Drag Notice. The Dragging Shareholder(s) shall inform the Drag-Along Shareholders in writing of:
(i) the identity of the Purchaser;
(ii) the price per Security (where applicable, the price per Warrant shall be specified as the price per Share less the Exercise Price (as defined in the terms and conditions of the Warrants); and
(iii) a confirmation of the material terms and conditions, applicable to the Transfer as soon as possible after the approval of a Drag Sale (a “Drag Notice”).
Drag Notice. The Dragging Party shall provide the Dragged Party with written notice (the "DRAG NOTICE") of a Drag Along Sale at least fifteen (15) days prior to the date of consummation of such sale (the "DRAG ALONG SALE DATE"). The Drag Notice shall set forth: (i) the identity of the third party transferee in a Drag Along Sale; (ii) the price and the other general terms of the proposed Transfer; and (iii) the Drag Along Sale Date.
Drag Notice. 1.1 Provided that clause 10.3 has first been complied with and that the Shareholders have approved the Drag Qualifying Sale as a Supermajority Shareholder Reserved Matter pursuant to clause 7, the Proposed Sellers may, before or within 10 Business Days of execution of (or, if applicable, of satisfaction of all third party conditions in) a binding agreement (whether conditional or unconditional) in respect of the transfer of Securities to a Proposed Buyer or any Affiliate thereof which would on completion of such transfer constitute a Drag Qualifying Sale (the "Sale Agreement"), serve notice (which, subject to paragraph 1.6 of this Part B of Schedule 2 shall be irrevocable) in writing (a "Drag Notice") on the Company requiring any Shareholder who is not a party to the Sale Agreement (each a "Dragged Seller"):
Drag Notice. Xxxxxx shall provide each Shareholder with written ----------- notice (the "Drag Notice") of a Drag Along Sale at least fifteen (15) days prior to the date of consummation of such sale (the "Drag Along Sale Date"). Each Drag Notice shall set forth: (i) the identity of the third party transferee in the Drag Along Sale, (ii) the price and the other general terms of the proposed Transfer and (iii) the Drag Along Sale Date.
Drag Notice. 1.1 Provided that clause 10.3 has first been complied with and that the Shareholders have approved the Drag Qualifying Sale as a Supermajority Shareholder Reserved Matter pursuant to clause 7, the Proposed Sellers may, before or within 10 Business Days of execution of (or, if applicable, of satisfaction of all third party conditions in) a binding agreement (whether conditional or unconditional) in respect of the transfer of Securities to a Proposed Buyer or any Affiliate thereof which would on completion of such transfer constitute a Drag Qualifying Sale (the "Sale Agreement"), serve notice (which, subject to paragraph 1.6 of this Part B of Schedule 2 shall be irrevocable) in writing (a "Drag Notice") on the Company requiring any Shareholder who is not a party to the Sale Agreement (each a "Dragged Seller") (the Company acting as agent for and on behalf of each Dragged Seller) to transfer the legal and beneficial title to all of the Securities held by it (the "Drag Securities") to each Proposed Buyer identified in the Drag Notice (each a "Drag Buyer") at the consideration indicated in paragraph 2.1 of this Part B of Schedule 2 (the "Drag Price") (which Drag Price shall, in case of paragraph 2.1.1 or paragraph 2.1.3(a) of this Part B of Schedule 2, be set out in any Drag Notice), on the terms set out in this Part B of Schedule 2 and on the date and time indicated in the Drag Notice, which date shall be the later of:
1.1.1 the date falling 15 Business Days after the date of the Drag Notice;
1.1.2 (if applicable) the date falling 15 Business Days after the agreement or determination of the fair market value of any non-cash consideration payable for a Security held by a Proposed Seller under the Sale Agreement;
1.1.3 completion of the Sale Agreement; and
1.1.4 the date falling five Business Days after the date on which the last Permitted Regulatory Condition is satisfied, (such date and time, or such other date and time as the Drag Buyer, each Proposed Seller and each Dragged Seller may agree).
1.2 The Drag Notice shall set out any Permitted Regulatory Condition applicable to (i) any Proposed Seller or (ii) any Drag Buyer or any Affiliate thereof (the "Drag Buyer Group"), in respect of the Drag Qualifying Sale or the relevant Drag Securities.
1.3 The Company shall send a copy of the Drag Notice to each Dragged Seller as soon as possible following receipt.
1.4 Each Dragged Seller shall notify the Drag Buyer and the Company as soon as reasonably practicable foll...
Drag Notice. 7 5.3 Form of Consideration..........................................7 5.4 Consummation...................................................8 ARTICLE VI
Drag Notice. El Paso GP Holdco has given Goldman the notice required pursuant to Section 3.11(b) of the GulfTerra GP LLC Agreement and all notice time periods under Section 3.11(b) of the GulfTerra GP LLC Agreement have either expired or been waived by Goldman.
Drag Notice. Sellers shall cause the Company to deliver a Drag Notice (as defined in the Shareholders Agreement) in respect of the transactions contemplated by this Agreement to all of the Dragged Sellers no later than one Business Day following the date of this Agreement, and such Drag Notice shall comply with all of the requirements of Section 6.3 of the Shareholders Agreement.
Drag Notice. Ten (10) days shall have passed since the date on which the Company delivers the Drag Notice (as defined in the Shareholders Agreement) in respect of the transactions contemplated by this Agreement to all of the Dragged Sellers.
Drag Notice. The Drag Notice shall specify: (a) the identity of the Drag Purchaser; (b) the total number and type of Securities to be Transferred by Mold-Tech and/or its Affiliates to the Drag Purchaser (“Dragging Securities”); (c) the price per Security at which the Dragging Securities and the Dragged Securities shall be sold to the Drag Purchaser, including any cash or non-cash component (the “Drag Price”); (d) the proposed date of closing of the Drag Sale; (e) the terms and conditions for the Drag Sale, which shall not be any less favourable than the terms and conditions at which Minority Shareholders and their Permitted Affiliates would have sold their Securities pursuant to the Minority Shareholders Put Option or Call Option (as the case may be); and (f) other material terms and conditions (if any) on which the Drag Sale will take place.
