Drag-Along Sale. (a) In the event that Stockholders holding a majority of the then outstanding shares of Common Stock (“Drag-Along Sellers”) propose to effect a Drag-Along Sale, the Drag-Along Sellers shall have the right (a “Drag-Along Right”) to require each of the other Stockholders to Transfer their Shares in such Drag-Along Sale in accordance with this Section 5.1. Such Drag-Along Sellers shall give written notice of such Drag-Along Sale (a “Drag-Along Notice”) to the Company, and the Company shall deliver such notice to each of the other Stockholders, at least ten Business Days prior to the closing of such Drag-Along Sale, which notice shall state that such Drag-Along Sellers desire the Dragged Stockholders to enter into such Drag-Along Sale and shall include the following information with respect to the proposed Drag-Along Sale: (i) the names of all of the parties thereto, (ii) a summary of the material terms and conditions thereof and (iii) the proposed amount and form of consideration to be received by the Drag-Along Sellers and Dragged Stockholders, whereupon all Drag-Along Sellers, Dragged Stockholders and the Company (as applicable) shall consent to, cooperate with, and not object to or otherwise impede consummation of the Drag-Along Sale. In the event that the Drag-Along Sale is structured as a merger or consolidation, each Dragged Stockholder shall vote its Shares to approve such merger or consolidation, whether at a meeting of Stockholders or by written consent of Stockholders in lieu of a meeting. In the event that the Drag-Along Sale is structured as a sale of all of the outstanding Shares, then each Dragged Stockholder shall agree to sell, and shall sell, all of its Shares and any other rights to acquire Shares, on the terms and conditions set forth in the Drag-Along Notice. In the event that the Drag-Along Sale is structured as a sale, transfer or other disposition of all or substantially all of the assets or business of the Company, then each Dragged Stockholder shall vote its Shares to approve such sale and any subsequent dissolution or winding up of the Company or other distribution of the proceeds therefrom, whether at a meeting of Stockholders or by written consent of Stockholders in lieu of a meeting, with respect to the sale, transfer or other disposition of assets. In furtherance of the foregoing, each Dragged Stockholder shall (x) waive all dissenter’s rights, appraisal rights and similar rights in connection with such Drag-Along Sale, and (y) t...
Drag-Along Sale. 5.1 Each Shareholder shall take all actions reasonably requested by Parent in order to consummate the Transactions as a Drag-Along Sale (as defined below) in accordance with Article 6.4 of the Company’s Second Amended and Restated Memorandum and Articles of Association (the “Articles”), including (i) executing and delivering all such other agreements, notices, certificates, instruments or documents as Parent may reasonably request in order to consummate such Drag-Along Sale and (ii) allowing Parent to execute and deliver, in each such Shareholder’s name and on its behalf, any notice of such Drag-Along Sale required under Article 6.2 of the Articles.
Drag-Along Sale. (a) If, at any time prior to an Qualified Initial Public Offering and starting from the fifth (5th) anniversary of the date hereof, the holder(s) of at least two-thirds (2/3) of the outstanding Preferred Shares voting together as a single class and the Ordinary Majority (collectively the “Accepting Shareholders”) approve (i) a merger, consolidation or other business combination of the Company with or into any other business entity in which the Shareholders immediately before such merger, consolidation or business combination hold shares representing less than a majority of the voting power of the outstanding share capital of the surviving business entity, or (ii) the sale, lease, transfer or other disposition of all or substantially all of the assets of the Group Companies (taken as a whole), to a third party (each such transaction duly approved by the Accepting Shareholders in accordance with the terms hereof, a “Drag-Along Sale”), provided that the pre-money valuation of the Company immediately prior to the Drag Along Sale is in excess of US$15,000,000,000, then the other Shareholders and their respective assignees shall agree to, and shall vote in favor of, such Drag-Along Sale and shall Transfer their shares or ownership interest in the Group Companies involved in such Drag-Along Sale as required to effect the Drag-Along Sale. The Parties shall also procure all other shareholders of the relevant Group Companies to vote in favor of such Drag-Along Sale and to Transfer their shares or ownership interest in the Group Companies involved in such Drag-Along Sale as required to effect the Drag-Along Sale.
Drag-Along Sale. (a) Subject to Sections 8.07, 9.01 and, if applicable, 8.08, if at any time after the second anniversary of the date of this Agreement, (i) the Essex Members and their Permitted Transferees (the “Initiating Members”) propose to Transfer (in one transaction or in a series of transactions, including, for the avoidance of doubt, a Member Entity Transfer) all of their Units (the “Essex Units”) to a third party that is not a Permitted Transferee of any of such Essex Members (such Transfer, a “Drag-Along Sale” and such Transferee, the “Drag-Along Transferee”) and (ii) the Percentage Interest of the Essex Members and their Permitted Transferees at such time is, in the aggregate, greater than or equal to 51%, then the Initiating Members may elect, subject to the provisions of this Section 8.06, to require each other Member (the “Other Members”) to Transfer in the Drag-Along Sale all of the Units then held by such Other Members for the consideration and on the terms and conditions described in the Drag-Along Sale Notice, and each Other Member will be deemed to have consented to (and agrees to waive any dissenter’s rights, appraisal rights or similar rights in connection with) such Drag-Along Sale and agrees to take all necessary action to transfer such Other Member’s Units on the terms and conditions specified in the Drag-Along Sale Notice; provided, however, that, notwithstanding anything to the contrary contained herein, at the election of S&N Blocker (after S&N Blocker becomes a Member) or any Permitted Transferee thereof, any Drag-Along Sale shall be structured to permit any Transfer of Units by S&N Blocker or such Permitted Transferee pursuant to such Drag-Along Sale to be effected indirectly pursuant to the Transfer of the equity interests of S&N Blocker or such Permitted Transferee.
