Drag Rights. In the event that the Brookfield Members agree to sell all or substantially all of their Common Units of the Limited Partnership and Shares of the Company, the Brookfield Members shall have the right to initiate a sale of the Company and to require each other Member to participate in a sale of the Company on the same terms and conditions as the Brookfield Members, with each other Member being entitled to be paid its pro rata share of the aggregate consideration paid to all Members in such sale of the company.
Drag Rights. Holders of 50% or more of Purchaser Series A Preferred Stock, in connection with the disposition of 50% or more of Purchaser Series A Preferred Stock, may require the holders of Purchaser Common Stock to sell their shares on the same terms as the 50% or more holders.
Drag Rights. After the Plan Effective Date, and prior to the earlier to occur of (i) a sale of all or substantially all of the assets of the reorganized Parent Debtor and its subsidiaries, and (ii) an IPO, holders of the New Common Equity that own more than 50% of the then outstanding New Common Equity (the “Drag-Along Seller”) may elect to require the reorganized Parent Debtor to commence a process for, and require the reorganized Parent Debtor and the Significant Interest Holders to cooperate with and consummate, a sale of the reorganized Parent Debtor or all or substantially all of the assets of the reorganized Parent Debtor and its Subsidiaries (a “Drag-Along Sale”). Each Significant Interest Holder will consent to, vote in favor of, raise no objection to and waive any appraisal rights in connection with such Drag-Along Sale. If a Drag-Along Sale involves a sale or exchange of the New Common Equity (including pursuant to a merger), then each Significant Interest Holder will transfer its New Common Equity on the same terms and conditions applicable to the Drag-Along Seller. In connection with a Drag-Along Sale involving a sale of all or substantially all of the assets of the reorganized Parent Debtor and its Subsidiaries, the reorganized Parent Debtor and its Subsidiaries will enter into such agreements and arrangements with the purchaser of such assets in a form and on terms and conditions acceptable to the Drag-Along Seller consistent with the foregoing (provided that in no event will the dragged Significant Interest Holders be required to provide an indemnity that exceeds their net proceeds from the sale of their New Common Equity or to agree to any non-compete covenant).
Drag Rights. Oaktree will have customary drag-along rights (so long as such rights do not interfere with DTC eligibility).
Drag Rights. After the Plan Effective Date, and prior to the earlier to occur of (i) a sale of all or substantially all of the assets of the reorganized Parent Debtor and its subsidiaries, and (ii) an IPO, holders of the New Common Equity that own more than 50% of the then outstanding New Common Equity (the “Drag-Along Seller”) may elect to require the reorganized Parent Debtor to commence a process for, and require the reorganized Parent Debtor and the Significant Interest Holders to cooperate with and consummate, a sale of the reorganized Parent Debtor or all or substantially all of the assets of the reorganized Parent Debtor and its Subsidiaries (a “Drag-Along Sale”). Each Significant Interest Holder will consent
Drag Rights. (a) If (i) in the case of a Threshold Transaction or (ii) after the expiry of the Lock-In Period, the holders of a majority of all then-outstanding shares held by the Main Shareholders propose a Trade Sale of the Company (in such capacity, the “Dragging Holders”), the Dragging Holders shall be entitled to deliver notice to the Company that such Dragging Holders desire the Company and/or the Shareholders to enter into agreements with one or more Persons that would result in a Trade Sale of the Company (an “Approved Sale”), whereupon all Shareholders and the Company shall consent to and raise no objections against the Approved Sale, and (i) if such Approved Sale requires Shareholder approval, each Shareholder shall vote (in person, by proxy, or by action by written consent) in favour of, and adopt, such Approved Sale and shall vote in opposition to any and all other proposals that could reasonably be expected to delay or impair the ability of the Company or the Dragging Holders to consummate such Approved Sale,
Drag Rights. The Controlling Members hold sufficient Units to constitute a Required Majority, as such terms is defined in the Operating Agreement.
Drag Rights. The shares of the Borrower will be subject to a shareholders’ agreement with drag-along rights in favor of holders of (a) Class A Shares prior to a Trigger Event provided that the Amended Credit Agreement is paid in full and all commitments thereunder terminated and (b) Class B Shares following a Trigger Event. Notwithstanding the foregoing, in connection with the enforcement of drag-along rights, (i) no shareholder shall be required to (a) make any representations or warranties regarding the Borrower or any Credit Party or (b) agree to enter into any non-solicitation or non-compete agreement; (ii) any representations and warranties by a shareholder shall be on a several and not joint basis and limited to fundamental matters pertaining to such shareholder (e.g., ownership and due authorization); (iii) each shareholder shall only be liable for its pro rata share of any indemnification obligation (which in the case of a breach by a shareholder of certain fundamental representations pertaining to such shareholder, is 100% of the indemnification obligation arising therefrom); and (iv) the indemnification obligations of each shareholder shall be several, not joint, and capped at the amount of net proceeds it receives or less in connection with the transaction (other than indemnification for breach of certain fundamental representations pertaining to such shareholder).
Drag Rights. Actions taken by senior lenders with respect to enforcement of rights and remedies, such as waiving defaults under the senior debt, will be deemed to have also been taken by the junior lenders with respect to the junior debt. In addition, general language in an ICA can typically impose broad waivers of junior rights if not otherwise qualified.
Drag Rights
