Drag-Along Transaction. If a majority of the Managers serving on the Board have approved a transaction that would result in the sale of all of the Units and Interests in the LLC (whether by merger or otherwise) to a third party (a “Drag-Along Transaction”), then, upon fifteen (15) days written notice to the Members (the “Drag-Along Notice”), which notice shall include substantially all of the material details of the proposed transaction, including the proposed time and place of closing and the estimated consideration to be received by the Members in such transaction, each Member shall raise no objection to such Drag-Along Transaction and be obligated to, and shall sell, transfer and deliver, or cause to be sold, transferred and delivered, to such third party, all of its Units and Interest in the same transaction at the closing thereof. Each Member shall only be required to make representations and warranties regarding the valid and authorized sale of its Units and Interest and that such Member has good and marketable title to such Units and Interest, free and clear of all liens, claims and other encumbrances. The proceeds from such Drag-Along Transaction shall be distributed to the Members in proportion to their relative entitlement to distributions pursuant to Section 8.3. Each Member and Manager shall take all reasonably necessary and customary actions in connection with the consummation of the Drag-Along Transaction, including, without limitation, the execution of such agreements, consents and instruments and the performance of such other actions as are reasonably necessary to effectuate the allocation and distribution of the aggregate consideration upon the Drag-Along Transaction as set forth herein. If the Members have any indemnification obligations in connection with a Drag-Along Transaction, (i) the terms and conditions of each such Member’s indemnification obligation shall be in proportion to the consideration received by such Member in respect of such Member’s Units and Interest in connection with the Drag-Along Transaction based upon their relative entitlement to such consideration taking into consideration the distribution tiers in Section 8.3 such that the indemnification obligations shall be in inverse order that distributions are to be made pursuant to Section 8.3 and (ii) in no event shall any Member be required to provide indemnification in excess of the gross proceeds received by such Member in such Drag Along Transaction.
Drag-Along Transaction. 7.9.1 The terms of this Section 7.9 shall apply to a Drag-Along Transaction. There shall be no liability on the part of SSG, the General Partner or the Partnership or any other Person to any Partner if any sale of Units pursuant to this Section 7.9 is not consummated for whatever reason.
Drag-Along Transaction. If at any time Mr. HE Xiaopeng and the Majority Preferred Holders (which shall include (i) Alibaba so long as Alibaba is a Shareholder and (ii) if the price per Share is lower than the Conversion Price of the Series C Preferred Shares in effect on the date of closing of the Drag Along Transaction, the holders of at least a majority of the issued and outstanding Series C Preferred Shares) (collectively, the “Drag Along Shareholders”) approve a sale of all or substantially all of the Equity Securities of the Company or all or substantially all of the businesses of the Group Companies to any Person (whether structured as a merger, asset sale, stock sale or otherwise) reflecting an equity value of the Company of not less than US$5,000,000,000 (if any consideration is not in cash, such consideration shall be valued at the fair market value determined by the Board and approved by the Majority Preferred Holders (which shall include Alibaba so long as Alibaba is a Shareholder)) on a fully-diluted basis (a “Drag Along Transaction”), at the written request of the Drag Along Shareholders (the “Drag Along Notice”), each of the other Shareholders shall (i) vote, or give his written consent with respect to, all the Shares held by him in favor of such proposed Drag Along Transaction and in opposition of any proposal that could reasonably be expected to delay or impair the consummation of any such proposed Drag Along Transaction; (ii) refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to or in connection with such proposed Drag Along Transaction; (iii) transfer the same percentage of securities on the same terms as the Drag Along Shareholders in the event that a proposed Drag Along Transaction is structured as a share transfer; and (iv) take all actions reasonably necessary to consummate the proposed Drag Along Transaction, including without limitation amending the then existing Memorandum and Articles. In the event that any such dragged Shareholder fails for any reason to take any of the foregoing actions within thirty (30) Business Days after receiving the Drag Along Notice, such Shareholder hereby grants an irrevocable power of attorney and proxy to any Director approving the Drag Along Transaction to take all necessary actions and execute and deliver all documents deemed by such Director to be reasonably necessary to effectuate the terms hereof. A Drag Along Transaction shall be deemed a “Liquidation Eve...
