Drag-Along Rights. (a) If at any time the Special Limited Partner and/or its Affiliates desire to Transfer in one or more transactions all or any portion of its and/or their Partnership Interests (or any beneficial interest therein) in an arm’s-length transaction to a bona fide third party that is not an Affiliate of the Special Limited Partner (an “Applicable Sale”), the Special Limited Partner can require each other Partner and Assignee to sell the same ratable share of its Partnership Interests as is being sold by the Special Limited Partner and such Affiliates (based upon the total Partnership Interests held by the Special Limited Partner and its Affiliates at such time) on the same terms and conditions (“Drag-Along Right”). The Special Limited Partner may in its sole discretion elect to cause the General Partner and/or the Partnership to structure the Applicable Sale as a merger or consolidation or as a sale of the Partnership’s assets. If such Applicable Sale is structured (i) as a merger or consolidation, then no Limited Partner or Assignee shall have any dissenters’ rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) as a sale of assets, then no Limited Partner may object to any subsequent liquidation or other distribution of the proceeds therefrom. Each Limited Partner and Assignee agrees to consent to, and raise no objections against, an Applicable Sale. In the event of the exercise by the Special Limited Partner of its Drag-Along Right pursuant to this Section 7.4, each Limited Partner and Assignee shall take all reasonably necessary and desirable actions approved by the Special Limited Partner in connection with the consummation of the Applicable Sale, including the execution of such agreements and such instruments and other actions reasonably necessary to provide customary and reasonable representations, warranties, indemnities, covenants, conditions and other agreements relating to such Applicable Sale and to otherwise effect the transaction; provided, however, that (A) such Limited Partners and Assignees shall not be required to give disproportionately greater or more onerous representations, warranties, indemnities or covenants than the Special Limited Partner or its Affiliates, (B) such Limited Partners and Assignees shall not be obligated to bear any share of the out-of-pocket expenses, costs or fees (including attorneys’ fees) incurred by the Partnership or its Affiliates in connection with such Applicable Sale unless and to the extent that such expenses, costs and fees were incurred for the benefit of the Partnership or all of its Partners, (C) such Limited Partners and Assignees shall not be obligated or otherwise responsible for more than their proportionate share of any indemnities or other liabilities incurred by the Partnership and the Limited Partners as sellers in respect of such Applicable Sale, and (D) any indemnities or other liabilities approved by the Special Limited Partner or the General Partner shall be limited, in respect of each Limited Partner, to such Limited Partner’s share of the proceeds from the Applicable Sale. (b) At least five (5) Business Days before consummation of an Applicable Sale, the Special Limited Partner shall (i) provide the Limited Partners and Assignees written notice (the “Applicable Sale Notice”) of such Applicable Sale, which notice shall contain (A) the name and address of the third party purchaser, (B) the proposed purchase price, terms of payment and other material terms and conditions of such purchaser’s offer, together with a copy of any binding agreement with respect to such Applicable Sale and (C) notification of whether or not the Special Limited Partner has elected to exercise its Drag-Along Right and (ii) promptly notify the Limited Partners and Assignees of all proposed changes to such material terms and keep the Limited Partners and Assignees reasonably informed as to all material terms relating to such sale or contribution, and promptly deliver to the Limited Partners and Assignees copies of all final material agreements relating thereto not already provided in according with this Section 7.4(b) or otherwise. The Special Limited Partner shall provide the Limited Partners and Assignees written notice of the termination of an Applicable Sale within five (5) Business Days following such termination, which notice shall state that the Applicable Sale Notice served with respect to such Applicable Sale is rescinded.
Appears in 5 contracts
Samples: Business Combination Agreement (FinTech Acquisition Corp. IV), Agreement of Limited Partnership (Moelis & Co), Agreement of Limited Partnership (Moelis & Co)
Drag-Along Rights. (ai) If In the event that the holders of at any time least 66% of the Special Limited Partner and/or its Affiliates desire then outstanding shares of Series B Preferred Stock (the “Proposing Stockholders”) agree to Transfer in one or more transactions all or any portion of its and/or their Partnership Interests (or any beneficial interest therein) in and accept an arm’s-length transaction to offer from a bona fide third party that is or third parties not an Affiliate Affiliated with any Proposing Stockholder (a “Buyer”) to consummate a transaction or series of related transactions with such Buyer pursuant to which Buyer would acquire all of the Special Limited Partner Shares held by such Proposing Shareholders for a specified price payable in cash, securities or other consideration and on specified terms and conditions, the Participant shall be required, if so demanded by the Proposing Shareholders (an a “Applicable Drag Along Notice”) to sell all of the Participant’s Option Shares to such Buyer in such transaction(s) and to participate in such transaction(s) (a “Drag Along Sale”), the Special Limited Partner can require each other Partner and Assignee to sell the same ratable share .
(ii) The provisions of its Partnership Interests as is being sold by the Special Limited Partner and such Affiliates (based upon the total Partnership Interests held by the Special Limited Partner and its Affiliates at such timethis Paragraph 4(k) on the same terms and conditions (“Drag-Along Right”). The Special Limited Partner may in its sole discretion elect to cause the General Partner and/or the Partnership to structure the Applicable Sale as a merger or consolidation or as a sale shall apply regardless of the Partnership’s assets. If such Applicable form of consideration received in the Drag Along Sale, and the Participant shall (i) if the Drag Along Sale is structured (i) as a merger or consolidation, then no Limited Partner or Assignee shall have waive any dissenters’ rights, appraisal rights or similar rights in connection with such merger or consolidation consolidation, or (ii) if the Drag Along Sale is structured as a sale of assetssale, then no Limited Partner may object agree to any subsequent liquidation or other distribution sell all of the proceeds therefrom. Each Limited Partner Participant’s Option Shares on the terms and Assignee agrees to consent to, and raise no objections against, an Applicable Sale. In the event of the exercise by the Special Limited Partner of its Drag-Along Right pursuant to this Section 7.4, each Limited Partner and Assignee shall take all reasonably necessary and desirable actions conditions approved by the Special Limited Partner in connection with Proposing Stockholders. The Participant (a) shall be subject to the same terms and conditions, and (b) shall execute such documents and take such actions as may be reasonably required by the Company and the Proposing Shareholders.
(iii) Upon the consummation of the Applicable Drag Along Sale, including the execution Participant (i) shall receive the same form of such agreements consideration and such instruments and other actions reasonably necessary to provide customary and reasonable representations, warranties, indemnities, covenants, conditions and other agreements relating to such Applicable Sale and to otherwise effect the transaction; provided, however, that (A) such Limited Partners and Assignees shall not be required to give disproportionately greater or more onerous representations, warranties, indemnities or covenants than the Special Limited Partner or its Affiliates, (B) such Limited Partners and Assignees shall not be obligated to bear any same amount of consideration per share of Common Stock (on an As Converted Basis) as every other holder of any class or series of Shares, except to the out-of-pocket expenses, costs or fees (including attorneys’ fees) incurred by the Partnership or its Affiliates extent otherwise approved in connection with such Applicable Sale unless and to the extent that such expenses, costs and fees were incurred for the benefit Section 2 of the Partnership or all Amended and Restated Certificate of its Partners, (C) such Limited Partners and Assignees shall not be obligated or otherwise responsible for more than their proportionate share of any indemnities or other liabilities incurred by the Partnership and the Limited Partners as sellers in respect of such Applicable Sale, and (D) any indemnities or other liabilities approved by the Special Limited Partner or the General Partner shall be limited, in respect of each Limited Partner, to such Limited Partner’s share Incorporation of the proceeds Company, as amended from the Applicable Sale.
(b) At least five (5) Business Days before consummation of an Applicable Saletime to time, the Special Limited Partner shall (i) provide the Limited Partners and Assignees written notice (the “Applicable Sale Notice”) of such Applicable Sale, which notice shall contain (A) the name and address of the third party purchaser, (B) the proposed purchase price, terms of payment and other material terms and conditions of such purchaser’s offer, together with a copy of any binding agreement with respect to such Applicable Sale and (C) notification of whether or not the Special Limited Partner has elected to exercise its Drag-Along Right and (ii) promptly notify shall be given the Limited Partners and Assignees same option, if any, as any other holders of all proposed changes to such material terms and keep the Limited Partners and Assignees reasonably informed any other class or series of Shares as to all material terms relating the form of consideration to such sale or contribution, and promptly deliver to the Limited Partners and Assignees copies of all final material agreements relating thereto not already provided in according with this Section 7.4(b) or otherwise. The Special Limited Partner shall provide the Limited Partners and Assignees written notice of the termination of an Applicable Sale within five (5) Business Days following such termination, which notice shall state that the Applicable Sale Notice served with respect to such Applicable Sale is rescindedbe received.
Appears in 4 contracts
Samples: Nonqualified Stock Option Agreement (Bluestem Brands, Inc.), Nonqualified Stock Option Agreement (Bluestem Brands, Inc.), Nonqualified Stock Option Agreement (Bluestem Brands, Inc.)
Drag-Along Rights. (a) If at the General Partner elects to consummate a sale of all of the Units or equity interests in the Partnership (including by merger, consolidation, reorganization or combination of the Partnership) to any time the Special Limited Partner and/or its Affiliates desire to Transfer in one or more transactions all or any portion of its and/or their Partnership Interests (or any beneficial interest therein) in an arm’s-length transaction to a bona fide independent third party that is not an Affiliate of the Special Limited Partner (an each such transaction referred to as a “Applicable Sale”), the Special Limited General Partner can require shall notify the Partners and Economic Owners in writing of such Sale and provide a description of the Sale setting forth the reasonable details, terms, and conditions thereof. Upon request by the General Partner, each other Partner and Assignee Economic Owner will consent to sell and raise no objections to the same ratable share of its Partnership Interests as is being sold by the Special Limited Partner proposed transaction, and such Affiliates (based upon the total Partnership Interests held by the Special Limited Partner and its Affiliates at such time) on the same terms and conditions (“Drag-Along Right”). The Special Limited Partner may in its sole discretion elect will take all other actions reasonably necessary or desirable to cause the consummation of such Sale on the terms proposed by the General Partner and/or the Partnership to structure the Applicable Sale as a merger or consolidation or as a sale Partner. The obligations of the Partnership’s assetsPartners and Economic Owners pursuant to this Section 7.3(a) with respect to a Sale are subject to the following conditions: (x) the consideration payable upon consummation of such Sale to all of the Partners and Economic Owners shall be allocated among the Partners and Economic Owners as set forth in Section 4.1(a), and (y) upon the consummation of the Sale, all of the Partners and Economic Owners who own the same class of securities shall receive the same form of consideration per Unit as the other holders of the same class of securities. If Each Partner agrees to be bound by agreements with respect to indemnification obligations, amounts paid into escrow, amounts subject to holdbacks or amounts subject to post-closing purchase price adjustments, and agreements to appoint representatives; provided, that any such Applicable Sale is structured indemnification, escrow, holdback and adjustment obligations undertaken by any Partner (iA) as a merger or consolidationshall be in the reverse order of the distributions pursuant to Section 4.1(a) (i.e., then no Limited Partners and Economic Owners having the lowest priority of distributions having the first obligation with respect to any such indemnification, escrow, holdback and adjustment obligations), and (B) shall not exceed the total amount of consideration received by such Partner or Assignee shall have any dissenters’ rights, appraisal rights or similar rights in connection with such merger or consolidation or Sale (ii) as a sale of assetsexcept with respect to representations and warranties relating solely to such Partner, then no Limited Partner may object including title to any subsequent liquidation or other distribution of the proceeds therefrom. Each Limited Partner and Assignee agrees to consent to, and raise no objections against, an Applicable Sale. In the event of the exercise by the Special Limited Partner of its Drag-Along Right pursuant to this Section 7.4, each Limited Partner and Assignee shall take all reasonably necessary and desirable actions approved by the Special Limited Partner in connection with the consummation of the Applicable Sale, including the execution of such agreements and such instruments and other actions reasonably necessary to provide customary and reasonable representations, warranties, indemnities, covenants, conditions and other agreements relating to such Applicable Sale and to otherwise effect the transaction; provided, however, that (A) such Limited Partners and Assignees shall not be required to give disproportionately greater or more onerous representations, warranties, indemnities or covenants than the Special Limited Partner or its Affiliates, (B) such Limited Partners and Assignees shall not be obligated to bear any share of the out-of-pocket expenses, costs or fees (including attorneys’ fees) incurred by the Partnership or its Affiliates in connection with such Applicable Sale unless and to the extent that such expenses, costs and fees were incurred for the benefit of the Partnership or all of its Partners, (C) such Limited Partners and Assignees shall not be obligated or otherwise responsible for more than their proportionate share of any indemnities or other liabilities incurred by the Partnership and the Limited Partners as sellers in respect of such Applicable Sale, and (D) any indemnities or other liabilities approved by the Special Limited Partner or the General Partner shall be limited, in respect of each Limited Partner, to such Limited Partner’s share of the proceeds from the Applicable SaleUnits).
