Grant and Notification. Each Party hereby grants to all other Shareholders the right to co-sell all (but not less than all) Shares held by such other Shareholder together with the selling Party to the proposed acquirer in accordance with the terms and conditions set forth in this Section 2 ("Tag-Along Right") provided that after such transfer, the proposed acquirer would directly, indirectly or acting in concert with third parties control more than 50% of all Shares outstanding ("Tag-Along Event"). The selling Party shall notify the other Shareholders of any Tag-Along Event in accordance with Section 6 ("Tag-Along Notice").
Grant and Notification. In the event a Shareholder (or a group of Shareholders) wishes to transfer all or a part of its Shares ("Relevant Shares") in one or a series of related transactions to a proposed acquirer (including another Shareholder) on the basis of a purchase offer, and provided such transfer of Relevant Shares reaches or exceeds 50% of all Shares outstanding ("Tag-Along Event"), all Shareholders hereby grant the Token Holders the right to co-sell all (but not less than all) Share Tokens held by such Token Holder together with the selling Shareholder to the proposed acquirer in accordance with the terms and conditions set forth in this Section 2 ("Tag-Along Right"). The selling Party shall notify the other Shareholders of any Tag-Along Event in accordance with Section 7 ("Tag-Along Notice").
Grant and Notification. If (i) an acquirer, including a Shareholder, (the "Acquirer") wishes to purchase all (but not less than all) Shares in one or a series of related transactions pursuant to a bona fide purchase offer (the "Drag-Along Offer"), (ii) such Drag-Along Offer is accepted as per Section 3.3, and (iii) a drag-along of the Ordinary Shares with materially the same terms as the Drag-Along Offer for Share Tokens is simultaneously triggered or otherwise agreed with Ordinary Shareholders ("Drag-Along Event"), the Acquirer is entitled to require that all Token Holders co-sell all their Share Tokens ("Drag-Along Obligation"), and may execute such Drag-Along Obligation as per Section 3.3. In case of a Drag-Along Event, the Ordinary Shareholders leading the transaction shall notify the Parties in accordance with Section 7 without delay ("Drag-Along Notice").
Grant and Notification. In the event a Shareholder (or a group of Shareholders) ("Selling Shareholder(s)") wishes to transfer all or a part of its Shares ("Relevant Shares") in one or a series of related transactions to a an existing Shareholder or third party ) (the "Proposed Acquirer") (including in the event of exercise of the pre- emptive right under the Ordinary SHA) on the basis of a bona fide purchase offer, and provided such transfer of Relevant Shares exceeds 50% of all Shares outstanding ("Tag-Along Event"), all Shareholders hereby grant the other Shareholders the right to co-sell all (but not less than all) Shares held by such Shareholder together with the Selling Shareholder(s) to the Proposed Acquirer in accordance with the terms and conditions set forth in this Section 5 ("Tag-Along Right"). The Selling Shareholder(s) shall notify the Issuer of any Tag-Along Event in accordance with Section 12 ("Tag-Along Notice"). The Issuer shall inform each Shareholder within five days after receipt of the Tag-Along Notice about the day the deadline to submit a Tag-Along Exercise Notice (as defined hereinafter) expires.
Grant and Notification. In the event an offer from a Proposed Acquirer who wishes to acquire all (but not less than all) Shares in the Issuer pursuant to a bona fide purchase offer (i) is approved in accordance with the voting mechanism as set out in Section 7 by Shareholders representing a majority of the Shares, including the Share Tokens, and (ii) is approved by Shareholders representing a majority of the Preferred B Shares, provided that such consent is not necessary if the purchase price offered in such transaction corresponds or exceeds the applicable Series B Multiple (together the "Relevant Approving Shareholders") (the "Drag-Along Event"), such Relevant Approving Shareholders shall be entitled to request that all other Shareholders sell all their Shares to the Proposed Acquirer and shall notify the Issuer (the "Drag-Along Notice"). Relating to the execution for Ordinary Shares, the Issuer shall inform each Shareholder within five days after receipt of the Drag-Along Notice about the day the Transfer of the Shares to the Proposed Acquirer shall be completed which shall be no later than six months as from the date of receipt of the Drag-Along Notice. Relating to the execution for Xxxxx Xxxxxx, the Issuer shall coordinate the execution of the transfer of Share Tokens with the Proposed Acquirer and the Shareholders in accordance with the execution mechanism as set out in Section 7.
