Drag Along Rights with respect to Company Shares and Purchased Senior Notes Sample Clauses

Drag Along Rights with respect to Company Shares and Purchased Senior Notes. (a) If Sponsors holding, in the aggregate, at least sixty percent (60%) of the shares of Common Stock owned by the Sponsors from time to time (the “Selling Equity Sponsors”) agree to enter into a transaction (a “Drag-Along Equity Disposition”) which would result in the Transfer of at least fifty-one percent (51%) of the aggregate shares of Common Stock then outstanding to a non-Affiliate third party (the “Drag-Along Equity Buyer”) and the Selling Equity Sponsors direct the Company to exercise its rights under this Section 5.3(a), the Company shall deliver to the Purchaser promptly upon receipt thereof from the Selling Equity Sponsors copies of any written notice(s) delivered by the Selling Equity Sponsors to the other Sponsors pursuant to the Sponsor Shareholder Agreement with respect to the Drag-Along Equity Disposition, together with the Company’s written notice stating that the Company wishes to exercise its right hereunder with respect to such Drag-Along Equity Disposition (a “Drag-Along Equity Notice”), including copies of any written notice from the Selling Equity Sponsors setting forth the name and address of the Drag-Along Equity Buyer, the number of shares of Common Stock proposed to be Transferred, the proposed amount and form of the consideration, and all other material terms and conditions offered by the Drag-Along Equity Buyer.
Sample 1
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Related to Drag Along Rights with respect to Company Shares and Purchased Senior Notes

  • CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE SHARES OF COMMON STOCK The obligation of the Investor to buy Purchase Shares under this Agreement is subject to the satisfaction of each of the following conditions on or prior to the Commencement Date and, once such conditions have been initially satisfied, there shall not be any ongoing obligation to satisfy such conditions after the Commencement has occurred:

  • Purchase and Sale of Preferred Shares and Warrants 1.1.1. On or prior to the Initial Closing, as hereinafter defined, the Company shall adopt and file the Certificate of Designation with the Secretary of State of the State of Delaware and authorize, execute and deliver the Warrant Agreement.

  • Purchase and Sale of Company Shares Sale of Company Shares

  • Purchase and Sale of Membership Interests Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall purchase from Seller, and Seller shall sell, assign, transfer and deliver to Purchaser, the Membership Interests free and clear of any Encumbrances.

  • Authorization Purchase and Sale Terms of the Private Placement Warrants A. Authorization of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement Warrants to the Purchaser.

  • Authorization Purchase and Sale Terms of the Sponsor Warrants A. Authorization of the Sponsor Warrants. The Company has duly authorized the issuance and sale of the Sponsor Warrants to the Purchaser.

  • Purchase and Sale of Common Shares and Warrants (a)Purchase of Common Shares and Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, shall purchase from the Company on the Closing Date (as defined below), the number of Common Shares as is set forth opposite such Buyer's name in column (4) on the Schedule of Buyers, along with the Warrants to acquire up to that number of Warrant Shares as is set forth opposite such Buyer's name in column (5) on the Schedule of Buyers (the “Closing”).

  • Purchase and Sale of Purchased Shares At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase from Sellers and pay therefor, the Purchased Shares, free and clear of any and all Encumbrances and in suitable form for transfer to Purchaser.

  • Purchase and Sale of the Shares and Warrants Subject to the terms and conditions of this Agreement, on the Closing Date, each of the Investors shall severally, and not jointly, purchase, and the Company shall sell and issue to the Investors, the Shares and Warrants in the respective amounts set forth opposite the Investors’ names on the signature pages attached hereto in exchange for the Purchase Price as specified in Section 3 below.

  • Purchase and Sale of Shares and Warrants Subject to the satisfaction (or waiver) of the conditions to Closing set forth in this Agreement and the Escrow Agreement, each Subscriber shall purchase the Shares and Warrants for the portion of the Purchase Price indicated on the signature page hereto, and the Company shall sell such Shares and Warrants to the Subscriber. The Purchase Price for the Shares and Warrants shall be paid in cash. The entire Purchase Price shall be allocated to the Shares.

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