Drag Along Option. (i) If the Selling Sponsors desire to sell or Transfer more than 40% of the Initial Sponsor Company Shares to a third party that is not an Affiliate of either Sponsor in one transaction or in a series of related transactions, then in lieu of complying with the requirements of Section 2(a), at the Selling Sponsors’ option (the “Drag Along Option”), the Selling Sponsors may require all Management Stockholders to sell their Pro Rata Portion to the Transferee or Group selected by the Selling Sponsors, at the same price per share and on the same terms and conditions as apply to those sold by the Selling Sponsors. For the avoidance of doubt, if only one Sponsor desires to effect a sale or Transfer of its Company Shares, the term “Selling Sponsors” shall refer only to such Sponsor engaging in such sale or Transfer.
Drag Along Option. (i) Before the completion of a Qualified Public Offering, if the holders of 50.01% or more of the sum of the number of issued and outstanding shares of Common Stock, including the Warrant Shares, if any and assuming the exercise of all Exercisable Warrants (the “Dragging Parties”), desire to Transfer shares of Common Stock or Exercisable Warrants to an unaffiliated third party (for the avoidance of doubt, any Affiliate or a portfolio company of a Dragging Party shall be deemed not to be an unaffiliated third party for these purposes) in a transaction or series of related transactions, whether by sale of stock, merger, consolidation or otherwise, that comprise 80% or more of the shares of Common Stock beneficially owned by such Dragging Parties and their Affiliates (a “Drag-Along Transaction”), then, the Dragging Parties shall have the right (the “Drag-Along Right”) to require each Holder, Legacy Stockholder and its respective Affiliates (a “Dragged Holder”) to Transfer, in the Drag-Along Transaction, the number of shares of Common Stock beneficially owned by such Dragged Holder multiplied by the Drag-Along Percentage (rounded down to the nearest whole share).
Drag Along Option. If after the rights of pre-emption mentioned in clause 10 have been exhausted, and the holders of more than 80% of the issued Shares (Majority Holders) have agreed to jointly sell all of their Shares to a third party (Third Party) then provided the sales are bona fide and at arm’s length the Majority Holders have the option (Drag Along Option) to require the other holders of Shares (Minority Holders) to transfer to the Third Party or its nominees, all of the Shares held by Minority Holders or such lesser number as the Majority Holders (in their absolute discretion) may specify at the price per Share equal to or greater than that to be paid by the Third Party to the Majority Holders in respect of their Shares (Drag Along Price) on the same terms of sale as applicable to the Majority Holders.
Drag Along Option. (a) Following the Sole Funding Period, if a Shareholder (Dragging Shareholder) that holds at least 75% or more of the Shares issued by the Company wishes to sell all of its Shares to a Third Party, that Shareholder may serve a notice (Drag Along Notice) on the other Shareholder (Dragged Shareholder) stating that it requires the Dragged Shareholder to sell all of its Shares (Called Shares) to a Third Party Buyer on the terms contained in the Drag Along Notice and otherwise in accordance with this clause 23 without having to first comply with clause 21.
Drag Along Option. If Harvard wishes to sell 50% or more of the Shares on issue in the Company to a person (“Drag Along Purchaser”), Harvard has the option to require all other Participants to sell all of the Shares held by those Participants to the Drag Along Purchaser at the same price and on the same terms as which Harvard wishes to sell to the Drag Along Purchaser, in accordance with this clause (“Drag Along Option”).
Drag Along Option. (i) If the Apollo Group desires to effect a Tag-Along Transaction prior to the consummation of a Qualified Public Offering (other than in a transaction described in Section 2(a)(iv) hereof), then in lieu of complying with the requirements of Section 2(a), the Apollo Group at its option may require all other Class B Holders to sell the same percentage of their Class B Shares (including their Deemed Held Shares) as the Apollo Group desires to sell to the transferee selected by the Apollo Group in a bona-fide arms-length transaction, at the same price per share and on substantially the same terms and conditions as apply to those Class B Shares sold by the Apollo Group (the “Drag-Along Option”); provided, however, that the Class B Holders (other than the Partnership) shall not be obligated to make any out-of-pocket expenditures prior to the consummation of the sale or transfer (excluding modest expenditures for postage, copies and other similar expenses).
Drag Along Option. If at any time a Shareholder or Shareholders holding not less than 50% of the issued shares of the Company ("Majority Shareholders"), wish to transfer all the Shares held by them ("Sale Shares") and all other issued shares of the Company to any person ("Third Party") or wish to sell all or substantially all of the Assets to the Third Party, the Majority Shareholders shall have, subject to the terms of this clause 14 and its compliance with the provisions of this clause 14, the option ("Drag Along Option") of requiring all the other Shareholders ("Minority Shareholders") to:
Drag Along Option. (i) If the Selling Sponsors desire to sell or Transfer more than 40% of the Initial Sponsor Company Shares (calculated as if the Preferred Shares had been converted into Non-Voting Shares on the date of such calculation and in accordance with the terms of such Preferred Shares) to a third party that is not an Affiliate of either Sponsor in one transaction or in a series of related transactions, then in lieu of complying with the requirements of Section 2(a), at the Selling Sponsors’ option (the “Drag Along Option”), the Selling Sponsors may require all Management Stockholders to sell their Pro Rata Portion to the Transferee or Group selected by the Selling Sponsors, at the same price per share and on the same terms and conditions as apply to those sold by the Selling Sponsors. For the avoidance of doubt, if only one Sponsor desires to effect a sale or Transfer of its Company Shares, the term “Selling Sponsors” shall refer only to such Sponsor engaging in such sale or Transfer.
Drag Along Option. If the Offering Member is proposing to Transfer more than 25% of the total number of outstanding Units to a third party that is neither an Affiliate of the Offering Member or a Member (or an Affiliate of another Member), the Offering Member shall have the right to require each of the Remaining Members to Transfer a proportionate share of the Units owned by such Remaining Members to the proposed transferee, at the same per unit price and under the same terms and conditions involved in the sale of the Transfer Units by the Offering Member. Any and all Transfers of Units to the proposed transferee by any Remaining Members pursuant to this SECTION 7.3 shall be made concurrently, and on the same terms and conditions as the Transfer by the Offering Member. Such terms and conditions may include, without limitation: the payment of fees, commissions and expenses to the purchaser(s) or any third party; and the provision of representations, warranties and indemnifications. If such Transfer is structured as a merger or consolidation, each Remaining Member hereby agrees to waive all dissenter’s rights, appraisal rights and similar rights in connection with such merger or consolidation.
Drag Along Option. Where a Shareholder or Shareholders (in the balance of this clause referred to as the Seller) wishes to dispose of all of its Shares (Drag Transfer Shares) to a that wishes to acquire 100% of the Shares in the Company (Third Party), and the Drag Transfer Shares being offered comprise 75% or more of the aggregate number of Shares on issue at that time, then:
