Drag-Along Notice. Prior to making any Drag-Along Sale, if Parent elects to exercise the option described in this Section 2(b), Parent shall provide the Holder with written notice (the “Drag-Along Notice”) not more than sixty (60) nor less than twenty (20) days prior to the proposed date of the Drag Along Sale (the “Drag-Along Sale Date”). The Drag-Along Notice shall set forth: (i) the name and address of the Third Party; (ii) the proposed amount and form of consideration to be paid per share and the terms and conditions of payment offered by the Third Party; (iii) the aggregate number of shares of Common Stock held by Parent as of the date that the Drag-Along Notice is first delivered, mailed or sent by courier, telex or telecopy to the Holder; (iv) the sale percentage; (v) the Drag-Along Sale Date and (vi) confirmation that the proposed Third Party has agreed to purchase the Management Investor’s shares of Common Stock in accordance with the terms hereof.
Drag-Along Notice. Prior to making any Drag-Along Sale in which the Drag-Along Shareholders wish to exercise their rights under this Section 5, the Drag-Along Shareholders shall provide the Company and the Dragged Shareholders with written notice (the “Drag-Along Notice”) not less than thirty (30) days prior to the proposed date of closing of the Drag-Along Sale (the “Drag-Along Sale Date”). The Drag-Along Notice shall set forth: (a) the name and address of the purchasers; (b) the proposed amount and form of consideration to be paid, and the terms and conditions of payment offered by each of the purchasers; (c) the Drag-Along Sale Date; (d) the number of shares held of record by the Drag-Along Shareholders on the date of the Drag-Along Notice which form the subject to be transferred, sold or otherwise disposed of by the Drag-Along Shareholders; and (e) the number of Shares of the Dragged Shareholders to be included in the Drag-Along Sale, as applicable. In the event that the Drag-Along Sale Date does not occur within ninety (90) days after the date of the Drag-Along Notice, the shareholders of the Company shall have no obligations to sell their Shares unless they receive a new Drag-Along Notice or otherwise agree with the purchaser(s) in writing.
Drag-Along Notice. If CMH, on the one hand, or CDR Jaguar Investor Company, LLC (the “CD&R Investor”), on the other hand, together with its respective Permitted Transferees and their respective Equity Purchase Assignees, intends to effect a sale of 90% or more of the shares of Common Stock held by it, its Permitted Transferees and their respective Equity Purchase Assignees (such a transferor or transferors of 90% or more of its or their shares of Common Stock, a “Drag-Along Transferor”) to a Third Party Buyer and such Drag-Along Transferor concurrently elects to exercise its drag-along rights with respect to a Drag Transaction with such Third Party Buyer under Section 3.5 of the Stockholders Agreement, the Drag-Along Transferor may exercise its rights under this Section 5.2 by delivering written notice (a “Drag-Along Notice”) to the Holder, which notice shall (a) state (i) that the Drag-Along Transferor wishes to exercise its rights under this Section 5.2 with respect to such sale, (ii) the name and address of the Third Party Buyer, (iii) the per share amount and form of consideration the Drag-Along Transferor proposes to receive for its shares of Common Stock (the “Drag-Along Price”) and (iv) the terms and conditions of payment of such consideration and all other material terms and conditions of such sale, (b) contain an offer (the “Drag-Along Offer”) to the Holder by the Third Party Buyer to purchase the portion of the Warrant representing a percentage of Warrant Shares equal to the percentage (the “Applicable Percentage”) of the shares of Common Stock owned by the Drag-Along Transferor that are to be sold to the Third Party Buyer (the “Applicable Portion”) at the same price (less, in the case of the Holder, the Exercise Price) and on and subject to the same terms and conditions offered to the Drag-Along Transferor and subject to Sections 5.2(b) and (c), and (c) state the anticipated time and place of the closing of the purchase and sale of the Applicable Portion of the Warrant (a “Drag-Along Closing”).
Drag-Along Notice. Prior to making any Approved Sale in which the Drag-Along Holder wishes to exercise its right under this Section 5 of Schedule 1, the Drag-Along Holder shall provide the Company and the Dragged Holders with written notice (the “Drag-Along Notice”) at least thirty (30) days prior to the proposed closing date of the Approved Sale (the “Approved Sale Date”). The Drag-Along Notice shall set forth (i) the name and address of the Potential Purchaser; (ii) the proposed amount and form of consideration to be paid, and the terms and conditions of payment offered by the Potential Purchaser; (iii) the Approved Sale Date; (iv) the number of units of the Registered Capital held of record by the Drag-Along Holder on the date of the Drag-Along Notice which form the subject to be transferred, sold or otherwise dispose of by the Drag-Along Holder; and (v) the number of units of the Registered Capital held of record by the Dragged Holders to be included in the Approved Sale.
Drag-Along Notice. If any of the Investors (whether acting alone or jointly with one or more of the other Investors) intends to sell or otherwise Transfer, or enter into an agreement to sell or otherwise Transfer, for cash or other consideration (including, without limitation, by way of stock sale, merger, consolidation or otherwise), more than 50.01% of the Common Stock collectively owned by the Investors as of the Effective Date to a Third-Party Buyer and the applicable Investor(s) elects to exercise its rights under this Section 7, the Company shall deliver written notice (a “Drag-Along Notice”) to the Employee, which notice shall state (i) that the Investor(s) wishes to exercise its rights under this Section 7 with respect to such sale, (ii) the name and address of the Third-Party Buyer, (iii) the per share amount and form of consideration the applicable Investor(s) proposes to receive for its Common Stock, (iv) the material terms and conditions of payment of such consideration and all other material terms and conditions of such sale, and (v) the anticipated time and place of the closing of the purchase and sale (a “Drag-Along Closing”).
Drag-Along Notice. If any of the Investors (whether acting alone or jointly with one or more of the other Investors) intends to sell or otherwise Transfer, or enter into an agreement to sell or otherwise Transfer, for cash or other consideration, more than 30% of the Common Shares collectively owned by the Investors as of the Closing Date to a Third-Party Buyer and the applicable Investor(s) elects to exercise its rights under this Section 9, the Company shall deliver written notice (a “Drag-Along Notice”) to the Employee, which notice shall state (i) that the Investor(s) wishes to exercise its rights under this Section 9 with respect to such sale, (ii) the name and address of the Third-Party Buyer, (iii) the per share amount and form of consideration the applicable Investor(s) proposes to receive for its Common Shares, (iv) the material terms and conditions of payment of such consideration and all other material terms and conditions of such sale, and (v) the anticipated time and place of the closing of the purchase and sale (a “Drag-Along Closing”).
Drag-Along Notice. A notice regarding any Drag-Along Sale (a "DRAG-ALONG NOTICE") shall be delivered within two Business Days following approval of any Drag-Along Sale by Newco or the PCA Holders to each Stockholder. The Drag-Along Notice shall include a copy of a bona fide offer from the intended buyer, which shall set forth the principal terms of the Drag-Along Sale, including the name and address of the intended buyer.
Drag-Along Notice. The Dragging Stockholder shall exercise its rights pursuant to this Section 3.04 by delivering a written notice (the “Drag-along Notice”) to the Company and each Drag-along Stockholder no more than ten (10) Business Days after the execution and delivery by all of the parties thereto of the definitive agreement entered into with respect to the Drag-along Sale and, in any event, no later than ten (10) Business Days prior to the closing date of such Drag-along Sale. The Drag-along Notice shall make reference to the Dragging Stockholders’ rights and obligations hereunder and shall describe in reasonable detail:
Drag-Along Notice. The Selling Partners shall give the Holder at least twenty day’s prior written notice (the “Drag-Along Notice”) of (i) the time and place designated for the closing of any Drag-Along Transaction and (ii) the number of Subject Units the Holder shall be required to Transfer at the closing of such Drag-Along Transaction.
Drag-Along Notice. If CD&R Fund intends to effect a sale of 51% or more of its shares of Common Stock of the Company to a third party (a "Third Party Buyer") and CD&R Fund elects to exercise its rights under this Section 6, CD&R Fund shall deliver written notice (a "Drag-Along Notice") to the Purchaser, which notice shall (a) state (i) that CD&R Fund wishes to exercise its rights under this Section 6 with respect to such sale, (ii) the name and address of the Third Party Buyer, (iii) the per share amount and form of consideration CD&R Fund proposes to receive for its shares of Common Stock of the Company and (iv) the terms and conditions of payment of such consideration and all other material terms and conditions of such sale, (b) contain an offer (the "Drag-Along Offer") by the Third Party Buyer to purchase from the Purchaser a percentage of the Purchaser's Shares equal to the percentage of the shares of Common Stock of the Company owned by CD&R Fund that are to be sold to the Third Party Buyer (such percentage, the "Applicable Percentage") on and subject to the same terms and conditions offered to CD&R Fund and (c) state the anticipated time and place of the closing of the purchase and sale of the Applicable Percentage of the Shares (a "Section 6 Closing"), which (subject to such terms and conditions) shall occur not fewer than five (5) days nor more than ninety (90) days after the date such Drag-Along Notice is delivered, provided that if such Section 6 Closing shall not occur prior to the expiration of such 90-day period, CD&R Fund shall be entitled to deliver additional Drag-Along Notices with respect to such Drag-Along Offer.
