Tag Along and Drag Along Rights (a) The Participant shall be deemed to be a Management Tag Along Holder (as such term is defined in the Articles) for purposes of the Articles, such that the Participant shall be entitled to receive a Tag Along Notice (as such term is defined in the Articles) and otherwise participate in the provisions of the Tag Along Sale as set out in the Articles with respect to (i) the vested portion of any Award and (ii) with respect to the unvested portion of any Award, the portion of such Award that would vest under Section 3(c) of the Award Agreement to which this Annex A is attached in connection with such Tag Along Sale (e.g., where such Tag Along Sale is also a Change in Control) (“Contingent Awards”), and, for purposes of the Articles, Eligible Convertible Securities shall include both vested Awards and Contingent Awards. In such event, the Shares underlying vested Awards and Contingent Awards shall be permitted to be sold pursuant to such Tag Along Sale by the Participant in its capacity as a Management Tag Along Holder. The proceeds from such Tag Along Sale with respect to Contingent Awards shall (A) be deposited into escrow, (B) vest in accordance with the terms of the Applicable Award Agreement (or otherwise) and (C) be distributed to the Participant when the underlying portion of the Award otherwise vests (or in the case of any Contingent Award that is considered to be non-qualified deferred compensation subject to Section 409A of the Code (“Section 409A Deferred Compensation”), when permitted by Section 409A without penalty to the Participant).
Drag-Along Notice Prior to making any Drag-Along Sale, if Parent elects to exercise the option described in this Section 2(b), Parent shall provide the Holder with written notice (the “Drag-Along Notice”) not more than sixty (60) nor less than twenty (20) days prior to the proposed date of the Drag Along Sale (the “Drag-Along Sale Date”). The Drag-Along Notice shall set forth: (i) the name and address of the Third Party; (ii) the proposed amount and form of consideration to be paid per share and the terms and conditions of payment offered by the Third Party; (iii) the aggregate number of shares of Common Stock held by Parent as of the date that the Drag-Along Notice is first delivered, mailed or sent by courier, telex or telecopy to the Holder; (iv) the sale percentage; (v) the Drag-Along Sale Date and (vi) confirmation that the proposed Third Party has agreed to purchase the Management Investor’s shares of Common Stock in accordance with the terms hereof.
Securities Law Transfer Restrictions By taking and holding this Warrant, the Holder (i) acknowledges that neither this Warrant nor any shares of Common Stock that may be issued upon exercise of this Warrant have been registered under the Securities Act or any applicable state securities or blue sky law (collectively, "Securities Laws"); (ii) agrees not to sell, transfer or otherwise dispose of this Warrant, and agrees not to sell, transfer or otherwise dispose of any such shares of Common Stock without registration unless the sale, transfer or disposition of such shares can be effected without registration and in compliance with the Securities Laws; and (iii) agrees not to sell, transfer or otherwise dispose of this Warrant or any portion thereof or interest therein except as otherwise expressly permitted herein. No part of this Warrant or any portion thereof or interest therein may be transferred, whether voluntarily, involuntarily or by operation of law, except to a Permitted Transferee as hereinafter defined. “Permitted Transferee” shall mean a transferee or assignee that (a)(i) is an entity as to which the Holder is the beneficial owner of at least a majority of the equity therein and the Holder has voting control thereover, (ii) is a member of the Holder's family or a trust for the benefit of an individual Holder or (iii) a successor by inheritance or intestate succession to any interest in this Warrant or any portion thereof and (b) accepts by written instrument reasonably acceptable to the Company each of the terms and conditions that govern this Warrant. Any certificate for shares of Common Stock issued upon exercise of this Warrant shall bear an appropriate legend describing the foregoing restrictions, unless such shares of Common Stock have been effectively registered under the applicable Securities Laws.
