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 * Confidential treatment requested 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. 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. 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. 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. If the Investors fail to exit through exercising the redemption right set forth in Clause 11 hereof due to any breach or other fault or negligence of the NIO Parties, and if the third party intends to purchase more than fifty percent (50%) of equity interest in the Target Company or all or substantially all/most of the assets or business of the Target Company (collectively, the “Co-Sale”), then the Investors that individually or in the aggregate hold more than two-thirds (2/3) of the then total equity interests held by all Investors (the “Drag-along Party”) shall have the right to give a written notice (the “Drag-along Notice”) to the NIO Parties, which shall specify the basic information of such third party, the number of equity interest or description of assets that they intend to purchase, the proposed purchase price and other material terms and conditions, and request the NIO Parties, together with the Drag-along Party, to sell to such third party the assets of the Target Company or equity interests in the Target Company respectively held by them at the same price and under the same conditions:
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 3.5 in connection with the Drag-Along Sale.
Exercise of Drag-Along Right. The Drag-Along Right shall be exercisable by written notice given by the Selling Shareholder(s) to each Drag-Along Shareholder containing the price and other material terms of the proposed sale and the date of the closing of the proposed sale (the "Drag-Along Sale Date"), which date shall not be less than twenty (20) nor more than sixty (60) calendar days after the date of such notice.
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.
