Drag Along/Tag Along Rights Sample Clauses

Drag Along/Tag Along Rights. The Majority Stockholder shall be permitted to Transfer any or all of the Shares held or owned by it, subject, however, in the case of Transfers for value, to the following restrictions:
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Drag Along/Tag Along Rights. (a) (i) In the event Holders holding greater than seventy-five percent (75%) of the outstanding Shares of Common Stock on an As-Converted Basis (the “Dragging Holders”) propose to sell, in any transaction or series of related transactions, all of their Shares and Warrants other than to a Person described in clauses (a)-(d) of clause (2) of the definition of Permitted Transfer in Section 1 (a “Drag-Along Sale”), the Dragging Holders shall have the right, at their option, to require all, but not less than all, of the other Holders (each, a “Drag-Along Holder”) to sell all of their Shares and Warrants in such Drag-Along Sale.
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Drag Along/Tag Along Rights. Compass shall be permitted to sell, assign, convey, transfer, encumber or in any other manner dispose of any or all of the Shares held or owned by it, subject, however, (i) that Shares transferred to any person shall remain subject to the provisions of this Agreement and such transferee shall become a Stockholder for purposes of this Agreement and (ii) in the case of sales or other transfers for value, to the following restrictions:
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Drag Along/Tag Along Rights. If, prior to the consummation of an Initial Public Offering, the Board of Directors of the Company and the holders of a majority of the outstanding Common Stock approve a sale of the Company to a Person other than a Permitted Holder, then, the Company shall give to each of the Holders or Warrants and Warrant Shares 30 days' written notice (a "Sale Notice") prior to the closing of such proposed sale, which Sale Notice shall include reasonable details of the proposed sale, including the proposed time and place of the closing and the consideration to be received by the Company's shareholders and (i) the Company shall have the right (which right shall be exercised prior to the giving of such Sale Notice, and notice of the exercise of such right shall be included in the Sale Notice) to require the holders of the Warrants and Warrant Shares to sell, transfer and deliver or cause to be sold, transferred and delivered, to such Person, all (or a pro rata number, based on the number of shares proposed to be sold compared to the total number of fully diluted shares of Common Stock of the Company (other than Warrant Shares) at such time) their Warrants in the same transaction at the closing thereof; PROVIDED that the consideration to be received by all Holders shall be the same (in terms of price per share, terms, conditions and in all other material respects) as that to be received by the Company's other shareholders and, in any event, shall be cash or securities registered under the Securities Act and listed on a national securities exchange or authorized for quotation on The Nasdaq Stock Market, Inc.; and PROVIDED FURTHER, that if a Holder of a Warrant has, prior to its receipt of a Sale Notice, entered into a binding agreement to transfer the Warrants held by such Holder, such Holder shall not be prohibited from consummating such transfer, notwithstanding anything to the contrary contained in this Section 5.05 and (ii) if the Company does not exercise its right described in Section 5.05(i), any Holder of Warrants and of Warrant Shares shall be entitled, at its option, by written notice (a "Tag-Along Notice") to the Company given within seven Business Days after receipt of the Sale Notice, to require the Company and the majority shareholders to include all or any portion of such Holder's Warrants or Warrant Shares in such sale to the transferee(s) on the same terms as those applicable to the majority holders. Any purchase of Warrants pursuant to Section 5.05(i) sha...
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Drag Along/Tag Along Rights. (a) Prior to the IPO Date, if VPC elects to sell Shares representing a controlling interest in the Corporation, VPC may require Vanguard to join in such sale in the same proportion that the number of Shares held by Vanguard bears to the total number of Shares then owned by VPC and Vanguard, and otherwise at the same price per share and on the same terms.
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Drag Along/Tag Along Rights. Notwithstanding anything contained in this Article 6 to the contrary, Charter Oak's rights to transfer for value any Shares representing more than fifty percent (50%) of the capital stock or voting power of the Company are subject (i) until March 25, 1999, to the unanimous approval of the Company's Board of Directors of such contemplated sale or (ii) after March 25, 1999 and thereafter, the approval of at least four (4) of the five (5) Directors of the Company of such contemplated sale.
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Drag Along/Tag Along Rights. At any time that Acorn holds at least fifty percent (50%) of the outstanding capital stock of the Company, there shall be a sale of the Company (by way of a merger, recapitalization, sale of stock or all or substantially all of its assets or otherwise) in which Acorn intends to sell all of its capital stock of the Company (“Significant Transaction”), the Purchaser hereby agrees that if requested by the Acorn, the Purchaser shall be required to transfer all of the Shares pursuant to such sale and take any and all other steps required to consummate such sale. In the event that Acorn or the Company proposes to enter into a Significant Transaction, Acorn and the Company each agree to provide at least ten (10) days’ notice to the Purchaser of such proposed Significant Transaction and each further agrees that Purchaser shall be permitted to sell all of the Shares on the same terms as Acorn in such Significant Transaction if the Purchaser so chooses.
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Drag Along/Tag Along Rights 
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Related to Drag Along/Tag Along Rights