Drag-Along Rights If a person or entity (the “Offeror”) offers to purchase all of the Company’s outstanding shares in any Acquisition Transaction (as defined in Article 124 of the Restated Articles) or Sale of Assets (as defined in Article 124 of the Restated Articles) and Shareholders holding at least (i) a majority of the aggregate number of the Company’s outstanding Ordinary Shares and (ii) a majority of the aggregate number of the Company’s outstanding Preference Shares, with such Preference Shares voting together on as-converted basis and not as a separate series, (the “Accepting Shareholders”) accept such offer, the Accepting Shareholders are entitled to give all (but not less than all) of the remaining shareholders (“Remaining Shareholders”) a written notice (“Drag-Along Notice”) and require each Remaining Shareholder to sell to the Offeror all of the Ordinary Share and/or Preference Shares held by each such Remaining Shareholder at the same price and on the same terms and conditions specified in the Drag-Along Notice. The Drag-Along Notice shall specify (i) the identity of the Offeror; (ii) the price payable for each class or series of the Company’s shares; and (iii) all other material terms and conditions of the offer made by the Offeror. Such Drag-Along Notices shall be delivered by the Accepting Shareholders to the Company to the attention of the Company’s Chief Executive Officer and General Counsel, and the Company shall thereupon cause such notices to be transmitted to each Remaining Shareholders at its registered address maintained with the Company. Charges for such transmittal shall be against the account of the Accepting Shareholders, who will be required to indicate the method of transmission to be used by the Company in this regard (e.g., regular post, express courier, etc.). The Company may require advance payment of funds from the Accepting Shareholders to cover the costs of transmitting such notices. In furtherance of a sale of the shares of the Company pursuant to this Section 5.1 and Article 31 of the Restated Articles, the Company is authorized to sell the Ordinary Shares and/or Preference Shares held by the Remaining Shareholders on behalf of the Remaining Shareholders, and pursuant to such authorization, may execute all documents necessary to effectuate the sale and transfer of such shares on behalf of the Remaining Shareholders. Notwithstanding the foregoing provisions of this Section 5.1, the Remaining Shareholders shall not be obligated to sell their Ordinary Shares and/or Preference Shares, and the Company shall not be authorized to sell the Ordinary Shares and/or Preference Shares held by the Remaining Shareholders in accordance with the preceding sentence, if the Accepting Shareholders do not complete the sale of all of their Ordinary Shares and/or Preference Shares to the Offeror on the same terms and conditions specified in the Drag-Along Notice. This Section 5.1 shall terminate upon the earlier of: (i) the Company’s IPO; or (ii) a Merger.
Drag Along Right Notwithstanding any other provision hereof, if any Holder has not exercised its Tag-Along Right with respect to the maximum number of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date of the Drag-Along Notice (as defined below) and (y) the Third Party Sale Percentage, at the same price and on the same terms and conditions as such Selling Fortress Entity has agreed to with such Third Party; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable law.
Lock-up; Transfer Restrictions (a) The Sponsor and the Insiders agree that they shall not Transfer any Founder Shares (the “Founder Shares Lock-up”) until the earliest of (A) one year after the completion of an initial Business Combination and (B) the date following the completion of an initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property (the “Founder Shares Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, share consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the Company’s initial Business Combination, the Founder Shares shall be released from the Founder Shares Lock-up.
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE SECTION 8.1. Company May Consolidate, Etc.,
Securities Lending Transactions 4.l Loan Initiation. From time to time the Bank may lend Securities to --------------- Borrowers and deliver such Securities against receipt of Collateral in accordance with the applicable Securities Borrowing
Exchange and Transfer of Warrant (a) This Warrant may be transferred, in whole or in part, without restriction, subject to (i) Holder’s compliance with applicable securities laws (including, without limitation, the delivery of investment representation letters and legal opinions in legally sufficient and customary form), and (ii) the transferee holder of the new Warrant assuming in writing the obligations of the Holder and making the representations and warranties set forth in this Warrant. Notwithstanding and without the necessity of delivering an opinion of counsel, Holder may at any time transfer this Warrant in whole or in part to any affiliate. By its acceptance of this Warrant, each such affiliate transferee will be deemed to have made to the Company each of the representations and warranties set forth in Section 7 hereof and agrees to be bound by all of the terms and conditions of this Warrant as if the original Holder hereof. A transfer may be registered with the Company by submission to it of this Warrant, together with the Assignment Form attached hereto as Exhibit B duly completed and executed. After the Company’s receipt of this Warrant and the Assignment Form so completed and executed, the Company will issue and deliver to the transferee a new warrant (representing the portion of this Warrant so transferred) at the same Exchange Price per share and otherwise having the same terms and provisions as this Warrant, which the Company will register in the new holder’s name. In the event of a partial transfer of this Warrant, the Company shall concurrently issue and deliver to the transferring holder a new warrant that entitles the transferring holder to purchase the balance of this Warrant not so transferred and that otherwise is upon the same terms and conditions as this Warrant. Upon the due delivery of this Warrant for transfer, the transferee holder shall be deemed for all purposes to have become the holder of the new warrant issued for the portion of this Warrant so transferred, effective immediately prior to the close of business on the date of such delivery, irrespective of the date of actual delivery of the new warrant representing the portion of this Warrant so transferred. Notwithstanding any contrary provision herein, at all times prior to the IPO, Holder may not, without the Company’s prior written consent, transfer this Warrant or any portion hereof, or any shares issued upon any exercise hereof to any person or entity who directly competes with the Company, except in connection with an Acquisition of the Company by such a direct competitor.
Sale and Transfer of Shares Closing Subject to the terms and conditions of this Agreement, at the Closing, the following will occur:
