Drag-Along Obligations. (i) Except for a Permitted Transfer, if any Investor or Investors representing more than fifty percent (50%) of the voting power of the capital stock of the Company (individually or collectively, the “Exiting Holders”), acting together or pursuant to a common plan, understanding or arrangement (A) enter into an agreement to Transfer to any Person, in a bona fide arm’s-length transaction to one or more third parties none of which is an Affiliate or Associate of any Exiting Holder, all the Common Stock beneficially owned by such Exiting Holders, (B) request that the Company or any subsidiary thereof consolidate or merge with any Person which is not an Affiliate or Associate of any Exiting Holder in a bona fide arm’s-length transaction (in a consolidation or merger in which (1) Holders receive cash or securities of any other Person upon such consolidation or merger and (2) such Person and/or its Affiliates become the beneficial owner of more than fifty percent (50%) of the voting power of the capital stock of (x) the Company or (y) any subsidiary or subsidiaries of the Company owning, controlling or otherwise constituting a majority of the consolidated assets of the Company and its subsidiaries taken as a whole (based on value) (a “Merger”)) or (C) request that the Company sell all or substantially all the assets of the Company and its subsidiaries, to a Person which is not an Affiliate or Associate of any Exiting Holder in a bona fide arm’s-length transaction in which Holders receive cash or securities of such other Person upon completion of such transaction (the Person referred to in clause (A), clause (B) or clause (C) being referred to herein as “Exit Transferees” and any of the transactions referred to in clause (A), clause (B) or clause (C) being referred to herein as an “Exit Transfer”; provided, that in no event shall an Exit Transfer be deemed to include any transaction effected solely for the purpose of changing, directly or indirectly, the form of organization or the organizational structure of the Company or any of its subsidiaries), then, subject to the terms of this Section 3(b), such Exiting Holders may elect to require that each of the other Holders (each, a “Drag-Along Holder”) Transfer to such Exit Transferees all the Common Stock beneficially owned by such Drag-Along Holder, on the same terms and conditions as those applicable to the Exiting Holders (in the case of clause (A) and/or that each Drag-Along Holder vote (or consent in writing, a...
Drag-Along Obligations. (a) In the event that two-thirds-in-interest of the Investors determine to sell or otherwise dispose of all or substantially all of the assets of the Company or all or substantially all of the capital stock of the Company owned by the Investors to any non-Affiliate(s) of the Company or any of the Investors, or to cause the Company to merge with or into or consolidate with any non-Affiliate(s) of the Company or any of the Investors (in each case, the "Buyer") in a bona fide negotiated transaction (a "Sale"), each of the Founders, including any of their respective Permitted Transferees (collectively, the "Non-Investor Stockholders"), shall be obligated to and shall upon the written request of two-thirds-in- interest of the Investors: (i) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his Shares (including for this purpose all of such Non-Investor Stockholder's Shares that presently or as a result of any such transaction may be acquired upon the exercise of options (following the payment of the exercise price therefor)) on substantially the same terms applicable to the Investors (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities and the exercise of exercisable securities as well as the relative preferences and priorities of the Preferred Stock); and (ii) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Shares in favor of any Sale proposed by the Investors and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, as the Investors or the Buyer may reasonably require in order to carry out the terms and provisions of this Section 3.4.
Drag-Along Obligations. 1. If the Board and the holders of a majority of the outstanding shares of the Company’s voting securities approve a Corporate Transaction, then the Employee covenants and agrees to vote for and raise no objections against such Corporate Transaction. If the Corporate Transaction is structured as a (a) merger or consolidation, each Employee covenants and agrees to waive any dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation, or (b) a sale of shares of Common Stock, each Employee covenants and agrees to sell all of his or her Common Stock on terms and conditions approved by the Board. In addition, each Employee covenants and agrees to take all necessary or desirable actions in connection with the consummation of the Corporate Transaction as requested by the Board.
Drag-Along Obligations. If any Investor or Additional Stockholder or group of Investors and Additional Stockholders (“Sellers”) agree to Dispose of, by merger, sale or otherwise, all of their shares of Capital Stock (or other securities of the Company) constituting not less than fifty and one-tenth percent (50.1%) of the shares of Capital Stock (including Common Stock issuable upon exercise of any warrant or option) then outstanding, and such sale is contingent on all of the outstanding shares of Capital Stock (and other securities of the Company) being sold simultaneously, then, provided such proposed sale is pursuant to a bona fide, arms-length agreement with a third party not affiliated with the Sellers, the other Investors and Additional Stockholders shall (i) be required to and shall sell all of their shares of Capital Stock (or other securities of the Company) pursuant to such proposed sale, (ii) vote for any such transaction proposed by Sellers, and (iii) agree to become a party to any proposed agreement for the sale of such shares by and to execute any agreement, certificate or other documents required to be executed in connection with such sale, including making such representations and warranties as, but not more extensive than, those made by Sellers, provided that no other Investor or Additional Stockholder shall be required to indemnify the acquiror of the securities of the Company sold in an amount in excess of the proceeds received by such other Investor or Additional Stockholder from such sale net of all costs, expenses and taxes attributable to such sale. The sale by the other Investors and Additional Stockholders pursuant to this Section 5.2 shall be on the same terms and conditions as the sale by the Sellers (including the payment of the same consideration per share for each share of the same class of securities sold). If such other Investors and Additional Stockholders fail to comply with the provisions of this Section 5.2, Sellers shall be entitled to treat such failure as breach of this Agreement for which Sellers shall be entitled to specific performance and/or damages.