(b) At least five (5) Business Days before consummation of an Applicable SaleTo the extent that a Partner or Economic Owner does not take any actions when requested by the General Partner pursuant to this Section 7.3, each such Partner or Economic Owner hereby constitutes and appoints the Special Limited General Partner shall (i) provide as such Partner’s or Economic Owner’s true and lawful Attorney-in-Fact and authorizes the Limited Partners and Assignees written notice (the “Applicable Sale Notice”) Attorney-in-Fact to execute on behalf of such Applicable Partner or Economic Owner any and all documents and instruments which the Attorney-in-Fact deems necessary and appropriate in connection with the Sale, which notice shall contain (A) the name and address of the third party purchaser, (B) the proposed purchase price, terms of payment and other material terms and conditions of such purchaser’s offer, together with a copy of any binding agreement with respect to such Applicable Sale and (C) notification of whether or not the Special Limited Partner has elected to exercise its Drag-Along Right and (ii) promptly notify the Limited Partners and Assignees of all proposed changes to such material terms and keep the Limited Partners and Assignees reasonably informed as to all material terms relating to such sale or contribution, and promptly deliver to the Limited Partners and Assignees copies of all final material agreements relating thereto not already provided in according with this Section 7.4(b) or otherwise. The Special Limited Partner shall provide the Limited Partners foregoing power of attorney is irrevocable and Assignees written notice of the termination of is coupled with an Applicable Sale within five (5) Business Days following such termination, which notice shall state that the Applicable Sale Notice served with respect to such Applicable Sale is rescindedinterest.
Appears in 3 contracts
Samples: Subscription and Support Agreement (Blue Eagle Holdings, L.P.), Subscription and Support Agreement (Blue Eagle Holdings, L.P.), Contribution and Support Agreement (Innotrac Corp)
Drag-Along Rights. (a) If at any time the Special Limited Partner Managing Member and/or its Affiliates (excluding, for purposes of this Section 7.4, the Company and its Subsidiaries) desire to Transfer in one or more transactions all or any a sufficient portion of its and/or their Partnership Interests Units (or any beneficial interest therein) in an arm’s-length transaction to constitute a Change of Control to a bona fide third party that is not an Affiliate of the Special Limited Partner Managing Member (an “Applicable Sale”), the Special Limited Partner can Managing Member may require each other Partner and Assignee Member either (i) to sell the same ratable share of its Partnership Interests Units as is being sold by the Special Limited Partner Managing Member and such Affiliates (based upon the total Partnership Interests Units held by the Special Limited Partner Managing Member and its Affiliates at such time) on the same terms and conditions and/or (ii) to exchange its Units pursuant to Section 11.1(b) (each, a “Drag-Along Right”). The Special Limited Partner Managing Member may in its sole discretion elect to cause the General Partner Managing Member and/or the Partnership Company to structure the Applicable Sale as a merger or consolidation or as a sale of the PartnershipCompany’s assets. If such Applicable Sale is structured Assets.
(ib) as a merger or consolidation, then no Limited Partner or Assignee No Member shall have any dissenters’ rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) as a sale of assetsany Applicable Sale, then and no Limited Partner Member may object to any subsequent liquidation or other distribution of the proceeds therefromfrom an Applicable Sale that is a sale of Assets. Each Limited Partner and Assignee Member agrees to consent to, and raise no objections against, an Applicable Sale. In the event of the exercise by the Special Limited Partner Managing Member of its Drag-Along Right pursuant to this Section 7.4, each Limited Partner and Assignee Member shall take all reasonably necessary and desirable actions approved by the Special Limited Partner Managing Member in connection with the consummation of the Applicable Sale, including the execution of such agreements and such instruments and other actions reasonably necessary to provide customary and reasonable representations, warranties, indemnities, covenants, conditions and other agreements relating to such Applicable Sale and to otherwise effect the transaction; provided, however, that (A) such Limited Partners and Assignees Members shall not be required to give disproportionately greater or more onerous representations, warranties, indemnities indemnities, or covenants than the Special Limited Partner Managing Member or its Affiliates, (B) such Limited Partners and Assignees Members shall not be obligated to bear any share of the out-of-pocket expenses, costs costs, or fees (including attorneys’ fees) incurred by the Partnership Company or its Affiliates in connection with such Applicable Sale unless and to the extent that such expenses, costs costs, and fees were incurred for the benefit of the Partnership Company or all of its PartnersMembers, (C) such Limited Partners and Assignees Members shall not be obligated or otherwise responsible for more than their proportionate share shares of any indemnities or other liabilities incurred by the Partnership Company and the Limited Partners Members as sellers in respect of such Applicable Sale, and (D) any indemnities or other liabilities approved by the Special Limited Partner or the General Partner Managing Member shall be limited, in respect of each Limited PartnerMember, to such Limited PartnerMember’s share of the proceeds from the Applicable Sale, and (E) such Members shall not be required to enter into any non-compete agreement in connection with such Applicable Sale.
(bc) At least five (5) Business Days before consummation of an Applicable Sale, the Special Limited Partner Managing Member shall (i) provide the Limited Partners and Assignees Members written notice (the “Applicable Sale Notice”) of such the Applicable Sale, which notice shall contain (A) the name and address of the third third-party purchaser, (B) the proposed purchase price, terms of payment payment, and other material terms and conditions of such the purchaser’s offer, together with a copy of any binding agreement with respect to such the Applicable Sale and (C) notification of whether or not the Special Limited Partner Managing Member has elected to exercise its Drag-Along Right and (ii) promptly notify the Limited Partners and Assignees Members of all proposed changes to such the material terms and keep the Limited Partners and Assignees Members reasonably informed as to all material terms relating to such sale the Applicable Sale or contribution, and promptly deliver to the Limited Partners and Assignees Members copies of all final material agreements relating thereto to the Applicable Sale not already provided in according accordance with this Section 7.4(b7.4(c) or otherwise. The Special Limited Partner Managing Member shall provide the Limited Partners and Assignees Members written notice of the termination of an Applicable Sale within five (5) Business Days following such termination, which notice shall state that the Applicable Sale Notice served with respect to such Applicable Sale is rescinded.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Rubicon Technologies, Inc.), Agreement and Plan of Merger (Founder SPAC)
Drag-Along Rights. (a) If If, at any time following the Special Limited Partner date hereof, the Lead Trivest Investor shall enter into an agreement to sell, in a single transaction or a series of transactions, any of the Restricted Securities at the time owned by (and/or its purchasable by) the Lead Trivest Investor to any Person or group of Persons who are not Affiliates desire to Transfer in one of the Company or more transactions any of the Trivest Investors (the "Buyer") (including, without limitation, a sale of the Company by merger, consolidation, sale of all or any portion substantially all of its and/or their Partnership Interests (or any beneficial interest therein) in an arm’s-length transaction to a bona fide third party that is not an Affiliate assets, sale of all of the Special Limited Partner (an “Applicable Sale”outstanding Company Common Stock or otherwise), then the Special Limited Partner can Lead Trivest Investor may require each other Partner and Assignee holder of Restricted Securities (the "Remaining Holders") to sell all of the Restricted Securities owned by (and/or purchasable by) such Remaining Holders to the Buyer contemporaneously with the sale by the Lead Trivest Investor and at the same ratable price per share of its Partnership Interests as is being sold by the Special Limited Partner and such Affiliates (based upon the total Partnership Interests held by the Special Limited Partner and its Affiliates at such time) on the same terms and conditions as are applicable to the Restricted Securities to be sold by the Lead Trivest Investor; provided, that if the Lead Trivest Investor is selling less than all of Restricted Securities owned by (“Drag-Along Right”). The Special Limited Partner may in its sole discretion elect to cause the General Partner and/or the Partnership to structure the purchasable by) it, each Remaining Holder shall sell an Applicable Sale as a merger or consolidation or as a sale Percentage of the Partnership’s assets. If Restricted Securities owned by (and/or purchasable by) such Applicable Sale is structured Remaining Holder; provided, further, that, notwithstanding anything to the contrary herein, the Institutional Investor shall not be required in connection with any such transaction to make any representation or warranty other than those relating to the Institutional Investor's power and authority to effect such transfer without contravention of any of its organizational documents or any agreement, document, instrument, judgment, decree, order, law, statute, rule or regulation applicable to it or to any of its properties and as to the Institutional Investor's title to the Restricted Securities to be transferred by it being free and clear of liens (i) other than liens created hereby or liens of general applicability arising under applicable Securities laws); provided, further, that, notwithstanding anything to the contrary herein, the Institutional Investor shall be obligated to indemnify the proposed transferee or transferees upon the same terms and conditions as a merger or consolidation, then no Limited Partner or Assignee shall have any dissenters’ rights, appraisal rights or similar rights are applicable to the indemnification given by the Lead Trivest Investor in connection with such merger or consolidation or (ii) proposed transfer so long as a sale of assets, then no Limited Partner may object to any subsequent liquidation or other distribution of the proceeds therefrom. Each Limited Partner and Assignee agrees to consent to, and raise no objections against, an Applicable Sale. In the event of the exercise by the Special Limited Partner of its Drag-Along Right pursuant to this Section 7.4, each Limited Partner and Assignee shall take all reasonably necessary and desirable actions approved by the Special Limited Partner in connection with the consummation of the Applicable Sale, including the execution of such agreements and such instruments and other actions reasonably necessary to provide customary and reasonable representations, warranties, indemnities, covenants, conditions and other agreements relating to such Applicable Sale and to otherwise effect the transaction; provided, however, that (A) such Limited Partners and Assignees shall not be required to give disproportionately greater or more onerous representations, warranties, indemnities or covenants than the Special Limited Partner or its Affiliates, (B) such Limited Partners and Assignees shall not be obligated to bear any share of the out-of-pocket expenses, costs or fees (including attorneys’ fees) incurred by the Partnership or its Affiliates in connection with such Applicable Sale unless and to the extent that such expenses, costs and fees were incurred for the benefit of the Partnership or all of its Partners, (C) such Limited Partners and Assignees shall not be obligated or otherwise responsible for more than their proportionate share of any indemnities or other liabilities incurred by the Partnership and the Limited Partners as sellers in respect of such Applicable Sale, and (D) any indemnities or other liabilities approved by the Special Limited Partner or the General Partner shall be limited, in respect of each Limited Partner, to such Limited Partner’s share of the proceeds from the Applicable Sale.
(b) At least five (5) Business Days before consummation of an Applicable Sale, the Special Limited Partner shall (i) provide all indemnification obligations are several, and not joint and several, among all transferors in proportion to the Limited Partners and Assignees written notice (the “Applicable Sale Notice”) of such Applicable Sale, which notice shall contain (A) the name and address of the third party purchaser, (B) the proposed purchase price, terms of payment and other material terms and conditions of such purchaser’s offer, together with a copy of any binding agreement with respect consideration paid to such Applicable Sale and (C) notification of whether or not the Special Limited Partner has elected to exercise its Drag-Along Right each transferor and (ii) promptly notify the Limited Partners and Assignees maximum obligation of all proposed changes to the Institutional Investor shall not exceed the net cash proceeds actually received by it as a result of such material terms and keep the Limited Partners and Assignees reasonably informed transfer. Without limitation as to all material terms relating to such sale or contributionthe foregoing, and promptly deliver to the Limited Partners and Assignees copies of all final material agreements relating thereto not already provided in according with this Section 7.4(b) or otherwise. The Special Limited Partner shall provide the Limited Partners and Assignees written notice of the termination of an Applicable Sale within five (5) Business Days following such termination, which notice shall state that the Applicable Sale Notice served with respect to such Applicable Sale is rescinded.Remaining Holders shall
Appears in 2 contracts
Samples: Investors' Agreement (Winston Furniture Co of Alabama Inc), Investors' Agreement (Winsloew Furniture Inc)
Drag-Along Rights. (a) If at any time the Special Limited Partner and/or its Affiliates desire to Transfer in one or more transactions all or any portion of its and/or their Partnership Interests (or any beneficial interest therein) in an arm’s-length transaction to a bona fide third party that is not an Affiliate of the Special Limited Partner (an “Applicable Sale”), the Special Limited Partner can require each other Partner and Assignee to sell the same ratable share of its Partnership Interests as is being sold by the Special Limited Partner and such Affiliates (based upon the total Partnership Interests held by the Special Limited Partner and its Affiliates at such time) on the same terms and conditions (“Drag-Along Right”). The Special Limited Partner may in its sole discretion elect to cause the General Partner and/or the Partnership to structure the Applicable Sale as a merger or consolidation or as a sale of the Partnership’s assets. If such Applicable Sale is structured (i) as a merger or consolidation, then no Limited Partner or Assignee shall have any dissenters’ rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) as a sale of assets, then no Limited Partner may object to any subsequent liquidation or other distribution of the proceeds therefrom. Each Limited Partner and Assignee agrees to consent to, and raise no objections against, an Applicable Sale. In the event of the exercise by the Special Limited Partner of its Drag-Along Right pursuant to this Section 7.4, each Limited Partner and Assignee shall take all reasonably necessary and desirable actions approved by the Special Limited Partner in connection with the consummation of the Applicable Sale, including the execution of such agreements and such instruments and other actions reasonably necessary to provide customary and reasonable representations, warranties, indemnities, covenants, conditions and other agreements relating to such Applicable Sale and to otherwise effect the transaction; provided, however, that (A) such Limited Partners and Assignees shall not be required to give disproportionately greater or more onerous representations, warranties, indemnities or covenants than the Special Limited Partner or its Affiliates, (B) such Limited Partners and Assignees shall not be obligated to bear any share of the out-of-pocket expenses, costs or fees (including attorneys’ fees) incurred by the Partnership or its Affiliates in connection with such Applicable Sale unless and to the extent that such expenses, costs and fees were incurred for the benefit of the Partnership or all of its Partners, (C) such Limited Partners and Assignees shall not be obligated or otherwise responsible for more than their proportionate share of any indemnities or other liabilities incurred by the Partnership and the Limited Partners as sellers in respect of such Applicable Sale, and (D) any indemnities or other liabilities approved by the Special Limited Partner or the General Partner shall be limited, in respect of each Limited Partner, to such Limited Partner’s share of the proceeds from the Applicable Sale.
