Drag-Along Obligations Sample Clauses

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: (i) Sell, at the same time as the Drag Holders sell to the Offeror, in the Approved Sale, all of its Equity Securities of the Company or the same percentage of its Equity Securities of the Company as the Drag Holders sell, on the same terms and conditions as were agreed to by the Drag Holders; provided, however, that such terms and conditions, including with respect to price paid or received per Equity Security of the Company, may differ as between different classes of Equity Securities of the Company in accordance with their relative liquidation preferences as set forth in Article 8.2 of the Memorandum and Articles and provided further that some holders may be given the right or opportunity to exchange or roll a portion of their Equity Securities of the Company for Equity Securities of the acquirer or an Affiliate thereof in the Approved Sale but in such event there shall be no obligation to afford such right or opportunity to all of such holders. (ii) Vote all of its Equity Securities of the Company (a) in favor of such Approved Sale, (b) against any other consolidation, recapitalization, amalgamation, merger, sale of securities, sale of assets, business combination, or transaction that would interfere with, de...

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. 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. 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, 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. 2.2 In order to exercise a Drag-Along Right, the Transferors shall deliver a written notice (a “Drag-Along Notice”) to Management KG setting forth in reasonable detail the consideration that they intend to receive and the other terms and conditions upon which the TopCo Shares are to be transferred (including the identity of the proposed transferee). If there is a material change in the terms of the proposed transfer contained in the Drag-Along Notice, the Transferors shall deliver a revised notice to Management KG setting forth the revised terms. Management KG shall promptly distribute a copy of the Drag-Along Notice and any revisions thereto to the Managers. 2.3 The Transferors shall not have any Drag-Along Rights (i) for any transfer by any Investor or affiliate thereof to any other Investor or affiliate thereof, or (ii) with respect to any TopCo Shares which have been listed on a recognized stock exchange or regulated market and may be publicly traded, and with respect to any portions of Partnership Interests representing such TopCo Shares. The parties to the Investment and Shareholders Agreement Regarding Certain Investments in Omega Holdco B.V. entered into on 28 January 2011(as amended and restated from time to t...

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. 2. The obligations of the Employee described in Section C.1. with respect to a Corporate Transaction are subject to the satisfaction of the following conditions: (a) the consideration payable upon consummation of any such Corporate Transaction shall be allocated among the holders of Common Stock based upon their pro rata share of the Common Stock, and (b) upon the consummation of any such Corporate Transaction, all of the holders of Common Stock shall receive (or shall have the right to receive) the same form of consideration. 3. If the Company enters into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the Employee shall, at the request of the Board, appoint a “purchaser representative” (as such term is defined in Rule 501 promulgated under the Securities Act of 1933) designated by the Board, the cost of which shall be borne by the Company.

Drag-Along Obligations. (a) In the event that Investors holding both (i) the applicable percentage of the issued and outstanding shares of Common Stock (treating for such purposes each share of issued and outstanding Preferred Stock as the number of issued and outstanding Conversion Shares into which such Preferred Stock may be converted) specified below and (ii) sixty-six and two-thirds percent (662/3%) of the issued and outstanding shares of Preferred Stock determine (A) to sell or otherwise dispose of all or substantially all of the assets of the Company, or Shares representing a majority of the Common Stock on a fully-diluted, as converted basis, to any non-Affiliate(s) of the Company or any of the Investors, or (B) 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 Stockholders, including any of their respective Permitted Transferees, shall be obligated to and shall upon the written request of Investors holding both (x) the applicable percentage of the issued and outstanding Shares of Common Stock (treating for such purposes each share of issued and outstanding Preferred Stock as the number of issued and outstanding Conversion Shares into which such Preferred Stock may be converted) specified below and (y) sixty-six and two-thirds percent (662/3%) of the issued and outstanding shares of Preferred Stock: (I) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his, her or its Shares (including for this purpose all of such 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 therefore)) 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...

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 Stockholders, 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, her or its 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 therefore)) 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. (b) In the event of a Sale to a Buyer as contemplated in Section 3.4(a) above, each Founder shall in the event that the Investors do not exercise their "drag- along" rights in Section 3.4(a) above, have the right to require the Investors to include such Founder's Shares in the Sale on the same terms as the Investors' Shares (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 priorities and preferences of the Preferred Stock and the terms of any options issued by the Company), which such right shall be exercisable by the delivery of written not...

Drag-Along Obligations. (a) If: (i) one or more Members (herein referred to as the “Drag-Along Proposing Member(s)”) whose aggregate Contribution Percentages are at least fifty percent (50%) receives a bona fide offer in writing from any Third Party purchaser (the “Drag-Along Purchaser”) for a sale of all or substantially all of the Membership Interests or all or substantially all of the assets of the Company and/or its Subsidiaries, taken as a whole, or a merger, conversion, equity exchange or consolidation of the Company and/or its Subsidiaries, taken as a whole (a “Drag-Along Sale”) on an arms length basis, which the Drag-Along Proposing Member(s) desire(s) to accept; then

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. 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.