  • Drag-Along Rights (a) Subject to Sections 4.04(g) and 4.05, if a Shareholder (the “Drag-Along Seller”) proposes to Transfer (not including, however, any pledge, encumbrance or hypothecation) any shares of any class of Shares that results in a Change of Control (i) to any Third Party or Parties or (ii) to any Person in connection with a reorganization or restructuring of the Company as determined by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, and (any such Transfer, a “Drag-Along Sale”), the Drag-Along Seller may at its option require each other Stockholder to Transfer the Drag-Along Portion of the class of Shares (“Drag-Along Rights”) then held by such other Stockholder, and (subject to and at the closing of the Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, (i) for the same consideration per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, and (iii) otherwise on the same terms and conditions as the Drag-Along Seller; provided that any other Stockholder that holds options the exercise price per share of which is greater than the per share price at which the Common Shares are to be Transferred to the Drag-Along Transferee, if required by the Drag-Along Seller to exercise such options, may, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If the Drag-Along Sale is not consummated with respect to any Common Shares acquired upon exercise of such options, or the Drag-Along Sale is not consummated, such options shall be deemed not to have been exercised or canceled, as applicable.

  • Tag-Along Rights (a) Subject to Section 5.4, if one or more Class B Stockholders (the “Transferring Stockholders”) desire to sell any or all of their Shares, other than to a Permitted Holder or in a Market Sale, and such sale would result in a Change of Control (and has been approved as provided in Section 5.2(a)), each Class B Stockholder shall have the right to participate on the same terms and conditions and for the same per share consideration as the Transferring Stockholders in the sale in the manner set forth in this Section 5.5. If Class B Stockholders do not elect to purchase such Shares pursuant to Section 5.4, the Transferring Stockholders shall, prior to such sale, deliver to the other Class B Stockholders prompt written notice (the “Transfer Notice”), which notice shall state (i) the name of the proposed transferee, (ii) the number of Shares proposed to be transferred (the “Transferred Shares”) and the percentage (the “Tag Percentage”) that such number of Shares constitutes of the total number of Shares owned by such Transferring Stockholders, (iii) the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereof, and (iv) the other material terms and conditions of the proposed sale, including the proposed sale date (which date may not be less than 30 days after delivery of the Transfer Notice). Such notice shall be accompanied by a written offer from the proposed transferee to purchase the Transferred Shares, which offer may be conditioned upon the consummation of the sale by the Transferring Stockholders, or the most recent drafts of the purchase and sale documentation between the Transferring Stockholders and the transferee which shall make provision for the participation of the other Class B Stockholders in such sale consistent with this Section 5.5.

  • Drag Along Right Notwithstanding any other provision hereof, if any Holder has not exercised its Tag-Along Right with respect to the maximum number of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date of the Drag-Along Notice (as defined below) and (y) the Third Party Sale Percentage, at the same price and on the same terms and conditions as such Selling Fortress Entity has agreed to with such Third Party; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable law.

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