(b) At least five (5) Business Days before consummation of an Applicable Sale, the Special Limited Partner shall (i) provide the Limited Partners and Assignees written notice (the “Applicable Sale Notice”) of such Applicable Sale, which notice shall contain (A) the name and address of the third party purchaser, (B) the proposed purchase price, terms of payment and other material terms and conditions of such purchaser’s offer, together with a copy of any binding agreement with respect to such Applicable Sale and (C) notification of whether or not the Special Limited Partner has elected to exercise its Drag-Along Right and (ii) promptly notify the Limited Partners and Assignees of all proposed changes to such material terms and keep the Limited Partners and Assignees reasonably informed as to all material terms relating to such sale or contribution, and promptly deliver to the Limited Partners and Assignees copies of all final material agreements relating thereto not already provided in according accordance with this Section 7.4(b) or otherwise. The Special Limited Partner shall provide the Limited Partners and Assignees written notice of the termination of an Applicable Sale within five (5) Business Days following such termination, which notice shall state that the Applicable Sale Notice served with respect to such Applicable Sale is rescinded.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Perella Weinberg Partners), Agreement of Limited Partnership (Perella Weinberg Partners)
Drag-Along Rights. (a) If at any time In connection with a sale of substantially all of the Special Limited Partner and/or its Affiliates desire to Transfer in one or more transactions all or any portion of its and/or their Partnership Interests (or any beneficial interest therein) in an arm’s-length transaction Company’s voting securities to a bona fide third party that is not an Affiliate of the Special Limited Partner (an a “Applicable Drag-Along Sale”), at the Special Limited Partner can require each other Partner Company’s election and Assignee in its sole discretion, the Company shall have the right to cause all Holders of New Preferred Shares or Registrable Securities to sell the same ratable share of its Partnership Interests as is being sold by the Special Limited Partner and their securities in such Affiliates (based sale to such third party upon the total Partnership Interests held by the Special Limited Partner and its Affiliates at such time) on the same terms and conditions and at a price equal to the per share price paid to the other stockholders in such sale as determined with reference to the Common Stock equivalent of such shares (the “DragD-Along RightA Sale Price”). The Special Limited Partner may in its sole discretion elect to cause the General Partner and/or the Partnership to structure the Applicable Sale as a merger or consolidation or as a sale of the Partnership’s assets. If such Applicable Sale is structured (i) as a merger or consolidation, then no Limited Partner or Assignee shall have any dissenters’ rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) as a sale of assets, then no Limited Partner may object to any subsequent liquidation or other distribution of the proceeds therefrom. Each Limited Partner and Assignee agrees to consent to, and raise no objections against, an Applicable Sale. In the event of the exercise by the Special Limited Partner of its Drag-Along Right pursuant to this Section 7.4, each Limited Partner and Assignee shall take all reasonably necessary and desirable actions approved by the Special Limited Partner in connection with the consummation of the Applicable Sale, including the execution of such agreements and such instruments and other actions reasonably necessary to provide customary and reasonable representations, warranties, indemnities, covenants, conditions and other agreements relating to such Applicable Sale and to otherwise effect the transaction; provided, however, that if the D-A Sale Price is less than the Liquidation Preference, then the Holders of New Preferred Shares shall be entitled to the Liquidation Preference rather than the D-A Sale Price; and provided, further, that if the Drag-Along Sale is for securities (Aother than securities that are publicly traded and not subject to any restrictions on transfer by law, agreement or otherwise) or other property for which there is no readily available market price, the Holders of New Preferred Shares shall be entitled to an amount equal to the Cash Value of such Limited Partners securities or property.
(b) In connection with any Drag-Along Sale, (i) the Company shall bear all reasonable costs and Assignees expenses incurred by the Holders of New Preferred Shares or Registrable Securities, including, without limitation, reasonable fees of their counsel, (ii) the Holders shall not be required to give disproportionately greater make any representations or more onerous representationswarranties in any such Drag-Along Sale other than representations relating to title and due authority, warranties, indemnities or covenants than and (iii) the Special Limited Partner or its Affiliates, (B) such Limited Partners and Assignees Holders shall not be obligated to bear any share of the out-of-pocket expenses, costs or fees (including attorneys’ fees) incurred by the Partnership or its Affiliates in connection with such Applicable Sale unless and to the extent that such expenses, costs and fees were incurred for the benefit of the Partnership or all of its Partners, (C) such Limited Partners and Assignees shall not be obligated or otherwise responsible for more any indemnification obligations in such Drag-Along Sale other than their proportionate share indemnification obligations related to breaches of any indemnities representations or other liabilities incurred by the Partnership warranties relating to title and the Limited Partners as sellers in respect of such Applicable Sale, and (D) any indemnities or other liabilities approved by the Special Limited Partner or the General Partner shall be limited, in respect of each Limited Partner, to such Limited Partner’s share of the proceeds from the Applicable Saledue authority.
(bc) At least five (5) Business Days before consummation The obligations of the Holders of the New Preferred Shares and Registrable Securities set forth in this Section 3 shall terminate upon the completion of an Applicable Sale, the Special Limited Partner shall (i) provide the Limited Partners and Assignees written notice (the “Applicable Sale Notice”) of such Applicable Sale, which notice shall contain (A) the name and address of the third party purchaser, (B) the proposed purchase price, terms of payment and other material terms and conditions of such purchaser’s offer, together with a copy of any binding agreement with respect to such Applicable Sale and (C) notification of whether or not the Special Limited Partner has elected to exercise its Drag-Along Right and (ii) promptly notify the Limited Partners and Assignees of all proposed changes to such material terms and keep the Limited Partners and Assignees reasonably informed as to all material terms relating to such sale or contribution, and promptly deliver to the Limited Partners and Assignees copies of all final material agreements relating thereto not already provided in according with this Section 7.4(b) or otherwise. The Special Limited Partner shall provide the Limited Partners and Assignees written notice of the termination of an Applicable Sale within five (5) Business Days following such termination, which notice shall state that the Applicable Sale Notice served with respect to such Applicable Sale is rescindedInitial Public Offering.
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Drag-Along Rights. (a) If at any time the Special Limited Partner and/or its Affiliates desire Stockholders, other than Xxxxxxx, individually or as a group, agree to Transfer in one sell such number of shares as shall represent 50% or more transactions all or of the outstanding Common Stock on a fully diluted basis (the "Drag Along Offered Shares") to any portion of its and/or their Partnership Interests (or any beneficial interest therein) in an arm’s-length transaction to a bona fide third party that is not Person other than an Affiliate of the Special Limited Partner such Stockholder (an “Applicable Sale”or group of Stockholders) in any one transaction or series of related transactions not permitted by paragraphs (i), (ii) or (iii) of Section 4(b), and to the Special Limited Partner can require each other Partner extent Xxxxxxx does not exercise his right of first refusal or his tag-along right as to the Disposition of the Drag Along Offered Shares pursuant to Sections 5 and Assignee 6, respectively, then the Stockholder (or group of Stockholders) may, within ten (10) days after the Exclusive Period, give written notice to sell Xxxxxxx stating that Xxxxxxx must participate in the Disposition of the Drag Along Offered Shares by selling the same ratable share percentage of its Partnership Interests his Shares as the Stockholder (or group of Stockholders) is being sold by selling, at the Special Limited Partner same price per Share and such Affiliates (based upon the total Partnership Interests held by the Special Limited Partner and its Affiliates at such time) otherwise on the same terms and conditions upon which the Stockholder (“Drag-Along Right”). The Special Limited Partner may or group of Stockholders) is selling his (or its) Shares; provided, however, that Xxxxxxx shall not be required to participate if the purchaser is willing to purchase Shares of Preferred Stock only.
(b) If the Stockholder (or group of Stockholders) gives notice that Xxxxxxx must participate in its sole discretion elect the Disposition, Xxxxxxx will use his best efforts to cause cooperate in the General Partner and/or the Partnership to structure the Applicable Sale as a merger or consolidation or as a sale of the Partnership’s assets. If such Applicable Sale is structured (i) as a merger or consolidation, then no Limited Partner or Assignee shall have any dissenters’ rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) as a sale of assets, then no Limited Partner may object to any subsequent liquidation or other distribution of the proceeds therefrom. Each Limited Partner Disposition and Assignee agrees to consent to, and raise no objections against, an Applicable Sale. In the event of the exercise by the Special Limited Partner of its Drag-Along Right pursuant to this Section 7.4, each Limited Partner and Assignee shall will take all reasonably necessary and desirable actions approved by the Special Limited Partner in connection with the consummation of the Applicable SaleDisposition, including including, but not limited to, (i) the execution provision of such agreements reasonable and such instruments customary representations and other actions reasonably necessary to provide customary and reasonable representations, warranties, indemnities, covenants, conditions and other agreements relating to such Applicable Sale and to otherwise effect the transaction; provided, however, that (A) such Limited Partners and Assignees Xxxxxxx shall not be required to give disproportionately greater or incur more onerous representations, warranties, indemnities or covenants than the Special Limited Partner or its Affiliates, (B) such Limited Partners and Assignees shall not be obligated to bear his pro rata portion of any share of the out-of-pocket expenses, costs or fees (including attorneys’ fees) incurred by the Partnership or its Affiliates expenses in connection with such Applicable Sale unless Disposition which are not reimbursed by the Stockholder (or group of Stockholders); and to the extent provided further that such expenses, costs and fees were incurred for the benefit of the Partnership or all of its Partners, (C) such Limited Partners and Assignees Xxxxxxx shall not be obligated required to provide different representations and warranties or otherwise responsible for more indemnification than their proportionate share of any indemnities or other liabilities incurred by selling participant in the Partnership Disposition and the Limited Partners as sellers in respect closing of such Applicable Sale, and Disposition within twenty (D20) any indemnities days of such notice or on such other liabilities approved by date as is provided in the Special Limited Partner or the General Partner shall be limited, in respect of each Limited Partner, to such Limited Partner’s share of the proceeds from the Applicable SaleDisposition Notice.
(bc) At least five (5) Business Days before consummation If the purchaser pursuant to the Disposition has a specified limited number of an Applicable Sale, the Special Limited Partner shall (i) provide Shares of Common Stock that it is willing to purchase in the Limited Partners and Assignees written notice aggregate, Xxxxxxx shall be required to sell to the purchaser up to that number of Shares of Common Stock owned by Xxxxxxx which is in the same proportion to his total ownership of Shares of Common Stock as the number of Shares being sold by the Stockholder (or group of Stockholders) is to the “Applicable Sale Notice”) total number of such Applicable Sale, which notice shall contain Shares of Common Stock owned by the Stockholder (A) the name and address or group of the third party purchaser, (B) the proposed purchase price, terms of payment and other material terms and conditions of such purchaser’s offer, together with a copy of any binding agreement with respect to such Applicable Sale and (C) notification of whether or not the Special Limited Partner has elected to exercise its Drag-Along Right Stockholders); and (ii) promptly notify Shares of Common Stock and Preferred Stock that it is willing to purchase, Xxxxxxx shall be required to sell to the Limited Partners purchaser up to that number of Shares of Common Stock owned by Xxxxxxx which is in the same proportion to his total ownership of Shares of Common Stock as the number of Shares of Common Stock into which the Shares of Preferred Stock being sold by the Stockholder (or group of Stockholders) is convertible at the time of such Disposition is to the number of Shares of Common Stock into which the total number of Shares of Preferred Stock owned by the Stockholder (or group of Stockholders) is convertible at the time of such Disposition.
(d) The obligation of Xxxxxxx to participate in the Disposition is also subject to the satisfaction of the following conditions: (i) upon the consummation of the Disposition, Xxxxxxx will receive the same form and Assignees amount of all proposed changes to such material terms and keep consideration per share for his Shares as the Limited Partners and Assignees reasonably informed Stockholder (or group of Stockholders) will receive for his or its Shares, or if the Stockholder (or group of Stockholders) is given an option as to all material terms relating the form and amount of consideration to such sale be received, Xxxxxxx will be given the same option; and (ii) the price per Share will be payable in cash or contributionpublicly-traded securities; provided, however, that if the Stockholder (or group of Stockholders) sells any Preferred Stock, Xxxxxxx will receive the same form of consideration for his Shares of Common Stock, and promptly deliver the amount of consideration per share payable to him will be calculated by dividing the Limited Partners and Assignees copies total consideration to be received for the Preferred Stock being sold by the number of all final material agreements relating thereto not already provided in according with this Section 7.4(bShares of Common Stock into which such Preferred Stock is convertible at the time of such Disposition.
(e) If the Stockholder (or otherwise. The Special Limited Partner group of Stockholders) fails to notify Xxxxxxx within ten (10) days after the Exclusive Period, then the Stockholder (or group of Stockholders) shall provide the Limited Partners and Assignees written notice of the termination of an Applicable Sale within five be deemed to have waived his (5or its) Business Days following such termination, which notice shall state that the Applicable Sale Notice served with respect to such Applicable Sale is rescindedDrag-Along Right.
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Drag-Along Rights. (ai) If at any time the Special Limited General Partner and/or its Affiliates (excluding, for purposes of this Section 7.04(a), the Partnership and its Subsidiaries) desire to Transfer in one or more transactions all or any a sufficient portion of its and/or their Partnership Interests (or any beneficial interest therein) in an arm’s-length transaction to constitute a Change of Control to a bona fide third party that is not an Affiliate of the Special Limited General Partner (an “Applicable Sale”), the Special Limited General Partner can may require each other Partner and Assignee either (i) to sell the same ratable share of its Partnership Interests as is being sold by the Special Limited General Partner and such Affiliates (based upon the total Partnership Interests held by the Special Limited General Partner and its Affiliates at such time) on the same terms and conditions and/or (ii) to exchange its Interests pursuant to Section 11.01(b) (each, a “Drag-Along Right”). The Special Limited General Partner may in its sole discretion elect to cause the General Partner and/or the Partnership to structure the Applicable Sale as a merger or consolidation or as a sale of the Partnership’s assets. If such Applicable Sale is structured Assets.
(iii) as a merger or consolidation, then no Limited No Partner or Assignee shall have any dissenters’ rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) as a sale of assetsany Applicable Sale, then and no Limited Partner may object to any subsequent liquidation or other distribution of the proceeds therefromfrom an Applicable Sale that is a sale of Assets. Each Limited Partner and Assignee agrees to consent to, and raise no objections against, an Applicable Sale. In the event of the exercise by the Special Limited General Partner of its Drag-Along Right pursuant to this Section 7.47.04(a), each Limited Partner and Assignee shall take all reasonably necessary and desirable actions approved by the Special Limited General Partner in connection with the consummation of the Applicable Sale, including the execution of such agreements and such instruments and other actions reasonably necessary to provide customary and reasonable representations, warranties, indemnities, covenants, conditions and other agreements relating to such Applicable Sale and to otherwise effect the transaction; provided, however, that (A) such Limited Partners and Assignees shall not be required to give disproportionately greater or more onerous representations, warranties, indemnities indemnities, or covenants than the Special Limited General Partner or its Affiliates, (B) such Limited Partners and Assignees shall not be obligated to bear any share of the out-of-pocket expenses, costs costs, or fees (including attorneys’ fees) incurred by the Partnership or its Affiliates in connection with such Applicable Sale unless and to the extent that such expenses, costs costs, and fees were incurred for the benefit of the Partnership or all of its Partners, (C) such Limited Partners and Assignees shall not be obligated or otherwise responsible for more than their proportionate share shares of any indemnities or other liabilities incurred by the Partnership and the Limited Partners as sellers in respect of such Applicable Sale, and (D) any indemnities or other liabilities approved by the Special Limited Partner or the General Partner shall be limited, in respect of each Limited Partner, to such Limited Partner’s share of the proceeds from the Applicable Sale.
(biii) At least five (5) Business Days before consummation of an Applicable Sale, the Special Limited General Partner shall (i) provide the Limited Partners and Assignees written notice (the “Applicable Sale Notice”) of such the Applicable Sale, which notice shall contain (A) the name and address of the third third-party purchaser, (B) the proposed purchase price, terms of payment payment, and other material terms and conditions of such the purchaser’s offer, together with a copy of any binding agreement with respect to such the Applicable Sale and (C) notification of whether or not the Special Limited General Partner has elected to exercise its Drag-Along Right and (ii) promptly notify the Limited Partners and Assignees of all proposed changes to such the material terms and keep the Limited Partners and Assignees reasonably informed as to all material terms relating to such sale the Applicable Sale or contribution, and promptly deliver to the Limited Partners and Assignees copies of all final material agreements relating thereto to the Applicable Sale not already provided in according accordance with this Section 7.4(b7.4(a)(iii) or otherwise. The Special Limited General Partner shall provide the Limited Partners and Assignees written notice of the termination of an Applicable Sale within five (5) Business Days following such termination, which notice shall state that the Applicable Sale Notice served with respect to such Applicable Sale is rescinded.
Appears in 1 contract
Samples: Limited Partnership Agreement (Excelerate Energy, Inc.)
Drag-Along Rights. (a) If at any time the Special Limited Partner Managing Member and/or its Affiliates desire to Transfer in one or more transactions all or any portion of its and/or their Partnership Membership Interests (or any beneficial interest therein) in an arm’s-length transaction to a bona fide third party that is not an Affiliate of the Special Limited Partner Managing Member (an “Applicable Sale”), the Special Limited Partner can Managing Member may require each other Partner Member and Assignee to sell the same ratable share of its Partnership Membership Interests as is being sold by the Special Limited Partner Managing Member and such Affiliates (based upon the total Partnership Membership Interests held by the Special Limited Partner Managing Member and its Affiliates at such time) on the same terms and conditions (“Drag-Along Right”). The Special Limited Partner Managing Member may in its sole discretion elect to cause the General Partner Managing Member and/or the Partnership Company to structure the Applicable Sale as a merger or consolidation or as a sale of the PartnershipCompany’s assets. If such Applicable Sale is structured (i) as a merger or consolidation, then no Limited Partner Member or Assignee shall have any dissenters’ rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) as a sale of assets, then no Limited Partner Member may object to any subsequent liquidation or other distribution of the proceeds therefrom. Each Limited Partner Member and Assignee agrees to consent to, and raise no objections against, an Applicable Sale. In the event of the exercise by the Special Limited Partner Managing Member of its Drag-Along Right pursuant to this Section 7.4, each Limited Partner Member and Assignee shall take all reasonably necessary and desirable actions approved by the Special Limited Partner Managing Member in connection with the consummation of the Applicable Sale, including the execution of such agreements and such instruments and other actions reasonably necessary to provide customary and reasonable representations, warranties, indemnities, covenants, conditions and other agreements relating to such Applicable Sale and to otherwise effect the transaction; provided, however, that (A) such Limited Partners Members and Assignees shall not be required to give disproportionately greater or more onerous representations, warranties, indemnities or covenants than the Special Limited Partner Managing Member or its Affiliates, (B) such Limited Partners Members and Assignees shall not be obligated to bear any share of the out-of-pocket expenses, costs or fees (including attorneys’ fees) incurred by the Partnership Company or its Affiliates in connection with such Applicable Sale unless and to the extent that such expenses, costs and fees were incurred for the benefit of the Partnership Company or all of its PartnersMembers, (C) such Limited Partners Members and Assignees shall not be obligated or otherwise responsible for more than their proportionate share of any indemnities or other liabilities incurred by the Partnership Company and the Limited Partners Members as sellers in respect of such Applicable Sale, and (D) any indemnities or other liabilities approved by the Special Limited Partner or the General Partner Managing Member shall be limited, in respect of each Limited PartnerMember, to such Limited PartnerMember’s share of the proceeds from the Applicable Sale.
(b) At least five (5) Business Days before consummation of an Applicable Sale, the Special Limited Partner Managing Member shall (i) provide the Limited Partners Members and Assignees written notice (the “Applicable Sale Notice”) of such Applicable Sale, which notice shall contain (A) the name and address of the third party purchaser, (B) the proposed purchase price, terms of payment and other material terms and conditions of such purchaser’s offer, together with a copy of any binding agreement with respect to such Applicable Sale and (C) notification of whether or not the Special Limited Partner Managing Member has elected to exercise its Drag-Along Right and (ii) promptly notify the Limited Partners Members and Assignees of all proposed changes to such material terms and keep the Limited Partners Members and Assignees reasonably informed as to all material terms relating to such sale or contribution, and promptly deliver to the Limited Partners Members and Assignees copies of all final material agreements relating thereto not already provided in according with this Section 7.4(b) or otherwise. The Special Limited Partner shall provide the Limited Partners and Assignees written notice of the termination of an Applicable Sale within five (5) Business Days following such termination, which notice shall state that the Applicable Sale Notice served with respect to such Applicable Sale is rescinded.)
Appears in 1 contract
Samples: Limited Liability Company Agreement (Wayne Farms, Inc.)
Drag-Along Rights. (a1) If at any time the Special Limited Partner and/or its Affiliates desire to Transfer in one or more transactions all or any portion of its and/or their Partnership Interests (or any beneficial interest therein) in an arm’s-length transaction to a bona fide offer (“Drag Along Offer”) is made or proposed to any Shareholders or to the Corporation that provides for the acquisition (either by way of a purchase, amalgamation, arrangement, corporate reorganization, or other means of merger or acquisition) by a bona fide Arm’s Length third party that is not an Affiliate offeror, of all of the Special Limited Partner (an “Applicable Sale”)then outstanding Shares or that involves the sale or exclusive license of all or substantially all of the assets of the Corporation, the Special Limited Partner can require each other Partner and Assignee to sell at the same ratable price per share of its Partnership Interests as is being sold by (subject to any liquidation preferences set forth in the Special Limited Partner Articles) and such Affiliates (based otherwise substantially upon the total Partnership Interests held by the Special Limited Partner and its Affiliates at such time) on the same terms and conditions for all Shareholders as determined on a class-by-class basis, and the Drag Along Offer is irrevocably accepted or approved by:
(“Drag-Along Right”). The Special Limited Partner may in its sole discretion elect to cause the General Partner and/or the Partnership to structure the Applicable Sale as a) a merger or consolidation or as a sale majority of the Partnership’s assets. If Directors, including the Founder Nominee and the Investor Nominee; and
(b) holders of [**] per cent [(**%)] of the issued and outstanding Shares, then any Shareholder who has not accepted or approved the Drag Along Offer is deemed to have done so upon being notified by such Applicable Sale is structured third party offeror or the Corporation of the names of Shareholders who have irrevocably accepted or approved such Drag Along Offer and the number of Shares in respect of which they have accepted or approved the Drag Along Offer.
(2) 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) as a merger or consolidationthe execution of any resolutions, then no Limited Partner or Assignee shall have agreements and collateral documents; and (ii) any dissenters’ rightsamendment to the Articles. To the maximum extent permitted by law, each Shareholder hereby waives any statutory right of dissent and/or appraisal rights or similar rights remedy to which it would otherwise be entitled in connection with such merger or consolidation or any transaction contemplated in this Section.
(ii3) as a sale No Shareholder is obligated to tender Shares pursuant to Section 6.5 unless the liability of assets, then no Limited Partner may object the Shareholder with respect to any subsequent liquidation representation, warranty or other distribution of the proceeds therefrom. Each Limited Partner and Assignee agrees to consent to, and raise no objections against, an Applicable Sale. In the event of the exercise covenant made by the Special Limited Partner of its Drag-Along Right pursuant to this Section 7.4, each Limited Partner and Assignee shall take all reasonably necessary and desirable actions approved by the Special Limited Partner Corporation in connection with the consummation of Drag Along Offer is limited to the Applicable Sale, including the execution of such agreements and such instruments and other actions reasonably necessary to provide customary and reasonable representations, warranties, indemnities, covenants, conditions and other agreements relating to such Applicable Sale and to otherwise effect the transaction; provided, however, that (A) such Limited Partners and Assignees shall not be required to give disproportionately greater or more onerous representations, warranties, indemnities or covenants than the Special Limited Partner or its Affiliates, (B) such Limited Partners and Assignees shall not be obligated to bear any Shareholder’s pro rata share of the outaggregate consideration payable to all Shareholders.