Grant and Notification. Each Party hereby grants to all other Shareholders the right to co-sell all (but not less than all) Shares held by such other Shareholder together with the selling Party to the proposed acquirer (including another Shareholder and including in the event of exercise of the pre-emptive right under the Ordinary Shareholders’ Agreement) in accordance with the terms and conditions set forth in this Section 4 ("Tag- Along Right"), provided that after such transfer, the proposed acquirer would directly, indirectly or acting in concert with third parties control more than 50% of all Shares outstanding ("Tag-Along Event"). The selling Party shall notify the Issuer of any Tag-Along Event in accordance with Section 10 ("Tag- Along Notice") which shall within five days after receipt of the Tag-Along Notice inform the Shareholders of the Tag-Along Event.
Grant and Notification. If (i) an acquirer, including a Shareholder or the Issuer ("Acquirer"), wishes to purchase all (but not less than all) Share Tokens (the "Purchase Offer") and (ii) such Purchase Offer is accepted by at least 70% of the Token Holders as per Section 3.4.2 and 3.4.3 and no higher offer is made ("Purchase Offer Event"), the Acquirer is entitled to require that all Token Holders sell all their Share Tokens ("Sale Obligation"), and may execute such Sale Obligation mutatis mutandis as per Section 3.4. Contrary to Section 3.4, the Oracle shall not report any votes relating to Ordinary Shares. In case of a Purchase Offer Event, the Issuer shall notify the Token Holders in accordance with Section 7 without delay ("Purchase Offer Notice").
Grant and Notification. If (i) an acquirer, including a Shareholder or the Issuer, ("Acquirer") wishes to purchase all (but not less than all) Share Tokens (the "Purchase Offer"), (ii) the Purchase Offer meets the criteria and the purchase price as per Section 4.2, and (iii) such Purchase Offer is accepted by a majority of Shareholders and no higher offer is made as per Section 6 ("Purchase Offer Event"), the Acquirer is entitled to require that all Token Holders sell all their Share Tokens ("Sale Obligation"), and may execute such Sale Obligation as per Section 6. In case of a Purchase Offer Event, the Issuer shall notify the Parties in accordance with Section 10 without delay ("Purchase Offer Notice").
Grant and Notification. If (i) an acquirer, including a Shareholder, ("Acquirer") wishes to purchase all (but not less than all) Shares in one or a series of related transactions pursuant to a bona fide purchase offer (the "Drag- Along Offer"), (ii) such Drag-Along Offer is accepted by the Drag-Along Quorum and no higher offer is made as per Section 4 ("Drag-Along Event"), the Acquirer is entitled to require that all Shareholders co-sell all their Shares ("Drag-Along Obligation"), and may execute such Drag-Along Obligation for the Share Tokens as per Section 4. In case of a Drag-Along Event, the Ordinary Shareholders leading the transaction shall notify the Parties in accordance with Section 8 without delay ("Drag-Along Notice").
Grant and Notification. The Issuer shall take reasonable efforts to ensure that all Token Holders have the right to co-sell all (but not less than all) Shares held by them together with the selling Shareholder(s) to the proposed acquirer in accordance with the terms and conditions set forth in this Section 2 ("Tag-Along Right") provided that after such transfer, the proposed acquirer would directly, indirectly or acting in concert with third parties control more than 50% of all Shares outstanding ("Tag-Along Event"). The selling Shareholder(s) shall notify the Token Holders of any Tag-Along Event in accordance with Section 7 ("Tag-Along Notice").
