Common use of Drag-Along Notice Clause in Contracts

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. Prior to making any Drag-Along Sale in which the Drag-Along Shareholders wish to exercise their rights under this Section 57, the Drag-Along Shareholders shall provide the Company and the Dragged Shareholders with written notice (the “Drag-Along Notice”) not less than thirty forty-five (3045) days prior to the proposed closing 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 purchaserspotential purchaser(s); (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 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. Prior to making any Drag-Along Sale in which the Drag-Along Shareholders wish to exercise their rights under this Section 57, 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: (ai) the name and address of the proposed purchasers; (bii) the proposed amount and form of consideration to be paid, and the terms and conditions of payment offered by each of the purchasers; (ciii) the Drag-Along Sale Date; (div) 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; (v) the nature and the structure of the Drag-Along Sale, and (evi) the number of Shares 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 writingif any).

Drag-Along Notice. Prior to making any Drag-Along Sale in which the Drag-Along Shareholders wish to exercise their rights under this Section 5Sale, the Drag-Along Shareholders Sellers shall promptly provide the Company and the Dragged Shareholders each Required Seller with written notice (the “Drag"DRAG-Along Notice”ALONG NOTICE") not less more than thirty (30) or less than fifteen (15) days prior to the proposed date of closing of the Drag-Along Sale (the “Drag"DRAG-Along Sale Date”ALONG SALE DATE"). The Drag-Along Notice shall set forth: (ai) the name and address of the purchasersThird Party; (bii) the name and address of each member of the Drag-Along Sellers; (iii) the proposed amount and form of consideration to be paid, paid per Share and the terms and conditions of payment offered by each the Third Party; (iv) the number of Shares held of record as of the purchasersclose of business on the date of the Drag-Along Sale Notice (the "DRAG-ALONG NOTICE DATE") by the Required Seller to whom the notice is sent (and in the case of a Drag-Along 100% Sale such total number of Shares held by the Required Seller shall be the number of Shares required to be sold by such Required Seller); (cv) the aggregate number of Shares held of record as of the Drag-Along Notice Date by the Drag-Along Sellers; (vi) in the case of a Drag-Along 50% Sale, the pro rata number of Shares to be sold by such Required Seller, which shall be in proportion to the portion of the relevant class or series of securities being sold by the Drag-Along Sellers, (vii) 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 (eviii) the number of Shares of the Dragged Shareholders to be included in the Drag-Along Sale, as applicable. In the event confirmation that the Drag-Along Sale Date does not occur within ninety (90) days after proposed Third Party has agreed to purchase the date of the Drag-Along Notice, the shareholders of the Company shall have no obligations to sell their Required Sellers' Shares unless they receive a new Drag-Along Notice or otherwise agree in accordance with the purchaser(s) in writingterms 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, 4.4 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: (ai) the name and address of the purchasers; (bii) the proposed amount and form of consideration to be paid, and the terms and conditions of payment offered by each of the purchasers; (ciii) the Drag-Along Sale Date; (div) 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 (ev) the number of Shares 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 Shareholders of the Company shall have no obligations to sell their Shares Equity Securities unless they receive a new Drag-Along Notice or otherwise agree with the purchaser(s) in writing.

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. Prior to making any Drag-Along Sale The rights set forth in which this Section 9.7 will be exercised by 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 Founder Member Group giving written notice (the “Drag-Along Notice”) not less than to the other Members, at least thirty (30) days Business Days prior to the proposed date of closing of on which the Drag-Along Sale (Founder Member Group expects to consummate the “Drag-Along Sale DateSale. In the event that the terms and/or conditions set forth in the Drag-Along Notice are thereafter amended in any material respect, such Drag-Along Founder Member Group will promptly give written notice (an “Amended Drag-Along Notice”)) of the amended terms and conditions of the proposed Transfer to each of the other Members. The Drag-Along Founder Member Group shall cause each Drag-Along Notice shall and Amended Drag-Along Notice to set forth: (ai) the name and address of the purchasers; Drag-Along Transferee, (bii) the proposed amount and form of consideration to be paid, and the terms and conditions of payment offered by each the Drag-Along Transferee and (iii) all other material terms of the purchasers; (c) proposed transaction, including the expected closing date of the transaction, and the Drag-Along Founder Member Group shall provide copies of the definitive documents and agreements relating to the Drag-Along Sale Date; (d) to the number other Members reasonably in advance of shares held the consummation of record by the such Drag-Along Shareholders on Sale; provided, that any such document or agreement to which the date of the Drag-Along Notice which form the subject other Members are not a party may be redacted to be transferredexclude provisions not directly relevant, 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 SaleFounder Member Group’s reasonable discretion, as applicable. In to 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 writingother Members.