(4) If a Shareholder is deemed to have accepted the Drag Along Offer, the Shareholder will co-ofoperate 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 Directors as evidenced by a notice to such Shareholder, fails to reasonably co-pocket expensesoperate with the third party offeror or the Corporation in this regard, costs then the Secretary of the Corporation is deemed to be irrevocably constituted and appointed as the true and lawful attorney for the Shareholder (the “Forced Shareholder”) with authority to do all things and execute and deliver, on behalf of and in the name of the Shareholder, as more particularly set out in Article 10.
(5) If, at the time of closing, a Forced Shareholder does not complete the sale for any reason, the third party offeror shall have the right to deposit the purchase price for the Shares to be purchased and sold for the account of such Forced Shareholder (without withholding, deduction or fees (including attorneys’ feesset-off in any manner whatsoever, other than any withholding required or expressly permitted by applicable tax law) incurred by in an interest bearing account with the Partnership bankers of the Corporation in the name of the Forced Shareholder and that deposit shall constitute valid and effective payment of the purchase price to such Forced Shareholder. If payment of the purchase price is so deposited, then from and after the date of deposit, notwithstanding that certificates or its Affiliates in connection with such Applicable Sale unless and instruments evidencing the Shares may not have been delivered to the extent that such expenses, costs third party offeror:
(a) the purchase shall be deemed to have been fully completed and fees were incurred for the benefit records of the Partnership or all of its Partners, (C) such Limited Partners and Assignees shall not Corporation may be obligated or otherwise responsible for more than their proportionate share of any indemnities or other liabilities incurred by the Partnership and the Limited Partners as sellers in respect of such Applicable Sale, and (D) any indemnities or other liabilities approved by the Special Limited Partner or the General Partner shall be limited, in respect of each Limited Partner, to such Limited Partner’s share of the proceeds from the Applicable Sale.amended accordingly;
(b) At least five (5) Business Days before consummation of an Applicable Saleall right, title, benefit and interest, both at law and in equity, in and to the Special Limited Partner Shares shall (i) provide the Limited Partners be conclusively deemed to have been transferred and Assignees written notice (the “Applicable Sale Notice”) of such Applicable Sale, which notice shall contain (A) the name assigned to and address of become vested in the third party purchaserofferor; and
(c) all right, (B) the proposed purchase pricetitle, terms of payment benefit and other material terms and conditions interest of such purchaser’s offer, together with a copy Forced Shareholder and of any binding agreement with respect to other Person (other than the third party offeror) having an interest in such Applicable Sale Shares, legal or equitable, in any capacity whatsoever shall cease.
(6) If the Drag Along Offer contemplates a purchase and (C) notification sale of whether or not Shares, then upon completion of the Special Limited Partner has elected to exercise its Drag-Along Right and (ii) promptly notify the Limited Partners and Assignees of all proposed changes to such material terms and keep the Limited Partners and Assignees reasonably informed as to all material terms relating to such sale or contribution, and promptly deliver to the Limited Partners and Assignees copies third party offeror, the Shareholders will distribute the aggregate proceeds of all final material agreements relating thereto not already provided the sale among the Shareholders in according with the same manner that assets of the Corporation would be distributed upon a Liquidation Event.
(7) For certainty, any Transfer contemplated in this Section 7.4(bshall not be subject to Section 6.1 (Right of First Offer) or otherwise. The Special Limited Partner and shall provide the Limited Partners and Assignees written notice represent a permitted Transfer for purposes of the termination Section 5.1(1) of an Applicable Sale within five (5) Business Days following such termination, which notice shall state that the Applicable Sale Notice served with respect to such Applicable Sale is rescindedthis Agreement.
Appears in 1 contract
Samples: Shareholders Agreement
Drag-Along Rights. (a) If at any time From and after the Special Limited Partner and/or its Affiliates desire to Transfer in one or more transactions all or any portion of its and/or their Partnership Interests (or any beneficial interest therein) in an arm’s-length transaction to a bona fide third party that is not an Affiliate second anniversary of the Special Limited Partner (an “Applicable Sale”)Closing Date, if the TowerBrook Partners desire for the Partnership to sell Company Securities in, or otherwise consent to, vote in favor of or seek to effect a Change of Control Transaction, the Special Limited Partner can require each other Partner and Assignee TowerBrook Partners shall, subject to sell first complying with Section 6.4, have the same ratable share of its Partnership Interests as is being sold by right (the Special Limited Partner and such Affiliates (based upon the total Partnership Interests held by the Special Limited Partner and its Affiliates at such time) on the same terms and conditions (“Drag-Along Right”). The Special Limited Partner may in its sole discretion elect ) to compel and cause the General Partner and/or the Partnership to structure complete such Transfer (a “Drag-Along Transfer”); provided that any such Drag-Along Transfer shall apply to the Applicable Sale as a merger or consolidation or as a sale Ascension Allocable Securities and TowerBrook Allocable Securities pro rata to the number of the Partnership’s assets. If such Applicable Sale is structured Company Securities then held by each Series; provided, further, that:
(i) as any representations and warranties, if any, to be made by a merger or consolidationLimited Partner in connection with the proposed Drag-Along Transfer are limited to representations and warranties related to authority, then ownership, no conflicts, enforceability and the ability to convey title of the Company Securities;
(ii) no Limited Partner shall be liable for the inaccuracy of any representation or Assignee warranty made by any other Person in connection with the proposed Drag-Along Transfer, other than the Partnership (except to the extent that funds may be withheld from a holdback or paid out of an escrow established to cover breaches of representations, warranties and covenants of the Partnership as well as breaches by any Limited Partner of any of identical representations, warranties and covenants provided by all Limited Partners);
(iii) the liability for indemnification, if any, of any Limited Partner in the proposed Drag-Along Transfer and for the inaccuracy of any representations and warranties made by the Partnership in connection with such Drag-Along Transfer, is several and not joint with any other Person (except to the extent that funds may be withheld for a holdback or paid out of an escrow established to cover breaches of representations, warranties and covenants of the Partnership as well as breaches by any Limited Partner of any of identical representations, warranties and covenants provided by all Limited Partners), and is proportionate to each Limited Partner’s entitlement to the amount of aggregate consideration to be received in such proposed Drag-Along Transfer, determined in accordance with Section 8.1(a);
(iv) the liability of any Limited Partner shall have be limited to such Limited Partner’s applicable share (determined based on the proportion of each Limited Partner’s entitlement to the amount of aggregate consideration to be received in such proposed Drag-Along Transfer, determined in accordance with Section 8.1(a)) of a negotiated aggregate indemnification amount that applies to all Limited Partners and in no event exceeds the amount of aggregate consideration otherwise allocable to such Limited Partner in connection with such proposed Drag-Along Transfer, except that (i) liability with respect to breach of representations and warranties in (i) above shall be limited to the entire amount of aggregate consideration to be received in such proposed Drag-Along Transfer and (ii) liability with respect to claims related to fraud shall not be limited;
(v) upon the consummation of the proposed Drag-Along Transfer, (A) each Series that is a holder of any class or series of Company Securities will receive the same form and amount of consideration for their Company Securities of such class or series as is received by other Series in respect of such same class or series of Company Securities and (B) the aggregate consideration receivable, including any amounts that may be withheld for a holdback or paid out of an escrow, by each Limited Partner shall not be less than the amount that would be distributed to such Limited Partner in the event the proceeds of the proposed Drag-Along Transfer were allocated among the Limited Partners in accordance with Section 8.1(a); and
(vi) subject to clause (v) above, if the Partnership is given an option as to the form and amount of consideration to be received as a result of the proposed Drag-Along Transfer, all Limited Partners will be given the same option with respect to the Company Securities held by the Series with which they are associated.
(b) In the event that the Drag-Along Transfer is structured as a merger, consolidation or similar business combination, the Partnership shall exercise any voting rights attached to Company Securities in favor of the Drag-Along Transfer, except as provided in the proviso of Section 6.2(a).
(c) Upon exercise by the TowerBrook Partners of their Drag-Along Right, the Partnership and the Limited Partners associated with each Series shall take all necessary action necessary or desirable to enable the Partnership to consummate such Drag-Along Transfer expeditiously, including executing and delivering any documents reasonably requested by the TowerBrook Partners or Accretive, waiving any dissenters’ rights, appraisal rights or other similar rights in connection with such merger or consolidation or Drag-Along Transfer and giving any customary and reasonable representations and warranties.
(d) Upon consummation of the Drag-Along Transfer, the Partnership shall cause Series AS and Series TB to (i) Transfer a number of Ascension Allocable Securities and TowerBrook Allocable Securities proportional to the number of Company Securities then collectively held by Series AS and Series TB and (ii) as a sale of assets, then no Limited Partner may object to any subsequent liquidation or other distribution promptly distribute the proceeds of the proceeds therefrom. Each Limited Partner and Assignee agrees to consent to, and raise no objections against, an Applicable Sale. In the event of the exercise by the Special Limited Partner of its Drag-Along Right pursuant Transfer to this Section 7.4, each their respective Limited Partner and Assignee Partners.
(e) Each Series shall take all reasonably necessary and desirable actions approved by bear the Special Limited Partner in connection with the consummation of the Applicable Sale, including the execution of such agreements and such instruments and other actions reasonably necessary to provide customary and reasonable representations, warranties, indemnities, covenants, conditions and other agreements relating to such Applicable Sale and to otherwise effect the transaction; provided, however, that (A) such Limited Partners and Assignees shall not be required to give disproportionately greater or more onerous representations, warranties, indemnities or covenants than the Special Limited Partner or its Affiliates, (B) such Limited Partners and Assignees shall not be obligated to bear any share of the documented out-of-pocket expenses, costs or fees (including attorneys’ fees) and expenses incurred by the Partnership or its Affiliates in connection with such Applicable Sale unless and any Drag-Along Transfer pro rata to the extent that such expenses, costs and fees were incurred for the benefit Current Investment Percentage of the Partnership or all of its Partners, (C) such Limited Partners and Assignees shall not be obligated or otherwise responsible for more than their proportionate share of any indemnities or other liabilities incurred by the Partnership and the Limited Partners as sellers in respect of associated therewith upon such Applicable Sale, and (D) any indemnities or other liabilities approved by the Special Limited Partner or the General Partner shall be limited, in respect of each Limited Partner, to such Limited Partner’s share of the proceeds from the Applicable Sale.
(b) At least five (5) Business Days before consummation of an Applicable Sale, the Special Limited Partner shall (i) provide the Limited Partners and Assignees written notice (the “Applicable Sale Notice”) of such Applicable Sale, which notice shall contain (A) the name and address of the third party purchaser, (B) the proposed purchase price, terms of payment and other material terms and conditions of such purchaser’s offer, together with a copy of any binding agreement with respect to such Applicable Sale and (C) notification of whether or not the Special Limited Partner has elected to exercise its Drag-Along Right and (ii) promptly notify the Limited Partners and Assignees of all proposed changes to such material terms and keep the Limited Partners and Assignees reasonably informed as to all material terms relating to such sale or contribution, and promptly deliver to the Limited Partners and Assignees copies of all final material agreements relating thereto not already provided in according with this Section 7.4(b) or otherwise. The Special Limited Partner shall provide the Limited Partners and Assignees written notice of the termination of an Applicable Sale within five (5) Business Days following such termination, which notice shall state that the Applicable Sale Notice served with respect to such Applicable Sale is rescindedTransfer.