Drag-Along Transaction. Subject to Sections 11 and 12, in the event that no Qualified IPO occurs on or prior to the fifth (5th) anniversary of the date hereof, (x) the holders holding at least sixty percent (60%) of the then outstanding Preferred Shares, voting together as a single class and on an as-converted basis, and (y) the Principal for so long as he holds any Shares (collectively, the “Drag Along Requestors”) approve a sale of the Company to a Person who is not an Associate of any Drag Along Requestor (the “Proposed Buyer”) (whether structured as a merger, reorganization, asset sale, stock sale or otherwise), in which a Person, or a group of related Persons, acquire from Shareholders of the Company shares representing all of the then outstanding voting power of the Company or substantially all assets of the Company at a per share price of not less than one point four (1.4) multiplied by the Series F Issue Price (as defined in the Memorandum and Articles) (a “Drag Along Transaction”, it being agreed and acknowledged that a Drag Along Transaction constitutes a Deemed Liquidation Event under the Memorandum and Articles), the Drag Along Requestors shall have the right (the “Drag Along Right”) to require all other Shareholders by giving a notice (the “Drag Along Notice”) to all such parties and the Company, subject to and upon such terms and conditions as the Drag Along Requestors may reasonably require, unless the Company could seek an alternative buyer in accordance with Section 8.2:
Drag-Along Transaction. At any time after the second (2nd) anniversary of the Initial Closing (as defined in the Subscription Agreement) and prior to the consummation of a Qualified IPO, if a Deemed Liquidation Event or a transaction or a series of related transactions in which fifty percent (50%) or more of the Company’s voting power is transferred (the “Drag-Along Transaction”) is approved by (a) a majority of the members of the Board (including at least one Series Seed Director) and (b) the Requisite Preferred Holders, then each Shareholder hereby agrees with respect to all the Shares that he, she or it holds or otherwise exercises dispositive power over:
Drag-Along Transaction a sale of Common Stock to a Third Party Buyer by the Drag-Along Transferor and, potentially, other stockholders of the Company, as to which the Drag-Along Transferor has given a Drag-Along Notice to the Holder in accordance with Section 5.2(a).
Drag-Along Transaction. (a) . If any Member or Members holding, individually or in the aggregate, at least fifty percent (50%) of the then issued and outstanding Units (“Dragging Member”), desires or desire to Transfer all of its or their Units to a Third Party Transferee, then the Dragging Member may demand that all other holders of Units, other than the Dragging Member, sell their Units along with the Dragging Member (“Drag-Along Transaction”). The Company shall send a notice to each Member setting forth the terms and conditions of any Drag-Along Transaction and each Member hereby agrees that it shall sell all of its respective Units to such Third Party Transferee on the terms and conditions set forth in the notice of the Drag-Along Transaction, and such other terms as are customary for similar transactions, including representations and warranties with respect to title to the Units, free and clear of Liens, and other matters and indemnification with respect thereto. The terms to be received by the non-Dragging Members will be no less favorable than those received by the Dragging Members.
Drag-Along Transaction. (a) . Series A Members holding a majority of the Series A Units, acting with Requisite Investor Approval, shall have the right to effect a sale of the Company by merger, consolidation, sale of all or substantially all of the assets or Company interests without the approval of other holders of Units (such transaction, a “Drag-Along Transaction”). The Company shall send a notice to each Member setting forth the terms and conditions of any Drag-Along Transaction and each Member hereby agrees that it shall sell all of its respective Units to such transferee on the terms and conditions set forth in the notice of the Drag-Along Transaction, and such other terms as are customary for similar transactions, including representations and warranties with respect to title to the Units, free and clear of Liens, and other matters and indemnification with respect thereto. Proceeds from a Drag-Along Transaction may include proceeds that are subject to earn-outs or similar arrangements and shall be distributed consistent with Section 8.1(a), treating all unvested Series B Units as vested and distributing all retained amounts as if the Drag-Along Transaction was a Liquidation Event.
Drag-Along Transaction
