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).
(ii) To exercise the Drag-Along Right, the Dragging Parties shall deliver written notice of such Drag-Along Transaction (the “Drag-Along Notice”) to the Company and each Dragged Holder. Such Drag-Along Notice shall disclose in reasonable detail the number of shares of Common Stock to be subject to the Drag-Along Transaction (the “Drag-Along Shares”), the proposed price, the other proposed terms and conditions of the proposed Drag-Along Transaction (including copies of the definitive agreements relating thereto) and the identity of the prospective purchaser. For the avoidance of doubt, the terms and conditions of the proposed Drag-Along Transaction must be the same for the Dragging Parties and the Dragged Holder, including the identical form and amount of consideration for the shares of Common Stock, but excluding any Consulting Fees payable pursuant to the Consulting Agreement, which payments shall be subject to Section 7(c).
(iii) The Persons purchasing the shares of Common Stock pursuant to a Drag-Along Transaction shall be entitled to require each Dragged Holder to provide representations and warranties regarding (A) its power, authority and legal capacity to enter into such Transfer of shares of Common Stock; (B) its valid right, title and interest in such shares of Common Stock and the Dragged Ho...
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. In connection with any sale triggering a Tag-Along Option pursuant to Section 17.10.1 above, the Transferring Holder shall have the option to require that one or more Remaining Members sell a "proportionate share" of their Units of Membership Interest to the proposed transferee at the same per-Unit price
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. In connection with any sale which triggers a tag-along option pursuant to Section 10(c)(iii)(1), ASE shall have the option to require that one or more Remaining Members sell a "proportionate share" of the Membership Interests of the 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 Interest by ASE; provided that if the sale also involves the sale of affiliates of the Company, the allocation of the aggregate purchase price among the Company and its affiliates shall be commercially reasonable to reflect the relative values of the Company and its affiliates. For purpose of this provision, a "proportionate share" shall be the percentage equal to the ratio of (i) the number of membership interest units to be sold by ASE to the proposed transferee, divided by (ii) the total number of membership interest units owned by ASE prior to such sale. If exercised, written notice must be provided to the affected Remaining Members within fifteen (15) days from receipt of the notice from the Board of Governors.
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:
(a) transfer to the Third Party or as the Third Party directs, all of the Shares held by the Minority Shareholders in accordance with this clause in which case it shall be entitled to transfer the Sale Shares to the Third Party without compliance with clause 11.2; or
(b) join in the sale of the Assets.
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. (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.
(ii) Each Management Stockholder shall consent to and raise no objections against the Drag Along Option, and if the Drag Along Option is structured as (A) a merger or consolidation of the Company or an Asset Sale, each Management Stockholder shall vote in favor of the transaction, take such other action as may be required to effect such transaction and waive any dissenters rights, appraisal rights or similar rights in connection with such merger, consolidation or Asset Sale, or (B) a sale of all the capital stock of the Company, the Management Stockholders shall vote in favor of the transaction, take such other action as may be required to effect such transaction and agree to sell all their Company Shares which are the subject of the Drag Along Option (including their Deemed Held Shares) (the “Drag Along Shares”). The Management Stockholders shall take all necessary and desirable actions reasonably requested by the Selling Sponsors in connection with the consummation of the Drag Along Option, including the execution of such agreements and such instruments and the taking of such other actions as are reasonably necessary, in each case, to provide the same representations, warranties, indemnities and escrow arrangements as those provided by the Selling Sponsors relating to such Drag Along Option (other than provisions relating to non-competition); provided, however, that any obligations under such agreements applicable to any Management Stockholder (other than with respect to such Manag...
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:
(a) notwithstanding clause 16, the Seller is entitled to dispose of its Drag Transfer Shares to the Third Party; and
(b) the Seller will have the option to require all of the remaining Shareholders to transfer to the Third Party all of the Shares held by each of the remaining Shareholders, in accordance with the provisions of this clause 18 (Drag Along Option).
Drag Along Option. 24.1 Trigger