Appears in 1 contract
Samples: Limited Liability Limited Partnership Agreement (TCP-ASC ACHI Series LLLP)
Drag-Along Rights. (a) If at any time In the Special Limited Partner and/or its Affiliates desire to Transfer in one event that a sale or other ----------------- disposition of an Offered Interest or Shopped Interest would constitute a sale or other disposition of 50% or more transactions all or any portion of its and/or their Partnership Interests (or any beneficial interest therein) in an arm’s-length transaction to a bona fide third party that is not an Affiliate of the Special Limited outstanding Units, or otherwise constitute a Change of Control with respect to the Partnership, and none of the other Partners has timely elected to exercise the Right of First Refusal or Right of First Look, as applicable, then the Offering Partner or Shopping Partner, as applicable, can elect (an “Applicable Sale”)by delivery of written notice to the other Partners within 30 days after the expiration of the Offer Period or Shop Period, the Special Limited Partner can as applicable) to require each other Partner that has not timely elected to participate in the sale or other disposition transaction pursuant to Section 10.4 to participate in the sale or other disposition transaction, and Assignee require, as a condition to the closing of the transaction (the "Drag-Along Transaction"), that each such other Partner sell the same ratable share of its Partnership Interests as is being sold by the Special Limited Partner and such Affiliates (based upon the total Partnership Interests held by the Special Limited Partner and its Affiliates at such time) or dispose, on the same terms and conditions as is set forth for the Offered Interest in the Bona Fide Offer or as is given to the Shopping Partner for the Shopped Interest, as applicable, a portion of the total interest in the Partnership then held by such other Partners (“the "Drag-Along Right”). The Special Limited Partner may Interest") equal to a fraction thereof, the numerator of which is the interest in its sole discretion elect to cause the General Partner and/or the Partnership to structure represented by the Applicable Sale Offered Interest or Shopped Interest, as a merger or consolidation or as a sale applicable, and the denominator of which is the Partnership’s assets. If such Applicable Sale is structured (i) as a merger or consolidation, total interest in the Partnership then no Limited held by the Offering Partner or Assignee shall have any dissenters’ rightsShopping Partner, appraisal rights or similar rights in connection with as applicable. Notwithstanding the foregoing, such merger or consolidation or (ii) as a sale of assets, then no Limited Partner may object to any subsequent liquidation or other distribution of the proceeds therefrom. Each Limited Partner and Assignee agrees to consent to, and raise no objections against, an Applicable Sale. In the event of the exercise by the Special Limited Partner of its Drag-Along Right pursuant to this Section 7.4, each Limited Partner and Assignee shall take all reasonably necessary and desirable actions approved by the Special Limited Partner in connection with the consummation of the Applicable Sale, including the execution of such agreements and such instruments and other actions reasonably necessary to provide customary and reasonable representations, warranties, indemnities, covenants, conditions and other agreements relating to such Applicable Sale and to otherwise effect the transaction; provided, however, that (A) such Limited Partners and Assignees shall not be required to give disproportionately greater or more onerous representations, warranties, indemnities or covenants than participate in the Special Limited Partner or its Affiliates, (BDrag-Along Transaction unless the proposed purchaser(s) such Limited Partners and Assignees shall not be obligated agree to bear any share acquire all of the outDrag-of-pocket expenses, costs or fees (including attorneys’ fees) incurred by Along Interests on the Partnership or its Affiliates in connection with such Applicable Sale unless and to the extent that such expenses, costs and fees were incurred for the benefit of the Partnership or all of its Partners, (C) such Limited Partners and Assignees shall not be obligated or otherwise responsible for more than their proportionate share of any indemnities or other liabilities incurred by the Partnership and the Limited Partners as sellers in respect of such Applicable Sale, and (D) any indemnities or other liabilities approved by the Special Limited Partner or the General Partner shall be limited, in respect of each Limited Partner, to such Limited Partner’s share of the proceeds from the Applicable Sale.
(b) At least five (5) Business Days before consummation of an Applicable Sale, the Special Limited Partner shall (i) provide the Limited Partners and Assignees written notice (the “Applicable Sale Notice”) of such Applicable Sale, which notice shall contain (A) the name and address of the third party purchaser, (B) the proposed purchase price, terms of payment and other material same terms and conditions of such purchaser’s offer, together with a copy of any binding agreement with respect to such Applicable Sale and (C) notification of whether as is set forth for the Offered Interest in the Bona Fide Offer or not the Special Limited Partner has elected to exercise its Drag-Along Right and (ii) promptly notify the Limited Partners and Assignees of all proposed changes to such material terms and keep the Limited Partners and Assignees reasonably informed as to all material terms relating to such sale or contribution, and promptly deliver is given to the Limited Partners and Assignees copies of all final material agreements relating thereto not already provided in according with this Section 7.4(b) or otherwise. The Special Limited Shopping Partner shall provide for the Limited Partners and Assignees written notice of the termination of an Applicable Sale within five (5) Business Days following such terminationShopped Interest, which notice shall state that the Applicable Sale Notice served with respect to such Applicable Sale is rescindedas applicable.
Appears in 1 contract
Drag-Along Rights. (ai) If at any time the Special Limited General Partner and/or its Affiliates (excluding, for purposes of this Section 7.04(a), the Partnership and its Subsidiaries) desire to Transfer in one or more transactions all or any a sufficient portion of its and/or their Partnership Interests (or any beneficial interest therein) in an arm’s-length transaction to constitute a Change of Control to a bona fide third party that is not an Affiliate of the Special Limited General Partner (an “Applicable Sale”), the Special Limited General Partner can may require each other Partner and Assignee either (i) to sell the same ratable share of its Partnership Interests as is being sold by the Special Limited General Partner and such Affiliates (based upon the total Partnership Interests held by the Special Limited General Partner and its Affiliates at such time) on the same terms and conditions and/or (ii) to exchange its Interests pursuant to Section 11.01(b) (each, a “Drag-Along Right”). The Special Limited General Partner may in its sole discretion elect to cause the General Partner and/or the Partnership to structure the Applicable Sale as a merger or consolidation or as a sale of the Partnership’s assets. If such Applicable Sale is structured Assets.
(iii) as a merger or consolidation, then no Limited No Partner or Assignee shall have any dissenters’ rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) as a sale of assetsany Applicable Sale, then and no Limited Partner may object to any subsequent liquidation or other distribution of the proceeds therefromfrom an Applicable Sale that is a sale of Assets. Each Limited Partner and Assignee agrees to consent to, and raise no objections against, an Applicable Sale. In the event of the exercise by the Special Limited General Partner of its Drag-Along Right pursuant to this Section 7.4Section 7.04(a), each Limited Partner and Assignee shall take all reasonably necessary and desirable actions approved by the Special Limited General Partner in connection with the consummation of the Applicable Sale, including the execution of such agreements and such instruments and other actions reasonably necessary to provide customary and reasonable representations, warranties, indemnities, covenants, conditions and other agreements relating to such Applicable Sale and to otherwise effect the transaction; provided, however, that (A) such Limited Partners and Assignees shall not be required to give disproportionately greater or more onerous representations, warranties, indemnities indemnities, or covenants than the Special Limited General Partner or its Affiliates, (B) such Limited Partners and Assignees shall not be obligated to bear any share of the out-of-pocket expenses, costs costs, or fees (including attorneys’ fees) incurred by the Partnership or its Affiliates in connection with such Applicable Sale unless and to the extent that such expenses, costs costs, and fees were incurred for the benefit of the Partnership or all of its Partners, (C) such Limited Partners and Assignees shall not be obligated or otherwise responsible for more than their proportionate share shares of any indemnities or other liabilities incurred by the Partnership and the Limited Partners as sellers in respect of such Applicable Sale, and (D) any indemnities or other liabilities approved by the Special Limited Partner or the General Partner shall be limited, in respect of each Limited Partner, to such Limited Partner’s share of the proceeds from the Applicable Sale.
(biii) At least five (5) Business Days before consummation of an Applicable Sale, the Special Limited General Partner shall (i) provide the Limited Partners and Assignees written notice (the “Applicable Sale Notice”) of such the Applicable Sale, which notice shall contain (A) the name and address of the third third-party purchaser, (B) the proposed purchase price, terms of payment payment, and other material terms and conditions of such the purchaser’s offer, together with a copy of any binding agreement with respect to such the Applicable Sale and (C) notification of whether or not the Special Limited General Partner has elected to exercise its Drag-Along Right and (ii) promptly notify the Limited Partners and Assignees of all proposed changes to such the material terms and keep the Limited Partners and Assignees reasonably informed as to all material terms relating to such sale the Applicable Sale or contribution, and promptly deliver to the Limited Partners and Assignees copies of all final material agreements relating thereto to the Applicable Sale not already provided in according accordance with this Section 7.4(b7.4(a)(iii) or otherwise. The Special Limited General Partner shall provide the Limited Partners and Assignees written notice of the termination of an Applicable Sale within five (5) Business Days following such termination, which notice shall state that the Applicable Sale Notice served with respect to such Applicable Sale is rescinded.
Appears in 1 contract
Samples: Limited Partnership Agreement (Excelerate Energy, Inc.)
Drag-Along Rights. (a) If A Drag-Along Transaction with an Independent Third Party counterparty or counterparties may be initiated solely in compliance with this Section 7.6 at any time by the Special Limited Partner and/or its Affiliates desire General Partner.
(b) In connection with any Drag-Along Transaction properly initiated pursuant to Transfer in one or more transactions all or any portion of its and/or their Partnership Interests (or any beneficial interest therein) in an arm’s-length transaction to a bona fide third party that is not an Affiliate of the Special Limited Partner (an “Applicable Sale”Section 7.6(a), and subject to the Special Limited Partner can require each other Partner and Assignee to sell the same ratable share of its Partnership Interests as is being sold by the Special Limited Partner and such Affiliates (based upon the total Partnership Interests held by the Special Limited Partner and its Affiliates at such time) on the same terms and conditions (“set forth in this Section 7.6, the General Partner and all other holders of Interests entitled to consent thereto shall consent to and raise no objections against the consummation of the Drag-Along Right”). The Special Limited Partner may in its sole discretion elect to cause Transaction, and if the General Partner and/or the Partnership to structure the Applicable Sale as a merger or consolidation or as a sale of the Partnership’s assets. If such Applicable Sale Drag-Along Transaction is structured (i) as a consolidation, conversion, merger or consolidationother business combination, then no Limited Partner or Assignee a sale or other disposition or exchange of all or substantially all of the assets of the Partnership, each holder of Interests entitled to vote thereon shall have vote in favor of the Drag-Along Transaction and shall waive any dissenters’ rights, appraisal rights or similar rights rights, if any, in connection with such merger consolidation, conversion, merger, other business combination or consolidation asset sale, or (ii) as a sale of assets, then no Limited Partner may object to any subsequent liquidation or other distribution all of the proceeds therefrom. Each Limited Interests, the General Partner and Assignee agrees each other holder of Interests shall agree to consent to, and raise no objections against, an Applicable Sale. In the event of the exercise by the Special Limited Partner sell all of its Interests on the terms and conditions of such Drag-Along Right pursuant to this Section 7.4, each Limited Partner and Assignee Transaction. All other holders of Interests shall promptly take all actions that are reasonably necessary and desirable actions approved by the Special Limited Partner in connection with the consummation of the Applicable SaleDrag-Along Transaction reasonably requested by the General Partner, including the execution of such agreements and such other instruments and other actions reasonably necessary to (A) provide customary and reasonable representations, warranties, indemnities, covenants, conditions and other agreements escrow or holdback arrangements relating to such Applicable Sale Drag-Along Transaction (in each case, subject to Sections 7.6(c)(v), 7.6(c)(vi) and to otherwise effect the transaction; provided7.6(c)(vii)), however, that (A) such Limited Partners and Assignees shall not be required to give disproportionately greater or more onerous representations, warranties, indemnities or covenants than the Special Limited Partner or its Affiliates, (B) such Limited Partners and Assignees shall not be obligated to bear any share of the out-of-pocket expenses, costs or fees (including attorneys’ fees) incurred by the Partnership or its Affiliates in connection with such Applicable Sale unless and each case to the extent that each other holder of Interests is similarly obligated except as otherwise provided for herein, and (B) effectuate the allocation and distribution of the aggregate consideration upon the Drag-Along Transaction as set forth in Section 7.6(c). The holders of Common Units shall be permitted to sell their Common Units pursuant to any Drag-Along Transaction without complying with any other provisions of this Article 7.
(c) Notwithstanding anything herein to the contrary, the obligations of the holders of Interests pursuant to this Section 7.6 are subject to the following terms and conditions:
(i) if the consideration payable in respect of such expensesDrag-Along Transaction (A) consists solely of cash and/or Marketable Securities then, subject to Section 7.6(a)(ii), each holder of Common Units will receive the same consideration for each Common Unit in such Drag-Along Transaction or (B) consists of items other than cash or Marketable Securities, then, subject to Section 7.6(a)(ii), each holder of Common Units will receive the same value (as such value is determined in accordance with Section 7.6(a)(iii)) of consideration for each Common Unit in such Drag-Along Transaction;
(ii) the consideration payable with respect to the Investor Common Units shall consist solely of cash and/or Marketable Securities and the aggregate value of the consideration payable with respect to the Investor Common Units shall equal or exceed the Minimum Investor Return; provided that in determining whether the Minimum Investor Return shall have been achieved, any Marketable Security to be received in respect of the Investor Common Units shall be valued at 90% of the VWAP price of such Marketable Security;
(iii) if the General Partner proposes a Drag-Along Transaction that involves either (x) the receipt by the General Partner or any of its Affiliates of consideration in a form that is different from the consideration payable with respect to the Investor Common Units or (y) the sale to the acquiror in the Drag-Along Transaction by the General Partner or any of its Affiliates of any assets other than the Interests, then in the case of clause (x) the General Partner shall be entitled to value such forms of consideration based on the General Partner’s good faith determination of the relative Fair Market Value of such forms of consideration and in the case of clause (y) the General Partner shall be entitled to allocate consideration among the Interests and such other assets based on the General Partner’s good faith determination of the relative Fair Market Value of the Interests and such other assets; provided that, notwithstanding the foregoing, no value shall be allocated to the General Partner Interest unless at the applicable time the Partnership (or its Subsidiary) is the general partner of the MLP, in which case the General Partner Interest shall be allocated a value as though it were an asset other than an “Interest” as determined in accordance with this Section 7.6(a)(iii). The General Partner shall provide notice to each of the Limited Partners of its determinations at least twenty (20) Business Days prior to the closing of the Drag-Along Transaction. If the Investor Partners (acting by approval of Investor Partners owning a majority of the Common Units held by the Investor Partners) provide the General Partner with a notice in good faith disputing the General Partner’s allocation of value to the forms of consideration or the assets, as the case may be, and proposing an alternate allocation with reasonable supporting analysis at least ten (10) Business Days prior to the closing of the Drag-Along Transaction (a “Dispute Notice”, the Investor Partners (acting by approval of Investor Partners owning a majority of the Common Units held by the Investor Partners), on the one hand, and the General Partner, on the other hand, will cooperate in good faith to promptly agree on the relative Fair Market Value of such consideration or such assets, as the case may be. If they are unable to agree at least two (2) Business Days prior to the closing of the Drag-Along Transaction, then either party may give notice to the other party prior to the closing of the Drag-Along Transaction to cause the parties to cooperate in good faith to mutually select and engage one reputable national or regional investment bank or valuation firm with experience in the valuation of oil and gas assets (which valuation firm will not have, or have had, a material business relationship with the any of the Investor Partners, the General Partner or their respective Affiliates) to determine the relative Fair Market Value of the consideration to be paid in the Drag-Along Transaction or the assets being sold in the Drag-Along Transaction, as the case may be, within thirty (30) days of being engaged by the parties, in which case such determination shall be final and binding on the parties and all of the holders of Common Units absent manifest error, and the costs and fees were incurred for expense of such valuation firm will be borne equally by the benefit Investor Partners, on the one hand, and the General Partner, on the other hand. The Drag-Along Transaction may close prior to the resolution of any such dispute with the amount of consideration subject to dispute placed in a customary escrow account (or other arrangement mutually agreed on by the General Partner and the Investor Partners (acting by approval of Investor Partners owning a majority of the Common Units held by the Investor Partners)) until such dispute is finally resolved.
(iv) the Partnership or all of its Partnersshall bear the reasonable, (C) such Limited Partners and Assignees shall not be obligated or otherwise responsible for more than their proportionate share of any indemnities or other liabilities documented costs incurred by the Partnership and the Limited Partners reasonable, documented, out-of-pocket third party costs incurred by the holders of the Common Units in connection with any Drag-Along Transaction or any discontinued Drag-Along Transaction;
(v) no holder of Interests shall be required to provide any representations, warranties or indemnities under any agreements entered into in connection with the Drag-Along Transaction, other than customary (including with respect to qualifications) several (and not joint) representations, warranties and indemnities concerning: (1) such holder’s valid title to and ownership of the Interests, free and clear of all liens, claims and encumbrances (excluding those arising under applicable securities laws); (2) such holder’s authority, power and right to enter into and consummate the Drag-Along Transaction; (3) the absence of any violation, default or acceleration of any agreement to which such holder is subject or by which its assets are bound as sellers a result of the Drag-Along Transaction; (4) the absence of, or compliance with, any governmental or third party consents, approvals, filings or notifications required to be obtained or made by such holder in connection with the Drag-Along Transaction (and then only to the extent that each other holder of Interests provides similar representations, warranties and indemnities with respect to the Interests held by such holder of Interests) and (5) the payment of all taxes that are the responsibility of such holder, but for which the Partnership may be liable (collectively, the “Fundamental Representations”);
(vi) no holder of Interests shall be obligated in respect of any indemnity obligations in such Applicable SaleDrag-Along Transaction other than with respect to the customary representations, warranties and indemnities made on a several (and not joint) basis (subject to Section 7.6(c)(vii)) and referred to in this Section 7.6(c)(vi);
(vii) consideration placed in escrow or holdback shall be allocated among holders of Common Units such that if the acquirer in the Drag-Along Transaction ultimately is entitled to some or all of such escrow or holdback amounts, then the net ultimate proceeds received by such holders shall still comply with the intent of Section 7.6(c)(ii) (including the payment to the applicable holders of the Minimum Investor Return with respect to their Investor Common Units) as if the ultimate resolution of such escrow or holdback had been known at the closing of the Drag-Along Transaction;
(viii) no holder of Interests shall be liable for any amount (in the aggregate under all transaction documents entered into with respect to such Drag-Along Transaction) in excess of the Fair Market Value of any consideration received by such holder of the Interests. All liabilities among the sellers of the Interests shall be several liabilities and not joint and several (subject to Section 7.6(c)(v));
(ix) no Partner shall be obligated to be subject to any non-competition, non-solicitation or similar restrictive covenant in connection a Drag-Along Transaction (provided that the Partners will agree to be bound by customary confidentiality restrictions similar to the restrictions set forth in Section 10.3);
(x) the total proceeds (net of any escrow, holdback or similar contractual arrangement) payable, directly or indirectly, in connection with the Drag-Along Transaction (excluding amounts that are any portion of the purchase price attributable to the assumption of any obligations or liabilities of the Partnership by the Transferee in the Drag-Along Transaction) shall be applied as follows: (A) first, regardless of the form of the Drag-Along Transaction, to satisfy all out-of-pocket costs, expenses and fees payable by the Partnership in connection with such Drag-Along Transaction, including the reasonable, documented out-of-pocket fees and expenses of counsel incurred by the Partnership arising in connection with the review, preparation, execution, delivery and performance by the Partners of any agreement, waiver or consent required to effect such transaction; (B) second, to satisfy, or to establish adequate reserves in respect of, all liabilities and obligations of the Partnership, at their face value, without a premium, including interest thereon at the applicable rate, to the extent not assumed by the Transferee in the Drag-Along Transaction; and (DC) third, to the Partners in accordance with Section 7.6(c)(i); and
(xi) no Transfer of the Common Units shall occur until the applicable holder of the Common Units has simultaneously received in full the applicable purchase price for such Common Units subject to any indemnities escrow or holdback permitted by this Section 7.6(c).
(d) Notwithstanding anything to the contrary in this Section 7.6, (i) if the consideration proposed to be paid to the holders of Interests in a Drag-Along Transaction includes securities with respect to which no registration statement covering the issuance of such securities has been declared effective under the Securities Act, then each of the holders of Interests that is not then an Accredited Investor (without regard to Rule 501(a)(4)) may be required, at the request and election of the General Partner, to (A) at the cost of the Partnership, appoint a purchaser representative (as such term is defined in Rule 501 under the Securities Act) reasonably acceptable to such requesting holders or (B) accept cash in lieu of any securities such non-Accredited Investor would otherwise receive in an amount equal to the Fair Market Value of such securities.
(e) Subject to the other liabilities approved by the Special Limited Partner or terms of this Section 7.6, the General Partner shall be limitedentitled to take all steps reasonably necessary to carry out an auction of the Partnership pursuant to a potential Drag-Along Transaction, including selecting an investment bank, providing confidential information (pursuant to confidentiality agreements), selecting the winning bidder and negotiating the requisite documentation.
(f) Each Partner hereby makes, constitutes and appoints the General Partner, with full power of substitution and re-substitution, its true and lawful attorney, for it and in its name, place and stead and for its use and benefit, to act as its proxy in respect of each Limited Partner, any vote or approval of Partners required to such Limited Partner’s share of the proceeds from the Applicable Sale.
(b) At least five (5) Business Days before consummation of an Applicable Sale, the Special Limited Partner shall (i) provide the Limited Partners and Assignees written notice (the “Applicable Sale Notice”) of such Applicable Sale, which notice shall contain (A) the name and address of the third party purchaser, (B) the proposed purchase price, terms of payment and other material terms and conditions of such purchaser’s offer, together with a copy of any binding agreement with respect give effect to such Applicable Sale and (C) notification of whether or not the Special Limited Partner has elected to exercise its Drag-Along Right and (ii) promptly notify the Limited Partners and Assignees of all proposed changes to such material terms and keep the Limited Partners and Assignees reasonably informed as to all material terms relating to such sale or contribution, and promptly deliver to the Limited Partners and Assignees copies of all final material agreements relating thereto not already provided in according with this Section 7.4(b) or otherwise7.6. The Special Limited Partner shall provide the Limited Partners proxy granted pursuant to this Section 7.6 is a proxy coupled with an interest and Assignees written notice of the termination of an Applicable Sale within five (5) Business Days following such termination, which notice shall state that the Applicable Sale Notice served with respect to such Applicable Sale is rescindedirrevocable.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Rice Energy Inc.)
Drag-Along Rights. Doc#: US1:12304907v9
(a) If at any time the Special Limited Partner and/or its Affiliates desire to Transfer in one or more transactions all Limited Partners (each, a “Transferring Limited Partner”) propose to Transfer Units and corresponding shares of Class B Common Stock or any portion of its and/or their Partnership Interests (or any beneficial interest therein) in an arm’s-length transaction to a bona fide third party other security that is not an Affiliate subsequently paired with the Units (collectively, the “Paired Interests”) representing, at the time of such Transfer, 50% or more of the Special Limited Partner aggregate issued and outstanding Paired Interests that are not held by TMHC or its subsidiaries (an a “Applicable Drag-Along Sale”), then the Special Limited General Partner can shall have the right (the “Drag-Along Right”) to require each other Limited Partner and Assignee (each, a “Drag-Along Seller”) to sell Transfer all of such Limited Partner’s Paired Interests in such Drag-Along Sale for the same ratable share amount per Paired Interest and form of its Partnership Interests as is being sold by consideration (and with the Special Limited Partner same rights to elect certain forms of consideration, if applicable) and such Affiliates (based upon the total Partnership Interests held by the Special Limited Partner and its Affiliates at such time) on the same terms and conditions as the Transferring Limited Partners (“including customary representations, covenants, indemnities and agreements, as applicable). In the event that the General Partner exercises the Drag-Along Right”Right set forth in this Section 11.7(a). The Special Limited Partner may in its sole discretion elect , each Drag-Along Seller shall further be required to cause the General Partner and/or the Partnership to structure the Applicable Sale as a merger or consolidation or as a sale of the Partnership’s assets. If such Applicable Sale is structured (i) as a merger or consolidation, then no Limited Partner or Assignee shall have any dissenters’ rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) as a sale of assets, then no Limited Partner may object consent to any subsequent liquidation or other distribution of the proceeds therefrom. Each Limited Partner and Assignee agrees to consent to, and raise no objections against, an Applicable Sale. In the event of the exercise by the Special Limited Partner of its to such Drag-Along Right pursuant Sale, (ii) waive any dissenters’, appraisal or other similar rights that it may have in connection therewith, (iii) make the same representations and warranties as the Transferring Limited Partners, including with respect to this Section 7.4broker’s fees, each non-contravention, such Limited Partner Partner’s authority to consummate such sale and Assignee shall its title to the Paired Interests being sold or contributed, as applicable, and (iv) take all other actions reasonably necessary and or desirable actions approved by the Special Limited Partner in connection with to cause the consummation of the Applicable such Drag-Along Sale, including the execution and delivery of such agreements and such instruments and any purchase agreement, contribution agreement, stock powers or other actions reasonably necessary documentation required by the transferee to provide customary and reasonable representations, warranties, indemnities, covenants, conditions and other agreements relating consummate the transaction (which documentation shall be on terms no less favorable in any material respect to such Applicable Sale and the Drag-Along Sellers with respect to otherwise effect their Paired Interests than those executed by the transaction; provided, however, that (A) such Transferred Limited Partners and Assignees shall not be required to give disproportionately greater or more onerous representationsparticipating in such Drag-Along Sale). For the avoidance of doubt, warranties, indemnities or covenants than the Special no Limited Partner or its Affiliatesis entitled to dissenters’, (B) such Limited Partners and Assignees shall not be obligated to bear any share of the out-of-pocket expenses, costs or fees (including attorneys’ fees) incurred by the Partnership or its Affiliates in connection with such Applicable Sale unless and to the extent that such expenses, costs and fees were incurred for the benefit of the Partnership or all of its Partners, (C) such Limited Partners and Assignees shall not be obligated or otherwise responsible for more than their proportionate share of any indemnities appraisal or other liabilities incurred by the Partnership and the Limited Partners as sellers in similar rights with respect of such Applicable Sale, and (D) to any indemnities or other liabilities approved by the Special Limited Partner or the General Partner shall be limited, in respect of each Limited Partner, to such Limited Partner’s share of the proceeds from the Applicable SaleUnits.
