DRAG ALONG/SALE OF RUSSIAN OPERATING COMPANY Sample Clauses

DRAG ALONG/SALE OF RUSSIAN OPERATING COMPANY. 18.1 If neither the Put Option nor the Settlement Option have been exercised by RDIF and/or OEP prior to the expiry of the Settlement Option Period then, following the expiry of the Settlement Option Period, provided that RDIF and OEP collectively hold at least 50% of the issued share capital of the Company and subject to Xxxxxx 00.0, XXXX and OEP (acting together) shall be entitled to either: 18.1.1 procure a sale of, and require the Company to sell, the Russian Operating Company to a Third Party Purchaser (the "Sale Right"); or 18.1.2 sell all (and not some only) of their Shares (the "Drag Shares") on a bona fide arms’ length sale to a Third Party Purchaser, and require Titan to sell to such Third Party Purchaser all the Shares held by Titan at the same price per Share and on the same conditions as offered to RDIF and OEP by such Third Party Purchaser (the "Drag Right"). 18.2 In order to exercise either the Sale Right or the Drag Right, RDIF and OEP (acting together) shall send to Titan a notice ("Sale Notice") (such notice being irrevocable), specifying: 18.2.1 the name(s) of the proposed Third Party Purchaser; 18.2.2 the terms of the sale (where the Sale Right is being exercised) or the terms of transfer of the Shares (where the Drag Right is being exercised); and 18.2.3 the price for the sale of the Russian Operating Company (where the Sale Right is being exercised) or the price per Share (where the Drag Right is being exercised).
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