Drag-Along Requirement Sample Clauses

Drag-Along Requirement. (a) Subject to the right of first refusal set out in Sections 8.1 through to and including 8.6, in the event that: (i) a bona fide offer by a third party (a “Drag-Along Offer”) is made or proposed to any Shareholder or Shareholders and/or to the Corporation that provides for the purchase of all of the Shares of the Corporation or substantially all of the assets of the Corporation, for cash or cash equivalent; and (ii) the Drag-Along Offer has been irrevocably accepted by Shareholders holding not less than two-thirds (66.67%) of the then issued and outstanding Voting Shares held by all Shareholders; then any Shareholder who has not accepted the Drag-Along Offer shall be deemed to have done so upon being notified by such third-party offeror or the Corporation of the names of Shareholders who have irrevocably accepted such Drag-Along Offer and the number of Voting Shares in respect of which they have accepted the Drag-Along Offer. (b) Each Shareholder will participate fully in any such Drag-Along Offer and vote in favour of any such transaction or series of transactions and take all actions required in connection therewith including: (i) the execution of any resolutions, agreements and collateral documents; and (ii) any amendment to the Articles of the Corporation. Each Shareholder waives any statutory right of dissent and/or appraisal remedy to which it would otherwise be entitled in connection with any transaction contemplated in this Section 8.8. (c) No Shareholder is obligated to tender Shares pursuant to this Section 8.8 and the obligations of the Corporation do not apply unless: (i) the terms of the Drag-Along Offer that are applicable to the Shareholder are, on the whole, at least as favourable to the Shareholder as the terms applicable to the holders of two-thirds (66.67%) of the outstanding Voting Shares that accept or approve the offer pursuant to paragraph 8.8(a)(ii); and (ii) the maximum liability of the Shareholder pursuant to the terms of the transaction contemplated by the Drag-Along Offer does not exceed the value of the consideration received by the Shareholder under that transaction. (d) If a Shareholder is deemed to have accepted the Drag-Along Offer, the Shareholder will co-operate fully with the third-party offeror and the Corporation in order to complete the transaction contemplated in the Drag-Along Offer. If the Shareholder, in the opinion of the holders of a majority of 51% of the Shares as evidenced by a notice to such Shareholder, f...
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Drag-Along Requirement. In the event that the Board of ---------------------- Directors of the Company approves a sale or merger of the Company or a sale of all or substantially all of the assets of the Company, and the transaction is approved by a Majority of the Purchasers in accordance with Article VII of this Agreement, each Stockholder: (a) will vote the Stock held by it in favor of such transaction and will not dissent to any such transaction or seek appraisal of its Stock, or exercise any similar rights with respect to such transaction; (b) will execute any agreement reasonably required of it in connection with such transaction, including without limitation any stock purchase or similar agreement; and (c) will cooperate with the Company in all respects in consummating any such transaction.
Sample 1
Drag-Along Requirement. 9.1 If one or more third parties are prepared to acquire more than 75% of the Shares ("Share Deal") or more than 75% of the assets of the Company on arm’s-length terms, respectively ("Asset Deal", Share and Asset Deal each an "Exit Transaction"), Shareholders holding a majority of 75% of the Shares may request under the further prerequisites in § 9.2 from the other Shareholders by notice that, in the event of a Share Deal, they too sell and transfer Shares in the same ratio (the "Dragged Along Shares") by sale, exchange or any measure in accordance with the Act on the Transformation of Companies at the same financial terms and conditions of sale or, in the event of an Asset Deal, instruct the Company to sell the corresponding assets. The other Shareholders shall in this event be obliged to undertake or instigate everything necessary to implement the Exit Transaction, particularly to sell their Dragged Along Shares at the same financial terms and conditions to the Buyer, and to desist from all acts that would prevent or impede the implementation of the Exit Transaction (the "Drag Along Requirement"). 9.2 Further prerequisites for the existence of a Drag Along Requirement shall be: a) The sale is being made to a third party, i.e. not to relatives in the terms of § 15 of the Tax Code of a Shareholder requesting the sale and not to any Affiliated Company of such a Shareholder. b) The consideration exclusively consist in cash funds and/or publicly traded securities, which are sufficiently liquid, i.e. which, upon corresponding application of the three-month period before a tag along request pursuant to § 9.1, do not meet the criteria in § 5(4) of the Ordinance on the Contents of Bidding Documents (WpÜGAngebV; hereinafter, the "Ordinance"). c) The requested purchase price amounts, extrapolated to all Shares or assets of the Company, to at least EUR 3.000.000 (in words: three million euro). d) The Shareholders are obliged at maximum to assume standard market representations and warranties regarding the ownership of their Shares.
Sample 1

Related to Drag-Along Requirement

  • Vesting Requirements The vesting of this Award (other than pursuant to accelerated vesting in certain circumstances as provided in Section 3 below or vesting pursuant to Section 6 below) shall be subject to the satisfaction of the conditions set forth in each of subsections A and B, as applicable, and, in each case, subsection C of this Section 2:

  • Closing Requirements Closing shall occur after approval of title commitment, as described hereinabove. a) At closing, Seller shall do the following: 1. Duly execute, acknowledge and deliver to Buyer, a Quit Claim Deed conveying the Property to Buyer, free and clear of all liens, claims, pledges and encumbrances. b) At closing, Buyer shall do the following: 1. Execute and provide at closing, all documents reasonably required by the City for closing. 2. Tender payment at closing for the purchase price and all associated closing costs described herein.