(b) At least five (5) Business Days before consummation of an Applicable SaleIn the event that the General Partner exercises the Drag-Along Right set forth in Section 11.7(a), the Special Limited General Partner shall (i) provide give notice of the Limited Partners and Assignees written notice (applicable Transfer to each Drag-Along Seller at any time prior to the “Applicable Sale Notice”) closing of such Applicable the Drag-Along Sale, which notice shall contain (A) the name be deemed validly given if such Transfer is publicly announced, notwithstanding Section 17.2. All determinations as to whether to complete any Drag-Along Sale and address of the third party purchaseras to timing, (B) the proposed purchase price, terms of payment manner and other material terms and conditions of such purchaser’s offer, together with a copy transaction shall be at the discretion of any binding agreement with respect to such Applicable Sale and the General Partner.
(Cc) notification of whether or not the Special Limited Partner has elected to exercise its Each Drag-Along Right Seller hereby constitutes and appoints the General Partner, with full power of substitution and resubstitution, as the true and lawful attorney-in-fact for such Drag-Along Seller and in such Drag-Along Seller’s name, place and stead and for such Drag-Along Seller’s use and benefit, to sign, execute, certify, acknowledge, swear to, file, deliver and record any and all agreements, certificates, instruments and other documents (iiincluding, for the avoidance of doubt, any contribution agreement and documents contemplated thereby) promptly notify which the Limited Partners General Partner may deem reasonably necessary, desirable or appropriate, and Assignees to take any other action reasonably necessary or advisable, for the purposes of effecting expeditiously any Drag-Along Sale and the transfer of the Drag-Along Seller’s Paired Interests in connection with such Drag-Along Sale. This power of attorney is granted to secure obligations owed to the General Partner and/or a proprietary interest of the General Partner and is irrevocable; may be exercised by any such attorney-in-fact by listing the Drag-Along Seller executing any agreement, certificate, instrument or other document with the single signature of any such attorney-in-fact acting as attorney-in-fact for such Drag-Along Seller; shall survive the death, disability, legal incapacity, bankruptcy, insolvency, dissolution or cessation of existence of such Drag-Along Seller; and shall survive the Transfer by a Drag-Along Seller of all proposed changes or any portion of such Drag-Along Seller’s Paired Interests.
(d) The closing of the Drag-Along Sale shall be held at such place and on such date as determined by the General Partner and the transferee. Upon the consummation of the Drag-Along Sale, the transferee shall remit directly to each Drag-Along Seller the consideration for such material terms Drag-Along Seller’s Units Transferred pursuant to this Section 11.7 less such Drag-Along Seller’s pro rata share of the expenses of the transaction incurred on behalf of all Drag-Along Sellers including legal, accounting and keep investment banking fees and expenses, such determination of expenses to be determined in good faith by the Limited Partners and Assignees reasonably informed as to all material terms General Partner; provided, that each Drag-Along Seller shall be responsible for its own legal fees relating to such sale or contributiontransaction, as applicable. Upon the closing of any Drag-Along Sale to which this Section 11.7 applies, the Drag-Along Sellers or, pursuant to the power of attorney described in Section 11.7(c), the General Partner on behalf of the Drag-Along Sellers, shall deliver duly executed instruments of assignment from such Drag-Along Sellers in respect of the Paired Interests to the transferee in the Drag-Along Sale, in form and substance reasonably satisfactory to the transferee in the Drag-Along Sale, and promptly deliver any other documents as are deemed necessary by the General Partner or the transferee in the Drag-Along Sale for the proper transfer of such Paired Interests.” Doc#: US1:12304907v9
5. Except as amended and modified hereby, the terms and provisions of the Agreement remain in full force and effect. Any reference herein to the Limited Partners Agreement and Assignees copies of all final material agreements relating thereto not already provided in according with any future reference to the Agreement shall be deemed to be a reference to the Agreement as amended by this Section 7.4(b) Amendment and as the same may, from time to time, be hereafter further amended or otherwisemodified.
6. The Special Limited Partner shall provide This Amendment is made pursuant to and is governed by the Limited Partners and Assignees written notice laws of the termination of an Applicable Sale within five (5) Business Days following such termination, which notice shall state that the Applicable Sale Notice served with respect to such Applicable Sale is rescindedCayman Islands.
Appears in 1 contract
Samples: Agreement of Exempted Limited Partnership (Taylor Morrison Home Corp)
Drag-Along Rights. (a) If at any time the Special Limited Partner Managing Member and/or its Affiliates desire to Transfer in one or more transactions all or any portion of its and/or their Partnership Membership Interests (or any beneficial interest therein) in an arm’s-length transaction to a bona fide third party that is not an Affiliate of the Special Limited Partner Managing Member (an “Applicable Sale”), the Special Limited Partner can Managing Member may require each other Partner Member and Assignee to sell the same ratable share of its Partnership Membership Interests as is being sold by the Special Limited Partner Managing Member and such Affiliates (based upon the total Partnership Membership Interests held by the Special Limited Partner Managing Member and its Affiliates at such time) on the same terms and conditions (“Drag-Along Right”). The Special Limited Partner Managing Member may in its sole discretion elect to cause the General Partner Managing Member and/or the Partnership Company to structure the Applicable Sale as a merger or consolidation or as a sale of the PartnershipCompany’s assets. If such Applicable Sale is structured (i) as a merger or consolidation, then no Limited Partner Member or Assignee shall have any dissenters’ rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) as a sale of assets, then no Limited Partner Member may object to any subsequent liquidation or other distribution of the proceeds therefrom. Each Limited Partner Member and Assignee agrees to consent to, and raise no objections against, an Applicable Sale. In the event of the exercise by the Special Limited Partner Managing Member of its Drag-Along Right pursuant to this Section 7.4, each Limited Partner Member and Assignee shall take all reasonably necessary and desirable actions approved by the Special Limited Partner Managing Member in connection with the consummation of the Applicable Sale, including the execution of such agreements and such instruments and other actions reasonably necessary to provide customary and reasonable representations, warranties, indemnities, covenants, conditions and other agreements relating to such Applicable Sale and to otherwise effect the transaction; provided, however, that (A) such Limited Partners Members and Assignees shall not be required to give disproportionately greater or more onerous representations, warranties, indemnities or covenants than the Special Limited Partner Managing Member or its Affiliates, (B) such Limited Partners Members and Assignees shall not be obligated to bear any share of the out-of-pocket expenses, costs or fees (including attorneys’ fees) incurred by the Partnership Company or its Affiliates in connection with such Applicable Sale unless and to the extent that such expenses, costs and fees were incurred for the benefit of the Partnership Company or all of its PartnersMembers, (C) such Limited Partners Members and Assignees shall not be obligated or otherwise responsible for more than their proportionate share of any indemnities or other liabilities incurred by the Partnership Company and the Limited Partners Members as sellers in respect of such Applicable Sale, and (D) any indemnities or other liabilities approved by the Special Limited Partner or the General Partner Managing Member shall be limited, in respect of each Limited PartnerMember, to such Limited PartnerMember’s share of the proceeds from the Applicable Sale.
(b) At least five (5) Business Days before consummation of an Applicable Sale, the Special Limited Partner Managing Member shall (i) provide the Limited Partners Members and Assignees written notice (the “Applicable Sale Notice”) of such Applicable Sale, which notice shall contain (A) the name and address of the third party purchaser, (B) the proposed purchase price, terms of payment and other material terms and conditions of such purchaser’s offer, together with a copy of any binding agreement with respect to such Applicable Sale and (C) notification of whether or not the Special Limited Partner Managing Member has elected to exercise its Drag-Along Right and (ii) promptly notify the Limited Partners Members and Assignees of all proposed changes to such material terms and keep the Limited Partners Members and Assignees reasonably informed as to all material terms relating to such sale or contribution, and promptly deliver to the Limited Partners Members and Assignees copies of all final material agreements relating thereto not already provided in according accordance with this Section 7.4(b) or otherwise. The Special Limited Partner shall provide the Limited Partners and Assignees written notice of the termination of an Applicable Sale within five (5) Business Days following such termination, which notice shall state that the Applicable Sale Notice served with respect to such Applicable Sale is rescinded.)
Appears in 1 contract
Samples: Limited Liability Company Agreement (Wayne Farms, Inc.)
Drag-Along Rights. (a) If at At any time the Special Limited a Partner and/or its Affiliates desire to Transfer in one or more transactions all or any portion of its and/or their Partnership Interests (or any beneficial interest therein) in an arm’sproposes a Drag-length transaction to Along Transaction and if such proposed Drag-Along Transaction has been approved by a bona fide third party that is not an Affiliate Supermajority Interest of the Special Limited Partner Partners (any such approved Drag-Along Transaction, an “Applicable Approved Sale”), then all Partners shall consent to and raise no objections against the Special Limited Partner can require each other Partner Approved Sale, and Assignee to sell if the same ratable Approved Sale is structured as (i) a merger, share of its Partnership Interests as is being sold by the Special Limited Partner and such Affiliates (based upon the total Partnership Interests held by the Special Limited Partner and its Affiliates at such time) on the same terms and conditions (“Drag-Along Right”). The Special Limited Partner may in its sole discretion elect to cause the General Partner and/or the Partnership to structure the Applicable Sale as a merger exchange or consolidation of the Partnership, or as a sale of all or substantially all of the assets of the Partnership’s assets. If such Applicable , each Partner shall vote in favor of the Approved Sale is structured (i) as a merger or consolidation, then no Limited Partner or Assignee and shall have waive any dissenters’ dissenters rights, appraisal rights or similar rights in connection with such merger merger, consolidation or consolidation asset sale, or (ii) as a sale of assetsUnits, then no Limited Partner may object the Partners shall agree to any subsequent liquidation or other distribution sell all their respective Units which are the subject of the proceeds therefrom. Each Limited Partner Approved Sale, on the terms and Assignee agrees to consent to, and raise no objections against, an Applicable conditions of such Approved Sale. In the event of the exercise by the Special Limited Partner of its Drag-Along Right pursuant to this Section 7.4, each Limited Partner and Assignee The Partners shall promptly take all reasonably necessary and desirable actions approved by the Special Limited Partner in connection with the consummation of the Applicable Approved Sale, including the execution of such agreements and such instruments and other actions reasonably necessary to (A) provide customary and reasonable representations, warranties, indemnities, covenants, conditions and other agreements escrow arrangements relating to such Applicable Approved Sale and to otherwise effect the transaction; provided, however, that (A) such Limited Partners and Assignees shall not be required to give disproportionately greater or more onerous representations, warranties, indemnities or covenants than the Special Limited Partner or its Affiliates, (B) such Limited Partners effectuate the allocation and Assignees shall not be obligated to bear any share distribution of the out-aggregate consideration upon the Approved Sale. The Partners shall be permitted to sell their respective Units pursuant to an Approved Sale without complying with any other provisions of this ARTICLE IX of this Agreement. In furtherance of-pocket expenses, costs or fees (including attorneys’ fees) incurred by the Partnership or its Affiliates in connection with such Applicable Sale unless and but only to the extent that such expensesa Partner breaches its obligations under, costs and fees were incurred for the benefit this Section 9.3, each of the Partnership or all of its Partners, Partners hereby (Ci) such Limited Partners and Assignees shall not be obligated or otherwise responsible for more than their proportionate share of any indemnities or other liabilities incurred irrevocably appoints the officer duly authorized by the Partnership and the Limited Partners as sellers in respect of such Applicable Sale, and (D) any indemnities or other liabilities approved by the Special Limited Partner or the General Partner shall be limited, in respect of each Limited Partner, to such Limited Partner’s share of the proceeds from the Applicable Sale.
(b) At least five (5) Business Days before consummation of an Applicable Sale, the Special Limited Partner shall (i) provide the Limited Partners as its agent and Assignees written notice attorney-in-fact (the “Applicable Sale NoticeAgent”) (with full power of such Applicable Salesubstitution) to execute all agreements, which notice shall contain (A) the name instruments and address of the third party purchaser, (B) the proposed purchase price, terms of payment certificates and other material terms and conditions of such purchaser’s offer, together with a copy of take all actions necessary or desirable to effectuate any binding agreement with respect to such Applicable Approved Sale and (C) notification of whether or not the Special Limited Partner has elected to exercise its Drag-Along Right hereunder; and (ii) promptly notify the Limited Partners and Assignees of all proposed changes to such material terms and keep the Limited Partners and Assignees reasonably informed as to all material terms relating to such sale or contribution, and promptly deliver grants to the Limited Partners Agent a proxy (which shall be deemed to be coupled with an interest and Assignees copies irrevocable) to vote the Units held by such Partner in favor of all final material agreements relating thereto not already provided in according with this Section 7.4(b) or otherwise. The Special Limited Partner shall provide the Limited Partners and Assignees written notice of the termination of an Applicable any Approved Sale within five (5) Business Days following such termination, which notice shall state that the Applicable Sale Notice served with respect to such Applicable Sale is rescindedhereunder.
Appears in 1 contract
Samples: Limited Partnership Agreement (Armstrong Resource Partners, L.P.)