Drag-Along Obligations. At any time from the Closing and prior to a Qualified IPO, if (i) the Series A Majority, (ii) the Series B Majority and (iii) holders representing a majority of the Ordinary Shares (together as the “Drag Holders”) propose to enter into a transaction or a series of transactions that constitute a Share Sale or a Deemed Liquidation Event (the “Drag-Along Sale”) with any Person (the “Offeror”), provided that such proposed Drag-Along Sale implies a sale price per Share no less than two (2) times the Series B1 Issue Price (as adjusted for share splits, share dividends, combinations, recapitalizations and similar events), the Drag Holders may, at their option, by delivery of a written notice (the “Drag-Along Notice”), require all of the other Shareholders, including Principals and Principal Holding Companies, (the “Dragged Holders”) to, and whereupon each Dragged Holder shall:
Drag-Along Obligations. In the event of a Change in Control (other than a Change in Control event described in Section 2.8(b) of the Plan), the Holder shall be obligated to and shall upon the written request of the holders of securities representing 50% or more of the total voting power of the Voting Securities, or their designated representative or representatives (the “Majority Shareholders”): (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to any Person, his or her shares of Common Stock (including for this purpose all of such Xxxxxx’s shares that presently or as a result of any such Change in Control may be acquired upon the exercise of the Option (following the payment of the exercise price therefor)) on substantially the same terms applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities and the exercise of exercisable securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such shares of Common Stock in favor of any transaction proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, as the Majority Shareholders may reasonably require in order to carry out the terms and provisions of this Section 12. The obligations under this Section 12 shall terminate in accordance with Section 24.
Drag-Along Obligations. On or after January 31, 2025, if more than 67% of holders of Preferred Shares (collectively, the “Drag Holders”) approve in writing a proposed Deemed Liquidation Event, Share Sale or other sale of the Company, whether structured as a merger, reorganization, asset sale, share sale, sale of control of the Company, or otherwise at a valuation no less than US$500,000,000 (the “Approved Sale”), to any Person that is not a Drag Holder or an Affiliate of any Drag Holder (the “Offeror”), then at the request of the Drag Holders the Company shall promptly notify in writing each other holder of Equity Securities of the Company and the material terms and conditions of such proposed Approved Sale, whereupon each such holder shall, in accordance with instructions received from the Company at the direction of the Drag Holders:
Drag-Along Obligations. 2.1 In the event that any Transferors propose to transfer to a bona fide third party, in one or a series of related transfers, an amount of TopCo Shares that would result in a Change of Control, they shall have the right (the “Drag-Along Right”) to require Management KG to exercise its rights under Section 6.5 of the MEP Shareholders Agreement to cause each Manager to sell up to the Pro Rata Amount of such Manager’s Partnership Interest; provided that the MEP Board may be obliged to require the inclusion of TopCo Shares in lieu of Partnership Interests in the proposed transfer, in which case Management KG shall transfer the number of A-Shares, Annex C B1-Shares and Vested B2-Shares which are owned by it and are represented by the Partnership Interests that would have been included in the transfer pursuant to the exercise of the Drag-Along Right. Any such Partnership Interests or TopCo Shares shall be included in the proposed transfer on terms and conditions which are no less favourable to the Managers (or Management KG in the case of a sale of TopCo Shares in lieu of Partnership Interests) than those applicable to the transfer of TopCo Shares by the Transferors and at the same price per Share as the price afforded to the Transferors in the transfer.
Drag-Along Obligations. At any time after the date hereof, if (i) the (x) Requisite Preferred Directors, (y) the holders of more than fifty percent (50%) of the outstanding Preferred Shares (as an As-Converted Basis), and (z) the Principals (the aforesaid (x), (y) and (z) are collectively, referred to the “Drag Holders” hereinafter) approve a Deemed Liquidation Event, Share Sale or other sale of all or substantially all of the Company, whether structured as a merger, reorganization, asset sale, share sale, sale of control of the Company, or otherwise (the “Approved Sale”), to any Person (the “Offeror”), and (ii) the Per Share Price of the Company (as defined below) in the Approved Sale is no less than one point three (1.3) times the Series F Issue Price (as defined in the Memorandum and Articles) (as adjusted for share splits, share dividends, combinations, recapitalizations and any other similar events), then at the request of the Drag Holders, the Company shall promptly notify in writing each other holder of Equity Securities of the Company that is a Party of such approval and the material terms and conditions of such proposed Approved Sale, whereupon each such holder shall, in accordance with instructions received from the Company at the direction of the Drag Holders:
Drag-Along Obligations. The provisions of Section 2 of this Agreement shall terminate immediately with respect to Purchaser Shares sold (but the provisions of Section 2 of this Agreement shall remain in force with respect to any remaining Purchaser Shares not so sold) in any sale pursuant to Section 3 of this Agreement or when they shall have been distributed to the public pursuant to Rule 144 (or any successor provision) under the Securities Act.