Drag-Along Notice. Prior to making any Drag-Along Sale The rights set forth in which this Section 9.7 will be exercised by 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 Founder Member Group giving written notice (the “Drag-Along Notice”) not less than to the other Members at least thirty (30) days Business Days prior to the proposed date of closing of on which the Drag-Along Sale (Founder Member Group expects to consummate the “Drag-Along Sale DateSale. In the event that the terms and/or conditions set forth in the Drag-Along Notice are thereafter amended in any material respect, such Drag-Along Founder Member Group will promptly give written notice (an “Amended Drag-Along Notice”)) of the amended terms and conditions of the proposed Transfer to each of the other Members. The Drag-Along Founder Member Group shall cause each Drag-Along Notice shall and Amended Drag-Along Notice to set forth: (ai) the name and address of the purchasers; Drag-Along Transferee, (bii) the proposed amount and form of consideration to be paid, and the terms and conditions of payment offered by each the Drag-Along Transferee and (iii) all other material terms of the purchasers; (c) proposed transaction, including the expected closing date of the transaction, and the Drag-Along Founder Member Group shall provide copies of the definitive documents and agreements relating to the Drag-Along Sale Date; (d) to the number other Members reasonably in advance of shares held the consummation of record by the such Drag-Along Shareholders on Sale; provided, that any such document or agreement to which the date of the Drag-Along Notice which form the subject other Members are not a party may be redacted to be transferredexclude provisions not directly relevant, 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 SaleFounder Member Group’s reasonable discretion, as applicable. In to 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 writingother Members.

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-Drag- Along Sale (the “Drag-Along Sale Date”). The Drag-Along Notice shall set forth: (a) the name and address of the purchasers; purchaser(s), (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-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 shares of the Dragged Shareholders or description of substantially all of the assets of the Company 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. Prior to making any Drag-Along Sale in which the Drag-Along Shareholders wish to exercise their rights under this Section 5Sale, the Drag-Along Shareholders Sellers shall promptly provide the Company and the Dragged Shareholders each Required Seller with written notice (the “Drag-Along Notice”) not less more than thirty (30) or less than fifteen (15) 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: (ai) the name and address of the purchasersThird Party; (bii) the name and address of each member of the Drag-Along Sellers; (iii) the proposed amount and form of consideration to be paid, paid per Share and the terms and conditions of payment offered by each the Third Party; (iv) the number of Shares held of record as of the purchasersclose of business on the date of the Drag-Along Sale Notice (the “Drag-Along Notice Date”) by the Required Seller to whom the notice is sent; (cv) the aggregate number of Shares held of record as of the Drag-Along Notice Date by the Drag-Along Sellers; (vi) confirmation that the Drag-Along Sellers are selling all or substantially all of the aggregate number of Shares then held by them to the Third Party; (vii) 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 (eviii) the number of Shares of the Dragged Shareholders to be included in the Drag-Along Sale, as applicable. In the event confirmation that the Drag-Along Sale Date does not occur within ninety (90) days after proposed Third Party has agreed to purchase the date Required Sellers’ shares 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 Common Stock in accordance with the purchaser(s) in writingterms hereof.

Drag-Along Notice. Prior to making any Drag-Along Sale Transaction 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 closing date of closing of the Drag-Along Sale Transaction (the “Drag-Along Sale Transaction Date”). The Drag-Along Notice shall set forth: (a) the name and address of the purchasersPotential Purchaser; (b) the proposed amount and form of consideration to be paid, and the terms and conditions of payment offered by each of the purchasersPotential Purchaser; (c) the Drag-Along Sale Transaction Date; (d) the number of shares 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 writingTransaction.

Drag-Along Notice. Prior to making any Drag-Along Sale in which the Drag-Along Shareholders Holders wish to exercise their rights under this Section 5Articles 123 to 127, the Drag-Along Shareholders Holders shall provide the Board, 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: (ai) the name and address of the proposed purchasers; (bii) the proposed amount and form of consideration to be paid, and the terms and conditions of payment offered by each of the purchasers; (ciii) the Drag-Along Sale Date; (div) the number of shares held of record by the Drag-Along Shareholders Holders on the date of the Drag-Along Notice which form the subject to be transferred, sold or otherwise disposed of by the Drag-Along ShareholdersHolders; (v) the nature and the structure of the Drag-Along Sale, and (evi) the number of Shares 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 writingif any).

Drag-Along Notice. Prior to making any Drag-Along Sale in which the Drag-Along Shareholders Holders wish to exercise their rights under this Section 511, the Drag-Along Shareholders Holders shall provide the Board, 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: (ai) the name and address of the proposed purchasers; (bii) the proposed amount and form of consideration to be paid, and the terms and conditions of payment offered by each of the purchasers; (ciii) the Drag-Along Sale Date; (div) the number of shares held of record by the Drag-Along Shareholders Holders on the date of the Drag-Along Notice which form the subject to be transferred, sold or otherwise disposed of by the Drag-Along ShareholdersHolders; (v) the nature and the structure of the Drag-Along Sale, and (evi) the number of Shares 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 writingif any).

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 Sellers shall provide the Company and the Dragged Shareholders with send written notice (the “Drag-Along Notice”) not less than of the exercise of their rights pursuant to this Section 8.10 to each Dragged Member at least thirty (30) days prior to the proposed date of closing consummation of the Drag-Along Sale (the “Drag-Along Sale Date”)Sale. The Drag-Along Notice shall set forth: (a) forth the name and address of the purchasers; (b) the proposed amount and form of consideration to be paid, and the material 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 including (to the event that extent available) (i) the form and amount of consideration to be paid for the Units, (ii) the identity of the Drag-Along Purchaser, (iii) the proposed date and time of the closing of the Drag-Along Sale Date does not occur within ninety and (90iv) days after a copy of the date form of definitive agreement proposed to be executed in connection with the Drag-Along Sale. If the Drag-Along Sellers consummate the Drag-Along Sale to which reference is made in the Drag-Along Notice, each Dragged Member shall be bound and obligated to Transfer the shareholders applicable Drag-Along Portion of its Units (the Company shall have no obligations “Drag-Along Units”) in such Drag-Along Sale subject to sell their Shares unless they receive a new the terms and conditions set forth in this Section 8.10 and Section 8.11. Any Drag-Along Notice or otherwise agree with may be rescinded by the purchaser(s) in writingDrag-Along Sellers at any time prior to consummation of the Drag-Along Sale by Drag-Along Sellers delivering written notice thereof to each Dragged Member.

Drag-Along Notice. Prior (a) The Dragging Shareholders may exercise the Drag Along Option by giving a written notice to making any Drag-that effect (a "Drag Along Sale in Notice") to the Company, which the Drag-Company shall forthwith copy to the Called Shareholders, at any time before the transfer of the Sellers' Shares to the Drag Purchaser. A Drag Along Notice shall specify that: (i) the Called Shareholders wish are required to exercise transfer all their rights Shares (the "Called Shares") under this Section 5, clause 24; (ii) the Dragperson to whom they are to be transferred; (iii) the consideration (whether in cash or Liquid Securities but not other non-Along Shareholders shall provide cash consideration) for which the Company and the Dragged Shareholders Called Shares are to be transferred (calculated in accordance with written notice this clause 24); (the “Drag-Along Notice”iv) not less than thirty (30) days prior to the proposed date of closing transfer, and (v) the form of any sale agreement or form of acceptance or any other document of similar effect that the Drag-Along Sale Called Shareholders are required to sign in connection with such sale (the “Drag-"Sale Agreement"), (and, in the case of paragraphs (ii) to (iv) above, whether actually specified or to be determined in accordance with a mechanism described in the Drag Along Sale Date”Notice). The Drag-No Drag Along Notice shall set forth: (a) the name and address of the purchasers; or Sale Agreement may require a Called Shareholder to agree to any terms except those specifically provided for in this clause 24. (b) the proposed amount and form of consideration to Drag Along Notices shall be paid, and the terms and conditions of payment offered by each irrevocable but will lapse if for any reason there is not a sale of the purchasers; (c) the Drag-Along Sale Date; (d) the number of shares held of record Sellers' Shares 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 Dragging Shareholders to be included in the Drag-Along Sale, as applicable. In the event that the Drag-Along Sale Date does not occur Drag Purchaser within ninety (90) days 60 Business Days after the date of service of the Drag-Drag Along Notice, . The Dragging Shareholders shall be entitled to serve further Drag Along Notices following the shareholders lapse of the Company shall have no obligations to sell their Shares unless they receive a new Drag-any particular Drag Along Notice or otherwise agree with the purchaser(s) in writingNotice.

Drag-Along Notice. Prior to making any Drag-Along Sale in which the Drag-Along Shareholders wish to exercise their rights under this Section 54.5, 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: (ai) the name and address of the purchasers; (bii) the proposed amount and form of consideration to be paid, and the terms and conditions of payment offered by each of the purchasers; (ciii) the Drag-Along Sale Date; (div) the number of shares Equity Interests 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 (ev) the number of Shares Equity Interests 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 Shareholders shall have no obligations to sell their Shares Equity Interests unless they receive a new Drag-Along Notice or otherwise agree with the purchaser(s) in writing.