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. (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. If after the rights of pre-emption mentioned in clause 11 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. (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. (i) If the Apollo Group desires to effect a sale or transfer of 20% or more of its Original Shares prior to the consummation of a Qualified Public Offering (other than in a transaction described in Section 2(a)(i)(x) hereof), then in lieu of complying with the requirements of Section 2(a), the Apollo Group at its option may require all Other Holders to sell the same percentage of their shares of Common Stock (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 the same terms and conditions as apply to those shares of Common Stock sold by the Apollo Group (the “Drag-Along Option”); provided, however, that the Other Holders 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). The foregoing right shall not limit the rights that the XX Xxxxxx may have under Delaware law as a stockholder in the Company, nor any other rights GE or its Affiliates may otherwise have, including as a limited partner in any affiliate of the Apollo Group, nor shall it limit any of the fiduciary duties of the Board.
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. 24.1 Trigger If the Investors constituting an Investor Majority (the "Dragging Shareholders") wish to transfer all their interest in Shares on arm's length terms (the "Sellers' Shares") to a Proposed Purchaser, the Dragging Shareholders shall have the option (the "Drag Along Option") to compel each other holder of Shares (each a "Called Shareholder" and together the "Called Shareholders") to sell and transfer all their Shares to the Proposed Purchaser or as the Proposed Purchaser shall direct (the "Drag Purchaser") in accordance with the provisions of this clause 24.
Drag Along Option. If CSSE elects to sell all but not less than all of its Units to a Third Party Purchaser, it shall have the right upon written notice to Members to require all, but not less than all, of the Members to sell all of their Units on the same terms upon which CSSE is selling its Units and shall share pro ratably in the net proceeds of such sale (after deduction of all costs and expenses incurred by CSSE and/or the Company directly in connection with such sale, including all legal, due diligence and accounting expenses). Each Member agrees to (a) make the same representations and warranties as made by CSSE solely with respect to their ownership of the Units being sold in the transaction and (b) undertake its pro rata portion of any indemnification obligations prescribed by the sales agreements in the transaction.
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”).
