Brasil Parent shall ensure that the minority shareholder receives cash or cash equivalents equal in value to the consideration offered by the buyer. If, within 60 days following the closing of the drag-along sale, the minority shareholders (by majority vote) conclude that the price received in such drag-along sale was less than fair market value and provides written notice of the same to EFX Brasil Parent, such minority shareholders will be entitled to challenge such price received and, if it is determined that such price was less than Fair Market Value, will be entitled to receive from EFX Brasil Parent the difference between the amount paid in the transaction and such Fair Market Value. The minority shareholders shall have tag-along rights allowing them to participate on a pro rata basis (or, at the discretion of the minority shareholders, in respect of all shares held by them) in any sale of a majority of the shares of EFX Brasil by EFX Brasil Parent to a third party. In any event, unless all of the shares of EFX Brasil are sold, the sale by EFX Brasil Parent of shares of EFX Brasil to any third party, including pursuant to a corporate restructuring, shall not affect the rights of the minority shareholders provided in the bylaws.
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. If the Xxxxxxx Entities elect to sell a majority of their aggregate Interests to any Person or group of Persons acting in concert (including one or more Members) in a bona fide transaction or series of related transactions for valid consideration, the Xxxxxxx Entities will give Notice of such sale (the “Sale Notice”) to all Members not participating in the sale (collectively, the “Nonselling Members”) not less than 30 days prior to the closing of such sale and, in connection with such sale: (a) the Xxxxxxx Entities will have the option (the “Drag-Along Option”) to compel the Nonselling Members to sell all of their Interests in such sale at the same price and on the same terms and conditions as the Xxxxxxx Entities, which Drag-Along Option will be exercised by stating the intention to exercise the Drag-Along Option in the Sale Notice, and if not so stated in the Sale Notice, the Drag-Along Option will be deemed to have been waived; and (b) each Nonselling Member will have the option (the “Tag-Along Option”) to compel the Xxxxxxx Entities to include all of such Nonselling Member’s Interest in the sale at the same price and on the same terms and conditions as the Xxxxxxx Entities, which Tag-Along Option will be exercised by stating the intention to exercise the Tag-Along Option in a Notice given by such Nonselling Member to the Xxxxxxx Entities within 15 days following the giving of the Sale Notice.
Drag-Along and Tag-Along Rights. (a) If at any time after the date hereof, a Majority Interest of the Class A Common Limited Partners and Class B Common Limited Partners, taken together (the “Transferring Partners”), determine to transfer, directly or indirectly, all of their respective Common Limited Partner Interests in one transaction or a series of related transactions permitted by the provisions of this ARTICLE 16 (an “Article 16 Sale”) and the Class A Common Limited Partners other than the Transferring Partners have not elected to exercise their right of first refusal pursuant to Section 16.7, then, in such event, (i) the Partnership shall have the right (the “Drag-Along Right”), in the Sole Discretion of the General Partner, to require the other Common Limited Partners, the Series B Preferred Limited Partners and the Management Restricted Common Limited Partners to sell all (but not less than all) of their outstanding Limited Partner Interests as part of such transaction or transactions, and (ii) if the Partnership elects not to exercise its Drag-Along Right and such Article 16 Sale is not a Transfer by such Transferring Partners solely to Affiliates of such Transferring Partners, then the other Class A and Class B Limited Partners shall have the right (the “Tag-Along Right”), in their sole and absolute discretion, to sell all (but not less than all) of their outstanding Class A Common Limited Partner interest or Class B Limited Partner Interest, as the case may be, as part of such transaction or transactions. In the event of an Article 16 Sale, the total consideration received in the Article 16 Sale by all Partners selling Partnership Interests and receiving consideration shall be allocated among the selling Partners as if such consideration constituted Distributable Assets and had been distributed pursuant to Section 17.2.
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. 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. 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. 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:
