Joint sale right Sample Clauses

Joint sale right. 7.2.1 Under the premise of compliance and limited to the provisions of Article 7.1 of this Agreement, if the actual controller directly or indirectly sell all or part of the equity, if the Investor fails to exercise its preemptive right of the proposed equity in accordance with Article 7.1.3 of this Agreement, the Investor has the right to sell all or part of the underlying company (no more than the proposed equity), and shall give the Investor not less than 10 working days to reply. The actual controller will not sell, pledge or otherwise dispose of the equity of the target company until the investor explicitly waives such rights or the third party agrees to sell the equity to the third party under no less than the conditions given to the original shareholder.
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Joint sale right. CLAUSE 7 - If the Offering Party elects to sell to any third party (which may be a Party to this Shareholders' Agreement) (“Acquirer”), in one or more transactions, Shares representing an amount equal to or greater than ten percent (10%) of the total Shares, the other Parties (“Offered Parties”) shall have the right to transfer to the Acquirer, together with the Offering Party, the Shares owned by them, in proportion to the Shares owned by the Offering Party being sold in the transaction. Without prejudice to the right of the Offering Parties to transfer the Shares owned by them to the Acquirer, if the Offering Party is transferring shares/quotas issued by a Corporate Shareholder, in addition to the other Offered Parties, the Corporate Shareholders who comply with the requirements for exercise of the right provided for in Clause VI, the right to transfer to the Acquirer the shares/quotas issued by them in lieu of the Shares, always in proportion to the Shares owned by the Offering Party being sold in the transaction.

Related to Joint sale right

  • 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.

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