Drag-Along Sale. Subject to Section 6.3, if either Thayxx xx GVI (the "DRAGGING PARTY") in its sole discretion determines to accept an offer from a third party that is not an Affiliate of such Dragging Party to purchase all of the shares of Common Stock then held by the Dragging Party, then the other party (the "DRAGGED PARTY") shall be required to sell all the shares of Common Stock either held or receivable upon conversion of any Convertible Notes held by such party pursuant to such offer (the "DRAG ALONG SALE"). Prior to commencing any Drag Along Sale, the Dragging Party shall convert all Convertible Notes held by such Dragging Party to shares of Common Stock. If a Drag Along Sale is structured as a: (i) merger or consolidation, each Dragged Party shall waive any dissenters' rights, appraisal rights or similar rights in connection with such merger or consolidation; or (ii) sale of stock, then each Dragged Party shall agree to sell all of its shares of Common Stock and to either (a) convert all Convertible Notes and sell all shares of Common Stock received upon such conversion, on the terms and conditions approved by the Dragging Party or (b) elect to receive on the Drag Along Sale Date from the purchaser in the Drag Along Sale the aggregate principal and accrued interest on all outstanding Convertible Notes held by such Dragged Party (a "FORCED REDEMPTION") as of such date. Each Dragged Party in such Drag Along Sale: (i) shall be subject to the same terms and conditions of sale; and (ii) shall execute such documents and take such actions as may be reasonably required by the Dragging Party.
Drag-Along Sale. If a sale of all or substantially all of Newco's assets determined on a consolidated basis or a sale of all or substantially all of Newco's outstanding capital stock (whether by merger, recapitalization, consolidation, reorganization, combination or otherwise) to any Independent Third Party or group of Independent Third Parties is approved by the Board or the holders of a majority of the Shares of Common Stock held by the PCA Holders (a "DRAG-ALONG SALE"), each Stockholder will consent to raise no objections against such Drag-Along Sale on the terms and subject to the conditions set forth in the remaining provisions of this SECTION 6.4.
Drag-Along Sale. 4.3.1. If one or more Investors meeting the requirements described in clause (i), (ii) or (iii) of Section 4.3.2 (the “Drag-Along Initiating Sellers”) determine to effect an Approved Drag-Along Sale and have complied with the provisions of Section 4.1 with respect to first offer rights applicable to such Sale (including the notice requirements of Section 4.1.1), then all other holders of Common Shares, Options, Warrants or Convertible Securities will sell all of the Common Shares, Options, Warrants and Convertible Securities held by such other holders in such Approved Drag Along Sale (or, in the event of a Sale structured as a sale of all or Substantially All assets, merger, consolidation, amalgamation or similar transaction will vote in favor of, consent to, participate in and not object or otherwise impede the consummation of, the Approved Drag-Along Sale).
Drag-Along Sale. The term “Drag-Along Sale” shall have the meaning ascribed to it in Section 7.4(a).
Drag-Along Sale. From the date of the fifth (5th) anniversary of all Closings, if a sale (a “Drag-Along Sale”) of the Group (wholly or partially) to any Person which is a bona fide third party and not an Affiliate to any Investor (the “Offeror”) where whether by a sale of equity, merger or consolidation, in excess of fifty percent (50%) of the Company’s voting power outstanding before such transaction will be transferred, or all or substantially all of the assets of the Group will be sold or disposed at a post-money valuation of the Company of no less than US$1,886,852,161 has been approved by (i) the Investors holding at least two-thirds (2/3) of then outstanding Preferred Shares, and (ii) only if in such Drag-Along Sale each of the Series C Preferred Shares receives less than 1.25 times the Applicable Issue Price (as defined in the Amended M&AA) of the Series C Preferred Shares, the Requisite Series C Holders (collectively, the “Drag Holders”), then at the request of the Drag Holders, the Company shall promptly notify in writing (the “Drag-Along Sale Notice”) each other Shareholder of the material terms and conditions of such proposed Drag-Along Sale, and each such Shareholder shall, in accordance with instructions received from the Company at the direction of the Drag Holders:
Drag-Along Sale. If a sale of all or substantially all of Boise Holdings’ assets determined on a consolidated basis or a sale of all or substantially all of Boise Holdings’ outstanding capital equity (whether by merger, recapitalization, consolidation, reorganization, combination or otherwise) to any Independent Third Party or group of Independent Third Parties (a “Sale of the Company”) is approved by the Board or the holders of a majority of the Units of Series B Common held by the FPH Holders (a “Drag-Along Sale”), each Securityholder will consent to and raise no objections against such Drag-Along Sale on the terms and subject to the conditions set forth in the remaining provisions of this Section 5.4.
