Exercise of Drag-Along Right. (a) The Selling XxXxx Entities shall have the right (subject to the regulatory approvals), exercisable upon written notice to the other Stockholders within 10 business days after the delivery of the Drag/Tag Notice, to require all other Stockholders to Transfer their Drag Along Pro Rata Share (as defined herein) concurrently with the Transfer by the Selling XxXxx Entities at the Drag/Tag Price and on the same terms and conditions as those received by the
Exercise of Drag-Along Right. In order to exercise its Drag-Along Right, BioAmber shall, at least sixty (60) days prior to the closing or consummation of the applicable BioAmber Triggering Event, provide written notice to Mitsui of its exercise of the Drag-Along Right (in addition to the BioAmber Triggering Event Notice referred to below). Subject to Section tk-420278 11.4, the closing of the purchase by the Third Party Acquirer of Mitsui’s Shares pursuant to BioAmber’s exercise of the Drag-Along Right (including the payment in full of the applicable purchase price to Mitsui) shall occur, subject to obtaining any required Consents, simultaneously with the closing or consummation of the applicable BioAmber Triggering Event.
Exercise of Drag-Along Right. (a) The Shareholder hereby covenants, undertakes and agrees that, in the event that a Final Order approving the Arrangement as contemplated by the terms of the Business Combination Agreement is not obtained (for any reason or no reason other than (i) as a result of (A) Peridot having not performed and complied in all material respects with the covenants and agreements required to be performed or complied with by Peridot under the Business Combination Agreement or (B) the Sponsor having not performed and complied in all material respects with the covenants and agreements required to be performed or complied with by the Sponsor under the Sponsor Letter Agreement, or (ii) the Peridot Shareholder Approval having not been obtained), the Shareholder shall:
(i) upon receipt by the Shareholder of a written notice (the “Alternative Transaction Notice”) from Peridot to the effect that it wishes to complete the Transactions upon and subject to the terms and conditions of the fully executed documentation (the “Alternative Transaction Documentation”) contemplated by Section 8.1(a) of the Business Combination Agreement (which Alternative Transaction Notice shall include complete copies of such Alternative Transaction Documentation), exercise, together (but not alone) with the other Drag Shareholders, the Drag-along Right as it relates to the transactions set forth in the Alternative Transaction Documentation (the “Drag Transactions”) upon and subject to the terms and conditions of the Alternative Transaction Documentation and shall execute and deliver all related documentation and take such other actions in connection therewith as shall reasonably be requested by the Company and/or Peridot to consummate the Drag Transactions; provided that, notwithstanding anything contained herein or in the Business Combination Agreement or in the Alternative Transaction Notice, the obligations of the Shareholder under this Section 4.2 shall be subject to the following conditions: (A) the Shareholder receiving pursuant to the Drag Transactions the same consideration as set out in the Business Combination Agreement, (B) the Drag Transactions not resulting in any material adverse Tax treatment to the Shareholder as compared to what is expected to result from the Transactions contemplated in the Business Combination Agreement (other than under Section 8.1(a) thereof), (C) the Minority Shareholders receiving the same consideration as the Drag Shareholders, (C) the other terms and condition...
Exercise of Drag-Along Right. To exercise the Drag Along Right, the General Partner shall give to all other Partners (the “Drag Along Partners”), at least fifteen (15) days prior to the proposed transfer, a written notice (the “Drag Along Notice”) containing (i) the name and address of the proposed transferee and (ii) the proposed purchase price and the terms of payment and other material terms and conditions of the proposed transferee’s offer. The Drag Along Partners shall thereafter be obligated to sell their respective Partnership Interests and/or their DC Corp Shares, as applicable, in accordance with the terms set forth in the Drag Along Notice. The Drag Along Partners agree to enter into a purchase agreement in form and substance as reasonably approved by the General Partner. Each of the Drag Along Partners shall also execute and deliver any other documents or instruments that may reasonably be required for the purpose of transferring their Partnership Interests and/or their DC Corp Shares, as applicable.
Exercise of Drag-Along Right. In the event BioAmber exercises its Drag-Along Right, the non-compete period set forth in Section 15.1 shall be reduced to [***].
Exercise of Drag-Along Right. In the event BioAmber exercises its Drag-Along Right, the non-compete period set forth in Section 15.1 shall be reduced to one (1) year.
Exercise of Drag-Along Right. So long as TPG and BlackRock are Major Investors, the Initiating Sellers agree that the drag-along right referenced in Section 5.1 will not be exercised unless the Change of Control Transaction has also been approved by each of TPG and BlackRock.
Exercise of Drag-Along Right. To exercise the Drag-Along Right, the Onex Group shall give Drag-Along Stockholders a written notice of exercise (a "Drag-Along Notice") setting forth (i) to the extent then known, the identity of the Drag-Along Transferee, (ii) the proposed type and amount of consideration and the terms of payment associated with the Drag-Along Sale, (iii) the number of Shares and the number of each type of Common Stock Equivalent that each Drag-Along Stockholder will be required to Transfer in the Drag-Along Sale as Drag-Along Securities and (iv) the other material terms and conditions of the Drag-Along Sale. Thereafter, the Drag-Along Stockholders shall be obligated to Transfer the Drag-Along Securities to the Drag-Along Transferee at the closing of the Drag-Along Sale, conditioned only upon the closing of the Drag-Along Sale, and to otherwise comply with the provisions of this Section 2.4 in connection with the Drag-Along Sale.
Exercise of Drag-Along Right. Within one (1) Business Day following the date of this Agreement (the “Notice Date”), the Selling Shareholders shall exercise their Drag-Along Right, and the Company shall send a notice to each of the Remaining Shareholders notifying them of such exercise, in each case, in accordance with Sections 7.5 through 7.8 of the Company’s New Articles of Association. In the event that any Remaining Shareholder does not comply with the terms of the notice sent by the Company and agree to sell his, her or its Shares (such shares, the “Defaulting Shares”) to the Purchaser pursuant to the terms of this Agreement, the Board shall authorize some person to execute and deliver to the Purchaser, on behalf of each holder of Defaulting Shares, the necessary Stock Transfer Form on the terms set forth in the Company’s Articles of Association.
Exercise of Drag-Along Right. Promptly following the date hereof (and in any event within two (2) days), the Signatory Stockholders shall validly exercise their “drag-along” right pursuant to Section 3 of the Voting Agreement dated as of August 15, 2011, as amended, to compel all Company Stockholders to approve and participate in the Merger on the terms and conditions set forth in this Agreement, including compelling all such Company Stockholders to waive any appraisal rights otherwise available to such Company Stockholders under Section 262 of the DGCL.