  • Licensing Requirements (a) Employer and Employee hereby covenant and agree that this Agreement and/or Employee’s employment may be subject to the approval of one or more gaming regulatory authorities (the “Authorities”) pursuant to the provisions of the relevant gaming regulatory statutes (the “Gaming Acts”) and the regulations promulgated thereunder (the “Gaming Regulations”). Employer and Employee hereby covenant and agree to use their best efforts to obtain any and all approvals required by the Gaming Acts and/or Gaming Regulations. In the event that (i) an approval of this Agreement or Employee’s employment by the Authorities is required for Employee to carry out Employee’s duties and responsibilities set forth in Section 3 of this Agreement, (ii) Employer and Employee have used their best efforts to obtain such approval, and (iii) this Agreement or Employee’s employment is not so approved by the Authorities, then this Agreement shall immediately terminate and shall be null and void, thus extinguishing any and all obligations of either party, subject to any surviving obligations of Employee under Sections 9, 10 and 21. (b) If applicable, Employer and Employee hereby covenant and agree that, in order for Employee to discharge the duties required under this Agreement, Employee must apply for or hold a license, registration, permit or other approval (the “License”) as issued by the Authorities pursuant to the terms of the relevant Gaming Act and as otherwise required by this Agreement. In the event Employee fails to apply for and secure, or the Authorities refuse to issue or renew Employee’s License, Employee, at Employer’s sole cost and expense, shall promptly defend such action and shall take such reasonable steps as may be required to either remove the objections or secure or reinstate the Authorities’ approval, respectively. The foregoing notwithstanding, if the source of the objections or the Authorities’ refusal to renew or maintain Employee’s License arise as a result of any of the acts, omissions or events described in Section 1(c) of this Agreement, then Employer’s obligations under this Section 8 also shall not be operative and Employee shall promptly reimburse Employer upon demand for any expenses incurred by Employer pursuant to this Section 8. (c) Employer and Employee hereby covenant and agree that the provisions of this Section 8 shall apply in the event Employee’s duties require that Employee also be licensed by governmental agencies other than the Authorities.

  • Post-Closing Requirements Borrowers shall complete each of the post-closing obligations and/or provide to Agent each of the documents, instruments, agreements and information listed on Schedule 7.4 attached hereto on or before the date set forth for each such item thereon, each of which shall be completed or provided in form and substance satisfactory to Agent.

  • Testing Requirements 12.1. Workplaces - 12.2. On workplaces where the value of the Commonwealth’s contribution to the project that includes the building work is at least $5,000,000, and represents at least 50% of the total construction project value or the Commonwealth’s contribution to the project that includes the building work is at least $10,000,000 (irrespective of its proportion of the total construction project value) the following minimum testing requirements must be adhered to.

  • Listing Requirements The Company shall not be obligated to deliver any certificates representing any shares until all applicable requirements imposed by federal and state securities laws and by any stock exchanges upon which the shares may be listed have been fully met.

  • Posting Requirements Seller shall post the Development Security in accordance with the following terms and conditions: (i) Seller shall post one-half of the Development Security within thirty

  • Funding Requirements If Subrecipient receives funds pursuant to this Contract for more than one program, the funds received by Subrecipient for each program shall be expended only for that program, and Subrecipient shall not expend more funds for any program than are set forth in the Attachment C, Budget Schedule(s) for that program. Subrecipient shall operate continuously throughout the term of this Contract with at least the minimum number and type of staff and volunteers required for provision of the services described. Such staff and volunteers shall be qualified in accordance with all applicable statutes and regulations. Subrecipient agrees to submit to Administrator, upon request, a list of persons, including employees, subcontractors and volunteers, who are to provide such services, and any changes to said list, by name, title, professional degree, and experience.

  • Operating Requirements Any operating and technical requirements that may be applicable due to Regional Transmission Organization, Independent System Operator, control area, or the Connecting Transmission Owner’s requirements, including those set forth in the Small Generator Interconnection Agreement. Operating Requirements shall include Applicable Reliability Standards.

  • Staffing Requirements Licensee will be in full compliance with the main studio staff requirements as specified by the FCC.

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