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.
(b) The restrictions on Transfers of shares or ownership interest in the Group Companies set forth in Section 3 and Section 4 shall not apply in connection with a Drag-Along Sale. Notwithstanding anything to the contrary contained herein, (x) as long as Tencent (together with its Affiliates) holds 10% or more of the Company’s total outstanding Shares (on an as-converted basis), neither the Group Companies nor the Shareholders shall enter into a Drag-Along Sale with any Restricted Persons without prior written consent of Tencent and (y) as long as Tencent (together with its Affiliates) holds 5% or more (but not more than 10%) of the Company’s total outstanding Shares (on an as-converted basis), any proposed Drag-Along Sale by the then Shareholders of the Company (except Tencent) is not subject to any approval by Tencent but shall be subject to Tencent’s Speci...
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.
5.2 Each Shareholder shall take all actions (other than purchasing additional Company Common Shares) reasonably requested by Parent in order to consummate the Transactions as a Drag-Along Sale in accordance with Article 6.2 of 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
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.
(b) If the Initiating Members elect to exercise their rights pursuant to Section 8.06(a), the Initiating Members shall provide written notice of such Drag-Along Sale to the Other Members (a “Drag-Along Sale Notice”) specifying the purchase price (the “Drag-Along Sale Price”) that the Initiating Members propose be paid by the Drag-Along Transferee and the other material terms and conditions of the proposed Transfer.
(c) In connection with any Drag-Along Sale, (i) each Member (or its direct or indirect owners, in the case of a Member Entity Transfer) shall be entitled to receive the same form of consideration paid by the Drag-Along Transferee, (ii) if any Members (or their direct o...
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. If at any time prior to a Qualified IPO of the Partnership (or any successor thereto) any holder(s) of Class A Units holding greater than 50% of the then-outstanding Class A Units (the “Drag-Along Seller”) elects to Transfer to any Person or Persons other than to a Permitted Transferee (the “Drag-Along Transferee”), in a transaction or series of related transactions (including by way of a purchase agreement, tender offer, merger or other business combination transaction or otherwise) all of the Units then-held by such Drag-Along Seller (a “Drag-Along Sale”), then such Drag-Along Seller may, at its option and subject to the other provisions of this Section 3.8, require all, but not less than all, of the other holders of Interests (each, a “Drag-Along Participant”) to participate in such Transfer on the terms set forth in this Section 3.8.
Drag-Along Sale. The term “Drag-Along Sale” shall have the meaning ascribed to it in Section 7.4(a).
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).
4.3.2. The right to require holders of Common Shares, Options, Warrants and Convertible Securities to sell such Common Shares and other securities, vote in favor of, consent to, participate in and not object to such Approved Drag-Along Sale and or take other action pursuant to this Section 4.3 may be exercised only by the Investors and in the circumstances described in any of clauses (i), (ii) or (iii) of this Section 4.3.2, namely:
(i) at any time following the eighteenth month after the Closing, by one or more of the Majority Xxxx Investors, the Majority Caisse Investors or the Majority Beaudier Group Investors if the proposed Sale would provide per Share consideration to the Investors (in the form of cash or Marketable Securities paid or distributed to holders of Common Shares, calculated as provided in Section 4.1.7 and subject to the provisions of Section 4.1.8) equal to or in excess of four times the cash purchase price paid by the Investors for Class A Common Shares acquired at, or immediately prior to, the Closing; provided, however, that no Investor Group that then owns a majority of the Class A Common Shares then outstanding may be required under this Section 4.3.2(i) to participate in any Approved Drag-Along Sale unless the Investor Group that seeks to exercise rights under this Section 4.3.2(i) continues to own Class A Common Shares in an amount not less than 50% of all of the Class A Common Shares held by such Investor Group as of the Closing.
(ii) at any time following the fourth anniversary of the Closing by one or more Investors owning in the aggregate 50% or more of the aggregate Clas...
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.
Drag-Along Sale. Upon receipt of any such notice required by Section 4.1(c) hereof, each holder of Warrant Shares shall become obligated to sell, transfer or dispose of its Warrant Shares upon the terms and conditions of such Drag-Along Sale so long as each Management Stockholder shall simultaneously sell, transfer or dispose all of its Issuable Shares upon identical terms and conditions and such sales are consummated within ninety (90) days of the date of such notice. Assuming the Drag-Along Sale is conducted in compliance with this Section 4, each holder of Warrant Shares waives any rights it may have, under the laws of the State of Delaware or otherwise, to appraisal of its Issuable Shares as a dissenting stockholder and agrees to vote in favor of and otherwise consent to such Drag-Along Sale.
Drag-Along Sale. (a) If Parent proposes to effect a transaction that would constitute a Change in Control or Liquidity Event, the Optionee agrees, in his or her capacity as a holder of Shares, to consent to, vote in favor of and raise no objections to the Change in Control or Liquidity Event. If the Change in Control or Liquidity Event is structured as a merger, consolidation or similar business combination or transaction for which dissenter rights, appraisal rights or other similar rights are available under applicable law, the Optionee agrees to waive any dissenter rights, appraisal rights or similar rights in connection with such merger, consolidation or similar business combination or transaction on the terms and conditions approved by the Board. If the Change in Control or Liquidity Event is structured as a sale of stock (whether by merger, consolidation, reorganization or otherwise), the Optionee agrees to sell his or her Purchased Shares on the terms and conditions approved by the Board; provided, that the terms of any Change in Control or Liquidity Event shall be terms that (i) are substantially similar for all holders of Shares, (ii) impose any escrow, indemnity or other similar obligations entered into in connection with such Change in Control or Liquidity Event ratably on the holders of Shares in accordance with their ownership of Shares, (iii) provide that any indemnity obligation of the Optionee shall not exceed the aggregate proceeds received (net of taxes) by the Optionee in the Change in Control or Liquidity Event, and (iv) other than acquisition advisory fees to be paid to investors in Parent, do not provide for any control premium or other additional consideration to be paid to any holder of Shares that is not shared by all other holder of Shares ratably, based upon their ownership of Shares. If the Change in Control or Liquidity Event is structured as a sale of assets, the Optionee agrees, in his capacity as a holder of Shares, to take all actions within his or her control to cause a liquidation of the Company following the consummation of such Change in Control or Liquidity Event on the terms and conditions approved by the Board.
